BINDING CONTRACTUAL SPECIFICATION

FULL AGREEMENT

Effective Date: November 9, 2026. This Terms of Service agreement constitutes a legally binding instrument between New Generation Enterprises LLC and the enterprise entity or authorized subscriber utilizing our platform and automation infrastructure.

01. ACCEPTANCE OF CONTRACTUAL TERMS

By signing an enterprise execution order, creating an account, or accessing the software platforms provided by New Generation Enterprises LLC ('Company', 'we', 'us'), you ('Client', 'Subscriber', 'User') irrevocably agree to comply with and be bound by all terms, conditions, and notices contained herein. If you are entering into this agreement on behalf of a corporation or other legal entity, you represent and warrant that you possess full legal authority to bind that entity to these provisions.

02. DESCRIPTION OF SERVICES & INFRASTRUCTURE SLA

The Company supplies proprietary B2B software-as-a-service, communications gateways, and managed automation pipelines. Target service availability is 99.9% uptime excluding designated maintenance windows announced 48 hours in advance. Emergency hotfixes and scheduled infrastructure upgrades do not constitute service level failures.

03. USER ACCOUNTS, AUTHENTICATION & SECURITY

Subscribers must safeguard administrative API credentials and multi-factor authentication tokens. Account credentials may not be shared outside the contracted organization. Any suspicious breach, unauthorized token generation, or unauthorized database access must be reported to [email protected] within 24 hours of discovery.

04. SUBSCRIPTION FEES, USAGE RATES & BILLING CYCLES

Platform access is billed on a mandatory recurring basis. The recurring core subscription fee is set at $300 per month, charged automatically on the calendar date corresponding to the initial registration date. Additional telephony, message segment throughput, or custom API endpoints will be billed concurrently based on meter records. Delinquent payments surpassing seven calendar days will trigger an automated suspension of system routing.

05. CANCELLATION NOTICE & STRICT REFUND POLICY

Subscribers may initiate contract termination at any time through their designated portal settings or by serving written cancellation notice. To prevent the automatic processing of the subsequent billing cycle, written notice or cancellation execution must be completed at least 3 business days prior to the recurring renewal timestamp.

CRITICAL CLAUSE CALLOUT: STRICT NON-REFUNDABLE FEES
All recurring platform fees, including the monthly SaaS fee of $300/mo, onboarding disbursements, and carrier registration pass-through costs, are strictly non-refundable once billed. No partial credits, prorated reimbursements, or trial extensions will be issued for mid-cycle cancellations, dormant accounts, or underutilized message segments.

06. PROPRIETARY RIGHTS, PATENTS & DATA OWNERSHIP

New Generation Enterprises LLC retains all right, title, and interest in and to all platform software, algorithms, data architectures, user interfaces, and technical documentation. The Client maintains exclusive ownership over their customer records and proprietary business data uploaded into the system. Client grants the Company a limited, non-exclusive license to process such data strictly as required to fulfill service obligations.

07. TCPA & A2P 10DLC REGULATORY COMPLIANCE MANDATE

Subscribers transmitting SMS, MMS, voice calls, or automated telephony through our API must strictly satisfy all federal Telephone Consumer Protection Act (TCPA) guidelines, CTIA rules, and A2P 10DLC brand registration protocols prior to transmitting outbound campaigns.

CRITICAL CLAUSE CALLOUT: MANDATORY EXPRESS CONSENT & INDEMNIFICATION
The subscriber assumes sole legal liability for collecting, verifying, and logging documented Prior Express Written Consent for each individual recipient. Any fine, carrier surcharge, or legal judgment levied by regulatory bodies, cellular carriers, or class-action litigants stemming from unsolicited communications transmitted via your credentials shall be fully indemnified by the subscriber.

08. LIMITATION OF LIABILITY & MUTUAL INDEMNIFICATION

To the maximum extent permitted by applicable law, New Generation Enterprises LLC and its officers, directors, and employees shall not be liable for any indirect, incidental, punitive, or consequential damages, including lost profits, loss of data, or system downtime. In no event shall the total aggregate liability of the Company exceed the total fees paid by the subscriber in the three (3) months preceding the event giving rise to liability.

09. GOVERNING LAW, JURISDICTION & MANDATORY ARBITRATION

This agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any legal controversy or claim arising out of or relating to this contract shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Both parties waive any entitlement to participate in class-action proceedings.

10. AMENDMENTS & OFFICIAL LEGAL CONTACT INQUIRIES

The Company reserves the right to modify these contractual terms by posting updated versions with a revised effective timestamp. Material adjustments impacting fee schedules will be communicated via verified account email at least 30 days prior to implementation. For formal regulatory filings, statutory notices, or compliance verifications, contact our legal department via certified mail: New Generation Enterprises LLC, Attn: Legal & Regulatory Affairs, 1209 Orange Street, Wilmington, DE 19801, or by digital submission to [email protected].