DP Access, LLC.

* MASTER SERVICE AGREEMENT *

The Master Services Agreement, together with any Amendments and Schedules (“Agreement”) A, B, C, D, is made by and between DP Access, LLC., (“DP Access”), on behalf of itself and its affiliates and successors and the Customer.  Agreement is binding upon execution by Customer and service and account activation by DP Access. The fees, charges, discounts, and credits set forth herein shall commence on the first month that DP Access can audit, pay and invoice customer’s Local, Mobile and/or telephone/technology carrier invoices. Acceptance of Agreement by DP Access is subject to Customer meeting DP Access’s standard credit requirements, which may be based on commercially available credit reviews, to which Customer hereby consents.

1. TERM. The “Initial Term” shall begin on the Effective Date (the date the agreement is signed by DP Access) and end upon the completion of agreement period.   DP Access may also terminate the agreement for cause such as customer’s non-payment to DP Access for monthly charges invoiced.

2. FEE CHANGES. If DP Access makes any fee changes which affect Customer in a material and adverse manner or increases the cost of its services by more than 5% per annual period, other than changes to Governmental Charges referenced below, Customer, as its sole remedy, may discontinue the affected Service without liability by providing DP Access with written notice of discontinuance within sixty (60) days of such change. Customer shall pay all charges incurred up to the time of Service discontinuance. DP Access may avoid Service discontinuance if, within sixty (60) days of receipt of Customer’s written notice, it agrees to amend this Agreement to eliminate the applicability of the material and adverse change.

3. FEES AND CHARGES. Customer agrees to pay the fees, pass through invoice charges and charges set forth in the Attachment(s) of the MSA Agreement. Fees are subject to change upon thirty (30) days written notice.

4. TAXES. All charges are exclusive of applicable taxes, tax-like charges and surcharges, (as those terms are defined in the Guide located at http://www.dpaccess.com/terms/), which Customer agrees to pay. However, if applicable, DP Access will exempt Customer in accordance with law, effective on the date DP Access receives a valid exemption certificate for Customer.

5. PAYMENT. Specific to CBaaS Service: When DP Access pays Customer carrier service invoices on behalf of its customers; DP Access will provide Customer access to all invoices electronically. Customer agrees to pay DP Access for all Services within five (5) days of DP Access’s email (with confirmed receipt) to Customer’s email address (as set forth above) notifying Customer that its invoice is available for review electronically. Payment must be made by Credit Card or ACH transfer. A percentage pass through fee will be added for Credit Card payments.  Amounts not paid on or before five (5) days from receipt of invoice shall be considered past due, and, if not paid within (15) days of notice thereof from DP Access, Customer agrees to pay a late payment charge equal to one and one-half percent (1.5%) per month, compounded, as applied against the past due amounts. Customer must give DP Access written notice of a dispute with respect to DP Access charges or application of Taxes within six (6) months of the date of an invoice, or such invoice shall be deemed to be correct and binding on Customer. Customer shall be liable for the payment of all fees and expenses, including attorney’s fees, reasonably incurred by DP Access in collecting, or attempting to collect, any charges owed hereunder. In the case of customer emergency, should DP Access not receive payment, within 30 days of invoice, DP Access will use security deposit (if collected) to pay outstanding invoices. However, once DP Access pays invoices using the customer’s security deposit and does not receive replacement security deposit, it will stop paying future invoices and the customer will be subject to local phone (or carrier) discontinuance of service which may result in disruption or termination of service. DP Access is in no way responsible or liable for damages caused by disruption or termination of service for any reason but will make every effort to work with phone companies to restore service provided the DP Access invoice and security deposit are paid in full and current. DP Access will electronically store invoices for two years.

6. DEPOSIT REQUIREMENT. DP Access may require an upfront security deposit of one month estimated charges determined from the invoices DP Access receives or a Letter of Credit in the same amount. Additional deposit money may be required should Customer add additional invoices or order new service causing an increase in existing total monthly charges. Customer agrees to send additional deposit monies as determined and requested by DP Access. Customer agrees to allow DP Access to hold the security deposit in either a Money Market fund or Investment Grade Securities held by a SIPC insured company. Any interest earned will belong to DP Access. Deposits will be refunded 60 days after cancellation of service and invoice address changes have completed.

7. TERMINATION FOR CAUSE. Either party may terminate this Agreement for Cause. As to payment of invoices, “Cause” shall mean the Customer’s failure to pay any invoice within thirty (30) calendar days after the date of the invoice. For all other matters, “Cause” shall mean a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching party, and the breach has not been cured within ten (10) days after delivery of such notice.

8. TERMINATION BY DP ACCESS. In the event Customer fails to pay an invoice within thirty (30) days of invoice date, DP Access may issue a notice of default, and may discontinue service and/or terminate this Agreement in the event Customer has not fully paid all undisputed amounts within fifteen (15) days of the default notice. In addition, DP Access may discontinue service and/or terminate this Agreement immediately upon notice to Customer (a) if Customer fails, after DP Access’s request, to provide an increase in security deposit; or (b) if Customer provides false information to DP Access regarding the Customer’s identity, creditworthiness, or its planned use of the Services. DP Access may discontinue service immediately, without notice, if interruption of service is necessary to prevent or protect against fraud or otherwise protect DP Access’s personnel, facilities or services. Such termination does not relive Customer of its annual service fees contained in Section 3 or obligation to compensate DP Access for services rendered.

9. EARLY TERMINATION FEE. In the event Customer terminates this Agreement prior to the conclusion of the Agreement Term, DP Access will calculate the number of months remaining in the Term multiplied by the monthly fees charged at the time of termination. The resulting amount will be invoiced to Customer on the final invoice as Early Termination Fee and is due within thirty calendar days from final invoice date. A deactivation fees will apply as set forth in attached Schedule(s). Such amount represents liquidated damages, and not a penalty, and is based on Customer’s commitment to pay the monthly fees for the entire Term of this Agreement and DP Access’s agreement to the fees set forth in the attached Schedule(s).

10. CONFIDENTIAL INFORMATION. Commencing on the date Customer executes this Agreement and continuing for a period of three (3) years from the termination of this Agreement, each party shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing party or otherwise discovered by the receiving party during the Term of this Agreement, including, but not limited to, the pricing and terms of this Agreement, and any information relating to the disclosing party’s technology, business affairs, and marketing or sales plans (collectively the “Confidential Information”). The parties shall use Confidential Information only for the purpose of this Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, or court or governmental order.

11. DISCLAIMER OF WARRANTIES. Except as specifically set forth in this agreement, DP Access makes no warranties, express or implied, as to any DP Access services, related products, equipment, software or documentation. DP Access specifically disclaims any and all implied warranties; including without limitation any implied warranties or merchantability, fitness for a particular purpose, or title or non-infringement of third party rights.

12. DISCLAIMER OF CERTAIN DAMAGES. Neither party shall be liable to the other for any indirect, consequential, exemplary, special, incidental or punitive damages, including without limitation loss of use or lost business, revenue, profits, or goodwill, arising in connection with this Agreement, under any theory of tort, contract, indemnity, warranty, strict liability or negligence, even if the party knew or should have known of the possibility of such damages.

13. LIMITATION OF LIABILITY. The total liability of DP Access to customer in connection with this Agreement, for any and all causes or actions and claims, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts, shall be limited to the lesser of: (a) direct damages proven by Customer; or (b) the fee amount paid by customer to DP Access under this Agreement for the one (1) month period prior to accrual of the most recent cause of action. Nothing in this section shall limit DP Access’s liability: (a) in tort for its willful or intentional misconduct; or (b) for bodily injury or death proximately caused by DP Access’s negligence; or (c) loss or damage to real property or tangible personal property proximately caused by DP Access’s negligence. DP Access will make every effort to prevent local and carrier phone company abuses but is not responsible or liable for actions outside its control such as “slamming” (the practice of unauthorized long distance carrier changes) or changes made by Customer that cause “Local Telephone Company Casual Billing” where customer is billed high per minute rates as a result of any number of conditions including any and all fraudulent activity related to DB Access third party billing services or vendor pass through billing. DP Access will, once identified, correct any issues that arise under any circumstance but is not liable for these conditions. DP Access will make recommendations and assist customer, local and carrier phone companies in implementing those recommendations to the best of its ability but it is not responsible or liable for any damages as a result of the implementation of recommendations or ongoing auditing process.14. ASSIGNMENT. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that DP Access may assign this Agreement to an affiliate without the Customer’s written consent. Neither party shall unreasonably withhold or delay its consent to assignment of this Agreement by the other party.15. SERVICE MARKS, TRADEMARKS AND PUBLICITY. Neither DP Access nor Customer shall: (a) use any service mark or trademark of the other party; or (b) refer to the other party in connection with any advertising, promotion, press release or publication unless it obtains the other party’s prior written approval.16. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Connecticut without regard to its choice of law principles.17. NOTICE. All notices (including Customer’s notice of disconnect), requests, or other communications (excluding invoices) hereunder shall be in writing and either transmitted via overnight courier, confirmed receipt electronic mail, hand delivery or certified or registered mail, postage prepaid and return receipt requested to the parties at the following addresses. Notices will be deemed to have been given when received. The cancellation of Service will be effective sixty (60) days after DP Access receives written notice of cancellation.

DP Access, LLC.
10130 Northlake Blvd, Ste 214-328, West Palm Beach, FL 33412
Telephone: 203-748-2100
Facsimile: 203-702-5009

18. ENTIRE AGREEMENT. This Agreement (and any Amendments, and Schedules or other documents incorporated herein by reference) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all other representations, understandings or agreements that are not expressed herein, whether oral or written. Except as otherwise set forth herein, no amendment to this Agreement shall be valid unless in writing and signed by both parties.

Services and Rates: Pricing for Services along with promotions are outlined in Schedules. Other related charges, fees and terms are detailed on DP Access Terms & Service Guide at http://www.dpaccess.com/terms/.