General Terms and Conditions

These General Terms and Conditions are incorporated by reference into and made part of the Master Services Agreement (“MSA”) by and between Dialpad, Inc. and Customer, as defined in the corresponding Service Order (such Service Order and any subsequent service orders, each a “Service Order”).

1.SERVICES

1.1General. During the Term (as defined in Section 2.1 herein) of this MSA, Dialpad agrees to provide the goods and services as described in any applicable Service Order (“Services”) to Customer primarily via browser-based and/or downloadable software, which includes any updates, enhancements, modifications or new versions of the same (collectively, “Software”). Dialpad may make enhancements and modifications to the Software and Services from time to time. Dialpad will also use commercially reasonable efforts to provide Customer with Dialpad’s standard support services, through email or telephone, for the Software and Services. Services may be temporarily unavailable for unscheduled emergency maintenance, either by Dialpad or by third-party providers, or because of other causes beyond Dialpad’s reasonable control.

1.2.License Grant. Dialpad grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as provided herein), royalty-free license to use the Software (in object code format only) and the Services solely during the Term. For the avoidance of doubt, the license granted herein authorizes Customer to use the Software and Services for the benefit of Customer’s Affiliates (as defined below) at no additional cost or expense to Customer. Customer may further allow its contractors, agents and any other third party to whom Customer authorizes access to use the Software and Services on its behalf (“Authorized User”); provided that Customer will be responsible and fully liable for Affiliates’ and Authorized Users’ compliance with this MSA. “Affiliates” means any company, existing now or in the future, owning at least fifty percent (50%) or majority owned by, either directly or indirectly, or controlling, controlled by or under common control with either party, as long as such ownership or control exists, and their directors, officers and employees.

1.3Additional Licenses. For purposes of clarification, Customer may self-provision additional licenses and the fees for such licenses will be invoiced by Dialpad to Customer throughout the applicable Service Term during which such licenses are provisioned. The term for such self-provisioned licenses will commence on the applicable provision date and be coterminous with the then current Initial Service Term or Renewal Service Term, as applicable, as set forth in the respective Service Order. The initial invoice for such self-provisioned licenses will reflect prorated fees for the then-current billing cycle and include a pre-payment for the next billing cycle, and fees for subsequent Renewal Service Terms will be included in the applicable invoice sent by Dialpad for the remainder of the term of the applicable Service Order.

1.4Restrictions. Except as otherwise expressly permitted in this MSA, in no event will Customer: (i) disclose or distribute to any third party the Services or Software or any portion thereof; (ii) copy, modify, adapt, publicly display or publicly perform or create derivative works of the Services or Software or any portion thereof or permit any third party to do any of the foregoing; (iii) rent, lease, resell, grant a security interest in, or otherwise attempt to transfer rights to, the Services or Software; (iv) use, or permit any third party to access or use, the Services or Software or any portion thereof for time-sharing, rental or service bureau purposes; (v) decompile, reverse assemble or otherwise reverse engineer the Services or Software or any portion thereof, or permit any third party to do so, except to the extent otherwise expressly permitted by law; or (vi) remove, alter or disable any Dialpad trademarks or other proprietary or restrictive notices or labels on any Services or Software.

1.5Access to Dialpad Software and Services. Customer will designate an administrator (“Customer Administrator”) who will grant and manage access to individual employees or other end users. The Customer Administrator will have access to the settings for its end users’ accounts and will have the option to select the area code(s) and phone numbers for its end users. Upon account creation by the Customer Administrator, end users will be able to use the provided numbers and may change account settings or profile information by logging into their accounts through Dialpad’s website. Dialpad may make changes to account settings upon Customer request.

1.6Customer Data and Security. Customer will be responsible for maintaining the security of Customer’s credentials (including administrative and end user passwords) and files, and for all uses of Customer’s business account, with or without Customer’s knowledge or consent, including through usage of Customer’s credentials due to any security breaches of Customer’s systems, except to the extent any such breach was the direct result of Dialpad’s failure to fulfill its obligations hereunder. Customer will be solely responsible for collecting, entering and updating the Customer Data. Dialpad will take commercially reasonable precautions, including technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer Data. “Customer Data” as used herein means data and/or information regarding Customer, its Affiliates and/or Customer’s end users: (a) provided to Dialpad hereunder; or (b) to which Dialpad has access or control, or which Dialpad has accessed, in each case, in connection with the provision of the Software and Services contemplated in this MSA, including all personally identifiable information.

1.7 Third-Party Services. Certain of the Services allow Customer to connect to various third-party services via API or other integrations (“Linked Services”) and may contain links to other third-party websites and services. Dialpad is providing these connections to Customer only as a convenience, and the inclusion of any connection or link does not imply endorsement by Dialpad of the Linked Services, website or policies, or any association with its operators. Customer’s access and use of such Linked Services is governed solely by the terms and conditions of such Linked Services. Dialpad is not responsible or liable for the contents or behavior of any Linked Services, including without limitation, any link contained in a Linked Service (or the policies or procedures of that Linked Service), or any changes or updates to a Linked Service (or the policies or procedures of that Linked Service). By using any product, service or functionality of the Linked Services at its own option, Customer hereby acknowledges and consents that Dialpad may share Customer information and data with such Linked Services. By connecting such Linked Services, Customer agrees that it is consenting to the necessary continuous integration and information sharing about Customer and its end users to such Linked Services. Customer also hereby agrees to hold Dialpad harmless from any liability caused by such Linked Services, including but not limited to data breaches, and other acts or behaviors stemming from such Linked Services.

1.8 Dialpad Compliance. Dialpad will, at its own expense, obtain and maintain any approvals, licenses, filings or registrations applicable to Dialpad and necessary for Dialpad to perform its obligations pursuant to this MSA.

1.9 Technical Support Services. Customer will respond to questions and complaints from its end users or third parties relating to use of the Services. If Customer is unable to resolve such support issue, then Customer may escalate such issue to Dialpad’s Customer Support Department (support@dialpad.comorhttps://dialpad.com/contact-support).

2.TERM AND TERMINATION

2.1Term. This MSA commences on the Effective Date and, unless earlier terminated pursuant to the terms of this MSA, will continue in effect for so long as there is a Service Order or Statement of Work in effect between the parties (“Term”).

2.2Termination.

(a)In the event of a material breach of this MSA that is capable of cure (including in the case of non-payment), but that is not cured within thirty (30) days of written notice thereof, the non-breaching party may terminate this MSA by written notice delivered to the other party at the end of the cure period.

(b) Either party may terminate this MSA immediately by written notice if the other party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files or has filed against it a petition in bankruptcy or seeking reorganization; (iv) has a receiver appointed; (v) institutes a proceeding for liquidation or winding up; (vi) breaches its obligations under Section 1.4 (Restrictions) herein; or (vii) breaches its confidentiality obligations herein or any other material obligation that is not capable of cure.

2.3 Effect of Termination. If Customer terminates this MSA due to an uncured material breach by Dialpad, Customer will be entitled to a refund for amounts prepaid for Services not rendered prior to termination. If Dialpad terminates this MSA due to an uncured material breach by Customer, including for non-payment of any undisputed service fees, other fees and/or charges, Customer agrees to pay Dialpad all remaining unpaid service fees for the Service Term, including all related taxes, surcharges, fees and other charges. All sections of this MSA which by their nature may reasonably be assumed to be intended to survive expiration or termination will survive expiration or termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability. Further, in the event of any action by Dialpad to collect any amount not paid when due, Customer will pay or reimburse Dialpad’s costs of collection (including any reasonable attorneys’ fees and court costs).

3.FEES; PAYMENTS

3.1Fees. In consideration for the Software and Services provided by Dialpad, Customer will pay Dialpad the fees set forth in the Service Order, in accordance with the terms set forth therein.

3.2 Taxes. All payments for Services under this MSA will be made free and clear and without deduction for all present and future Taxes. “Taxes” means all withholding taxes, levies, imposts, duties, fines or other charges of any nature, however imposed, by any country or any subdivision or authority thereof in any way connected with this MSA, or any instrument or MSA required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes as are imposed on or measured by a party’s net income or property.

(a) Withholding Taxes. To the extent required by any applicable law, Customer may withhold from any payment due to Dialpad an amount equivalent to any applicable withholding tax. Dialpad and Customer agree to cooperate in good faith to provide one another with such documents and certifications as are reasonably necessary to enable Dialpad to minimize and/or recover any withholding tax obligation. Upon Dialpad’s request, Customer shall provide to Dialpad documentation to support the tax withheld pursuant to this subsection.

(b) Transaction Taxes. Taxes will be stated separately on the invoice. Fees are exclusive of Taxes, and Customer will pay or reimburse Dialpad for any Sales, Use, VAT or similar transaction taxes that Dialpad is required by law to collect, unless Customer provides Dialpad with a valid certificate of exemption. Without prejudice to the survival of any other obligation of Customer hereunder, the obligations of Customer contained in this section will survive the payment in full of all payments hereunder.

3.3 Payment Terms. The applicable Service Order specifies when payment will be due and the method of payment. Dialpad offers payment via invoice or credit card. Customers who pay via credit card will enter credit card information directly into the Billing Admin portal, and all charges are made automatically, in advance. For Customers who pay based on an invoice, Customer agrees to pay all invoices within the timeframe specified in the “Payment Terms” provision of the applicable Service Order. For clarity: (a) all invoices must be paid via ACH/EFT/Wire and are not permitted to be paid via credit card; (b) Subscription Services and One-Time Services are invoiced in advance; and (c) porting fees and calling credit recharges are invoiced in arrears. Any charges for bank wire transfer, credit card chargeback or dispute fees, or any other fees associated with making payment, will be borne by Customer. Payment is deemed to be made on the date payment is received. In the event of late payment of undisputed amounts, access to the Service may be suspended or terminated following notice of failure to pay.

3.4 Billing Disputes
. Disputes for any charges for the Services must be made in writing to Dialpad within thirty (30) days of the date of the invoice by Dialpad or date of credit card charge, as applicable. Failure to provide a written statement explaining in reasonable detail the reasons for disputing the charge(s) within such time period irrevocably waives any objection and further recourse regarding such charges. Written statements disputing charges must be emailed to Dialpad’s Customer Support Department at support@dialpad.com.

4.CONFIDENTIALITY

4.1 Confidential Information. Neither party will use or disclose to third parties the other’s Confidential Information (as defined below) unless permitted by this section. The party disclosing Confidential Information is the “discloser” and the party receiving confidential information is the “recipient.” In addition, “advisors” means each party’s attorneys and accountants, and any subcontractor or advisor subject to a duty of confidentiality with respect to such information that is substantially equivalent to that set forth in this MSA. “Confidential Information” is nonpublic information relating to the business, affairs or technology of the discloser or its Affiliates, including know-how and trade secrets, in any form, that are designated as “confidential” or that a reasonable person knows or reasonably should understand to be confidential, as well as this MSA. Confidential Information is provided to the recipient “as is” without any warranties of any kind. For the avoidance of doubt, the Software will be deemed Dialpad’s Confidential Information.

4.2 Standard of Care. The recipient agrees:

(a) To use the same degree of care that the recipient uses, but not less than a reasonable degree of care, to protect the discloser’s Confidential Information from unauthorized use, dissemination, publication or disclosure;
(b) To use Confidential Information only as needed for the purpose of the business relationship between the parties;
(c) Not to disclose Confidential Information to any third party, other than its advisors who have a need to know;
(d) Not to reverse engineer, decompile or disassemble the Confidential Information, except and only to the extent that applicable law expressly permits, despite this limitation;
(e) To immediately notify the discloser of any intended or unintended unauthorized disclosure or use of any Confidential Information by the recipient or any other person or entity of which the recipient becomes aware;
(f) That the discloser may seek a court order to prevent Confidential Information from becoming public in breach of this section; and
(g) To return or destroy the Confidential Information of the discloser within ten (10) days after written request from the discloser, except that the recipient may retain one (1) archival copy of the Confidential Information as may be required by regulatory, legal or record retention requirements, provided that any retained Confidential Information remains subject to the confidentiality obligations outlined in this MSA.

4.3 Exceptions
. The obligations set forth in this section will not apply to Confidential Information:
(a) that is, at the time of disclosure by the discloser, or becomes, subsequent to such disclosure, publicly available without a breach of this MSA;
(b) that was lawfully known to the recipient, its advisors or any of its Affiliates without an obligation to keep it confidential;
(c) that is received by the recipient, its advisors or any of its Affiliates from a third party lawfully possessing and entitled to disclose such information; or
(d) that is independently developed by the recipient, its advisors or any of its Affiliates without use of any Confidential Information.

4.4 Compelled Disclosure. Notwithstanding this Section 4, the recipient may share Confidential Information to the extent it that must be disclosed pursuant to applicable federal, state or local law, regulation, court order or other legal process, provided that: (i) the recipient will, where permitted by law, provide the discloser with prompt written notice so that the discloser may seek a protective order or other appropriate remedy; and (ii) the recipient will furnish only that portion of the Confidential Information that is, in the reasonable opinion of its counsel, legally compelled.

5. PROPRIETARY INFORMATION. All right, title and interest in and to the Services, Software and all related technology, information, documentation, deliverables, files and other materials of Dialpad, including all intellectual property and proprietary rights in connection therewith, are and will remain with Dialpad. Customer’s proprietary information will remain the sole and exclusive property of Customer. In the event that Customer provides any feedback, ideas or suggestions to Dialpad regarding the Services (collectively, “Feedback”), Customer acknowledges and agrees that Dialpad will have the unrestricted right to use such Feedback in Dialpad’s sole discretion and that any intellectual property, including patents, trademarks, copyrights or other proprietary or ownership rights, in any improvements or modifications to the Software and/or Services, whether or not resulting from or incorporating any such Feedback, will belong to and be retained solely by Dialpad.

6. REPRESENTATIONS, WARRANTIES, COVENANTS AND DISCLAIMER


6.1 Mutual.
Each party represents and warrants to the other party that: (a) it has the power, authority and legal right to make, deliver and perform the obligations set forth herein and to its knowledge, no other agreement conflicts with the terms set forth herein; and (b) the execution of this MSA has been duly authorized and executed and is, or upon delivery will be, a legal, valid and binding obligation enforceable in accordance with its terms. Furthermore, Dialpad warrants that its provision of, and Customer warrants that its use of, the Services is in compliance with applicable law and regulations, including federal, state and local statutes, ordinances and regulations, including tax and license fees of federal, state and local governmental agencies or bodies.

6.2
Dialpad. Dialpad will use commercially reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services. Customer acknowledges that:

(a) Dialpad only supports the desk phones set forth at https://help.dialpad.com/hc/en-us/articles/115002035703-Supported-Desk-Phones;

(b) the inability to use the Services on any phones not outlined therein will not be deemed a breach of this MSA by Dialpad; and

(c) any phones provided by Dialpad will only be covered by the phone manufacturer’s warranty, if any.

NEITHER DIALPAD NOR ITS LICENSORS WARRANTS THAT THE SERVICES OR SOFTWARE OR ANY DIALPAD-SUPPORTED DESK PHONES (WHETHER PURCHASED DIRECTLY FROM DIALPAD OR NOT) WILL BE COMPATIBLE WITH ANY CUSTOMER APPLICATION OR ENVIRONMENT OR WILL OTHERWISE MEET CUSTOMER'S REQUIREMENTS. DIALPAD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DIALPAD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

6.3 Customer. Customer will maintain sufficient Internet access, network connectivity and power to enable use of the Services. Customer represents and warrants to Dialpad that it owns or has the right to use Customer Data as contemplated herein, and will use the Services only in compliance with applicable law, Dialpad’s Acceptable Use Policy available at www.dialpad.com/legal/#aup, Dialpad’s Privacy Policy available at www.dialpad.com/legal/#privacyand Dialpad’s Copyright Dispute Policy available at https:// www.dialpad.com/legal/#copyright.

7.INDEMNIFICATION

7.1 Dialpad. Dialpad agrees to indemnify, defend and hold harmless Customer, its affiliates, officers, agents and employees from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees) arising from any third party claim (“Claim”) relating to infringements or misappropriation of such third party’s patent, copyright or trade secret based on Customer’s use of the Software or Services provided to Customer under this MSA. The foregoing is Dialpad’s exclusive obligation for infringement claims. If Dialpad becomes aware of a Claim alleging infringement or misappropriation, or Dialpad believes such a Claim will occur, Dialpad may, at its sole option: (a) obtain for Customer the right to continue use of the Services or Software; (b) replace or modify the Services or Software so that it is no longer infringing; or (c) if neither of the foregoing options is reasonably available, terminate the Services, in which Dialpad’s sole liability, in addition to the indemnification obligations outlined above, will be to refund to Customer a prorated amount of prepaid fees for the Services applicable to the remaining period in the then-current Service Term. Dialpad’s indemnification obligations under this Section 7.1 are expressly conditioned on: (i) Customer providing prompt notice to Dialpad of any applicable claim; (ii) Dialpad retaining the unconditional option to control the defense and settlement of any such claim; and (iii) Customer providing reasonable assistance (at Dialpad’s expense) in the defense and settlement of such claim. Dialpad will have no indemnification obligation for Claims arising from: (w) Customer’s or any end user’s use of the Services other than as permitted under this MSA; (x) any Customer Data, Customer-provided software or materials or third-party software or materials; (y) the combination of the Services with any products, services, hardware, data or business process not provided by Dialpad; or (z) the modification of the Services by any party other than Dialpad or Dialpad’s agents, or modification by Dialpad or Dialpad’s agents in accordance with Customer’s instructions.

7.2
Customer. Customer agrees to indemnify, defend and hold harmless Dialpad, its affiliates, officers, agents, employees and partners from and against all Claims relating to: (a) Customer’s use of the Services or Software (including any actions taken by a third party using Customer’s account); and (b) Customer’s violation of applicable law and regulations, including but not limited to those relating to data privacy or security. Customer’s indemnification obligations under this section are expressly conditioned on: (i) Dialpad providing prompt notice to Customer of any applicable claim; (ii) Customer retaining the unconditional option to control the defense and settlement of any such claim; and (iii) Dialpad providing reasonable assistance (at Customer’s expense) in the defense and settlement of such claim

8. LIMITATION OF LIABILITY

8.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ITS PERFORMANCE OR ANY FAILURE TO PERFORM UNDER THIS MSA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 NEITHER PARTY’S LIABILITY ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS MSA WILL EXCEED, IN THE AGGREGATE, THE GREATER OF: (A) ONE HUNDRED THOUSAND DOLLARS; OR (B) THE FEES PAID OR PAYABLE TO DIALPAD HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.3 THE LIMITATIONS OF SECTION 8.2 DO NOT APPLY TO EITHER PARTY'S LIABILITY FOR:

(a) ITS FRAUD OR FRAUDULENT MISREPRESENTATION;

(b) ITS OBLIGATIONS UNDER SECTIONS 1.2 (LICENSE GRANT), 1.4 (RESTRICTIONS) OR 7 (INDEMNIFICATION);

(c) ITS INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS;

(d) ITS PAYMENT OBLIGATIONS UNDER THIS MSA; OR

(e) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. FORCE MAJEURE. Other than Customer’s payment obligations hereunder, if either party is prevented from completing performance of any or all of its obligations under this MSA by any cause or causes beyond its reasonable control, including acts of God, acts or omissions of any government, any rules, regulations or orders of any governmental authority or any officer, department, agency or instrument thereof, fire, storm, earthquake, accident, acts of the public enemy, war, rebellion, Internet brownout, third-party telecommunications network failure, subprocessor failure, malware attack, insurrection, riot, invasion, strikes or lockouts (each, a “Force Majeure Event”), then it will be excused from further performance under this MSA for the duration of such Force Majeure Event upon notice to the other party stating the reason for nonperformance. If such Force Majeure Event lasts more than thirty (30) days, either party may terminate this MSA immediately and Customer will be entitled to a refund for amounts paid for Services not rendered prior to termination. For purposes of clarification, the occurrence of a Force Majeure Event will not excuse Customer’s obligation to pay for the Services under this MSA unless Dialpad is unable to provide such Services as a result of such Force Majeure Event.

10. MODIFICATIONS. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this MSA will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

11. INDEPENDENT CONTRACTOR.
Dialpad is an independent contractor for all purposes, without express or implied authority to bind Customer by contract or otherwise. Neither Dialpad nor its employees, agents or subcontractors are agents or employees of Customer. Dialpad will be responsible for all costs and expenses incident to performing its obligations under this MSA and will provide its own supplies and equipment.

12. P
UBLICITY RIGHTS. Customer may promote their use of Dialpad’s Services and agrees that Dialpad may identify Customer as a user of the Services on Dialpad’s website or in Dialpad’s business deals, press releases, marketing materials, tradeshows or other promotional materials. Upon implementation of the Services by Customer: (a) Dialpad may issue a press release regarding Customer’s use of Dialpad’s Services; and (b) Customer agrees to participate in a Dialpad customer case study, help with customer references and provide quotes for marketing purposes. All press releases regarding Customer’s use of the Services will be pre-approved by Customer, which consent will not be unreasonably withheld.

13. OTHER PROVISIONS


13.1 Governing Law & Venue
. This MSA is subject to and is governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflicts of laws provisions. Any dispute arising from or relating to the subject matter of this MSA will be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who will be mutually agreed upon from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party will have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this MSA, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California or the Northern District of California.

13.2 Waiver.
Any delay or failure by either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. If any provision of this MSA is unenforceable, the parties (or, if they cannot agree, a court) will revise that provision so that it can be enforced.

13.3 Assignment.
Neither party may assign this MSA or any of its obligations hereunder without the prior written consent of the other party, except that a party may make such an assignment in connection with a bona fide reorganization or sale of its business (provided, however, that the assigning party in such an instance will provide written notice to the other party of such assignment). Subject to the preceding sentence, this MSA, and the rights and obligations hereunder, will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.4 N
otice. All notices, requests, demands and determinations under this MSA (other than routine operational communications) will be in writing and will be deemed duly given upon receipt and may be delivered by: (i) hand; (ii) express courier with a reliable system for tracking delivery; (iii) electronic mail with confirmed receipt by the other party; or (iv) United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed to the parties as set forth in the Service Order. Notices to Dialpad will be addressed to: Dialpad, Inc., 3001 Bishop Dr., Suite 400A, San Ramon, CA 94583, Attn: Legal, with a copy to legal@dialpad.com.

13.5 Entire Agreement and Order of Precedence
. This MSA is the entire agreement between Customer and Dialpad and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any inconsistency between the provisions of the General Terms and Conditions and the terms of a Service Order, the Service Order will prevail, but only as limited to the specific provision which conflicts with the General Terms and Conditions. Furthermore, if such inconsistency relates to modification of the Indemnification, Proprietary Information, Representations, Warranties, Covenants and Disclaimer, or Limitation of Liability sections herein, then such modification must specifically state that it is amending the General Terms and Conditions as so stated.

Last Updated August 10, 2022