VOIP Terms

Terms And Conditions
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 Sirius Office Solutions (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 Sirius Office Solutions upon sixty (60) days written notice to Client. If either party terminates this Agreement, Sirius Office Solutions will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Sirius Office Solutions 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 Sirius Office Solutions, 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 on a monthly basis, 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 Sirius Office Solutions.
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, Sirius Office Solutions 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.

2.5 Return/Refund Policy

For hardware purchases, If you are not completely satisfied with your purchase for any reason, you may return your purchase to us within 30 days of purchasing for an exchange or credit towards a future invoice.

3. Coverage

Unless modified by a Statement of Service associated with this agreement, all contracted services will be provided
to Client by Sirius Office Solutions during working hours. Sirius Office Solutions will make reasonable efforts to respond to emergency requests.
3.1 E911. Sirius Office Solutions is subject to FCC requirements to provide notifications of any E911 limitations that may be associated with Sirius Office Solutions’ service. Such limitations and notices are made publicly available at https://www.oit.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 Sirius Office Solutions to Client relating to the business of Sirius Office Solutions, 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 Sirius Office Solutions and Client are negotiating or are parties to this Agreement, all of which is deemed confidential and proprietary.
4.2 Use of Confidential Information. Sirius Office Solutions 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 Sirius Office Solutions during the course of performing the services shall belong exclusively to Sirius Office Solutions, and Client shall have no right or interest therein.
6. Indemnity
6.1 Third Party Indemnification of Sirius Office Solutions. Client acknowledges that by entering into and performing its obligations under this Agreement and each Statement of Service, Sirius Office Solutions 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 Sirius Office Solutions 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 Sirius Office Solutions.
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. In the event that 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 Sirius Office Solutions 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 Sirius Office Solutions property.
7.2 Sirius Office Solutions 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 Sirius Office Solutions is not covered under the terms of the manufacturer’s warranty.
7.3 Sirius Office Solutions may provide equipment owned by Sirius Office Solutions 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

8.4 Client agrees that the total liability of Sirius Office Solutions and its affiliates and the sole remedy of Client and any End User for any claims regarding Sirius Office Solutions services is limited to Client’s right to terminate this Agreement. Further, should a court nonetheless find that remedy is not exclusive or that Sirius Office Solutions 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 Sirius Office Solutions 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) Sirius Office Solutions is in no manner responsible for any action or inaction of any third party; (b) Sirius Office Solutions has not represented that the services shall be uninterrupted, errorfree, or without delay; and (c) Sirius Office Solutions 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 Sirius Office Solutions 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, Sirius Office Solutions 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 Sirius Office Solutions has a substantial investment in its employees that provide services to Client under this Agreement and that such employees are subject to Sirius Office Solutions’ control and supervision. In consideration of this investment, Client agrees not to solicit, hire, employ, retain, or contract with any employee of Sirius Office Solutions, without first receiving Sirius Office Solutions written consent. If any employee involved with the delivering of these services terminates his or her employment with Sirius Office Solutions (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 Sirius Office Solutions an amount equal to 50% of the then current yearly salary or wage
paid by Sirius Office Solutions 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 Sirius Office Solutions and Client. No modification or waiver of any provision hereof shall be effective unless made in writing signed by both Sirius Office Solutions 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 cause 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 Arizona. Client agrees it is subject to personal jurisdiction of the courts in Arizona and any dispute arising out of this Agreement requiring adjudication by a court of law shall be filed and heard in the venue of Arizona.
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 Sirius Office Solutions 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 Sirius Office Solutions 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, Sirius Office Solutions 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.

Managed IT Service Terms

  1. Engagement: Client hereby engages Sirius Office Solutions… (“Company”) for the initial term set forth above, to provide services in support of Client’s computer, electronic and information technology systems (“IT Services”) located at the Service Addresses identified above. Upon expiration of the initial term, and upon expiration of each successive term, this Agreement shall be automatically renewed and extended for an additional term equal to the original unless one of the parties hereto serves notice upon the other of intent not to renew the Agreement at least thirty days prior to the renewal date.
  2. Scope of Included Services: Company will perform IT Services to support employee efficiencies and client revenue producing activities as required, during the term of this Agreement, during business hours. Work completed outside of normal or after business hours is billed at Emergency rates, See Exhibits. An Emergency is any IT service-related issue that affects 3 or more people within the Client’s organization or affects a revenue producing activity within the business. Client will be provided the opportunity to postpone Emergency work to fall within normal or after hours to avoid additional charges. Company will decide whether to perform IT Services at the Service Address or off-site. Client agrees not to make unreasonable requests for services. See Exhibits.
  3. Pricing, Additional Services: The Monthly Base Rate set forth below covers the cost of IT Services coming within the Scope of Included Services in addition to addendums, if any, to this document. Charges for additional services such as “Project Type” work, requested or required by Client will be determined by agreement of the parties or, in the absence of agreement, will be charged at Company’s standard rates in effect at the time service is provided or adjustments to standard rates if defined in Exhibits. The Base Rate does not include the cost of any hardware, software, equipment, 3rd party services, or supplies or any out-of-pocket expenses incurred by Company unless specifically identified as included in the Exhibits or in an addendum.
  4. Payment, Suspension or Termination of Services: Payment of the Monthly Base Rate is due on the first day of each month during the term of this Agreement and shall be considered delinquent if unpaid within fifteen (15) days of the due date. Client shall pay invoices for any additional amounts due to Company within fifteen (15) days after receipt. Company shall have the right to; suspend the performance of IT Services, or to terminate this Agreement, if Client fails to make payment within the time permitted for doing so under this Agreement. Client shall have the right to, at their discretion, terminate this Agreement in the event that Company fails to meet the Required Performance Standard established by the Service Guarantee described in Exhibits and above Scope of Included Services; provided, however, that Client shall not terminate this Agreement pursuant to this provision without first giving Company written notice of deficiencies in performance and a reasonable opportunity (not less than 30 days) to meet and maintain the Required Performance Standard.
  5. Price Adjustments: Monthly base rate is billed on a per user per monthly basis. Automatic adjustment of the billable amount will be based upon user levels which are defined as the number of employees that the company is maintaining as of the first of the month. Company shall have the right to propose an adjustment to the Monthly Base Rate, as provided in Exhibits, in the event of equipment purchases, substantial changes in the demand for IT Services initiated by Client, material increases in costs to Company, or if Client’s demand for IT Services during the term of this Agreement should exceed the Adjustment Threshold, See Exhibits. When an adjustment occurs, an addendum detailing the change will be signed by both parties and attached to this contract.
  6. Tangible Property Rights: Authorization to use any software or hardware provided by Company to the Client provides a personal, non-exclusive, limited, non-transferable and temporary license. All rights are reserved. The Client may not re-publish, transmit, distribute, sell, lease, sublet or make any unauthorized use of Company property. Modification of such materials or the use of such materials for any purpose not authorized by Company is prohibited. Client agrees to act in good faith and maintain in good physical and working order any hardware, software or other tangible items belonging to Company that are installed, lent to, leased to, or for any other reason in possession by Client or Client personnel. In the event of damage, theft, modification, defacing, loss of, or any other acts considered beyond what would be considered “normal wear” the Client will be responsible reimbursing Company for repair and/or replacement of such material in an amount determined by Company to be “fair market value” and will be due immediately at any time requested by Company.
  7. Ownership of Work Product: Any work of authorship fixed in any tangible medium that is the subject matter of a copyright or potential application for registration therefore (including, but not limited to, object code and source code), (b) unpatented inventions, including but not limited to, physical parts or components, processes, techniques, programs or methods, (c) non-trademarked or non-service-marked distinctive symbols, pictures or words, (d) hardware or software provided by Company for use by Client (e) trade secrets, or (f) any other copyrightable, patentable and/or trademarkable intellectual property rights, whatsoever, associated with any ideas, symbols, marks, phrases, writings, drawings, inventions, machines, designs, concepts, techniques, methods, know-how, processes or works of authorship developed or created by: (i) Company and/or Company Personnel; and/or (ii) through collaborative efforts of Company (including Company Personnel) and Client and/or any director, officer, shareholder, member, manager, employee, agent, independent contractor or representative of Client (“Client Personnel”) during the term of this Agreement (collectively, the “Work Product”) shall belong to Company; provided that Client shall retain a perpetual, non-exclusive, royalty-free license to use the Work Product in its day to day business operations so long as Client does not disclose, sell or assign, in any capacity, its rights in said Work Product, to any third party (including Company Personnel and Client Personnel) without the express, written consent of Company, which consent may be withheld. Upon request of Company, Client shall, if necessary, take such actions, and shall cause Client Personnel to take such actions, including execution and delivery of any and all instruments of conveyance, necessary to grant title in and to the Work Product to and in the name of Company.
  8. Non-Diversion: Client agrees that during the term of this Agreement and for a period of five years following the termination of this Agreement, Client will not recruit or hire any employee, agent, representative or subcontractor of the Company (“Company Personnel”), nor will Client directly or indirectly contact or communicate with Company Personnel for the purpose of soliciting or inducing such Company Personnel (a) to accept employment with, or perform work for any person, firm, or entity other than Company; or (b) to provide services to Client or any other person, firm or entity except as an employee or representative of the Company. Client agrees that, in the event of a breach or threatened breach of this provision, in addition to any remedies at law, Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.
  9. Disclaimer of Warranties: To the fullest extent permitted by law, Company disclaims all warranties, express, implied or statutory, including, but not limited to, implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Company does not warrant that use of software, hardware, services or any other products furnished by Company will be uninterrupted, error-free, or secure, that defects will be corrected, or that products or the server(s) to which access is provided are free of viruses or other harmful components.
  10. Limitation of Liability: In no event shall Company be liable to the Client or any other party for any special, exemplary, incidental, consequential, or direct damages, including but not limited to lost profits, whether arising out of contract, tort, strict liability or otherwise. In no way is Company responsible for any damages to the Client or any other party including but not limited to lost profits due to; data loss, the unavailability of or malfunctioning of any equipment, software, or service, whether provided by Company or any party representing Company or otherwise. Company shall not be liable to Client for any failure or delay caused by events beyond Company’s reasonable control, including, without limitation, Client’s failure to furnish necessary information, sabotage, failures, theft or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials, equipment, technical failures, accessibility to work site, acts of God, or any other reason.
  11. Actions: No action, regardless of form (including in contract, tort or otherwise), arising in connection with the performance of this Agreement may be brought by either party more than one (1) year after the date of the occurrence on which the action is based.
  12. Good Faith: The parties hereto expressly assume an obligation to act in good faith toward one another in the performance of their obligations under this Agreement
  13. Access: Client agrees to maintain, where required, a full time, dedicated Internet connection and to allow the Company access to the Client’s network via that Internet connection. Client agrees to allow the Company employees or subcontractors access to its facilities in order to perform services under this Agreement. Client agrees to allow the Company access to the covered equipment. Facility access may be denied for any reason at any time, however if access to facilities is denied, the Client understands the Company may be unable to perform their duties adequately and if such a situation should exist, the Company will be held harmless. In the case of the Client residing in a facility with access controlled by a third party, the Client is responsible for obtaining proper and adequate permissions for the Company to enter and operate on the premises designated as the Client’s work area. Client agrees to allow the Company to load any necessary management software on their systems. Client agrees to furnish the Company with Administrator-level password access for all covered equipment and servers, where necessary. The Company agrees not to prevent Client from accessing any equipment owned by the Client or Company.
  14. Limitations of Technology: The Client acknowledges that technologies are not universally compatible, and that there may be particular services or devices that the Company may be unable to monitor, manage, or patch. The Company agrees to inform the Client when such a situation arises. The Client agrees to correct the situation if applicable, and to hold the Company harmless in any case. Patches and antivirus definitions are distributed by their respective software vendors, and as such, the Company has no direct control over the effectiveness or lack thereof of the software being applied. The Company shall not be held responsible for interruptions in service due to patches released by software vendors.
  15. Authority: Client signatory represents and warrants that it has full corporate power and authority to execute this Agreement to bind their company. Only individuals with title of Chief Executive, Chief Financial Officer, Owner or any person designated by any of those individuals shall have power and authority to bind Client.
  16. Successors, Transferability: The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise, and whether or not the corporate existence of the Company continues) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise and, in the case of an acquisition of the Company in which the corporate existence of the Company continues, the ultimate parent company following such acquisition. Subject to the foregoing, the Company may transfer and assign this Agreement and the Company’s rights and obligations hereunder to another entity that is substantially comparable to the Company in its financial strength and ability to perform the Company’s obligations under this Agreement.
  17. Buyout: Contract buyout is for 3/4 of the balance of the remaining term.
  18. Miscellaneous: This instrument, with attached exhibits, contains the entire agreement of the parties and supersedes any previous agreement on the same subject matter between them. No amendments or variations of the terms and conditions of this agreement shall be valid unless the same are in writing and signed by all parties hereto. Company is an independent contractor and nothing herein shall be construed as inconsistent with that relationship or status. If any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. The headings contained herein are for convenience of reference only, and are not to be used in interpreting this agreement. This agreement shall be construed and enforced pursuant to the laws of the State of Arizona. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one document. Monthly Service Agreement lends control authority to Technology Solutions for IT policies and changes.