Vigilis Carrier Letter of Agency (Specimen)

Party Information and Effective Date

Empty cells above are completed at execution.

This Carrier Letter of Agency (this “LOA”) is entered into by and between the parties identified in the Party Information table above, effective as of the Effective Date stated in that table or, if no date is stated there, the date of the last signature in Section 11 (the “Effective Date”).

1. Recitals

A. Customer and Vigilis are parties to a Vigilis Services Master Services Agreement and one or more Order Forms or Statements of Work thereunder (collectively, the “Services Agreement”) pursuant to which Vigilis provides telecommunications expense management, the Vigilis platform, managed services, and, where ordered, field and engineering services to Customer.

B. To perform the Services, Vigilis requires authorization to act on Customer’s behalf with Customer’s existing and future telecommunications carriers, internet service providers, cloud-services providers, and similar third-party service providers (collectively, “Carriers”).

C. This LOA documents Customer’s authorization of Vigilis to act as Customer’s limited agent for the purposes set forth below. This LOA is incorporated by reference into the Services Agreement.

2. Grant of Limited Agency

Customer hereby appoints Vigilis as Customer’s limited agent and authorizes Vigilis to act on Customer’s behalf with all Carriers from which Customer purchases services, solely for the purposes and within the scope set forth in Section 3. This appointment is limited to the purposes set forth in Section 3 and does not authorize Vigilis to act as Customer’s agent for any other purpose.

3. Scope of Authority

Customer authorizes Vigilis (including Vigilis personnel, subcontractors, and the Vigilis platform acting on Customer’s behalf) to take the following actions with respect to Customer’s Carrier accounts and services:

(a) Account access. Access Carrier customer portals, APIs, billing systems, ordering systems, ticketing systems, and other Carrier-provided interfaces using Customer-provided credentials, sign-in tokens, or similar authentication.

(b) Account information. Request, receive, and download account, billing, service inventory, contract, usage, and similar information from Carriers.

(c) Order submission and management. Submit, modify, accelerate, hold, cancel, and otherwise manage service orders (including new orders, moves, adds, changes, and disconnects) with Carriers, subject to the limits in Section 4.

(d) Trouble tickets. Open, manage, respond to, and close trouble tickets and service-affecting incidents with Carriers.

(e) Billing and dispute management. Audit invoices, identify discrepancies, file billing disputes, request credits, and follow up on dispute resolution with Carriers.

(f) Contract administration. Receive contract renewal notices, request contract pricing or terms, and provide non-binding input to Customer on Carrier contract decisions.

(g) Customer representation. Identify Vigilis as Customer’s authorized representative when interacting with Carriers, and use Customer’s name and account information as reasonably necessary to perform the actions authorized in this Section 3.

4. Limits on Authority

Customer’s authorization is subject to the following limits:

(a) Financial commitments. Vigilis will not, without Customer’s separate written approval (which may be by email), make commitments on Customer’s behalf that materially increase Customer’s recurring spend with any Carrier or that commit Customer to a new fixed term of more than twelve (12) months.

(b) Service cancellations. Vigilis will not cancel any active Carrier service without Customer’s prior written approval (which may be by email), except routine cancellations expressly contemplated in an Order Form or Statement of Work or initiated by an Authorized User through the Vigilis platform per Customer-configured rules.

(c) Bypass of Customer’s procurement. Vigilis will not, without Customer’s separate written approval, engage new Carriers or sign new master contracts in Customer’s name.

(d) Engagement-specific limits. An Order Form or Statement of Work may set additional limits on Vigilis’s authority for a specific engagement, in which case those limits also apply.

5. Customer Obligations

(a) Credentials. Customer will provide Vigilis with the credentials, account numbers, contact information, and authorizations reasonably necessary for Vigilis to take the actions authorized in this LOA. Customer will update Vigilis promptly when any such information changes.

(b) Customer responsibility for actions. Customer remains solely responsible for all charges, commitments, and obligations to Carriers resulting from actions authorized under this LOA, including any Carrier Charges incurred through actions taken by Vigilis or the Vigilis platform consistent with this LOA and the Services Agreement.

(c) Carrier acknowledgment. Upon Vigilis’s request, Customer will execute and deliver to a specific Carrier any Carrier-specific authorization form, agency letter, or similar document required by that Carrier to recognize Vigilis as Customer’s authorized representative.

6. Term; Revocation

This LOA is effective on the Effective Date and continues for so long as the Services Agreement remains in effect, unless earlier revoked by Customer. Customer may revoke this LOA at any time, in whole or with respect to any specific Carrier, by giving Vigilis written notice. Revocation is effective when received. Vigilis will cease the authorized actions promptly after receipt of revocation, but is not liable for actions taken in good faith before receipt of revocation. Revocation of this LOA does not terminate the Services Agreement and does not relieve Customer of its payment obligations under it; to the extent Vigilis’s performance depends on the revoked authority, Vigilis’s corresponding obligations are excused until the authority is restored (Services Agreement Section 11.1). Termination of the Services Agreement automatically terminates this LOA.

7. Confidentiality and Data

Information Vigilis accesses, receives, or processes pursuant to this LOA, including Carrier credentials, account information, billing data, and inventory data, is Customer’s Confidential Information under Section 13 of the Services Agreement and Customer Data under Section 9 of the Services Agreement.

8. Indemnification

Customer’s and Vigilis’s respective indemnification obligations with respect to actions taken under this LOA are governed by Section 14 of the Services Agreement. For the avoidance of doubt, Customer’s indemnification under Section 14.4 of the Services Agreement (including for Carrier Charges resulting from authorized actions) applies to actions taken under this LOA.

9. Limitation of Liability

The limitations of liability set forth in Section 15 of the Services Agreement apply to liabilities arising under this LOA.

10. Miscellaneous

10.1 Incorporation. This LOA is incorporated by reference into the Services Agreement. In the event of conflict between this LOA and the Services Agreement on matters within this LOA’s scope (carrier agency and related obligations), this LOA controls.

10.2 Governing Law. This LOA is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles. Disputes arising out of or relating to this LOA will be resolved in accordance with Section 17 of the Services Agreement.

10.3 Counterparts; Electronic Signature. This LOA may be executed in counterparts. Electronic signatures have the same effect as original signatures.

10.4 Entire Agreement; Amendment. This LOA, together with the Services Agreement and any applicable Order Form or Statement of Work, constitutes the entire agreement of the Parties with respect to the carrier agency arrangement. No amendment is effective unless in writing signed by both Parties.

11. Signature Block

Socium IT LLC dba Vigilis (Agent)

Customer (as identified in the Party Information table above)

Version 1.2. Effective September 4, 2026.