TERMS OF SERVICE

ippbxHOST Effective Date: [08/15/2026]

1. ACCEPTANCE OF TERMS

These Terms of Service (“Agreement”) govern the purchase and use of services provided by ippbxHOST (“ippbxHOST,” “Provider,” “we,” “us,” or “our”). By accessing the ippbxHOST website, creating an account, placing an order, purchasing or renewing a Service, or continuing to use any ippbxHOST Service, Customer acknowledges that Customer has read, understood, and agrees to be bound by this Agreement. If Customer does not agree to these Terms, Customer must not purchase or use the Services. This Agreement applies together with any applicable order, service description, Service Level Agreement (“SLA”), software license terms, or separately executed written agreement.

2. SERVICES & BUSINESS MODEL

ippbxHOST provides cloud hosting, telecommunications, VoIP, and related technology services, including but not limited to:
  • Hosted IP PBX and VoIP services
  • Virtual private servers (“VPS”)
  • Cloud server hosting
  • DID and telephone number services
  • Call origination and termination
  • Data backup services
  • Managed server-side firewall services
  • Redundant or secondary server hosting
  • Related infrastructure and technical services
Services are marketed primarily to businesses, resellers, managed service providers, telecommunications providers, channel partners, and other commercial customers. In some instances, ippbxHOST may utilize third-party Datacenters, networks, storage systems, carriers, software, hardware, vendors, and other infrastructure or service providers in delivering the Services. Unless specifically agreed otherwise in writing by ippbxHOST, Services are provided “AS IS,” “AS AVAILABLE,” and on a commercially reasonable best-effort basis.

3. DATACENTER & THIRD-PARTY INFRASTRUCTURE

In some instances, ippbxHOST utilizes or depends upon third-party infrastructure or services, including:
  • Datacenters and colocation facilities
  • Cloud and server infrastructure
  • Backup and storage platforms
  • Power utilities and facility systems
  • Internet service providers
  • Network and transit providers
  • Telecommunications carriers
  • DNS and domain services
  • Hardware manufacturers and vendors
  • Software developers and vendors
  • Licensing providers
  • On-site and remote technical personnel
  • Other technology or infrastructure providers
Where third-party infrastructure is utilized, ippbxHOST does not own or control the operation, availability, maintenance, security, management systems, networks, hardware, software, facilities, or personnel of those third parties. ippbxHOST may therefore depend upon their performance, availability, accessibility, and responsiveness. An outage or failure involving a Datacenter or other third-party system may prevent ippbxHOST from accessing, managing, repairing, backing up, restoring, or migrating Customer’s Service. ippbxHOST shall not be responsible for outages, interruptions, delays, degradation, or loss of access caused by circumstances involving third-party infrastructure outside ippbxHOST’s reasonable control.

4. SERVICE AVAILABILITY & UPTIME

ippbxHOST does not guarantee uninterrupted or error-free Service. Unless specifically guaranteed under an applicable written SLA:
  • Uptime percentages are service objectives rather than absolute guarantees
  • Continuous server availability is not guaranteed
  • Continuous network or Datacenter availability is not guaranteed
  • Call quality, routing, latency, or connectivity is not guaranteed
  • Restoration or repair within a particular period is not guaranteed
  • Migration to alternate infrastructure within a particular period is not guaranteed
Service quality and availability may vary based upon location, routing, network conditions, software, hardware, carriers, Datacenters, and other factors. Any applicable SLA shall apply only according to its stated terms, exclusions, requirements, and remedies.

5. SERVICE CREDITS

Where an applicable SLA provides a service credit for a qualifying interruption, Customer’s sole service-level remedy shall be the applicable credit. Any service credit:
  • Applies only to the specific server or service instance affected
  • Is calculated according to the applicable SLA
  • Must be requested in writing
  • Is not issued automatically
  • Shall not exceed one (1) month of hosting fees for the particular affected server or service instance
An interruption affecting one server does not entitle Customer to credits relating to unaffected servers or other Services.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ippbxHOST SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. This includes, without limitation:
  • Loss of revenue or profit
  • Loss of business or opportunity
  • Loss, corruption, or unavailability of data
  • Loss of telephone or communications service
  • Service interruptions or delays
  • Datacenter outages
  • Network or carrier failures
  • Hardware or software failures
  • Backup failure or corruption
  • Inability to access a backup
  • Delayed or unsuccessful restoration
  • Delayed or unsuccessful migration
  • Failure or delayed operation of redundancy or failover systems
  • Temporary or permanent inability to access a hosted server
  • Third-party infrastructure failures
  • Software vendor failures
  • Security incidents except where liability cannot legally be limited

6.1 Maximum Liability

IN ALL CASES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ippbxHOST’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR SERVER OR SERVICE INSTANCE SHALL NOT EXCEED ONE (1) MONTH OF HOSTING FEES ACTUALLY PAID TO ippbxHOST FOR THAT PARTICULAR SERVER OR SERVICE INSTANCE. This limitation applies regardless of:
  • The number of claims
  • Duration of the incident
  • Amount of alleged damages
  • Number of other Services Customer maintains with ippbxHOST
  • Legal theory asserted
Only the monthly hosting fee for the particular affected server or service instance shall be considered when calculating this limitation. Fees associated with unaffected servers, software licenses, telephone numbers, usage, backup services, firewall services, or other products shall not increase the liability cap. Nothing herein limits liability that cannot legally be limited under applicable law.

7. EMERGENCY & CRITICAL USE

Services are not designed or warranted for applications requiring guaranteed continuous availability, including:
  • 911 / E911 or emergency communications
  • Public safety operations
  • Government emergency operations
  • Healthcare or life-support systems
  • Safety-critical applications
  • Applications where interruption could reasonably result in death, personal injury, or substantial property damage
Customer is responsible for maintaining appropriate alternative communication methods and business-continuity arrangements.

8. REDUNDANT, SECONDARY & FAILOVER SERVERS

Where Customer purchases or is provided with redundant, secondary, standby, or failover server infrastructure, ippbxHOST provides the applicable underlying server infrastructure according to the Service purchased. Application-level failover is dependent upon the technology, functionality, licensing, configuration, synchronization, DNS mechanisms, and other capabilities provided or supported by the applicable phone system software vendor and associated third-party technologies. ippbxHOST does not develop or control the underlying application-level failover technology incorporated into third-party phone system software. Accordingly, ippbxHOST does not guarantee:
  • Automatic failover
  • Failover within a particular period
  • Failover without manual intervention
  • Complete synchronization
  • Availability of the most recent data on the secondary system
  • Automatic reconnection of phones
  • Automatic reconnection of SIP trunks or carriers
  • DNS propagation within a particular period
  • Automatic license transfer or activation
  • Successful operation of the software vendor’s failover technology
  • Uninterrupted service during failover
ippbxHOST will use commercially reasonable efforts to properly provision and maintain infrastructure purchased from ippbxHOST and assist with supported failover configurations. However, the operation of application-level failover remains dependent upon the applicable phone system software vendor and associated technologies and is not guaranteed by ippbxHOST. Data Backup, Redundancy, High Availability, Failover, and Disaster Recovery are separate Services.

9. VoIP & TELECOMMUNICATIONS LIMITATIONS

Customer acknowledges that VoIP depends upon internet connectivity, networks, power, software, hardware, Datacenters, carriers, and other infrastructure. Customer further acknowledges:
  • VoIP may fail during internet or power outages
  • E911 functionality may be limited or unavailable
  • Call quality is not guaranteed
  • Call routing is not guaranteed
  • Caller ID delivery is not guaranteed
  • Telephone number availability is not guaranteed
  • Carrier interoperability is not guaranteed
Customer must maintain alternative communication methods appropriate for Customer’s requirements. Customer is responsible for maintaining accurate CallerID/ANI information and complying with applicable telecommunications laws. Unauthorized CallerID/ANI spoofing or misrepresentation is prohibited.

10. WHOLESALE, TAX & COMPLIANCE RESPONSIBILITY

Services are primarily provided on a wholesale or reseller basis. Customer is responsible for all laws, regulations, taxes, fees, registrations, filings, reporting obligations, and compliance requirements applicable to Customer’s use or resale of the Services. These may include:
  • Sales and use taxes
  • Telecommunications taxes and fees
  • VAT
  • Regulatory assessments
  • Registrations
  • Consumer protection requirements
  • Calling and messaging regulations
  • Recording-consent requirements
  • Emergency-service requirements
ippbxHOST does not collect, calculate, report, file, or remit taxes, regulatory fees, or governmental assessments on Customer’s behalf unless ippbxHOST has specifically agreed in writing to do so or is independently required to do so by applicable law. Any such agreement applies only to the responsibilities expressly identified therein. No tax, regulatory, reporting, filing, or compliance responsibility shall be implied merely from ippbxHOST’s provision of hosting, VoIP, telecommunications, billing, or related Services. Customer agrees to indemnify ippbxHOST for tax or regulatory liabilities resulting from Customer’s use or resale of the Services to the extent permitted by applicable law.

11. ACCOUNT SECURITY

Customer is responsible for:
  • Safeguarding usernames and passwords
  • Protecting administrative credentials
  • Maintaining appropriate access controls
  • Maintaining secure endpoints
  • Maintaining multifactor authentication where appropriate and available
  • Promptly reporting suspected unauthorized access
Customer is responsible for losses resulting from Customer’s failure to reasonably secure Customer-controlled accounts, credentials, devices, applications, or systems. No internet-connected system can be guaranteed to be completely secure.

12. MANAGED FIREWALL & SECURITY SERVICES

Managed firewall, security configuration, filtering, monitoring, and similar security Services are provided on a commercially reasonable best-effort basis. Such Services are intended to reduce security risk but do not guarantee prevention of:
  • Unauthorized access
  • Account compromise
  • Credential theft
  • Malware
  • Software exploitation
  • Denial-of-service attacks
  • Data breaches
  • Data loss
  • SIP or telecommunications fraud
  • Zero-day vulnerabilities
  • Other security incidents
The purchase of managed firewall or security Services does not make ippbxHOST an insurer or guarantor against security incidents. Customer remains responsible for passwords, multifactor authentication, endpoint security, application security, access controls, and other reasonable security practices.

13. CUSTOMER & THIRD-PARTY CHANGES

Changes made by Customer, Customer’s employees, end users, reseller, IT provider, software vendor, carrier, or another third party may affect Service operation. These may include:
  • Firewall modifications
  • DNS changes
  • PBX configuration
  • Network changes
  • Credential changes
  • Operating-system modifications
  • Software updates
  • SIP trunk changes
  • Certificate changes
  • Security settings
  • Licensing changes
ippbxHOST is not responsible for outages, degradation, security incidents, or data loss resulting from changes not performed or expressly authorized by ippbxHOST. Time required to diagnose or correct such issues may be separately billable.

14. SOFTWARE, LICENSING & THIRD-PARTY COMPATIBILITY

Third-party software and licensing are controlled by their respective vendors. ippbxHOST does not guarantee:
  • Continued software availability
  • Compatibility
  • Licensing terms
  • License activation
  • Vendor pricing
  • Features
  • API availability
  • Vendor support
  • Update compatibility
  • Continued failover or backup functionality
Vendors may modify products, licensing, requirements, APIs, features, or supported infrastructure without ippbxHOST’s control. Except where required by law, software and license purchases are final and non-refundable once ordered or activated.

15. BILLING & RECURRING PAYMENT AUTHORIZATION

Unless otherwise specified:
  • Services are billed in advance
  • Initial invoices may include prorated charges
  • Payments are non-refundable except where required by law or an applicable SLA
When Customer orders a recurring Service and provides or selects a credit card, debit card, or other payment method within ippbxHOST’s billing system, Customer authorizes ippbxHOST and its payment processors to charge that payment method for:
  • Recurring Service fees
  • Renewals
  • Usage
  • Applicable taxes and fees
  • Other charges associated with Services ordered or authorized by Customer
Authorization continues until the applicable Service is properly canceled. A Service originally ordered months or years earlier remains authorized for recurring billing while that Service remains active and has not been properly canceled. Customer is responsible for reviewing active Services, invoices, and stored payment methods.

16. NON-PAYMENT, SUSPENSION & DELETION

16.1 Past-Due Services

Payment is due according to the due date stated on the applicable invoice. Amounts not received by the due date are past due.

16.2 Three-Day Suspension

If payment remains outstanding for three (3) days or more after the due date, ippbxHOST may, in its discretion:
  • Power down the affected server or instance
  • Suspend the affected Service
  • Disable management access
  • Suspend directly dependent Services
Advance notice of suspension is not guaranteed.

16.3 Payment in Full Required for Restoration

A server, instance, or Service suspended for non-payment will not be powered on, restored, or reactivated until all applicable past-due amounts have been paid in full and cleared. ippbxHOST is not required to temporarily restore an unpaid server so Customer can retrieve data, make a backup, or export a configuration before payment.

16.4 Fifteen-Day Deletion

If payment remains outstanding for more than fifteen (15) days after the due date, ippbxHOST may:
  • Terminate the Service
  • Remove or decommission the instance
  • Release associated resources
  • Permanently delete server data
  • Delete configurations
  • Delete recordings
  • Delete files
  • Delete snapshots or images
  • Delete associated backups
Customer acknowledges that ippbxHOST has no obligation to retain or recover data for a Service that remains unpaid for more than fifteen (15) days. Once deleted, recovery may be impossible.

16.5 Backup Service Does Not Extend Retention

Purchasing Data Backup Service does not require ippbxHOST to retain backups for an unpaid Service beyond the non-payment period.

16.6 Re-Provisioning

Payment after an instance has already been deleted does not guarantee restoration of the original instance, IP address, data, configuration, licensing, or other resources. Re-provisioning may require additional setup, licensing, restoration, or professional-service charges.

17. CANCELLATION, RENEWAL & SERVICE TERMS

17.1 Required Cancellation Method

Customer must request cancellation through:
  • The ippbxHOST customer portal cancellation system
  • An ippbxHOST support or billing ticket
  • Written email notice sent to an authorized ippbxHOST billing or customer-service address
A verbal request, telephone conversation, non-use, declined payment, removal of a credit card, chargeback, or failure to pay does not constitute cancellation.

17.2 No Retroactive Cancellation

Services cannot be canceled retroactively. A cancellation request received after a Service has renewed does not eliminate charges for the renewal period that has already begun. Failure to use a Service does not constitute cancellation.

17.3 Renewal Dates

Each Service has an established billing or renewal date. Under ippbxHOST’s current billing structure, newer monthly Services will generally renew on the first (1st) day of each month, unless another renewal date or Service term is specified. Legacy Services may have different renewal dates. The renewal date reflected in ippbxHOST’s billing system controls unless a billing error is demonstrated or another date has specifically been agreed to in writing.

17.4 Monthly Services

Monthly Services may be canceled at any time, but cancellation becomes effective at the end of the applicable paid or committed Service period. If the Service has already renewed, Customer remains responsible for the entire current renewal period. Monthly charges are not prorated or refunded merely because Customer requests cancellation after the Service period has begun.

17.5 Fixed-Term Services

Certain Services may carry quarterly, annual, multi-year, or other fixed commitments. Where Customer agrees to a fixed term, Customer is responsible for the entire committed Service term. A cancellation request submitted before the term expires does not eliminate Customer’s financial responsibility for the existing committed term. Unless specifically agreed otherwise in writing:
  • No unused portion of the committed term is refunded
  • Customer remains responsible for the full term
  • Stopping use of the Service does not eliminate the remaining obligation

17.6 Cancellation After Renewal

If Customer fails to properly cancel before a Service renews, Customer is responsible for the renewal period that has commenced according to the applicable Service terms. A cancellation received after renewal applies prospectively and will not retroactively reverse the renewal.

17.7 No Proration

Unless required by law, an SLA, or specifically agreed to in writing by ippbxHOST:
  • Cancellation does not produce a prorated refund
  • Unused Service time has no cash value
  • Prepaid charges are non-refundable
  • Existing committed-term obligations remain payable

17.8 Cancellation Does Not Eliminate Amounts Owed

Cancellation does not waive outstanding invoices, usage, licensing charges, committed-term charges, or other properly incurred amounts.

17.9 Data Following Cancellation

Customer is responsible for retrieving any data Customer wishes to retain before the effective cancellation date. Upon expiration of the applicable Service term, ippbxHOST may remove the server or instance and delete associated data, configurations, snapshots, images, and backups.

18. CHARGEBACKS & PAYMENT DISPUTES

Customer should promptly contact ippbxHOST if Customer believes a charge is incorrect, duplicated, unauthorized, or otherwise improper so ippbxHOST has a reasonable opportunity to investigate and resolve the matter. Nothing herein prevents Customer from exercising rights that cannot lawfully be waived.

18.1 Improper Chargebacks

A chargeback involving a properly authorized, validly incurred charge may constitute a material breach of this Agreement. This includes situations where Customer:
  • Ordered or activated the Service
  • Maintained the Service as active
  • Provided or selected the payment method
  • Previously paid recurring charges for the Service
  • Failed to properly cancel before renewal
  • Continued receiving or having access to the Service
  • Characterizes an authorized recurring charge as unauthorized or fraudulent
Customer shall not knowingly characterize a legitimate recurring charge as fraudulent, unauthorized, or unrecognized to avoid payment.

18.2 Account Review & Suspension

A chargeback may place Customer’s entire account under review. Where ippbxHOST reasonably determines that a chargeback concerns a legitimate charge, ippbxHOST may:
  • Suspend the affected Service
  • Suspend additional Services
  • Prevent new orders
  • Disable automatic provisioning
  • Require payment of outstanding balances
  • Require repayment of the disputed amount
  • Require another payment method
  • Require advance payment
  • Terminate Services where repeated or material payment disputes create unreasonable financial risk
Because Customer may maintain multiple Services under one account, a chargeback involving one Service may reasonably cause ippbxHOST to review the payment status and authorization of the entire account.

18.3 Chargeback Amounts Are Unpaid Amounts

Amounts reversed through a chargeback or payment dispute shall be considered unpaid amounts for purposes of Section 16 unless and until the disputed charge is finally resolved in Customer’s favor. A chargeback does not constitute cancellation.

18.4 Chargeback Costs

Where permitted by law, Customer may be responsible for reasonable direct costs resulting from an improper chargeback, including processor fees, returned-payment fees, reasonable administrative costs, and collection costs. ippbxHOST will not impose arbitrary or punitive chargeback penalties.

18.5 Bank Decision Does Not Determine Contractual Liability

A bank, card issuer, or payment processor’s decision to issue a temporary or permanent chargeback does not, by itself, determine whether Customer contractually owed the amount to ippbxHOST. Except where a charge is determined to have been erroneous, unauthorized, or otherwise not legally due, Customer remains responsible for legitimately incurred amounts.

19. DATA, PRIVACY, BACKUPS & DISASTER RECOVERY

19.1 Data & Privacy

ippbxHOST does not sell Customer data. The privacy, confidentiality, security, availability, and uninterrupted transmission of internet-based communications cannot be absolutely guaranteed.

19.2 Customer Independent Backups

Except where Customer purchases Data Backup Service, Customer is responsible for maintaining backups. Even where Customer purchases Data Backup Service, Customer is strongly encouraged to maintain an independent and separately accessible copy of critical data and configurations.

19.3 Backup Service — Best-Effort Only

All backup Services are performed on a commercially reasonable best-effort basis only. BACKUPS ARE NOT GUARANTEED. The purchase of Data Backup Service does not guarantee that:
  • Every scheduled backup will occur
  • Every backup will complete
  • A particular backup will exist
  • All data will be included
  • A backup will be current
  • A backup will be uncorrupted
  • A backup will remain continuously available
  • A backup will be immediately accessible
  • A backup will remain accessible during a Datacenter outage
  • A backup can be transferred
  • A backup can be successfully restored
No backup technology completely eliminates the possibility of data loss. Backup fees compensate ippbxHOST for performing and managing the backup process on a best-effort basis and do not constitute a warranty or guarantee of the existence, availability, integrity, accessibility, or restorability of any particular backup.

19.4 Backup Retention & Testing

Backups may be automatically deleted or overwritten after the retention period applicable to the Service purchased. Standard backup Service is not archival storage. Unless specifically included or agreed to in writing, backup Service does not include routine full restoration testing of every backup.

19.5 Backup Is Not Disaster Recovery

Standard Data Backup Service does not constitute:
  • High Availability
  • Automatic failover
  • Real-time replication
  • Business continuity
  • Geographic redundancy
  • Independent Disaster Recovery
  • Guaranteed restoration

19.6 Datacenter Backup Dependency

In some instances, backup systems may utilize infrastructure associated with the same Datacenter or related provider as Customer’s production server. A Datacenter or infrastructure outage may therefore prevent ippbxHOST from accessing both the production server and its associated backup data. Temporary inability to access a backup does not, by itself, mean the backup was not performed or has been lost.

19.7 Restoration & Migration

If a server becomes unavailable, ippbxHOST may attempt to provision alternate infrastructure and restore an available backup. Restoration requires access to a usable backup, image, configuration, database, or other recoverable copy. Where both the server and backup are inaccessible, migration may be impossible until required data becomes accessible. If Customer possesses a current independent backup, ippbxHOST may request it to expedite recovery. Requesting Customer’s backup does not indicate that ippbxHOST failed to perform backup Services; it may provide an alternate recovery path. Unless included in the Service purchased or specifically agreed in writing, migration or restoration work may incur additional charges.

19.8 No RTO or RPO

Unless specifically agreed in writing, ippbxHOST does not guarantee an RTO, RPO, restoration time, migration time, or backup-retrieval time.

19.9 Backup & Recovery Liability

Liability relating to backup, restoration, migration, hosting, redundancy, or failover remains subject to the limitation in Section 6.

20. MAINTENANCE & EMERGENCY ACTIONS

ippbxHOST may perform maintenance, upgrades, migrations, reboots, patches, security changes, hardware replacement, network changes, or other work reasonably necessary to maintain, repair, secure, or protect Services. Where reasonably practicable, ippbxHOST will attempt to provide notice of planned maintenance expected to cause material interruption. Advance notice may not be possible for emergency maintenance or urgent security or infrastructure work.

21. CUSTOMER COOPERATION

Customer shall reasonably cooperate with ippbxHOST in diagnosing, maintaining, restoring, migrating, or securing Services. Customer may be required to provide credentials, DNS access, licensing information, carrier access, Customer-maintained backups, approvals, or other information reasonably necessary to perform requested work. ippbxHOST is not responsible for delays caused by Customer’s failure or inability to provide required access, information, authorization, or cooperation.

22. SUPPORT COMMUNICATIONS & ESTIMATES

Technical assessments, anticipated completion times, restoration estimates, outage updates, migration estimates, and troubleshooting information are provided in good faith based upon information available at the time. Unless specifically agreed to in writing by an authorized representative of ippbxHOST, such communications do not create or modify a warranty, SLA, RTO, RPO, guarantee, contractual deadline, or other obligation. Estimates may change as additional information becomes available.

23. TERMINATION & DATA RETENTION

Upon cancellation, expiration, suspension, or termination, Customer is responsible for retrieving data Customer wishes to retain before the Service is decommissioned. Except where specifically agreed otherwise in writing, ippbxHOST has no obligation to retain Customer data, server images, configurations, recordings, or backups following termination. This provision is subject to the specific non-payment deletion rights contained in Section 16. Termination does not eliminate amounts accrued before termination.

24. INDEMNIFICATION

To the extent permitted by law, Customer agrees to defend, indemnify, and hold harmless ippbxHOST and its officers, employees, contractors, and agents from third-party claims arising from:
  • Customer’s use or resale of Services
  • Customer’s violation of law
  • Customer’s violation of this Agreement
  • Customer’s telecommunications or messaging activity
  • Customer’s fraud or misuse
  • Content or communications transmitted by Customer or Customer’s users
This provision does not require indemnification for liability that cannot lawfully be shifted to Customer.

25. FORCE MAJEURE

ippbxHOST shall not be responsible for failure, interruption, or delay caused by circumstances beyond its reasonable control, including:
  • Natural disasters
  • Fire or flood
  • Severe weather
  • War or terrorism
  • Civil unrest
  • Government action
  • Power or utility failure
  • Internet failure
  • Carrier failure
  • Network failure
  • Datacenter failure or outage
  • Cloud infrastructure failure
  • Storage or backup failure
  • Cyberattack
  • Denial-of-service attack
  • Labor dispute
  • Third-party software failure
  • Other circumstances outside ippbxHOST’s reasonable control
Where such an event affects hosting or backup infrastructure, production systems and backup systems may simultaneously become inaccessible.

26. AUTHORIZED WRITTEN AGREEMENTS & NO ORAL MODIFICATION

Where this Agreement requires something to be specifically “agreed to in writing,” the writing must clearly identify the applicable exception, responsibility, commitment, or modification and be authorized by ippbxHOST. Routine technical support communications, ticket responses, troubleshooting discussions, status updates, informal statements, or estimates do not modify this Agreement. No oral statement modifies this Agreement. No employee, contractor, technician, salesperson, or representative may waive or modify these Terms except through an authorized written agreement on behalf of ippbxHOST.

27. WHOLESALE RELATIONSHIP & NO THIRD-PARTY BENEFICIARIES

Where Customer resells Services, Customer remains ippbxHOST’s contractual customer. Customer’s customers and end users are not parties to this Agreement and, except where required by law, are not intended third-party beneficiaries. Customer is responsible for its agreements, billing, support obligations, representations, regulatory responsibilities, and commitments to its customers. Customer may not represent that Customer has authority to bind ippbxHOST to obligations not authorized in writing.

28. INDEPENDENT PARTIES

Customer and ippbxHOST are independent contracting parties. Nothing herein creates a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency. Neither party may bind the other except as specifically agreed in writing.

29. ASSIGNMENT

Customer may not assign or transfer this Agreement or an account without ippbxHOST’s prior written consent. ippbxHOST may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, change of control, or transfer of the applicable business or Services, subject to applicable law.

30. GOVERNING LAW & VENUE

This Agreement shall be governed by the laws of the State of Maryland without regard to conflict-of-law principles. To the extent permitted by applicable law, legal actions arising from this Agreement shall be brought in a court of competent jurisdiction located in Maryland.

31. MODIFICATIONS TO TERMS

ippbxHOST may modify these Terms from time to time. Revised Terms become effective upon publication or on a later effective date stated therein, subject to applicable law. Customer’s continued use or renewal of Services following the effective date constitutes acceptance to the extent permitted by law.

32. NOTICES

Customer is responsible for maintaining current contact information in Customer’s ippbxHOST account. Unless another method is required by law or written agreement, ippbxHOST may provide notices through:
  • Email
  • Customer portal
  • Invoice notification
  • ippbxHOST website
  • Other reasonable electronic communication
Customer is responsible for monitoring the contact methods associated with Customer’s account.

33. ENTIRE AGREEMENT

This Agreement, together with applicable orders, service descriptions, SLAs, software license terms, and separately executed written agreements, constitutes the agreement between the parties concerning the applicable Services. Where a separately executed written agreement specifically conflicts with these Terms, that written agreement controls regarding the specific conflicting provision.

34. WAIVER & SEVERABILITY

Failure by ippbxHOST to enforce a provision on one occasion does not waive that provision. If a provision is determined to be invalid or unenforceable, it shall be enforced to the maximum extent legally permissible and the remaining provisions shall remain effective.

35. SURVIVAL

Provisions that by their nature should survive termination shall survive, including provisions concerning:
  • Payment obligations
  • Limitation of liability
  • Indemnification
  • Data and backup limitations
  • Intellectual property
  • Governing law
  • Customer obligations arising before termination

36. COPYRIGHT

These Terms and their original presentation are proprietary to ippbxHOST and are protected by applicable copyright law. Unauthorized reproduction, publication, or distribution is prohibited.