x-hoppers by Wildix Terms & Conditions

THESE TERMS OF SERVICE, including the Order(s) which are incorporated herein by this reference (“Agreement”), constitute a binding agreement between Wildix OÜ, and the legal entity identified in the Order (“End User”). x-hoppers and End User may be individually referred to as a “Party” or collectively as the “Parties.”

x-hoppers provides services and equipment intended solely for business use, pursuant to the terms and conditions that the Customer accepts and complies with this Agreement. By electronically signing this Agreement, the End User (a) accepts this Agreement and agrees that the End User is legally bound by its terms; and (b) represents and warrants that: (i) its representative is 18 years of age or of legal age to enter into a binding agreement; and (ii) has the right, power, and authority to enter into this agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these terms. If the End User does not agree to the terms of this agreement, the End User may not download, install, or use the services or equipment.

The Parties mutually concur in the following terms:

1. Definitions

Capitalized terms not defined have the meaning given to them in “Attachments”

2. Ordering and Term

A. Ordering Services

Customers may order Services by submitting electronically an Order in the format provided by Wildix. The Order will identify the Services requested by the Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed, or sold to the Customer, if any.

An Order will become binding when it is executed by the Customer and accepted by x-hoppers. x-hoppers may accept an Order by commencing performance of the requested Services. The Services will begin on the Start Date, as identified in the applicable Order. Customers may purchase additional Services, software, and equipment.

B. Services and products

The following are examples of the that may be provided by x-hoppers. Availability may vary depending on the Customer’s location, applicable law, and the commercial terms agreed in the applicable Order. Not all Services or Products are available in all jurisdictions or under all agreements.

Mobile app

AI Video Alerts

Smart Call Points

Loyalty Booster

Handsets

Push-to-talk Button

C. Equipment

Subject to availability based on Customer location.

D. Term of this Agreement

The Term of this Agreement will commence on the Effective Date and continue until the last Order is terminated, unless terminated earlier in accordance with its terms.

E. Services Term and Automatic Renewal

Recurring Services will automatically renew for successive periods of the same length as the Initial Term, unless either Party gives notice of non-renewal at least thirty (30) days before expiration. x-hoppers shall provide written notice of renewal at least thirty (30) days before each renewal date, as required by applicable law

3. Invoicing and Payment

A. Prices and Charges

All prices are in UK pounds (GBP). Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or equipment. Customers will be liable for all charges resulting from use of the Services on its Account.

Recurring charges for the Services begin on the Start Date, and will continue for the Term. Recurring charges (such as charges for Digital Lines, product licenses, minute bundles, and equipment rental fees) will, once incurred, remain in effect for the Initial Term (as described in an Order) or the then-current Renewal Term. x-hoppers will provide notice of any proposed increase in such charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. Administrative Fees that x-hoppers is entitled to pass on to its Customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days’ written notice.

Outbound calling rates will be applied based on the rate in effect at the time of use.

B. Billing and Payment

All Services and equipment must be purchased via a valid payment method provided by x-hoppers at the time of purchase. By providing billing details, Customer is expressly authorizing all Services and equipment charges and fees to be charged to such payment method, including recurring payments billed on a monthly, annual or five years basis. In addition, Customer’s supplied payment method shall be used for any in-month purchases of additional services and products, or where Customer has exceeded usage or threshold limits, or any overage charges. Recurring charges are billed in advance in the frequency set forth in the Order, and usage-based and one-time charges are billed monthly in arrears. Credit and debit card payments are subject to the approval of the card issuer, and x-hoppers will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason. Customer is responsible for any credit card chargeback or similar fees for refused or rejected payments that x-hoppers is entitled to charge under this Agreement. If the payment card associated with Customer’s Account is declined or fails for any reason, x-hoppers will send Customer a notice using the contact information associated with Customer’s Account. x-hoppers may continue to attempt charging Customer’s payment card for outstanding charges and additional fees along with any other rights and remedies available to x-hoppers under this Agreement, at law or in equity.

Unless otherwise stated at the time of purchase or on the invoice, payment is due in full, without deduction or set-off, within thirty (30) days of the date on the invoice.

Any payment not made when due shall accrue interest from the due date until paid in full at the rate of one percent (1%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is lower. Such interest shall be calculated on a daily basis and compounded monthly. The accrual of interest will be without prejudice to any other rights and remedies available to x-hoppers under this Agreement, at law, or in equity.

C. Taxes

All rates, fees, and charges are exclusive of applicable Taxes, for which the Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. Taxes, access fees, universal service or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. If any withholding tax is levied on the payments, then Customer must increase the sums paid to x-hoppers so that the amount received by x-hoppers after the withholding tax is deducted is the full amount x-hoppers would have received if no withholding or deduction had been made.

D. Billing Disputes

If a Customer reasonably and in good faith disputes any portion of x-hoppers’s charges, it must provide written notice to x-hoppers within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer’s dispute as to any portion of the invoice will not excuse Customer’s obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customers must pay any unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future charges. Customers will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement.

4. Provision of the Service

A. General Terms

x-hoppers will provide the Services as described in the relevant Service Attachment. x-hoppers may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer’s consent.

B. Customer Care/Technical Support

Customers must contact x-hoppers Reseller signed agreement with, to resolve billing, technical other issues, or clarify questions related to the use of the Services.

C. Telephony/SMS services (CLASSOUND)

In order to use the CLASSOUND services from WILDIX, the Customer must have access to an Internet connection that meets the minimum technical requirements of the subscribed services, i.e. at least 60 kbps, the Minimum Guaranteed Bandwidth for each simultaneous VoIP call to and from the CLASSOUND service.

In order to use telephony services or services that provide for the sending of messages of any kind that include an indication of the sender, the Customer must perform validation procedures. WILDIX reserves the right to: request the execution of these procedures, including for the provision of other services or for any anti-fraud checks; not activate services or to deactivate existing services if the Customer does not carry out these validation procedures.

D. SERVICE AVAILABILITY

The availability commitment for the WILDIX services is 99.98%, disregarding any scheduled periods of unavailability for preventive maintenance notified in advance.

5. Use of the Service

A. Service Requirements

The Services are dependent upon Customer’s maintenance of sufficient Internet access, networks and power as set forth in x-hoppers

x-hoppers will not be responsible for any deficiencies in the provision of the Services if Customer’s network does not meet x-hoppers’s Technical Sufficiency Criteria.

B. Use Policies

Customers may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. Customers may not use, or permit the use of the Services to interfere with the use of x-hoppers’s Services by others, or with the operation of the x-hoppers Network. Customers may not resell the Services. Any breach of this Section 5B (Use Policies) will be deemed a material breach of this Agreement.

x-hoppers may update the Use Policies from time to time and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to the Customer.

i. Acceptable Use Policy The Services must be used in accordance with x-hoppers’s .

Notwithstanding anything to the contrary in this Agreement, x-hoppers may act immediately and without notice to suspend or limit the Services if x-hoppers reasonably suspects fraudulent or illegal activity in the Customer’s Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the x-hoppers Network, provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use.

x-hoppers will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact x-hoppers Support in advance to avoid any Service disruption.

ii. VoIP and Emergency Services (ES)

x-hoppers will provide Enhanced 911 (999 Emergency Services) service in compliance with Ofcom regulations. Customers are required to provide and maintain up-to-date location information for all VoIP-enabled devices.

Customers must affirmatively acknowledge the 911 limitations in writing before service activation.

Limitations:

Customers acknowledge that VoIP-based 911 service may not function in the event of an internet or power outage.

x-hoppers will not be liable for any failure of the 911 service due to incorrect or non-updated address information.

VoIP ES calls may not connect to the ES call center serving your current location or may improperly ring to the administrative line of the ES call center, which may not be staffed after hours or by trained ES operators.

VoIP ES calls may correctly connect to the ES call center but not automatically transmit the caller's phone number and/or location information.

VoIP Customers may need to provide location or other information to their VoIP providers, and update this information each time they change locations for their VoIP ES service to function properly.

Obligations:

Provide your accurate physical address to WILDIX to ensure that emergency services can quickly be dispatched to your location.

Be familiar with WILDIX procedures for updating your address, and promptly update address information in the event of a change.

Have a clear understanding of any limitations of your ES service.

Inform children, babysitters and visitors about your VoIP service and its ES limitations, if any.

If your power is out or your internet connection is down, be aware that your VoIP service may not work. Consider installing a backup power supply, maintaining a traditional phone line or having a wireless phone as a backup.

If you have questions about whether the phone service you are receiving is an interconnected VoIP service, contact your service provider for further information.

ES call centers currently lack the technical capability to receive photos and video. In addition, the ability to send text messages to ES is only available in certain areas.

Emergency Service Disclosure Applicable to all Calling Services Offered by WILDIX

The limitations detailed below are applicable to all x-hoppers services. Customer agrees to inform all users of x-hoppers services of the potential complications arising from the delivery of emergency services when dialing ES. Specifically, Customer acknowledges and agrees to inform all employees, guests and other third persons who may use x-hoppers VoIP services of the limitations detailed below associated with all of x-hoppers emergency calling capabilities.

All x-hoppers services have ES capabilities that are different from those offered by traditional providers of local telephone services: Customer acknowledges and agrees that all of x-hoppers services are Internet based and that the ES calling capabilities associated with x-hoppers services are different from those offered by traditional providers of local telephone services. VoIP services may be subject to limitations in emergency scenarios and should not be considered a guaranteed substitute for traditional telephone services. Customer should maintain alternative means of calling emergency services

ES Service will NOT Work If You Experience A Power Outage, Service Outage or any other network disruption. Outages of your electricity and problems with your connection, including network congestion, will disrupt any x-hoppers service and you will not be able to use it for ES emergency calling.

ES Service Will NOT Work If Your Service Is Disconnected Or You Experience An Outage For Any Reason. If you have a service outage due to a suspension of your account due to billing issues or for any other reason, you will not be able to use any x-hoppers services for any calls, including for emergency ES calls.

You May Not Be Able to Reach the Correct Emergency Services If You Have A Telephone Number That Does Not Match Your Actual Geographic Location. VoIP services are technically capable of being used in locations that are not associated with the traditional geographic area of a telephone number. These capabilities can cause ES problems however. All ES capabilities will only be available in the location that you have associated with the particular x-hoppers assigned direct-inward-dial (“DID”) telephone number assigned to the Customer. For Basic ES Services or EES to be accurately routed to the appropriate emergency call center, the Customer must provide accurate DID telephone numbers as the call-back telephone number for all ES calls and accurate address information. Additionally, if you are using the service in a location that uses a different area code than the area code in the number you are using with your VoIP service, when you dial ES you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, your call may not reach the emergency personnel near your actual physical location and the emergency personnel may not be able to transfer your call or respond to your emergency.

You May Not Be Able To Reach the Correct Emergency Service Center If You Fail to Register A Valid Service Address. Failure to provide a correct physical address in the correct format may cause all Basic ES Service or EES calls to be routed to the incorrect local emergency service provider. Furthermore, use of any x-hoppers service from a location other than the location to which such service was ordered, i.e., the “primary registered address,” may result in Basic or Enhanced ES calls being routed to the incorrect local emergency service provider.

You May Not Be Able to Reach the Correct Emergency Services If You Move Your Phone to a Location Different From the Address You Initially Registered. It is important that you register accurate location information every time you move the equipment associated with your x-hoppers service. If you move your x-hoppers equipment to another location without reregistering, when you dial ES, you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, if you have not provided valid location information you will not be calling the emergency personnel near your actual location and this emergency personnel may not be able to transfer your call or respond to your emergency.

You May Not Be Able to Reach the Correct Emergency Services If You Fail to Accurately Register or Reregister Your New Location Or Call ES Within 48 Hours of Updating Your Location. It is important that you register an accurate location when you initiate your service and every time you move the equipment associated with your x-hoppers VoIP service. When you change your location, it may take up to 48 hours for your location change to be reflected in our records. During that time, you may not be able to reach the correct emergency services center or any emergency service provider by dialling ES.

iii. Numbering Policy

x-hoppers will comply with Ofcom Local Number Portability (LNP) regulations, ensuring that Customers may port their telephone numbers to another provider upon request.

Customers may not be charged any unreasonable fees for porting out their numbers.

The numbers assigned by WILDIX for fax and voice services can both send and receive simultaneous calls in either direction.

In the event that the networks or telephone lines connected to the WILDIX systems experience congestion or malfunction, calling users may receive a busy signal, although WILDIX does everything possible to avoid this result. Note that guaranteed CLASSOUND restoration time (SRT) is 8 hours.

The Customer acknowledges his right to claim the ability to port the number assigned by WILDIX to another operator according to the procedure established by the relevant laws and regulations. The conclusion of the transfer procedure does not imply the termination of the contract for the services provided by WILDIX.

6. Termination

A. Termination for Cause

Either Party may terminate this Agreement and any Services purchased hereunder in whole or in part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) to the extent permitted by law upon the commencement by or against the other Party of insolvency, receivership, or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.

B. Effect of Termination

a) If Customer terminates the Services, a portion of the Services, or this Agreement in its entirety due to x-hoppers’s material breach under Section 6(A) (Termination for Cause), Customer will not be liable for any fees or charges for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued usage before the Services are disconnected), and x-hoppers will provide Customer a pro-rata refund of all prepaid and unused fees or charges paid by Customer for terminated Services.

b) If this Agreement or any Services are terminated for any reason other than as a result of a material breach by x-hoppers or as set forth in Section 14(K) (Regulatory and Legal Changes), the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of x-hoppers, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then-current Term plus related Taxes and fees.

7. Intellectual Property

A. Limited License

1. Subject to, and conditional upon Customer’s compliance with, the terms of this Agreement, x-hoppers grants to Customer and its End User a limited, personal, revocable, non-exclusive, non-transferable (other than as permitted under this Agreement), non-sublicensable license to use any software provided or made available by x-hoppers to the Customer as part of the Services (“Software”) to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services and subject to the Customer being current on its payment obligations.

2. Customer is not allowed to:

a) Sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity;

b) modify, adapt or create derivative works of the Software or any associated documentation;

c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software;

d) use the Software for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use;

e) create any competing Software or Services; or

f) remove any copyright or other proprietary or confidential notices on any Software or Services.

B. Intellectual Property (IP) Rights

i. x-hoppers Rights

Except as expressly provided in this Agreement, the limited license granted to Customer under Section 7(A) (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services, any related materials, or in any Intellectual Property and no IP Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise.

All rights not expressly granted herein are reserved and retained by x-hoppers and its licensors. The Software and Services may comprise or incorporate services, software, technology or products developed or provided by third parties, including open source software or code. Customer acknowledges that misuse of x-hoppers Services may violate third-party IP Rights.

ii. Customer Rights

As between x-hoppers and Customer, Customer retains title to all IP Rights that are owned by the Customer or its suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to x-hoppers a limited, personal, non-exclusive, royalty-free, license to use Customer’s IP Rights in the same. Customer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content that includes personal or confidential information or incorporates any third-party IP rights.

C. Use of Marks

Neither Party may use or display the other Party’s trademarks, service mark or logos in any manner without such Party’s prior written consent.

8. Confidentiality

A. Restrictions on Use or Disclosures by Either Party

During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.

Each Party may disclose Confidential Information only to those of its employees, agents, or subcontractors who have a need to know it in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party’s confidential Information in any legal proceeding or to a governmental entity as required by Law.

These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party's possession; or which the Disclosing Party confirms in writing is free of such restrictions.

Upon termination of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party’s request, return to the Disclosing Party, all Disclosing Party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection.

Without prejudice to the provisions of the previous point, each party shall keep secret all information acquired in relation to the supply relationship. Each party takes every necessary precaution in order to safeguard the confidentiality and secrecy of such information and to prevent its disclosure to third parties, and will limit its communication only to employees and consultants who have an effective need to know it for the purposes referred to in this supply relationship in compliance with the need to know principle, undertaking not to disclose the information to third parties, not to make it public or accessible by any other means unless it is expressly permitted with written consent issued by the party making the disclosure or delivery of information; it being understood that each party will not be deemed in breach of the provisions of this article as a result of communications made in compliance with the provisions contained in any rule or regulation or order promulgated by public authorities having jurisdiction over it in relation to the execution of this Agreement and to the operations envisaged therein. Each party ensures that these commitments are also respected by its directors, statutory auditors, employees, promoters, and consultants to whom such information has been communicated. The confidentiality obligations set forth herein will cease at the end of the first year from the date of termination of the effectiveness of this Agreement.

WILDIX shall not access and/or intercept the content of the messages and/or the telephone calls transmitted through its systems, and shall not communicate it to third parties, except in the cases provided for by law at the request of the Judicial and Police Authorities. Similarly, it complies with the law for the management of traffic data. The Customer may request the publication of his personal data from the telephone directories in accordance with the relevant legislation and regulations.

The Customer appoints WILDIX responsible for the processing of the identification data of the telephone communications received by the user. WILDIX will keep such data for the time requested by the Customer. WILDIX will protect such data with the organizational and logical measures required by law.

Communications Security. As part of the telecommunications service provided, adequate security measures are adopted to protect communications. Nevertheless, there may be situations that allow unauthorized third parties to learn the content of the communications even unintentionally. In particular, unless encryption systems are adopted, the messages circulating on the networks are in the clear, and the networks prove to be easily attacked despite the adoption of up-to-date protection systems.

9. Data Protection

A. Data Privacy

x-hoppers respects Customer’s privacy and will only use the information provided by Customer to x-hoppers or collected in the provision of the Services in accordance with: the

x-hoppers may update the Data Processing Addendum from time to time and will provide notice of any material updates to the Customer as required by applicable Laws at the email address on file with the Account.

Such updates will be effective thirty (30) days after such notice to the Customer.

B. Data Security

x-hoppers will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer’s Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification.

Customers must protect all Endpoints using industry-standard security measures. The Customer is solely responsible for keeping all user identifications and passwords secure. Customers must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify x-hoppers immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify x-hoppers may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. x-hoppers will not be liable for any charges resulting from unauthorized use of the Customer's Account.

C. Software Changes

x-hoppers may from time to time push software updates and patches directly to Customer’s device(s) for installation and Customer will not prevent x-hoppers from doing so. Customers must promptly implement all fixes, updates, upgrades and replacements of software and third-party software that may be provided by x-hoppers. x-hoppers will not be liable for the inoperability of the Services or any other service failures due to the failure of the Customer to implement the required changes in a timely manner.

10. Limitation of liability

A. Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.

B. Direct Damages

EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE PREVIOUS SIX (6) MONTHS. LIMITATIONS UNDER THIS SECTION 10(B) (DIRECT DAMAGES) WILL NOT APPLY TO: (I) Customer PAYMENT OBLIGATIONS; (II) EITHER PARTY’S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY’S IP RIGHTS; (III) EITHER PARTY’S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT; OR (IV) Customer’S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE POLICY OR EMERGENCY SERVICES POLICY.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

C. Survival

The limitations of liability contained in this Section 10 (Limitation of Liability) will survive termination or expiration of this Agreement and apply in any and all circumstances (except as expressly set forth above), including without limitation in the event of any failure of the essential purpose of any limited warranty or available remedy provided herein.

D. Limitation Of Liability And Indemnity

WILDIX will not be liable — neither to the Customer nor to subjects that are directly or indirectly connected to the Customer — for delays, malfunctions, suspensions, and/or interruptions in the provision of the Service caused by: force majeure or unforeseeable circumstances; tampering with or interventions in services or equipment carried out by the Customer or by unauthorized third parties; failure by the Customer to comply with the conditions of access to the Service; incorrect use of the services by the Customer; malfunctions of the connecting devices; use by the Customer of incompatible tools and/or programs (software); connectivity malfunctions dependent upon another operator.

WILDIX, having no control over the equipment involved, is in no way responsible for disruptions caused by switching errors on a public telephone network which involve the delivery of calls to WILDIX using an incorrect destination telephone number.

WILDIX is never in any way responsible for malfunctions in CLASSOUND services that are attributable to an incorrect/inappropriate/incompatible configuration by the Customer, or to any part of the network not under the control of WILDIX, including malfunctions due to the infrastructures of third-party operators.

WILDIX is never in any way responsible for telephone calls made by its Customers. The Customer explicitly indemnifies WILDIX about any possible request for damages by third parties regarding the content of his messages or telephone calls.

WILDIX is in no way responsible for any damage that may arise to the Customer or to third parties due to the assignment, pursuant to regulatory provisions, of numbers previously attributed to others.

WILDIX is in no way responsible for any improper use of numbers by the Customer, who indemnifies WILDIX from any request for compensation or sanctions by the regulatory authority or third parties.

In any case, WILDIX is not responsible for damages caused by breakdowns, interruptions or overloads of the electric, telephone, national and international lines that prevent the regular use of the Services.

WILDIX cannot in any way be held responsible for any of its obligations under the terms of this contract if such failure is caused or derives from an event of force majeure without any limitation, including but not limited to the following examples: fire, flood, strike, cable or fiber cuts, lightning, civil unrest, governmental or military authority acts, changes in law, terrorism, force majeure, and prolonged periods of general power outage; nor can it be responsible for non-fulfillment by third parties that affect the functioning of the Services.

The Customer relieves WILDIX from any responsibility for any attacks and/or intrusions by third parties from the network through the equipment with which the service is provided. The Customer declares that he is aware that third parties can access systems via the Internet and can overcome the security of the systems to use them improperly and cause damage to third parties. In the event that WILDIX detects an intrusion attempt through the accesses and data it lawfully disposes of for the provision of the service, it may interrupt the service, without any obligation, until the Customer takes steps to implement the measures necessary to prevent the situation from persisting. The Customer shall hold harmless from any direct and/or indirect damage as well as the payment of any charge, expense, indemnity or any prejudice that may be suffered by WILDIX or the employees or collaborators of the parties or other subjects who use the services or even those who are only connected or occasioned by the execution of this contract by their employees and/or collaborators, consultants, their representatives as well as their substitutes, even on an extra-contractual basis.

11. Indemnification

x-hoppers shall indemnify and defend Customer against any third-party claim alleging that the Services infringe valid intellectual property rights, provided Customer promptly notifies x-hoppers

A. Indemnification Obligations

Customer agrees to indemnify and defend x-hoppers and its Affiliates at Customer’s expense, from and against any and all third-party claims, arising out of or in connection with: i) material violation of applicable Law by the Customer or its End Users in connection with the use of the Services; ii) use of the Services in a manner not authorized by this Agreement; iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of x-hoppers, or iv) claims relating to Customer Content. Further, the Customer will indemnify and hold harmless x-hoppers against all damages, costs, and legal fees finally awarded against x-hoppers by a court of competent jurisdiction in connection with such third-party claim or agreed to in a written settlement agreement approved in writing by the Customer.

B. Defense and Indemnification Procedures

Any Party seeking defense or indemnification (the “Indemnified Party”) must provide the Party from which it seeks such indemnification or defense (the “Indemnifying Party”) with the following: (a) prompt written notice of the third-party claim, (b) sole control over the defense and settlement of the third-party claim, and (c) reasonable information, cooperation, and assistance in connection with the defense and settlement of the third-party claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section (Indemnification) except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party will have the right to participate at its own expense in the defense of such third-party claims, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party’s express written consent (which such consent may not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such third-party claim.

12. Warranties

A. x-hoppers Warranty

x-hoppers will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the extent permitted by Law, x-hoppers shall pass through to Customer any and all warranties x-hoppers receives in connection with equipment provided to Customer.

B. Customer Warranty

Customer’s and its End Users’ use of the Services must at all times follow all applicable Laws and this Agreement.

C. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND x-hoppers MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT WILDIX CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Dispute Resolution

A. Good Faith Attempt to Settle Disputes

In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a duly authorized representative who will confer with the other Party before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

B. Venue

In the event that the Parties are unable to resolve a Dispute, any related action, lawsuit, or proceeding must be brought and adjudicated exclusively by the courts located in the United Kingdom

Each Party hereby consents to and agrees to submit to the exclusive venue and personal jurisdiction of such courts with respect to any such actions or lawsuits and irrevocably waives any right that it might have to assert that either forum is not convenient or that any such court lacks jurisdiction.

C. Equitable Relief

Any breach of either Party’s IP Rights will cause that Party irreparable harm for which monetary damages will be inadequate and such Party may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in addition to any other relief to which such Party may be entitled under applicable Law.

D. Limitations

Except for actions for non-payment or liability arising from Section 11 (Indemnification), no claim, suit, action, or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. Any actions, lawsuits, or proceedings must be conducted solely on an individual basis, and the Parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or in any other capacity acting in a representative capacity.

14. Acceptable Use Policy

Any and all use of x-hoppers Services is subject to and conditioned upon compliance with the Acceptable Use Policy (“AUP”).

This Acceptable Use Policy applies to all x-hoppers Services. Please carefully review the following to determine if the Services you have purchased are subject to additional, service-specific prohibitions.

A. The Services (including any device, system, network, or account used in connection with the Services, or the x-hoppers Network) may not be used to:

Illegal activity. Violate any applicable law or regulation related to the use of the Services.

Resale Prohibited. Engage in resale activities.Customer may not sell, resell, sublicense, assign, or license the Service or any component thereof, or use or offer the same on a service-bureau or time-sharing basis.

NO HIGH RISK USE. Engage in high risk use of the Services. The Services may not be available in the event of a loss of power or internet connectivity, or network congestion. The Services are not designed, intended, or recommended for use in any situation where, in the normal course of use, service disruption could cause personal injury or death (“high-risk use”). High-risk use is prohibited except to the extent that you have fail-safe alternatives in place at all times.

Infringing activity. Infringe, misappropriate, or otherwise violate x-hoppers’s or anyone’s rights (including intellectual property, privacy, personality, or publicity); or display or use x-hoppers’s marks without consent or in violation of x-hoppers policies.

Minors. Exploit or harm minors (e.g., expose them to inappropriate content; ask for personally identifiable information without parental consent).

Malicious activity. Transmit any material that contains viruses, time or logic bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.

Objectionable activity. Act in an indecent, offensive, threatening, harassing, defamatory, libelous, fraudulent, malicious, disruptive, tortious, or other objectionable manner, including making calls or sending messages that contain phishing or spam content

Misrepresenting origin and/or identity. Mislead recipients as to Customer’s identity; create a false caller ID (e.g., ID spoofing); forge addresses or headers; or fraudulently undertake other technical measures to misrepresent the origin or identity of the sender.

Harvest information; spam; bulk messages. Without consent, harvest or collect information about third parties or End Users, or send bulk communications.

Excessive or unauthorized use. Use any device, system, network, account, plan, or the Services in an unauthorized manner or in excess of reasonable business use (e.g. interfere, inhibit, compromise, or otherwise harm the Services or the x-hoppers Network (regardless of intent or knowledge)).

Circumvent compliance or security. Take advantage of, bypass, exploit, defeat, disable, or otherwise circumvent limitations of the Services or security mechanisms, or fail to comply with this AUP or any law.

Interception. Intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communication or data for any purpose.

B. x-hoppers Services are intended for regular business use between individuals and not for high-volume commercial messaging or call center calling. In addition to the prohibitions described in (A) above, x-hoppers Services, (including any device, system, network, or account used in connection with the Services, or the x-hoppers Network) may not be used to:

Auto-dialing; trunking;

automated use: Perform auto-dialing or “predictive dialing”

Trunk or forward your x-hoppers phone or fax number to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or a key system

Use the Services in any way that is inconsistent with typical human operation, including automatic use of the x-hoppers Services (e.g., use of desktop automation software or similar tools); send voice calls or text messages containing phishing or spam.

The list above is not exhaustive or exclusive. For purposes of this AUP, “End User” means an individual user of the Services, and may be a natural person, and may include but is not limited to a Customer’s employees, consultants, clients, external users, invitees, contractors and agents. Except as otherwise provided, terms defined in the Agreement have the same meanings as when used in this AUP.

x-hoppers may act immediately and without notice to suspend or terminate the Services if, in x-hoppers’s sole discretion, Customer’s or its End Users’ use of the Services violates the terms of this Acceptable Use Policy.

Customers may cancel any services purchased under this Agreement with written notice to x-hoppers within thirty (30) days of the date on which the purchase becomes effective.

Except as otherwise provided in the Agreement between the Parties, in the event of a timely cancellation, the Customer shall not owe any fees or charges for the services being canceled in respect of any period subsequent to the date of such written notice (except those arising from continued usage), and shall be entitled to a pro-rata refund of any prepaid and unused fees for the services subject to the cancellation. All purchases are final after 30 days.

15. Numbering Policy

The Customer may in no case use the services for illegal purposes and/or to cause nuisance to third parties.

In the case of a violation of national or international laws, WILDIX may, at its discretion, immediately suspend the services, without anything being owed to the Customer; in particular, the Customer will have no right to a refund, not even a partial refund, of the subscription fee. The right of WILDIX to take legal action for compensation for any damage suffered remains unaffected.

It is expressly forbidden to use WILDIX's services and systems to carry out, over telephone traffic, arbitration activities, or in general to develop telecommunications traffic by which one may obtain advantages, bonuses, credit, money, or similar benefits for oneself or third parties merely by sending and/or receiving communications of any kind, even those which are received but not replied to. It is forbidden to use WILDIX systems in any way in order to obtain advantages for oneself or for others, including but not limited to by means of telephone calls or SMSes sent to numbers such as mobile or fixed network numbers with so-called "auto top-up" or "reward" offers, or to "premium" or "personal number" or "shared cost" numbers in any country, which return money or credit or benefits to the holder of the number or to whoever uses it. It is forbidden to use WILDIX services to automatically generate outbound call campaigns with or without the recipient’s response. In such cases, WILDIX may, at its discretion, immediately suspend the services and invoice the Customer for any additional costs and expenses incurred due to the characteristics of the traffic developed, without anything being owed to the Customer.

The Customer may not in any way transfer this contract to third parties, either free of charge or for consideration, without the prior written consent of WILDIX.

The service is provided by WILDIX solely in favor of the Customer, who therefore remains solely responsible for allowing the use of the service by third parties.

The Customer shall inform anyone who uses the WILDIX services that the Customer is allowed to review in detail the traffic carried through the service, including all the numbers that are sending calls and all numbers receiving calls.

The Customer shall use the numbering assigned to him in compliance with the regulations applicable in the country where the DIDs are assigned. WILDIX reserves the right at any time to carry out checks regarding compliance with the aforementioned rule, which may be manual or automatic, even should technical means be available. If WILDIX detects use of the numbers that do not comply with regulations, WILDIX may revoke the use of the number by the Customer and terminate the existing contract, without anything being owed to them.

In the event of the development of traffic deemed anomalous by WILDIX, or in the event of the triggering of automatic or manual anti-fraud systems by WILDIX that lead to suspicion of even potential fraud, or of illicit activity or contractual violation, or in the event that technicians may put the infrastructure of WILDIX or other operators at risk, WILDIX may suspend, even selectively, the services provided to the Customer without anything being owed to the same. WILDIX will reactivate the services if verifications do not confirm the suspicions. The right of WILDIX to take legal action for compensation for any damage suffered remains unaffected.

If WILDIX detects usage of the service that does not comply with the regulatory provisions governing call center activities, it may suspend the service, even in the face of mere suspicion, and, once the abuse has been ascertained, may revoke the use of the number by the Customer and terminate the existing contract, without anything being owed to the latter.

Number Porting

A. Number Port-In Request Procedures.

Customers must keep their existing service active to port a phone number to x-hoppers.

In order to request the porting of a telephone number into an Account, the Customer must initiate the process via a x-hoppers Reseller.

B. The Number Porting Process.

To request the porting out to another service provider of a telephone number currently assigned to an Account, you must follow the instructions specified by that service provider and must provide all information and cooperation requested by the relevant other service providers, x-hoppers, or any other relevant third party. The porting of phone numbers into or out of an Account requires Customer’s provision of specific and detailed information to x-hoppers and/or other service providers, and procedures imposed by other service providers or x-hoppers to follow law and industry standards. Therefore, the completion of any number port request may depend on factors outside of x-hoppers’s control, including delays caused by the Customer and/or other service providers.

C. Unauthorized Port Outs

x-hoppers is required by law to follow any valid porting request. Phone numbers may be ported out from an Account due to acts or omissions of third parties.It may be difficult or impossible for x-hoppers to: (i) prevent such port-outs; (ii) retrieve numbers ported out of an Account; or (iii) port such numbers back into an Account. x-hoppers has no responsibility or liability due to such port-outs.

D. Accurate Porting Information

The Customer represents and warrants that all information provided in connection with any request to port in or port out numbers to or from the x-hoppers Services (including without limitation any information or representations in any Letter of Agency) by the Customer or any party acting on its behalf or direction will be true, accurate, and up-to-date.

E. Customer Compliance with Porting Laws

The porting of numbers is subject to telecommunications and other Laws and may be subject to third-party terms and conditions. The Customer, and/or any party acting on the Customer’s behalf, shall not: (i) violate any applicable Law or engage in any fraudulent or deceptive conduct in its porting-related requests or activities; (ii) engage in or facilitate “slamming” or the porting out of any telephone or facsimile number or change or attempt to change any party’s telephony service provider without first obtaining the proper, requisite consents and authorizations; or (iii) violate contractual or other obligations to service providers or other third parties.

F. Release of Numbers

In the event of Account termination or cancellation, all telephone numbers associated with the Account that have not previously been ported to another provider may be released. The cancellation of individual Digital Lines may cause the release of the associated numbers if those numbers have not previously been ported to another provider. Customer is solely responsible for working with its new third-party provider to port out any numbers prior to termination or cancellation of Customer’s Account or Services, or any individual line.

Number Publication by Customer

All new number assignments are provisional until verified by x-hoppers and confirmed by Customer. Customer shall not publicize, list, or communicate any number that is assigned to the Account, or purchase or invest in any materials or media reflecting any such number unless and until Customer has confirmed that such number(s) is(are) active and functioning as desired. Acceptable methods of confirmation include test calling such number(s) from a non-x-hoppers service plan and verifying that the fees and charges that will be incurred for use of such number(s) are acceptable to the Customer.

16. Miscellaneous

A. Relationship of the Parties

x-hoppers and the Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between x-hoppers and the Customer.

B. Assignment

Neither Party may assign the Agreement or any portion thereof without the other Party’s prior written consent (which such consent may not be unreasonably withheld or delayed); however, either Party may assign the Agreement and all of that Party’s rights and obligations thereunder without consent (a) to an Affiliate; (b) to the Party’s successor or surviving entity in connection with a merger, acquisition, consolidation, or sale of all or substantially all of its assets used in connection with the provision of Services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of a Party’s voting control or assets. This Agreement will bind and inure to the benefit of the Parties and their permitted assigns and successors.

C. Notices

Except where otherwise expressly stated in the Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered in person, upon delivery by email, or five days after deposit with a reputable overnight courier service, and addressed as follows:

to x-hoppers at x-hoppers UK. Rolt house, Coventry Canal Basin, St. Nicholas Street, Coventry, West Midlands, CV1 4LY with a copy to Customer at either the physical address or email address associated with the Customer Account. Customers acknowledge and agree that all electronic notices have the full force and effect of paper notices.

The addresses to which notices may be given by either Party may be changed upon written notice given to the other Party pursuant to this Section 16C (Notices).

D. Force Majeure

Excluding either Party’s payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from a Force Majeure Event. The suspension of obligations under this Section 16D (Force Majeure) may under no circumstances be a cause of liability for failure to perform the obligation in question, nor induce the payment of damages or penalties for late performance.

E. Third-Party Beneficiaries

x-hoppers and the Customer agree that there will be no third-party beneficiaries to this Agreement.

F. Internal Customer Activities

x-hoppers does not have any obligation to assist in or otherwise mediate in the event of any dispute between Customer representatives or the Customer and any third party with respect to ownership or control of any Account or Account Data. All information within x-hoppers’s records regarding the ownership or control of an Account or Account Data, Services ordered, and numbers assigned to an Account will be definitive and controlling for purposes of administering the Account. In the event of any such dispute, x-hoppers may take any course of action that it deems appropriate based on the information available, which includes declining to take any course of action.

x-hoppers may access your Account and related data as required to provide the Services. However, x-hoppers has no obligation to access your Account, Account Data, or any Customer Content for any other purposes. Services do not include or consist of any investigation, review, verification, production, compilation, modification, or other similar services for any Account Data or Customer Content. Services do not include providing any legal, accounting, or other professional services.

G. Headings, Interpretation

The headings, section titles, and captions used in the Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the singular form of nouns and pronouns includes the plural, and vice versa. The Parties agree that this Agreement will be deemed to have been jointly and equally drafted by them and that the provisions of this Agreement therefore should not be construed against a Party or Parties on the grounds that the Party or Parties drafted or were more responsible for drafting the provision(s).

H. Governing Law

This Agreement shall be governed and construed according to the following jurisdictional rules: - UK Customers: Laws of England and Wales, exclusive jurisdiction of its courts. - EU Customers: Laws of Estonia, jurisdiction of Harju County Court. - US Customers: Laws of the State of Delaware, jurisdiction of its state and federal courts.

I. Anti-Bribery

Each Party represents that in the execution of this Agreement and in the performance of its obligations under this Agreement, it has complied and will comply with all applicable anti-bribery laws and regulations, including, without limitation, the U.K. Bribery Act 2010 and any other applicable anti-corruption laws and regulations.

J. Export Control

Any services, products, software, and technical information (including, but not limited to, services and training) provided under this Agreement may be subject to UK, and other applicable export control laws and regulations. The Customer will not use, distribute, transfer, or transmit the services, products, software, or technical information (even if incorporated into other products) except in compliance with UK, and other applicable export regulations.

K. Regulatory and Legal Changes

In the event of any change in law, regulation, or industry change that would prohibit or otherwise materially interfere with x-hoppers’s ability to provide Services under this Agreement, x-hoppers may terminate the affected Services or this Agreement or otherwise modify the terms thereof.

L. Entire Agreement

The Agreement, together with any exhibits, Orders, and Service Attachments, each of which is expressly incorporated into this Agreement by this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject.

M. Order of Precedence

In the event of any conflict between the documents comprising this Agreement, precedence will be given to the documents in the following descending order: (i) the applicable Order; (ii) the applicable Service Attachments; (iii) the main body of this Agreement; (iv) Use Policies and Data Processing Addendum; and (v) any other document expressly referred to in this Agreement that governs the Services. However, with respect to data processing, the Data Processing Addendum shall take precedence over any inconsistent terms in any of the documents listed in the previous sentence.

N. Amendments

Except as otherwise provided, this Agreement may only be modified by a written amendment (provided electronically or otherwise) executed by authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, including in the applicable Order, be effective. Notwithstanding the foregoing, x-hoppers may update this Agreement or any of its Equipment, Use Policies, and Data Privacy Policies from time to time and will provide notice to the Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to the Customer. In the event that any such update would be of material detriment to the Customer and is not required by law, the Customer must inform x-hoppers of its objection within ten (10) days of receiving the notice provided under this provision. If the Parties, negotiating in good faith, cannot reach an agreement within thirty (30) days, either Party may terminate the portion of the Services affected by the change without penalty by written notice to the other Party. Any use of the Services after the effective date will be deemed the Customer’s acceptance of the change.

O. Severability and Waiver

In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision(s) will be stricken, and the remainder of this Agreement will remain legal, valid, and binding. The failure by either Party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at law, or in equity.

P. Publicity

Notwithstanding anything to the contrary in this Agreement, x-hoppers may identify the Customer as a Customer (including the use of any Customer logo or trademark). x-hoppers may refer to this Agreement during its earnings calls and in connection with its business deals, press releases, and marketing and/or promotional materials.

Q. Execution

Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (b) the individual executing an Electronic Signature regarding the Agreement on that Party’s behalf has full power and authority to execute and deliver the same; and (c) the Agreement will be a binding obligation of that Party.

R. Electronic Signature and Counterparts

This Agreement may be executed electronically and in separate counterparts, each of which when taken together will constitute one and the same original. Each Party agrees that an Electronic Signature, whether digital or encrypted, is intended to authenticate this Agreement and to have the same force and effect as manual signatures.

S. Survival

The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement or an Order will survive the expiration or termination of this Agreement or the Order, including, without limitation, payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions, and miscellaneous provisions.

17. Attachments

Definitions

Capitalized terms used in this Agreement but otherwise not defined have the following meaning:

1. “Account” means the numbered account established with x-hoppers and associated with the Customer and the Services provided to the Customer under this Agreement. For billing and convenience purposes, multiple services may be included in a single billing account, and/or a single Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by the Customer and accepted by x-hoppers.

2. “Account Data” means any business contact information provided with the Account; x-hoppers-generated logs of calling or other metadata developed or collected in the provision of the Services; configuration data; and records of Digital Lines and any Services purchased under this Agreement.

3. “Administrative Fees” means any administrative recovery fees, ES cost recovery fees, and the like separately charged by x-hoppers to the Customer.

4. “Affiliate(s)” means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and “control” means beneficial ownership of more than fifty percent (50%) of an entity’s then-outstanding voting securities or ownership interests.

5. “Confidential Information” means any information disclosed by or on behalf of the Disclosing Party to the Receiving Party that should reasonably be considered confidential given the nature of the information and the circumstances surrounding its disclosure.

6. “Customer Content” means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences, or other communications transmitted or stored through the Services.

7. “Digital Line” means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits an End User to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account.

8. “Disclosing Party” means the Party disclosing confidential information or on whose behalf confidential information is disclosed by such Party’s agents, including, but not limited to, its Affiliates, officers, directors, employees, and attorneys.

9. “Effective Date” means the date of execution of the initial Order.

10. “Electronic Signature” means an electronic sound, symbol, or process, including clicking a digital button to accept, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.

11. “End Point” means an application or device through which any End User might access and/or use any of the Services, including, without limitation, IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations.

12. “End User” means an individual user to whom the Customer makes the Services available. An End User may be a natural person and may include, but is not limited to, the Customer’s employees, consultants, clients, external users, invitees, contractors, and agents.

13. “Force Majeure Event” means any event or circumstance that is beyond that Party’s control, which are considered without limitation as force majeure: any act of God; national emergency; third-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; Sub-processor failure; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.

14. “Helpdesk” means first-tier support provided to the Customer.

15. “Intellectual Property Rights” or “IP Rights” means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names, and service marks; (f) a person’s name, likeness, voice, photograph, or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances, and extensions of the foregoing (as applicable).

16. “Law” means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing UK or other applicable governmental authority with jurisdiction over the Services.

17. “Order(s)” means a request or order for Services describing the type and quantity of Services required by the Customer and submitted and accepted by the Parties in accordance with . The Order may be presented and executed on the x-hoppers website or via the Administrative Portal.

18. “Receiving Party” means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees and attorneys receiving confidential information.

19. “x-hoppers Customer Care” means x-hoppers’ Customer support operations

20. “x-hoppers Network” means the network and supporting facilities between and among the x-hoppers points of presence (“PoP(s)”), up to and including the interconnection point between the x-hoppers network and facilities, and the public Internet, private IP networks, and the Public Switched Telephone Network (PSTN). The x-hoppers Network does not include the public Internet, a Customer’s own private network, or the PSTN.

21. “Service Attachment” means documents appended to the Agreement containing additional terms for equipment and Services.

22. “Start Date” means the date so identified in the relevant Order or the date on which the Customer orders Services

23. “Taxes” means any and all national, regional, local, municipal, or foreign taxes, duties, levies, and fees charged or collected from Customers, including but not limited to Value Added Tax (VAT) and any other applicable regulatory or governmental charges under UK law.

24. “Term” means the Initial Term plus any Renewal Terms.

25. “Use Policy” refers to any of the policies identified in

Services

This Service Attachment is a part of your Agreement with x-hoppers that includes the terms and conditions agreed by the Parties under which x-hoppers will provide to the Customer the x-hoppers Services.

Service Overview

The Services are a cloud-based, on premise or Virtual unified communications service that includes enterprise-class voice, fax, call handling, mobile apps

Technical Sufficiency Criteria

Customers must follow specific Technical Sufficiency Criteria to ensure optimal performance, security, and reliability while using x-hoppers services. These criteria encompass infrastructure, hardware, software, security, and other technical aspects

Network Infrastructure

Use internet access with low latencies to manage real-time traffic such as VoIP and Video:

Hardware Requirements

Compatible devices including IP phones, headsets, computers, and mobile devices that meet x-hoppers specifications.

Quality routers, switches, and firewalls that support QoS and can manage real-time traffic load.

Uninterruptible power supplies (UPS) for critical network components to prevent service disruption during power outages.

Software and Operating Systems

Use of supported operating systems such as Windows 10 or later, macOS, Linux distributions, iOS, and Android.

Browser Compatibility: Google Chrome, Mozilla Firefox, Safari, and Microsoft Edge with up-to-date versions.

Regular Updates: Ensuring all software, including operating systems and browsers, is regularly updated to the latest versions to maintain security and compatibility.

Security Standards

Implement TLS encryption for all communications to ensure data security and privacy.

Use of strong passwords and multi-factor authentication (MFA) to secure access to x-hoppers services.

Proper configuration of firewalls to allow necessary traffic while blocking unauthorized access.

Scalability and Resource Management

Customers must plan and provision for scaling resources to match their growth and communication needs.

Adequate allocation of hardware and network resources to handle peak usage periods without performance degradation.