Hosted PBX Agreement

HOSTED PBX AGREEMENT

This Hosted PBX Agreement (the "Agreement") is entered into as of between Provider Name: , with principal place of business at (hereinafter "Provider"), and Client Name: , with address (hereinafter "Client").

WHEREAS

WHEREAS, Provider operates and maintains a cloud-based private branch exchange telephony platform and associated voice services (the "Platform"); and

WHEREAS, Client desires to obtain access to Provider's Platform and related services, and Provider is willing to provide such services to Client on the terms and conditions set forth in this Agreement.

SCOPE OF SERVICES

Provider will host, maintain and make available to Client the Hosted PBX services described below (the "Services"). Services include telephony routing, call handling, voicemail, user extensions, and administrative portal access, together with any optional features selected by Client and accepted by Provider.

SERVICE COMPONENTS

Client selects the following service components to be delivered under this Agreement:

SIP Trunks Voicemail Call Recording Administrative Portal

SERVICE LEVELS AND SUPPORT

Provider shall use commercially reasonable efforts to make the Services available with an uptime of % per calendar month, excluding scheduled maintenance and events outside Provider's reasonable control.

Support hours: . Response time for severity 1 incidents: .

PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the billing schedule. All amounts are payable in lawful currency and are exclusive of taxes, duties and similar charges for which Client is responsible.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower), plus a minimum late fee of .

TERM AND TERMINATION

The initial term of this Agreement shall commence on and shall continue through unless earlier terminated in accordance with this Agreement.

This Agreement will automatically renew for successive renewal terms of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, customer data, call records, network configurations and pricing. The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was lawfully known to Receiving Party prior to disclosure; (c) is disclosed to Receiving Party by a third party having the lawful right to do so; or (d) is independently developed by Receiving Party without use of Confidential Information.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR FOR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

COMPLIANCE AND ACCEPTABLE USE

Client shall use the Services in compliance with applicable law and Provider's acceptable use policies. Client is responsible for lawful call handling, consent for call recording where enabled, and compliance with emergency calling requirements. Provider may suspend Services for Client's material and uncured violations of acceptable use or applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other addresses as a party may specify in writing.

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