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Terms and Conditions

  1. Scope of Services: Client has contracted Provider to conduct call center services. It is always agreed that Provider shall act and perform services only as an independent contractor and not as a partner or an agent of Client. Client shall not use Provider services for any illegal or illegitimate purpose, nor shall Client engage in any unethical or immoral conduct that could adversely affect the reputation of Provider. Client shall not solicit nor hire a Provider employee during the term of this agreement nor for twelve (12) months thereafter.
  2. Period of Services: Unless otherwise agreed to in writing by the Parties, the minimum term of this Agreement shall be ninety (90) days from the Effective Date hereof (“Initial Term”) and shall continue thereafter for successive ninety (90) day terms (“Extension Term”) unless either party notifies the other party, in writing, of their intention to terminate, at least thirty (30) days prior to the expiration of the Initial Term or any Extension Term.
  3. Termination of Agreement: In the event Client otherwise terminates this Agreement prior to expiration of the Initial Term or any Extension Term thereof, absent any uncured material breach by Provider, Provider shall have the right to recover from Client the remainder of Client’s billable fees to the agreement’s termination date (i.e., the sum of remaining billable Rate Plan expressed within this Agreement and the average billing cycle fees, including but not limited to program fees, training fees, overage fees, and any other variable charges, to date exceeding Rate Plan). Client hereby acknowledges that Provider’s damages resulting from the premature termination are impossible to estimate, and include lost profits, installation costs, unrecoverable sunk training/education costs, and other elements of injury, and acknowledges further that the foregoing charge is reasonable and is not a penalty. In the event Provider otherwise terminates this Agreement prior to expiration of the Initial Term or any Extension Term, Provider shall provide Client with a 28-day notice of termination and agree to fully participate in the transition of Services to an alternate provider.
  4. Invoicing: Client shall be invoiced at the conclusion of each four-week billing cycle. Billing Cycle Plan charges for all services are billed in advance of the billing period and any additional charges are billed in arrears at the end of the billing cycle. Any disputed amount must be presented to Provider within ten (10) days of the invoice date and resolved within the billing cycle. Any deposits, advance payments, including payments for initial service and setup paid by Client in advance may be used by Provider to pay any amounts becoming due and payable to Provider from Client and there shall be No Refunds.
  5. Terms of Payment/Price Changes: Payment of all undisputed amounts is due upon receipt and past due at commencement of the next billing cycle. Past due accounts will be charged the greater of a fifteen dollar ($15.00) late fee or an interest rate of 1% on undisputed past due amounts. Client will be charged a $25.00 service fee for each returned check and/or a $75.00 fee for non-payment reconnection of service.  Should a client repeatedly fail to make timely payment, Provider, in its sole discretion, reserves the right to require a deposit amount to continue its services. Provider shall have the right, exercisable with a 24-hour notice to Client, to suspend and/or terminate all Services being provided to Client for its failure to timely remit payment. Should an unpaid balance occur upon cancellation of service, Provider is hereby authorized to charge any unpaid balance due using the payment method either on this service agreement or provided to us on file. The unpaid balance will only be charged against the payment method on file if balance due has not been resolved one billing cycle after receipt of last invoice. Client shall be responsible for all Provider expenses incurred in the collection of sum dues, including reasonable attorney fees and court costs. The fees for the Services set forth in Service Plans of the Agreement shall remain in effect for the Initial Term.

During any renewal period of the term of this Agreement (i.e., Extension Term), Provider reserves the right to change its fee structure at their discretion with a one (1) billing cycle notice, unless otherwise mutually agreed upon by the Parties. Telephone Numbers: All Toll Free and DID numbers assigned to a client account belong to Provider. The Client has no authority to move, transfer, or port any number belonging to Provider.

  1. Confidentiality: Provider and Client acknowledge that in the course of dealings between the parties, each party will acquire highly confidential information about the other party, including, but not limited to, its business activities and operations, its technical and non-technical information, intellectual property and trade secrets (“Confidential Information”). Each party shall hold such Confidential Information in strict confidence and shall not reveal the same. Confidential Information shall not include any information generally available to or known to the public, known prior to the negotiations leading to this Agreement, independently developed outside the scope of this Agreement or lawfully disclosed by or to a third party or tribunal. The Confidential Information of each party shall be safeguarded by the other to the same extent that it safeguards its own confidential methods or data relating to its own business, but with no less than a reasonable degree of care.
  2. Indemnification: Client shall indemnify and hold Provider harmless from and against all claims, costs, expenses, damages, losses and liabilities incurred or suffered by the client, or any other party in connection with the delivery, operation, use or performance of equipment or personnel or as a result of any incidental or consequential damages (including strict liability).
  3. Limitation of Liability: Provider shall use due care in performing the services contracted herein. However, due to the nominal per call pricing negotiated, the parties expressly agree that Provider shall have no liability to client for (i) incidental or consequential damages of any kind (including, without limitation, lost profits); (ii) any punitive damages; and (iii) any claims or demands against client by a third party arising out of, or in connection with, the services provided herein. Provider’s entire liability to Client for damages connected with the Services provided to Client or provided by Client to its clients, shall not exceed in the aggregate the total contract price for services payable to Provider under this Agreement during the thirty (30) days immediately preceding any claim. The terms and provisions of this section constitute a material inducement for the parties entering into this Agreement Provider shall be excused from performing services contemplated herein, in whole or in part, as a result of delays or interference caused by the other party or by an act of god; war; terrorist acts; labor disputes; strikes; pandemic; epidemic; floods; lightning; severe weather; shortage of materials; failure or fluctuations in electrical power, heat, light, air conditioning, disruption of a line, service or program by a common telecommunications carrier or billing services provider; disruption or malfunction of any data processing or telecommunications network, facility or equipment; third-party nonperformance or other cause beyond a party’s reasonable control and such nonperformance shall not be deemed a default hereunder or a basis for termination hereof.
  4. Jurisdiction and Venue: This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Such laws shall govern any dispute arising under or related to this Agreement. All proceedings related to this subject matter shall be maintained in the State of California, Orange County which courts shall have exclusive jurisdiction.
  5. Entire Agreement/Waiver: This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or understanding relating to the subject matter. No waiver by Provider of any provision in this Agreement shall constitute a waiver thereafter to enforce such provision or a waiver of any other provisions of this Agreement.

 

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