1. Term And Termination of Agreement

This Agreement is effective upon the date signed. Unless otherwise amended, this Agreement shall remain in force for a duration of not less than 24 months beginning from the Activation Date. This Agreement may only be terminated by Client upon sixty (60) days written notice if VOICE 9 LLC (a) fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice, or (b) terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement. This Agreement may be terminated by VOICE 9 LLC upon sixty (60) days written notice to Client. If either party terminates this Agreement, VOICE 9 LLC will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay VOICE 9 LLC the actual costs of rendering such assistance. 1.1 Activation Date shall be defined as the date your services are available for use with either a temporary or ported number. This does not require the installation of equipment or registration of any telephony devices. Billing of subscribed services will commence on the Activation Date. Use of the services by Client is not a requirement for services to considered active or billable. 1.2 Upon maturation of this agreement Client shall continue services on a month-to-month basis. Client may terminate services at any time with thirty (30) days written notice and without any penalty.

2. Statements of Service; Fees and Payments; Taxes

2.1 Statements of Service shall describe in detail the services to be performed by VOICE 9 LLC, and this Agreement hereby incorporates all attached and subsequent Statements of Service that refer specifically to this Agreement by name and date of execution, or the MSA Number.

2.2 Client will receive an invoice monthly, and it will become due and payable on the date of the invoice. Client shall have 15 calendar days until a late fee is assessed. Unless otherwise agreed in writing, Client is required to maintain an automated method of payment on file. This may be credit card or ACH. All services will be suspended if payment is not received within 30 days following the due date. Client will be billed a charge of $50 to re-establish service if payment or payment arrangements had not been arranged and agreed upon in writing prior to the service interruption.

2.3 It is understood that any applicable federal, state, or local taxes shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay all such taxes unless a valid exemption state certificate is furnished to VOICE 9 LLC.

2.4 Early Termination Fee & Minimum Commitment Fee Client may reduce or augment services at any time during the Agreement. Client agrees that they shall not be liable for less than 50% of the original contracted service amount. If, for any reason, this Agreement is terminated prematurely by Client, VOICE 9 LLC reserves the right to assess an Early Termination Fee equal to 50% of the originally contracted services multiplied by the amount of remaining months in the original Agreement.

3. Coverage

Unless modified by a Statement of Service associated with this agreement, all contracted services will be provided to Client by VOICE 9 LLC during working hours. VOICE 9 LLC will make reasonable efforts to respond to emergency requests. The hours of operation will be published at https://voice9.co/hours-of-operation or other websites.

3.1 E911. VOICE 9 LLC is subject to FCC requirements to provide notifications of any E911 limitations that may be associated with VOICE 9 LLC’s service. Such limitations and notices are made publicly available at https://voice9.co/e911 Client agrees that they have reviewed and accept such limitations.

4. Nondisclosure

4.1 Confidential Information. Except as provided in Section 4.2, as used in this Agreement, “Confidential Information” means any information furnished or disclosed, in whatever form or medium, by VOICE 9 LLC to Client relating to the business of VOICE 9 LLC, and includes, without limitation, contract terms, financial information, business procedures, processes, techniques, methods, ideas, discoveries, inventions, developments, records, product designs, source codes, product planning, trade secrets, customer lists, material samples, and the fact that VOICE 9 LLC and Client are negotiating or are parties to this Agreement, all of which is deemed confidential and proprietary.

4.2 Use of Confidential Information. VOICE 9 LLC and Client shall only use Confidential Information for the purpose of performing services under this Agreement, and shall make no use of the Confidential Information, in whole or in part, for any other purpose. Both parties agree to refrain from disclosing the Confidential Information to third parties, unless one of the parties has given its prior written authorization to the other. The parties further agree to take all reasonable steps to preserve the confidential and proprietary nature of the Confidential Information. However, if the parties are required by subpoena or other court order to disclose any of the Confidential Information, the party shall provide immediate notice of such request to the other party and shall use reasonable efforts to resist disclosure. If, in the absence of a protective order or the receipt of a waiver under this Agreement, the parties are legally required to disclose any Confidential Information, then the parties may disclose such information without liability under this Agreement.

4.3 Remedies for Breach of Nondisclosure. The Confidential Information protected by this Agreement is of a special character, such that money damages, although available, would not be sufficient to award or compensate for any unauthorized use or disclosure of the Confidential Information. The parties agree that injunctive and other equitable relief would be appropriate to prevent any such actual or threatened unauthorized use or disclosure.

5. Ownership of Work Product

5.1 General. All intellectual property rights associated with any ideas, concepts, techniques, processes, or other work product created by VOICE 9 LLC during performing the services shall belong exclusively to VOICE 9 LLC, and Client shall have no right or interest therein.

6. Indemnity

6.1 Third Party Indemnification of VOICE 9 LLC. Client acknowledges that by entering into and performing its obligations under this Agreement and each Statement of Service, VOICE 9 LLC will not assume and shall not be exposed to the business and operational risks associated with Client’s business, and Client therefore agrees to indemnify, defend and hold VOICE 9 LLC harmless from any and all third party claims, actions, damages, liabilities, costs and expenses (including attorneys’2 fees and expenses) arising out of or related to the conduct of Client’s business except as a result of gross negligence on the part of VOICE 9 LLC.

6.2 Procedures

All indemnification obligations under this Section 6 shall be subject to the following requirements: (a) the indemnified party shall provide the indemnifying party with prompt written notice of any claim; (b) the indemnified party shall permit the indemnifying party to assume and control the defense of any action upon the indemnifying party’s written acknowledgment of the obligation to indemnify (unless, in the opinion of counsel of the indemnified party, such assumption would result in a material conflict of interest); and (c) the indemnifying party shall not enter into any settlement or compromise of any claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld. In addition, the indemnified party may, at its own expense, participate in its defense of any claim. If the indemnifying party assumes the defense of any such claim, the indemnifying party is not liable for attorney’s fees and costs incurred by the indemnified party.

7. Representation and Warranties

7.1 VOICE 9 LLC represents and warrants that it (a) has the right, power, and authority to enter into the Agreement and to fully perform all of the obligations hereunder, (b) will use commercially reasonable efforts to provide all services required of it under the Agreement in accordance with prevailing industry standards, and (c) owns or has acquired the requisite rights from third parties to the VOICE 9 LLC property.

7.2 VOICE 9 LLC does not manufacture hardware, or commercial off-the-shelf (COTS) software covered under this Agreement. Any warranty provisions are passed through from the manufacturer and are subject to the manufacturer’s limitations. Any labor supplied by VOICE 9 LLC is not covered under the terms of the manufacturer’s warranty.

7.3 VOICE 9 LLC may provide equipment owned by VOICE 9 LLC and housed at Client’s premises. Such equipment may include, but is not limited to routers, desktops, servers, software, and remote backup devices. Such equipment shall be treated with the same care and security as similar equipment owned by Client. Client shall be held liable for any damage or loss not covered by the manufacturer’s warranty. If such loss or damage occurs, Client will be invoiced the current replacement cost of the equipment plus shipping and handling and related installation charges.

8. Disclaimer Of Warranties; Limitation Of Damages

8.1 THE EXPRESS, BUT LIMITED, WARRANTY IN SECTION 7 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING VOICE 9 LLC SERVICES. VOICE 9 LLC AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

8.2 VOICE 9 LLC AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST DATA, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION ARISING FROM OR RELATING TO THIS AGREEMENT OR ARISING FROM OR RELATING TO THE USE OF THE SOFTWARE WHICH HAS BEEN MODIFIED BY ANYONE OTHER THAN VOICE 9 LLC, LOSS OF PROGRAMS, AND THE LIKE, THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, LOSS OF DATA, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR OTHER TORTS), TO THE EXTENT ALLOWED BY LAW, EVEN IF VOICE 9 LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT HAS RELIED ON NO WARRANTIES EXCEPT THE LIMITED EXPRESS WARRANTY IN SECTION 7.

8.4 Client agrees that the total liability of VOICE 9 LLC and its affiliates and the sole remedy of Client and any End User for any claims regarding VOICE 9 LLC services is limited to Client’s right to terminate this Agreement. Further, should a court nonetheless find that remedy is not exclusive or that VOICE 9 LLC is for any reason nonetheless liable for money damages, the cumulative liability in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the amount paid to VOICE 9 LLC under this Agreement during the three months preceding the events giving rise to such liability. The existence of more than one claim shall not enlarge that limitation of liability.

8.5 Except as expressly provided in the Agreement, Client acknowledges that (a) VOICE 9 LLC is in no manner responsible for any action or inaction of any third party; (b) VOICE 9 LLC has not represented that the services shall be uninterrupted, errorfree, or without delay; and (c) VOICE 9 LLC does not and cannot control the flow of data through the Internet, and such flow depends in large part on the performance of third parties whose actions or inaction can, at times, produce situations in which connections to the Internet (or portions thereof) may be impaired or disrupted. ACCORDINGLY, CLIENT ACKNOWLEDGES THAT VOICE 9 LLC DISCLAIMS ALL LIABILITY RELATED TO EVENTS OUTSIDE OF OUR CONTROL AND/OR IN THE CONTROL OF THIRD PARTIES, AND CLIENT SHALL HAVE NO RIGHT TO RELY UPON ANY REPRESENTATION OR WARRANTY OF ANY THIRD PARTY IN RESPECT TO THE SERVICES. Further, Client acknowledges that, in providing the services, VOICE 9 LLC shall necessarily rely upon information, instructions, and services from Client, its administrator, employees and agents, and other third parties providing computer and communications hardware, software, and Internet services. Except as expressly provided in the Agreement, Client fully assumes the risk associated with errors in such information, instructions, and services.

9. Non-Solicitation Of Employees

Client acknowledges that VOICE 9 LLC has a substantial investment in its employees that provide services to Client under this Agreement and that such employees are subject to VOICE 9 LLC’s control and supervision. In consideration of this investment, Client agrees not to solicit, hire, employ, retain, or contract with any employee of VOICE 9 LLC, without first receiving VOICE 9 LLC’s written consent. If any employee involved with the delivering of these services terminates his or her employment with VOICE 9 LLC (regardless of the reason for termination), and is employed by Client (or any affiliate or subsidiary of Client) in any capacity either during the term of this agreement or within a 6 month period thereafter, Client shall immediately pay VOICE 9 LLC an amount equal to 50% of the then current yearly salary or wage paid by VOICE 9 LLC to such employee.

10. General Provisions

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject hereof and supersedes all prior proposals, agreements, negotiations, correspondence, demonstrations, and other communications, whether written or oral, between VOICE 9 LLC and Client. No modification or waiver of any provision hereof shall be effective unless made in writing signed by both VOICE 9 LLC and Client.

10.5 Severability. If any provision hereof is determined in any proceeding binding upon the parties hereto to be invalid or unenforceable, that provision shall be deemed severed from the remainder of the Agreement, and the remaining provisions of the Agreement shall continue in full force and effect.

10.6 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the obligation for the payment of money) on account of any because that is beyond the reasonable control of such party.

10.7 Applicable Law and Venue. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida. Client agrees it is subject to personal jurisdiction of the courts in Miami-Dade County, Florida, and any dispute arising out of this Agreement requiring adjudication by a court of law shall be filed and heard in the venue of Miami-Dade County, Florida.

10.8 Notices. Except where provided otherwise, notices hereunder shall be in writing and shall be deemed to have been fully given and received when mailed by registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the offices of the respective parties as specified in the first paragraph of this Agreement, or at such address as the parties may later specify in writing for such purposes. The foregoing shall apply regardless of whether such mail is accepted or unclaimed.

10.9 Assignment. This Agreement shall inure to the benefit of, and be binding upon, any successor to or purchaser of VOICE 9 LLC whether by contract, merger, or operation of law. Except for this limited right of assignment, neither party shall assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without the other party’2s prior written consent. Any attempted assignment or delegation in contravention of this provision shall be void and ineffective.

10.10 Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a Temporary Restraining Order, Preliminary Injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of the arbitrator, any and all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (AAA) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties or in accordance with AAA rules. The findings of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Legal fees shall be awarded to the prevailing party in the arbitration.

10.11 Liquidated Damages. Client acknowledges that VOICE 9 LLC is relying on Client to perform as promised under this agreement and therefore makes significant investments in time, equipment, and personnel accordingly. To protect this investment, VOICE 9 LLC has the right to collect liquidated damages in case of breach by Client. If Client fails to perform as promised under this agreement, Client agrees to pay liquidated damages in an amount equal to the remainder of contract term.