Terms of Service & End User License Agreement

Effective Date: February 10, 2026  |  Last Updated: February 10, 2026

1. Definitions

• "Authorized User" means any individual who is granted access to the Service by the Customer's administrator, including employees, contractors, and agents acting on Customer's behalf.
• "Customer Data" means all data, content, and information submitted to, stored in, or processed through the Service by or on behalf of the Customer, including subscriber records, sales data, commission calculations, technician records, and intake forms.
• "Documentation" means the user guides, help articles, API documentation, and other instructional materials provided by FiberMS regarding the Service.
• "Subscription Term" means the period during which Customer has paid access to the Service, as specified in the applicable order form or subscription agreement.
• "Integration Partner" means a third-party service that connects with FiberMS to exchange data, including but not limited to Sonar, SalesRabbit, and AWS Cognito.

2. License Grant and Restrictions

2.1 License Grant

Subject to the terms of this Agreement and payment of applicable fees, FiberMS grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for your internal business operations related to managing fiber internet service provider revenue operations.

2.2 Restrictions

You shall not, and shall not permit any Authorized User or third party to:

• Copy, modify, adapt, translate, or create derivative works of the Service or any component thereof.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying technology of the Service.
• Sell, resell, sublicense, lease, rent, distribute, or otherwise make the Service available to any third party except Authorized Users.
• Use the Service to develop a competing product or service, or assist any third party in doing so.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.
• Use the Service in any manner that violates applicable laws, regulations, or industry standards.
• Attempt to gain unauthorized access to any systems, networks, or data associated with the Service.
• Transmit any malware, viruses, or other harmful code through the Service.
• Use automated tools (bots, scrapers, crawlers) to access the Service except through documented APIs with proper authentication.
• Use the Service for benchmarking or competitive analysis without FiberMS's prior written consent.

2.3 Reservation of Rights

FiberMS retains all rights not expressly granted in this Agreement. No rights are granted by implication, estoppel, or otherwise.

3. Account Terms

3.1 Account Registration

To use the Service, your organization must designate at least one administrator who will create and manage user accounts. The administrator is responsible for maintaining the accuracy of account information and managing user access permissions.

3.2 Account Security

You are responsible for maintaining the confidentiality of all account credentials. You must immediately notify FiberMS of any unauthorized use of any account or any other security breach. FiberMS will not be liable for any loss or damage arising from your failure to protect account credentials.

3.3 User Roles and Permissions

The Service supports role-based access controls including Administrator, Manager, and Sales Representative roles. Each role has defined permissions that control access to features and data within the platform. Customer's administrator is solely responsible for assigning appropriate roles and permissions to Authorized Users.

3.4 Account Responsibility

Customer is responsible for all activity that occurs under its accounts. FiberMS reserves the right to suspend access to any account that we reasonably believe is being used in violation of this Agreement, after providing notice when practicable.

4. Service Description

4.1 Platform Capabilities

FiberMS is a cloud-based revenue operations platform designed for fiber internet service providers. The Service includes the following core modules:

• Executive Dashboard: Real-time KPI cards, subscriber growth charts, churn analysis, and period-over-period performance comparisons.
• Sales Leaderboard: Rep performance ranking, door knock tracking, conversion rates, and competitive metrics.
• Commission Engine: Automated commission calculation based on configurable rules, support for standard commissions, residuals, spiffs, clawbacks, and advances. Includes payroll batch management and payout scheduling.
• Technician Management: Technician job tracking, crew assignment, calendar scheduling, completion monitoring, and performance leaderboards.
• Intake and Scheduling: New subscriber intake processing, automated billing validation, install scheduling, and status workflow management.
• Reporting: Commission liability reports, rep earnings summaries, monthly sales summaries, and payout schedules.
• Administration: People and roles management, product catalog configuration, commission rule setup, location management, and data quality tools.

4.2 Service Modifications

FiberMS reserves the right to modify, improve, or discontinue features of the Service at any time. For material changes that reduce core functionality, we will provide at least 30 days' advance notice to active customers. We continuously develop the platform and may add new features, modules, or integrations at our discretion.

5. Data Ownership and Processing

5.1 Customer Data Ownership

As between you and FiberMS, you retain all right, title, and interest in and to your Customer Data. FiberMS does not claim ownership of any Customer Data.

5.2 License to Customer Data

You grant FiberMS a limited, non-exclusive right to access, use, process, and display Customer Data solely as necessary to provide and improve the Service, including processing commission calculations, generating reports, syncing with Integration Partners, and performing technical operations such as backup and recovery.

5.3 Data Processing

FiberMS processes Customer Data as a data processor on behalf of the Customer (data controller). We process data only according to your instructions as expressed through your use and configuration of the Service. Our data handling practices are described in our Privacy Policy.

5.4 Aggregate and Anonymized Data

FiberMS may create aggregate and anonymized data derived from Customer Data for purposes of product improvement, benchmarking, and analytics. Such data will not identify Customer or any individual and is owned by FiberMS.

5.5 Data Accuracy

Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired. Commission calculations, reports, and dashboard metrics generated by the Service are based on the data provided and the rules configured by Customer. FiberMS is not responsible for errors in outputs resulting from inaccurate input data or misconfigured rules.

6. Third-Party Integrations

6.1 Integration Authorization

FiberMS connects with third-party services including Sonar (billing), SalesRabbit (field sales), and AWS Cognito (authentication). Customer is responsible for authorizing these integrations and providing the necessary credentials (API keys, tokens) to enable data synchronization.

6.2 Integration Data

Data flowing through integrations is subject to both this Agreement and the terms of service of the applicable Integration Partner. Customer is responsible for ensuring it has the right to share data with FiberMS through each integration and that such data sharing complies with the Customer's own privacy policies and applicable laws.

6.3 Integration Availability

FiberMS relies on third-party APIs to provide integration functionality. We do not guarantee the availability, performance, or accuracy of third-party services. Changes to third-party APIs may temporarily affect integration functionality. We will use commercially reasonable efforts to maintain compatibility with supported integrations.

6.4 API Keys and Credentials

Customer is responsible for securing any API keys, tokens, or credentials used to connect FiberMS with Integration Partners. FiberMS stores integration credentials in encrypted form and accesses them only as necessary to perform authorized sync operations.

7. Fees and Payment

7.1 Subscription Fees

Customer agrees to pay the subscription fees as specified in the applicable order form or subscription agreement. Fees are based on the pricing plan selected and may be calculated per-user, per-subscriber, or as a flat monthly/annual rate as agreed between the parties.

7.2 Payment Terms

Unless otherwise specified, fees are due monthly in advance and payable within 15 days of invoice date. All fees are quoted and payable in U.S. dollars. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

7.3 Fee Adjustments

FiberMS may adjust subscription fees upon 60 days' written notice prior to the start of any renewal term. Customer may elect to terminate the subscription rather than accept increased fees by providing notice before the renewal date.

7.4 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, and other taxes associated with the Service, except for taxes based on FiberMS's net income.

8. Service Level and Availability

8.1 Uptime Target

FiberMS targets 99.5% monthly uptime for the Service, measured as the total minutes in a calendar month minus downtime minutes, divided by total minutes. Scheduled maintenance windows are excluded from uptime calculations when advance notice of at least 24 hours is provided.

8.2 Scheduled Maintenance

FiberMS may perform scheduled maintenance during low-usage hours (typically weekdays between 12:00 AM and 5:00 AM Eastern Time). We will provide reasonable advance notice of scheduled maintenance that may cause service interruption.

8.3 Support

FiberMS provides technical support via email during standard business hours (Monday–Friday, 9:00 AM – 5:00 PM Eastern Time, excluding federal holidays). We target initial response within one business day for standard issues and within 4 hours for critical issues affecting core platform functionality.

9. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable federal, state, local, or international law or regulation.
• Store, transmit, or process any data that infringes any intellectual property or other proprietary right of any third party.
• Upload or transmit any material that contains viruses, trojan horses, worms, or other malicious or harmful code.
• Interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein.
• Attempt to probe, scan, or test the vulnerability of the Service or any related system or network.
• Store sensitive financial information (credit card numbers, bank account numbers, Social Security numbers) that is not required for legitimate ISP business operations.
• Use the Service for any purpose other than managing fiber internet service provider revenue operations.

10. Intellectual Property

10.1 FiberMS Intellectual Property

The Service, including its source code, algorithms, user interface designs, documentation, trade names, trademarks, service marks, logos, and all related intellectual property, is and shall remain the exclusive property of FiberMS. This Agreement does not grant you any rights to FiberMS's intellectual property except the limited license expressly stated in Section 2.1.

10.2 Feedback

If you provide any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you hereby grant FiberMS an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Service without obligation or compensation to you.

11. Confidentiality

11.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data, business plans, pricing, technical specifications, and proprietary methodologies.

11.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as authorized in this Agreement; and (c) use Confidential Information only for the purposes of this Agreement.

11.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable advance notice when legally permitted.

12. Warranty Disclaimer

FiberMS does not warrant that commission calculations, reports, or other outputs generated by the Service will be accurate, complete, or suitable for any particular purpose. Customer is solely responsible for verifying all outputs before relying on them for business decisions, payroll processing, or financial reporting.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FIBERMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF FIBERMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

FIBERMS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO FIBERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Basis of the Bargain

The limitations of liability in this Section 13 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. FiberMS would not be able to provide the Service on an economically reasonable basis without these limitations.

14. Indemnification

14.1 FiberMS Indemnification

FiberMS will defend, indemnify, and hold Customer harmless from and against any third-party claim that the Service, as provided by FiberMS, infringes any valid U.S. patent, copyright, or trademark, provided Customer promptly notifies FiberMS of the claim and cooperates in the defense.

14.2 Customer Indemnification

Customer will defend, indemnify, and hold FiberMS harmless from and against any third-party claim arising from: (a) Customer's use of the Service in violation of this Agreement; (b) Customer Data or the accuracy thereof; (c) Customer's violation of applicable law; or (d) the actions or omissions of Customer's Authorized Users.

15. Term and Termination

15.1 Term

This Agreement commences on the date you first access the Service and continues for the initial Subscription Term specified in your order form. Unless either party provides written notice of non-renewal at least 30 days before the end of the current term, the subscription will automatically renew for successive terms of the same duration.

15.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

15.3 Termination for Convenience

Customer may terminate this Agreement at any time by providing 30 days' written notice to FiberMS. Termination for convenience does not entitle Customer to a refund of prepaid fees for the current Subscription Term.

15.4 Effect of Termination

Upon termination: (a) Customer's right to access the Service immediately ceases; (b) Customer must cease all use of the Service; (c) FiberMS will make Customer Data available for export as described in Section 16; (d) each party will return or destroy the other party's Confidential Information upon request. Sections 5.1, 5.4, 10, 11, 12, 13, 14, 16, and 17 survive termination.

16. Data Export and Deletion

16.1 Data Export Period

Upon termination or expiration of this Agreement, FiberMS will provide Customer with a 90-day period to export Customer Data. During this period, Customer may access a read-only version of the Service for the sole purpose of exporting data. FiberMS will assist with data export in standard formats (CSV, JSON) upon reasonable request.

16.2 Data Deletion

After the 90-day export period, FiberMS will delete Customer Data from active production systems within 30 days. Copies in backup archives will be deleted as part of the regular backup rotation cycle, not to exceed an additional 90 days. FiberMS will provide written confirmation of data deletion upon Customer's request.

17. Governing Law and Dispute Resolution

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of laws provisions.

17.2 Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation for a period of 30 days. If the dispute cannot be resolved through negotiation, either party may pursue resolution through the state or federal courts located in Kanawha County, West Virginia, and each party consents to the exclusive jurisdiction and venue of such courts.

17.3 Equitable Relief

Nothing in this Section 17 shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable order forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations regarding the subject matter hereof.

18.2 Amendments

FiberMS may modify this Agreement by posting a revised version on our website and providing notice to Customer's administrator via email or in-platform notification. Material changes will take effect 30 days after notice. Continued use of the Service after the effective date constitutes acceptance of the modified terms.

18.3 Assignment

Customer may not assign or transfer this Agreement without FiberMS's prior written consent. FiberMS may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section is void.

18.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.5 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision. A waiver of any term shall only be effective if in writing and signed by the waiving party.

18.6 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or telecommunications failures, power outages, or third-party service disruptions.

18.7 Notices

All notices under this Agreement shall be in writing and delivered by email, registered mail, or nationally recognized overnight courier. Notices to FiberMS should be sent to legal@fiberms.com. Notices to Customer will be sent to the administrator email on file.

18.8 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

19. Contact Information

For questions about this Agreement: