SimpleFiber Master Services Agreement

The following Master Services Agreement (“Agreement” or “MSA”) is a legal agreement between you (either an individual or an entity that you are representing, hereinafter “Service Provider”) and SimpleFiber, LLC and its suppliers and licensors (collectively “SimpleFiber”) for the SimpleFiber Services (the “Service” or “Services”).

SimpleFiber and Service Provider shall each be referred to individually as a “Party” and collectively as the “Parties”.

If you are an individual entering this Agreement on behalf of an entity that you are representing, you represent and warrant that you have sufficient and appropriate authority to encumber said entity and are competent to do so.

Any of the following actions constitutes, without limitation or qualification, your approval to be bound by, and to comply with, the terms of this Agreement: (i) Your registering for Service anywhere on a SimpleFiber website and selecting “I Accept” or “I Agree” as part of the registration process; (ii) Your electronic or wet ink signature on a SimpleFiber Order Form; or (iii) Your use of the SimpleFiber Service.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL OR USE THE SIMPLEFIBER SERVICES.

The clauses below set forth the terms and conditions upon which SimpleFiber shall provide and Service Provider shall purchase the Services.

The Parties hereto agree as follows:

1.0 GENERAL

SimpleFiber is in the business of providing Services. Some of these Services rely on the Internet. Service Provider is seeking to utilize SimpleFiber’s Services for its own purposes. The Services provided by SimpleFiber to Service Provider will be governed by the terms and conditions of this Agreement and associated Schedule.

The Services provided by SimpleFiber include but are not limited to:
1. A hosted VoIP Platform for Service Providers.
2. Wholesale Voice over Internet Protocol (“VoIP”) telecommunications services.
The Parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, SimpleFiber can make no guarantee that Service Provider shall be able to access SimpleFiber’s servers at any given time. SimpleFiber shall make every good faith effort to ensure that its Service is available as widely as possible and with as little Service interruption as possible.

2.0 DESCRIPTION OF SERVICES

SimpleFiber, directly and/or through its affiliates, subsidiaries, and underlying carriers, shall provide the Services, and Service Provider shall purchase and utilize the Services per the terms and conditions of this Agreement. The Parties may, by mutual agreement, add and incorporate additional services by executing additional Schedule(s) and incorporating them herein. There must be a signed Service Schedule for each Service the Service Provider wishes to purchase.

3.0 TERM AND RENEWAL

The term of this Agreement shall commence on the date hereof and continue for a period of one (1) year (“Initial Term”). Thereafter, this Agreement shall continue until either Party provides the other with ninety (90) days’ advance written notice of termination.

4.0 EARLY TERMINATION

The Service Provider may terminate the Services after the Service Start Date but prior to the end of its Initial Term by providing thirty (30) days’ advance written notice to SimpleFiber. In such event, in addition to paying for all Charges incurred through the date Service is discontinued, the Service Provider shall pay a termination charge (as an early discontinuance of Service fee and not as a penalty) (“Discontinuance Charge”), equal to the monthly minimum charge for the service multiplied by the number of months remaining in the Initial Term but not exceeding three (3) months.

In addition to any other rights that SimpleFiber has or may have pursuant to this Agreement, SimpleFiber may discontinue the Services or terminate this Agreement or any Service Schedule without any liability for any of the following reasons: (a) Service Provider fails to pay any amount by the due date and does not correct such failure within 5 days of receiving written notice, or failure to comply with any other material term or condition that is not corrected within 30 days of receiving written notice; (b) a violation by Service Provider of any law, rule or regulation of any governing authority having jurisdiction over the Services; (c) prohibition against SimpleFiber furnishing the Services by any competent court or government authority; (d) Service Provider and/or its Service Providers and/or its subscribers uses any Service(s) in such a manner as to interfere unreasonably with the use of Service(s) by other SimpleFiber Service Providers or authorized users.

5.0 PRICING AND PAYMENT

1. For the Services provided pursuant to this Agreement, Service Provider shall pay SimpleFiber per the
pricing and provisions set forth in the attached relevant Schedule(s). Service Provider agrees to pay
any and all charges that Service Provider incurs while using SimpleFiber’s Services. SimpleFiber, in its
sole discretion, may amend the Schedule(s) from time to time and such amendments shall become
effective twenty-four (24) hours after notice to Service Provider. Unless specified explicitly by
SimpleFiber to the contrary, all prices are in U.S. dollars.
2. SimpleFiber provides prepaid Services only. Service Provider must keep a positive balance to retain
Services with SimpleFiber. Service Provider must pay all negative balances immediately.
3. Any termination of this Agreement shall not relieve Service Provider of its obligation to make payments
due hereunder including past balances.
4. Both Parties agree that all bills shall be calculated and paid based on SimpleFiber’s records.
5. Service Provider must keep a valid credit card or bank account payment info on file and SimpleFiber
reserves the right to debit payment method on file, in addition to other means provided by law and/or
equity, in order to recover any and all charges assessed.
6. The billing cycle shall be monthly. At the end of each billing cycle, SimpleFiber may issue an invoice
based on Service Provider’s Service charges.
7. Service Provider’s payments are compulsory and are not contingent upon Service Provider’s ability to
collect payments or charges from its end users, clients, subscribers, affiliates, agents, brokers or
re-sellers.
8. Should SimpleFiber amend the White Label VoIP Service Schedule in accordance with Section 5.0(a),
and such amendment includes a pricing change to an existing service, the new pricing shall become
effective as follows:
1. Twenty-four (24) hours after notice to Service Provider for Wholesale Services including
telecom and VoIP related services that are resold from an underlying carrier.
2. Ninety (90) days after notice to Service Provider for all other Platform, Labor and related
services.

6.0 TAXES AND OTHER REGULATORY ASSESSMENTS

Prices do not include any sales, use, or excise taxes – federal, state, or local. Nor any public utility or other similar taxes. All such taxes shall be paid by the Service Provider and will be added to any amounts otherwise charged to Service Provider unless Service Provider provides SimpleFiber with an exemption certificate acceptable to SimpleFiber.

7.0 WARRANTY

There is no warranty for the Service, to the extent permitted by applicable law. Except when otherwise stated in writing, SimpleFiber provides the Service “AS IS” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the Service is with the Service Provider.

SimpleFiber shall make every commercially reasonable good faith effort to ensure that its Service to Service Provider is available 24/7, as widely as possible, and with as little Service interruption as possible. SimpleFiber will make every good faith effort to, at Service Provider’s request, provide records or evidence to the cause of an unscheduled Service interruption.

8.0 LIMITATION OF LIABILITY

In no event unless required by applicable law or agreed to in writing will SimpleFiber be liable to Service Provider or any third party in any respect for any direct, indirect, special, incidental, consequential, exemplary, reliance or punitive damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the Service (including but not limited to loss of data or data being rendered inaccurate or losses sustained by Service Provider or third parties or a failure of the Service to operate), even if SimpleFiber has been advised of the possibility of such damages. SimpleFiber shall not be liable for any loss of profits, revenue, data, goodwill, business opportunities or any other damage of any kind or nature. SimpleFiber shall not be liable for any illegal or fraudulent use of the Services by any Service Provider its Clients or Subscribers, or for any amount the Service Provider is unable to collect from its Clients or Subscribers.

It is understood that the Service Provider’s Client or Subscriber is establishing a relationship with Service Provider directly and not with SimpleFiber. Service Provider’s Client or Subscriber shall have no rights or remedies against SimpleFiber.

9.0 INDEMNIFICATION

Service Provider agrees to defend, indemnify and hold SimpleFiber, its Affiliate(s) and its vendors harmless from any claims or damages relating to this Agreement.

10.0 FORCE MAJEURE

SimpleFiber shall not be deemed to be in default for any delay or failure in performance under this Agreement or interruption of Service resulting, directly or indirectly, from any cause beyond its reasonable control including without limitation labor or transportation failures, strikes, acts of riots, war, fire, acts or omissions of third parties, power outages or interruptions of other utility Service, civil disturbances, shortages of parts or material, magnetic interference, unavailability of telecommunications Service, or any other reason beyond the control of SimpleFiber.

11.0 PROTECTION AND PURPOSE

SimpleFiber and Service Provider will operate in all fairness and protection of the other’s “Confidential & Proprietary Information” presented by SimpleFiber and Service Provider.

12.0 CONFIDENTIAL AND PROPRIETARY INFORMATION

SimpleFiber and Service Provider acknowledge that during the term of this Agreement, SimpleFiber and Service Provider may not disclose certain confidential information about business, Service Providers, vendors, clients, agents, or suppliers (hereinafter referred to as “Contacts”), which may include, but is not limited to, statements regarding income, expenses or costs, financial projections, list of vendors, suppliers employees, Service Providers, potential Service Providers, product research marketing and strategic plans, trademarks, and information crucial to both SimpleFiber and Service Provider business. Both SimpleFiber and Service Provider shall protect this information to the highest degree of confidentiality unless requested by legal authorities to release specific information.

13.0 AGENCY

Neither Party shall have the authority to bind the other by contract or otherwise make any representations or guarantees on behalf of the other. Each Party acknowledges and agrees that the relationship arising from this Agreement does not constitute an agency, joint venture, partnership, employee relationship or franchise.

14.0 AMENDMENTS

Except as otherwise provided, this Agreement may only be modified by a written amendment (provided electronically or otherwise) executed by authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, including in the applicable Order, be effective. Notwithstanding the foregoing, SimpleFiber may update this Agreement or any of its Policies from time to time and will provide notice to you via email. Such updates will become effective thirty (30) days after such notice to you. In the event that any such update would be of material detriment to you and is not required by Law, you must inform SimpleFiber of your objection within ten (10) days of receiving the notice provided under this provision. If the Parties, negotiating in good faith cannot reach agreement within thirty (30) days, either Party may terminate the portion of the Services affected by the change without penalty by written notice to the other Party. Any use of the Services after the effective date will be deemed your acceptance of the change.

15.0 ASSIGNMENT AND TRANSFER

This Agreement shall bind SimpleFiber and Service Provider, their respective Affiliates and successors. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other parties, which consent shall not be unreasonably withheld, provided that SimpleFiber may assign this Agreement and its obligations hereunder to any successor to itsbusiness by merger or consolidation or to any party acquiring substantially all of the assets of the SimpleFiber’s business, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement.

16.0 GOVERNING LAW

This Agreement shall be interpreted and construed according to, and governed by, the laws of the United States, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in the state of Florida shall have jurisdiction to hear any dispute under this Agreement.

17.0 SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties hereto agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

18.0 ENTIRE AGREEMENT

This Agreement contains the full understanding of the Parties and neither Party has relied upon any oral or any other written representation. This Agreement supersedes any other oral or written agreement prior to the date hereof. Any modifications to this Agreement must be in writing and signed by both Parties.

19.0 OUT OF BUSINESS CLAUSE

Service provider agrees that if their business goes out of business or no longer to legally operate then they will turn over all existing customers on this platform to Simplefiber in which they will become the property of. Simplefiber agrees to service and maintain these customers for the duration of any outstanding agreements that are in place.