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MASTER SERVICE TERMS

THESE MASTER SERVICE TERMS CONSTITUTE A BINDING AGREEMENT (REFERRED TO HEREIN AS THE “AGREEMENT”) BETWEEN PERFECTSOFT.AI, CORPORATION. (REFERRED TO HEREIN AS “PERFECTSOFT.AI”) AND YOU, ITS CUSTOMER (REFERRED TO HEREIN AS THE “CUSTOMER”).

PERFECTSOFT.AI IS IN THE BUSINESS OF PROVIDING LONG DISTANCE AND INTERNET CONNECTIVITY SERVICES (“TELECOM SERVICES”) AND RELATED PERIPHERAL PRODUCTS (COLLECTIVELY THE “PRODUCTS”), AS WELL AS A CORE HOSTING PROGRAM, ADDITIONAL OPTIONAL MODULES, ONLINE AND PAPER DOCUMENTATION (THE “SYSTEM”), AS WELL AS LONG DISTANCE AND INTERNET CONNECTIVITY SERVICES PROVIDED IN CONNECTION WITH THE PRODUCTS (“HSA TELECOM SERVICES”) (THE “TELECOM SERVICES” AND “HSA TELECOM SERVICES” SHALL BE REFERRED TO COLLECTIVELY AS “SERVICES”); AND CUSTOMER DESIRES TO PURCHASE PERFECTSOFT.AI SERVICES UNDER THE TERMS SET FORTH HEREIN.

FROM TIME TO TIME, PERFECTSOFT.AI MAY UPDATE OR AMEND THESE MASTER SERVICE TERMS. PRIOR TO SUCH CHANGES TO THESE MASTER SERVICE TERMS, PERFECTSOFT.AI WILL PROVIDE WRITTEN NOTICE TO CUSTOMER.

1. PerfectSoft.AI’s Responsibilities

  • PerfectSoft.AI agrees to provide to Customer Telecom Services pursuant to the terms set forth in this Agreement and an applicable service order pertaining to the provision of the Products, Telecom Services, and/or HSA Telecom Services (each, together with all addenda thereto, a “Service Order”) any and all of which are hereby incorporated into this Agreement.

2. Customer's Responsibilities

In furtherance of this Agreement, and as conditions precedent to PerfectSoft.AI’s obligations hereunder, Customer shall:

  • (a) Be responsible for all third-party charges, materials, equipment, and labor necessary to connect Customer's network (including to the delivered local loops).
  • (b) Pay the invoiced amount as set forth in any applicable Service Order for Services or Products in accordance with the terms of this Agreement and any applicable Supplemental Agreements, Service Orders, Exhibits, or Addenda attached hereto or otherwise executed by the Parties;
  • (c) Customer shall not permit or suffer the use of PerfectSoft.AI’s System, services, Products, or facilities for any use or purpose in violation of any law, rule or regulation, including, without limitation, the unauthorized, illegal, or fraudulent use PerfectSoft.AI’s Telecom Services. Customer shall terminate any unauthorized, illegal, or fraudulent use and related user access immediately upon learning of it. Customer shall also immediately notify PerfectSoft.AI of any actual or attempted unauthorized, illegal, or fraudulent use of, or access to, the Telecom Services. At its sole discretion, PerfectSoft.AI may, but is under no obligation to, suspend any Telecom Service at any time if it reasonably believes such Telecom Service is being misused. Customer hereby confirms that is aware of and will comply with all federal and state laws and regulations relating to telemarketing, bill collection, commercial SMS communications, and automated dialing, including, but not limited to, the Telephone Consumer Protection Act, The Telephone Robocall Abuse Criminal Enforcement and Deterrence (TRACED) Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Truth in Caller ID Act of 2009, and the Fair Debt Collection Practices Act (as amended and along with any related regulations and court decisions interpreting such laws and regulations). PerfectSoft.AI’s suspension of Telecom Services or failure to suspend Telecom Services that fail to so comply shall to no extent relieve Customer of any of its legal obligations or of any of its obligations under this Agreement, or diminish any of PerfectSoft.AI’s rights. Notwithstanding the foregoing, in its sole discretion, PerfectSoft.AI reserves the absolute right to suspend or block Telecom Services to the extent necessary to prevent its unlawful use or to ensure the safety and security of the System. PerfectSoft.AI shall have no liability of any kind to Customer for any such suspension or blocking of Telecom Services.
  • (d) Obtain, at its own expense, any governmental or regulatory consents or certifications with respect to the utilization of PerfectSoft.AI’s services, network, or Systems as contemplated by this Agreement and any applicable Service Order, and further to provide evidence of same to PerfectSoft.AI upon demand;
  • (e) Provide PerfectSoft.AI with not less than thirty (30) days’ notice of any projected increase in traffic greater than twenty-five percent (25%).
  • (f) Afford PerfectSoft.AI access to all of PerfectSoft.AI’s equipment over which Customer has control. Customer shall be liable for any damages caused to such equipment through Customer’s negligence or otherwise and shall promptly remit payment for such damages upon PerfectSoft.AI’s request. Upon termination or expiration of this agreement, PerfectSoft.AI shall have the right, but not the obligation, to require Customer to return all such equipment to PerfectSoft.AI or to relinquish ownership of the equipment to Customer.

3. Grant of License; Services

  • PerfectSoft.AI hereby grants to Customer a non-exclusive, revocable license to use the System subject to the pricing and other terms and conditions set forth herein, in the Agreement, and in any applicable Service Order. Further, PerfectSoft.AI agrees to provide, as part of the System, HSA Telecom Services as specified in the applicable Service Order.

4. Limitations to Grant of License; Confidentiality; Restrictions

  • (a) Ownership Rights. PerfectSoft.AI retains exclusive ownership and all right, title, and interest in and to the Products. Any actions taken by Customer to protect its rights to its own products, including without limitation copyright or trademark filings, will not supersede or change the Agreement or any of PerfectSoft.AI's proprietary rights to the Products.
  • (b) Confidentiality. Except as expressly permitted by these Master Service Terms, the Customer shall not: i) grant sublicenses to, sell, assign, give or otherwise transfer the Products or its rights thereto, in whole or in part; ii) modify, disassemble, decompile, reverse engineer, or otherwise re-create the Products, in whole or in part; iii) copy or otherwise reproduce the Products, in whole or in part; iv) disclose, divulge, or otherwise make available the System or Products, in whole or in part, to any independent contractor, competitor of Customer or of PerfectSoft.AI, or any other person except Customer's officers, directors, and employees; or v) disclose the payment terms agreed to by PerfectSoft.AI and Customer under these Master Service Terms, the Agreement, its exhibits, and any Service Order, except to Customer’s officers, directors, employees, accountants, or other authorized agents. Customer shall take all steps reasonably necessary to protect the confidentiality of the Products and to ensure that its officers, directors, and employees adhere to the provisions of these Master Service Terms and any Service Order, including, without limitation, i) requiring all such persons to sign a confidentiality agreement upon PerfectSoft.AI’s request; and ii) treating the Products with the same degree of care that Customer treats its own confidential information.
  • (c) Survival. All of the provisions of this Section 4 will survive the termination of any Service Order and any other agreement between PerfectSoft.AI and Customer.

5. Training, Support, and Service

  • At no additional cost to Customer, with respect to the System, PerfectSoft.AI will i) provide telephone support; and ii) provide patches and correct any identified "bugs" as reasonably practicable. While PerfectSoft.AI may attempt to help Customer solve other problems, PerfectSoft.AI has no obligation to address problems arising from Customer's hardware or other software, compatibility problems between the System and Customer's hardware and other software, or problems unique to Customer, which other System users do not experience.

6. Customer Provided Technology

  • Customer shall provide equipment, software, and technology of the quality and character necessary or required to operate in conjunction with the Products provided by PerfectSoft.AI, as may be determined by PerfectSoft.AI from time to time.

7. Copyright Indemnification

  • PerfectSoft.AI warrants that the Products and their components are either original to PerfectSoft.AI or duly licensed from third parties, and that the use of the Products does not violate or infringe upon any patent, copyright, trade secret, or other property rights of any other person. PerfectSoft.AI agrees to indemnify, defend, and hold Customer harmless from every expense, damage, or loss (including reasonable costs and attorney’s fees) arising out of any claim that the Products or any part thereof constitute an infringement or other violation of any patent, copyright, trade secret, or other proprietary right of any other party. PerfectSoft.AI will pay any costs, damages, or attorney fees finally awarded against Customer in such action which are attributable to such claim, provided PerfectSoft.AI is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information, and authority. In the event that the Products become, or in PerfectSoft.AI’s opinion are likely to become, the subject of a claim of infringement of a United States patent, copyright, or trade secret, PerfectSoft.AI may at its option either secure Customer’s right to continue using the Products, or replace or modify the Products to make them non-infringing. PerfectSoft.AI shall have no liability for any claim of patent, copyright, or trade secret infringement based on the use of the Products in any form other than the original, unmodified, uncustomized form provided to Customer or the use of the Products with hardware, software, or data not supplied by PerfectSoft.AI where the Products alone in their original, unmodified, uncustomized form would not constitute an infringement. The foregoing states PerfectSoft.AI’s entire liability for infringement claims or claims of infringement of patents, copyrights, or other proprietary rights.

8. Limitation of Facilities

  • PerfectSoft.AI reserves the right to limit the facilities it assigns to terminate traffic for Customer. PerfectSoft.AI will use reasonable efforts to provide Customer with advance notice of any limitation of the facilities it assigns to Customer.

9. Pricing

  • The pricing for Services or Products is set forth in any applicable Service Order agreed upon and executed by the Parties. Any Service Orders, as applicable, are hereby incorporated herein and shall be subject to the terms and conditions of this Agreement. PerfectSoft.AI reserves the right to charge additional fees for unusual or unexpected travel and related expenses incurred by its personnel in providing Products or Services for Customer and with Customer’s advance approval.

10. Payment

  • (a) Customer agrees to pay to PerfectSoft.AI, based on the agreed payment terms outlined in the service order, charges for Services and Products rendered by PerfectSoft.AI to Customer. Customer is fully responsible for all applicable usage, recurring and non-recurring charges, plus any applicable taxes and fees, including but not limited to all sales or use taxes, and for all property taxes and other taxes applicable to Customer’s use of the Services and Products.
    For prepaid Customer’s PerfectSoft.AI shall debit the deposit as minutes are used based on the Per Minute Rates outlined in Service Order. If credit balance reaches predefined threshold, the Customer’s account may automatically be suspended until further payment is received. Invoice date to customer will be outlined in the Service Order. Customer is responsible for any outstanding balance, which may include but is not limited to, service fees, late fees, and any collection costs incurred by PerfectSoft.AI to recover said balance.
    As a condition of Customer's obligations under this Agreement, in order to ensure the prompt payment of sums due, Customer agrees to pay all invoiced charges as outlined in the Service Order. If payment of charges is not received by Due Date, the delinquent balance will bear interest accumulating at the rate of 1.5% per week, or the maximum amount allowed by the law, whichever is less. Nothing herein shall be construed as constituting a waiver of PerfectSoft.AI’s right to declare a default by Customer under this Agreement or to exercise its rights and remedies under applicable law. All charges will be billed in U.S. Dollars. PerfectSoft.AI reserves the right to charge a fee for any late payment or check returned for insufficient funds.
  • (b) Customer shall be responsible for payment for all services provided by PerfectSoft.AI in accordance with the prices and fees set forth in the applicable Service Order, which shall be incorporated into this Agreement. In the event of any dispute, Customer shall promptly pay all amounts not in dispute.

11. Billing

  • (a) PerfectSoft.AI shall provide an invoice once per month for the Services or Products provided hereunder in accordance with the then-current rates set forth in an applicable Service Order, as soon as practicable after the end of each month, or otherwise as soon as practicable after receipt of any applicable Service Order from Customer detailing Services or Products ordered from PerfectSoft.AI.
  • (b) Billing Disputes
    Customer will be responsible for full payment of all charges as reflected on any PerfectSoft.AI invoice on or before the Due Date. Billing disputes do not constitute grounds for delay in payment. Any request for a billing adjustment must be made in good faith and in writing on or before the Due Date, or such dispute is waived by Customer. Any such request shall include detailed documentation to establish the basis for any adjustment. PerfectSoft.AI and Customer will promptly address and attempt to resolve any dispute within one billing cycle. Any amounts that are determined to be in error, or any credits to which PerfectSoft.AI agrees, will be credited against invoices following such determination. Such request for adjustment shall not be cause for delay in payment of the balance due.

12. Credit

  • (a) Customer’s acceptance of this Agreement constitutes Customer’s acceptance of PerfectSoft.AI’s initial and continuing credit approval procedures and policies. PerfectSoft.AI reserves the right to withhold initiation or full implementation of Services and Products described in any service schedule(s) or service order pending PerfectSoft.AI’s initial satisfactory credit review and approval thereof, which may be conditioned upon terms specified by PerfectSoft.AI, including, but not limited to a fixed credit limit and/or security for payments due hereunder in the form of an irrevocable letter of credit, cash deposit, or other means. Customer agrees to provide to PerfectSoft.AI, upon ten (10) days’ prior written notice, financial statements and/or other financial documents as PerfectSoft.AI may reasonably request. PerfectSoft.AI reserves the right to modify its requirements, if any, with respect to any security or other assurance provided by Customer for payments due hereunder in light of any increase in Customer’s usage or for any other reason which PerfectSoft.AI, in its sole discretion, believes affects Customer’s credit worthiness. A credit application will be provided upon approval.
  • (b) If at any time there is a material adverse change in Customer’s creditworthiness, then in addition to any other remedies available to PerfectSoft.AI, PerfectSoft.AI may elect, at its sole discretion, to exercise one or more of the following remedies: (i) cause the Service or Product commencement date described in any previously executed Service schedule or Service Order to be withheld; (ii) cease providing Services or Products and/or terminate this Agreement or any related Service Order; or (iii) condition provision of Services or Products on Customer’s assurance of payment within three (3) days of either a cash deposit, irrevocable letter of credit satisfactory to PerfectSoft.AI or other means to establish reasonable assurance of payment, each and all in PerfectSoft.AI’s sole discretion.
  • (c) An adverse material change in Customer’s creditworthiness shall include, but not be limited to: (i) Customer’s default of its obligations to PerfectSoft.AI under this or any other agreement with PerfectSoft.AI; (ii) failure of Customer to make full payment of all charges due hereunder or under any other agreement with PerfectSoft.AI on or before the Due Date; (iii) acquisition of Customer (whether in whole or by majority or controlling interest) by an entity which is insolvent, which is subject to bankruptcy or insolvency proceedings, which owes past due amounts to PerfectSoft.AI or to any entity affiliated with PerfectSoft.AI or which, in PerfectSoft.AI’s sole discretion, is a materially greater credit risk than Customer; (iv) Customer’s being subject to or having filed for bankruptcy or insolvency proceedings or the legal insolvency of Customer; or, (v) increase in Customer’s actual usage compared to any projected usage upon which any security requirements were previously based.

13. Default

  • In the event either Party shall fail to perform any of its material obligations hereunder, the other Party shall provide written notice thereof. The defaulting Party shall have thirty (30) days from receipt of such notice to remedy the breach or default. If such failure is not remedied within such period, the non-defaulting Party shall have the right to terminate this Agreement by giving written notice thereof to the defaulting Party. This Section shall not apply to any termination or cancellation of Services under Section 12.

14. Termination/Suspension

  • (a) PerfectSoft.AI may terminate this Agreement with Customer or any Service Order of Customer’s, and/or suspend or reduce any Services or Products provided to Customer under this Agreement, without liability to PerfectSoft.AI under the following conditions:
    1. On sixty (60) days’ prior written notice to Customer for any breach of the Agreement, except (a) failure by Customer to pay in a timely manner any charges for services rendered (see Section 13(b)(ii).; (b) a failure by Customer to provide security as provided above (see Section 12); and/or, (c) in the event that PerfectSoft.AI deems such action necessary or desirable due to Customer’s use of the Services or Products for any unlawful purposes or in an unlawful manner, in which case PerfectSoft.AI may terminate Services or Products immediately.
    2. Upon Customer’s receipt of written notice from PerfectSoft.AI of usage in excess of credit limit and/or failure to remit payment or requested security in a timely manner, Customer shall have three (3) business days in which to cure, or be subject to termination or suspension of Services or Products by PerfectSoft.AI.
    3. In no event will this subsection impair the rights of PerfectSoft.AI to pursue remedies pursuant to any other section of this Agreement.
  • (b) In the event that this Agreement or relevant Service Order is terminated by either party, Customer shall pay to PerfectSoft.AI, immediately upon receipt of an invoice, any amount owed to PerfectSoft.AI through the termination date, and in cases of early termination, Customer will also immediately pay all recurring charges and minimum commitment amounts set forth on Customer’s applicable Service Order through the end of the term thereof.
  • (c) PerfectSoft.AI reserves the right, at its sole discretion, and without notice of any kind, to suspend or remove access to the Services or Products if not doing so would create a substantial risk to PerfectSoft.AI. PerfectSoft.AI will have no liability of any kind for suspension or removal of access to the Services or Products.

15. Confidentiality; Restrictions.

  • (a) In consideration of their respective rights under this Agreement, each party acknowledges that it may provide the other with confidential and proprietary information through the course of this Agreement or otherwise, including, but not limited to: marketing strategy, costs, rates, technical data, Customer information and other information specific to the divulging party (“Confidential Information”). Both PerfectSoft.Ai and Customer agree not to divulge the Confidential Information of the other party to any entity or individual who is, or entity that is, not an employee, consultant, affiliate, or representative of either party with a valid reason to know such information or an upstream services provider of PerfectSoft.Ai with a valid reason to know such information, except as required by law or in connection with the enforcement of this Agreement or any Service Order associated herewith. Customer and PerfectSoft.Ai agree that this provision is binding during the period that Customer is buying Services or Products and for a term of two (2) years thereafter. If either party violates this provision, the other party may terminate this Agreement on sixty (60) days' written notice. Further, each party agrees that it will not discuss the specific provisions and terms of this Agreement with any entity or individual, except those listed above and each party's professional advisors with a need to know of this Agreement, unless required to do so by law or for the purposes of the Agreement’s enforcement. Notwithstanding the foregoing, either party may disclose Confidential Information and/or the provisions and terms of this Agreement if required to do so by legal compulsion, operation of law, or if necessary, in any proceeding to establish or enforce rights or obligations under this Agreement. Further, Customer may disclose the existence of this Agreement with PerfectSoft.Ai and the general nature of the business relationship.
  • (b) The parties also agree and stipulate that the potential damage from a breach of this provision would result in irreparable injury and that monetary damages would be difficult or impossible to calculate and would not provide full relief to the aggrieved party. Therefore, both parties agree that the aggrieved party may apply to a court of competent jurisdiction in the State of Wyoming, City of Cheyenne, for injunctive relief, including the issuance of mandatory permanent injunction.
  • (c) Use of Trademarks; Publicity.
    Neither party shall reproduce, reference, distribute or utilize any registered or common law trade name, trademark, or service mark of the other, nor issue a press release or otherwise publicize the content of this Agreement or the details of the parties’ relationship, without the express written consent of the other.
  • (d) Mutual Restrictive Covenant.
    PerfectSoft.Ai and Customer agree that during the term of this Agreement and for a period of one (1) year after the date of termination of this Agreement, both parties will neither solicit for employment any, nor work nor accept such solicitation of any, of the agents, employees or salespersons of the other party.
  • (e) Restrictions on Use of the Products and Services. If and when applicable, Customer agrees that it is prohibited from and shall not in any way record, retain, or store the card security information from any payment card (including, without limitation, any card security code (CSC), card verification data (CVD), card verification number (CVN), card verification value (CVV or CVV2), card verification value code (CVVC), card verification code (CVC or CVC2), verification code (V-code or V code), card code verification (CCV) or signature panel code (SPC). Customer expressly acknowledges and agrees that, in accordance with the indemnification obligations set forth in Section 27 below, it shall indemnify and hold harmless PerfectSoft.Ai, its stockholders, officers, directors, employees and agents from any and all loss, cost, damage, expense or liability, including, without limitation, court costs and reasonable attorneys’ fees from any and all liability arising from Customer’s failure to adhere to the restrictions set forth in this section.
  • (f) Survival. All of the provisions of this Section 14 will survive the termination of this Agreement.

16. No Warranties

  • PerfectSoft.Ai agrees that it shall use its best efforts to provide Services and Products that are of a quality consistent with common carrier industry and other applicable industry standards. Except as provided in an applicable Supplemental Agreement or Service Order, PerfectSoft.Ai makes no warranty of any kind, express or implied, including but not limited to, without limitation, i) the implied warranties of merchantability, description, or fitness for a particular purpose or function; ii) any warranty that the Services or Products, or Customer’s use thereof complies with any Local, State, or Federal law; and iii) any warranty that the Services or Products are compatible with any of Customer’s hardware or software; iv) Customer expressly agrees that use of the Services or Products are at Customer’s own risk. PerfectSoft.Ai does not warrant that the use of the Services or Products will be uninterrupted or that all communications will be delivered, nor does PerfectSoft.Ai make any warranty as to any results that may be obtained by use of the Services or Products; v) Customer is fully responsible for its compliance with various Do-Not-Call and telemarketing regulations, such as the FTC’s Telemarketing Sales Rule. In many cases, compliance with these regulations includes, but is not limited to, the purchase and management of Do-Not-Call lists, maintaining calling history, and the reporting of call statistics. PerfectSoft.Ai cannot be held responsible if Customer should violate any of those regulations; and vi) PerfectSoft.Ai will have available, barring any unforeseen issues that are out of PerfectSoft.AI’s control, to maintain the data and historical calling information for 15 days and it is the sole responsibility of Customer to acquire and maintain this calling history away from the Products or Services. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.

17. Security, Privacy and Consent

  • (a) Security. Customer is responsible for all authorized or unauthorized access and all charges associated with authorized or unauthorized use, including but not limited to all liability associated with the fraudulent use of the Services or Products by Customer or Customer’s customers. Customer takes full responsibility for any illegal and unauthorized users that have obtained access to Services or Products. If Customer’s authorized or unauthorized users that have gained access to the Services or Products violate this Agreement, then the suspension or removal of access to the Services or Products will be implemented and the Customer will be liable for all fees, charges, and damages of any kind related to the use of the Services or Products.
  • (b) Privacy. PerfectSoft.Ai will utilize Customer’s information for billing and payment issues, to inform Customer of access changes, events, or enhancements pertaining to the Services or Products. PerfectSoft.Ai will not provide any information to outside entities without Customer consent except in the following circumstances: i) PerfectSoft.Ai will not utilize any leads, recordings, or information within the Services or Products, except what is required to assist the Customer in support or diagnostics of a reported issue and; ii) no information will be divulged to outside parties except in cooperation with lawful Local, State, Federal, or Civil proceedings.
  • (c) Consent. Customer is fully responsible for all consent requirements from Local, State, or Federal agencies and laws. This includes but is not limited to the FTC’s Telemarketing Sales Rule, Federal and State Do Not Call Lists, Faxing laws, Cell phone laws and all applicable regulations associated with the use of the Services or Products. Customer agrees to hold harmless and defend PerfectSoft.Ai in any case that is brought about due to the negligent use of the Services or Products.

18. Force Majeure

  • The parties’ obligations (except for Customer's obligations to pay for Services and Products) under this Agreement and any Service Order are subject to, and neither party shall be liable for, delays, failures to perform, damages, losses, destruction or malfunction of any equipment or any consequence thereof caused or occasioned by, or due to, fire, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, cable or fiber cuts, or any other cause beyond the party's reasonable control.

19. No Waiver

  • The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition. Neither any delay on the part of any of the parties hereto in exercising its rights under this Agreement or any Service Order, nor any failure of any of the parties to insist on strict compliance with any provision hereof, shall be deemed to be a waiver of such rights or provisions or of any other rights or provisions hereof, and the waiver by any party of a breach by any other party shall not operate or be construed as a waiver of any other or subsequent breach.

20. Binding Effect

  • This Agreement and each Service Order shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Neither party shall voluntarily or by operation of law assign, license, or otherwise transfer all or any part of its right or obligations in this Agreement (collectively, "Assignment"), without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, PerfectSoft.Ai may assign this Agreement and any Service Order without prior notice or approval if such assignment relates to the purchase of all or substantially all of the stock or assets of PerfectSoft.Ai. Any attempt to make an Assignment in violation of this provision shall be void. Customer and PerfectSoft.Ai shall each provide written notice

21. Amendment

  • Neither this Agreement nor any Service Order may be modified except by a written instrument executed by both parties.

22. Merger

  • This Agreement (including each associated Service Order, any exhibits, and any subsequent addenda) supersedes and integrates all previous contracts, agreements, understandings, statements, representations, warranties, and inducements to enter into this Agreement relied upon by either party, whether written or oral. This Agreement, along with any additional Supplemental Agreements, exhibits, or Service Orders, represents the complete and entire agreement concerning the subject matter hereof.

23. Interpretation

  • The terms and phrases used shall carry the meanings generally understood within the contact center and telecommunications industries. This Agreement and each Service Order will be interpreted according to its fair meaning and not for or against either party based on who drafted the document.

24. Regulations

  • This Agreement and each Service Order are subject to all current and future valid rules, regulations, or orders from any court or regulatory authority with jurisdiction over the subject matter and to the laws of the United States of America and its states or any relevant foreign governmental agency. If any provision of this Agreement is found to be in conflict with such an order, rule, regulation, or law, this Agreement shall be deemed modified as necessary to comply while maintaining its form, intent, and purpose. If PerfectSoft.Ai provides specific telephone numbers for Customer’s use, Customer acknowledges that PerfectSoft.AI’s ability to provide these numbers is subject to the Local Number Portability rules set by the Federal Communications Commission and the number porting procedures of the underlying telecommunications carrier. PerfectSoft.Ai does not and expressly does not guarantee the continued availability of any telephone number provided throughout the term of this Agreement, any Service Order, or beyond.

25. Representation of Authority

  • Each party represents and warrants to the other that the execution and delivery of this Agreement and each Service Order, as well as the performance of their obligations, have been duly authorized, and that this Agreement and Service Orders are valid and legally binding on that party.

26. Agency

  • Neither party is authorized to act as an agent or legal representative of the other party, nor shall either represent itself as such without prior written consent from the other party. No license, partnership, or joint venture, either express or implied, is granted by PerfectSoft.Ai under this Agreement.

27. Limit of Liability

  • (A) AS A MATERIAL INDUCEMENT FOR PERFECTSOFT.AI TO PROVIDE SERVICES AND PRODUCTS UNDER THE AGREED PRICES, CUSTOMER AGREES THAT PERFECTSOFT.AI SHALL NOT BE LIABLE FOR ANY LOSS, EXPENSE, OR DAMAGE FOR LOSS OF REVENUE, PROFITS, SAVINGS, BUSINESS, OR GOODWILL, OR EXEMPLARY, PROXIMATE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES AND EXPENSES OF ANY TYPE OR NATURE, ARISING FROM ANY BREACH OR DEFAULT BY PERFECTSOFT.AI OR FROM THE USE OF THE SERVICES OR PRODUCTS. PERFECTSOFT.AI SHALL NOT BE LIABLE TO CUSTOMER OR CUSTOMER’S CLIENTS FOR ANY ACT OR OMISSION OF ANY OTHER ENTITY PROVIDING SERVICES OR PRODUCTS REQUIRED BY CUSTOMER TO USE THE SERVICES OR PRODUCTS, OR FOR ANY DAMAGE OR LOSS CAUSED BY CUSTOMER’S FAULT OR NEGLIGENCE, OR BY THE FAILURE OF SERVICES OR PRODUCTS PROVIDED BY CUSTOMER.
    NOTWITHSTANDING THE FOREGOING, PERFECTSOFT.AI’S LIABILITY TO CUSTOMER SHALL IN NO EVENT EXCEED THE LESSER OF (i) THE AMOUNT PAID BY CUSTOMER TO PERFECTSOFT.AI FOR SERVICES OR PRODUCTS DURING THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (ii) FIVE THOUSAND DOLLARS ($5,000.00).
  • (B) PERFECTSOFT.AI SHALL NOT BE RESPONSIBLE FOR THE INSTALLATION, OPERATION, OR MAINTENANCE OF ANY EQUIPMENT OR SOFTWARE PROVIDED BY CUSTOMER, AND PERFECTSOFT.AI WILL NOT BE LIABLE FOR THE TRANSMISSION OR RECEPTION OF SIGNALS BY EQUIPMENT FURNISHED BY CUSTOMER.
  • (C) CUSTOMER AGREES THAT PERFECTSOFT.AI SHALL NOT BE LIABLE FOR ANY LOSS, EXPENSE, OR DAMAGE ARISING FROM OR RELATED TO CUSTOMER’S TEMPORARY OR PERMANENT LOSS OF USE OR ACCESS TO ANY SPECIFIC TELEPHONE NUMBER DUE TO CHANGES IN SERVICE PROVIDERS, IN ACCORDANCE WITH NUMBER PORTABILITY RULES OR OTHERWISE.

28. Indemnity

  • Customer agrees to indemnify and hold harmless PerfectSoft.Ai, its shareholders, officers, directors, employees, and agents from any and all loss, cost, damage, expense, or liability, including, without limitation, court costs and reasonable attorney's fees, arising out of or related to the provision of Services or Products, including any claims that Customer has violated any local, state, or federal law, or any claims presented through civil lawsuits. Additionally, Customer shall indemnify and hold harmless PerfectSoft.Ai, its shareholders, officers, directors, employees, and agents from any and all loss, cost, damage, expense, or liability, including, without limitation, court costs and reasonable attorney's fees, arising out of any claim of patent, trademark, service mark, or copyright infringement or misappropriation of trade secrets resulting from Customer’s acts, omissions, or representations, including Customer’s modification of any hardware, software, equipment, or other product or service provided by PerfectSoft.Ai or the use of any of these in conjunction with other hardware, software, equipment, product, or service. PerfectSoft.Ai retains the right, but not the obligation, to obtain private counsel at its own expense for matters related to Customer’s indemnification responsibilities.

29. Choice of Law and Jurisdiction

  • This Agreement and each Service Order are governed by the laws of the State of Wyoming, excluding its conflict of law provisions. Any legal action arising out of or related to this Agreement must be initiated and maintained in the State of Wyoming and the City of Cheyenne. Customer consents to the jurisdiction of courts in Wyoming and waives any objections to such jurisdiction in any action arising from this Agreement or any Service Order. In any legal action arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs from the other party.

30. Counterparts

  • Written versions of or attachments to this Agreement, including any Exhibits, Supplemental Agreements, Service Orders, and Addenda, may be executed in multiple counterparts, including by facsimile, each of which will be considered an original, and all of which, when combined, will be deemed to constitute one and the same agreement.

31. Severability; Reformation

  • A determination by any court, governmental body, or otherwise that any provision of this Agreement or any Exhibit, Supplemental Agreement, Service Order, attachment, Addendum, or amendment is invalid or unenforceable in any instance shall not affect the validity or enforceability of (a) any other provision, or (b) such provision in any circumstance not controlled by such determination. Each such provision shall remain valid and enforceable to the fullest extent allowed by applicable law and shall be construed as consistent with applicable law wherever possible. If any provisions of this Agreement exceed the limitations permitted by applicable law, those provisions shall be reformed to the maximum extent permitted by law, and shall be construed as if such reformation were included herein.

32. Injunctive Relief

  • Customer agrees that in the event of any breach or threatened breach of this Agreement or any Service Order, PerfectSoft.Ai may suffer irreparable harm, and monetary damages would be inadequate. Customer therefore consents to injunctive relief in addition to any other remedies available at law or equity and waives any defense that monetary damages are sufficient.

33. Forecasting

  • Customer shall provide PerfectSoft.Ai with timely and accurate traffic forecasting information each month to enable PerfectSoft.Ai to provision the Services. This includes regular forecasts in a mutually approved format, detailing the number of minutes expected to be terminated in various countries or cities, to facilitate optimal network arrangements by PerfectSoft.Ai.

34. Entire Agreement

  • This Agreement, together with Customer’s signed Service Order and any subsequent signed Supplemental Agreements, Exhibits, addenda, or attachments, constitutes the entire agreement between Customer and PerfectSoft.Ai regarding the subject matter hereof. There are no other representations, promises, or agreements made or relied upon except as explicitly set forth in this Agreement.
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