SBK Telecom Service Agreement

SecureByKnowlege INC., doing business as SBK TELECOM, a corporation under the laws of Canada, having a place of business at 1440,

SBK and Client are collectively and individually referred to as the “Parties” or a “Party”.

1. Services Description. SBK’s hosted IP telephone services is an enhanced voice communication platform service whereby the voice communication is converted to Internet Protocol (“IP”) and carried, in part, over high-speed internet access or dedicated private telecommunications infrastructure. This service may be generically referred to as "voice over IP". It is separate and distinct from standard Local, Local Toll and Long-Distance services. "Service" or "Services" is defined to include Voice over IP unlimited local and nationwide direct dialed calling within Canada and the United States and certain calling and call management features or advanced features associated with the Service, including additional features or advanced features which SBK, in its sole discretion, may add, modify, or delete from time to time. The Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). The Service may not support 900, 311, 511 and/or other x11 (other than 911 and 411 which are provided for elsewhere in this Hosted IP Telephone Services Mandate Exhibit) services in one or more (or all) service areas. The Service does not connect calls to phone numbers in Area Code/Prefix combinations used by third party Reverse Billing Services. The Client acknowledges and understands that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Hosted IP Telephone Services Mandate Exhibit) exist between telephone service and the Service provided by SBK. The Service is subject to different regulatory treatment than telephone service.
2. Services Description. SBK’s hosted IP telephone services is an enhanced voice communication platform service whereby the voice communication is converted to Internet Protocol (“IP”) and carried, in part, over high-speed internet access or dedicated private telecommunications infrastructure. This service may be generically referred to as "voice over IP". It is separate and distinct from standard Local, Local Toll and Long-Distance services. "Service" or "Services" is defined to include Voice over IP unlimited local and nationwide direct dialed calling within Canada and the United States and certain calling and call management features or advanced features associated with the Service, including additional features or advanced features which SBK, in its sole discretion, may add, modify, or delete from time to time. The Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). The Service may not support 900, 311, 511 and/or other x11 (other than 911 and 411 which are provided for elsewhere in this Hosted IP Telephone Services Mandate Exhibit) services in one or more (or all) service areas. The Service does not connect calls to phone numbers in Area Code/Prefix combinations used by third party Reverse Billing Services. The Client acknowledges and understands that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Hosted IP Telephone Services Mandate Exhibit) exist between telephone service and the Service provided by SBK. The Service is subject to different regulatory treatment than telephone service.
3. Service Requirements. The Service requires: (a) specialized customer premises equipment called an IP phone ("PHONE" or "Device") through SBK or a third party. If Client decides to use its current broadband connection and which it is responsible for installing itself pursuant to instructions provided to Client by SBK. Since the Service is dependent on the IP connectivity to SBK data centers, the use of Internet broadband connection is not guaranteed and part of SBK’s SLA’s and SLO’s. In addition, Service may, from time to time, be interrupted for equipment, network, or facility upgrades or modifications.
4. 911 Emergency Dialing. PLEASE READ THE INFORMATION BELOW ABOUT 911 DIALING CAREFULLY. BY USING AND PAYING FOR THE SERVICES, CLIENT ACKNOWLEDGES AND AGREES TO ALL OF THE INFORMATION BELOW REGARDING 911 EMERGENCY DIALING SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 OR ENHANCED 911 ("E911") CALLS. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT SBK OFFERS A 911 EMERGENCY SERVICE AS DESCRIBED HEREIN AND THAT SUCH 911 DIALING IS DIFFERENT IN A NUMBER OF IMPORTANT WAYS (SOME, BUT NOT NECESSARILY ALL, OF WHICH ARE DESCRIBED IN THIS HOSTED IP TELEPHONE SERVICES MANDATE EXHIBIT) FROM TRADITIONAL 911 SERVICE. SBK 911 DIALING CANNOT BE USED IN CONJUNCTION WITH A SOFT PHONE APPLICATION UNLESS COMBINED WITH SBK ENHANCED E911 SERVICE OFFERING. CLIENT AGREES TO INFORM ANY EMPLOYEES OR THIRD PERSONS WHO MAY BE PRESENT OUTSIDE THE PHYSICAL LOCATION WHERE CLIENT REGISTERED THE SERVICE OF THE NON- AVAILABILITY OF TRADITIONAL 911 FROM CLIENT CONNECTED DEVICE(S) AND TO INFORM THEM OF THE IMPORTANT DIFFERENCES AND LIMITATIONS OF SBK 911 DIALING SERVICE WITHOUT THE ENHANCED E911 SERVICE
5. 911-Type Dialing Capabilities with Service. WHEN CLIENT DIAL 911 ON THE PHONE UTILIZING THE SERVICE, CLIENT CALL WILL BE ROUTED TO A DISPATCHER LOCATED AT A PUBLIC SAFETY ANSWERING POINT (PSAP) DESIGNATED FOR THE ADDRESS CLIENT LISTED AT THE TIME CLIENT REGISTERED FOR THE SERVICE OR OTHER BACKUP EMERGENCY ANSWERING SERVICES. SBK RELIES ON THIRD PARTIES FOR THE FORWARDING OF INFORMATION FOR ITS ENHANCED E911 OFFERING UNDERLYING SUCH ROUTING, AND ACCORDINGLY SBK AND ITS THIRD PARTY PROVIDER(S) DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY IN THE EVENT SUCH INFORMATION OR ROUTING IS INCORRECT. SBK 911 EMERGENCY DIALING IS ONLY AVAILABLE IN CERTAIN PUBLIC SAFETY ANSWERING POINTS. Client acknowledges and agrees that 911-type Services shall only be available at the physical street address associated with the particular Area Code and Phone Number assigned to Client. Client further acknowledges and agrees that 911-type Services will not be available to a particular customer and neither SBK nor its underlying service providers shall have any liability to Client or any third party for failure to provide 911 Services to Client in the event of the assignment of a Area Code and Phone Number to Client located outside of the Exchange Area associated with Client physical street address or relocation of the telephone device to which an Area Code and Phone Number has been assigned to a location other than Client physical street address as registered with SBK.
6. Failure to designate the correct physical street address. IF CLIENT DOES NOT CORRECTLY IDENTIFY THE ACTUAL CURRENT AND CORRECT PHYSICAL STREET ADDRESS LOCATION WHERE EQUIPMENT PROVIDED TO CLIENT BY SBK WILL BE LOCATED AT THE TIME CLIENT REGISTER FOR THE SERVICE, 911 COMMUNICATIONS MAY BE MISDIRECTED TO AN INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. When activating Service Client must provide the actual physical street address where the IP PHONES will be located, not a post office box, mail drop or similar address. Client acknowledges and understands that 911 dialing does not function properly or at all if Client moves or otherwise changes the physical location of its IP PHONE to a different street address. Any change of the devices physical address must be coordinated with SBK for the 911 SERVICE to work properly.
7. Automated Number & Location Identification. THE PSAP RECEIVING SBK’s 911 EMERGENCY SERVICE CALLS MAY NOT BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. SBK’s system is configured in most instances to send the automated number identification as per identified by the customer. The number forwarded to the PSAP will be the one associated with the remaining traditional telephony line at the premises. This line is the sole responsibility of the customer to maintain in service and with proper physical location association. Client acknowledges and understands that PSAP and emergency personnel may or may not be able to identify Client’s phone number and location in order to call Client back if the call is unable to be completed, is dropped or disconnected, or if Client is unable to speak to tell them its phone number and location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Hosted IP Telephone Services Mandate Exhibit.
8. Power Failure, outages or disruptions of services. CLIENT ACKNOWLEDGES AND ACCEPTS THAT THE 911 SERVICE MADE AVAILABLE BY SBK WILL NOT FUNCTION IF CLIENT IP PHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF THE SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, IN THE EVENT OF A POWER OUTAGE, BROADBAND/TELECOM SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION INCLUDING SUSPENSION OR TERMINATION OF SERVICE BY CLIENT BROADBAND/TELECOM PROVIDER AND/OR ISP OR BY SBK FOR ANY REASON INCLUDING BILLING ISSUES OR FOR OTHER REASONS DESCRIBED ELSEWHERE IN THIS AGREEMENT. IF THERE IS A POWER OUTAGE THE SERVICE AND 911 DIALING WILL NOT FUNCTION UNTIL POWER IS RESTORED AND CLIENT MAY BE REQUIRED TO RESET OR RECONFIGURE THE SBK IP PHONE PRIOR TO BEING ABLE TO USE THE SERVICE, INCLUDING FOR 911 PURPOSES.
9. Possibility of network congestion and/or reduced speed for routing or answering 911. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT FOR TECHNICAL REASONS ASSOCIATED WITH THE USE OF BROADBAND INTERNET, POSSIBILITY OF NETWORK CONGESTION, WITH THE SERVICE THERE IS A GREATER POSSIBILITY THAT CLIENT 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER, AS COMPARED TO TRADITIONAL 911 CALLS OVER TRADITIONAL PUBLIC TELEPHONE NETWORKS. Client acknowledges and accepts that SBK relies on third parties for the forwarding of information underlying such routing, and accordingly SBK and its third party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect.
10. Limitation of liability and indemnification. AS DESCRIBED HEREIN, WITH THIS 911-TYPE DIALING CLIENT ACKNOWLEDGES AND AGREES TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS SBK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER OF ITS UNDERLYING PROVIDERS, SERVICE PROVIDERS OR OTHER THIRD PARTY PROVIDERS WHO FURNISH SERVICES TO CLIENT OR SBK IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FROM ANY AND ALL LIABILITIES, CLAIMS, ACTIONS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES) BY, OR ON BEHALF OF, CLIENT OR ANY THIRD PERSON OR PARTY OR USER OF THE SERVICE RELATING TO OR ARISING OUT OF THE ABSENCE, FAILURE OR OUTAGE OF THE SERVICE, INCLUDING 911 DIALING AND/OR INABILITY OF CLIENT OR ANY THIRD PERSON OR PARTY OR USER OF THE SERVICE TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL AND/OR MISROUTES OF 911 CALLS, INCLUDING BUT NOT LIMITED TO MISROUTES RESULTING FROM CLIENT PROVISION TO SBK OF INCORRECT ADDRESS INFORMATION IN CONNECTION THEREWITH. FURTHER, CLIENT HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION RESULTING FROM THE FOREGOING EVENTS OR CONDITIONS UNLESS IT IS PROVEN THAT THE ACT OR OMISSION PROXIMATELY CAUSING THE CLAIM, DAMAGE, OR LOSS CONSTITUTES GROSS NEGLIGENCE, GROSS RECKLESSNESS, OR INTENTIONAL GROSS MISCONDUCT ON THE PART OF SBK.
11. Loss of Service Due to Power Failure or Internet Service Outage or Termination or Suspension by SBK. Client acknowledges and understands that the Service does not function in the event of power failure. Client also acknowledges and understands that the Service requires either a fully functional broadband connection to the Internet (which may or may not be provided by SBK) or a dedicated private circuit to SBK’s infrastructures, and that, accordingly, in the event of an outage of, or termination of service with or by, your Internet service provider ("ISP") and/or telecom service provider, the Service will not function, but that Client will continue to be billed for the Service unless and until Client or SBK terminate the Service in accordance with this Agreement. Should there be an interruption in the power supply or ISP outage, the Service will not function until power is restored or the ISP outage is cured. A power failure or disruption may require Client to reset or reconfigure equipment prior to utilizing the Service. Power disruptions or failures or ISP outages will also prevent dialing to emergency service numbers including the 911 calling feature. Should SBK suspend or terminate the Service, the Service will not function until such time as SBK restores the Service (which may require payment of all invoices and reconnection fees owed by you or cure of any breach by you of this Agreement).
12. Home Security Systems and other Non-voice Communications Equipment. All non-voice communications equipment, including but not limited to, home security systems that are set up to make automatic phone calls and medical monitoring devices, are not compatible with the Service, and fax machines and modems may not be compatible with the Service. By accepting this Agreement, Client waives any claim against SBK for interference with or disruption of such systems due to the Services.
13. Local Number Portability. In the event Client is not utilizing a new phone number for the Service, but rather is transferring an existing phone number, which currently is subscribed to a carrier other than SBK for local, long distance and international telephone services, to the Service, Client hereby authorizes SBK, affiliates, partners and third parties to process Client order for the Service and to notify Client local telephone company of Client decision to switch its local, local toll and long distance services to the Service, and represents that Client is authorized to take this action. Further, Client agrees and acknowledges that (i) if Client sets up its IP PHONES prior to the date that the number switch becomes effective ("Port Effective Date"), Client may only be able to make outgoing call using the IP PHONE. In such event, Client should keep another phone connected to an existing phone extension at Client service location to receive incoming calls until the Port Effective Date, after which Client will be able to both make and receive calls using the Service; and (ii) if Client IP PHONE is not yet activated as of the Port Effective Date, Client existing phone service for the number Client is transferring may be disconnected and Client may have no service for that line. Therefore, to avoid an interruption in Client phone service, it is extremely important that Client install the IP PHONES and underlying telecommunication infrastructure prior to, or on, the Port Effective Date. An estimate of the Port Effective Date will be sent to Client via e-mail by SBK following Client completion of the ordering process.
14. Number Transfer on Service Termination. SBK or its providers may receive requests from other telephony providers (Requesting Party) acting as agents on Client behalf to port a telephone number currently assigned to Client to a third party provider ("Port-Out"). SBK will support all such requests and will cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party's reasonable directions and SBK’s or its vendors' standard operating procedures. Note that Client will be responsible for all monthly, usage and disconnect fees associated with the Service until the Port-Out date of completion or last date of Client service period, whichever comes last.
15. Lawful, Non Fraudulent Use of Service and IP PHONE. Client agrees to use the Service only for lawful purposes. Client will not use the Service for any unlawful, abusive, or fraudulent purpose, including, for example, using Service in a way that (1) interferes with SBK ability to provide Service to Client or other customers; or (2) avoids Client obligation to pay for communication services. If SBK has reason to believe that Client or someone else is abusing the Service or using it fraudulently or unlawfully, SBK can immediately suspend, restrict, or cancel the Service without advance notice. While SBK encourages use of the Service within Canada to other countries, SBK offers or supports the Service to customers located in countries other than Canada only if expressly set out in a Hosted IP Telephone Services Mandate and from its infrastructure located in Canada, in which case the Service is offered and supported only at the out-of-Canada locations stated therein. If Client moves the associated phones to a country other than Canada and uses the Service from there without the prior consent of SBK, Client does so at its own sole risk, including the risk that such activity violates local laws in the country where Client does so. Client is liable for any and all such use of the Service by Client or any person making use of the Service or Device provided to Client and agrees to indemnify and hold harmless SBK against any and all liability for any such use. Should removal of a telephony device from Canada violate any export control law or regulation, Client will be solely liable for such violation and agrees to indemnify and hold harmless SBK against any and all liability for such violation. If SBK determines that Client is using the Service form outside of Canada, SBK reserves the right to terminate the Service immediately and without advance notice, leaving Client responsible for all outstanding charges, all of which immediately become due and payable.
16. Prohibited Uses of Services. The Service are provided to Client as a corporate user. Client is expressly prohibited from reselling or transferring the Service to any other person for any purpose, without express written permission from SBK in advance. In addition, Client is expressly prohibited from using the Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal corporate usage patterns. If SBK determines, in its sole discretion, that Client is reselling or transferring the Service or that the Service is being used for any of the aforementioned activities, SBK reserves the right to immediately terminate without advance notice or modify the Service and to assess additional charges for each month in which excessive usage occurred. Client agrees to use the Service for lawful purposes only. SBK reserves the right to terminate your service immediately and without advance notice if SBK, in its sole discretion, believes that Client has violated the above restrictions, in which case Client shall be liable for the full monthly charges for the Service to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable and may at SBK’s discretion be immediately charged to Client account. Client is liable for any and all use of the Service by Client and by any person making use of the Service provided to Client and agrees to indemnify and hold harmless SBK against any and all liability for any such use. If SBK, in its sole discretion believes that Client has violated the above restrictions, SBK may forward the objectionable material, as well as Client communications with SBK and Client personally identifiable information, to the appropriate Governmental Entities for investigation and prosecution and Client hereby consents to such SBK providing such information to appropriate Governmental Entities.
17. Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software. The Service and any firmware or software used to provide the Service or provided to Client in conjunction with providing the Service and all Services, information, documents and materials on SBK’s website(s) are protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of SBK are and shall remain the exclusive property of SBK and nothing in this Agreement shall grant Client the right or license to use any of such marks. Client acknowledges that it is not given any license to use the firmware or software used to provide the Service or provided to Client in conjunction with providing the Service other than a non transferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with this Agreement. If Client decides to use the Service through an interface device not provided by SBK, which SBK reserves the right to prohibit in particular cases or generally, Client warrants and represents that it possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and Client will indemnify and hold harmless SBK against any and all liability arising out of Client use of such interface or device with the Service. Client shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software provided by SBK to deliver the Service.
18. Billing and Payment for Service. SBK will render to Client monthly bills for the Service, with the following charges depending on Client subscribed options: (i) a monthly service fee for Client’s service plan; (ii) long distance call charges charged on a per minute usage basis; (iii) international call charges charged on a per minute usage basis; (iv) regulatory recovery fees. Client may be charged activation and other fees, as further described in the formal service proposition provided and attached to the Hosted IP Telephone Services Mandate or in the marketing materials pertinent to Client offer. Client may incur charges or be required to order a different type of service plan if Client changes its IP telephone devices after the Service has been activated. SBK will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges and service changes which will be billed monthly in arrears, and any other charges which SBK decides to bill in arrears) to Client account, including but not limited to: activation fees, monthly Service fees, long distance usage charges, international usage charges, advanced feature charges, equipment purchases, disconnect fees and shipping and handling charges. SBK reserves the right to bill at more frequent intervals if the amount due at any time exceeds 1,000.00$. Any usage charges will be billed in increments that may be rounded up to the nearest minute.
19. Commencement of Billing. Client is responsible for self-installing the IP telephone devices, unless specified otherwise, once Client receives it. If Client purchases the IP telephone devices directly from SBK, once Client order is processed and the Service is provisioned, SBK will ship Client the IP telephone devices by messenger service, and will begin monthly billing for the Services once the added IP telephone devices is configured in Client assigned customer portal.
20. Price Changes and other Modifications. Notwithstanding any terms to the contrary regarding price changes, SBK may change the prices and charges for long distance and international calling from time to time. SBK may decrease prices without providing advance notice. Increases to the prices or charges for international calling are effective no sooner than fifteen days after SBK communicates them to the client (either via email or on our website). Increases to charges that recover SBK costs associated with Governmental Entities programs are effective no sooner than 3 days after SBK communicates them to the client (either via email or on our website). 
21. Charges and Billing. Charges accrue through a full billing period. SBK will determine the format of the bill and the billing period, and SBK may change both the bill format and the billing period from time to time.
22. Payphone Charges. If Client makes use of any toll free feature that is or may be offered by SBK in the future, Client acknowledges and agrees that SBK is entitled to recover from Client any charges imposed on SBK by payphone owners or operators, either directly or indirectly through SBK’s suppliers in connection with toll free calls made to Client number, or any charges imposed to SBK by its suppliers to recover such costs. SBK may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as SBK deems appropriate for the recovery of these costs.
23. Charges for Directory Calls. SBK will charge $1.75 for each call made to SBK directory assistance provider which may change without notice. SBK will identify if such services must be active upon initial configuration of the service.
24. Failure to Pay. Upon advance notice, SBK may suspend, restrict, or cancel the Services and this Hosted IP Telephone Services Mandate, if Client does not make payments for current or prior bills by the required due date. Service suspension or cancellation may result in Client loss of the number associated with the Service.
25. Late Payment Charge & Billing Disputes. Acceptance of late or partial payments (even if marked "Paid in Full" or with other restrictions) shall not waive any of SBK rights to collect the full amount of Client charges for the Service. Client must notify SBK in writing within 7 days after receiving its monthly invoice if Client disputes any SBK charges on that statement or such dispute will be deemed waived. SBK will invoice, to the customer, on a monthly basis, 2% as late payment charges on all unpaid balanced owed to SBK. Billing disputes should be directed to SBK in one of the following manners: (i) Email:support.sbkvoix@sbktelecom.com, or (ii) Online: www.sbktelecom.com , or (iii) Telephone: 1-514-667-0691. Client agrees to reimburse SBK for collection or attorneys' fees and any other costs associated with collecting delinquent or dishonored payments. 
26. Taxes. Client is responsible for, and shall pay, any applicable federal, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of Client subscription or use or payment for the Service. Such amounts are in addition to payment for the Service and will be billed to Client credit card as set forth in this Agreement. If Client is exempt from payment of such taxes, Client shall provide SBK with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date SBK receives such certificate.
27. No Credit Allowances for Interruption of Services. Client acknowledges and agrees that the Services are provided "as is". Service Level Objective (SLO) is identified as 99.99% calculated on an annual basis. SBK includes an objective of 4 hours as a Mean Time to Restore the service as per the best commercial reasonable efforts.
28. Limitation of Liability. BY ENROLLING IN, ACTIVATING, USING OR PAYING FOR THE SERVICES, CLIENT AGREES THAT IT HAS READ THIS AGREEMENT AND UNDERSTANDS THE LIMITATIONS OF THE SERVICE DESCRIBED HEREIN. SBK’S LIABILITY TO CLIENT ON ACCOUNT OF ANY ACT OR OMISSION OF SBK RELATED TO THIS AGREEMENT, INCLUDING ACTS OR OMISSIONS RELATED TO 911 DIALING, SHALL BE LIMITED TO THE AMOUNT RECEIVED FROM CLIENT ON ACCOUNT OF THE HOSTED IP TELEPHONE SERVICE UNDER THE RELEVANT HOSTED IP TELEPHONE SERVICE MANDATE IN THE IMMEDIATELY PRECEDING 12 MONTHS. EXCEPT FOR DAMAGES THAT ARE THE DIRECT RESULT OF SBK’s WILLFUL OR INTENTIONAL MISCONDUCT, CLIENT WILL NOT BE ENTITLED TO ANY OTHER DAMAGES, INCLUDING INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION. SDK AND ITS EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY UNAUTHORIZED ACCESS, DAMAGES OR MODIFICATIONS TO, OR LOSS OR DESTRUCTION OF, ANY OF CLIENT SOFTWARE, FILES, DATA OR PERIPHERALS OR FOR COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT. SBK shall not be liable for any delay or failure to provide the Service, including 911 dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following: (i) act or omission of an underlying carrier, service provider, vendor or other third party; (ii) equipment, network or facility failure; (iii) equipment, network or facility upgrade or modification; (iv) force majeure events such as (but not limited to) acts of god; strikes; fire; war; riot; government actions; (v) equipment, network or facility shortage; (vi) equipment or facility relocation; (vii) service, equipment, network or facility failure caused by the loss of power to Client; (viii) outage of Client’s internet service provider or broadband/telecommunications service provider (including where SBK is Client’s internet service provider or broadband/telecommunications service provider); (ix) act or omission of Client or any person using the Service provided to Client; or (x) any other cause that is beyond SBK’s control, including without limitation a failure of or defect in any component, the failure of an incoming or outgoing communication, the inability of communications (including without limitation 911 dialing) to be connected or completed, or degradation of voice quality. Further, SBK shall not be liable to Client or others for any damages arising from the content of any data transmission, communication or message transmitted to or received by Client (whether read or unread, solicited or unsolicited), or losses resulting from any goods or service purchased or messages received or transactions entered into through the Service.
29. Disclaimer of Damages. EXCEPT AS PROVIDED ABOVE, IN NO EVENT SHALL SBK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CLIENT IN CONNECTION WITH THIS HOSTED IP TELEPHONE SERVICES MANDATE OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING INABILITY TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE DISCLAIMER AND LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT SBK WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES. 
30. No Warranties on Service. SBK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CLIENT REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, SBK DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY SBK OR SBK’s AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND. SBK DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, SBK EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON SBK BEHALF AND CLIENT SHOULD NOT RELY ON ANY SUCH STATEMENT.