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.
- 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.
- 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).
- 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.
- 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.
- 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.