Master Services Agreement

This Master Services Agreement (hereinafter “Agreement”) is entered into by and between the Customer who has entered into one or more Service Order(s) with an authorized distributor of SIPEngines, LLC’s carrier services, the FCC-registered voice carrier of the FCC-regulated services provided hereunder (“Supplier”). Throughout this Agreement, Customer and Supplier are designated together as the “Parties,” and sometimes individually as “the Party.” This Agreement is effective as of the date set forth on the Service Order, or, if not supplied therein, the date on which Customer first uses any of Supplier’s Services (“Effective Date”).

In consideration of the Parties’ mutual covenants set forth in this Agreement, Supplier shall make available for purchase by Customer certain telecommunications and related voice and data services (the “Service” or “Services”), and Customer shall pay Supplier for the Services provided to or otherwise received by Customer, all as further and more particularly described in the Exhibits and Service Orders to this Agreement, which are incorporated herein by reference.

1. Service Order

Customer shall request Services by submitting such requests to Supplier from time to time, on forms provided by Supplier (“Service Order”). A Service Order shall be effective when fully executed by Customer, and shall become part of thisAgreement to the extent that it specifies the type of Service to be provided, the rate(s) therefor, and any other information necessary for Supplier to provide Services to Customer. To the extent any provision of this Agreement expressly conflicts with a term of a Service Order, the conflicting provision of the Service Order shall govern solely to the extent of such conflict.

2. Term

Starting from the Effective Date, unless otherwise specified in a Service Order, this Agreement shall remain in effect for a period of one (1) year and will automatically renew for successive one (1) year terms unless earlier terminated.  Either Party may avoid that automatic renewal, without cost or penalty, upon providing written notice, at least sixty (60) calendar days prior to the expiration of the current term, of the termination of the Agreement at the end of the then-current term. Notwithstanding the foregoing, Supplier may suspend or terminate this Agreement and/or any Service Order without prior notice in the event Customer transmits fraudulent or otherwise apparently illegal calls over Supplier’s network or is credibly alleged to have done so by any third party or governmental or quasi-governmental body or agency or delegate thereof. Upon termination, the obligations of each Party under this Agreement shall cease and be of no further force or effect; provided, however, that under no circumstances shall Customer be relieved of its obligation to pay Supplier for Services provided through the date of termination, or for any costs or minimum-purchase commitments remaining on a given Service Order, as specified in an Exhibit or Service Order. Further, those clauses herein that by their nature must survive to meet their purpose, including Sections 6, 8, and 9, shall likewise survive the termination of this Agreement.

3. Charges and Payment Terms

• Fees and Payment:  Customer agrees to and shall pay Supplier all rates and charges due as described in the Service Order(s) entered into by Customer. For nonpayment, Supplier may, at its sole discretion and after prior written notice, suspend Customer’s use of the Service until payment is made. Customer cannot withhold, reduce or set-off fees owed during the Term. For any invoice that Customer fails to pay by its due date, interest will thereafter accrue on such unpaid amount at the maximum allowable rate. The fees payable shall be calculated by reference to data recorded by Supplier and not by reference to any data recorded by Customer. Supplier’s Invoices shall be final, conclusive, and binding on Customer, provided that the Customer may dispute an invoice in writing, in good faith; such written dispute must include a written explanation and accounting sufficiently detailed and substantiated to enable Supplier to investigate Customer’s billing dispute and be sent to Supplier no later than within sixty (60) days from the date of the applicable invoice. Customer will timely pay any undisputed part of such invoice. Customer’s failure to contest a charge within sixty (60) calendar days after Customer’s receipt of the corresponding invoice shall create an irrefutable presumption that the invoice is correct and due and owing from Customer. If the dispute resolution is in favor of Supplier, the original invoice charge is due and owing from Customer within three (3) calendar days of Supplier’s written notification to the Customer. All undisputed charges for Services that remain unpaid by Customer after the due date of the invoice will be subject to interest from the date of the invoice at the maximum rate allowable by applicable law. No omission or delay by Supplier in invoicing any sums shall prohibit Supplier from raising an invoice later, nor shall it relieve Customer of its liability to pay.Fees and Payment
• Additional Charges, Taxes and Fees:  Customer acknowledges and understands that all charges stated in the Exhibit(s) and Service Order(s) are computed by Supplier exclusive of any applicable sales or use taxes, excise taxes, gross receipts taxes, corporate taxes, franchise taxes, personal property taxes, utility taxes, value-added sales or privilege taxes, other taxes, duties, fees, assessments, pass-through charges, or other federal, state, county or local governmental charges or regulatory fees of any kind whatsoever, such as Universal Service Fund (USF), e911, LNP, and TRS, along with a regulatory recovery fee designed to collect a reasonable estimate of Supplier’s estimated costs of legal and regulatory compliance (“Additional Charges”), which Customer agrees to pay. To the extent Customer is exempt from any one or more of the Additional Charges, Customer shall provide Supplier with a properly executed certificate of exemption for each such exemption for each billing period in which such exemption is claimed.
• Time Zone, Rate Decks, and MOU Calculation: All minute-of-use-based charges will be based on the time recorded by Supplier’s facilities, which will be recorded based on Greenwich Mean Time (GMT/UTC) unless otherwise stated on an applicable Service Order.  If applicable, Supplier calculates billable call duration from the time it receives the initial “INVITE” packet to the time it receives the final “BYE” packet. All usage is billed in the time increments identified in the applicable Service Order(s) and in accordance with the type of traffic at issue, with usage measurement beginning upon the initiation of the first “INVITE” packet. For voice service provider customers, unless expressly stated to the contrary in any applicable Service Order, and in addition to Supplier’s right to re-rate traffic that does not meet published traffic criteria, Supplier can prospectively adjust all rates for its Services by providing updated rate decks or other pricing information, via email to the voice service provider Customer Administrator’s email address on file, which shall take effect seven (7) calendar days after such updated rate information has been sent to voice service provider Customer. Customer is responsible for reviewing all such rate notifications, and its continued use of the Services constitutes its acceptance of any such updated rates and its agreement to pay such updated rates.
• Payment Terms: Unless otherwise specifiedin a Service Order, the Parties agree that Supplier shall invoice Customer monthlyfor Services (the “Billing Cycle”), and all invoiced amounts are to be fully paidin US funds within thirty (30) daysof the invoice date (the “DueDate”). Acceptable payments forms include ACH electronic funds transfer, wiretransfer, credit card and/or Check (remittance address included in the invoice).  Payments made by credit card are subject toadditional processing fees. Each Party shall be responsible for all transactioncharges assessed by, or on behalf of, its own bank.
• Suspension and Termination of Services: In the event payment is not received from Customer by the Due Date, Supplier may, in its sole discretion, suspend all or any portion of the Services following Supplier's providing written notice regarding nonpayment and suspension to Customer.Customer shall have ten (10) days from its receipt of Supplier’s written notice regarding nonpayment and suspension to cure its nonpayment and bring its account in good standing. Services will remain suspended until all ofCustomer’s outstanding charges are paid in full. Following payment in full,Supplier shall reinstate Services to Customer; provided, however, that prior to reinstatement, Supplier may require, and Customer shall provide, any one or more of the following:  satisfactory written assurances, acceptable to Supplier, of Customer’s ability to pay for allServices; a security deposit, irrevocable letter of credit or other form of security acceptable to Supplier; and/or payment of the reasonable cost of reinstating Services. If Customer fails to provide any of the items described herein and required by Supplier, Customer will, in Supplier’s discretion, be deemed to have cancelled the Services. Upon such cancellation, all prepayments and/or deposits will be applied to any outstanding charges or other unpaid balance. If Customer fails to pay all of its outstanding charges in full and to bring its account in good standing within ten (10) days from its receipt ofSupplier’s written notice regarding nonpayment and suspension, Customer will, in Supplier’s discretion, be deemed to have cancelled the Services. Upon such cancellation, all prepayments and/or deposits will be applied to any outstanding charges or other unpaid balance.

4. Customer Duties

1. Customer Administrator and Contacts: Customer can only take action under this Agreement via its Administratorand, if designated, its Company Contact(s). Customer hereby authorizes thoseusers with administrative privileges to (i) add Services to its Supplieraccount and (ii) commit Customer to pay for these Services in accordance withthe terms of your Service Order and this Agreement. Customer shall have one ormore users to be an account administrator (“Administrator”) with fulladministrative control of Customer’s account from the Supplier user interfaceor portal. Upon creation of the account, the individual assigned to be the Administratoris the individual who entered into an agreement with Supplier through ouronline sign-up process or, if the agreement was not entered into online, theindividual whose name is identified on your Service Order. The Administrator:(i) can make any changes to the account (e.g., service additions, servicedeletions, assignment of users, account cancellations, updates to credit cards,etc.); and (ii) is the authorized individual on Customer’s account with respectto porting of telephone numbers to a carrier other than Supplier. TheAdministrator may assign one or more additional administrators on the accountand may re-assign “Administrator” status to another user. If Customer wishes tore-assign the Administrator designation on its account and the Administrator isunable to make the change, Customer must submit an email from theAdministrator’s email address that is on file with Supplier or otherwiseprovide a written request on your letterhead and executed by an officer orowner of Customer. If Customer wants Supplier to provide information aboutCustomer’s account with Customer, such request may be made by theAdministrator, but information provided by Supplier will only be transmitted tothe email address on file for the Customer’s Administrator. The Customer’sAdministrator may designate one or more “Company Contacts” for the account. TheCompany Contact is the individual(s) who will receive all messages fromSupplier concerning matters of general relevance to the account (notices ofupdates to the account, billing notices, maintenance alerts, etc.); suchnotices are typically provided through email. Supplier will initially assignthe Administrator to be the Company Contact. Customer is solely responsible formaintaining current and accurate Administrator and Company Contacts and thatSupplier shall have no liability for Customer’s failure to do so.
2. Compliance with Laws and Acceptable Use Policy:  Customer agrees to only use the Services in a manner that complies with all applicable laws in the jurisdictions in which Customer uses the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights, call recording, call monitoring, call interception and/or direct marketing or telemarketing. Customer agrees not to use, and may not use, theServices that in any way interferes with the users, services or equipment ofSupplier or its suppliers’ respective networks. In addition to any other remedies available to Supplier, failure to comply with any of the terms and conditions in this Section can result in immediate suspension or termination of the Services.  Customer further agrees to use the Services solely in accordance with Supplier’s Acceptable Use Policy, available at https://policies.getsipe.com/aup. In addition to any other remedies available to Supplier, failure to comply with Supplier’s Acceptable Use Policy can result in immediate suspension or termination of the Services.
3. Fraudulent Use:  Customer agrees to bear the risk of loss and assume all liability arising from prohibited, unauthorized, or fraudulent usage of Services under your Supplier account. Any such prohibited, unauthorized, or fraudulent use by or throughCustomer’s account is a material breach of the Agreement by Customer. Customer is solely responsible for securing all credentials used to access the Services, including credentials used by telephones or softphones and credentials used by end users or administrators, as well as the media access control (MAC) address of telephones used by Customer or its end users. Customer acknowledges that placing telephones on a publicly accessible IP address or a publicly accessible network will subject it and its end users to a higher level of risk for fraudulent activity. Customer shall not be excused from paying for Services or any portion thereof on the basis that fraudulent usage or calls occurred. IfSupplier discovers potentially fraudulent usage, Customer hereby consents toSupplier taking actions it deems reasonably necessary (including blocking access to particular calling numbers or geographic areas), without notice toCustomer if necessary or appropriate, to prevent such apparently fraudulent usage from further occurring. Customer acknowledges and agrees that it is solely responsible for all charges incurred in connection with the use of theServices associated with Customer’s account, whether authorized, unauthorized, fraudulent or otherwise, and that Supplier: (a) has no duty to investigate the authenticity of usage charged to Customer’s account, (b) has no duty to takeaction to prevent fraudulent usage from occurring in connection with Customer’s account, and (c) is not liable for any fraudulent usage billed to Customer’s account.  Supplier shall have the right, in its sole, but reasonably exercised discretion, not to accept, transmit or deliver any calls, messages or other content that it reasonably believes contains inappropriate or likely unlawful content or traffic, or that is, or could reasonably become, the subject of any legal, regulatory, or other governmental proceeding or process, including a law enforcement proceeding, process, or inquiry. Any use found to be inconsistent with the restrictions of this Section may result in suspension and/or termination of the Services without prejudice to any other Supplier rights or remedies.
4. Return of Leased/Rented Equipment: In the event that Customer leased and/or rented phone or other equipment from Supplier, at the expiration or termination of the Agreement, Customer shall perform any testing and repairs required to place the leased and/or rented phone equipment in the same condition and appearance as when received by Customer (reasonable wear and tear expected) and in good working order for the original intended purpose of the equipment. If required, the leased and/or rented phone equipment shall be deinstalled or disassembled and properly packaged for shipping, as necessary. Customer shall remove any installed markings that are not necessary for the operation, maintenance or repair of the leased and/or rented equipment. All leased and/or rented phone equipment will be cleaned, cosmetically acceptable, and in such condition as to be immediately installed into use in a similar environment for which the leased and/or rented phone equipment was originally intended to be used. Customer shall return the leased and/or rented phone equipment to Supplier’s headquarters located at 19589 NE 10 Avenue. Suite #2, Miami, FL 33179. Customer’s failure to successfully return leased and/or rented phone equipment within sixty(60) days of expiration or termination of the Services to Supplier’s headquarters will result in Customer being charged $50 for each extension on Customer’s account. Customer is responsible for all costs necessary for ensuring its compliance with this Section.
5. Firewalled Customer Network: Customer is responsible for connecting any equipment powered by Supplier’s services behind a secure firewall to prevent uncontrolled open access from theInternet or local network (LAN). Supplier reserves the right to suspend the Services to any and all equipment that is deemed improperly protected by a suitable firewall until such time as Customer resolves the firewall security concerns to the satisfaction of Supplier’s support staff. Monthly service charges will continue to be charged during this time and no credits will be granted for Customer’s failure to comply with this Section.

5. General Representations

Each Party hereby represents and warrants to the other Party that:  (i) it is duly authorized, validly existing, and in good standing to conduct its existing and proposed business; (ii) there are no restrictions in place that would in any way affect or materially impair its ability to fulfill its obligations under this Agreement; (iii) there are no complaints, grievances, proceedings, or actions filed or pending against it with any state or federal governmental or regulatory agencies or authorities that would materially impair its ability to fulfill its obligations under thisAgreement; and (iv) that Supplier and Customer each currently has and will maintain throughout the term of this Agreement all necessary licenses, registrations, permits, and permissions, and is and will remain in full compliance with all applicable federal and state regulatory bodies’ laws and rules relative to the provision and receipt of the voice service-related services contemplated under this Agreement, including, without limitation, with respect to voice service provider customers, FCC registration, maintaining current 499 filings with theFCC and USAC, compliant robocall mitigation database (“RMD”) filings, and compliance with the FCC’s Know Your Customer (“KYC”) and robocall mitigation practices under the FCC’s rules and orders applicable to voice service providers, including, without limitation, 47 C.F.R. § 64.1200(n) and 47 C.F.R.§ 64.6301 et seq, and for end user customers, complying with all laws applicable to your traffic, including, without limitation, the TelephoneConsumer Protection Act, 47 U.S.C § 227 and its implementing regulations, 47C.F.R. § 64.1200 and FCC and controlling judicial opinions.  Customer represents and warrants that it will secure its voice service provider customers’ commitment to and compliance with substantially similar regulatory compliance obligations as a condition of receiving any services from Customer in which any Supplier Services are included as an input. Customer represents and warrants that it will adviseSupplier, in writing, within 15 calendar days at any time in which any of the foregoing representations are no longer fully accurate, including, without limitation, any time in which Customer has failed to maintain a timely and compliant RMD filing or failed to timely submit its 499 filings to USAC. Further,Customer represents and warrants that it shall not utilize Supplier’s network for the transmission of fraudulent or illegal calls or any other use that violates Supplier’s Acceptable Use Policy.

6. Limitation of Liability

Except with respect to the indemnification obligations set forth in this Agreement, neitherSupplier nor its directors, officers, employees, partners, members, managers, agents, representatives, predecessors, successors, affiliates, or assigns will be liable to Customer or its stockholders, directors, officers, employees, partners, members, managers, agents, representatives, predecessors, successors, affiliates, or permitted assigns for any indirect, incidental, consequential, special, punitive, or exemplary damages. Further, Supplier will not be liable for any damages caused by anyService provided for no fee.  Further,Supplier shall not be liable for any type of loss or damages:  (i) any loss or inaccuracy of data, (ii) lost profits, (iii) lost business, (iv) loss resulting from business disruption, (v)lost contracts, (vi) lost revenue, (vii) loss of anticipated savings, (viii) loss of goodwill, (ix) loss of reputation, regardless of whether these types of loss or damage are direct, indirect, special or consequential. Under no circumstances, and regardless of the nature of the claim, shall Supplier’s maximum aggregate liability to Customer or any other person or entity(howsoever arising) under or relating to this Agreement exceed the sum ofCustomer’s payments to Supplier for the six (6) months immediately preceding the date on which such claim arises.

7. Warranty Disclaimer

EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, SUPPLIER DOES NOT WARRANT THE SERVICES HEREUNDER OR THE ACCURACY OR CORRECTNESS OF THE RESULTS OF THE SERVICES, AND SUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF: (1) MERCHANTABILITY, (2)FITNESS FOR PARTICULAR PURPOSE, (3) EFFORT TO ACHIEVE PURPOSE, (4) QUALITY, (5)ACCURACY, (6) TITLE, (7) MARKETABILITY, (8) PROFITABILITY, (9) SUITABILITY,AND/OR (10) ANY FORM OF WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SUPPLIER’S SERVICES AND ANY MATERIALS, SOFTWARE, OR EQUIPMENT ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, SUPPLIER DOES NOT WARRANT THAT THE SERVICES WILL BE FREE OF BUGS, ERRORS, VIRUSES, OR OTHER DEFECTS, OR THAT THE SERVICE(S) WILL BE COMPATIBLE WITH A CUSTOMER’S EXISTING INTERNET CONNECTION, NETWORK, OR COMMUNICATIONS INFRASTRUCTURE OR ENVIRONMENT. 

8. Indemnification

Customer will indemnify, defend, and hold harmless Supplier and its directors, officers, employees, partners, members, managers, agents, affiliates, representatives, predecessors, successors, and permitted assigns from and against all claims, lawsuits, actions, demands, penalties, fines, sanctions, damages, losses, costs, expenses, and attorneys’ fees arising out of or relating to:  (i) its alleged use or misuse or acts or omissions relating to Supplier’s Services, including, without limitation, all traffic Customer engages Supplier to carry or process; or (ii) any allegedly wrongful acts or omissions or the alleged breach of any term or condition of this Agreement by Customer or its agents, customers, or representatives, including the representations and warranties contained herein.  Supplier will indemnify, defend, and hold harmless Customer against claims brought against Customer by any third party alleging that Customer’s use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right, provided that Supplier’s duties under this sentence shall not apply if the claim relates to or arises out of  Customer’s alleged breach of theAgreement, Customer’s use of the Service(s) in conjunction with any product or service not provided by Supplier, or use of the Service provided for no fee.

9. Confidentiality

1. With respect to all such Confidential Information (which includes, but is not limited to, all business and commercial     communications and transactions between or relating to the Parties, whether written or verbal, including the terms of this Agreement as well as the disclosure of rates, business technology, business methods, rate quotes, rate schedules, and traffic and traffic patterns), the receiving Party shall: (i) hold such Confidential Information in the same manner that the receiving Party treats its own proprietary or confidential information (but in all events with at least a reasonable degree of care); (ii) restrict disclosure of such Confidential Information solely to those employees, advisers and consultants on a need-to-know basis; (iii) advise those employees, advisers and consultants who are given access to such Confidential Information of their obligations with respect to such Confidential Information; and     (iv) not copy or reproduce any such Confidential Information except to the extent necessary to perform this Agreement, or as required by law.  The receiving party may disclose Confidential Information pursuant to a lawful requirement or request from a court or governmental agency; provided that, prior to making any disclosure, the receiving party will, unless advised or instructed otherwise by the requesting governmental authority, (a) give the disclosing party written notice, to the extent commercially practicable and not otherwise prohibited by law, sufficient to allow the disclosing party to seek a protective order or other appropriate remedy and (b) disclose only that portion of the Confidential Information it is required to disclose to comply with such legal requirement, and will use commercially reasonable efforts to obtain confidential treatment for any of the Confidential Information so disclosed.
2. All Confidential Information disclosed by a Party to the other Party in tangible form shall, upon the request of the     disclosing Party, and in any event upon termination of this Agreement, either be returned to the Disclosing Party or destroyed.
3. Notwithstanding the foregoing,Supplier may, but is under no obligation to, monitor use of the Services (only to the extent allowed by applicable law): (a) to comply with applicable law, regulation, or other governmental request or order, including disclosingCustomer Data in accordance with such law, regulation, request or order; (b) to verify Customer’s compliance with the Agreement; (c) to protect the integrity of Supplier’s systems and networks and those of its suppliers; (d) as necessary to provide and support the Service; or (e) as otherwise approved or requested by Customer. Further, Customer shall promptly provide any information asSupplier may request relating to Customer Data or Customer’s use of the Service to determine Customer’s compliance with this Agreement, or in response to any request made by any regulatory or governmental or statutory body. Customer understands, agrees, and consents to Supplier’s monitoring, which under certain circumstances, involves Supplier’s application of proprietary, internal analytics tools or third-party-provided analytics-based tools to identify potentially unlawful use of the Services, which in some instances may involve certain calls either being declined for further carriage or routed and handled separately for further monitoring, but in no event does Supplier’s Services change the form or content of any given call. Customer agrees that thisAgreement is sufficient notice to Customer of such monitoring to the extent any notice is required under applicable law. In the event Supplier is required by court order, statute, government regulation, subpoena, traceback request, or other governmental request to disclose Customer information (including, but not limited to, CPNI) to the authorities, Customer understands and consents toSupplier’s cooperation with such efforts.
4. Supplier works cooperatively with the communications industry, law enforcement, governmental entities, regulatory bodies, their designees, including the Industry TracebackGroup (“ITG”), and other carriers to address alleged issues related to illegality, fraud, and abuse of voice service providers’ voice services(“Traceback Requests”).  In accordance with laws applicable to Supplier and the Services, and notwithstanding anything to the contrary contained in theAgreement between the Parties, Customer understands and agrees that Supplier may disclose Customer’s information and such disclosure will not be a violation of this Agreement or applicable law, including 47 U.S.C. § 222.  Customeragrees and warrants that it will participate in any traceback efforts by theITG or other pertinent authority without the need for a subpoena or formal legal demand. Customer agrees that it will timely respond to Traceback Requestsin good faith and shall indicate if it is in the call path as (i) the originating provider of the calls (i.e., Customer received the calls fromCustomer’s end user) or (ii) an intermediate provider (i.e., Customer received the calls from another voice service provider), and if so, whether Customer was acting as a gateway provider for such traffic. The response shall also, if and as requested, identify the source of the calls, on-file KYC data, the results of Customer’s investigation into such traffic, and any other information reasonably requested by Supplier in connection with such Traceback Requests, inquiries and investigations.

10. Service Changes

Customer understand sand agrees that the Supplier may modify the Service(s).  Supplier will inform Customer of modifications by email, the support portal, release notes, or otherwise. The information will be delivered by email if the modification is not solely an enhancement. If Customer establishes that a modification by Supplier causes a materially adverse impact on Customer’s use of the Service and is not reasonably acceptable to Customer for legitimate business reasons, Customer may terminate its access to the affected Service by providing written notice toSupplier within thirty (30) days of such modification.

11. Wholesale 911, Regulatory, and Usage Standards

Voice Service Providers Customers understand and acknowledge thatSupplier’s Services are primarily offered as a wholesale service to other voice service providers, and as such, 911, E911, emergency calling, and other PSAP operator-related services (“911 Services”) are not supported by default under this Agreement;Customer must enter into a Service Order that specifically provides for suchService.  Unless and until the Parties enter into a Service Order that specifically contemplates Supplier’s provision of such 911 Services, voice service provider Customer agrees that it will not send any such 911-related traffic to Supplier for carriage or handling. Supplier reserves the right to reject any such traffic, and Customer shall defend, indemnify and hold Supplier harmless from any costs, damages or losses incurred in connection with Customer passing such traffic to Supplier.  In the event that the Parties enter in to any Service Order that contemplates Supplier’s provision of any 911Services, Customer agrees to fully and completely comply with all applicable laws and rules relating to the carrier Customer’s voice services, including, without limitation, those in 47 C.F.R. § 9.11, including, without limitation, the duty to specifically advise every Customer subscriber prominently and in plain language, of the circumstances under which E911 service may not be available through the interconnected VoIP service or may be in some way limited by comparison to traditional E911 service. Such circumstances include, but are not limited to, relocation of the end user's IP-compatible CPE, use by the enduser of a non-native telephone number, broadband connection failure, loss of electrical power, and delays that may occur in making a Registered Location or dispatchable location available in or through the ALI database, and todistribute to end user subscribers warning stickers or labels warning subscribers if E911 service may be limited or not available, and instructing the subscriber to place them on or near the equipment used in conjunction with the interconnected VoIP service; or to notify subscribers, prior to the initiation of that subscriber's service, by other conspicuous means if E911service may be limited or not available, and keep appropriate records of such disclosures. Customer further agrees to contractually require its end user subscribers to hold harmless Supplier from any acts or omissions it may undertake relative to its provision of 911 Services hereunder.  

12. User 911, Regulatory, and Usage Standards

• Non-Availability of Traditional 911 or E911 Dialing Service:  At Provider, 911dialing service operates differently than traditional 911 service. You agree to inform any business invitees, guests, and other third persons who may be present at the physical location where you utilize the Services of the non-availability of traditional 911 or E911 dialing from your ProviderServices and equipment. The physical location where you advise us you are utilizing the Service for each phone number that could make a 911 emergency call must be registered as the actual physical street address where your calling equipment is located—and thus where you would expect emergency personnel to come if you called 911—not a P.O. box, mail drop, or similar address.
• Description of 911-Type Dialing Capabilities – Activation Required:  Provider offers 911-type dialing service in certain areas within the U.S. that differs from traditional 911 services. When you dial 911, your call is routed from the Provider network to its911 service provider to the Public Safety Answering Point (PSAP) or local emergency service personnel designated for the physical address that you listed for that phone number at the time of activation (or updated thereafter). If you make changes to your 911 address using the Provider online user interface, your call may be routed to a different PSAP or local emergency service personnel, who may ask you to provide your location and other information.
  
  Calls dialed by handset extensions included in your account with Provider will be routed from the Provider’s network to Provider’s911 service provider to the PSAP or local emergency service personnel designated for the address that you listed at the time of activation. In the event that your equipment is used in multiple locations, or in the event that one or more items of equipment are used in multiple locations, end users designated as administrators on your account may, at your option, create additional service locations and associate your equipment to specific locations for the purposes of routing calls to the local PSAPs for such locations. Individual end users may assign and re-assign their current location on an as-needed basis, provided, however, that your system administrator has previously activated that functionality. It is your sole responsibility to make any necessary or appropriate changes and to ensure that all business invitees, residents, guests and other third persons who may be present at the physical location(s) where you utilize the Services are aware of this option. For any Provider extensions assigned to a non-US 911 location (subject to applicable local law),calls placed to 911 will be routed to a US-based call center that may not be able to offer local emergency assistance to the caller.
• Service Outages—Power and Internet are Essential:  You acknowledge and agree that (a) 911 dialing does not work in the event of a power failure or disruption. If an interruption in the power supply occurs, the Services and 911 dialing will not work until power is restored and you may have to reset or reconfigure equipment prior to using theServices or 911 dialing; (b) service outages or suspension or termination of service by your broadband provider and/or ISP will prevent all Services, including 911 dialing, from working; (c) service outages due to suspension of your account as a result of billing issues will prevent allServices, including 911 dialing, from functioning; (d) if there is a service outage for any reason, such outage will prevent all Service, including 911dialing; and (e) Provider’s liability is limited for any Services outage and/or inability to dial 911 from your line or to access emergency service personnel.
• Possibility of Network Congestion and/or Reduced Speed for Routing or Answering 911:  You acknowledge and agree that (a) network congestion and/or reduced speed in the routing of a 911 communication made utilizing your equipment may be greater than that experienced when using traditional 911 dialing over traditional public telephone networks; (b) 911 dialing from your equipment will be routed to the general telephone number for the local emergency service provider (which may not be answered outside business hours), and may not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls at such local provider’s facilities when such calls are routed using traditional 911 dialing; and (c) the general telephone number for the local emergency service provider may produce a busy signal or may take longer to answer, as compared to those 911 calls routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing.
• Automated Number Identification: Technical limitations may make it impossible for the PSAP and the local emergency personnel to identify your phone number when you dial 911. The local emergency operators answering the call may not see your telephone number or your registered address. The emergency center may not be equipped to receive, capture or retain your telephone number and registered address, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is dropped or disconnected, or if you are unable to speak. Provider’s system is configured to send the automated number identification information; however, one or more telephone companies that route the traffic to the PSAP, and the PSAP itself, may not be able to receive the information and pass it along. You acknowledge and agree that PSAP and emergency personnel may or may not be able to identify your phone number in order to call you back if (a) the call is unable to be completed; (b) the call is dropped or disconnected; c) you are unable to speak to tell the dispatcher the location of your phone number and/or (d) the Service is not operational for any reason.
• Limitation of Liability and Indemnification Related to 911 Services:  Provider relies on third parties for the forwarding of information underlying such 911routing. Provider and its third party provider(s) disclaim any and all liability in the event such forwarded information or routing is incorrect. Provider and its officers, directors, employees, contractors and suppliers may not be held liable for any claim, damage, loss or other cause of action, and you hereby waive any and all claims, damages, loss or causes of action, arising from or relating to Provider’s 911 dialing. You further agree to defend, indemnify and hold harmless Provider, its officers, directors, employees, affiliates, agents and its third party provider(s) from any and all third party claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of, or resulting from (a) your failure to correctly activate 911 calling; (b) your provision to Provider of incorrect information in connection with your 911 calling or service; (c)misrouted 911 or E911 calls; or (d) the absence, failure or outage of theServices, including 911 dialing and/or inability of any user of your Service to be able to dial 911 or to access emergency service personnel.

13. Porting

Customer grants Supplier authority to initiate porting requests on Customer’s behalf as Supplier determines is reasonably necessary for the provision of the Services. Supplier may place Customer’s phone numbers with a new carrier or numbering-resource host without further notice to Customer, provided, however, that Supplier will not place Customer’s assigned phone numbers, or otherwise enter into any agreement, with any numbering-resource host that would directly causeCustomer’s loss of its phone numbers. Upon receipt of appropriate documentation, including a complete and duly executed LOA, Supplier is authorized to initiate changes to telephone service and for the purpose of obtaining service records, to initiate or terminate ports, or to make changes to the ways in which Customer’s telephone numbers are routed to the extent necessary for the provision of the Services and as duly requested by Customer. Customer further agrees to pay Supplier a port-out fee of $3 per DID for all port-out requests. Customer agrees to release and hold Supplier harmless from all costs, claims, and damages of any kind, including, without limitation, direct, consequential and exemplary or punitive damages, in the event of any porting-related errors or omissions, including in circumstances beyond Supplier’s reasonable control, that result in porting-related service interruption or delays, delays in porting, or lost telephone numbers.

14. STIR/SHAKEN

Voice service provider customers understand and agree that you will comply with applicable voice service industry rules, including, without limitation, 47C.F.R. § 64.6301 et seq., and guidelines concerning the signing and authentication of any traffic you send and receive in connection with theServices, and consent to Supplier’s attestation, at the appropriate level perATIS guidelines and applicable law, of any unsigned traffic it receives in connection with Customer’s use of the Services.

15. Miscellaneous

1. Notices: All notices, including, but not limited to, invoices and rate notifications will be in writing and will be deemed to have been duly made or given and received: (i) Upon hand delivery; (ii) immediately after being sent by Electronic mail; or (iii) three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested, to the Party to whom such communication is to be given, as set forth below:
   ‍
   TO Supplier
   SIPEngines LLC
   19589 NE 10 Avenue, Suite 2
   Miami, FL 33179
   
   TO Customer
   As listed on Service Order
   
   Each Party may change its address for the purposes of this paragraph and Agreement by giving written notice of the change in accordance with the provisions of this paragraph.
2. Entire Agreement: This Agreement, together with all applicable Exhibit(s) and Service Order(s), constitutes the entire understanding and agreement between the Parties and supersedes and renders null and void all prior or contemporaneous understandings or agreements. This Agreement may be amended only by a written instrument that is executed by both Parties. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
3. Counterparts: This Agreement may be executed by the Parties in separate counterparts, each of which, when executed and delivered, will be deemed an original, but all of which together will constitute one and the same document.
4. Severability: If any provision of this Agreement is determined to be invalid or unenforceable in any respect or for any reason, the validity and enforceability of such provision in all other respects and the validity and enforceability of the     remaining provisions of this Agreement will not be impaired.
5. Assignment:  Neither Party shall, without the prior written consent of the other Party, assign or transfer any of the     rights or obligations under this Agreement. Supplier may, however, assign or transfer the Agreement in whole or in part to any Affiliate or successor in interest of Supplier’s, provided that it shall promptly give written notice of such assignment or transfer to Customer. An “Affiliate,” as used herein shall mean any individual, partnership, corporation,     limited liability company, trust or other entity or association, directly or indirectly, through one or more intermediaries controlling, controlled by, or under common control of Supplier.
6. Force Majeure:  Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party (including but not limited to acts of God or the public enemy; pandemic; riots or insurrections; war; accidents; fire; strikes; embargoes; or judicial, legislative, or regulatory action) is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
7. Governing Law and Venue: This Agreement and all performance, duties, and obligations hereunder shall be     governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws rules.  The above governing law provision applies regardless of Customer’s location or where Customer uses the     Services. Venue for any action brought under this Agreement shall be exclusively in Miami, Florida, and Customer hereby waives any rights to the contrary. In any proceeding in which one party seeks to enforce its rights under this Agreement (whether in contract, tort, or otherwise), if the Supplier is the prevailing party, the Supplier shall be awarded its reasonable attorneys' fees, together with any costs and expenses, to resolve the dispute, and, if applicable, to enforce the final judgment.
8. Independent Contractors:  The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
9. No Waiver: The failure or delay of either Party in the enforcement of the rights under this Agreement shall not constitute a waiver of such rights, nor shall it be considered as a basis for estoppel, laches or similar defenses, either in equity or at law. No failure by any Party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy on a breach shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition.