IMPACT MSA VoIP UCaaS Services Addendum

VOIP / UCaaS SERVICES ADDENDUM

This VoIP / UCaaS Services Addendum (“Addendum”) supplements the IMPACT Master Services Agreement (“MSA”) entered into by and between IMPACT Technology Group, Inc. (“IMPACT”) and Client. Capitalized terms not defined herein shall have the meanings set forth in the MSA.

This Addendum applies only to the extent Voice over IP (“VoIP”), hosted telephony, Unified Communications as a Service (“UCaaS”), or similar telephony services are expressly described in, and provided pursuant to, an executed Order. In the absence of an executed Order for such services, this Addendum shall have no force or effect.

In the event of any conflict between this Addendum and the MSA, this Addendum shall govern solely with respect to VoIP / UCaaS Services, in accordance with the order of precedence set forth in MSA Section 2.5.

1. SCOPE OF VOIP SERVICES

VoIP Services may include provisioning, configuration, administration, monitoring, and support of telephony services, including white-labeled or third-party platforms such as CoreTello, carriers, SIP providers, and related vendors. IMPACT does not own or operate carrier infrastructure.

2. EMERGENCY SERVICES DISCLAIMER

Client acknowledges that VoIP Services may not support Enhanced 911 (“E911”) or similar emergency services in all circumstances. Client is solely responsible for ensuring compliance with applicable emergency calling regulations and maintaining accurate location information.

3. SERVICE DEPENDENCIES AND LIMITATIONS

VoIP Services depend on Client’s internet connectivity, power, and third-party carrier services. IMPACT does not guarantee uptime, call quality, latency, or availability and shall not be responsible for failures caused by factors outside IMPACT’s control.

4. CLIENT RESPONSIBILITIES

Client is responsible for network readiness, device deployment, user provisioning requests, internal wiring, power, and security. Unauthorized changes may impair service and void support obligations.

5. REGULATORY AND RECORDING COMPLIANCE

Client is solely responsible for compliance with telecommunications, privacy, and call recording laws, including consent requirements. IMPACT does not provide legal advice regarding regulatory compliance.

6. THIRD-PARTY PROVIDERS

VoIP Services rely on third-party carriers, SIP providers, and other Third-Party Providers, including without limitation white-labeled platforms such as CoreTello. The current list of Third-Party Providers, together with links to their applicable terms, is published at https://impacttg.com/legal/third-party-providers and incorporated by reference. The general Third-Party Provider provisions set forth in MSA Section 11 apply in full to VoIP Services. IMPACT does not control and is not responsible for the acts or omissions of Third-Party Providers, including without limitation outages, performance issues, pricing changes, service discontinuation, or regulatory changes affecting carriers.

7. LIMITATION OF LIABILITY

VoIP Services are subject to the limitation of liability provisions of MSA Section 15, including the Default Cap, Super-Cap, and uncapped categories set forth in MSA Section 15.2.

8. VoIP-SPECIFIC PROJECT TRIGGERS

8.1 Conditions That Trigger Project Work

In addition to the Project examples and authorization mechanics set forth in MSA Section 9, the following conditions shall trigger Project work pursuant to MSA Section 9 and a separate SOW or Order:

  • VoIP system implementation, cutover, and initial deployment;

  • number porting Projects (porting in or porting out);

  • migration from one VoIP platform to another;

  • significant changes to call flow design, IVR programming, or routing logic;

  • integration with new applications, CRM systems, or business systems;

  • hardware deployment, replacement, or relocation beyond routine MAC work;

  • emergency calling configuration changes affecting E911 location data;

  • significant changes to user count, site count, or geographic footprint;

  • work necessitated by carrier changes, vendor end-of-life, or platform discontinuation;

  • SIP trunk provisioning beyond standard subscription allocation.

8.2 No Implied Project Authorization

The conditions set forth in Section 8.1 identify when Project work may be required; they do not constitute authorization to perform Project work. Project work shall be authorized only pursuant to MSA Section 9.2.

8.3 Coordination with MSA

The Project triggers set forth in this Section 8 are additive to, and do not replace, the Projects framework set forth in MSA Section 9. All Project authorization, scope control, billing, and termination provisions of MSA Section 9 apply to Projects performed under this Addendum.

9. VoIP-SPECIFIC LIABILITY ALLOCATIONS

9.1 Additional No-Liability Categories

In addition to the no-liability categories set forth in MSA Section 15.9 and any other applicable Addendum, and subject to the uncapped liability carve-outs set forth in MSA Section 15.2(c), IMPACT shall have no liability for claims, damages, or losses arising from or related to:

  • failures of E911 or emergency calling services, including failures arising from Client's failure to maintain accurate location information;

  • call quality issues, latency, jitter, dropped calls, or audio defects attributable to Client's internet connection, network, equipment, or environment;

  • carrier outages, carrier service degradation, or carrier discontinuation of service;

  • number porting delays, denials, or failures attributable to losing carriers, registrar processes, or jurisdictional requirements;

  • failures arising from Client's failure to maintain network readiness, internal cabling, power, or device configurations required for VoIP operation;

  • call recording compliance failures by Client, including violations of consent laws, two-party-consent jurisdictions, or workplace recording requirements;

  • regulatory compliance failures by Client related to telecommunications, privacy, or call recording;

  • business interruption, lost revenue, or damages caused by VoIP outages or service disruptions;

  • third-party application integrations, including CRM integrations, that fail or perform unexpectedly;

  • SMS, fax, or other ancillary communications services where availability or performance is dependent on Third-Party Providers.

9.2 Coordination with MSA

The no-liability categories set forth in this Section 9 are additive to, and do not replace, the limitation of liability provisions set forth in MSA Section 15. The Default Cap, Super-Cap, and uncapped categories set forth in MSA Section 15.2 apply to all claims subject to this Addendum.

10. VoIP-SPECIFIC INDEMNIFICATION TRIGGERS

10.1 Additive Client Indemnification Obligations

In addition to the indemnification obligations set forth in MSA Section 16, and in addition to any indemnification obligations under any other Addendum, Client shall defend, indemnify, and hold harmless the IMPACT Indemnitees from and against any and all claims, demands, causes of action, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Client's use, configuration, or deployment of VoIP Services;

  • failures of emergency calling or E911 services arising from Client's failure to maintain accurate location or registration information, or from Client's network, power, or device conditions;

  • call recording, monitoring, or interception by Client or Client's users in violation of consent, wiretap, two-party-consent, or other applicable laws;

  • Client's regulatory non-compliance related to telecommunications, privacy, or call recording;

  • Client's submission of, or failure to submit, valid number porting authorizations, and disputes with losing or gaining carriers, registrars, or jurisdictional authorities;

  • Client's failure to maintain network readiness, internal cabling, power, bandwidth, or device configurations required for VoIP operation;

  • third-party application or CRM integrations directed, configured, or authorized by Client;

  • toll fraud, unauthorized usage, or fraudulent traffic originating from Client's accounts, devices, credentials, or environment;

  • claims by Client's users, employees, customers, or other third parties arising from Client's use or configuration of VoIP Services.

This indemnification obligation shall apply regardless of whether such claims arise from alleged negligence, except to the extent caused by IMPACT's gross negligence or willful misconduct.

10.2 Coordination with MSA

The indemnification obligations set forth in this Section 10 are additive to, and do not replace, the indemnification obligations set forth in MSA Section 16 and any other applicable Addendum. The procedural requirements, indemnity allocations, subrogation provisions, insurance coordination, and limitation-of-liability coordination set forth in MSA Sections 15 and 16 apply to the indemnification obligations set forth in this Addendum.

11. TERMINATION AND PORTABILITY

11.1 Termination Generally

Termination of VoIP Services is governed by MSA Section 4. The provisions of this Section 11 supplement, and do not replace, MSA Section 4.

11.2 Number Portability

  • Upon termination or expiration of an Order for VoIP Services, IMPACT shall reasonably cooperate with the porting of Client's telephone numbers to a successor provider, subject to Client's account being current and Client's submission of valid porting requests;

  • number portability and carrier transition timelines are controlled by losing and gaining carriers, registrars, and jurisdictional requirements and are outside IMPACT's control; IMPACT does not warrant or guarantee porting timelines or outcomes;

  • Client is responsible for any carrier-imposed porting fees, early-termination fees, or transition charges;

  • porting out does not relieve Client of fees and charges accrued through the effective date of termination.

11.3 Service Cessation and Configuration Data

  • Upon the effective date of termination, VoIP Services, including call routing, IVR, voicemail, and emergency calling configuration, will cease;

  • Client is responsible for arranging replacement voice service prior to termination to avoid service interruption, including loss of emergency (E911) calling capability;

  • configuration data and call records are subject to the data-retention provisions of MSA Section 4.9, and IMPACT is not obligated to provide such data in proprietary, normalized, or specialized export formats unless expressly purchased;

  • post-termination cooperation is subject to MSA Section 4.10 (Post-Termination Forensic Cooperation).

11.4 Suspension of VoIP Services

In addition to the suspension grounds set forth in MSA Section 4.5, Client acknowledges that suspension of VoIP Services may interrupt all inbound and outbound calling, including emergency (E911) calling, and that Client is responsible for maintaining alternative means of emergency communication during any suspension. Suspension shall not excuse Client's payment obligations.

12. SERVICE LEVEL TARGETS

Service Level Targets applicable to the Services governed by this Addendum are set forth in Schedule B Section 4, in the version in effect as of the Order Effective Date. Service Level Targets are internal operational performance objectives only. They are not service level agreements, are not guarantees, and carry no service credit, refund, fee reduction, damages, or termination right. Client's sole recourse for a missed Service Level Target is the escalation procedure set forth in Schedule B.

The targets set forth in Schedule B Section 4 are defaults and may be modified by an applicable Order. They apply only to Services expressly included in an executed Order, and only where Client maintains the network readiness, internet connectivity, internal cabling, power, and device configurations required for VoIP operation under Section 4 of this Addendum. They are subject to the emergency services disclaimer in Section 2 and the service dependencies and limitations in Section 3.

External number porting timelines are governed by losing carriers, registrar processes, and jurisdictional requirements outside IMPACT's control and are not Service Level Targets. Service level commitments offered by a Third-Party Provider, including any carrier or platform vendor, are not extended to or guaranteed by IMPACT, in accordance with MSA Section 11.4.

13. RISK ACKNOWLEDGMENTS

Schedule G sets forth a library of Risk Acknowledgments that may apply to the Services governed by this Addendum. An Acknowledgment becomes binding only when invoked and initialed in accordance with Schedule G Section 1.1 on an Order, Variance Sheet, Assignment Zones Attachment, or Risk Acknowledgment Form.

14. SURVIVAL

The provisions of this Addendum shall survive termination or expiration of the MSA to the extent necessary to enforce rights, obligations, and remedies arising during the term, including provisions relating to:

  • emergency calling and E911 disclaimers;

  • regulatory and recording compliance obligations;

  • Third-Party Provider provisions;

  • VoIP-specific limitation of liability;

  • VoIP-specific indemnification triggers;

  • VoIP-specific Project triggers;

  • number portability obligations;

  • post-termination cooperation pursuant to MSA Section 4.10.

The survival provisions set forth in MSA Section 23.11 apply to this Addendum.

15. GOVERNING TERMS

In the event of a conflict between this Addendum and the MSA, this Addendum shall govern solely with respect to VoIP / UCaaS Services, in accordance with the order of precedence set forth in MSA Section 2.5.

16. EXECUTION AND EFFECTIVENESS

This Addendum becomes effective on the Order Effective Date of the first Order referencing it and requires no separate signature page. Where this Addendum is delivered as a supplemental document with an Order executed by Client, Client's execution of that Order constitutes Client's execution of this Addendum. This Addendum binds the Parties with the same force and effect as if separately executed.

End of Addendum