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This Master Service Agreement (the “Agreement”) is between Voxtelesys, LLC. located at 509 25th Ave North, Fargo, ND 58102 (“VTS”, “we”, “our”, and “us”) and the customer identified on the signature page hereto (“Customer”, “you”, and “your”). VTS and you may be referred to herein individually as a “Party” and collectively as the “Parties”. The Parties hereby agree as follows:

VTS will provide you with Services (as defined below) pursuant to the terms of this Agreement. The Parties hereby agree that this Agreement shall consist of the following: (a) the Agreement; (b) any exhibit, schedule, or attachment hereto (each, an “Attachment”); (c) each applicable service order (“Service Order”) which details the specific service(s) to be offered (each Service Order constitutes a separate agreement for the purchase and sale of Service to be provided to you by VTS, the provision and use of which will be subject to this Agreement); and (d) the Terms and Conditions of Service (the “T&C”) which may be found at voxtelesys.com. The T&Cs are specifically incorporated into this Agreement by reference as if copied verbatim herein. The T&Cs may be modified periodically in VTS’s sole discretion; no such modification shall nullify the effectiveness of this Agreement. In the event of any conflict the following order of precedence shall apply: (1) the Service Order(s); (2) the Attachment(s); (3) the Agreement; and (4) the T&Cs.

1. Term

The initial term (“Initial Term”) of this Agreement shall be for one (1) month commencing on the Effective Date. This Agreement shall automatically renew for consecutive additional periods of one (1) month (each, a “Renewal Term”) unless terminated by either Party in writing at least thirty (30) days prior to the expiration of the current term in effect. The Initial Term and any Renewal Terms shall hereafter be referred to collectively as the “Term”. Notwithstanding any other provision of this Subsection, VTS may elect in its sole discretion to terminate this Agreement upon providing Customer with written notice of such election. In such event, the Effective Date of termination shall be thirty (30) days from the date of such notice.

2. Bill & Payment

2.1 Not withstanding any terms to the contrary regarding price changes in the Pricing Guarantee as found in VTS’ general T&Cs, or anything else therein, VTS may change the prices and charges for VTS Voice Services and/or long distance and international calling from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the Services and/or international calling are effective no sooner than fifteen (15) days after we post them on our web site at voxtelesys.com or provide notice to you. Increases to charges that recover our costs associated with government programs are effective no sooner than three (3) days after we post the increases on our web site. Upon advance notice, we may suspend, restrict, or cancel the Services and this Agreement if you do not make payments for current or prior bills by the required due date. Service suspension or cancellation will result in your loss of any and all telephone numbers associated with the Service.

2.2 Usage & Fraud Customer shall be responsible for the costs incurred by all inbound and outbound call traffic regardless of their source, authorization or scope (“Actual Use”). Should Customer’s equipment be breached by an unauthorized third party, Customer shall be responsible for all costs, fees and other charges associated with the unauthorized traffic.

Customer agrees to bear the risk of loss and assume all liability arising from prohibited, unauthorized or fraudulent usage of Voxtelesys Services. Customer is solely responsible for securing all credentials used to access the Services, including, but not limited to, PBXs, IP telephones, softphones, firewalls, all network elements and credentials used by end users, administrators or unauthorized third partys. Customer shall not be excused from paying for Services or any portion thereof on the basis that fraudulent usage or calls occurred. If Voxtelesys suspects fraudulent usage on Customers Services, Customers gives consent to Voxtelesys to take actions it deems reasonably necessary (including blocking access to particular calling numbers or geographic areas), without notice to Customer, to prevent such usage from taking place. Customer acknowledges and agrees that it is solely responsible for all charges incurred in connection with the use of the Services associated with Customer’s account, whether authorized, unauthorized, fraudulent or otherwise, and that Voxtelesys: (a) has no duty to investigate the authenticity of usage charged to Customer’s account, (b) has no duty to take action to prevent fraudulent usage from occurring in connection with your account, and (c) is not liable for any fraudulent usage billed to Customer’s account.

2.3 Call Center Customer – Tracebacks, Spoofing, Subpoenas, and Fraud If Voxtelesys receives any phishing complaint, Traceback request from ITG, subpoena for Customer's traffic, or if Voxtelesys finds Customer is spoofing CLID with mobile numbers, rural telco DIDs, landlines, or if we suspect fraudulent activity, Customer’s account will be disabled without prior notice. Customer’s account will remain disabled until a reviewal process is completed and Voxtelesys has determined Customer's traffic is acceptable. The investigation will be billed at the Voxtelesys hourly rate as described in the Section below.

2.3.1 If Customer can prove the validity of calls, show beyond doubt no spoofing or can show proof of opt-in, Voxtelesys may adjust or credit the fine amount.

2.3.2 If Voxtelesys finds the Customer is phishing, spoofing CLID, or submits unacceptable responses to Tracebacks or complaints, a fine(s) will be enforced and Customer's account will be terminated.

2.3.3 Penalties & Fines:

Tracebacks: $100 fine per ITG Traceback
Spoofing: $1,000 fine if we find CLID spoofing using mobile numbers, DIDs that belong to another party, unassigned DIDs, and aggressively using rural DIDs.
Unanswered Calls: $250 fine if 50% percent of incoming calls are not being answered on the Voxtelesys provided DIDs.
Hourly Rate: $100 per hour will be assessed to Customer from Voxtelesys to comply with subpoena demands, investigate fraudulent activity, and troubleshoot dialer traffic complaints.

2.4 Billing and Payment for Voice Service: VTS will render to you monthly bills for Services provided, with the following charges depending on your calling plan: (a) monthly service fee pursuant to the applicable Service Order and long distance call charges (in the event that they are not included in the monthly fee for your plan), charged on a per minute usage basis; and (b) international call charges (which are not included in the monthly fee), charged on a per minute usage basis. VTS will bill all charges, applicable taxes and surcharges monthly in advance (except for usage based charges, which will be billed monthly in arrears, and any other charges which VTS decides to bill in arrears) to your credit card or other payment method, including but not limited to: activation fees, monthly Service fees, long distance usage charges, international usage charges, advanced feature charges, equipment purchases, disconnect fees and shipping and handling charges. VTS reserves the right to bill at more frequent intervals. Any usage charges will be billed in increments that may be rounded up to the nearest minute except as otherwise set forth in the rate schedules. All VTS service plans are subject to the following nonRBOC penalty. If over twenty percent (20%) of your monthly usage is nonRBOC(Regional Bell Operating Company) traffic, VTS reserves the right to charge an additional surcharge of $.05 per minute for all nonRBOC traffic over and above twenty percent (20%) of Customer’s total monthly usage. If you make use of any toll free feature that is or may be offered by VTS in the future, you acknowledge and agree that VTS is entitled to recover from you any charges imposed on VTS by payphone owners or operators, either directly or indirectly through VTS’ suppliers in connection with toll free calls made to your number, or any charges imposed on VTS by its suppliers to recover such costs. VTS may recover these amounts by means of a per call charge, rounded up to the next cent, or in such other fashion as VTS deems appropriate for the recovery of these costs. VTS will charge $1.50 for each call made to VTS directory assistance. VTS will charge $3.00 for every DID and toll free number ported out.

2.5 Credit Card & ACH Payment Terms I Agree to These Payment Terms & Billing Schedule:

2.5.1 IF PAYING BY CREDIT CARD, by signing below, I authorize Voxtelesys to charge the credit card indicated in this authorization form according to the terms outlined in this agreement. I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify Voxtelesys in writing of any changes in my account information or termination of this authorization at least 15 days prior to the next billing date. Credit cards by default will be charged on the 1st business day of each month or other mutually agreed to billing cycle. Charges will be for the full amount due for services provided by Voxtelesys. A receipt for each payment will be emailed to the customer. Customer agrees that no prior-notification will be required.

2.5.2 IF PAYING BY ACH DEBIT (ACH PULL), I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify Voxtelesys, LLC in writing of any changes in my account information or termination of this authorization at least 15 days prior to the next billing date. ACH Debit by default will be charged on the 2nd business day of each month for monthly invoices, and new service invoice payments will be charged the same day as the date of the invoice, or other mutually agreed to billing cycle. If the above noted periodic payment dates fall on a weekend or holiday, I understand that the payment may be executed on the next business day. I understand that because this is an electronic transaction, these funds may be withdrawn from my account as soon as the above noted periodic transaction dates. In the case of an ACH Debit Transaction being rejected for Non Sufficient Funds (NSF) I understand that Voxtelesys, LLC may at its discretion attempt to process the charge again, and agree to an additional Voxtelesys, LLC charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment. I acknowledge that the origination of ACH Debit transactions to my account must comply with the provisions of U.S. law. I also acknowledge ACH Debit (ACH Pull) is only available after 2 months of good payment history, including no credit card charge-backs and balances paid in full in a timely manner.

I certify that I am an authorized user of this account and that I will not dispute the scheduled payments with my Bank provided the transactions correspond to the terms indicated in this agreement.

2.5.3 IF PAYING BY ACH CREDIT TRANSFER (ACH PUSH), I understand this form of remittance is reserved for Government entities, Schools and special conditions, and must be pre-approved prior to remitting by ACH Payment. I understand that ACH CREDIT TRANSFER (ACH PUSH) payment is to be remitted and received within 7-10 days of any bill received (NET 7-10 days).

2.5.4 IF PAYING BY CHECK, I understand this form of remittance is reserved for Government entities, Schools and special conditions, and must be pre-approved prior to remitting by check. I understand that check payment is to be remitted and received within 30 days of any bill received (NET-30) or within a mutually agreed to billing cycle. Failure to remit payment within 30 days or within the agreed to billing cycle will result in a 5% late/processing fee calculated against the late bill. Voxtelesys, LLC may at its discretion no longer accept check payment and require an alternative form of remittance.

2.6 Taxes, Fees, and Surcharges: The rates and charges for services provided by Voxtelesys are exclusive of the charges described below. These charges do not count toward the attainment of any volume or revenue commitment and will not be discounted or credited in any way. In general, charges appearing on invoices under “Taxes and Surcharges” or a similar heading or line item represent: (1) taxes imposed by governmental or quasi-governmental agencies that Voxtelesy is required to collect on its services; (2) fees and surcharges imposed by governmental or quasi-governmental agencies that Voxtelesys may or may not be required to pass through to customers; and/or (3) industry standard cost recovery surcharges.

2.6.1 Federal Universal Service Fund The Federal Universal Service Fund (FUSF) surcharge is a monthly, percentage-based surcharge established by the Federal Communications Commission (FCC) and assessed on customers’ interstate and international service. This fund supports telecommunications and information services in schools, public libraries and rural health care facilities; and subsidizes local service for consumers with low incomes and who live in areas where the costs of providing telephone service is high. The percentage of the surcharge changes each quarter. The applicable rate can be found at http://www.fcc.gov/omd/contribution-factor.html/

2.6.2 State Universal Service Fund Similar to the FUSF, a number of states have enacted their own universal service fund on a state level. Funding helps pay for services to low income customers, customers with communication disabilities, and customers who reside in rural areas served by small or rural telecom providers where costs of providing telephone service is high. The contribution factor varies by state.

2.6.3 Long Distance Access Charge The Long Distance Access Charge is a monthly charge the company assesses to recover costs imposed by the Local Exchange Carriers furnishing access services for use with the company’s interexchange service.

2.6.4 Franchise Fee The municipal franchise fee is also often referred to as a “right-of-way” fee. It is a monthly charge imposed by local jurisdictions and paid by the customer to help recover the costs associated with providing telephone service, to include installation of underground conduit, outside telephone wires, and telephone poles. This fee varies by location and is often based upon an agreement between the local jurisdiction and Voxtelesys or upon local or state law.

2.6.5 Federal Excise Tax The Federal Excise tax is imposed by the IRS and applied as percentage of standalone local telephone service and related features.

2.6.6 E911 Emergency System This surcharge is imposed by local jurisdictions to fund the 911 Emergency Systems.

2.6.7 P.U.C. Tax The Public Utility Commission (PUC) tax is a charge imposed by state telecommunications regulatory agencies on users of regulated services, which is used to finance operational costs of the state regulatory agency.

2.6.8 Sales Tax Sales tax is a tax imposed by nearly all states, counties and districts, on the sale of various goods and services for use or consumption. The applicability of the tax, as well as the rates, varies by each jurisdiction’s constitutional provisions, and some services may be exempt from state and local sales taxes pursuant to federal law.

2.6.9 Access Recovery Charge The Access Recovery Charge (ARC) is calculated as a percentage of total monthly recurring charges, and implemented to recover a portion of the access charges imposed by local exchange carriers (LECs).

2.6.10 Federal Regulatory Fee This is a monthly charge assessed on interstate and international charges that allow the company to recover costs imposed by the Federal Government for Telecommunications Relay Services for the hearing-impaired and national number administration.

2.6.11 Gross Receipts Tax The Statutory Gross Receipts Tax is a tax on the privilege of doing business in the state measured by gross receipts received from business done in the state.

2.6.12 Administrative and Carrier Cost Recovery Fee This is a fee that allows Voxtelesys to recover the costs associated with the collection, processing and payment of any tax, fee or surcharge imposed upon Voxtelesys or that Voxtelesys must and/or does collect on customer invoices which it must then remit to the applicable tax jurisdiction or regulatory body. This includes Voxtelesys’s internal costs associated with compliance with any regulatory agency. This is a fee that allows Voxtelesys to recover regulatory fees and expenses incurred by Voxtelesys, such as FCC regulatory fees to fund various federally mandated programs, (PUC) fees, various state business licenses, and various state annual regulatory fees not otherwise provided in other line items or surcharges. The Fee appears in the taxes and surcharges section of customer invoices and applies to all services. The fee is not a tax, so it is therefore not subject to tax exemption.

2.6.13 Tax Exemptions Many of the fees and surcharges listed above are not taxes and therefore are neither subject to nor eligible for tax exemption. To the extent a customer provides Voxtelesys a duly authorized tax exemption certificate, Voxtelesys will exempt such customer as of the date the certificate is received. No retroactive exemption or refund will be allowed. Customers qualifying for tax exemption will be required to show collection and remittance of such taxes to Voxtelesys as required by Voxtelesys in its sole discretion.

2.7 Downgrade Services: It is the customer's sole responsibility to contact Voxtelesys before the start of the next billing cycle to change or modify any services, subscriptions, or accounts. Voxtelesys billing cycle is from the 1st of the month to 30/31st of the month. Change of service requests should be submitted via the Customer Portal: https://portal.voxtelesys.net After logging in, create a Support Ticket, please choose Category "Sales". Voxtelesys does not offer refunds or prorated credits, should you elect to downgrade services within the current billing cycle. New charges will apply at the next billing cycle.

2.8 No Refunds for Non-Use: Voxtelesys does not offer refunds for any Services ordered but not used. It is the Customer's sole responsibility to cancel any Services, Subscriptions, or Accounts via the Customer Portal: https://portal.voxtelesys.net After logging in, create a Support Ticket.

3. Cancellation of Service

3.1 Cancellation of Voice Service: VTS reserves the right to discontinue furnishing the Services, cancel your account, and/or block your access to the VTS network, without incurring any liability, immediately and without notice if VTS deems that such action is necessary to prevent or to protect against fraud or to otherwise protect VTS’ personnel, agents, facilities, or services. Without limitation, VTS may take such actions if: (a) you refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of our Service; (b) you indicate that you will not comply with a request for security for the payment for Services; (c) your service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of nonpayment or possible fraud; (d) you have been given notice by VTS of any past due amount (which remains unpaid, in whole or in part) for any Service or an affiliated carrier’s service to which you either subscribe or had subscribed or used; (e) you either refuse to pay when billed for service or indicate to VTS or an entity billing on VTS’ behalf that you do not intend to pay for Service received by you; (f) you use, or attempt to use, Service with the intent to avoid the payment, either in whole or in part, of the charges for the Service by (i) using or attempting to use Service by rearranging, tampering with, or making connections to service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices; (g) you act, or fail to act, in a manner that hinders or frustrates any investigation by VTS or others having legal authority to investigate your legal obligations; (h) you were previously provided with notice of a breach of this Agreement, took corrective action, but thereafter engage in the same breach activity; or (i) you act in a manner that is threatening, obscene, harassing, or abusive to VTS representatives per section 3.2. Should your telephone equipment stop performing according to the standard VTS Service requirements, VTS reserves the right to temporarily restrict your access to the Service and the network until VTS resolves the issue. VTS reserves the right to discontinue furnishing Services, cancel your account, and/or block your access to VTS’ network, without incurring any liability, immediately upon written notice to you if: (a) any invoice charges remain outstanding and owed by you after the 30th day from the date of the invoice notifying you of the charges; or (b) you fail to comply with a request by VTS for security for the payment for Services. The discontinuance of service(s) by VTS pursuant to these provisions does not relieve you of any obligation to pay VTS for charges due and owing for Service(s) furnished up to the time of discontinuance. If you cancel a Service before completing the corresponding Service Order Term, you will be charged for the remaining months of the Service Order Term. Cancellation may take up to two business days to become effective. Your credit card will be charged for any remaining usage charges after contacting VTS to cancel your Service.

3.2 Customer Communications and Conduct Policy: VTS is dedicated to providing all customers with outstanding service and support, while also committed to assisting with any issues or concerns related to our services. VTS understands that service issues can be frustrating, however, it is imperative that all interactions with VTS customer support team be conducted in a respectful and constructive manner. In order for our team to assist effectively, a collaborative approach is essential for an effective resolution. Customers are expected to maintain a professional and courteous demeanor in all communications with VTS employees, including, but not limited to, verbal and written interactions. VTS strictly prohibits abusive or disrespectful behavior towards employees, including, but not limited to, any form of harassment, use of offensive language, threats, or intimidation. Violation of this policy herein may result in corrective actions, including, but not limited to, warnings, or, in cases of repeated or severe indiscretion, the consideration of termination of services as per the terms outlined in section 3.1. This policy is in effect as part of the Master Service Agreement (MSA) and is subject to change. Amendments to this policy will be communicated appropriately and will be enforceable under the terms of the MSA. Customers continued use of VTS services constitutes acknowledgment and acceptance of this policy. We appreciate your cooperation in maintaining a positive and respectful environment for everyone involved.

4. Description of Services

4.1 Voice Services: VTS Voice Service is an enhanced voice communication service whereby the voice communication is converted to Internet Protocol (“IP”) and carried, in part, over high speed internet access, also known as broadband internet service. This service may be generically referred to as “voice over IP(VoIP)”. It is separate and distinct from standard Local, Local Toll and Long Distance services. Voxtelesys Voice Service is defined to include Voice over IP local, nationwide and international calling. Voice Services has additional features or advanced features which VTS, in its sole discretion, may add, modify, or delete periodically. Customer acknowledges and agrees VTS may require access, and Customer hereby grants access, to Customer’s VoIP devices and network remotely for the purpose of enabling VTS to make changes to Customer’s VoIP devices, including but not limited to opening ports to allow SIP traffic, to ensure compatibility with the Voice Services provided herein. VTS’ Voice Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). VTS’ Voice Service may not support 900, e911, 911, 411, 311, 511 and/or other x11 services in one or more (or all) service areas. VTS’ Voice Service does not connect calls to phone numbers in Area Code/Prefix combinations used by third party Reverse Billing Services. This list is subject to change by VTS without notice to Customer. You acknowledge and understand that the Voice Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the Voice Service provided by VTS. The Voice Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial telecommunications regulatory agencies.

4.2 OPERATIONAL MATTERS. The Customer shall be solely responsible at its own expense for connecting to the Voxtelesys network, for procuring the necessary facilities and equipment required to interconnect and for coordinating the provisioning of its respective matching facilities and/or equipment by the anticipated Service Date. Voxtelesys will endeavor to provide the Services on the anticipated Service Date. The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities. The Parties also shall interface on a 24 hours/7 days a week basis to assist each other with the isolation and repair of any facility faults in their respective networks.

4.3 TELEMARKETING TRAFFIC. Voxtelesys does not accept for termination any dialer–originated telemarketing traffic or any fax broadcasts, including any traffic that would violate the Telephone Consumer Protection Act ("TCPA"), which prohibits the sending of facsimile advertisements without the prior consent of the recipient, do not call laws, or similar consumer protection laws. Any violations of the TCPA or any other state or federal law or regulation by Customer or its agents or employees is solely borne on the Customer and Customer agrees to indemnify, hold harmless and defend Voxtelesys for any and all liability, damage, and cost due to Customer’s or Customer’s agent or employee violation of applicable laws.

4.4 TRAFFIC CONTROL BY CUSTOMER. In addition to any other terms and conditions of this Agreement, Customer shall bear the following responsibilities in connection with the Service:

(i) Customer shall manage the integrity of the traffic egressing Customer’s network;

(ii) Customer shall screen and block calls destined to (a) invalid single numbers, (b) unassigned numbers or (c) numbers with invalid formats;

(iii) Customer shall manage and correct, as necessary, any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm or adversely affect Voxtelesys or its network.

(iv) Customer shall screen and block invalid data queries; and

(v) Customer shall manage and correct, as necessary, any fraudulent queries that may harm Voxtelesys’ network;

In the event that Customer fails to comply with the requirements described above, Voxtelesys shall have the right (but not the obligation) to take protective action against Customer in order to protect Voxtelesys’s egress network, which protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is resolved (in Voxtelesys’s reasonable discretion).

4.5 Cellular Number Identification (CNI): VoxCNI or Cellular Number Identification Service is a data service. VoxCNI allows Customers to submit a query in real time to the VoxCNI database using the method(s) specified by VTS. Upon receipt of an authorized query, VTS will return a response that contains the CNI if applicable and/or additional information as per the relevant API documentation for the method chosen. It is Customers responsibility to properly format all queries. Each CDR recorded will be considered a valid and chargeable query. The service shall only be used for the sole purposes of identifying phone numbers as cellular numbers or non-cellular numbers by Customer. No other use of the data is permitted. VTS does not charge for the use of the data, but only for queries to its VoxCNI system.

Prohibited Use of Data: Use of the data for the purposes of marketing telecommunications services to end users and consumers of telecommunications services or identifying those end users and consumers of telecommunications services and obtaining or retaining them as customers is strictly forbidden. (B) The data returned by VTS shall not be aggregated, assembled, stored, sold or in any way shape or form given to any other party. (C) The data returned by VTS may not be used for any purpose other than identifying phone numbers as cellular numbers or non-cellular numbers by Customer.

Ownership of Data Returned by VTS: Nothing herein shall be construed as giving Customer any right, title, or interest to any data returned by VTS or contained within any database associated with the Services.

Billing: VTS has optional VoxCNI services. Please refer to the Service Order for pricing on the Customer selected VoxCNI product. Customer acknowledges and agrees that VTS reserves the right to change prices for the Services provided hereunder. Such price changes shall be announced to Customer at least thirty (30) days prior to the effective date of the price change.

DISCLAIMER OF WARRANTIES VTS SHALL HAVE NO LIABILITY WITH REGARDS TO (a) ANY DATA CONTAINED OR NOT CONTAINED IN ANY DATABASE ASSOCIATED WITH THE SERVICES; OR (b) THE AVAILABILITY OR LACK OF AVAILABILITY OF ANY SUCH DATA, AND VTS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE COMPLETENESS OR ACCURACY OF SUCH DATA. CUSTOMER AGREES THAT IT SHALL BEAR ALL RISK OF LOSS OF QUERIES AND/OR RESPONSES, AS WELL AS ANY DELAY IN THE DELIVERY OR TRANSMISSION OF SUCH QUERIES AND/OR RESPONSES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL

WRONGFUL ACTS OF VTS. Responsibility to Control and Manage Traffic. (A) In addition to any other terms and conditions of this Service Schedule and the Agreement, Customer shall bear the following responsibilities in connection with VTS’s provision to Customer of VTS CNI Service: (i) Customer shall manage the integrity of the traffic egressing Customer’s network; (ii) Customer shall screen and block invalid queries; and (iii) Customer is solely responsible for all usage of the Services, fraudulent or otherwise. Claims of fraudulent usage shall not constitute a valid basis for dispute of an invoice. The Parties agree that Customer, and not VTS, shall bear all risk of loss arising from fraudulent or unauthorized use of the Services. Customer shall manage and correct, as necessary, any fraudulent queries that may harm VTS’s network. VTS reserves the right, but has no duty, to take any action it deems appropriate to prevent any fraud or abuse in connection with the Services, consistent with applicable federal and state laws and regulations. (B) In the event that Customer fails to comply with the requirements described in (A) above, (1) VTS shall have the right (but not the obligation) to take protective action against Customer in order to protect VTS’s egress network which protective action may include, without limitation, temporarily block Customer’s traffic until the problem is resolved in VTS’s reasonable discretion.

4.6 Dynamic Caller ID (Dynamic CLID): Dynamic CLID is a data service. Dynamic CLID allows Customers to submit a query in real time to the Dynamic CLID database using the method(s) specified by VTS. Upon receipt of an authorized query, VTS will return a response that contains the Dynamic CLID information as per the relevant API documentation for the method chosen. It is Customers responsibility to properly format all queries.

Billing: Please refer to the Service Order for pricing on the Customer selected Dynamic CLID product. Customer acknowledges and agrees that VTS reserves the right to change prices for the Services provided hereunder. Such price changes shall be announced to Customer at least thirty (30) days prior to the effective date of the price change.

Customer warrants that the DIDs it has been assigned by VTS when utilized by Customer to place outbound calls shall be answered during normal business hours, and the consumer can make a Do Not Call request if they desire to do so. Sending different Caller ID phone numbers and names for different client campaigns, different sellers, or for a specific geographic region is allowed, unless there is evidence of malicious intent to defraud the consumer. The out-pulsed caller identification information shall not be altered, manipulated or modified by Customer in any such manner that can cause harm, injury or misrepresent to the called party the nature of the call and shall at all times remain in compliance with the provisions of the Truth in Caller ID Act. (the “Act”).

4.7 SMS-MMS Texting Service: Customers understand that all information, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. Customer agrees to accept all responsible for all Content uploaded, posted or transmitted. Voxtelesys does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Voxtelesys be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, posted, transmitted or otherwise made available via the Service. Voxtelesys is solely a facilitator of the message traffic and has no visibility into or control over individual Messages as they are transmitted. Voxtelesys has no responsibility or liability with respect to the content of any individual Message.

4.7.1 The Customer agrees that the Customer will not, and will not encourage or permit any party (including but not limited to Service Users) to, access or use the Services: (a) other than as expressly prescribed by the Service Agreement; (b) in violation of: (i) Compliance Rules or Relevant Laws or (ii) applicable third party licenses; (c) to send spam or unsolicited messages or other communications; (d) in any manner that is infringing, obscene, threatening, libelous, unlawful, or in violation of any third party rights; (e) to breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any mobile industry association, Regulator or any Service Provider; (f) to facilitate the transmission or use of any: (i) malicious code (including malware, viruses, worms, and Trojan horses); (ii) traps, time bombs, or other code with a latent ability to disable or cripple software or services; or (iii) code that would allow any third party to interfere with or access any Data; (g) to circumvent, disable, violate, or otherwise interfere with the security or integrity of the Services, their operation, any networks or servers used in connection with the Services, or any activity being conducted in or in relation to the same (or attempt at any of the foregoing); (h) to gather, store, upload or otherwise transmit any Data for which the Customer does not have a right to do so; (i) support or carry any emergency calls to any medical rescue, emergency, or law enforcement agency, service or provider of any kind; or (j) to impersonate any person or entity.

4.7.2 Customer understands and agrees that all messages sent via the Voxtelesys service will be sent, and certifies that any subscriber imported into Voxtelesys was collected, in compliance with all applicable federal, provincial, state, and local laws, regulations, and rules governing SMS messages, advertising, and telemarketing, including, without limitation, Section 5 of the FTC Act (15 U.S.C. § 45), the CAN-SPAM Act (15 U.S.C. §§ 7701-7713), the Telemarketing Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§ 6101-6108), the Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. § 310 et seq.), the Telephone Consumer Protection Act (47 U.S.C. §§ 227), the Federal Communications Commission regulations (47 C.F.R. 64.1200 et seq.) and orders implementing the Telephone Consumer Protection Act, all federal and state Do Not Call and calling-time restriction laws and regulations, and, as applicable for SMS to Canadian numbers, the CRTC’s Unsolicited Telecommunications Rules, including the CRTC Telemarketing Rules, National DNCL Rules, and Automatic Dialing and Announcing Device Rules, Telecom Decision CRTC 2007-48, as amended.; and all applicable industry guidelines and best practices, including, without limitation, the CTIA Short Code Monitoring Handbook and Messaging Principles and Best Practices (collectively, “Applicable Message Requirements”). Customer is solely and exclusively responsible for complying with Applicable Message Requirements (and for defending and indemnifying Voxtelesys from any claims in which it is alleged). If for any reason Voxtelesys suspects that Customer’s use of its Services in any way is contrary to any Applicable Message Requirements, Voxtelesys reserves the right to request a written explanation, including the method of collecting the subscriber’s phone numbers and a guarantee that all the people on the suspected subscriber list have provided prior express written consent to receive text messages. Customer agrees to provide all such information and documents reasonably requested by Voxtelesys. Voxtelesys reserves the right to take any appropriate action in the case of non-compliance, including but not limited to suspension and/or cancellation of the account, without any liability to Customer therefor.

4.7.3 Customer understands that, among other requirements, the TCPA requires prior express written consent from a consumer before Customer can send marketing text messages using an autodialer, with no purchase required as a condition of their consent, and such consent must be clear and conspicuous. Furthermore, damages for each message sent in violation of the TCPA is $500 and can be $1500 if the violation is proven to be “willful and knowing.”

4.7.4 Customer agrees include clear opt-out/unsubscribe information on messages when required to do so by any applicable law or regulation and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association.,

4.7.5 Customer agrees to schedule messages responsibly and in a manner that is courteous to the recipients pursuant to local, state, national, and international calling time rules and regulations. Customer is solely responsible for obtaining any rights or licenses to any data, including without limitation sound files, pictures or videos for inclusion in any outbound messages.

5. Emergence Services - 911 Dialing

5.1 911 Dialing. Voxtelesys 911 Dialing is different than traditional 911 service. Most customers (other than customers of WiFi, Softphone and other nomadic products) have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when dialing 911, the telephone number and registered address is simultaneously sent to the local emergency center assigned to the location, and emergency operators have access to the information they need to send help and call back if necessary. Customers/callers in locations where the emergency center is not equipped to receive the telephone number and address have basic 911. With basic 911, the local emergency operator answering the call will not have the call back number or the exact location, so callers must be prepared to provide this information. Until callers give the operator the phone number, he/she may not be able to call back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if callers are unable to speak. As additional local emergency centers become capable of receiving customers’ information, Voxtelesys will automatically upgrade customers with basic 911 to E911 service. Voxtelesys may not give notice of the upgrade.

Certain customers do not have access to either basic 911 or E911. If customers don’t have access to basic 911 or E911, 911 calls will be sent to the Bulk911.com national emergency call center. A trained agent at the emergency call center will ask for the name, telephone number and location of the customer calling 911, and then contact the local emergency center for such customer in order to send help. Examples of situations where 911 calls will be sent to the Bulk911.com national emergency call center include when there is a problem validating a customers’ address, the customer is identified with an international location, or the customer is located in an area that is not covered by the landline 911 network. In addition, if using a nomadic product via WiFi or Softphone, due to the portable nature of these Devices, 911 calls will be routed to the Bulk911.com national emergency call center. Emergency personnel do not receive the phone number or physical location when the 911 call is routed to the Bulk911.com national emergency call center.

Customer gives Voxtelesys authorization to disclose Customers’ name and address to third-parties involved with providing 911 Dialing, including, without limitation, call routers, call centers and local emergency centers.

5.2 Notify All Users. Customers should inform any household residents, guests and other third persons who may be present at the physical location where utilizing the Service of the important differences in and limitations of Voxtelesys 911 Dialing as compared with basic 911 or E911. It is the Customers’ responsibility to place a 911 Sticker, concerning the potential non-availability of basic 911 or E911, on or near each Device that is used with the Service. 911 Stickers are available for distribution from Voxtelesys, upon request. It is the Customers’ responsibility to contact Voxtelesys with the quantity of 911 Stickers required.

5.3 Registration of Physical Location Required. Each phone number using the Service must register with Voxtelesys the primary physical location of the phone number. When moving the Device to another location, Customer is responsible to register the new location. If Customer does not register the new location, any 911 calls may be sent to an emergency center near the old address. Customer agrees to register the initial physical location of use when subscribing to the Service. Thereafter, Customer may register a new location either by contacting Voxtelesys customer support services or updating the address on Voxtelesys Customer Portal. For purposes of the 911 Dialing feature, Customer may only register one location at a time for each phone line using the Service.

5.4 Confirmation of Activation Required. 911 Dialing feature will not be activated for any phone line using the Service, unless and until recieving an email from Voxtelesys confirming that the 911 Dialing feature has been activated for that phone line.

5.5 Service Outages.

5.5.1 Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, Customer may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing.

5.5.2 Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband Service or ISP Service. Service outages or suspensions or disconnections of service by broadband providers or ISP will prevent all Service, including 911 Dialing, from functioning.

5.5.3 Service Outage Due to Disconnection of Voxtelesys Account. Service outages due to disconnection of Customers’ account will prevent all Service, including 911 Dialing, from functioning.

5.5.4 Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided the Customer alerts Voxtelesys to this situation, Voxtelesys will attempt to work with the Customer to resolve the issue. During the period that the ports are being blocked or Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, the Service, including the 911 Dialing feature, may not function. Customer acknowledges that Voxtelesys is not responsible for the blocking of ports by the ISP or broadband provider or any other impediment to usage of the Service, and any loss of Service, including 911 Dialing, which may result. In the event lose Service, as a result of blocking of ports or any other impediment to usage of the Service, Customer will continue to be responsible for payment of the Service charges unless and until Customer disconnects the Service in accordance with this Agreement.

5.5.5 Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.

5.6 Re-Activation Required if You Change Your Number or Add or Port New Numbers. 911 Dialing does not function if Customer changes phone numbers or adds or ports new phone numbers to Customers’ account, unless and until Customer successfully registers the location of use for each changed, newly added or newly ported phone number.

5.7 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks.

5.8 Disclaimer of Liability and Indemnification. Voxtelesys does not have control over whether, or the manner in which, calls using 911 Dialing service are answered or addressed by any local emergency response center. Voxtelesys disclaims any and all responsibility for the conduct of local emergency response centers and the national emergency calling center. Voxtelesys relies on third parties to assist in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. Voxtelesys disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither Voxtelesys nor its officers or employees may be held liable for any claim, damage, or loss, and Customer hereby waives any and all such claims or causes of action arising from or relating to 911 Dialing service unless such claims or causes of action arose from Voxtelesys gross negligence, recklessness or willful misconduct. Customer shall defend, indemnify, and hold harmless Voxtelesys LLC, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, Customer or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.

5.9 Alternate 911 Arrangements. If Customer is not comfortable with the limitations of Voxtelesys 911 Dialing service, Customer acknowledges that it is the customers”s duty to secure alternate means of accessing traditional 911 or E911 services or disconnecting the Service.

6. Assignment

Neither this Agreement nor any of your rights or obligations hereunder may be sold, assigned, encumbered or transferred by operation of law or otherwise, without the prior written approval of VTS, which consent shall not be unreasonably withheld. VTS may freely transfer, assign or otherwise encumber this Agreement and its rights and obligations hereunder.

7. Governing Law, Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota, without regard to any conflicts of law provision that would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement must be brought in the state or federal courts for the County, of Cass, which courts shall have exclusive jurisdiction and venue of all matters arising out of or in connection with this Agreement, except for recognition or enforcement of and judgment rendered by said courts.

7.1 WAIVER OF TRIAL BY JURY. The Parties hereby knowingly, irrevocably, voluntarily unequivocally and intentionally waive any rights to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement or arising out of, under, or in connection with this Agreement or any document or instrument executed in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or action of any Party hereto. This provision is a material inducement for Voxtelesys and Customer entering into the subject transaction.

8. Fair Use Policy

The Fair Use Policy (FUP) applies to Unlimited Services that include, but are not limited to, unlimited calls or unlimited minutes. Voxtelesys may apply the FUP where, in our reasonable opinion, Customer’s usage of Voxtelesys's Unlimited Services is excessive or unreasonable as described below.

8.1 Fair Use excludes activities such as auto dialing, continuously call forwarding, telemarketing and call centers.

8.2 If Customer’s usage of Unlimited Services materially exceeds estimated use patterns over any month, or is inconsistent with normal usage patterns, then Customer’s usage will be considered excessive or unreasonable.

8.3 If Customer’s usage is excessive or unreasonable, Voxtelesys will send Customer a notice of a breach of the FUP. Customer will be requested to stop or alter usage to comply with Voxtelesys’s Fair Use Policy or will be offered an alternative per minute plan, where a FUP does not apply.

8.4 If Customer’s excessive or unreasonable usage continues after receipt of a request to stop or alter the nature of such usage, Voxtelesys may without further notice, apply per minute charges to Customer’s account for the excessive and/or unreasonable element of usage; suspend, modify or restrict Customer’s use of the Services or withdraw Customer’s access to the Services.

9. Truth in Caller ID Act Indemnification

Customer shall forever indemnify, defend and hold VTS harmless from any demand, claim, action, proceeding, fine, penalty or assessment brought or initiated by third parties, in their individual capacity, or regulatory agencies or authorities including, but not limited to, the Federal Communications Commission, State Attorneys General, Federal Trade Commission, state regulatory authorities (where concurrent jurisdiction exists) for any alleged or actual violation by Customer or Customer affiliates (collectively “Customer”) of the Truth in Caller ID Act. This specific indemnity shall be a blanket indemnification for all consequences, whether known or unknown on the part of VTS or Customer that may befall VTS as a result of any such actual or alleged violation by Customer of the “Act”. This indemnification shall include, but not be limited to, any cost of defense incurred response required or documentation requested of VTS due to any such violation of the Act by Customer. In the event parties other than Customer (e.g. Customer’s end-users) shall have use of the telecommunications services provided by VTS through Customer, then Customer agrees to forever indemnify and hold VTS and any third party provider or operator of facilities employed in provision of the telecommunications services provided by VTS harmless from and against any and all claims, demands, suits, actions, losses, damages, assessments or payments which those parties may assert relating to any violation of the Truth in Caller ID Act. Customer agrees to reimburse VTS for all reasonable costs and expenses incurred by VTS due to VTS’s direct participation (either as a party or witness) in any administrative, regulatory, criminal or civil proceeding concerning Customer if VTS’s involvement in said proceedings is based upon Customer’s actions or inactions resulting in a violation of the Truth in Caller ID Act.

10. No Modification

Except for VTS’ right (as described above) to modify the T&Cs and the price of Service from time to time in its sole discretion, no changes or modifications to this Agreement or any Service Order executed pursuant hereto shall be effective unless agreed to by an authorized officer of VTS either by initials or signature.

11. No Waiver

No failure or delay on the part of either Party in exercising any right hereunder and no course of dealing between the Parties shall operate as a waiver of any provision hereof.

12. Severability

In the event any provision of this Agreement other than the provisions associated with the obligation to make payment for Services hereunder, as applied to either Party or to any circumstance, conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid, illegal or unenforceable by a court with jurisdiction over the Parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intention of the Parties in accordance with the applicable law, and the remainder of this Agreement shall remain in full force and effect. The illegality or unenforceability of any provision of this Agreement does not affect the legality or enforceability of any other provision or portion of this Agreement.

13. Counterparts

The Parties hereby acknowledge that this Agreement may be executed in two or more counterparts and duplicate originals, including electronic and facsimile counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. The Parties intend that any counterpart copy signed and exchanged shall be fully binding as an original handwritten executed copy and all such copies together shall constitute one instrument.

14. Headings

Headings contained herein are provided for convenience and reference only. Headings do not affect or limit the interpretation, contents, or terms of this Agreement.

15. Limitation of Liability

(a) THE SERVICE IS PROVIDED TO CUSTOMER “AS IS”. NOTWITHSTANDING ANYTHING CONTAINED IN OR IMPLIED BY THIS AGREEMENT, NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IS MADE TO CUSTOMER, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VOXTELESYS DOES NOT WARRANT THAT ITS SERVICES OR VOXTELESYS’S SYSTEMS WILL MEET CUSTOMER’S REQUIREMENTS, OR WILL OPERATE IN THE MANNER DESIRED BY CUSTOMER, OR WILL BE ERROR-FREE, OR FREE FROM UNAUTHORIZED INTRUSION.

(b) Under no circumstances shall Voxtelesys be liable for any indirect, incidental, consequential, reliance, or special damages suffered by Customer (including without limitation damages for harm to business, lost revenues, lost savings, or lost profits suffered by such other Party), regardless of the form of action, whether in contract, warranty, strict liability, or tort, including without limitation negligence of any kind whether active or passive, and regardless of whether the Parties knew of the possibility that such damages could result. Customer hereby releases Voxtelesys (and its respective officers, directors, OWNERS, employees and agents) from any such claim.

(c) UNDER NO CIRCUMSTANCES SHALL VOXTELESYS’S LIABILITY TO CUSTOMER HEREUNDER EXCEED THE LESSER OF (1) CUSTOMER’S ACTUAL DAMAGES, (2) THE AVERAGE MONTHLY USAGE CHARGES PAID BY CUSTOMER FOR THE PARTICULAR SERVICE TO WHICH THE CLAIM PERTAINS (THE “AFFECTED SERVICE”), CALCULATED FROM COMMENCEMENT OF THE AFFECTED SERVICE TO THE DATE A CLAIM IS MADE.

(d) CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS AND DISCLAIMERS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.

16. Customer Acknowledgments

(a) Customer acknowledges that Voxtelesys has no control over how a foreign administration or third party carrier establishes its own rules and conditions pertaining to services. Customer agrees that Voxtelesys, its directors, officers, owners, employees and agents shall not be liable for any loss or damage sustained by Customer, its interconnecting carriers, its customers or its end users, among other individuals and entities, due to any failure in or breakdown of the communication facilities associated with providing the Services, for any delay, interruption or degradation of the Services, whatsoever shall be the cause or duration thereof, or for any other cause or claim whatsoever arising under this Agreement.

(b) Customer acknowledges and accepts that API communications, and transactions conducted on-line, may not be absolutely secure, that there may be system failure that may limit Customer's accessibility to on-line Services, and that on-line Services are not guaranteed to be error free. By enrolling for and using such on-line Services, Customer agrees to accept all responsibility and risk associated with the use of such on-line Service and the internet generally.

(c) Voxtelesys shall not be liable at all for the use, misuse, or abuse of a Customer's service or Customer's facilities by Customer, Customer's agents or employees, or third parties including, without limitation, members of the public. By way of example and not limitation, Voxtelesys is not liable for any damages, including any damages for claims brought due to a Customer's violation of Voxtelesys’s Acceptable Use Policy or toll usage charges, the Customer may incur as a result of the unauthorized placement of calls (i) from the Customer's premises; (ii) through Customer-provided equipment that are transmitted or carried on the Voxtelesys network; (iii) to Customer's Toll Free Prefixes in error, and (iv) otherwise using Customer's Services. In no event shall Voxtelesys be liable for the fraudulent or illegal use of the Services by any customers or employees of Customer. Voxtelesys may work with Customer, if requested, to recommend possible solutions to reduce unauthorized use of the Services and Customer's facilities. Voxtelesys does not, however, warrant or guarantee that its recommendations will prevent unauthorized use, and the Customer is responsible for controlling access to, and use of, the Service and its own communications facilities.

(d) Customer shall remain solely responsible for any and all claims, charges, expenses (including attorneys’ fees), losses and damages (collectively “Claims”) arising out of any conduct by Customer or its agents or employees described in this section, and shall defend and indemnify Voxtelesys, its parents, subsidiaries, agents and affiliated individuals and entities, (“the Indemnified Parties”) and hold and them harmless, for and from any and all such Claims, including all attorney’s fees.

17. Regulatory and Legal Compliance; Third Party Charges

(a) The rates set forth in this Agreement are subject to the imposition of new regulations, modification of existing regulations, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state, and/or local regulatory agency, legislative or administrative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges (such as USF charges), surcharges, and/or taxes in reliance on, or as a result of, the same (collectively, “Regulatory Activity”). Voxtelesys reserves the right, at any time, (i) to pass through to Customer all, or a portion of, any charges, surcharges, or taxes of any third party directly or indirectly related to such Regulatory Activity; and/or (ii) modify the rates and/or other terms and conditions of this Agreement to reflect the impact of such Regulatory Activity, including, without limitation, the impact of any actions by third parties in connection with such Regulatory Activity. By way of example and not limitation, Customer shall promptly pay to Voxtelesys all access charges, reciprocal compensation, and/or any other charges, surcharges and/or taxes billed to Voxtelesys by a third party, or remitted by Voxtelesys to a third party, that are associated with any of Customer’s traffic delivered or facilities utilized pursuant to this Agreement, including but not limited to any retroactive charges, and that are not already reflected in the rates charged by Voxtelesys for the Services rendered pursuant to this Agreement. (Collectively, “Additional Charges”) Although Voxtelesys shall not have any obligation to challenge any Additional Charges levied by a third party, if it successfully does so, it will refund to Customer any Additional Charges previously paid by Customer to Voxtelesys that were subject to such successful challenge. If Customer elects to transition the affected Services to another carrier, Customer shall still be responsible for paying any and all Additional Charges billed to or remitted by Voxtelesys up to and including the final transition date. The parties agree to cooperate on the scheduling of any such transition, but such transition shall be subject to all of the terms in this Agreement, including those regarding early termination.

(b) Customer represents and warrants that all traffic Customer delivers to Voxtelesys for termination is originated on IP-based end points, such as VOIP-enabled on-premises PBX, Digital or Analog VOIP Gateways, Digital or Analog Telephone Adapters and similar voice-packet producing devices. Customer represents and warrants that all traffic Voxtelesys delivers to Customer or Customer’s agents that has originated in the same local calling area in which Customer’s NPA-NXX is assigned, and/or in which such traffic is terminated to Customer or its agents, is local traffic and is legally entitled to be treated as local traffic under all applicable federal, state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over such traffic. Customer understands and acknowledges that Voxtelesys will rely upon such representation to assign local telephone numbers to Customer and/or route Customer’s traffic for termination as local calling.

(c) Customer agrees that, if another carrier and/or regulatory agency determine that it is necessary to audit the traffic that is the subject of the Agreement, Customer will cooperate in any such investigation. In addition, to the extent any third party attempts to recover access charges, or payphone, toll free origination or other charges, with or without such audit/investigation, Customer agrees that it will compensate and indemnify the indemnified parties for, and shall hold and save them harmless from, any and all Claims asserted or billed by such third party. Nothing herein shall prohibit Customer from challenging charges assessed by the third party or the classification of its traffic being subject to such charges.

(d) This Agreement and its continuance hereof are contingent upon the obtaining and the continuance of such governmental and regulatory approvals, consents, authorizations, licenses and permits as may be required or deemed necessary by the Parties, and the Parties shall use commercially reasonable efforts to obtain and continue same in full force and effect. Customer shall not use the Services in any manner or for any purpose that constitutes a violation of applicable laws in any jurisdiction in which the Services are being provided and shall defend, indemnify Voxtelesys against, and hold it harmless from, any such unlawful use of the Services by Customer.

18. Force Majeure

Notwithstanding anything seemingly to the contrary herein, neither Party shall be liable (except for its payment obligation) for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by events beyond such Party’s reasonable control and without such party’s fault or negligence, including, but not limited to, unforeseen fire, flood, explosion, act of terrorism, accident, war, strike, embargo, governmental requirement, civil or military authority, pandemic, or Act of God, inability to secure materials not in such Party’s possession, acts or omission of common carriers, or any other causes beyond their reasonable control (“Force Majeure”). Any such delay or failure shall suspend the affected Party’s performance under this Agreement until the Force Majeure ceases and any then-current Service Term for affected Services(s) shall be extended by the length of the suspension.

19. Publicity, Confidentiality

The following shall apply only if no prior Non-Disclosure Agreement (“NDA”) has been executed (if an NDA has been executed, its terms will continue to apply): Each Party shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by the other Party hereto, provided such Information contains a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., customer or cost data). For purposes of this Article, this Agreement and any of its Annexes shall be considered “Confidential”. Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or other misconduct, or has been previously independently developed by the receiving Party. This Section shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify and obtain consent from the disclosing Party of this required disclosure. Voxtelesys may also disclose this Agreement to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in addition to any legal remedies to which the Disclosing Party may be entitled. At the request of the Disclosing Party upon termination of this Agreement or at any time or from time to time thereafter, the Receiving Party shall, as promptly as practicable and in all cases within five (5) days of such request, deliver to Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or under Receiving Party’s control, or certify by affidavit that such was delivered.

20. Marketing

Without obtaining the prior written consent of the other Party hereto, a Party shall not (i) refer to itself as an authorized representative of the other Party, or refer to the other Party in promotional, advertising or other materials; (ii) use the other Party’s logos, trademarks, service marks, or any variations thereof in any of its promotional, advertising, or other materials, or (iii) release any public announcements referring to the other Party or this Agreement. Notwithstanding the foregoing, Voxtelesys is hereby expressly authorized to identify Customer as its customer for Services for the limited purpose of the periodic issuance of marketing and/or publicity announcements.

21. Notices

All notices, requests or other communications hereunder shall be in writing, addressed to the Parties at the address indicated in the caption of this Agreement. Notices mailed by registered or certified mail shall be deemed to have been received by the addressee on the third business day following the mailing or sending thereof. Notices sent by email shall be conclusively deemed to have been received on dates authentically stated in a delivery confirmation. Any notice of change of address shall be deemed to be received only when actually received.

All price changes, invoices and other payment-related notices from Voxtelesys shall be sent to Customer at the e-mail address set forth in this Agreement, and shall be deemed received at the time it is made.

22. Relationship Of The Parties

Nothing herein contained shall be deemed to constitute a partnership, a joint venture, an agency or a merger of the Parties’ assets or their fiscal or other liabilities or undertakings. Neither Party shall have the right to bind the other Party. This Agreement is non-exclusive. Nothing in this Agreement shall be deemed to prevent either Party from entering into an agreement or negotiation of any kind or nature with third parties. All persons employed by either Party in connection with the Services provided under this Agreement shall be considered employees or agents of such party only, and shall in no way, either directly or indirectly, be considered employees or agents of the other Party.

23. Entire Agreement

This Agreement, along with any Attachments, Service Orders and the T&Cs, constitutes the entire Agreement between VTS and you and supersedes all prior agreements (written or oral), understandings, statements or proposals concerning the Service. No statement, representation or warranty made by any agent or representative of VTS regarding the Services to be provided hereunder or the rates therefore shall be binding upon VTS unless expressly included herein. In the event a Master Service Agreement (a “Prior Agreement”) between the Parties has previously been executed, this Agreement shall: (a) replace and supersede such Prior Agreement; and (b) apply to any and all outstanding Service Orders previously executed in accordance with such Prior Agreement. Notwithstanding the foregoing, any Service Order which is already in existence as of the Effective Date of this Agreement shall remain in effect for the remainder of the applicable Service Order Term and may not be terminated by Customer for any reason.