This Master Services Agreement (“Agreement”) takes effect as of the date last signed below (“Effective Date”) and is by and between LIVEVOX, INC., a Delaware corporation, having a principal place of business at 655 Montgomery Street, Suite 1000, San Francisco, California 94111 (“LiveVox”), and the Customer, as defined in the applicable Service Order. LiveVox and Customer are each individually known as a “Party,” and collectively known as the “Parties” to this Agreement.

Background. LiveVox is the owner of certain proprietary contact center software. Under this Agreement, Customer has engaged LiveVox to provide software and other services as set forth in the applicable Service Order or Statement(s) of Work (“SOW”). This Agreement is a master agreement and details of specific LiveVox products and features are specified in a separate Service Order or SOW(s), which sets forth the commercial terms and product-specific information. Any Service Order(s) and SOW(s) are governed under the terms of this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows:

1. Definitions

1.1   “Affiliate” means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise.

1.2  “Agent” means a unique login identification. For Agent-based products (i.e., products where pricing is based on the number of Agents, as opposed to products based on volume). The number of Agents is measured on a calendar month basis by each unique Agent ID at any one time for the Hosted Services.

1.3  “Customer Data” means all electronic data or information submitted by Customer to the Hosted Services.

1.4  “Hosted Services” means all technology, software, hardware, products, services, features, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information created, packaged, or delivered by LiveVox to the market, which LiveVox hosts out of one or more data centers.

1.5 “Total Monthly Minimum” means the combined monthly minimum fees for all Hosted Services in the aggregate.

2. License Grant, Use, and Restrictions

2.1 License Generally: LiveVox grants Customer and its Affiliates a worldwide, non-exclusive, and non-transferable right (except in connection with a permitted assignment of this Agreement) to access and use the Hosted Services in accordance with the terms of this Agreement. Any proposed sublicense under this Agreement is subject to LiveVox’s written consent, consent not to be unreasonably withheld. Customer is authorized to enable its subcontractors, Affiliates, and designees to use the Hosted Services under its supervision, though Customer nevertheless remains responsible for the activities of all such subcontractors, Affiliates, and designees pertaining to this Agreement.

2.2  License Restrictions: Customer will not:

A)  Modify, copy, or create derivative works based on the Hosted Services; 

B)  Resell any portion of the Hosted Services without LiveVox’s written consent; 

C)  Create Internet “links” to or from the Hosted Services, or “frame” or “mirror” any content forming part of the Hosted Services, other than on Customer's own intranets or otherwise for its own or its authorized users’ business purposes; or 

D)   Disassemble, reverse engineer, or decompile the Hosted Services, or access it in order to: 

1.    build a competitive product or service, 

2.    build a product or service using similar ideas, features, functions, or graphics of the Hosted Services, or 

3.    copy any ideas, features, functions, or graphics of the Hosted Services.

2.3  Use Guidelines: Customer will use the Hosted Services for its own business purposes as contemplated by this Agreement and will not: 

A)   Send spam or otherwise duplicative or unsolicited calls or messages in violation of applicable laws; 

B)   Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; 

C)   Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; 

D)   Interfere with or disrupt the integrity or performance of the Hosted Services; or 

E)   Attempt to gain unauthorized access to the Hosted Services or its related systems or networks.

3. LiveVox Responsibilities and Related Considerations

3.1 Functionality: LiveVox will make the Hosted Services available to Customer under the terms set forth in this Agreement and any and all service enhancements executed from time to time. During the term of this Agreement, the functionality of the Hosted Services will not be materially decreased from that available as of the Effective Date.

3.2 Availability and Limitations: LiveVox will: 

A)  Not use, edit, or disclose the Customer Data to any third party unless disclosure has been pre-approved by the Customer or is a “compelled disclosure” as set forth in the “Confidentiality” section of this Agreement; 

B)  Maintain the security and integrity of the Hosted Services and the Customer Data; 

C)  Provide commercially reasonable level of telephone and online standard support to Customer; and

D)  Use commercially reasonable efforts to make the Hosted Services generally available 24 hours a day, 7 days a week, except for planned downtime. LiveVox’s regularly scheduled maintenance windows are Wednesday and Thursday 1:00am - 4:00 am and Saturday, 10:30pm - Sunday 7:30am Eastern Time. Within this LiveVox Maintenance Window, the Hosted Services may not be available. The Hosted Services may also be unavailable during downtime caused by circumstances beyond LiveVox's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems not involving LiveVox employees, or computer or telecommunications failures, network intrusions or denial of service attacks or delays involving hardware or software not within LiveVox's possession or reasonable control, notwithstanding the exercise by LiveVox of reasonable care and due diligence to avoid or mitigate downtime.

3.3 LiveVox’s Compliance Obligation: LiveVox will provide the Hosted Services under this Agreement in compliance with applicable law, with the following proviso: LiveVox is not responsible for any non-compliance with any laws due to Customer’s campaign settings and configurations, or where LiveVox has correctly executed Customer’s instructions regarding the use of the Hosted Services. The campaign settings generally pertain to the timing, frequency, and manner of any of Customer's outbound communications and the configurations generally pertain to Customer's set up for inbound calls and use of LiveVox products and features. LiveVox is responsible for any malfunctions in the Hosted Services.

3.4  LiveVox Representations and Warranties: LiveVox represents and warrants that the following is true and correct in all material respects as of the Effective Date: 

A)   LiveVox is an organization that is validly existing and in good standing in the state of its formation, and in all other jurisdictions in which it is required to be in good standing; 

B)   LiveVox has obtained all licenses it is required to obtain in order to conduct its business operations and owns or otherwise has sufficient rights to the Hosted Services to grant the rights and licenses granted in this Agreement; 

C)   There is no pending or threatened litigation that would materially impact LiveVox’s ability to perform its obligations under this Agreement; 

D)   LiveVox has errors and omissions insurance coverage with a policy limit of at least One Million Dollars, and will provide proof upon request;

E)   LiveVox will take no action to equip a manually-initiated outbound dialing system (i.e., one requiring human intervention to launch a telephone call or text) with auto-dialing functionality; and 

F)   LiveVox will provide the Hosted Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. 

3.5 Automated Telephone Dialing System (“ATDS”): LiveVox cannot and does not guarantee the outcome of any legal proceeding, including whether in any legal proceeding any LiveVox outbound dialing system will or will not be found to be an ATDS under the TCPA.

4. Customer Responsibilities and Related Considerations

4.1  Customer Representations and Warranties: Customer represents and warrants that the following is true and correct in all material respects as of the Effective Date: 

A)    Customer is an organization that is validly existing and in good standing in the state of its formation, and in all other jurisdictions in which it is required to be in good standing; 

B)    Customer has the legal power to enter into this Agreement;

C)    Customer has obtained all licenses it is required to obtain in order to conduct its business operations; 

D)    There is no pending or threatened litigation that would materially impact Customer’s ability to perform its obligations under this Agreement; 

E)     This Agreement does not conflict with any other outstanding agreements or obligations to which Customer is bound.

4.2  Customer’s Compliance Obligation: Customer will comply with applicable law and this Agreement in using the Hosted Services. 

4.3  Activities under Customer’s User Accounts: Customer is responsible for all activities that occur under Customer's user accounts, including use by any of Customer’s subcontractors, affiliates, or designees. Customer will: 

A)   Have sole responsibility for the accuracy of all Customer Data; 

B)   Use commercially reasonable efforts to prevent unauthorized access to, or use of, the Hosted Services, and notify LiveVox promptly of any unauthorized use; 

C)   Cooperate with LiveVox in furnishing necessary information and resources to properly set up Customer’s Portal. The “Portal” is a unique customer website for managing all contact center campaigns, including file upload, campaign management, Agent monitoring, reporting, compliance features, and a variety of self-service tools. Portals are customizable by Customer;

D)   Test LiveVox products and features to ensure proper functioning; and 

E)   Promptly advise LiveVox of any lawsuits against Customer arising out of communications made using the Hosted Services. 

4.4  Manual Dialing Functionality: Customer will not request or demand that LiveVox equip a manually-initiated dialing system (i.e., one requiring human intervention to launch a telephone call or text) with auto-dialing functionality.

4.5  Call Detail Records: Customer understands that LiveVox will provide call detail records to Customer on an ongoing basis. Any request by Customer for archived call detail records that Customer has not otherwise saved and that are still in LiveVox's possession or control is subject to professional services fees.

4.6  Content, Timing, and Manner of Communications: Customer is solely responsible for the content, timing, and manner of any communication using the Hosted Services, as well as obtaining any required consent to contact its customers. Customer alone selects the intended recipient of any call or communication using the Hosted Services. For purposes of the Telephone Consumer Protection Act (“TCPA”), LiveVox does not “make” or “initiate” any communications using the Hosted Services; rather, any such communications are made at Customer’s direction.

4.7 Fraudulent Calls: Customer is responsible for ensuring that the communications it makes on the Hosted Services are not fraudulent, i.e., involving deceit or misrepresentation. Customer is not excused from paying LiveVox for any fees in connection with fraudulent calls. If LiveVox discovers fraudulent calls being made (or reasonably believes fraudulent calls are being made), LiveVox reserves the right to take any action that is reasonably necessary to prevent any further fraudulent calls from taking place, though is not under any obligation to do so.

4.8  Traceback Requests: Traceback requests are requests typically originating with a law enforcement or a regulatory body. The purpose of a traceback request is to identify the originator of a suspicious call through various telecommunications networks. Customer will provide reasonable cooperation in any traceback requests initiated by any applicable law enforcement or regulatory authority. 

4.9   Version Upgrades: Customer understands that LiveVox performs regular upgrades of the Hosted Services, resulting in newer and different versions. LiveVox currently supports the current version and the immediately preceding version (“Supported Versions”). Customer is required to operate on one of the Supported Versions and upgrade to newer versions, as necessary. LiveVox will provide Customer a 30-day notification if Customer is at risk of operating on an unsupported version.  There is no additional fee for upgrading to a newer version.

4.10  Security of Cardholder Data: To the extent that Customer sends cardholder data to LiveVox, LiveVox is responsible for the security of cardholder data it possesses or may otherwise store, process, or transmit on behalf of Customer.

4.11  Maintenance of Equipment: Customer is responsible for maintaining any equipment and ancillary services needed to access the Hosted Services, including hardware, servers, software, operating systems, networking, web servers and the like. Customer is also responsible for maintaining industry standard security controls for accessing the Hosted Services.

4.12  Critical Uses: Customer acknowledges that the Hosted Services are not designed, intended, authorized, or warranted for use for or hosting of life-supporting uses where the failure or potential failure of the Hosted Services may cause injury, harm, death, or other grave problems posing a threat to life or safety (“Critical Uses”). Customer acknowledges that any Critical Use is solely at Customer’s own risk.

4.13  Implementations Completed by LiveVox: Following successful implementation of a particular product or feature, Customer is responsible for testing it before using it in production, as well as for 1) any configurations or 2) subsequent changes made by Customer to the product or feature. Customer is further responsible for familiarizing itself with the product or feature’s attributes and limitations, and for using it as designed and intended, as reflected in this Agreement, written materials provided to Customer, Customer’s user interface, and written materials accessible to Customer via Customer's Portal (collectively “Documentation”). 

5.  Fees & Payment

5.1  Fees: Customer is obligated to pay all fees specified in any Service Order(s) or SOW(s) signed by both Parties. Except as may otherwise be indicated in this Agreement, all fees are non-refundable, are valid through the term stated in an SOW and subject to change thereafter, to take effect at the beginning of a new term (i.e., the price is subject to change at the start of a new term).

5.2  Invoicing & Payment: Unless otherwise stated in a Service Order or SOW, the following payment conditions apply: 

A)   Fees are invoiced in arrears after the end of each calendar month.

B)   Fees are due net ten (10) days from the invoice date.

C)  LiveVox is obligated to deliver each monthly invoice to Customer within five (5) business days of the end of the calendar month.

D)  Email Invoice Contact for Customer is defined in the Service Order.

E)  For Customers with a Total Monthly Minimum of less than Ten Thousand Dollars ($10,000), automatic monthly payment by credit card is required. In this regard, Customer will cooperate with LiveVox in furnishing credit card information and enabling automated payment processing before any use of the Hosted Services begins.

F)  All payments made under this Agreement will be in United States Dollars.

G)  LiveVox has the right to offset any unpaid amounts due to LiveVox under this Agreement against any amounts LiveVox owes to Customer.

5.3  Billing and Contact Information: Customer will maintain complete and accurate billing and contact information on the Hosted Services at all times. If Customer in good faith disputes any invoiced amount, it must submit to LiveVox within thirty (30) days of the invoice date the written documentation identifying the disputed invoiced amounts and the reasons for the dispute, otherwise Customer waives the right to dispute the invoice. LiveVox and Customer will then meet and confer regarding the disputed invoiced amounts and upon mutual agreement regarding the dispute, LiveVox may issue a credit against future invoices.

5.4  Overdue Payments: Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at LiveVox's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date payment was due until the date paid. Customer agrees to pay all costs of collection, including attorneys’ fees and costs, including disbursements. In response to any overdue payments by Customer, LiveVox may require the payment of a deposit, the provision of a bank or other guarantee, Customer authorization for ACH, or other reasonable assurance of payment (“Payment Assurances”). LiveVox may, at its sole discretion, apply any deposit to cover past due amounts when applicable, and require that Customer pay additional monies to replenish the deposit. Failure by Customer to replenish the deposit or satisfy any additional Payment Assurances will be deemed a breach of Customer’s payment obligation under this Agreement.

5.5  Suspension of the Hosted Services: If Customer's account is fifteen (15) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, LiveVox reserves the right to, and may at its sole discretion, upon five (5) days’ written notice, suspend the Hosted Services provided to Customer and terminate Customer’s license for the Hosted Services, without any liability owed to Customer. Suspension of the Hosted Services does not relieve Customer of any outstanding obligations under this Agreement.

5.6  Taxes: Customer is responsible for paying all sales and use taxes. Customer is not responsible for any taxes based on LiveVox’s income. Unless otherwise stated, LiveVox’s fees do not include any local, state, federal or foreign taxes, levies, or duties of any nature.  The following conditions also apply with respect to taxes:

A)  Locations:  Customer is obligated to advise and update LiveVox regarding the location(s) from which Customer uses or has used the Hosted Services. 

B)   Allocation if Multiple Locations: If Customer uses the Hosted Services from multiple locations, LiveVox will compute applicable sales or use taxes based on an allocation provided by Customer.  If Customer has not provided allocation information, LiveVox will compute sales or use taxes based on a reasonable allocation supported by available information.

C)  If No Location Information Provided: If Customer fails to provide LiveVox with any location information, LiveVox will compute any applicable sales or use tax based on Customer’s billing address, which will be considered as the "service site" for the purpose of computing taxes.

D)  Timely Remittance:  LiveVox is obligated to timely remit to the appropriate taxing authority(ies) all sales or use taxes paid to LiveVox by Customer. 

E)  Tax Exemption Certificate: Customer may, at its option, provide LiveVox with a valid tax exemption certificate authorized by an appropriate taxing authority, in which case LiveVox will not bill Customer for any taxes; instead, Customer will directly remit any applicable taxes to the appropriate taxing authority(ies).

5.7  Foreign Tax Withholding: If Customer is a resident of a foreign country that requires Customer to withhold foreign taxes at the source, Customer is obligated to provide written notice of the withholding obligation. If a tax treaty between the United States and the foreign Customer’s country of residence provides an exemption from, or a reduced rate of, withholding for certain items of income LiveVox will notify Customer of its status to claim the benefits of the treaty. Customer may only withhold foreign taxes (if required) according to LiveVox's benefits under the treaty. To the extent LiveVox does not have an exemption from withholding, Customer must provide to LiveVox documentation of taxes withheld within 90 days of remitting to the foreign taxing jurisdiction. If documentation of withholding is not timely received Customer will be responsible for the full amount of the invoice.

5.8  Call Center Locations: In order to assess any applicable tax, LiveVox needs to understand where Customer will access the Hosted Services. In this regard, Customer will promptly inform LiveVox as to the location(s) where it accesses the Hosted Services and will promptly update LiveVox of any changes to access location(s). 

6. Proprietary Rights

6.1  Reservation of Rights: The Hosted Services, including any subsequent improvements and modifications, are covered by intellectual property rights owned by LiveVox. There is no transfer of any intellectual property under this Agreement or any Service Order(s) or SOW(s) unless the Parties explicitly agree otherwise in writing. 

6.2  Customer Data: Customer determines which Customer Data to send to the Hosted Services in order to enable its communication campaigns. All Customer Data is owned exclusively by Customer. Customer Data is considered Confidential Information subject to the terms of this Agreement. LiveVox may access Customer's accounts, including Customer Data, solely to respond to service or technical problems or at Customer's request. 

7. Confidentiality

7.1   Definition of Confidential Information: As used in this Agreement, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms of this Agreement (including pricing and other terms reflected in all Service Orders, Exhibits and SOWs), information pertaining to the Disclosing Party’s financial condition, Customer Data, the Hosted Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Customer Data) will not include any information that:

A)   Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; 

B)   Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; 

C)   Was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or 

D)    Is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2   Confidentiality: The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Customer may disclose certain Confidential Information to one of its own customers or auditors so long as it is necessary to fulfill the terms of the Agreement, and the customer or auditor is bound by a confidentiality agreement at least as restrictive as the confidentiality terms in this Agreement. Customer nevertheless remains responsible for any breach of confidentiality as a result of such a disclosure.

7.3  Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7.4  Remedies: If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Agreement, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

7.5  Record Keeping: Upon written request, and excluding call detail records, call recordings, and other data as may be stated in any Service Order or SOW, a Party will return to the other Party or destroy, at the receiving Party’s election, all Confidential Information and all copies of that information, including physical copies and copies embedded in computer files, extracts from computer files and analyses or other materials based upon that information, in a way that prevents the records and files from being practicably read or reconstructed. Neither Party will be required to search archived electronic back-up files of its computer systems for Confidential Information in order to purge Confidential Information from its archived files; provided, however, that each Party must maintain its confidentiality under this Agreement as if it were still in effect, and will not use the retained Confidential Information for any other purpose. Notwithstanding the return or destruction of the Confidential Information, the Parties will continue to be bound by the obligations of confidentiality and other obligations under this Agreement. 

8.  Disclaimers

8.1  Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LIVEVOX MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

9.   Mutual Indemnification

9.1  Indemnification by LiveVox:

A)    Indemnification Claims: LiveVox will defend, indemnify, and hold Customer, including its agents, officers, directors, and representatives harmless against any loss or damage (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party 

1.   Alleging that the use of the Hosted Services as contemplated under this Agreement infringes the intellectual property rights of a third party;

2.   Arising from or in connection with LiveVox’s alleged violation of applicable law, subject to Customer’s compliance obligations set forth in this Agreement; 

3.  Resulting from a violation by LiveVox of any of the terms of this Agreement; or 

4.  Alleging that LiveVox failed to pay taxes for which it is responsible under this Agreement or otherwise. 

B) Indemnification Conditions: LiveVox’s indemnification obligations are contingent on the following conditions: 

1. Customer has used the Hosted Services as intended;

2.  Customer gives prompt written notice of the Claim to LiveVox; 

3.  Customer gives LiveVox sole control of the defense and settlement of the Claim (provided that LiveVox may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and 

4.   Customer provides to LiveVox, at LiveVox's cost, all reasonable assistance.

9.2  Indemnification by Customer:

A)   Indemnification Claims. Customer will defend, indemnify, and hold LiveVox, including its agents, officers, directors, and representatives, harmless against any loss or damage (including reasonable attorneys' fees) incurred in connection with Claims made or brought against LiveVox by a third party 

1.  Alleging that Customer Data infringes the intellectual property rights of, or has otherwise harmed, a third party or

2.  Arising from or in connection with Customers’ alleged violation of applicable law;

3.  Resulting from a violation by Customer of any of the terms of this Agreement; or

4.  Alleging that Customer failed to pay taxes for which it is responsible under this Agreement or otherwise. 

B)  Indemnification Conditions: Customer’s indemnification obligations are contingent on the following conditions:

1.    LiveVox gives prompt written notice of the Claim to Customer;

2.    LiveVox gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases LiveVox of all liability); and 

3.    LiveVox provides to Customer, at Customer's cost, all reasonable assistance.

10.  Limitation of Liability

10.1  EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES: IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.2  LIMITATION OF LIABILITY: IN NO EVENT WILL EITHER PARTY'S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE AMOUNT PAID OR DUE BY CUSTOMER TO LIVEVOX IN CONNECTION WITH THE SERVICE(S) GIVING RISE TO SUCH DAMAGES OVER THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE TIME AT WHICH THE EVENT RESULTING IN LIABILITY OCCURS.

11.  Term & Termination

11.1  Term of Agreement: This Agreement commences on the Effective Date and continues in full force and effect until terminated by either Party under the termination rights in this Agreement or until there are no valid Service Orders or SOWs outstanding. 

11.2  Term of Service Order(s) or SOW(s): The subscription term commences on the “Subscription Term Start Date” set forth in the relevant Service Order(s) and continues through the “Subscription Term End Date” set forth in the same document.  The Subscription Term automatically renews for successive like terms (each a “Renewal Term”), unless terminated by either Party effective at the end of the then-existing term upon thirty (30) days prior written notice (i.e., a termination must not take effect before the end of a term, unless otherwise authorized in the Agreement). The Agreement remains in effect through the duration of the Subscription Term, any Renewal Terms, and for the duration of any outstanding SOWs.. 

11.3  Termination for Cause: Either Party may terminate the Agreement without penalty before the end of a term in the case of any material breach that remains uncured after a thirty (30) day cure period, or in the case of the other Party’s insolvency, dissolution, filing of bankruptcy, or cessation of business operations, or as otherwise authorized in the Agreement.

11.4  Early Termination Fees: If Customer renounces or terminates this Agreement, a Service Order, or an SOW—other than as authorized in the Agreement—before the end of a term, Customer is immediately responsible to LiveVox for all applicable minimum monthly fees as set forth in the Service Order or SOW(s) through the end of the then applicable term. Additionally, under any termination scenario, Customer remains obligated to pay any charges incurred prior to such termination.

11.5  Outstanding Fees: Termination does not relieve Customer of the obligation to pay any fees accrued or payable to LiveVox prior to the effective date of termination.

11.6   Surviving Provisions: The representations, warranties, agreements, and indemnifications of the Parties in this Agreement and all other terms of the Parties that, by their nature, are designed and intended to survive termination of this Agreement will survive any termination of this Agreement.

12.  General Provisions

12.1     Service Order: A Service Order will be used to process the purchase of the Hosted Services and will contain key terms such as pricing, minimum fees, term, product descriptions, and other considerations specific to the Hosted Service being purchased under the applicable Service Order(s). Each Service Order incorporates the terms of this Agreement and will be attached to and incorporated into this Agreement.

12.2     Statements of Work: A Statement of Work (“SOW”) will be used to define any custom project. Each SOW incorporates the terms of this Agreement and will be attached to and incorporated into this Agreement.

12.3     Relationship of the Parties: This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

12.4      No Benefit to Others: The representations, warranties, covenants, and agreements contained in this Agreement are for the sole benefit of the Parties and their respective successors and permitted assigns, and they are not to be construed as conferring any rights on any other persons.

12.5      Marketing: LiveVox may reference Customer’s name in presentations and collateral.

12.6      Notices: Notices to LiveVox will be provided via email to Legal@LiveVox.com. All notices to Customer will be provided via email to the relevant contact(s) designated in Customer’s account. 

12.7      Waiver and Cumulative Remedies: No failure or delay by either Party in exercising any right under this Agreement constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 

12.8     Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement remain in effect.

12.9     Assignment: Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of the other Party. However, either Party may assign this Agreement together with all rights and obligations, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its capital stock or assets not involving a direct competitor of the other Party. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section is void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

12.10  Non-Solicitation: Neither Party will directly or indirectly solicit the employment of the other Party’s employees and officers or induce the other Party’s employees and officers to leave such employment. The foregoing does not prohibit either Party from soliciting employment through newspaper advertisements or Internet postings so long as such means are not targeted specifically at the other Party’s employees. Each Party’s obligations under this section continue for a period of one (1) year following termination or expiration of this Agreement. If this provision is adjudicated to be invalid or unenforceable, the provision will be amended to reduce the time period or otherwise amended as is necessary to cause such provision to be valid and enforceable, and such amendment will apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made.

12.11 Governing Law: This Agreement is governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of Delaware, without regard to its conflicts of laws provisions.

12.12  Interpretation: Unless the context requires otherwise, the term “including” means “including but not limited to.”

12.13  Entire Agreement: This Agreement, including any Service Orders, SOWs, exhibits and addenda, constitute the entire agreement between the Parties as to its subject matter. It supersedes any prior written or oral agreements or communications between the Parties. It may not be modified except in a writing signed by the Parties. In the event of any conflict between the provisions in this Master Services Agreement and any Service Order, SOW, exhibit, amendment, or addendum, the terms of the Service Order, SOW, exhibit, amendment, or addendum prevail.

12.14  Counterparts; Facsimile: This Agreement may be signed in counterparts, which taken together form one legal instrument. Further, the Agreement may be signed electronically or by facsimile signature, it being agreed that the electronic or facsimile signature of any Party is deemed an original for all purposes.

12.15  Headings: Headings are for convenience only and do not affect the interpretation of this Agreement.

12.16   Schedules: Any exhibits, schedules, service orders, and statements of work that may be attached to this Agreement are incorporated herein.