VoIP Service Terms of Service

VoIP Service Terms of Service

Recitals

WHEREAS, Provider Name: operates and maintains cloud-based voice over IP (VoIP) services and related support; and

WHEREAS, Subscriber Name: desires to obtain such VoIP services pursuant to the terms and conditions set forth in this agreement; and

WHEREAS, the parties agree that the provision of Services shall be governed by the terms below and any exhibits or service orders executed by the parties.

Scope of Work

Provider will deliver hosted VoIP telephony and ancillary services as described below. Provider will be responsible for network-level transport of voice traffic, core PBX features, and routine operational monitoring. Subscriber is responsible for local premises equipment, power, and end-user configuration unless otherwise stated.

Payment Terms

Subscriber shall pay Provider the fees set forth below. All fees are due in United States dollars and are non-refundable except as expressly provided in this agreement. Taxes levied on services by any governmental authority are the responsibility of Subscriber unless a valid exemption is provided.

All charges not paid when due are subject to the Late Fee and Provider may suspend Services if payments are delinquent beyond the notice periods specified herein. Provider may also accelerate outstanding amounts upon termination for cause.

Term and Termination

This Agreement shall commence on the Service Start Date and shall continue for the Initial Term specified below unless earlier terminated in accordance with this section.

Service Start Date:    Service End Date (if applicable):

Either party may terminate for the other party's material breach if such breach is not cured within thirty (30) days following written notice. Provider may suspend Services immediately for non-payment. Upon termination Subscriber shall pay all accrued charges and return or decommission Provider equipment in accordance with Provider's instructions.

Confidentiality

Each party shall treat as confidential all non-public information of the other party disclosed in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or that the receiving party can demonstrate was independently developed or rightfully obtained from a third party.

A receiving party may disclose Confidential Information to employees, contractors, or agents who have a need to know, provided such persons are bound to confidentiality obligations no less protective than those herein. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Subscriber acknowledges that Provider may process call detail records and usage data for billing and operational purposes. Provider will not intentionally disclose Subscriber's content-level communications except as required by law or to enforce Provider's rights.

Subscriber acknowledges the Confidentiality terms and agrees to be bound by them.

Service Levels and Limitations of Liability

Provider will use commercially reasonable efforts to provide Services with an annual uptime target of . Service credits for failures to meet published targets, if any, will be Subscriber's sole and exclusive remedy for such failures.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Acceptable Use and Compliance

Subscriber shall use Services in compliance with all applicable laws and shall not use Services for fraudulent, abusive, or illegal purposes. Provider reserves the right to suspend or terminate Services immediately if Subscriber's use threatens network integrity, causes service degradation, or violates law.

Subscriber acknowledges and will comply with Provider's Acceptable Use obligations.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Except as otherwise required by law, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located within that state for any dispute arising out of this Agreement.

Indemnification

Subscriber shall defend, indemnify and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Subscriber's breach of this Agreement, unlawful use of Services, or violation of third-party rights.

Entire Agreement

This Agreement, together with any executed Service Order Forms, exhibits, or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

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

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