Master Service Agreement

1. Parties

This Master Service Agreement ("MSA" or "Agreement") is entered into between Sipnex Telecom LLC, a Texas limited liability company doing business as SIPNEX, with a US operations address at 1001 Main St, Suite 600 #27, Lubbock, TX 79401 ("SIPNEX"), and the customer entity identified in the applicable service order ("Customer"). SIPNEX and Customer may be referred to individually as a "Party" and collectively as the "Parties."

2. Services

SIPNEX agrees to provide Customer with telecommunications services as described in one or more service orders executed under this MSA. Services may include, without limitation:

• SIP trunking and voice origination and termination
• DID phone number provisioning, local and toll-free
• Number porting and RespOrg services
• SMS and MMS messaging (A2P and P2P)
• Hosted PBX and related cloud voice features
• Call tracking and call recording infrastructure
• STIR/SHAKEN attestation signing

3. Payment Terms

3.1 Billing. Usage charges are billed monthly in arrears. Recurring charges (DID fees, hosted PBX seats) are billed in advance. Invoices are issued within 5 business days of the end of each billing cycle.

3.2 Net 30 Terms. Payment is due within 30 days of invoice date for post-paid customers. Prepaid customers maintain a positive account balance against which charges are deducted in real time.

3.3 Late Payments. Unpaid amounts past due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Accounts past due more than 30 days may be suspended after written notice.

3.4 Taxes. All charges are exclusive of applicable sales, use, excise, telecommunications, regulatory, and similar taxes and fees, which will be billed separately.

4. Term and Termination

4.1 Month-to-Month. Services are provided on a month-to-month basis unless otherwise specified in an executed service order. There is no minimum term commitment and no early termination fee.

4.2 Cancellation. Customer may cancel services with 30 days' written notice to contact@sipnex.ca.

4.3 Termination for Cause. Either Party may terminate this Agreement for material breach if the breach is not cured within 30 days of written notice. SIPNEX may immediately suspend or terminate service for violations of Section 5 (Acceptable Use), for non-payment beyond 60 days, or where required by law or regulatory order.

5. Acceptable Use Policy

Customer agrees that it will not use the Services, and will not permit any third party to use the Services, for:

• Illegal robocalling, including calls that violate the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, or the CAN-SPAM Act.
• Caller ID spoofing intended to deceive, defraud, or cause harm (47 U.S.C. § 227(e), Truth in Caller ID Act).
• Calls or messages to numbers on the National Do-Not-Call Registry or any applicable state DNC list without valid consent or exemption.
• Fraudulent, deceptive, or misleading communications including IRS scams, tech-support scams, or impersonation of government agencies or financial institutions.
• Traffic pumping, call-forwarding fraud, or any scheme designed to artificially inflate termination or access charges.
• Harassment, threats, or any unlawful content.
• Any activity that violates applicable federal, state, provincial, or local law.

SIPNEX reserves the right to investigate suspected violations. Confirmed violations may result in immediate service suspension, termination of this Agreement, cooperation with law enforcement, and response to regulatory traceback requests under the TRACED Act.

6. Number Portability

Customer retains all rights to port phone numbers to and from SIPNEX in accordance with FCC regulations. SIPNEX will not unreasonably delay, obstruct, or condition a valid port-out request. Port-out requests must be initiated by the gaining carrier with a valid Letter of Authorization from Customer. Port-in requests from other carriers are processed in accordance with industry-standard porting intervals (typically 7–14 business days for simple ports).

7. Service Level Agreement

The SIPNEX Service Level Agreement is incorporated by reference into this MSA and describes availability commitments, incident response times, and service credits.

8. Warranties and Disclaimers

SIPNEX warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry standards applicable to telecommunications carriers.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SIPNEX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SIPNEX'S AGGREGATE LIABILITY TO CUSTOMER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO SIPNEX DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This limitation applies regardless of the form of action (contract, tort, statute, or otherwise). This limitation is consistent with standard carrier limitation of liability recognized in the US telecommunications industry and in tariffed and detariffed carrier relationships.

10. Indemnification

Customer agrees to indemnify and hold SIPNEX harmless from any claim arising out of: (a) Customer's use of the Services; (b) Customer's violation of the Acceptable Use Policy or any applicable law; (c) content originated by Customer through the Services; or (d) any chargeback or payment dispute initiated by Customer in breach of the Terms of Service.

11. Confidentiality

Each Party agrees to protect the other's confidential information, including pricing, technical configurations, customer lists, and business plans, with the same care it uses to protect its own confidential information, and will not disclose such information except as required by law or authorized by the disclosing Party.

12. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law provisions.

Any dispute arising out of or related to this Agreement will be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in Lubbock County, Texas. Notwithstanding the foregoing, either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13. General Provisions

13.1 Entire Agreement. This MSA, together with any service orders, the Terms of Service, the Acceptable Use Policy, the SLA, and the Privacy Policy, constitutes the entire agreement between the Parties with respect to the Services.

13.2 Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Assignment. Customer may not assign this Agreement without SIPNEX's written consent. SIPNEX may assign to a successor entity or acquirer without restriction.

13.4 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control.

13.5 Notices. Notices to SIPNEX must be sent to contact@sipnex.ca. Notices to Customer will be sent to the contact email on file.

14. Contact