Master Services Agreement for Voice and Data Services

This Master Services Agreement (“Agreement”) is entered by Momentum Telecom, Inc. (“Momentum,” “we,” “our” or “us”) and the customer signing below (“Customer,” “you,” or “your”), and, together with any Service Order(s) executed with Momentum, governs Momentum's business communications services and any related products (the “Service”), including any Equipment provided in conjunction with the Service. If there is any conflict between an executed Service Order and this Agreement, the Service Order controls.

We may revise this Agreement, our Acceptable Use Policy, our Privacy Policy, and other policies from time to time, and will provide notice of revisions by posting them to our website or by email. By continuing to use the Service after revisions take effect, you accept and agree to those revisions.

BY ACTIVATING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THIS AGREEMENT.

1. Emergency services – 911 dialing

THERE ARE CIRCUMSTANCES UNDER WHICH YOUR 911 SERVICE MAY BE UNAVAILABLE OR LIMITED COMPARED TO TRADITIONAL TELEPHONE SERVICE. YOU ARE STRONGLY ADVISED TO FAMILIARIZE YOURSELF WITH THIS SECTION AND TO INFORM ANY EMPLOYEES, GUESTS, OR OTHER THIRD PERSONS AT YOUR LOCATION OF THESE DIFFERENCES. IF YOU ARE NOT COMFORTABLE WITH THESE LIMITATIONS, YOU SHOULD CONSIDER AN ALTERNATE MEANS OF ACCESSING 911 OR E911 SERVICES.

1.1 911 Dialing

Customers have access to basic 911 or Enhanced 911 (E911), depending on location. With E911, your telephone number and registered address are sent to the local emergency center when you dial 911. With basic 911, the operator will not automatically have your callback number or exact location, so you must be prepared to provide it. You authorize us to disclose your name and address to third parties involved in providing 911 Dialing.

1.2 Location of service

Service is provided at a specific permanent physical address and is not a nomadic offering. You must notify Momentum before moving to a new address; using the Service without notifying us may prevent emergency personnel from locating you.

1.3 Confirmation of activation required

911 Dialing is not available at a Location until Service is activated there. You should not rely on 911 Dialing without first confirming activation.

1.4 Non-native telephone number

If you use a telephone number from a different exchange than the one in which you use the Service, emergency authorities may be unable to determine your calling location.

1.5 Service outages

Outages due to power failure, internet or broadband disruption, account disconnection, ISP port blocking, or any other cause will prevent all Service, including 911 Dialing, from functioning. We will use reasonable efforts to notify you of an outage as promptly as possible.

1.6 Network facilities / congestion

You may not be able to place or receive calls, including 911 calls, during network congestion, equipment failure, other technical problems, or maintenance.

1.7 Use outside the United States

Momentum's 911 Dialing feature may not provide access to emergency services outside the United States.

1.8 MLTS 911 call notification

For multi-line telephone systems, you may designate an email address to receive a simultaneous notification when a 911 call is made, containing call date and time, dialed digits, and available user and group information. Any address information in the Group Profile does not necessarily identify the 911 caller's location and should not be relied upon as such. It is your obligation to provide, correctly enter, and maintain a working notification email address.

1.9 Disclaimer of liability for 911 Dialing

We do not control whether or how 911 Dialing calls are answered by any emergency response center and disclaim responsibility for their conduct. Our maximum liability with respect to 911 Dialing is subject to the limitations in Section 5, unless caused by our gross negligence or willful misconduct.

2. Service

2.1 Term and termination

The Term commences on the Effective Date and continues so long as any Service Order is in effect. Service Orders automatically renew for successive one-month Renewal Terms unless terminated. Either party may terminate at the end of the Initial Term (60 days' notice) or a Renewal Term (30 days' notice), or for uncured material breach (30 days' notice), subject to applicable Termination Fees.

2.2 Fair use

You agree to use the Service for normal voice or fax calls and not to employ auto-dialers, continuous call session connectivity, fax broadcasting, mass calling, or similar abusive use.

2.3 Prohibited uses

You agree to abide by Momentum's Acceptable Use Policy and shall not use the Service in any unlawful, threatening, abusive, harassing, defamatory, or fraudulent manner.

2.4 Copyright, trademark, and license

The Service, Equipment, and related software are protected by intellectual property law and remain our exclusive property. You receive a nonexclusive, nontransferable license to use the Service and any firmware solely for your business use.

2.5 Alteration of service or equipment

You shall not copy, adapt, hack, or attempt to disrupt the Service or Equipment, or circumvent any associated security mechanism.

2.6 Theft of service

You must notify us within 72 hours of becoming aware of any theft, fraudulent, or unauthorized use of the Service.

2.7 Service exclusions

The Service does not support collect calls, third-party billing calls, calling cards, or 900 calls, and may not support 311, 511, or other x11 dialing in all service areas.

2.8 Incompatibility with security systems

The Service may not be compatible with alarm monitoring or security systems; you are responsible for testing compatibility.

2.9 Non-circumvention

During the Term, you shall not contract directly with Momentum's underlying carrier for the referenced Service without our written consent.

3. Equipment

You shall not access the Service through unauthorized medium or Equipment, and may not share, move, modify, or reroute the Equipment without our prior written consent. You are responsible for shipping charges on Equipment purchases and rentals, and are deemed to accept delivered items after five days unless you notify us otherwise. All Equipment sales are final except for equipment received visibly damaged. At end of contract, your options for rented Equipment are to renew, purchase at fair market value, or return it in Good Working Order within the notice periods specified in the Agreement.

4. Charges, payments, taxes, disconnection

4.1 Billing

Billing for Service commences upon activation at a Location; for circuits, billing typically begins on the Firm Order Commitment Date. Charges, surcharges, fees, and taxes are billed monthly in advance, with usage-based charges billed in arrears.

4.2 Payment and collection

Invoices are due within 30 days of the invoice date. Late payments may incur a fee of the lesser of 1.5% per month or the highest rate allowed by law. We may terminate Service for non-payment after 10 days' notice if charges remain unpaid 15 days past due.

4.3 Billing disputes

You must notify us in writing within 30 days of an invoice to dispute any charge, or you waive the right to contest it.

4.4 Disconnection

We may suspend or discontinue Service with 60 days' advance notice if commercially impracticable to continue. Disconnection for cause obligates you to pay liquidated damages as described in the Agreement.

4.5 Taxes

You are responsible for all applicable taxes, surcharges, and fees arising from your use of the Service, based on your service address.

4.6 Directory / operator assistance calls

We charge $1.00 per directory assistance (411) call and $3.00 per operator assistance (0 dialing) call.

5. Limitation of liability; indemnification; warranties

WITHOUT LIMITING SECTION 1.9, IN NO EVENT WILL WE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR EQUIPMENT. OUR MAXIMUM LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNTS PAID TO US BY YOU DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

You shall defend, indemnify, and hold Momentum harmless from claims relating to the Service arising from your breach of this Agreement, your negligence or willful misconduct, or injury or property damage caused by you. Momentum warrants that it has the right to enter this Agreement, that the Service will not infringe third-party intellectual property, and that the Service will be performed in a professional and workmanlike manner. Other than this limited warranty, the Service and Equipment are provided without any other express or implied warranties.

6. Miscellaneous

6.1 Entire agreement

The Service Order, this Agreement, and incorporated documents constitute the entire agreement between you and Momentum, superseding prior statements or understandings.

6.2 Severability

If any part of this Agreement is invalid or unenforceable, the remainder remains valid and enforceable.

6.3 Privacy

This Agreement is subject to Momentum's Privacy Policy. We engage in industry best practices but cannot guarantee the privacy of data transmitted over the public Internet and third-party networks.

6.4 Subcontractors

We may delegate performance of our obligations to third parties while remaining responsible to you for their performance.

6.5 Letter of authorization

You appoint us as your authorized agent for administering telephone numbers serviced under this Agreement, solely to facilitate delivery of the Service.

6.6 Customer consent to use of Customer information

We will protect the confidentiality of your Customer Proprietary Network Information (CPNI) as defined under the U.S. Telecommunications Act of 1996, and you consent to our use of CPNI for marketing purposes unless you withdraw consent in writing.

6.7 Confidentiality

Any separate Non-Disclosure Agreement between the parties is incorporated by reference; this Agreement controls in the event of conflict.

6.8 Governing law / venue

This Agreement is governed by the laws of the State of Georgia, with exclusive jurisdiction in the state and federal courts of Fulton County, Georgia.

6.9 Attorney's fees

The prevailing party in any civil action related to this Agreement shall recover reasonable attorney's fees and litigation expenses from the losing party.

6.10 Export controls

You agree to comply with all applicable U.S. export control laws and regulations, including restrictions on sanctioned or embargoed countries.

6.11 Customer representations

You represent that you are of legal age and authority to enter this Agreement and that your account information is true and correct.

6.12 Force majeure

We are excused from delay or failure in performance caused by events beyond our reasonable control, including acts of God, pandemic, war, or supplier delays.

6.13 No third-party beneficiaries

This Agreement creates no rights for any person or entity not a party to it.

6.14 Assignment

Neither party may assign this Agreement without the other's consent, except that we may assign it to a wholly-owned subsidiary or successor entity without your consent.

6.15 Execution

This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.

6.16 Survival

Obligations that by their nature continue beyond termination, including payment, confidentiality, indemnity, and limitation of liability, survive termination of this Agreement.

Notice for California customers

Momentum's voice services are designed for flexibility and mobility. In California, we offer nomadic voice services, which are not tied to a fixed physical address. Fixed voice services are not currently offered to California residents.