VoIP Service Terms

VoIP Service Terms

This VoIP Service Terms agreement is entered into by and between:

Provider Name:

Client Name:

Client Service Location:

RECITALS

WHEREAS, Provider is engaged in the business of supplying voice-over-IP communications services, network connectivity, and ancillary services utilizing Provider's facilities and third-party carriers; and

WHEREAS, Client desires to obtain VoIP services from Provider and Provider agrees to furnish such services subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall supply VoIP telephony services, including call routing, session initiation, trunking to the public switched telephone network where applicable, number provisioning, and management of service-related network elements as described below. Provider's obligations do not include in-premises wiring beyond the demarcation point unless expressly stated in the Scope of Work.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the services provided. All fees are due in U.S. Dollars and are non-refundable unless otherwise specified in this Agreement.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for all costs of collection, including reasonable attorneys' fees and expenses.

Taxes, regulatory fees, and carrier surcharges are the responsibility of Client unless Provider explicitly states otherwise in writing. Usage charges for calls in excess of any included minutes are billed at the rates provided in the applicable rate schedule and are due under the same terms as recurring fees.

TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue through the End Date unless earlier terminated as provided herein.

Effective Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Provider may suspend service without prior notice where necessary to protect network integrity or to address an emergency or illegal use; suspension shall not be deemed a waiver of Provider's right to terminate.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other 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 does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without breach of any obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. These obligations shall survive termination of this Agreement for a period of years.

SERVICE LEVELS AND LIABILITY

Provider shall use commercially reasonable efforts to provide the services in a continuous and professional manner. Provider's liability for any claim arising under this Agreement, whether in contract, tort or otherwise, shall be limited to direct damages not to exceed the aggregate fees paid by Client to Provider in the three (3) months immediately preceding the event giving rise to the claim. In no event shall Provider be liable for incidental, consequential, punitive, or special damages, including but not limited to loss of profits or business interruption.

Service credits, if any, for failure to meet agreed service levels shall be Client's exclusive remedy for service outages and will be provided pursuant to Provider's published service level policy as incorporated into this Agreement.

COMPLIANCE, E911, AND ACCEPTABLE USE

Client is responsible for compliance with applicable laws and regulations in use of the services. Provider makes no guarantee of emergency service (E911) availability and Client acknowledges the technical limitations of VoIP for emergency calling. Client shall not use the services for unlawful or abusive purposes; Provider may suspend or terminate service for violations of acceptable use standards.

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, including any exhibits and order forms executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a sale of all or substantially all of its assets or a merger.

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