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WHEREAS, LEAP is a provider of telecommunications services; and WHEREAS, Customer desires to purchase certain telecommunications services provided by LEAP and LEAP desires to provide certain telecommunications services provided by Leap and defined by the Service Agreement to customer all as more fully described on the terms and conditions contained herein;

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NOW THEREFORE, the Parties, in consideration of the mutual covenants and agreements hereinafter set forth, agree as follows:

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1.DESCRIPTION OF SERVICES

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1.1 LEAP, either directly or through its authorized affiliates or underlying carriers, shall provide telecommunications services to CUSTOMER to route CUSTOMER’s telecommunications traffic to and from various destinations. Where applicable, the LEAP Services shall be hereinafter referred to as the “Services.” Additional services may be added from time to time to this Agreement upon terms and conditions to be mutually agreed upon the Parties and may be included by adding an amendment to this Agreement.

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2.TERM 
 

2.1 This Agreement shall commence on the date of execution of the Service Agreement and shall continue for term stated on the Service Agreement.

2.2 LEAP shall endeavor to provide the LEAP Services on the date of completion of testing (the “Service Date”), and each Party shall notify the other Party when such testing for service is completed.

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3.OPERATIONAL AND COMMERCIAL MATTERS

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3.1 The point of connection with CUSTOMER for the provision of LEAP Services by LEAP shall be on the public internet (the “LEAP Premise”).

3.2 LEAP shall be responsible to procure, at its own expense, all necessary, switching equipment to be located in the LEAP Location to provide voice compression & decompression. This equipment shall remain the property of LEAP. LEAP shall provide 7 days and 24 hours of facility management and maintenance at the LEAP Location.

3.3 All network facilities and connectivity charges, such as broadband, dedicated internet access, and or other connectivity types will be paid for by the CUSTOMER unless otherwise noted on the Service Agreement. The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities and connectivity.

3.4 LEAP reserves the right to cancel and/or temporarily suspend any of all of the LEAP Services if CUSTOMER engages in activities which, in the reasonable opinion of LEAP, may cause disruption of service or damage to LEAP ‘s network of facilities or its vendors, whether directly or indirectly. Examples of such prohibited uses include, but are not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, constant dialing, iterative dialing, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with small business usage. Furthermore, LEAP reserves the right to review usage of unlimited minute usage plans to ensure that CUSTOMER is not abusing such plans and CUSTOMER agrees to use unlimited minute plans for normal voice or fax calls and will not employ methods or devices to take advantage of unlimited plans by using the voice or fax services excessively or for means not intended by LEAP. For purposes of this policy and CUSTOMER’s plan, “unlimited usage” means the combined number of inbound and outbound voice minutes and fax pages, as determined by LEAP in our sole discretion. We reserve the right to at any time to enforce this policy in accordance with its terms. You agree that your level of usage of LEAP unlimited service plans will be comparable to that of the average small business customer utilizing such plans. LEAP deems usage that substantially exceeds the average volume of its other unlimited usage plan customers as abusive. LEAP shall use commercially reasonable efforts to provide CUSTOMER with advance notice of such suspension and/or cancellation and in any case shall endeavor to provide written confirmation of such suspension and/or cancellation within a commercially reasonable time thereafter.

3.5 Due to the nature of managing voice data over public internet Leap cannot guarantee the quality of the CUSTOMER'S connectivity to LEAP's services.  LEAP guarantees the following service performance levels on products provided to CUSTOMER as defined on the Service Agreement:

• 99.99% Packet Delivery

• <50ms Round Trip Latency

• <0.05ms Jitter

• 99.999% Uptime on Leap Hosted Services and platforms within Leaps direct control

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4.PRICING AND BILLING

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4.1 For the LEAP Services provided pursuant to the Agreement, CUSTOMER shall pay LEAP according to the pricing on the Service Agreement, which Rates may be adjusted by LEAP from time to time by providing thirty (30) days prior written notice to CUSTOMER.

4.2 As soon as practicable after the end of each CUSTOMER billing cycle, LEAP shall submit invoices to CUSTOMER for the services provided hereunder. Such invoices shall be based the Rates reflected on the Service Agreement.

4.3 All amounts due hereunder shall be payable to LEAP in U.S. dollars in immediately available funds.

4.4 All Rates and other charges due hereunder are exclusive of all applicable taxes, including value added tax, sales taxes, and duties or levies imposed by any authority, government or government agency, all of which shall be paid promptly when due by the party purchasing services hereunder.

4.5 For LEAP International Calling Services, CUSTOMER agrees to following:

• CUSTOMER is responsible for the security of equipment and use of LEAP Services, and in the event that such equipment or Service is compromised, CUSTOMER shall be liable for any and all charges incurred; and

• LEAP reserves the right if CUSTOMER is more than ten (10) days overdue or CUSTOMER's account balance is negative, in addition to any other rights or remedies LEAP may have, to: 1) discontinue Leap International Calling Services and / or 2) fully suspend the CUSTOMER account.

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5.TERMINATION

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5.1 Service cancellation prior to the end of Term will result in early termination penalties including but not limited to fifty percent of the monthly recurring charges for the remainder of the term as stated on the Service Agreement.  For the avoidance of doubt, if CUSTOMER cancels service in month six of a twelve month term and their monthly recurring charges are five-hundred USD ($500.00 USD), the CUSTOMER will owe early termination penalties of fifteen-hundred ($1500.00 USD).

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6.LIMITATION OF LIABILITY

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6.1 The parties recognize that LEAP has no control over how a foreign administration or third party carrier establishes its own rules and conditions pertaining to telecommunications services. The Parties agree that LEAP shall not be liable for any loss or damage sustained by CUSTOMER, its interconnecting carriers, or its end users due to any failure in or breakdown of the communication facilities associated with providing services hereunder, for any interruption or degradation of such services, whatsoever shall be the cause or duration thereof.

6.2 In no event will LEAP be liable to CUSTOMER for consequential, special, or indirect losses or damages, howsoever arising; and whether under contract, tort or otherwise, including, without limitation, third party, claims, loss of profits, or loss of or damage to CUSTOMER ‘s reputation or goodwill.

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7.ASSIGNMENT

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7.1 This Agreement is personal to the Parties and may not be assigned or transferred by either Party, without the prior written consent of the other Party. Such consent may not be unreasonably withheld, except that the parties agree that either party may assign this Agreement without consent to any affiliated entity or successor in interest whether by merger, reorganization, or transfer of all or substantially all of its assets.

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8.FORCE MAJEURE

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8.1 No failure or omission by either Party, to carry out or observe any of the terms and conditions of this Agreement (other than any payment obligation) shall give rise to any claim against such Party or be deemed a breach of this Agreement, if such failure or omission arises from an act of God, an act of Government, or any other circumstance commonly known as force majeure.

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9.CONFIDENTIALITY

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9.1 For a period of one year (1) years from the date of disclosure thereof, each Party shall maintain the confidentiality, of all information or data of any nature (“Information”) provided to it by the other Party, hereto provided such information contains a conspicuous marking identifying it as “Confidential” or “Proprietary.” Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third Party, or is already publicly available. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party uses reasonable efforts to notify the other Party of the required disclosure. All Information provided by any Party to the other hereunder shall be used solely for the purpose for which it is supplied

9.4 Neither Party shall (i) refer to itself as an authorized representative of the other Party in promotional, advertising, or other materials, (ii) use the other Party’s logos, trade marks, service marks, or any variations thereof in any of its promotional, advertising, or other materials, or (iii) release any public announcements referring to the other Party of this Agreement without first having obtained such Party’s Prior written consent.

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10.NOTICE

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10.1 All notices, requests, or other communications hereunder shall be in writing, addressed to the parties as follows:  Help@Leap.Tel 

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11.COMPLIANCE WITH LAWS

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11.1 CUSTOMER shall not use the Services in any manner or for any purpose which constitutes a violation of applicable laws or the laws of any foreign jurisdiction in which the Services are being provided. This Agreement and the continuance hereof by the Parties is contingent upon the obtaining and the continuance of such approvals, consents, governmental and regulatory authorizations, licenses and permits as may be required or deemed necessary by the Parties, and the Parties shall use commercially reasonable efforts to obtain and maintain the same in full force and effect. CUSTOMER further agrees to refrain from engaging in sales, advertising or marketing within or outside of the United States which LEAP believes could impair its or its affiliates’ relationship with any overseas authority. LEAP Services Agreement with CUSTOMER.

11.2 The Parties acknowledge that this Agreement is subject to Section 211 of the Communications Act, as amended, and shall govern LEAP ‘s provision of the LEAP Services to CUSTOMER. The Parties also understand and agree that the terms and conditions herein shall, in all cases, supersede any terms set forth in any LEAP tariff on file and then in effect with the Federal Communications Commission.

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12.MISCELLANEOUS

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12.1 Any article or any provision of this Agreement which is or becomes illegal, invalid, or unenforceable shall be severed herefrom and shall be ineffective to the extent of such illegality, invalidity, or unenforceability but shall not affect or impair the enforceability of the remaining provisions herein. All valid provisions shall be considered severed from any illegal, invalid, or Service Agreement unenforceable Article or provision of this Agreement and shall otherwise remain in full force and effect.

12.2 No waiver by either Party to any provisions of this Agreement shall be binding unless made in writing. Any such waiver shall relate only to such specific matter, non-compliance or breach to which it relates to and shall not apply to any subsequent matter, non-compliance or breach.

12.3 The relationship between the Parties shall not be that of partners, and nothing herein contained shall be deemed to constitute a partnership between them or a merger of their assets or their fiscal or other liabilities or undertakings. Neither Party shall have the right to bind the other Party, except as expressly provided for herein.

12.4 This Agreement shall be governed by the laws of the State of Colorado, without reference to its principles of conflict of laws. CUSTOMER irrevocably consents and submits that any disputes regarding this agreements shall be resolved by arbitration governed by the laws of the State of Colorado.

12.5 If any terms of the Service Agreement and these terms of service are in conflict, the terms reflected on the Service Agreement shall prevail.

12.6 New York State Customers. For consumer complaints that cannot be resolved with the company, you may contact the New York Department of Public Service (DPS).  

DPS complaints may be directed as follows:  
Website: www.dps.ny.gov/complaints
Phone: DPS Helpline at 1-800-342-3377 (M-F 8:30a - 4:00p)
Mail:  Office of Consumer Services, NYS Department of Public Service, 3 Empire State Plaza, Albany, NY 12223

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Version 1.1.21

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