Legal UCaaS Document

UNIFIED COMMUNICATIONS AS A SERVICE AGREEMENT

This Unified Communications as a Service Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: (Entity Type: Corporation LLC Individual ), principal place of business: ("Provider"), and Client Name: (Entity Type: Corporation LLC Individual ), principal place of business: ("Client").

RECITALS

WHEREAS, Provider operates and provides cloud-based unified communications services, including but not limited to voice-over-IP telephony, messaging, presence, conferencing, and related management and support services (collectively, the "Services"); and

WHEREAS, Client desires to obtain access to and use the Services for its internal business purposes, and Provider is willing to provide such Services under the terms set forth herein; and

WHEREAS, the parties intend to allocate responsibilities for service delivery, data protection, support, billing and remedies in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Agreement" means this Agreement, including all schedules and attachments. "Services" means the cloud-hosted unified communications services described in Section 2. "Customer Data" means data, content and information provided or submitted by Client or its users in connection with use of the Services. "SLA" means the service levels and remedies set forth in Section 3.

2. PROVISION OF SERVICES

Provider shall provide the Services described in the Service Description below. Provider will use commercially reasonable efforts to make the Services available in accordance with this Agreement and the applicable SLA. Provider may provide updates, enhancements and new features as they become available subject to Section 15. Client shall use the Services in accordance with Provider's acceptable use policies and instructions and shall not use the Services to transmit unlawful or infringing materials.

3. SERVICE LEVELS AND CREDITS

Provider warrants that the Services will be available at least uptime per calendar month, excluding scheduled maintenance and events outside Provider's control. In the event Provider fails to meet the uptime commitment, Client's sole and exclusive remedy shall be service credits calculated as follows:

Credits are Client's exclusive remedy for SLA failures. To receive credits, Client must request the credit in writing within thirty (30) days after the end of the month in which the SLA failure occurred and provide reasonable substantiation.

4. FEES, INVOICING AND PAYMENT

Late payments shall accrue interest at or the maximum permitted by applicable law, whichever is lower. Provider may suspend Services for nonpayment after providing ten (10) days' written notice.

5. TAXES

Fees are exclusive of taxes, duties and similar governmental assessments. Client shall pay all taxes imposed on Client's receipt or use of the Services, excluding taxes based on Provider's net income. If Provider is required to collect or pay any taxes for which Client is responsible, Provider will invoice Client for such amounts.

6. TERM AND TERMINATION

The Agreement commences on the Effective Date and continues for the Initial Term set forth above and thereafter shall automatically renew for successive terms of months unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice. Termination shall not relieve Client of obligation to pay accrued fees.

7. CUSTOMER DATA; PRIVACY; DATA PROCESSING

Provider will process Customer Data only in accordance with Client's documented instructions and this Agreement. Provider implements commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration and destruction.

Upon expiration or termination, Provider will, at Client's election, delete or return Customer Data in Provider's possession in accordance with Client's written instructions. Provider may retain one archival copy of Customer Data to the extent required by law or for Provider's legitimate business purposes subject to confidentiality obligations.

8. CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence and not disclose the other party's (the "Disclosing Party") Confidential Information and shall only use such Confidential Information to perform its obligations under this Agreement. Confidential Information excludes information that is (a) publicly known through no fault of the Receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information as required by law, provided it gives the Disclosing Party prompt notice and cooperates in any lawful effort to limit disclosure.

9. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Services, Provider software, systems and technology, and all related intellectual property rights. Provider grants Client a limited, non-exclusive, non-transferable license to access and use the Services during the Term solely for Client's internal business purposes. Client retains ownership of Customer Data and any feedback provided to Provider shall be owned by Provider and may be used by Provider without restriction.

10. WARRANTIES; DISCLAIMER

Provider warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR LIABILITY FOR BODILY INJURY OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. INDEMNIFICATION

Provider shall indemnify and defend Client from and against third-party claims alleging that the Services, as provided by Provider, infringe a third party's intellectual property rights, and shall pay resulting damages finally awarded. Client shall indemnify Provider for claims arising from Customer Data or Client's misuse of the Services. The indemnified party shall provide prompt notice, exclusive control of the defense, and reasonable cooperation.

13. SUPPORT AND MAINTENANCE

Provider shall provide support in accordance with the support terms below. Provider will respond to incidents as follows: Severity 1 within and standard business support hours are .

14. SECURITY AND COMPLIANCE

Provider shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect Customer Data. Provider shall notify Client without undue delay upon becoming aware of a security breach affecting Customer Data and in any event within hours of discovery, describing the nature of the incident and remedial measures undertaken.

15. CHANGES; AMENDMENTS; TRANSITION

Changes to the Services that materially increase fees or materially reduce functionality will be subject to Client's prior written consent. Provider may require a change order signed by both parties for scope, schedule or fee changes. Upon termination, Provider will provide reasonable transition assistance at Provider's then-current rates; transition assistance fees:

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below. Notices are deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) days after deposit in the mail when sent by certified mail, return receipt requested.

17. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any remedy shall not operate as a waiver of that remedy. This Agreement may be executed in counterparts, each of which shall be deemed an original.

18. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of laws principles. This Agreement, together with any executed statements of work and schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements. If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect.

MISCELLANEOUS

If any term requires interpretation, the parties acknowledge they have had the opportunity to receive independent legal advice and that any ambiguity shall not be construed against the drafter. The parties shall cooperate to execute any additional documents reasonably required to carry out the purposes of this Agreement.

Sign Now