Terms of service

01Introduction; version; acceptance

If you signed a separate Cover Page or other written agreement to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separately signed agreement continues to govern your use of the Product unless the parties agree otherwise in writing or electronically.

This Agreement is between Autophonix, LLC d/b/a ThunderPhone and the company or person accessing or using the Product. This Agreement consists of the Order Form below (which serves as the Cover Page) and the Framework Terms defined below.

Acceptance. Customer accepts this Agreement by completing the acceptance step presented in the Product: checking the acceptance checkbox and submitting it. That recorded submission is Customer's acceptance of this Agreement and its Effective Date. Creating login credentials, browsing, or being shown this Agreement is not, by itself, acceptance. If you complete the acceptance step on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and Customer means that company.

Version; Effective Date of this document. This document is Terms of Service version 3.1, published October 31, 2026. Compared with version 3.0, it lets Provider change pricing without a minimum notice period; allows rates that vary by configuration, account, and volume, and optional Plans that renew automatically; covers no-charge features and trials; adds the Zeus section on Provider's AI assistant and the actions it takes in Customer's account; lets Provider change the models, vendors, and settings used to provide the Service; and records that Customer uses the Service for business purposes. It governs Customers who first accept this Agreement on or after that date, and any Customer who later affirmatively accepts it. A Customer whose acceptance is recorded against an earlier version remains governed by that earlier version (or its separately signed agreement) until the Customer accepts a later version, either affirmatively or as provided in the Changes section below.

Acceptance evidence. For each acceptance, Provider records the version accepted, a SHA-256 hash of the canonical text of the accepted document, the canonical English acceptance-checkbox language (the binding text of the acceptance), the display language, the accepting user and (where applicable) organization, the date and time of acceptance, and reasonable technical evidence of the accepting session. Customer may request a copy of the version it accepted by emailing legal@thunderphone.com.

02Order form

Framework Terms: This Order Form incorporates and is governed by Framework Terms made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (the "Standard Terms"), incorporated by reference and available at https://commonpaper.com/standards/cloud-service-agreement/2.1/. The ThunderPhone-specific modifications in this Order Form control over conflicting provisions of the Standard Terms. This Order Form serves as the Cover Page under the Standard Terms; references to the "Cover Page" and the "Order Form" mean this same document. Capitalized words have the meanings given in this Order Form or the Standard Terms. Provider retains an archival copy and SHA-256 hash of each version of this Order Form as presented for acceptance; the incorporated Standard Terms are the version-pinned document published at the URL above.

• Cloud Service: ThunderPhone provides an AI-assisted telephony platform for building, running, and improving voice agents, including call setup and routing, optional call recording and transcription, real-time and asynchronous analytics, the Zeus assistant described in the Zeus section below, and related support and billing. Provider may add, change, or remove features of the Service and may change the models, vendors, configurations, and other components used to provide it, including automatically and call by call; a new Subprocessor of Customer Personal Data is engaged only as the DPA allows. Changes under this paragraph and the Zeus section are not a breach of Section 6.3 of the Standard Terms; Section 6.3 applies only to a feature Customer has paid for under a Plan, and only for the remainder of that Plan's current period.
• Order Date: the Effective Date.
• Subscription Period: Customer does not commit to a fixed subscription period or minimum term for the Service. Customer may choose optional plans, tiers, or bundles offered in the Service (each a "Plan"). A Plan renews automatically for the period shown when Customer chooses it until Customer cancels it in the Service; cancellation takes effect at the end of the current period, and Plan fees already charged are not refunded except where the Service states otherwise or the law requires. For purposes of provisions in the Standard Terms that refer to the "Subscription Period," that term means the continuous period beginning on the Effective Date and ending when this Agreement is formally terminated under the Service Term section below; a Plan's renewal does not create a minimum term for this Agreement. This definition modifies Section 5.1 (Order Form and Agreement) of the Standard Terms.
• Cloud Service Fees: fees are usage-based, plus fees for resources such as phone numbers and the price of any Plan Customer chooses. Customer will pay the rates and fees shown in the Service when the usage occurs or a Plan is purchased or renewed, otherwise those posted at https://thunderphone.com/pricing, or those agreed in a signed Order Form. Rates may vary by configuration, models, voices, languages, features, volume, and account, and may be charged per minute, per token, per request, per test, or on another usage basis. Provider may change rates, fees, and Plans at any time, prospectively and without a minimum notice period: a new rate applies to usage after it is shown in the Service or posted, and a new Plan price applies from the Plan's first renewal after it is shown in the Service. Provider sets its rates and fees in its discretion. Any description of how rates are calculated, including that they are based on Provider's costs or a markup, explains them and is not a commitment; Provider's costs means the cost basis Provider's metering uses for each component of the usage: third-party providers' published list rates, before any discount, credit, or promotion Provider receives, and Provider's standard infrastructure charge. Provider need not disclose its costs or markups. A description of how rates are calculated does not limit the rates and fees shown in the Service or posted, which are the rates Customer pays. If Provider raises a rate that applies to Customer's usage, Customer may request a refund of its unused prepaid balance by emailing support@thunderphone.com, and Provider will refund it to the original payment method within 30 days. A change will not alter charges already incurred or the purchase value of credits already funded, except as clearly disclosed before purchase. Fees are exclusive of Taxes. Certain usage may be subject to carrier and regulatory pass-through surcharges, such as 10DLC, CNAM, E911, and USF, which may change and are charged at the amount the carrier or regulator charges Provider. Provider's usage records, including call detail records and metering of AI usage, are the system of record for calculating usage.
• No-Charge Features and Trials: Provider may offer features, Plans, usage, credits, or trials at no charge or at a discount, including the Zeus assistant. Provider may limit, change, or end any of them at any time, and may start charging for a no-charge feature prospectively under Cloud Service Fees. Use before a charge takes effect stays free of charge.
• Payment Process: as described in the Prepaid Billing section below.
• Non-Renewal Notice Period: none; Customer may cancel a Plan in the Service at any time, effective at the end of its current period.

03Key terms

• Customer: the company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word Customer in the Agreement will mean that company. Customer uses the Service for business purposes and not for personal, family, or household purposes.
• Provider: Autophonix, LLC d/b/a ThunderPhone.
• Effective Date: the date of Customer's first recorded affirmative acceptance of this Agreement, as described in the Introduction.
• Governing Law: the Federal Arbitration Act governs the interpretation and enforcement of the Dispute Resolution section. The laws of the State of California, without regard to conflict-of-law rules, govern the remainder of this Agreement.
• Chosen Courts: for disputes not subject to arbitration under the Dispute Resolution section below, and subject to the small-claims exception, the state courts located in San Francisco County, California and the United States District Court for the Northern District of California.
• General Cap Amount: 1x the Fees paid or payable by Customer to Provider in the 12-month period immediately before the event giving rise to the claim.
• Increased Cap Amount: 3x the General Cap Amount, applicable to the Increased Claims identified in the Liability section below (this uses the defined term of Section 8 of the Standard Terms).
• Unlimited Claims: the claims designated as Unlimited Claims in the Covered Claims and Liability sections below, which are not subject to any cap.
• Notice Address for Provider: legal@thunderphone.com. Notice Address for Customer: the main email address on Customer's account.

04Covered claims; consent indemnity

PLEASE READ THIS SECTION CAREFULLY. IF CUSTOMER DISABLES CONSENT ANNOUNCEMENTS, RELIES ON ITS OWN CONSENT BASIS, OR ORIGINATES CALLS THROUGH APIS OR WEBHOOKS, CUSTOMER'S OBLIGATION TO INDEMNIFY PROVIDER FOR THE RESULTING CONSENT, RECORDING, AND CALLING-LAW CLAIMS IS UNCAPPED (AN UNLIMITED CLAIM).

• Provider Covered Claims: any action, proceeding, or claim that the Cloud Service, when used by Customer according to the Agreement, violates, misappropriates, or otherwise infringes upon a third party's intellectual property or other proprietary rights.
• Customer Covered Claims: (a) any action, proceeding, or claim that Customer Content, when used according to the Agreement, violates, misappropriates, or otherwise infringes upon a third party's intellectual property or other proprietary rights; (b) any claim arising from or relating to Customer's breach or alleged breach of Section 2.1 of the Standard Terms; and (c) the Consent Covered Claims defined below.
• Consent Covered Claims: any action, proceeding, investigation, demand, or claim arising from or relating to: (i) Customer's disabling, replacement, or modification of Provider's default consent announcement, or any inaccuracy in, or breach of, a consent-announcement attestation or other consent basis provided by Customer; (ii) calls Customer originates or configures through Provider's APIs or webhook integrations (including calls that do not carry an agent announcement), to the extent the claim arises from Customer's breach of this Agreement, Customer's failure to provide required notices or obtain or retain required consents, Customer's unlawful instruction or campaign, or another act or omission within Customer's control; or (iii) Customer's failure to provide required notices, obtain or retain required consent, honor withdrawal or opt-out rights, identify an artificial or prerecorded voice or the responsible calling business, or otherwise comply with laws governing recording, interception, transcription, automated analysis, artificial-intelligence disclosure, telephone solicitation, or communications — in each case except to the extent caused by Provider's breach of this Agreement, Provider's failure to perform Customer's saved configuration, Provider's gross negligence or willful misconduct, Provider's own negligent or willful violation of applicable law, or Provider's violation of a duty that cannot lawfully be delegated or waived.

Unlimited Claims designation. Customer's indemnification obligations for Customer Covered Claims — including, for the avoidance of doubt, all Consent Covered Claims — are designated Unlimited Claims under Section 8 of the Standard Terms. No General Cap Amount, Increased Cap Amount, or other limitation or exclusion of liability in this Agreement or the Standard Terms applies to them. This designation is disclosed in the notice above. It never extends to liability excluded by the Consent Covered Claims exception tail above, including Provider's own negligent or willful violation of applicable law.

Defense of Consent Covered Claims. Notwithstanding the indemnification procedures in the Standard Terms, Customer will defend Provider against any Consent Covered Claim at Customer's expense and pay Provider's reasonable costs, including attorneys' fees, as they are incurred. Provider may participate with counsel of its choice at Customer's expense. Customer will not settle a Consent Covered Claim in a way that binds Provider, or admits fault on Provider's behalf, without Provider's written consent.

Set-off. Provider may deduct any amount Customer owes under this section from Customer's prepaid balance.

05Attachments and incorporated documents

• Standard Terms: Common Paper Cloud Service Agreement Standard Terms Version 2.1 — https://commonpaper.com/standards/cloud-service-agreement/2.1/
• Privacy Policy: https://thunderphone.com/privacy
• DPA: https://thunderphone.com/dpa — incorporated into and forming part of this Agreement.
• Security Measures: https://thunderphone.com/dpa#security-measures (the security annex of the DPA).
• BAA: where Customer and Provider have executed a Business Associate Agreement, that BAA is incorporated into this Agreement and controls for Protected Health Information. Contact legal@thunderphone.com to request one.

06Service scope notes

• No Emergency Services. The Service is not a replacement for 911/999 or other emergency services.
• Carrier/Network Dependencies. Delivery, quality, and availability may depend on third-party carriers and networks.

07AI features; customer-configured agents

The Service uses artificial intelligence, and callers interacting with a configured agent may be interacting with an AI system. AI features may generate incomplete, inaccurate, or unexpected statements. AI output is not professional advice and is not a substitute for Customer's testing, supervision, and human review. Customer is responsible for its agent configuration, instructions, prompts, scripts, integrations, campaigns, recipient selection, and use of generated output, including any of them that Zeus creates or changes as described in the Zeus section below.

Customer will provide all notices and obtain all consents required for artificial or prerecorded voice calls, AI participation, call recording, transcription, analytics, telemarketing, and related processing. For outbound calls, any consent required under the TCPA or similar law for an artificial, prerecorded, or AI-generated voice must exist before the call is initiated; an in-call greeting does not cure an unlawfully placed call. Customer will comply with applicable communications laws and rules, including the TCPA, telemarketing and opt-in/opt-out requirements, calling-hour restrictions, and Do-Not-Call restrictions, and will provide the responsible-business identification and contact or opt-out information required by law. Provider may suspend the Service for violations.

Customer will not configure or instruct an agent to falsely claim that it is human or to deny that it is an AI system when asked. Disabling or replacing Provider's default announcement does not eliminate any of Customer's legal obligations.

08Zeus, the AI assistant

• What Zeus does. The Service includes Zeus, an AI assistant that can answer questions, analyze Customer's calls and account, recommend changes, and, within the permissions Customer grants, take actions in Customer's account: create and change agents and settings; write and edit prompts; choose models, voices, languages, and other configuration; place test calls; run tests, backtests, and experiments, including splitting live calls between configurations; provision and release phone numbers; and take other actions available in the Service. Within those permissions Zeus may act on its own initiative, for example after reviewing call performance.
• Permissions and budgets. Customer controls Zeus's permissions in the Service. They may include approving each action, standing approval for categories of actions, and spending limits. Provider may set default permissions, and Customer may change them in the Service at any time, going forward.
• Zeus acts for Customer. Actions Zeus takes within Customer's permissions, or that Customer approves, are taken on Customer's behalf and are Customer's own actions for all purposes of this Agreement, including the AI features and Recording and consent sections and Customer Covered Claims. Customer will pay the resulting charges. Customer is responsible for reviewing Zeus's changes and for its agents' configuration and conduct, whoever wrote them. Configuration Zeus creates or changes is Customer's saved configuration. Calls Zeus places or configures are calls Customer originates through Provider's APIs for purposes of the Recording and consent section and Consent Covered Claims. Numbers Zeus provisions are ordered by Customer, including their recurring charges, carrier registrations, and regulatory obligations. Zeus will not disable Provider's default consent announcement; only an administrator's attestation can.
• No reliance. Zeus's output, including analysis, recommendations, cost and savings estimates, and statements about laws or compliance, may be wrong or incomplete, is provided as is, and is not legal, compliance, or other professional advice. Provider does not guarantee any performance, quality, or cost result from Zeus's recommendations or actions. Zeus and no-charge features are excluded from Section 6 of the Standard Terms.
• Human help. Zeus may pass a request to Provider staff. Provider staff may view Customer's account, Zeus conversations, and related data, and may act in the account at Customer's request, to support Customer and to operate, review, and improve Zeus and the Service.
• Zeus conversations. Messages to and from Zeus and records of Zeus's actions are Customer Content and Usage Data under the Data and privacy section, including Provider's use rights there. Messages Customer types to Zeus are a support channel for the Support Channels; No PHI term, and Customer will not type PHI to Zeus. Zeus's access to Customer Data already in the Service is part of the Service; Zeus's output may include that data, and where a BAA is executed it stays within Service features the BAA covers. Provider may provide the same or similar output to others and keeps all rights in Zeus, its templates, and its methods.
• Changes and limits. Provider may change Zeus's capabilities, models, permissions, usage limits, and availability, and may limit, suspend, or end Zeus or any of its features at any time. Zeus may decline a request. Customer will not try to make Zeus act outside Customer's own account, reveal its instructions, or get around its permissions or limits.
• Price. Zeus may be offered at no charge, as part of a Plan, or for usage-based fees, as described in the Order Form.

09Recording and consent; announcement control; API/webhook calls

• Recording and Consent. Customer is solely responsible for providing all legally required notices and obtaining and retaining all required consents for call recording, interception, transcription, automated analysis, storage, and related processing, including Provider's data use described in the Data and privacy section, for every participant on every affected call, including participants added by conference or transfer.
• Announcement control; attestation. Provider offers a default consent announcement as a compliance control. Where Provider permits Customer to disable it upon an attestation, Customer represents that each attestation is accurate, is made by an authorized organization administrator, and remains accurate for as long as the announcement is disabled. Any announcement or other notice Customer uses in place of Provider's default must give every notice applicable law requires, including notice of the data use described in the Data and privacy section, and each attestation covers that notice. Provider may suspend or revoke an announcement exception and restore the announcement at any time. Disabling the announcement does not disable recording, transcription, analysis, storage, or AI operation, and does not transfer any of Customer's legal obligations to Provider.
• API- and Webhook-Originated Calls. Calls that Customer originates or configures through Provider's APIs or webhook integrations may connect without any agent announcement. Such calls are expressly excluded from Provider's consent-announcement framework and from any representation, description, or documentation of that framework, and no Provider consent, recording, or disclosure control is represented to apply to them. Customer is solely responsible for all recording, monitoring, AI-participation, and identification notices and consents on those calls, and they are Consent Covered Claims for indemnification purposes.

10Data and privacy

• Data Protection. Provider processes Personal Data as described in the Data Processing Addendum, which is incorporated into and forms part of this Agreement.
• Use of Customer Data. Notwithstanding Sections 1.4, 1.5, 1.6, 10, and 11 of the Standard Terms, Provider may use and disclose Customer Content, Usage Data, and data derived from them for any purpose permitted by applicable law, including developing and improving products and AI models. This applies to that data whether Provider collected it before or after Customer accepts this version.
• Support Channels; No PHI. Support conversations — in-product chat, email, and connected business-messaging tools — are business communication channels, not PHI-processing surfaces, and their content may be handled or mirrored by subprocessors that are not covered by a BAA. Customer will not, and will ensure its Users do not, submit PHI through support channels. PHI may be shared with Provider only through Service features covered by an executed BAA.
• Precedence. The DPA controls for Personal Data, and an executed BAA controls for PHI, over any conflicting provision of this Agreement or the Standard Terms.

11Service term; suspension; termination

No Fixed Term; Service Term. Customer does not commit to a fixed subscription period or minimum term for the Service; optional Plans renew as described in the Order Form. The Agreement is effective as of the Effective Date and continues until formally terminated as set out below.

Termination. Customer may terminate the Agreement at any time by written notice to legal@thunderphone.com sent from the account's administrative email or another verifiable channel. Provider may terminate without cause on thirty (30) days' notice and may terminate or suspend for cause as provided in the Standard Terms.

Suspension is not termination; billing lapse is never a deletion trigger. Suspension for insufficient funds, failed payment, exhausted or negative balance, inactivity, or compliance review is not termination. A lapse in payment is never, by itself, a termination of this Agreement and is never a trigger for deletion of Customer Data. During suspension, the Agreement remains in effect and Customer Data is retained under the DPA, any executed BAA, the Privacy Policy, and the applicable retention schedule.

Data return and deletion. After formal termination, Provider will return or delete Customer Data within sixty (60) days, subject to Customer's export rights, backup cycles, legal holds, legally required retention, the DPA, and any executed BAA. PHI will be returned or destroyed as required by the BAA.

12Prepaid billing; payment; billing disputes

Prepaid Usage Billing. Sections 4.2 (Invoicing), 4.3 (Automatic Payment), and 4.5 (Payment) of the Standard Terms are replaced as follows; Sections 4.1 (Fees) and 4.4 (Taxes) continue to apply except as the Cloud Service Fees term modifies them. The Service is generally prepaid. Customer purchases usage credits, and charges are deducted from Customer's balance at the rates displayed in the Service or agreed in a signed Order Form. Plan fees are charged to Customer's balance or the payment method on file, as shown when Customer chooses the Plan. Customer must maintain a valid payment method on file to purchase credits, and may authorize automatic top-ups under the threshold, amount, and payment method selected in the Service. Provider may suspend usage when the balance is insufficient, negative, or cannot be replenished; suspension is governed by the Service Term section above and never triggers deletion of Customer Data. Customer will not receive general postpaid or net-30 invoicing unless Provider expressly approves it in a separately signed Order Form. If Provider expressly permits usage to exceed a prepaid balance, Customer authorizes Provider to charge the payment method on file for that excess usage.

Billing Disputes. Section 4.6 (Payment Dispute) of the Standard Terms is modified as follows: Customer must notify Provider of any good-faith billing dispute within 30 days after the charge date; the parties will work together in good faith to resolve disputes. Undisputed amounts remain payable.

13Liability caps and carve-outs

General Cap. Except as provided below, each party's aggregate liability is capped at the General Cap Amount: 1x the Fees paid or payable by Customer during the twelve (12) months preceding the event giving rise to the claim.

Increased Claims. The Increased Cap Amount — 3x the General Cap Amount — applies instead of the General Cap Amount to the following Increased Claims: breach of the confidentiality obligations in Section 10 (Confidentiality) of the Standard Terms; breach of the security obligations in Section 3 (Privacy & Security) of the Standard Terms or in the Security Measures annex of the DPA; breach of the DPA or an executed BAA; and Provider's indemnification obligations for Provider Covered Claims.

Unlimited Claims. No contractual cap or exclusion applies to the following Unlimited Claims: Customer's indemnification obligations for Customer Covered Claims (including all Consent Covered Claims), as designated in the Covered Claims section above; Customer's payment obligations; a party's infringement or misappropriation of the other party's intellectual property; fraud or willful misconduct; gross negligence where limitation is prohibited; or liability that cannot lawfully be limited. Nothing in this Agreement exempts a party from responsibility for its own fraud, willful injury, or violation of law where California Civil Code §1668 or other applicable law prohibits that exemption.

Time to bring claims. To the extent permitted by law, any claim against Provider arising from or relating to this Agreement must be brought within one (1) year after it arises, or it is permanently barred.

Nonwaivable rights. Nothing in this Agreement limits a data subject's rights, a regulator's authority, or obligations that cannot be limited under the SCCs, the UK Addendum, applicable privacy law, or HIPAA.

14Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES ARBITRATION OF DISPUTES ON AN INDIVIDUAL BASIS AND AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND TO A JURY TRIAL. YOU MAY OPT OUT WITHIN 30 DAYS AS DESCRIBED BELOW.

• Application; No Retroactive Effect. This Dispute Resolution section applies only to disputes that arise or accrue after Customer affirmatively accepts a version of this Agreement containing this section. It does not apply to any dispute that arose or accrued before that acceptance, and it does not displace the dispute-resolution terms of a separately signed agreement.
• Thirty-Day Opt-Out. Customer may opt out of this Dispute Resolution section by emailing legal@thunderphone.com within thirty (30) days after Customer first affirmatively accepts a version of this Agreement containing arbitration. The notice must identify Customer's legal name, organization, and account email, and clearly state that Customer opts out of arbitration. An opt-out applies to the Customer account identified in the notice and binds both parties as to that Customer. Opting out will not affect Customer's access to the Service or any other provision of this Agreement.
• Informal Resolution First. Before commencing arbitration, the claimant must send a written notice describing the dispute, the material facts, the account involved, and the relief sought. Customer must send notice to legal@thunderphone.com. Provider must send notice to Customer's administrative account email and any contractual notice address. The parties will attempt in good faith to resolve the dispute for thirty (30) days after receipt, and either party may commence arbitration only after that period. Applicable limitation periods and contractual filing deadlines are tolled during that period. Either party may seek emergency temporary relief necessary to prevent imminent irreparable harm, and either party may bring an eligible small-claims action, without completing this process.
• Binding Arbitration. Except as provided in this section, any dispute, claim, or controversy arising out of or relating to this Agreement or the Product, including its formation, interpretation, breach, or termination, will be finally resolved by binding arbitration administered by JAMS before one neutral arbitrator, in English. The JAMS Streamlined Arbitration Rules (jamsadr.com/rules-streamlined-arbitration) apply when the amount sought is $250,000 or less, excluding attorneys' fees and interest; the JAMS Comprehensive Arbitration Rules (jamsadr.com/rules-comprehensive-arbitration) apply otherwise, in each case as in effect when the arbitration demand is filed. The Federal Arbitration Act governs the interpretation and enforcement of this section. Judgment on the award may be entered in any court of competent jurisdiction.
• Consumer Arbitrations; Fees. A "Consumer Arbitration" is any arbitration in which Customer is an individual who obtained or used the Product primarily for personal, family, or household purposes, and any arbitration that JAMS treats as a consumer arbitration under its Consumer Minimum Standards (jamsadr.com/consumer-minimum-standards). In every Consumer Arbitration, those standards apply, Customer will pay no more than $250 total in administrator and arbitrator fees regardless of any administrator applicability determination, and Provider will pay all remaining administrator and arbitrator fees; if Provider initiates a Consumer Arbitration against Customer, Customer pays no administrator or arbitrator fees at all. These commitments are subject to any greater right provided by law. In a nonconsumer arbitration, fees are allocated under the applicable JAMS rules. Each party bears its own attorneys' fees unless a statute, this Agreement, or the arbitrator's award permits fee shifting.
• Seat; Hearings. The legal seat of arbitration is San Francisco County, California. Hearings may be conducted by videoconference, and a consumer may participate remotely or from the county of the consumer's residence when required by JAMS standards or applicable law.
• Fallback Administrator. If JAMS is unavailable or declines to administer the arbitration, it will be administered by the American Arbitration Association under its Commercial or Consumer Arbitration Rules, as applicable. If neither administrator is available, a court may appoint an arbitrator under 9 U.S.C. §5.
• Delegation. A court, not the arbitrator, will decide disputes concerning whether an arbitration agreement was formed, whether Customer accepted an amendment or which competing agreement controls, the enforceability of the class- or representative-action waiver, and whether a request constitutes nonwaivable public injunctive relief. The arbitrator will decide all other questions concerning the scope and application of this section, including arbitrability of particular claims.
• Coordinated and Mass Filings. If seventy-five (75) or more substantially similar arbitration demands are submitted or credibly threatened against the same party by the same or coordinated counsel, the JAMS Mass Arbitration Procedures and Guidelines (jamsadr.com/mass-arbitration-procedures) will apply. A JAMS Process Administrator may determine administrative issues and group common questions for scheduling, discovery, or other efficient case management. Each claimant retains an individual merits determination and individual remedy unless all affected parties agree otherwise in writing. No bellwether decision will bind a nonparty or nonparticipating claimant. Applicable limitation periods and contractual filing deadlines are tolled from delivery of a substantially complete demand until JAMS permits that demand to proceed. Neither party may use this process to impose unreasonable delay. Administrative grouping under this paragraph is not a class, collective, consolidated-merits, or representative action.
• Exceptions. Either party may (a) bring an individual claim in small-claims court, or (b) seek injunctive or other equitable relief in the Chosen Courts for actual or threatened infringement or misuse of intellectual property or confidential information, or unauthorized access to the Product.
• Individual Proceedings; Nonwaivable Relief. Except as stated in this paragraph, each party may bring claims only in its individual capacity, and not as a plaintiff or class member in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate more than one person's claims or preside over any form of representative proceeding. Nothing in this Agreement waives a right to seek public injunctive relief where applicable law prohibits that waiver, prevents either party from reporting conduct to or participating in proceedings before a government agency, or restricts an agency's authority to investigate or obtain relief. To the extent permitted by law, arbitrable liability and individual-remedy issues will be resolved in arbitration first, and only a nonarbitrable public-injunctive remedy will proceed in the Chosen Courts.
• Jury Trial Waiver. To the extent any dispute proceeds in court rather than arbitration, each party knowingly and irrevocably waives its right to a trial by jury.
• Severability. If any portion of the waiver of class, collective, consolidated, or representative proceedings or relief is found unenforceable, only the specific nonwaivable relief or remedy affected by that finding will proceed in the Chosen Courts; every arbitrable claim, liability determination, and individual remedy — including those attached to the same claim — remains subject to individual arbitration under this section. Any other invalid language in this section will be severed only to the minimum extent necessary.
• Precedence. This section governs dispute resolution notwithstanding anything to the contrary in the Standard Terms. Mandatory forum, supervisory-authority, and data-subject rights under the DPA, the SCCs, the UK Addendum, an executed BAA, or applicable law control over this section and over the Chosen Courts selection.

15Changes to this Agreement; versioning

Changes; Versioning; Acceptance. Provider may update this Agreement by sending notice to Customer's administrative email and posting the updated Agreement at least thirty (30) days before its effective date. A change to rates, fees, Plans, no-charge features, Zeus, or the features, models, vendors, and components of the Service is made under the Order Form and the Zeus section, is not an update to this Agreement, and needs no notice under this section. Continued use after the effective date constitutes acceptance of an update other than a Dispute Resolution Update. If Customer does not agree to an update, Customer's remedy is to stop using the Service and ask Provider to close its account and delete its Customer Data by emailing legal@thunderphone.com before the update takes effect. A "Dispute Resolution Update" is any addition or material change to arbitration, delegation, jury-trial waiver, or class-, collective-, consolidated-, representative-, or public-injunctive-relief provisions; a Dispute Resolution Update will apply only after Customer affirmatively accepts the updated Agreement electronically and will not apply to a dispute that arose or accrued before that acceptance. A customer governed by a separately signed agreement remains governed by that signed version unless the parties agree otherwise in writing or electronically. Each version of this Agreement is identified by a version number, and Provider retains an archival copy and SHA-256 hash of each version as presented. This section expressly modifies Section 12.2 of the Standard Terms.