GENERAL TERMS AND CONDITIONS

These General Terms and Conditions are incorporated by reference into and made part of the Master

Services Agreement (“Agreement”) by and between Dialpad, Inc. (“Provider”), and customer

(“Customer”) identified in the corresponding Service Order (“Order”). Provider may revise these

terms and conditions at any time, with or without notice to you and such revisions shall be effective

immediately upon posting. You should visit https://www.dialpad.com/legal/msaterms from time to time

to review the then current terms and conditions for the Services. Your continued use of the Services

following any such revision shall be deemed as your acceptance of any revisions or updates to these

terms and conditions.

1. SERVICES.

1.1 General. Subject to the terms and conditions of this Agreement, Provider agrees to provide the

Services to Customer via browser-based and/or downloadable software. During the term of the

Agreement, Provider may make enhancements to the Software and Services. In connection with any

such enhancements, Provider will use commercially reasonable efforts to provide Customer with support

services, through electronic mail or telephone, in accordance with Provider’s standard practice, to allow

Customer’s continued uninterrupted use of the Software and Services during the term of this Agreement.

For purposes of this Agreement, the “Services” means any and all services provided or performed by or

on behalf of Provider as further described in the applicable Order Form, and the “Software” means any

and all software provided by Provider to Customer in connection with the Services, including any updates,

modifications, enhancements, or new versions of the same.

1.2. License Grant. Subject to the terms and conditions of this Agreement, Provider grants to

Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license to

use the Software and the Services solely during the Term (as defined in Section 2.1 herein), in object

code format only. For the avoidance of doubt, the license grant provided herein authorizes Customer to

use the Software and Services for the benefit of Customer’s subsidiaries at no additional cost or expense

to Customer.

1.3 Access to Provider Software and Services. Customer shall select an in-house administrator

(“Customer Administrator”) of its business account who will grant and manage access to individual

employees or end users, and where applicable, Provider (or its agent) may act as Customer

Administrator of Customer’s business account if authorized by Customer. 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 in to their accounts through the Provider’s website.

1.4 Customer Data and Security. Customer will be responsible for maintaining the security of

Customer account, passwords (including but not limited to administrative and end user passwords) and

files, and for all uses of Customer account with or without Customer’s knowledge or consent. Customer

shall be solely responsible for collecting, entering and updating the Customer Data. “Customer Data” as

used herein shall mean data and/or information regarding Customer and its affiliates provided to Provider

hereunder, or to which Provider has access, or which Provider has accessed or controls, in connection

with the provision of the Software and Services contemplated in this Agreement, including all personally

identifiable and other information.

1.5 Provider Compliance. Provider will, at its own expense, (a) obtain and maintain any approvals,

licenses, filings or registrations necessary to perform its obligations pursuant to this Agreement, and (b)

comply with all local, state, federal and foreign laws (including export laws and regulations) that are

applicable to it.

1.6 Technical Support Services. Customer and Customer Administrator will respond to questions

and complaints from end users or third parties relating to Customer’s or end users’ use of the Services.

Customer will use commercially reasonable efforts to resolve support issues before escalating them to

Provider. If Customer cannot resolve a support issue, then Customer may escalate the issue to

Provider’s Customer Support Department (support@dialpad.com).

2. TERM AND TERMINATION.

2.1 Term. This Agreement commences on the Effective Date and, unless earlier terminated pursuant

to the terms of this Agreement, will continue for so long as there is an Order or Statement of Work in

effect between the parties (the “Term”).

2.2 Termination.

(a) For Cause.

(i) In the event of a material breach of this Agreement, which is not cured within ten

(10) business days of written notice thereof, the non-breaching party may terminate this Agreement upon

thirty (30) days’ written notice (or ten (10) days in the case of nonpayment).

(ii) Either party may terminate this Agreement immediately by written notice if the

other party (A) becomes insolvent, (B) makes an assignment for the benefit of creditors, (C) files or has

filed against it a petition in bankruptcy or seeking reorganization, (D) has a receiver appointed, or (E)

institutes a proceeding for liquidation or winding up.

(b)Effect of Termination. Customer agrees to pay Provider all undisputed fees for the

Services up to and including the last day on which the Services are provided. All sections of the

Agreement which by their nature should survive termination will survive termination, including, without

limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of

liability.

3. FEES.

3.1 Fees. In consideration for the Software and Services provided by Provider, Customer will pay

Provider the fees in advance, prior to the beginning of each Service Term (as specified in each applicable

Order), or the Services may be suspended or terminated. The fees include all applicable recovery,

foreign, U.S. federal, state, local municipal and other governmental taxes, duties, levies fees, excises or

tariffs of any kind that may arise in connection with this Agreement (collectively “Taxes”). Taxes will be

stated separately on the invoice. For purposes of clarification, Customer may self-provision additional

licenses and such license fees shall be invoiced by Provider to Customer throughout the Service Term as

such licenses are provisioned. The Service Term for such self-provisioned Services shall have a term

equal to the provision date through the latest service order end date as set forth in its respective Order.

The initial invoice for such self-provisioned licenses shall be prorated for the initial year of Services to be

coterminous with the service start date or anniversary date of the service start date, as applicable, and

shall subsequently be included in the annual invoice sent by Provider for the remainder of the term of the

applicable Order.

3.2 Payment Terms. Customer will pay within the number of days after the date of such invoice as

specified in the applicable Order. Payment is deemed to be made on the date payment is received.

Customer may elect to either (1) receive invoices and make payments by check or transfer of funds

(ACH/EFT/Wire); or (2) pay by credit card. Customers who elect to be invoiced may only pay by

ACH/EFT/Wire, and may not pay by credit card. Any charges for bank wire transfer are to be borne by

Customer. In the event of late payment, access to the Service may be suspended or terminated following

notice of failure to pay. Further, unpaid fees are subject to a finance charge of 1% per month on any

outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses

of collection.

3.3 Billing Disputes. Disputes for any charges for the Services must be made in writing to Provider

within thirty (30) days of the date of the charge by Provider. 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 with regard to such charges. Written statements disputing

charges must be directed to Provider’s Customer Support Department and sent to 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.” “Advisors” (or “advisors”) means either party’s attorneys and accountants, and any other

subcontractor or advisor subject to such party’s non-disclosure agreement containing terms substantially

similar to this Agreement. “Affiliates” (or “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. “Confidential Information” is nonpublic information, know-how

and trade secrets in any form that are designated as “confidential,” or a reasonable person knows or

reasonably should understand to be confidential. Confidential Information is provided to the recipient “as

is” without any warranties of any kind. For the avoidance of doubt, the Software shall be deemed

Provider’s Confidential Information subject to the obligations of this Section 4.

4.2 Not Confidential Information. The following types of information, however marked, are not

Confidential Information:

(a) Information that is, or becomes, publicly available without a breach of this Agreement;

(b) Information that was lawfully known to the recipient, its advisors or any of affiliates of the

information without an obligation to keep it confidential;

(c) Information that is received by recipient, its advisors or any of its affiliates from another

source who can disclose it lawfully and without an obligation to keep it confidential;

(d) Information that is independently developed by recipient, advisors or any of its affiliates;

or

(e) must be disclosed pursuant to applicable federal, state or local law, regulation, court

order or other legal process, provided that (to the extent legally permissible) recipient give discloser

prompt prior notice to allow it to seek protective orders or other relief from disclosure.

4.3 Limits on Use of Confidential Information. The recipient agrees it will:

(a) Not disclose the discloser’s Confidential Information to third parties;

(b) Use and disclose the discloser’s Confidential Information to individuals as set forth herein

solely for the purpose of the business relationship between the parties; and

(c) Not reverse engineer, decompile or disassemble the discloser’s Confidential Information,

except and only to the extent that applicable law expressly permits, despite this limitation.

4.4 Standard of Care. The recipient agrees:

(a) To take reasonable steps to protect the discloser’s Confidential Information, and these

steps must be at least as protective as those the recipient takes to protect its own Confidential

Information, and no less than a reasonable standard of care;

(b) To notify the discloser promptly upon discovery of any unauthorized use or disclosure of

discloser’s Confidential Information; and

(c) To cooperate with the discloser to help regain control of the Confidential Information and

prevent further unauthorized use or disclosure of it.

4.5 Other Permitted Disclosures and Requirements.

(a) The recipient may disclose the discloser’s Confidential Information to representatives and

affiliates only if they have a need to know about it for the purpose of the business relationship between

the parties. Before doing so, the recipient must ensure that the affiliates and representatives are required

to protect the discloser’s Confidential Information on terms consistent with this Agreement,, and recipient

shall take all responsibility for each representative’s use of Confidential Information.

(b) The recipient may disclose the discloser’s Confidential Information if required to comply

with a court order or other government demand that has the force of law. Before doing so, the recipient

must seek the highest level of protection available and give the discloser enough prior notice to provide a

reasonable chance to seek a protective order.

(c) Each party acknowledges that money damages may not be sufficient compensation for a

breach of this section. Each party agrees that the other may seek court orders to prevent Confidential

Information from becoming public in breach of this section. If requested by Customer, Provider will cause

its employees, affiliates and representatives to confirm the obligations of this section.

5. PROPRIETARY INFORMATION. Provider’s proprietary information shall remain the sole and

exclusive property of Provider. Customer’s proprietary information shall remain the sole and exclusive

property of Customer. In the event that Customer provides any feedback, ideas, or suggestions to

Provider regarding the Services (collectively, “Feedback”), Customer acknowledges and agrees that

Provider shall have the unrestricted right to use such Feedback in Provider’s sole discretion and that any

patent, trademark, intellectual property, or other ownership rights in any improvements or modifications to

the Services, whether or not resulting from or incorporating any such Feedback, shall belong to and be

retained solely by Provider.

6. REPRESENTATIONS, WARRANTIES 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; (b) the execution of this Agreement 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, and (c) its respective provision and use of the Services is in

compliance with applicable law and regulations, including but not limited to federal, state, and local

statutes, ordinances, and regulations, including tax and license fees of federal, state and local

governmental agencies or bodies.

6.2 Provider. Provider shall use commercially reasonable efforts to maintain the Services in a

manner which minimizes errors and interruptions in the Services. Customer acknowledges that

Provider only supports the desk phones set forth at

https://help.dialpad.com/hc/en-us/articles/115002035703-Supported-Desk-Phones

and the inability to use the Services on any phones not outlined therein shall not be deemed a breach

of the Agreement by Provider. Services may be temporarily unavailable for scheduled maintenance

or for unscheduled emergency maintenance, either by Provider or by third-party providers, or because

of other causes beyond Provider’s reasonable control, but Provider shall use commercially reasonable

efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, PROVIDER 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. THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND

NONINFRINGEMENT.

6.3 Customer. Customer represents, covenants and warrants to Provider that it owns or has the

right to use the trademarks and Customer Data as contemplated herein, and will use the Services only in

compliance with applicable law and Provider’s Terms of Service available at www.dialpad.com/legal.

7. INDEMNIFICATION.

7.1 Provider agrees to indemnify, defend and hold harmless Customer from and against all claims,

liabilities, damages (actual and consequential), losses and expenses (including reasonable attorneys’

fees) arising from or in any way related to any unaffiliated third party claims (“Claims”) relating to actual

infringements or misappropriation of any third party intellectual property or other proprietary rights in the

use of the Software or Services provided to Customer under this Agreement. The foregoing is Provider’s

exclusive obligation for infringement claims. If Provider becomes aware of a Claim alleging infringement

of misappropriation, or Provider reasonably believes such a Claim will occur, Provider may, at its sole

option: (i) obtain for Customer the right to continue use of the Service(s); (ii) replace or modify the

Service(s) so that it is no longer infringing; or, (iii) if neither of the foregoing options is reasonably

available, terminate the Service(s), in which Provider’s sole liability shall be to refund to Customer a

prorated amount of prepaid fees for the Service(s) applicable to the remaining period in the then-current

Service Term. Provider’s indemnification obligations under this Section 7.1 are expressly conditioned on

Customer providing: (a) prompt notice to Provider of any applicable claim; (b) Provider retains the

unconditional option to control the defense and settlement of any such claim, and (c) reasonable

assistance (at Provider’s expense) in the defense and settlement of such claim. Provider will have no

indemnification obligation for Claims arising from: (i) Customer’s or any Authorized User’s use of the

Services other than as permitted under this Agreement; (ii) the combination of the Services with any

products, services, hardware, data, or business process not provided by Provider; or (iii) the modification

of the Services by any party other than Provider or Provider’s agents, or modification by Provider or

Provider’s agents in accordance with Customer’s instructions.

7.2 Customer agrees to indemnify, defend and hold harmless Provider, its affiliates, officers, agents,

employees, and partners from and against all claims, liabilities, damages (actual and consequential),

losses and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third

party claims relating to (a) Customer’s use of the Services (including any actions taken by a third party

using Customer’s account), and (b) Customer’s violation of applicable law and regulations. Customer’s

indemnification obligations under this Section 7.2 are expressly conditioned on Provider providing: (i)

prompt notice to Customer of any applicable claim; (ii) Customer retains the unconditional option to

control the defense and settlement of any such claim and (iii) reasonable assistance (at Customer’s

expense) in the defense and settlement of such claim.

8. LIMITATION OF LIABILITY. 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

AGREEMENT. EXAMPLES INCLUDE LOSS OF ANTICIPATED PROFITS OR BENEFITS, EVEN IF THE

OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER

PARTY’S LIABILITY ON ANY CLAIM OF ANY KIND FOR LOSS OR DAMAGE ARISING OUT OF, IN

CONNECTION WITH OR RESULTING FROM THIS AGREEMENT WILL IN NO CASE EXCEED, IN THE

AGGREGATE, THE LESSER OF (A) ONE HUNDRED THOUSAND DOLLARS, OR (B) THE FEES PAID

OR PAYABLE TO PROVIDER 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.

9. FORCE MAJEURE. If either party is prevented from completing performance of any or all of its

obligations under this Agreement by any cause or causes beyond its reasonable control, including but not

limited to acts of God, acts or omissions of any government or 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, Internet virus attack, insurrection,

riot, invasion, strikes, or lockouts (a “Force Majeure Event”), then it shall be excused from further

performance under this Agreement upon notice to the other party, stating the reason for the

nonperformance. If such Force Majeure Event lasts more than five (5) business days, either party may

terminate this Agreement immediately and Customer shall be entitled to a refund for amounts paid for

Services not rendered prior to termination.

10. MODIFICATIONS. Except as otherwise provided herein, no modification, amendment, or waiver

of any provision of this Agreement will be effective unless in a writing and signed by the party against

whom the modification, amendment or waiver is to be asserted.

11. INDEPENDENT CONTRACTOR. Provider is an independent contractor for all purposes, without

express or implied authority to bind Customer by contract or otherwise. Neither Provider nor its

employees, agents or subcontractors are agents or employees of Customer. Provider will be responsible

for all costs and expenses incident to performing its obligations under this Agreement and will provide its

own supplies and equipment.

12. OTHER PROVISIONS.

12.1 Governing Law & Venue. This Agreement is subject to and is governed by and construed in

accordance with the laws of the State of California, U.S.A, without regard to its conflicts of laws

provisions. Any dispute arising from or relating to the subject matter of these Terms shall 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 shall 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 shall have the right to pursue injunctive or other equitable relief at any time, from any court of

competent jurisdiction. For all purposes of this Agreement, 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.

12.2 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 Agreement is unenforceable, the

parties (or, if they cannot agree, a court) will revise that provision so that it can be enforced.

13. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. This Agreement is the entire agreement

between Customer and Provider 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 following documents, the inconsistency shall be resolved by giving

precedence in the following order: (1) the Order and all subsequent amendments thereto; (2) Documents

incorporated into the Order in the order in which they are listed; (3) these General Terms and Conditions .

In the event such inconsistency relates to modification of the Indemnification, Proprietary Information,

Representations, Warranties and Disclaimer, or Limitations of Liability Sections herein, then such

modification must specifically state that it is amending this Agreement as so stated.

14. NOTICE. All notices, requests, demands, and determinations shall be subject to the notice provisions

set forth in the Order.