Agenda packet — Lake Forest City Council, July 1, 2025 (part 2 of 4)

do so through the App Marketplace will not modify or terminate billing, for which Customer is liable. Customer is solely responsible for its use of the Third -Party App, and will indemnify Vonage and its Affiliates against any and all claims arising from Customer’s misuse of the Third-Party App or its breach of the App Terms. e. Vonage may enter into marketing arrangements with marketing partners (each a "Marketing Partner") or resale/distribution agreements with authorized distributors (each an "Authorized Distributor") who market Vonage Services to prospective customers who then subscribe to these Service Terms. When these Service Terms are accepted by a Customer, the Customer is considered a customer of Vonage only with respect to Vonage Services. As an example, if the distributor of internet services also markets Vonage- branded solutions and a Customer subscribes to both internet services and Vonage Services with Vonage under these Service Terms, the customer is considered, with respect to Vonage Services, only a customer of Vonage. The terms, conditions and policies pursuant to a Marketing Partner or Authorized Distributor's contractual arrangement with Customer for other products and services may differ from these Terms of Service, Privacy Policy and other policies applied by Vonage to similarly situated customers, but such Marketing Partner's or Authorized Distributor's terms, conditions and policies will not apply to Vonage Services, nor supersede these Service Terms as applicable to Vonage Services.

8. INTELLECTUAL PROPERTY; CUSTOMER DATA AND DATA DELETION A. Customer Data.

As between Customer and Vonage, Customer owns and reserves all right, title, and interest in Customer Data. Customer authorizes Vonage to use the Customer Data to provide the Services and perform in accordance with the Agreement.

B. Retention and Deletion of Call Recordings and Voicemails.

Except as agreed by Vonage and Customer in writing, Vonage shall delete Call Recordings and Voicemails as follows:
a. if CX Contact Center Services, in accordance with data storage terms set forth in the CX Service Description set forth here;
b. if VBC Servic es, call recordings are retained until Customer deletes the data, or the Service(s) are cancelled, or until Customer utilizes all allotted storage space. Customer may download the data at any time prior to cancellation or termination of Service(s).

Voicemail messages are retained for 90 days from the date the message was recorded and 7 days after cancellation or termination of the Service(s).

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c. Following the stated retention periods, the VBC Call Recordings and Voicemails are purged.

C. Suggestions.

Customer’s suggested improvements to and feedback regarding the Services are not Confidential Information, and Customer grants to Vonage an unrestricted, irrevocable, fully paid -up, and non -exclusive right to use such suggestions and feedback for any purpose.

D. Vonage Services and Vonage Content.

Vonage owns and reserves all right, title and interest in and to the Services and all improvements, modifications, and derivative works thereof. Other than the Customer Data, all Vonage Content is as between Customer and Vonage owned by Vonage.

Customer shall not (and shall not allow third parties to) (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of Vonage Content, except to the limited extent applicable laws specifically prohibit such reverse- engineering restrictions; or (ii) alter, modify, translate, or otherwise create derivative works of any part of the Vonage Content, except as may be authorized by specific licensing terms accompanying certain Software.

E. Other Rights.

Except as explicitly granted herein, neither Party is granted a license or other right (express, implied, or otherwise) to use any trademarks, copyrights, service marks, logos, trade names, patents, trade secrets, or other intellectual property of the other Party or its Affiliates without the express prior written authorization of the other Party.

F. Restrictions.

The Services may contain Vonage Content provided by Vonage, Vonage’s partners and customers, or other third parties, that are subject to and protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.

Customer shall abide by and maintain all copyright notices, information, and restrict ions contained in any Vonage Content accessed through the Services.

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9. CONFIDENTIALITY AND DATA PROTECTION
A. Confidential Information
“Confidential Information” means any non- public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including the material terms of this Agreement. The terms of the Agreement are the Confidential Information of both Parties. Neither Party may identify the other Party using its name, trademarks, and/or logos in marketing collateral, press releases, presentations, websites, and/or case studies without the other Party’s written consent. Confidential Information does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

B. Restrictions
Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of the Agreement (and for Vonage to provide the Services) and it will not disclose such Confidential Information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for Vonage to provide the Services or make other uses and disclosures identified in Vonage’s Privacy Policy. Each Party agrees to exercise due care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this section. In addition, Vonage may disclose the Agreement under a comparable non-disclosure agreement in response to a third- party due diligence request supporting a financing or non- ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process, or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy.

C. Data Security
Vonage agrees to use commercially reasonable efforts to safeguard the security of Customer Data it handles, stores, processes, or transmits within its reasonable span of DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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control in accordance with applicable law. If Vonage discovers or is notified of a breach of security relating to Customer Data, Vonage shall promptly (a) notify Customer of such breach; and (b) if the applicable Customer Data was within the reasonable span of control of Vonage at the time of such breach, Vonage shall: (i) use commercially reasonable efforts to mitigate the effects of the breach; and (ii) take commercially reasonable steps to institute safeguards that are designed to prevent or attempt to prevent the recurrence of such breach.

D. Personal Data
Processing of personal data by Vonage on behalf of Customer shall be subject to the terms of the Vonage Data Processing Addendum (“DPA”), which is automatically incorporated into the Agreement by this reference.

10. WARRANTIES AND DISCLAIMERS.

A. Vonage Warranty
Vonage 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, Vonage shall pass through to Customer any and all warranties Vonage receives in connection with equipment provided to Customer.

The Services will be provided substantially in accordance with the applicabl e Service Level Agreement. Customer’s exclusive remedy and Vonage’s entire liability for a breach of this Section are set forth in the applicable Service Level Agreement and Section 13 (Termination).

B. Customer Warranty
Customer and its Authorized Users’ use of the Services must at all times comply with all applicable laws and this Agreement.

C. Assumption of Risk
Vonage has no special relationship with or fiduciary duty to Customer. Notwithstanding anything to the contrary herein, Vonage shall have no liability for acts, faults, or omissions of any third party telecommunications systems, networks, or operators (including, without DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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limitation, suspension or termination of Vonage’s connections, or faults in or failures of such apparatus or network).

D. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SALES ORDER, OR

APPLICABLE SERVICE LEVEL AGREEMENT, TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, THE SERVICES AND VONAGE CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND,

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G., AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR

PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VONAGE, AND VONAGE’S SUPPLIERS, PARTNERS, AND LICENSORS, AND EACH OF VONAGE’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND

AGENTS, DO NOT WARRANT (AND HE REBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE

SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY

DEFECTS OR ERRORS WILL BE CORRECTED, (III) THE CONTENT ON THE

VONAGE WEBSITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES

LINKED THERETO) IS ACCURATE, ERROR- FREE, OR COMPLETE, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

VONAGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME

RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR

SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE

SERVICES, AND VONAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE

RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN A BUSINESS

ASSOCIATE AGREEMENT SIGNED BY VONAGE, VONAGE MAKES NO

REPRESENTATION OR WARRANTY THAT THE SERVICES OR THEIR USE WILL

COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA,

AND IS RELEASED FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA.

11. INDEMNIFICATION
A. By Customer
Customer agrees to defend, indemnify, and hold harmless Vonage, its Affiliates, and each of their respective employees, licensors, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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losses, fines, penalties, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with claims made or brought by a third party arising from or relating to: (i) use of the Services in a manner not authorized by this Agreement, including violations of the AUP or applicable law, by Customer, its Affiliates, or its or their Authorized Users, employees, agents, or subcontractors; (ii) claims relating to Customer Data; or (iii) gross negligence, fraud or willful misconduct of Customer, its Affiliates, or its or their employees, agents or subcontractors.

B. By Vonage
Vonage agrees to defend, indemnify and hold harmless Customer from and against any Losses incurred in connection with claims made or brought by a third party arising from or relating to (i) infringement of third-party Intellectual Property Rights due to Customer’s authorized use of the Services (other than Customer Data); or (ii) gross negligence, fraud or willful misconduct of Vonage or its employees, agents, or subcontractors.

Notwithstanding any of the foregoing, Vonage shall have no liability for Losses arising out of (x) any combination, operation, or use of the Services with any hardware, software, or services not provided by Vonage, except to the extent such combination, operation, or use is necessary for the use of the Services; or (y) use of any sample or reference code made available by Vonage or any third party, via the Vonage Website or otherwise.

C. Procedure
The indemnified Party shall notify indemnitor promptly after the indemnified Party learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice shall only affect the rights of the indemnified Party to the extent that indemnitor is prejudiced. The indemnified Party shall not admit any liability whatsoever.

The indemnitor shall be entitled to take sole control of the defense and investigation of the indemnifiable claim at its own expense, by providing prompt written notice to the indemnified Party. The indemnified Party shall cooperate in all reasonable respects with the indemnitor and its attorneys in the defense of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with the indemnitor’s defense. All settlements of indemnifiable claims under this Section shall:
(i) be entered into only with the indemnified Party’s consent if such settlement requires any admission of guilt or imposes any restriction or obligation on the indemnified Party; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement.

12. LIMITATION OF LIABILITY
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A. Exclusions

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR VONAGE’S SUPPLIERS, LICENSORS, PARENT, SUBSIDIARY,

AFFILIATE, CONTENT PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE

DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY

CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER

LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT,

INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL D AMAGES OF

ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR

BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, OR COST OF

PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS, OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES);

B. Direct Damages; Limitations
a. VONAGE'S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR

RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS PAID OR ARE PAYABLE TO VONAGE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH

PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM SUBJECT TO THIS SECTION. THE PARTIES ACKNOWLEDGE AND ACCEPT THE

REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION.
b. NOTWITHSTANDING THE PROVISIONS IN THIS SECTION, NOTHING IN THIS

AGREEMENT SHALL LIMIT FINANCIAL LIABILITY IN RESPECT OF THE CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S LIABILITY FOR DEATH, BODILY I NJURY, OR

DAMAGE TO TANGIBLE PERSONAL PROPERTY, OR ANY OTHER ACT OR

OMISSION FOR WHICH LIABILITY SHALL NOT BE LIMITED UNDER APPLICABLE LAW.

13. TERM AND TERMINATION
A. Term
This Agreement shall be effective beginning on the Effective Date and continue for so long as Services are being provided to Customer.

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B. Termination
Either Party may terminate the Agreement for cause: (i) if the other Party is in material breach of the Agreement and has failed to cure such breach within thirty days after written notice thereof, or (ii) upon the other Party’s liquidation, commencement of dissolution proceedings, disposal of substantially all assets, failure to continue its business in the ordinary course, assignment for the benefit of creditors, or becoming the subj ect of a voluntary or involuntary bankruptcy or similar proceeding.

C. Effect of Termination and Survival
Upon termination of the Agreement, and without limiting any of Vonage’s other remedies hereunder: (i) Customer remains liable for all Charges and any other obligations accrued and owed by Customer through the effective date of such termination, and (ii) except in the case of termination owing to Vonage breach, Customer remains liable for all Charges and any other obligations accrued and owed by Custom er from the date of termination through the end of the contracted Service Term, and (iii) except as expressly set forth herein, all of Customer’s rights and licenses under the Agreement will immediately terminate and Customer shall cease using the Services. All amounts accrued or owed to Vonage in connection with the Agreement, and any other provisions which by their nature would reasonably survive, shall survive any termination of the Agreement. Following any suspension or termination of the Agreement or Customer’s Account other than for breach, Customer may request any post -termination assistance that Vonage may elect to make generally available with respect to the Services, subject to and conditioned upon Customer’s advance payment of any applicable fees and acceptance of all terms and conditions that Vonage specifies in writing with respect thereto.

14. NOTICES
a. Vonage shall send notices hereunder via email to the email address Customer provides in its Account. It is Customer’s responsibility to keep its email address current, and Customer will be deemed to have received any email sent to the last known email address Vonage has on record for Customer.
b. Customer shall send notices hereunder as follows:
i. Formal Legal Notices - via email to [email protected]. ii. Billing Disputes - via email to [email protected].

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iii. Cancellation/Non-Renewal of Services - by contacting Vonage Customer Care, or Customer’s account manager via email..
c. 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 (Notices) or by Customer via the Customer portal.

15. EMERGENCY SERVICES

BY USING THE SERVICE AND/OR VONAGE EQUIPMENT, CUSTOMER
ACKNOWLEDGES THE LIMITATIONS OF VONAGE’S EMERGENCY SERVICE AS

DESCRIBED IN ITS EMERGENCY SERVICES POLICY, AS WELL AS THOSE SET FORTH IN THIS SECTION. CUSTOMER AGREES AND ACKNOWLEDGES THAT

WHILE MOST VONAGE SERVICES OFFER ACCESS TO APPLICABLE EMERGENCY SERVICES, OTHERS MAY NOT. CUSTOMER IS ADVISED TO THOROUGHLY READ

AND UNDERSTAND THE APPLI CABLE EMERGENCY SERVICES
ACKNOWLEDGEMENT AND THE OPTIONS AVAILABLE. CUSTOMER

ACKNOWLEDGES THAT IT ASSUMES THE RISKS ASSOCIATED WITH THE

EMERGENCY SERVICE LIMITATIONS AS SET FORTH IN THE EMERGENCY SERVICES DISCLOSURE NOTICE AND ACKNOWLEDGMENT.

16. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the country indicated on Schedule 2 based on Customer’s domicile, in any case without reference to conflicts of law rules, and jurisdiction and venue for all claims shall be held in accordance with Schedule 2. The United Nations Convention on Contracts for the International Sale of Goods shall be inapplicable hereto.

17. ARBITRATION AND DISPUTE RESOLUTION
A. Management Resolution
In the event either Party has a dispute or claim against the other Party, the disputing Party shall provide written notice to the other Party per Section 14 (Notices). The Parties agree to escalate disputes (other than invoice disputes) to their respective management, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both parties within thirty days of the receipt of notice. Neither Party shall pursue or commence proceedings DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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regarding the dispute in any court, administrative arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

B. Binding Arbitration
If negotiations fail to resolve the dispute within thirty days, and/or small claims court is not a valid option due to the size or nature of the claim, all disputed claims (except for claims relating to Intellectual Property Rights, indemnity, or confidentiality obligations, fraudulent or unauthorized use, theft, or piracy of service, or matters relating to injunctions or other equitable relief) must be resolved by binding arbitration before a single arbitrator, in the English language. This agreement to arbitrate is intended to be given the broadest possible meaning under applicable law. The initiation of an arbitration dispute shall not otherwise prevent Vonage or Customer from terminating Services in accordance with the Agreement.

C. Location and Procedure
A Party who intends to seek arbitration must first send to the other Party a written notice of dispute per Section 14 (Notices), which must describe the nature and basis of the dispute and set forth the specific relief sought. The arbitration location and arbitration organization will be according to the terms of Schedule 2, based on the principal business location of Customer. The amount of any settlement offer made by Customer or Vonage shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Vonage is entitled. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

D. Jury Trial and Class Action Waiver
Subject to applicable law, each Party waives its right to a trial by jury for claims subject to arbitration hereunder. The arbitrator may award relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party's individual claim. The arbitrator may not award special, indirect, punitive, incidental or consequential damages. CUSTOMER MAY BRING CLAIMS AGAINST VONAGE ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A CLAIMANT / PLAINTIFF,

CLASS MEMBER OR GROUP ACTION IN ANY PU RPORTED CLASS OR GROUP

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WAIVES ITS RIGHT TO BRING A CLASS OR GROUP ACTION SUIT. The arbitrator may not consolidate more than one person's or entity's claims and may not otherwise preside over any form of a representative or class proceeding.

E. Equitable Relief
Notwithstanding the foregoing, each Party shall be entitled to enforce its Intellectual Property Rights and seek equitable relief in any court of competent jurisdiction at any time.

18. MISCELLANEOUS
A. Entire Agreement; Headings
This Agreement constitutes the entire agreement between Customer and Vonage with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the Parties with respect thereto. The section and paragraph headings in the Agreement are for convenience of reference only and shall not affect their interpretation. No oral or written information or advice given by Vonage or its employees and other representatives will create any obligations or warranty on behalf of Vonage unless otherwise agreed in a writing signed by an authorized Vonage representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date hereof, shall have no force or effect. In the event that the Parties have executed versions of the Agreement drafted in more than one language, the English language version shall govern and prevail. Customer represents that Vonage has made no commitments or promises orally or in writing with respect to delivery of any future features or functions. In relation to any future features or functions, all presentations, RFP responses, and/or product roadmap documents, information or discussions are informational only and are not the basis for, nor part of this Agreement or any Sales Order.

B. Modifications and Waivers
Except as expressly provided elsewhere in the Agreement, the Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent, or confirmation on Vonage’s behalf may only be given by an authorized signatory of Vonage. The failure of either Party to exercise DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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in any respect any right provided for herein shall not be deemed a waiver of any ot her rights hereunder.

C. Severability
If any provision of the Agreement, or any part thereof, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that the Agreement will otherwise remain in full force and effect.

D. Force Majeure
Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, pandemic, sabotage, or denial of service attacks.

Neither Party’s invocation of this clause will relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate an y Services except as expressly provided herein. The affected Party shall make all reasonable efforts to mitigate the effects of the force majeure event on the performance of its obligations under this Agreement.

E. Relationship of the Parties; No Third-Party Beneficiaries The relationship of the Parties shall not be that of partners, agents, or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Vonage and Customer are independent contractors and shall discharge their contractual obligations at their own risk subject to the terms of the Agreement. Except as explicitly stated herein, nothing in the Agreement shall confer upon any third parties any rights, benefits, or remedies.

F. Assignment
This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Neither Party shall assign the Agreement without the other Party’s prior written DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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consent, not to be unreasonably conditioned, withheld or delayed; provided that such assigning Party may, without consent, but with reasonable prior written notice, assign its rights and obligations hereunder to any parent, affiliate, or subsidiary of such assigning Party o r pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets; provided, further, that with respect to an assignment by Customer, (i) the successor shall not provide services that compete with Vonage; (ii) the successor must be at least as creditworthy as Customer, as reasonably determined by Vonage; (iii) the successor shall agree in advance and in writing to assume and be bound by all provisions of the Agreement, and shall deliver to Vonage upon request ful ly- executed documents reasonably acceptable to Vonage establishing the terms of such an assignment; (iv) such assignment may not constitute or result in a violation of applicable trade control, export, or other law; and (v) Customer shall remain liable for all of Customer’s obligations that accrued prior to such assignment. Any assignment by a Party other than as permitted by this section shall be void and of no force or effect.

G. Trade Compliance
By using the Services, Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions, or similar restrictions issued by any applicable governmental entity; and (ii) Customer, its Affiliates, and its Authorized Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws, or the like. Customer shall not use the Vonage Website or Services for any purpose prohibited by applicable law, including the development, design, manufacture, or production of missiles, or nuclear, chemical or biological weapons. Customer may not use, export, re- export, import, or transfer any technology or data related to the Services except as authorized by the Agreement and all applicable laws, rules, and regulations.

H. Government Terms
If Customer is an agency, department or other entity of any government, then any use, modification, duplication, reproduction, release, performance, display, transfer, or disclosure of the Services and accompanying documentation shall be governed solely by this Agreement. Any other use shall be prohibited and no other rights are granted.

I. Authority and Execution
Each Party represents that (i) it has full authority to enter into and per form under this Agreement; (ii) the person accepting the Sales Order(s) and any other applicable documents on its behalf is properly authorized; and (iii) it has read the Agreement, DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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understands it, and agrees to be bound by all of its terms, conditions, and provisions. This Agreement shall become effective upon Acceptance of a Sales Order. Electronic Acceptance of Sales Orders and any other applicable documents, and the incorporation by reference of this Agreement into all applicable documents shall be deem ed valid, binding and enforceable by and against both Parties.

J. Basis of Bargain; Failure of Essential Purpose
Customer acknowledges and agrees that Vonage has established its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability and the warranty disclaimers set forth in this Agreement, and that they are an essential basis of the bargain between the parties and are material terms of this Agreement. The Parties agree that the limitations and exclusions of liability and warranty disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose, and Customer hereby waives its right to contest the enforceability of any provision of this Agreement by reason of such failure.

K. Export Compliance
The Services and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on the United States’ government denied- party list . Additionally, the Customer shall not permit its Authorized Users to access or use the Services while located in a United States embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any United States’ export law or regulation.

L. Order of Precedence
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the DPA and BAA (if applicable); (b) the Sales Order; (c) Product- Specific Terms (where relevant); (d) the Service Descriptions and Service Level Agreement (if applicable); (e) this Agreement; (f) the Statement of Work (if applicable).

M. Choice of Language
Each Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only.

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N. Survival
Survival. The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate.

SCHEDULE 1
Definitions

“Acceptance” of an Sales Order (or “Accepts” or “Accepted”) shall mean (a) with respect to the Customer: (i) clicking a box indicating acceptance; (ii) executing a Sales Order, amendment or Change Order, (iii) using Vonage’s online portal to order Services; (iv) conveying Sales Ordering instructions to Vonage followed by implementation of such Sales Order instructions; (v) using free or N/C Services; and (b) as to Vonage, the written or electronic confirmation of its acceptance of an Sales Order. “Account” means the numbered account established with Vonage and associated with Customer and the Services provided to Customer under this Agreement. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means a Sales Order, this Agreement, and all applicable documents incorporated by reference and/or mutually Accepted by the Parties, which shall collectively form a legally binding agreement.
“AUP” means the Acceptable Use Policy accessible here.
“Authorized User” means the authorized individual accepting this Agreement on behalf of Customer, and to whom Vonage has supplied a user identification and password.

Authorized Users may include, for example, employees, consultants, contractors and DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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agents of Customer and its Affiliates, and third parties with which Customer authorizes to access Customer’s Account and use the Services.
“Change Order” means any mutually agreed change to a SOW affected by a Change Order form, signed by the Customer and Vonage detailing the relevant change. “Charges” or “Subscription Charges” means the charges and fees payable under this Agreement.
“Customer” means the customer identified in the Sales Order. “Customer Data” means all data, information or material submitted by the Customer or the persons to whom the Customer Data relates, or Authorized Users to the Subscription Services, in connection with Customer’s use of the Services. “Customer Equipment ” means any equipment, software, software data storage, systems, cabling or facilities provided by the Customer and used directly or indirectly with the Services.
“Customer Location” means the physical location(s) where the Services are provided. “Effective Date” means the date of acceptance or execution of the applicable Sales Order.
“Initial Term” means the initial term of the Subscription Services as stated on a Sales Order.
“Intellectual Property Rights ” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get -up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. “Marketplace” means an online exchange, catalogue or mark etplace of applications, sponsored or operated by Vonage, that interoperate with the Services. “Other Data” means information obtained by Vonage from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to a Sales Order.
“Payment Terms” means the period of time Customer is required to remit payment for an invoice in full, without deduction or set-off, as stated in the Sales Order.

DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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“Professional Services” means the set -up, installation, configuration and other professional services identified in a Sales Order (and more fully described in an applicable SOW) that are to be provided by Vonage in connection with the Subscription Services. “Professional Service Fees” means the fees for the Professional Services as set out in the Sales Order.
“Renewal Term” means the period immediately following expiration of the Initial Term which is the same duration as the Initial Term except as otherwise set forth in the Sales Order or amendment.
“Sales Order” means the Vonage Services ordering document, electronic or paper format, (together with any schedules), accepted by Customer and Vonage detailing the specific products and Services purchased by the Customer. By entering into a Sales Order Customer agrees to be bound by the terms of this Agreement. “Service Description ” means individually or collectively the documentation that describes the Subscription Services.
“Services” or “Subscription Services” means all products, software and ser vices provided under this Agreement (including Vonage Equipment) that are ordered by Customer, which are provided on a recurring or subscription basis, and for which the Customer pays one or more Charges, and that are provided by Vonage as detailed on the Sales Order. Services exclude non-Vonage products and services and Other Data. “Shipping and Handling” means any fees and costs payable by Customer to Vonage in connection with packaging, shipping, or processing Vonage Equipment or purchased equipment to a Customer Service location.
"Software" means proprietary software (including documentation relating to such software) owned or licensed by Vonage, or which Vonage has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used by Customer in connection with the Services.
“Statement of Work” or “SOW” means the document signed by Parties which describes the Professional Services to be provided.
“Subscription Services Invoicing Frequency” means the intervals at which Vonage will deliver its invoices for Subscription Charges as detailed on the Sales Order. “Subscription Term” means the term of the Subscription Services and shall include the Initial Term together with any Renewal Term. The term of Subscription Services shall be as specified in the applicable Sales Order.
“Subscription Service Term Start Date” means the date that the Account is created, Customer has platform access, the subscription licenses are first made available DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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(activated), and the Subscription Term and payment obligation for the Subscription Services commences.
“Taxes and Fees” means those country, province, federal, state, or local taxes, including without limitation, use, sales, value- added, privilege, or other taxes, levies, im ports, duties, fees, surcharges, governmental assessments, and withholdings assessed against Customer or the Subscription Services, equipment purchases and Professional Services.

Taxes and Fees do not include Vonage fees, recovery fees and surcharges that may be imposed on specific Services, and which are described in the applicable Sales Order and/or Invoice.
“Usage Charges” means the variable, usage- based charges payable by the Customer for connected minutes of telephony not falling within a relevant bundle of pre- purchased connected minutes of telephony or other monthly recurring charges for Services including minutes of telephony, or for SMS texts (if any) at the rates set out in the applicable Service Description or as otherwise defined in the Agreement.
“Vonage” means the Vonage business entity identified on the Sales Order. “Vonage Content” means all content made available by Vonage through the Vonage Website or the Services.
“Vonage Business Communications Services” or “VBC Services” means the telephony, conferencing, messaging and related Subscription-based services. “Vonage Contact Center Services or VCC Services” means the contact center services provided by Vonage.
“Vonage Equipment” means all equipment that is used, leased or otherwise provided by Vonage to Customer for use in connection with the Services, including phone hardware (e.g., phones, routers, switches, SD -Wan devices, and battery backup). Vonage Equipment does not include Customer Equipment or Third-Party Equipment. “Vonage Website” means the website set forth at https://www.vonage.com/ and/or other localized Vonage website as may be available or applicable in certain countries, through which Vonage’s products and services are described, as well as the online administrative portal through which Customer manages the Account and/or can make additional purchases for the Account.

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SCHEDULE 2
Vonage Contracting Entities, Governing Law, Venue

Customer
Domicile
d In
Supplier Contacting Entity Address For
Notices
Governin
g Law
Courts
Having
Exclusive
Jurisdiction

Arbitration
Association
and Place of
Arbitration
Europe,
Middle
East or
Africa
Vonage Business Limited,
a company registered in
England and Wales.

Registered Number:
3602868
Legal Department,
Vonage Business
Limited
Rosalind House,
Jays Close,
Basingstoke,
Hampshire, RG22
4BS, UK
England England
London
Court of
Internationa
l Arbitration
(LCIA)
having its
seat of
arbitration
in London
North
America
or South
America
Vonage Business Inc.,
a company registered in
the
United States of America.

Registered Number:
4437638
Legal Department,
23 Main Street,
Holmdel, NJ
07733
Email: LegalNotic
[email protected]
Delaware Delaware
American
Arbitration
Association
The Asia
Pacific
Region
Vonage Australia Pty Ltd,
a company registered in
Australia.

Registered Number:
153693326
Legal Department,
Level 12680,
George Street,
Sydney, NSW
2000, Australia
New
South
Wales,
Australia
New South
Wales,
Australia
The
Institute of
Arbitrators
&
Mediators
Australia
having its
seat in
Sydney

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SCHEDULE 3
Country-Specific Terms

The following additional terms and conditions (“Country -Specific Terms”) shall apply if and to the extent the Customer is domiciled under the laws of one of the countries listed below. In the event of a conflict between the Country -Specific Terms and the other provisions of the Agreement, the Country-Specific Terms shall prevail.

Australia
Except to the extent permitted by law, nothing in this Agreement has the effect of excluding, restricting or modifying:

1. The application of any Consumer Guarantee that applies to the supply of the Services (“Consumer Guarantees” means, if applicable to the Parties, the consumer guarantees in Division 1 of Part 3-2 of the Australian Consumer Law);

2. The exercise of a right under any Consumer Guarantee that applies to the supply of the Services; or

3. Any liability of Vonage for a failure to comply with a Consumer Guarantee that applies to the supply of the Services.

4. To the extent permitted by law, Vonage’s liability for breach of any Consumer Guarantee is limited,
at the Vonage’s option to:
i. the re-supply of the Services that breached the Consumer Guarantee; or ii. the payment of the cost of having those Services supplied again.

Belgium
Customer may terminate a Sales Order for convenience at any time, provided that (a) if Customer terminates the Sales Order for convenience prior to the end of the sixth month of the Subscription Service Term, it shall be liable to Vonage for all Charges that would have been due under the applicable Sales Order through the end of the sixth month of the Subscription Service Term; and (b) Customer shall not be liable for any early DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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termination charges if it terminates the Sales Order for convenience on or after the end of the sixth month of the Subscription Service Term.

Canada
Each Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only. Les parties reconnaissent avoir exigé que le présente convention et tous les documents connexes soient rédigés en anglais seulement.

European Union
The following terms (“EU Terms”) shall apply to the extent the Customer is organized under the laws of a Member State of the European Union.

1. Changes to the Agreement. A unilateral change to the Agreement by Vonage shall be effective thirty days after Vonage provides notice to Customer. If Customer reasonably objects to such change and such change is not to the exclusive benefit of Customer, it may terminate the Agreement by providing notice of termination to Vonage no later than thirty days following Vonage’s notification of the change to Customer.

2. Use of Customer Data. Customer shall ensure that Vonage is enabled to use all Customer Data (including content) necessary to provide the Services).

3. Primary Characteristics of Services. The primary characteristics of the Services will remain available to the Customer during the Subscription Service Term of the Agreement.

4. Waiver of Certain Provisions of the European Electronic Communications Code. If Customer is a microenterprise, small enterprise, or not-for-profit organization (as defined under European Union law), it hereby explicitly waives the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the European Parliament and of the Council of December 11, 2018 establishing the European Electronic Communications Code (“EECC”), and any Member State law or regulation implementing these EECC provisions.

Germany
Customer may dispute an invoice by providing written notice within eight weeks after receipt. Handling of the dispute shall be in accordance with the German Telecommunications Act.

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Sweden

1. Limits on Usage Charges. Customer may at any time during the Term, free of charge, request the Services be suspended when call and other charges have reached an amount specified by Customer. The specified amount may be amended by Customer without additional charges.

2. Blocking High-Cost Calls. Customer may at any time during the Term, free of charge, request that numbers with elevated calling fees be blocked.

The Netherlands
No limitations on liability shall apply to losses arising from Vonage’s deliberate recklessness or intentional misconduct.

United Kingdom

1. Waiver of Certain Provisions of the European Electronic Communications Code.

If Customer is a microenterprise, small enterprise, or not-for-profit organization (as defined under European Union law), it hereby explicitly waives the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the European Parliament and of the Council of December 11, 2018 establishing the European Electronic Communications Code (“EECC”), and any Member State law or regulation or the UK General Conditions of Entitlement (GCs) implementing these EECC provisions.

2. Emergency Services.

2.1 For Customers accessing the Telephony Services via a VBC-UK Plan; where such service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, the Customer understands and acknowledges that Users may experience some service limitations as follows:

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2.1.1 If using the Telephony Services outside England, Wales, Scotland and Northern Ireland a User will not be able to call emergency services for the country in which the User is located. The Customer is responsible for ensuring that a line from another communications provider is set up to call emergency services within the relevant country.

2.1.2 If there is a Telephony Service outage for any reason, such outage may prevent access to 999/112 dialing.

2.1.3 The Customer must register with the Supplier the primary physical location where it will be using the Telephony Service. The Customer’s main location will be registered as a part of receiving the Telephony Service. It is the Customer’s responsibility to maintain the accuracy of its location address if there are any changes. The Customer can do this by telephoning the Supplier’s support team on 0800 316 1317 or +44 207 760 8888. If the Customer fails to update the Supplier with changes, it may or may not be possible for emergency operators and authorities to identify the User’s location and phone number when he/she dials 999/112. Location information of the Customer’s main office (as notified) will only be provided to emergency services; extension information may not be provided to emergency services. When dialing 999/112, the User will need to state his/her location and phone number promptly and clearly, as emergency operators and authorities may not have this information.

2.1.4 Emergency operators and authorities may or may not be able to identify the User’s phone number in order to call the User back if the call is unable to be completed, is dropped or disconnected, or if the User is unable to speak to state his/her phone number and/or if the Telephony Service is not operational for any reason. Emergency operators and authorities may also not be able to hold the line open in the event that the User hangs up.

2.1.5 The Customer agrees to inform Users and potential users of the Telephony Service of the above limitations and understands and accepts that it should always have an alternative means of accessing 999/112 emergency services.

2.1.6 If the Supplier has cause to suspend the Telephony Service, a User will still be able to dial 999.

2.2 Outbound dialling to emergency services is not available if the Telephony Services are accessed via the Vonage Contact Centre contact-pad (which is the interface used by Authorized Users providing voice capabilities, features and functions).

2.2 Outbound dialing to emergency services is not available if the Telephony Services are accessed via the Vonage Contact Centre contact-pad (which is the interface used by Authorized Users providing voice capabilities, features and functions).

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3. Number Porting.

3.1 Although unlikely, number portability (which is the process for moving Customer’s telephone number from one communications provider to another) may not be possible. If the Customer wishes to port its telephone number to the Supplier or its telephone number from the Supplier to another provider, the Supplier cannot guarantee that the Customer will be able to retain its telephone number.

DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF

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ADDENDUM TO VONAGE BUSINESS SERVICE TERMS

Sales Order #(s): 626491,626490, 626489

This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Order ("Sales Order"). This Addendum supplements or amends the terms and conditions set forth at https://www.vonage.com/legal/unified- communications/tos/global-vbc-tos/ (the "Service Terms"), which are referenced in and made part of the Sales Order. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum wi ll control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.

Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:

1. PRICING

Customer will pay Vonage Business up to $244,413 for Products and Services over the 36-month Service Term. All quoted prices in the above-referenced Sales Order may not include Taxes and Fees.

The authorized representatives of Vonage Business and Customer have executed this Addendum below:

Vonage Business Inc. The City of Lake Forest
By:

Name:

Title:

By: {{__evi__Signer1_es_:signer1:signature}}
Name:

Title:

Date: Date: {{__evi__Des_:signer1:date:required}}

DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Best Best, & Krieger LLP, City Attorney
Robert Pequeño
Mayor
12/8/2022

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ATTACHMENT 2

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DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

MEMORANDUM

DATE: APRIL 24, 2024
TO: DEBRA ROSE

CITY MANAGER

FROM: DOUGLAS MCBRATNEY

INFORMATION TECHNOLOGY MANAGER

CC: KEITH NEVES

ASSISTANT CITY MANAGER

KEVIN SHIRAH

DIRECTOR OF FINANCE / CITY TREASURER
SUBJECT: FIRST AMENDMENT TO VONAGE VOIP SERVICE

CONTRACT

SUMMARY
Staff requests City Manager approval of the First Amendment to the 2022 Vonage Business, Inc., Agreement (“Agreement”) for additional phones, software, and contingency, adding $7,587 for a new not-to-exceed amount of $252,000.

BACKGROUND
On December 30, 2022 the City executed an agreement with Vonage Business Inc. (“Agreement”) for Voice Over IP (VOIP) telephone service, software, and equipment rental for multiple City facilities, in the amount of $244,413. The Agreement included a total of 213 telephones of all types. See table below for detail on the type and deployment of these telephones:

FACILITY

TELEPHONE TYPE

TOTAL

BASIC

PREMIERE

CONFEREN
CE
Sports Park 4 12 0 16
Skate Park 0 3 0 3
Civic Center 52 131 11 194
Total 56 146 11 213

DISCUSSION

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DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

The City authorized the creation of three new Full-Time employee positions during FY23-24. The City has also brought on additional contractors and hired interns since contract execution, which are not necessarily specifically called out in the budgets, making it difficult to anticipate infrastructure needs for these staff. Information Technology has been able to meet the telephone needs of staff so far by moving phones from temporarily unused cubicles and offices and deploying them to new staff. However we have reached the point where we need to order additional telephones and the associated software to meet the City’s business needs.

Staff calculates six (6) new standard desktop telephones, model CCX 500 with a color display and premiere software license, will meet known City needs through the remainder of the term. The cost will be $9.00 per phone for rental, and $29.00 per month for licensing, for a total of $228.00 per month, with an up-front charge of $263.94. With approximately 19 months left on the Agreement, total cost for the new phones will be $4,596.00. Staff also requests a contingency amount of $2,991. If incidental software services or phones are needed during the remainder of the Contract term, these can then be approved by the Assistant City Manager up to this amount with a Change Order. This results in a new contract amount of $252,000 as shown in Table 1. The total proposed amendment of $7,587 is less than 10% of the original contract amount, and is therefore within the City Manager’s approval authority.

Table 1: Contract Costs
Item Amount
2022 Agreement $244,413
Additional Phones $4,596
Contingency $2,991
Total Amendment $7,587
Revised Contract Total $252,000

FISCAL IMPACT

The proposed Fiscal Year 2024-25 Operating Budget includes sufficient funds for this purpose. As discussed in the staff report accompanying the original Agreement, the stated amount excludes federal, state, and local taxes and fees, which can be substantial. The IT Division does budget for these additional fees that are outside the Vonage Agreement.

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DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

ATTACHMENTS

1. Vonage Business Inc. Agreement (2022)

2. First Amendment to Vonage Business Inc., Agreement

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DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

Customer Install Address
Customer Billing Address

Douglas McBratney Douglas McBratney
City of Lake Forest City of Lake Forest
100 Civic Center Dr 100 Civic Center Dr
Lake Forest, CA 92630-9202 Lake Forest, CA 92630-9202
US US

One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price Polycom CCX 500 & Handset no Power
Supply - Rental 6 $0.00 $0.00 $9.00 $54.00
Polycom CCX 500 & Handset no Power Supply - Rental
Phone Shipping and Handling - Ground 6 $14.99 $89.94 $0.00 $0.00 Ground shipping of phone to customer site. Per phone fee. Continental US only.

Premier Plus 6 $29.00 $174.00 $29.00 $174.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.

*plus applicable Taxes and Fees

Customer Vonage Business Inc.

Signature Signature
Debra Rose Vincent DePasquale
Printed Name of Authorized Signatory Printed Name of Authorized Signatory City Manager Sr. Director of Customer Success

Title Title
5/7/2024 May 7, 2024

Date Date

By signing this Sales Order, Customer agrees to the changes and hereby accepts the Services described above and agrees to pay all related fees and charges, including any Taxes and Fees, by the due date. Customer further agrees to adhere to the terms and conditions of the Sales Order# 662947
Account ID: 908654
Date: 04/16/2024
Sales Person: Sabrina Susuras
Pricing Expires: 04/30/2024
Requested Install Date: 04/30/2024
Term: 24 Months

CALL 888.697.7437
One Time Total* $263.94 Monthly Total* $228.00

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DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

Customer's existing Vonage Business service agreement. The person whose signature appears above represents and warrants that they are authorized to approve, accept and sign this Sales Order.

Approved as to Form:

Best Best & Krieger LLP, City Attorney
Sales Order# 662947
Account ID: 908654
Date: 04/16/2024
Sales Person: Sabrina Susuras
Pricing Expires: 04/30/2024
Requested Install Date: 04/30/2024
Term: 24 Months

CALL 888.697.7437

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DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

ADDENDUM TO VONAGE BUSINESS SERVICE TERMS
Sales Order #(s): 626491,626490, 626489, 662947
This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Order ("Sales Order"). This Addendum supplements or amends the terms and conditions set forth at https://www.vonage.com/legal/unified-communications/tos/global-vbc-tos/ (the "Service Terms"), which are referenced in and made part of the Sales Order. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.

Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:

1. PRICING

Customer will pay Vonage Business up to $252,000 for Products and Services over the 36- month Service Term. All quoted prices in the above-referenced Sales Order may not include Taxes and Fees.

The authorized representatives of Vonage Business and Customer have executed this Addendum below:

Vonage Business Inc. The City of Lake Forest
By: By:

Name: Vincent DePasquale Name: Debra Rose
Title: Sr. Director of Customer Success
Date: May 7, 2024
Title:

Date:

City Manager
5/7/2024

Approved as to Form:

Best Best & Krieger LLP, City Attorney

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DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

Previous Contract
Customer Install Address
Customer Billing Address
Sales Order# 626490
Account ID: 911727
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months

Douglas McBratney Douglas McBratney
Skate Park Skate Park
100 Civic Center Dr 20028 Lake Forest Dr
Lake Forest, CA 92630-9202 Lake Forest, CA 92630
US US

One Time Total* $0.00 Monthly Total* $-135.60

*plus applicable Taxes and Fees

One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price

Premier Plus 3 $0.00 $0.00 $25.00 $75.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.

Polycom VVX601 POE Rental 3 $0.00 $0.00 $9.00 $27.00
Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.

Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00

*plus applicable Taxes and Fees

Difference $0.00 Difference $-33.60

Customer Vonage Business Inc.

Signature Signature
Robert Pequeño Vincent DePasquale

Printed Name of Authorized Signatory Printed Name of Authorized Signatory Mayor Sr. Director of Customer Success

Title Title
12/8/2022 Dec 30, 2022

Renewal
CALL 888.697.7437
One Time Total* $0.00 Monthly Total* $102.00

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DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

Date Date

This Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and use the Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forth in any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms of Service set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection, early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into the Sales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the Service Terms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept the Service Terms.

Prices do not include applicable Taxes, Fees and Shipping and Handling charges.

Sales Order# 626490
Account ID: 911727
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months

CALL 888.697.7437

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DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

Previous Contract
Customer Install Address
Customer Billing Address
Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months

Douglas McBratney Douglas McBratney
City of Lake Forest City of Lake Forest
100 Civic Center Dr 100 Civic Center Dr
Lake Forest, CA 92630-9202 Lake Forest, CA 92630-9202
US US

One Time Total* $0.00 Monthly Total* $-6,697.50

*plus applicable Taxes and Fees

One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price

Polycom 6000 Rental 11 $0.00 $0.00 $18.00 $198.00
Rental of phone handset. Does not include power brick.

Managed Analog Port 5 $0.00 $0.00 $8.00 $40.00
Single Call Session with Analog Handoff for Analog Devices. Not to be used for fax machines, credit card machines, postage meters or alarm lines. ATA may be included.

Managed Router Rental - Ethernet up to
50 mb 1 $0.00 $0.00 $15.00 $15.00
Router to support ethernet delivery up to 50 mbps. Equipment must be returned at end of contract.

Premier Plus 131 $0.00 $0.00 $25.00 $3,275.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.

Polycom VVX601 POE Rental 119 $0.00 $0.00 $9.00 $1,071.00 Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.

Auto Attendant 10 $0.00 $0.00 $5.00 $50.00
Answers and routes calls to 11 destinations. Includes a DID, and Dial by Name for all Stations.

SmartWAN Mono-30 Mbps-Rental 1 $0.00 $0.00 $71.00 $71.00 SmartWAN 30 Mbps throughput. Seamless fail-over, WAN Optimization, Secure tunnel, Read-only portal. VeloCloud VCE-510-30 or VCE-520-30.

Premier Basic 52 $0.00 $0.00 $13.00 $676.00
Lobby or Common Area phone. Includes DID, IB/OB, 3way, Transfer, CallerID only. Includes 200 LD mins. Voicemail NOT included.

Polycom VVX Color Expansion Module
Renewal
CALL 888.697.7437

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Rental 8 $0.00 $0.00 $6.00 $48.00
28 button sidecar with color LCD screen and self-labeling keys for VVX series. Up to 3 Modules per VVX phone. Includes AUX cable and

attachment hardware.

Polycom VVX201 POE Rental 42 $0.00 $0.00 $3.00 $126.00

Polycom VVX201 POE Rental 2-line Desktop GigE Phone with HD Voice. Does not include power brick.

Managed Ethernet Loop 5 Mbps 1 $0.00 $0.00 $500.00 $500.00 Static bandwidth ethernet last mile loop delivered via copper or fiber as available. Internet bandwidth and router sold separately.

Unified Mailbox 23 $0.00 $0.00 $5.00 $115.00
Includes 30 Minutes of Storage, and voicemail conversion to .wav file Hunt Group 22 $0.00 $0.00 $4.00 $88.00
Lead # for a group of extensions / phones. 5 Group ringing options with overflow.

Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00
AudioConnect Audio Conferencing - Flat
Rate 1 $0.00 $0.00 $20.00 $20.00
Reservation-less Bridge supports up to 1000 callers (No TF). Call recording included. Web portal access to manage conferences and call

recording.

DID Single Number 1 $0.00 $0.00 $0.25 $0.25

Porting or Activating and Maintaining Single DID's (non-blocks) Polycom VVX 250 POE - Rental 7 $0.00 $0.00 $3.00 $21.00 Polycom VVX 250 POE Rental 2-line Desktop Phone with HD Voice. Does not include power supply.

Group Page 10 1 $0.00 $0.00 $8.00 $8.00
Supports up to 10 Complete/Select Premium Stations. Single zone, single location.

One Time Total* $0.00 Monthly Total* $6,322.25
*plus applicable Taxes and Fees

Difference $0.00 Difference $-375.25

Customer Vonage Business Inc.

Signature Signature
Robert Pequeño Vincent DePasquale

Printed Name of Authorized Signatory Printed Name of Authorized Signatory Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months

CALL 888.697.7437

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Mayor
Sr. Director of Customer Success

Title Title
12/8/2022 Dec 30, 2022

Date Date

Prices do not include applicable Taxes, Fees and Shipping and Handling charges.

Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months

CALL 888.697.7437

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Previous Contract
Customer Install Address
Customer Billing Address
Sales Order# 626491
Account ID: 911724
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months

Douglas McBratney Douglas McBratney
Sports Park Sports Park
100 Civic Center Dr 28000 Rancho Pkwy
Lake Forest, CA 92630-9202 Lake Forest, CA 92630-8723
US US

One Time Total* $0.00 Monthly Total* $-398.00

*plus applicable Taxes and Fees

One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price

Premier Plus 5 $0.00 $0.00 $25.00 $125.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.

Polycom VVX601 POE Rental 4 $0.00 $0.00 $9.00 $36.00
Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.

Premier Basic 12 $0.00 $0.00 $13.00 $156.00
Lobby or Common Area phone. Includes DID, IB/OB, 3way, Transfer, CallerID only. Includes 200 LD mins. Voicemail NOT included.

Polycom VVX201 POE Rental 12 $0.00 $0.00 $3.00 $36.00
Polycom VVX201 POE Rental 2-line Desktop GigE Phone with HD Voice. Does not include power brick.

Hunt Group 1 $0.00 $0.00 $4.00 $4.00
Lead # for a group of extensions / phones. 5 Group ringing options with overflow.

Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00
Group Page 10 1 $0.00 $0.00 $8.00 $8.00
Supports up to 10 Complete/Select Premium Stations. Single zone, single location.

*plus applicable Taxes and Fees
Renewal
CALL 888.697.7437
One Time Total* $0.00 Monthly Total* $365.00

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Previous One Time $0.00 Previous Monthly $398.00
Difference $0.00 Difference $-33.00

Customer Vonage Business Inc.

Signature Signature
Robert Pequeño Vincent DePasquale

Printed Name of Authorized Signatory Printed Name of Authorized Signatory Mayor Sr. Director of Customer Success

Title Title
12/8/2022 Dec 30, 2022

Date Date

Prices do not include applicable Taxes, Fees and Shipping and Handling charges.

Sales Order# 626491
Account ID: 911724
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months

CALL 888.697.7437

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Vonage Business Communications
Global Terms of Service Agreement

Effective Date: October 5, 2020

THESE ONLINE TERMS OF SERVICE (“Service Terms” or “Terms of Service”), including the Sales Order(s), which by this reference are incorporated herein (“Agreement”), govern Customer’s use of the Services provided by Vonage and its Affiliates (individually or collectively “Vonage”), and constitutes a binding agreement between Vonage and the Customer legal entity identified in a Sales Order (“Customer”). Vonage and Customer may be individually referred to as a “Party” or collectively as the “Parties”.

The Vonage Affiliate providing Services under a Sales Order shall be as set forth in Schedule 2 (based on Customer’s domicile), unless otherwise set forth in a Sales Order), and all references to “Vonage” shall be deemed to refer to such Vonage Affiliate. Vonage may update the applicable Vonage Affiliate (within domicile) by providing reasonable written notice in accordance with this Agreement.

Country-specific terms and conditions are set forth in Schedule 3 and shall apply to Customers domiciled in those countries.

Vonage provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement, and on the condition that customer Accepts a Sales Order and complies with this Agreement. By Accepting a Sales Order, Customer (a) accepts this Agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that it 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 Service Terms. If Customer does not agree to the terms of this Agreement, Customer may not download, install, or use the Services or Vonage Equipment.

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1. DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such terms in Schedule 1 and/or in the Sales Order.

2. SUBSCRIPTION SERVICES; SALES ORDERS

A. Subscription Services

a. Pursuant to the terms of this Agreement, Vonage shall provide to Customer: (i) telephony, conferencing, messaging and related subscription -based services as described in one or more Sales Order(s), and the Service Descriptions which describe the features and functionality of the Services, or other documentation Vonage may provide from time-to-time; and (ii) the set -up, installation, implementation, configuration, and other Professional Services identified in Sales Orders (if applicable) and a Statement of Work (if applicable) in connection with the Subscription Services. Customer’s use of the Subscription Services are governed by Vonage’s Acceptable Use Policy.

b. Subject to Customer’s compliance with this Agreement, Vonage hereby grants Customer and its Affiliates, a limited, revocable, personal, non- exclusive, non- transferable, and non -sublicensable license during the Service Term to: (i) provide Authorized Users access to the Services via Customer’s Account; and (ii) download, install, and use Software made available by Vonage in connection with the Services, subject to any additional terms and conditions accompanying such Software, as applicable.

c. Certain Software Vonage provided to Customer may contain third- party software ("Third-Party Software"), including open source software. Use of such Third- Party Software may be governed by separate copyright notices and license provisions, which will be provided to Customer and which are incorporated by reference into this Agreement. Such provisions shall govern the use of Third- Party Software. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires, or this Agreement is terminated.

d. To access the Services, Customer must maintain an active Account in good standing.

Customer shall provide and maintain accurate, complete, and up -to-date information within its Account. Customer is solely responsible for the activity that occurs on its Account (which includes its sub- Accounts), and for keeping its Account credentials secure. Vonage will not be liable for losses caused by any unauthorized use of the Account; provided, however, that Customer shall not be responsible for unauthorized Charges on its Account to the extent that it took reasonable precautions and the unauthorized use is demonstrated to be solely due to Vonage’s gross negligence or willful

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e. The foregoing licenses shall extend to Customer Affiliates, provided that such Customer Affiliates are acting via Customer’s Account (or subaccounts thereof), and provided further that Customer remains liable to Vonage for all acts and omissions of such Affiliates (or any other entities authorized by Customer to use the Services or act via Customer’s Account) as if they were Customer’s own acts or omissions, including payment for the Services.

f. Vonage may use or rely on one or more licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are provided in conjunction with, or incorporated into, the Services and/or Vonage Equipment ("Third- Party Services"). Such Third- Party Services may also be provided under Vonage's trademarks or otherwise branded as a Vonage Service. Third- Party Services may be governed by Third-Party Terms , or identified in documentation or on other media delivered with the Third- Party Services and will be provided to Customer; such Third- Party Terms are incorporated by reference into this Agreement and shall govern the use of Third-Party Services. Customer agrees to comply with such terms and conditions of all Third-Party Services. Such Third -Party Terms are deemed to be between Vonage and Customer and do not create a contractual relationship between Customer and such third party. Any non-compliance with terms and conditions of Third- Party Services shall be considered non-compliance with this Agreement.

B. CX Contact Center Services

Terms applicable to Vonage Contact Center Services (including VCXC-CC Extension and CX Cloud Express) are set forth here. The Service Description and the scope of Professional Services for the Vonage CX Contact Center Service identified on the Sales Order is set forth here.

C. Sales Order Submission and Acceptance

Customer may order Subscription Services by accepting or executing one or more Sales Orders in a manner and format as required by Vonage, including via Vonage’s ordering portal. Applicable Professional Service Fees and/or installation Charges will be set forth in a Sales Order. Vonage may, in its sole discretion, accept or reject a Sales Order prior to Acceptance or execution. Once a Sales Order is accepted or executed, along with an

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executed SOW (if applicable), Vonage shall provision the Subscription Services and provide access credentials to the Account or applicable sub- account thereof. Customer may also order additional Subscription Services via Vonage’s online ordering portal (described below).

D. Service Term and Automatic Renewal

Each Sales Order shall state the Initial Term. The Initial Term will commence on the date set forth in the Sales Order as the Subscription Service Term Start Date. Sales Orders which describe delivery of Subscription Services to multiple Customer Locations will identify multiple Subscription Service Term Start Dates and Subscription Terms. The Initial Term will automatically renew for successive periods of the same length as the previous Initial Term or Renewal Term (as applicable) except where either Party provides written notice of intent not to renew at least ninety days prior to the end of the then-current Initial Term or Renewal Term. Upon termination of the applicable Initial Term or Renewal Term, Vonage will not be obligated to furnish the Subscription Services to Customer; provided however, if Customer continues to use the Subscription Services after termination of the Initial Term or Renewal Term, such use shall be on a month- to-month basis and Customer shall be obligated to pay for such Subscription Services at Vonage’s then-current monthly rates. Either party may terminate such month- to-month term by providing at least thirty days advance notice. Except as expressly provided in the applicable Sales Order, renewal of promotional or one-time priced subscriptions may be, in Vonage’s discretion, at Vonage’s applicable list price in effect at the commencement of the applicable Renewal Term.

E. Service Adds; Co-Term

Services added to an existing Customer Location will be deemed to be part of the existing Sales Order for the purposes of determining the remaining Subscription Term for such additional Service (i.e. co- term). However, some Services require a minimum commitment term which may not be co-terminus with the Subscription Term of the existing Sales Order (e.g. Vonage Equipment and CX Contact Center Services). For any such Services, a separate Sales Order is required, and the Subscription Term will be set forth in the applicable Sales Order. Services ordered for additional Customer Locations (i.e. multi-locations) will have separate Subscription Terms as stated in the Sales Order unless the Parties mutually agree otherwise via an addendum executed by both Parties.

F. Service Platform Migration

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When Customer migrates from the Vonage Enterprise service platform to the VBC service platform, Customer acknowledges that upon Acceptance of a VBC Sales Order, the Vonage Enterprise services and all associated agreements shall be terminated, effective upon migration of the services.

G. Changes

Vonage may update, upgrade, discontinue, or otherwise modify the Services or specific Services in whole or in part in accordance with this section. Vonage shall make commercially reasonable efforts to provide at least ninety days’ notice prior to any material changes of the specific Services, subject without limitation to urgency and security issues. Customer shall use commercially reasonable efforts to cooperate with Vonage to effect modifications to the Services, including by promptly implementing all fixes, updates, upgrades, and replacements of Software as reasonably required by Vonage, and Vonage shall not be responsible for Customer’s failure to do so.

Notwithstanding the foregoing, modifications to the Services shall not materially reduce the features, level of functionality, performance, availability, or security of the Services during the Service Term, unless Vonage makes available to Customer, at no additional cost, an alternative Service that is substantially equivalent to the modified Service; provided that Customer’s sole remedy for non-compliance with the foregoing shall be the right to terminate any affected Service within ninety days of receiving written notice of the modification.

H. Reservation of Rights

Notwithstanding anything to the contrary herein, Vonage reserves the right, but is not obligated, to (i) monitor and review Customer’s use of the Services, including to ensure Customer’s compliance with the Agreement; (ii) reject, refuse to transmit, block, or remove any content (including Customer Data); and (iii) access, read, preserve, or disclose any information that Vonage reasonably believes is necessary to (a) comply with applicable law, regulation, legal process, or government request, (b) enforce the Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to Customer’s support requests, or (e) protect the rights, property or safety of Vonage, its customers, its customers’ end users, and/or the public. Customer agrees to provide Vonage with any information Vonage reasonably requests to investigate and resolve issues relating to Customer’s Account.

I. Required Maintenance; Customer Support

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b. Customer will timely report any issues, trouble or problems affecting Service to Vonage using a Customer-initiated trouble ticket (a “Trouble Ticket”). Trouble Ticket procedures and additional information for Vonage support can be found here. Calls to and from Vonage customer service, sales or other representatives may be recorded and/or monitored for quality assurance and training purposes. Customer's sole remedies for any non-performance, outages, failures to deliver or defects in Service are set forth in the applicable service level agreement and these Service Terms.

J. Voice-to-Text and Text-to-Voice Limitations.

Certain Vonage Services may provide a function that allows voicemails to be converted to text and vice- versa. Customer understands and agrees that Vonage’s voice- to-text ("VTT") and text -to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. Customer is solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage expressly disclaims all liability with respect to the conversion of voicemails to text or vice-versa.

K. Acceptable Use Policy

Customer shall not, and shall ensure that end users and Affiliates do not, and shall not authorize, assist, or enable any other third party to, use the Services in any manner that violates the AUP.

L. No Resale

Customer represents and warrants that it will be the ultimate end user of the Service.

Customer shall not in any way resell, license, permit nor allow any third party to use the Services without receiving Vonage's prior written consent.

M. Electronic Recording

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Customer acknowledges that there are laws governing the electronic recording of telephone conversations and that Vonage is not liable for any illegal use of the Services.

It is Customer's responsibility to determine and comply in full with its own compliance obligations. No Services or products offered by Vonage are represented or warranted to comply with electronic recording laws. Customer agrees that Vonage may, in its sole discretion, record any call between Customer and Vonage for quality control and training purposes.

3. FEES AND PAYMENT

A. Invoices; Billing and Payment Terms

Vonage will invoice Customer pursuant to the Subscription Services Invoicing Frequency and Customer shall pay pursuant to the Payment Terms as set forth in the Sales Order.

Charges are based on Subscription Services and equipment purchased and not actual usage. Recurring charges for the Subscription Services begin on the Subscription Service Term Start Date and will continue for the Term. Payment obligations are non-cancellable, and Charges paid are non- refundable unless otherwise set forth in this Agreement.

Quantities purchased cannot be decreased during the relevant Subscription Term without the imposition of the applicable early termination charges. Usage based Charges (including Charges for international calls), Marketplace Service Charges, Change Order fees, and ancillary expenses (e.g. incurred in connection with the Professional Services, if any, such as travel, hotel and subsistence expenses; such expenses to be invoiced by Vonage at cost) are payable in arrears. Equipment purchase Charges are billable upon Acceptance of a Sales Order. Professional Services provided on a fixed price basis will be billed in advance and Professional Services provided on a time and material basis will be billed as completed monthly in arrears pursuant to the Payment Terms. An invoice for Professional Services will be sent promptly following Acceptance of the Sales Order, with payment due per the Payment Terms. Invoices will be sent by email to the address specified in Customer’s Account. The foregoing shall not apply to In-App Purchases. The terms of service for the app store from which Customer downloaded the mobile application shall govern the Payment Terms and taxes and fees for the in-app Services, if any, and such terms are hereby incorporated by reference.

Overdue amounts other than amounts disputed in good faith bear interest at the lower of

1.5% per month or the maximum rate allowed by governing law. Vonage may suspend the Subscription Services upon prior written notice if Customer’s payment on any undisputed amounts remains overdue at the end of the tenth day following such notice. Customer agrees to supply Vonage with the information necessary for Vonage to complete an initial credit evaluation prior to providing Customer with access to the Services or the Vonage Equipment. Vonage may also update its information regarding Customer’s credit rating from time to time. Vonage may limit Customer’s purchasing of

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additional Services or Vonage Equipment or require another form of payment such as auto-payment in its reasonable discretion based on changes in Customer’s creditworthiness or habitual payment delinquency.

B. Pricing

Pricing shall be set forth in the applicable Accepted Sales Order or as stated in the Vonage ordering portal and shall remain fixed until the end of the applicable Subscription Term. Upon auto- renewal of the Subscription Services, the Subscription Charges will increase by 7%. In the event Vonage continues to provide Services to Customer on a month-to-month basis following a committed term, Vonage reserves the right to increase pricing to Vonage’s then-current month-to-month pricing.

C. Commitment

Customer agrees it is responsible for the full value of each Sales Order effective upon Acceptance of the applicable Sales Order, subject to termination due to Vonage’s uncured default. Notwithstanding anything to the contrary herein, if Subscription Services are reduced or terminated other than due to a Party’s uncured default, all Charges due under the reduced or terminated Sales Order will be accelerated and Customer shall pay Vonage the sum of all unpaid amounts for Subscription Services actually provided, plus the remaining contracted Charges as of the date of termination through the end of the Subscription Term stated in the Sales Order(s), as well as any additional incurred Charges (e.g. usage, Equipment purchases, etc.); or, if such termination is prior to the Subscription Service Term Start Date, the total amount of the Sales Order, and applicable Taxes and Fees on all of the foregoing.

D. Taxes and Fees

Prices for Subscription Services and Equipment purchases do not include applicable Taxes, Fees, Duty and Customs charges. Customer will be solely liable for and will pay upon demand all Taxes, Fees, Duty and Customs charges associated with Customer’s purchase of Equipment, and access to or use of the Services as set forth in the applicable Invoice, and shall not deduct any such amounts, or any other withholdings, set-offs, or deductions, from owed amounts, but will not be responsible for taxes based on Vonage’s net income. Customer may present Vonage with an exemption certificate eliminating Customer’s and Vonage’s liability to pay certain Taxes. Once Vonage has approved the exemption certificate in writing, Customer shall be exempt from those Taxes on a go- forward basis. If a tax authority determines that Customer is not exempt from Taxes and assesses those Taxes, Customer shall pay those Taxes to Vonage, plus any

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applicable interest or penalties. Customer may be charged Taxes and Fees by a marketing partner or authorized distributor for non-Vonage products and services sold or licensed by that marketing partner or authorized distributor in connection with a Sales Order.

In addition, a regulatory recovery fee for every phone number assigned to Customer's account, including toll free and virtual numbers, may be charged monthly to offset costs incurred by Vonage in complying with inquiries and obligations imposed by regulatory bodies/governments and related legal and billing expenses. This recovery fee may also include recovery of costs for legal, intellectual property, cybersecurity, compliance and other related expenses, including those related to number portability, customer privacy protection and anti-fraud protection. This fee is not a tax or charge required or assessed by any government and may be recovered by Vonage through imposition of a surcharge on the cost of the Service.

E. Billing Disputes

Billing disputes must be initiated within ninety days of the disputed invoice date. Upon expiration of such ninety -day period, Customer waives its right to dispute any fees paid or payable to Vonage. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts. Other than as stated in this Agreement, fees paid are non - refundable.

4. PROFESSIONAL SERVICES

A. Performance

a. Vonage will provide and Customer shall pay for Professional Services (set up/installation Charges) as applicable and as specified in the Sales Order(s) and/or SOW using trained and qualified personnel, who will provide such Professional Services in a professional and workmanlike manner.

b. Customer’s exclusive remedy for breach of the foregoing shall be the re-performance of such Professional Services, except where Vonage is unable to re- perform the Professional Services, in which case, Customer may recover fees paid with respect to such deficient Professional Services by written claim no later than ninety days after the claimed deficient performance.

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d. A change to the scope or execution of the Professional Services shall be agreed via Change Order prior to implementation of the changes. The Change Order shall set out the proposed changes and the likely effect on the Professional Services and/or the Professional Service Charges.

e. Upon completion of the Professional Services, if the Customer uses the Subscription Services or part thereof for any purpose other than for testing, such use shall constitute Acceptance of the Subscription Services.

f. Vonage may subcontract the performance of, or Customer may utilize a third- party to perform any or all of the Professional Services. Any subcontract by Vonage shall not affect Vonage’s liability to the Customer for the performance of its contractual obligations, and Customer shall be solely responsible for any Professional Services performed by Customer’s third-party.

B. Scheduling

The Parties will mutually agree upon the scheduling of Professional Services ordered by the Customer. Vonage shall use all reasonable efforts to meet the agreed-upon schedule.

In the event Customer reschedules or cancels scheduled Professional Services, Vonage shall make reasonable efforts to mitigate incurred expenses and reschedule its resources to other engagements; provided that, to the extent Vonage cannot reasonably avoid such expenses or reschedule the applicable resources, Customer shall be responsible for such losses. In addition, in the event Customer reschedules the Professional Services and the rescheduling is not due to delays caused by Vonage, the Subscription Service Term Start Date will commence on the date stated in the Sales Order unless otherwise agreed by the Parties in writing.

C. Cooperation

Customer shall cooperate reasonably, timely, and in good faith with Vonage (including its subcontractors and personnel) in its performance of Professional Services, including by providing to Vonage in a timely manner and without charge (a) support as reasonably requested by Vonage; (b) information regarding health and safety rules and regulations and any other reasonable security requirements that apply at the applicable service location; (c) physical space, equipment, telephone and internet access, and access to other facilities; (d) access to appropriate and knowledgeable personnel; and (e) as

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applicable, permissions, consents, or authorizations reasonably necessary to activate, maintain, inspect, or repair applicable Services or Vonage Equipment, including (if applicable) the right to access and enter the applicable service location upon reasonable prior notice.

D. Special Install Costs

Vonage may charge, and Customer shall pay, all recurring and nonrecurring costs, Charges and expenses incurred by Vonage for Customer’s benefit in connection with non- standard installation, delivery or implementation of the Services (collectively, the “Special Install Costs”). For clarification and by way of example, standard installation does not include (and the following may comprise a portion of any Special Install Costs) core drilling, wiring extensions for excessive distances, installation of new conduit runs, installation of water proof shielding, installation of aerial circuit runs, or removal of hazard materials, as determined by Vonage Business at its sole discretion, as well as after-hours installation of Services (“Non- Standard Installation”). Non- Standard Installation will be purchased by Customer as an additional Service. Non- Standard Installation is the installation of Services Monday to Friday between 5pm to 8am (local time), any time on Saturday and/or Sunday, and holidays. Non- Standard Installation will include appointment coordination, the provisioning of the Service, basic external wiring, call tests, and remote Vonage technical support as needed. Special Install Costs will be invoiced to Customer as soon as practicable following the Subscription Service Term Start Date for the applicable Services.

E. Telephone Number Porting

Vonage’s policies and procedures for telephone number porting is set forth here.

5. FREE TRIAL SERVICES; BETA SERVICES

A. Free Trial Services

If Customer’s Sales Order or registration with Vonage includes a free trial (“Free Services”), then the applicable Services will be made available to Customer until (i) the end of the free trial period; (ii) the Subscription Service Term Start Date for Free Services, or (iii) the termination of Free Services for cause by Vonage, whichever is earlier. Any additional terms upon which the Free Services are provided as part of the trial registration process, are incorporated herein. Use of Free Services is subject to the terms and conditions of this Agreement. Customer agrees that Vonage, in its sole discretion and for

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any or no reason, may terminate Customer’s access to the Free Services or any part thereof.

B. Beta Services

Certain Services or Software may be designated or offered as a beta version ("Beta Version") of a Service or Software, which may or may not be released as a full commercial service in the future. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to this Agreement. Customer agrees that Beta Versions may contain errors. The fact and existence of any Beta Version shall be deemed to be Vonage Confidential Information under this Agreement.

NOTWITHSTANDING SECTION 11 (INDEMNIFICATION), VONAGE SHALL HAVE NO LIABILITY NOR INDEMNIFICATION OBLIGATIONS OF ANY KIND; WHERE LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAW, VONAGE’S LIABILITY IS LIMITED TO $500.00 USD. CUSTOMER WILL BE FULLY LIABLE FOR CUSTOMER’S USE OF

SERVICES DURING ANY FREE TRIAL OR BETA SERVICE PERIOD, ITS INDEMNIFICATION OBLIGATIONS AND ANY BREACH OF THIS AGREEMENT.

6. TECHNICAL REQUIREMENTS; EQUIPMENT

a. It is Customer’s sole responsibility to ensure that it meets the minimum hardware, Software, connectivity, and other technical requirements for accessing the Subscription Services. Vonage’s minimum technical prerequisites are available upon request.

b. Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high-speed internet connection to use the Services; and (ii) Vonage is not providing an internet connection for Customer. Vonage does not control and is not responsible for: (a) Customer's internet connection; (b) the quality of Customer's internet connection; (c) any third party products and/or services related to Customer's internet connection; or (d) problems with the Services that are caused by or related to Customer's internet connection. Vonage will not contact any of the internet providers and/or service or product providers on Customer's behalf.

c. Customer understands and acknowledges that use of the Services may require the use of certain Customer Equipment, Vonage Equipment, and/or Third- Party Equipment.

Vonage’s Equipment Policy is set forth here and shall apply to all equipment used, purchased or leased in connection with the Services.

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7. SUPPLEMENTAL TERMS; POLICIES; APPS MARKETPLACE

a. These Service Terms incorporate applicable Supplemental Terms set forth here, which shall apply to the specific Third- Party Services purchased by Customer, if any. Certain Subscription Services may be subject to other third- party terms which shall be made available to Customer prior to the purchase of such Third- Party Services, and shall supersede any conflicting terms with respect to such Subscription Services.

b. These Service Terms also incorporate all additional terms, conditions and policies that are set forth in an addendum, schedule or exhibit, as well set forth in the Legal Policy Center here under the heading “Unified Communications – VBC” (collectively, the “Additional Terms”), and supersede and replace all terms and conditions set forth in any documents issued by Customer, including purchase orders and specifications not agreed to in writing by the Parties.

c. Vonage may update or replace the AUP, Privacy Policy, Copyright Policy, Telephone Number Porting Policy and Emergency Services Acknowledgement (“Policies”) from time to time (a “Policy Change”), and will provide notice to Customer either via email to the address on file, or through Customer’s invoice. If such Policy Change is (a) applicable to Customer, and (b) materially and detrimentally impacts the Services, upon receipt of notice, Customer will have thirty days to notify Vonage that such changes are materially and adversely impacting, stating specifically which changes are impactful. The Parties will then attempt to reach a mutually agreeable workaround agreement. If agreement cannot be reached, Vonage may either waive or modify the requirement to Customer's reasonable satisfaction. If Vonage does neither, then Customer can either, within thirty days following Vonage’s notice of its refusal to waive or modify the requirement, accept the Policy Change or terminate those Services affected without termination liability, without the right to continue to use those Services thereafter. Notwithstanding the foregoing, Customer’s right to object or terminate shall not apply to Policy Changes required by applicable law, regulation or governmental authority, or to changes required to protect the security and operability of Vonage, the Services, Vonage’s other customers.

d. Vonage offers third party products and services on its App Marketplace (“Third- Party Apps”). When Customer subscribes to use such Third-Party Apps, Customer shall agree separately to the required terms of use or service with such Third -Party App provider (“App Terms”), in addition to these Service Terms. Vonage is responsible for the billing and collection of amounts owed to such third- party provider and to tax and regulatory authorities, and will charge Customer’s method of payment. Charges for these services will appear on Customer’s monthly Vonage invoice. Vonage will also handle all billing questions. Customer acknowledges that Vonage is not responsible for support or technical assistance with respect to any Third -Party App and that Customer’s use of the App itself is subject to the App Terms; Customer shall direct its App questions and support requests directly to the provider of the Third -Party App at the contact email address or number set forth on the Marketplace and/or in the App Terms. However, Customer may only modify or terminate Third- Party Apps or related accounts through the App Marketplace in order to modify or terminate billing for such Third-Party Apps. Failure to

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e. Vonage may enter into marketing arrangements with marketing partners (each a "Marketing Partner") or resale/distribution agreements with authorized distributors (each an "Authorized Distributor") who market Vonage Services to prospective customers who then subscribe to these Service Terms. When these Service Terms are accepted by a Customer, the Customer is considered a customer of Vonage only with respect to Vonage Services. As an example, if the distributor of internet services also markets Vonage- branded solutions and a Customer subscribes to both internet services and Vonage Services with Vonage under these Service Terms, the customer is considered, with respect to Vonage Services, only a customer of Vonage. The terms, conditions and policies pursuant to a Marketing Partner or Authorized Distributor's contractual arrangement with Customer for other products and services may differ from these Terms of Service, Privacy Policy and other policies applied by Vonage to similarly situated customers, but such Marketing Partner's or Authorized Distributor's terms, conditions and policies will not apply to Vonage Services, nor supersede these Service Terms as applicable to Vonage Services.

8. INTELLECTUAL PROPERTY; CUSTOMER DATA AND DATA DELETION

A. Customer Data.

B. Retention and Deletion of Call Recordings and Voicemails.

Except as agreed by Vonage and Customer in writing, Vonage shall delete Call Recordings and Voicemails as follows:

a. if CX Contact Center Services, in accordance with data storage terms set forth in the CX Service Description set forth here;

b. if VBC Services, call recordings are retained until Customer deletes the data, or the Service(s) are cancelled, or until Customer utilizes all allotted storage space. Customer may download the data at any time prior to cancellation or termination of Service(s).

Voicemail messages are retained for 90 days from the date the message was recorded and 7 days after cancellation or termination of the Service(s).

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c. Following the stated retention periods, the VBC Call Recordings and Voicemails are purged.

C. Suggestions.

D. Vonage Services and Vonage Content.

E. Other Rights.

F. Restrictions.

Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Vonage Content accessed through the Services.

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9. CONFIDENTIALITY AND DATA PROTECTION

A. Confidential Information

“Confidential Information” means any non- public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including the material terms of this Agreement. The terms of the Agreement are the Confidential Information of both Parties. Neither Party may identify the other Party using its name, trademarks, and/or logos in marketing collateral, press releases, presentations, websites, and/or case studies without the other Party’s written consent. Confidential Information does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

B. Restrictions

Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of the Agreement (and for Vonage to provide the Services) and it will not disclose such Confidential Information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for Vonage to provide the Services or make other uses and disclosures identified in Vonage’s Privacy Policy. Each Party agrees to exercise due care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this section. In addition, Vonage may disclose the Agreement under a comparable non-disclosure agreement in response to a third- party due diligence request supporting a financing or non- ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process, or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy.

C. Data Security

Vonage agrees to use commercially reasonable efforts to safeguard the security of Customer Data it handles, stores, processes, or transmits within its reasonable span of

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D. Personal Data

Processing of personal data by Vonage on behalf of Customer shall be subject to the terms of the Vonage Data Processing Addendum (“DPA”), which is automatically incorporated into the Agreement by this reference.

10. WARRANTIES AND DISCLAIMERS.

A. Vonage Warranty

Vonage 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, Vonage shall pass through to Customer any and all warranties Vonage receives in connection with equipment provided to Customer.

The Services will be provided substantially in accordance with the applicable Service Level Agreement. Customer’s exclusive remedy and Vonage’s entire liability for a breach of this Section are set forth in the applicable Service Level Agreement and Section 13 (Termination).

B. Customer Warranty

Customer and its Authorized Users’ use of the Services must at all times comply with all applicable laws and this Agreement.

C. Assumption of Risk

Vonage has no special relationship with or fiduciary duty to Customer. Notwithstanding anything to the contrary herein, Vonage shall have no liability for acts, faults, or omissions of any third party telecommunications systems, networks, or operators (including, without

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limitation, suspension or termination of Vonage’s connections, or faults in or failures of such apparatus or network).

D. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SALES ORDER, OR

APPLICABLE SERVICE LEVEL AGREEMENT, TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, THE SERVICES AND VONAGE CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND,

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G., AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR

AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE

SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY

DEFECTS OR ERRORS WILL BE CORRECTED, (III) THE CONTENT ON THE

VONAGE WEBSITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES

LINKED THERETO) IS ACCURATE, ERROR- FREE, OR COMPLETE, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

VONAGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME

RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR

SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE

SERVICES, AND VONAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE

RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN A BUSINESS

ASSOCIATE AGREEMENT SIGNED BY VONAGE, VONAGE MAKES NO

REPRESENTATION OR WARRANTY THAT THE SERVICES OR THEIR USE WILL

COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA,

AND IS RELEASED FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA.

11. INDEMNIFICATION

A. By Customer

Customer agrees to defend, indemnify, and hold harmless Vonage, its Affiliates, and each of their respective employees, licensors, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations,

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B. By Vonage

Vonage agrees to defend, indemnify and hold harmless Customer from and against any Losses incurred in connection with claims made or brought by a third party arising from or relating to (i) infringement of third-party Intellectual Property Rights due to Customer’s authorized use of the Services (other than Customer Data); or (ii) gross negligence, fraud or willful misconduct of Vonage or its employees, agents, or subcontractors.

C. Procedure

The indemnified Party shall notify indemnitor promptly after the indemnified Party learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice shall only affect the rights of the indemnified Party to the extent that indemnitor is prejudiced. The indemnified Party shall not admit any liability whatsoever.

12. LIMITATION OF LIABILITY

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A. Exclusions

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR VONAGE’S SUPPLIERS, LICENSORS, PARENT, SUBSIDIARY,

AFFILIATE, CONTENT PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE

DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY

CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER

LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT,

INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF

ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR

BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, OR COST OF

PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS, OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES);

B. Direct Damages; Limitations

a. VONAGE'S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR

RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS PAID OR ARE PAYABLE TO VONAGE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH

PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM SUBJECT TO THIS SECTION. THE PARTIES ACKNOWLEDGE AND ACCEPT THE

REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION.

b. NOTWITHSTANDING THE PROVISIONS IN THIS SECTION, NOTHING IN THIS

AGREEMENT SHALL LIMIT FINANCIAL LIABILITY IN RESPECT OF THE CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S LIABILITY FOR DEATH, BODILY INJURY, OR

DAMAGE TO TANGIBLE PERSONAL PROPERTY, OR ANY OTHER ACT OR

OMISSION FOR WHICH LIABILITY SHALL NOT BE LIMITED UNDER APPLICABLE LAW.

13. TERM AND TERMINATION

A. Term

This Agreement shall be effective beginning on the Effective Date and continue for so long as Services are being provided to Customer.

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B. Termination

Either Party may terminate the Agreement for cause: (i) if the other Party is in material breach of the Agreement and has failed to cure such breach within thirty days after written notice thereof, or (ii) upon the other Party’s liquidation, commencement of dissolution proceedings, disposal of substantially all assets, failure to continue its business in the ordinary course, assignment for the benefit of creditors, or becoming the subject of a voluntary or involuntary bankruptcy or similar proceeding.

C. Effect of Termination and Survival

Upon termination of the Agreement, and without limiting any of Vonage’s other remedies hereunder: (i) Customer remains liable for all Charges and any other obligations accrued and owed by Customer through the effective date of such termination, and (ii) except in the case of termination owing to Vonage breach, Customer remains liable for all Charges and any other obligations accrued and owed by Customer from the date of termination through the end of the contracted Service Term, and (iii) except as expressly set forth herein, all of Customer’s rights and licenses under the Agreement will immediately terminate and Customer shall cease using the Services. All amounts accrued or owed to Vonage in connection with the Agreement, and any other provisions which by their nature would reasonably survive, shall survive any termination of the Agreement. Following any suspension or termination of the Agreement or Customer’s Account other than for breach, Customer may request any post -termination assistance that Vonage may elect to make generally available with respect to the Services, subject to and conditioned upon Customer’s advance payment of any applicable fees and acceptance of all terms and conditions that Vonage specifies in writing with respect thereto.

14. NOTICES

a. Vonage shall send notices hereunder via email to the email address Customer provides in its Account. It is Customer’s responsibility to keep its email address current, and Customer will be deemed to have received any email sent to the last known email address Vonage has on record for Customer.

b. Customer shall send notices hereunder as follows:

i. Formal Legal Notices - via email to [email protected].

ii. Billing Disputes - via email to [email protected].

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iii. Cancellation/Non-Renewal of Services - by contacting Vonage Customer Care, or Customer’s account manager via email..

c. 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 (Notices) or by Customer via the Customer portal.

15. EMERGENCY SERVICES

BY USING THE SERVICE AND/OR VONAGE EQUIPMENT, CUSTOMER
ACKNOWLEDGES THE LIMITATIONS OF VONAGE’S EMERGENCY SERVICE AS

DESCRIBED IN ITS EMERGENCY SERVICES POLICY, AS WELL AS THOSE SET FORTH IN THIS SECTION. CUSTOMER AGREES AND ACKNOWLEDGES THAT

WHILE MOST VONAGE SERVICES OFFER ACCESS TO APPLICABLE EMERGENCY SERVICES, OTHERS MAY NOT. CUSTOMER IS ADVISED TO THOROUGHLY READ

AND UNDERSTAND THE APPLICABLE EMERGENCY SERVICES
ACKNOWLEDGEMENT AND THE OPTIONS AVAILABLE. CUSTOMER

ACKNOWLEDGES THAT IT ASSUMES THE RISKS ASSOCIATED WITH THE

EMERGENCY SERVICE LIMITATIONS AS SET FORTH IN THE EMERGENCY SERVICES DISCLOSURE NOTICE AND ACKNOWLEDGMENT.

16. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the country indicated on Schedule 2 based on Customer’s domicile, in any case without reference to conflicts of law rules, and jurisdiction and venue for all claims shall be held in accordance with Schedule 2. The United Nations Convention on Contracts for the International Sale of Goods shall be inapplicable hereto.

17. ARBITRATION AND DISPUTE RESOLUTION

A. Management Resolution

In the event either Party has a dispute or claim against the other Party, the disputing Party shall provide written notice to the other Party per Section 14 (Notices). The Parties agree to escalate disputes (other than invoice disputes) to their respective management, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both parties within thirty days of the receipt of notice. Neither Party shall pursue or commence proceedings

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regarding the dispute in any court, administrative arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

B. Binding Arbitration

If negotiations fail to resolve the dispute within thirty days, and/or small claims court is not a valid option due to the size or nature of the claim, all disputed claims (except for claims relating to Intellectual Property Rights, indemnity, or confidentiality obligations, fraudulent or unauthorized use, theft, or piracy of service, or matters relating to injunctions or other equitable relief) must be resolved by binding arbitration before a single arbitrator, in the English language. This agreement to arbitrate is intended to be given the broadest possible meaning under applicable law. The initiation of an arbitration dispute shall not otherwise prevent Vonage or Customer from terminating Services in accordance with the Agreement.

C. Location and Procedure

A Party who intends to seek arbitration must first send to the other Party a written notice of dispute per Section 14 (Notices), which must describe the nature and basis of the dispute and set forth the specific relief sought. The arbitration location and arbitration organization will be according to the terms of Schedule 2, based on the principal business location of Customer. The amount of any settlement offer made by Customer or Vonage shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Vonage is entitled. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

D. Jury Trial and Class Action Waiver

Subject to applicable law, each Party waives its right to a trial by jury for claims subject to arbitration hereunder. The arbitrator may award relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party's individual claim. The arbitrator may not award special, indirect, punitive, incidental or consequential damages. CUSTOMER MAY BRING CLAIMS AGAINST VONAGE ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A CLAIMANT / PLAINTIFF,

CLASS MEMBER OR GROUP ACTION IN ANY PURPORTED CLASS OR GROUP ACTION

OR REPRESENTATIVE PROCEEDING AND CUSTOMER EXPRESSLY

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E. Equitable Relief

Notwithstanding the foregoing, each Party shall be entitled to enforce its Intellectual Property Rights and seek equitable relief in any court of competent jurisdiction at any time.

18. MISCELLANEOUS

A. Entire Agreement; Headings

This Agreement constitutes the entire agreement between Customer and Vonage with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the Parties with respect thereto. The section and paragraph headings in the Agreement are for convenience of reference only and shall not affect their interpretation. No oral or written information or advice given by Vonage or its employees and other representatives will create any obligations or warranty on behalf of Vonage unless otherwise agreed in a writing signed by an authorized Vonage representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date hereof, shall have no force or effect. In the event that the Parties have executed versions of the Agreement drafted in more than one language, the English language version shall govern and prevail. Customer represents that Vonage has made no commitments or promises orally or in writing with respect to delivery of any future features or functions. In relation to any future features or functions, all presentations, RFP responses, and/or product roadmap documents, information or discussions are informational only and are not the basis for, nor part of this Agreement or any Sales Order.

B. Modifications and Waivers

Except as expressly provided elsewhere in the Agreement, the Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent, or confirmation on Vonage’s behalf may only be given by an authorized signatory of Vonage. The failure of either Party to exercise

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in any respect any right provided for herein shall not be deemed a waiver of any other rights hereunder.

C. Severability

If any provision of the Agreement, or any part thereof, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that the Agreement will otherwise remain in full force and effect.

D. Force Majeure

Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, pandemic, sabotage, or denial of service attacks.

Neither Party’s invocation of this clause will relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided herein. The affected Party shall make all reasonable efforts to mitigate the effects of the force majeure event on the performance of its obligations under this Agreement.

E. Relationship of the Parties; No Third-Party Beneficiaries

The relationship of the Parties shall not be that of partners, agents, or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Vonage and Customer are independent contractors and shall discharge their contractual obligations at their own risk subject to the terms of the Agreement. Except as explicitly stated herein, nothing in the Agreement shall confer upon any third parties any rights, benefits, or remedies.

F. Assignment

This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Neither Party shall assign the Agreement without the other Party’s prior written

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consent, not to be unreasonably conditioned, withheld or delayed; provided that such assigning Party may, without consent, but with reasonable prior written notice, assign its rights and obligations hereunder to any parent, affiliate, or subsidiary of such assigning Party or pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets; provided, further, that with respect to an assignment by Customer, (i) the successor shall not provide services that compete with Vonage; (ii) the successor must be at least as creditworthy as Customer, as reasonably determined by Vonage; (iii) the successor shall agree in advance and in writing to assume and be bound by all provisions of the Agreement, and shall deliver to Vonage upon request fully - executed documents reasonably acceptable to Vonage establishing the terms of such an assignment; (iv) such assignment may not constitute or result in a violation of applicable trade control, export, or other law; and (v) Customer shall remain liable for all of Customer’s obligations that accrued prior to such assignment. Any assignment by a Party other than as permitted by this section shall be void and of no force or effect.

G. Trade Compliance

By using the Services, Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions, or similar restrictions issued by any applicable governmental entity; and (ii) Customer, its Affiliates, and its Authorized Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws, or the like. Customer shall not use the Vonage Website or Services for any purpose prohibited by applicable law, including the development, design, manufacture, or production of missiles, or nuclear, chemical or biological weapons. Customer may not use, export, re- export, import, or transfer any technology or data related to the Services except as authorized by the Agreement and all applicable laws, rules, and regulations.

H. Government Terms

If Customer is an agency, department or other entity of any government, then any use, modification, duplication, reproduction, release, performance, display, transfer, or disclosure of the Services and accompanying documentation shall be governed solely by this Agreement. Any other use shall be prohibited and no other rights are granted.

I. Authority and Execution

Each Party represents that (i) it has full authority to enter into and perform under this Agreement; (ii) the person accepting the Sales Order(s) and any other applicable documents on its behalf is properly authorized; and (iii) it has read the Agreement,

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understands it, and agrees to be bound by all of its terms, conditions, and provisions. This Agreement shall become effective upon Acceptance of a Sales Order. Electronic Acceptance of Sales Orders and any other applicable documents, and the incorporation by reference of this Agreement into all applicable documents shall be deemed valid, binding and enforceable by and against both Parties.

J. Basis of Bargain; Failure of Essential Purpose

Customer acknowledges and agrees that Vonage has established its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability and the warranty disclaimers set forth in this Agreement, and that they are an essential basis of the bargain between the parties and are material terms of this Agreement. The Parties agree that the limitations and exclusions of liability and warranty disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose, and Customer hereby waives its right to contest the enforceability of any provision of this Agreement by reason of such failure.

K. Export Compliance

The Services and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on the United States’ government denied- party list . Additionally, the Customer shall not permit its Authorized Users to access or use the Services while located in a United States embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any United States’ export law or regulation.

L. Order of Precedence

In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the DPA and BAA (if applicable); (b) the Sales Order; (c) Product- Specific Terms (where relevant); (d) the Service Descriptions and Service Level Agreement (if applicable); (e) this Agreement; (f) the Statement of Work (if applicable).

M. Choice of Language

Each Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only.

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N. Survival

Survival. The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate.

SCHEDULE 1

Definitions

“Account” means the numbered account established with Vonage and associated with Customer and the Services provided to Customer under this Agreement.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means a Sales Order, this Agreement, and all applicable documents incorporated by reference and/or mutually Accepted by the Parties, which shall collectively form a legally binding agreement.

“AUP” means the Acceptable Use Policy accessible here.

“Authorized User” means the authorized individual accepting this Agreement on behalf of Customer, and to whom Vonage has supplied a user identification and password.

Authorized Users may include, for example, employees, consultants, contractors and

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agents of Customer and its Affiliates, and third parties with which Customer authorizes to access Customer’s Account and use the Services.

“Change Order” means any mutually agreed change to a SOW affected by a Change Order form, signed by the Customer and Vonage detailing the relevant change.

“Charges” or “Subscription Charges” means the charges and fees payable under this Agreement.

“Customer” means the customer identified in the Sales Order.

“Customer Data” means all data, information or material submitted by the Customer or the persons to whom the Customer Data relates, or Authorized Users to the Subscription Services, in connection with Customer’s use of the Services.

“Customer Equipment ” means any equipment, software, software data storage, systems, cabling or facilities provided by the Customer and used directly or indirectly with the Services.

“Customer Location” means the physical location(s) where the Services are provided.

“Effective Date” means the date of acceptance or execution of the applicable Sales Order.

“Initial Term” means the initial term of the Subscription Services as stated on a Sales Order.

“Intellectual Property Rights ” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get -up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Marketplace” means an online exchange, catalogue or marketplace of applications, sponsored or operated by Vonage, that interoperate with the Services.

“Other Data” means information obtained by Vonage from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to a Sales Order.

“Payment Terms” means the period of time Customer is required to remit payment for an invoice in full, without deduction or set-off, as stated in the Sales Order.

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“Professional Service Fees” means the fees for the Professional Services as set out in the Sales Order.

“Renewal Term ” means the period immediately following expiration of the Initial Term which is the same duration as the Initial Term except as otherwise set forth in the Sales Order or amendment.

“Sales Order” means the Vonage Services ordering document, electronic or paper format, (together with any schedules), accepted by Customer and Vonage detailing the specific products and Services purchased by the Customer. By entering into a Sales Order Customer agrees to be bound by the terms of this Agreement.

“Service Description ” means individually or collectively the documentation that describes the Subscription Services.

“Services” or “Subscription Services” means all products, software and services provided under this Agreement (including Vonage Equipment) that are ordered by Customer, which are provided on a recurring or subscription basis, and for which the Customer pays one or more Charges, and that are provided by Vonage as detailed on the Sales Order. Services exclude non-Vonage products and services and Other Data.

“Shipping and Handling” means any fees and costs payable by Customer to Vonage in connection with packaging, shipping, or processing Vonage Equipment or purchased equipment to a Customer Service location.

"Software" means proprietary software (including documentation relating to such software) owned or licensed by Vonage, or which Vonage has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used by Customer in connection with the Services.

“Statement of Work” or “SOW” means the document signed by Parties which describes the Professional Services to be provided.

“Subscription Services Invoicing Frequency” means the intervals at which Vonage will deliver its invoices for Subscription Charges as detailed on the Sales Order.

“Subscription Term” means the term of the Subscription Services and shall include the Initial Term together with any Renewal Term. The term of Subscription Services shall be as specified in the applicable Sales Order.

“Subscription Service Term Start Date” means the date that the Account is created, Customer has platform access, the subscription licenses are first made available

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(activated), and the Subscription Term and payment obligation for the Subscription Services commences.

“Taxes and Fees” means those country, province, federal, state, or local taxes, including without limitation, use, sales, value- added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments, and withholdings assessed against Customer or the Subscription Services, equipment purchases and Professional Services.

Taxes and Fees do not include Vonage fees, recovery fees and surcharges that may be imposed on specific Services, and which are described in the applicable Sales Order and/or Invoice.

“Usage Charges” means the variable, usage- based charges payable by the Customer for connected minutes of telephony not falling within a relevant bundle of pre- purchased connected minutes of telephony or other monthly recurring charges for Services including minutes of telephony, or for SMS texts (if any) at the rates set out in the applicable Service Description or as otherwise defined in the Agreement.

“Vonage” means the Vonage business entity identified on the Sales Order.

“Vonage Content” means all content made available by Vonage through the Vonage Website or the Services.

“Vonage Business Communications Services” or “VBC Services” means the telephony, conferencing, messaging and related Subscription-based services.

“Vonage Contact Center Services or VCC Services” means the contact center services provided by Vonage.

“Vonage Equipment” means all equipment that is used, leased or otherwise provided by Vonage to Customer for use in connection with the Services, including phone hardware (e.g., phones, routers, switches, SD -Wan devices, and battery backup). Vonage Equipment does not include Customer Equipment or Third-Party Equipment.

“Vonage Website” means the website set forth at https://www.vonage.com/ and/or other localized Vonage website as may be available or applicable in certain countries, through which Vonage’s products and services are described, as well as the online administrative portal through which Customer manages the Account and/or can make additional purchases for the Account.

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SCHEDULE 2

Vonage Contracting Entities, Governing Law, Venue

Customer
Domicile
d In

Supplier Contacting Entity

Address For
Notices

Governin
g Law
Courts
Having
Exclusive
Jurisdiction
Arbitration
Association
and Place of
Arbitration

Europe,
Middle
East or
Africa

Vonage Business Limited,
a company registered in
England and Wales.

Registered Number:
3602868
Legal Department,
Vonage Business
Limited
Rosalind House,
Jays Close,
Basingstoke,
Hampshire, RG22
4BS, UK

England

England
London
Court of
Internationa
l Arbitration
(LCIA)
having its
seat of
arbitration
in London

North
America
or South
America
Vonage Business Inc.,
a company registered in
the
United States of America.

Registered Number:
4437638
Legal Department,
23 Main Street,
Holmdel, NJ
07733
Email: LegalNotic
[email protected]

Delaware

American
Arbitration
Association

The Asia
Pacific
Region

Vonage Australia Pty Ltd,
a company registered in
Australia.

Registered Number:
153693326

Legal Department,
Level 12680,
George Street,
Sydney, NSW
2000, Australia

New
South
Wales,
Australia

New South
Wales,
Australia
The
Institute of
Arbitrators
&
Mediators
Australia
having its
seat in
Sydney

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SCHEDULE 3

Country-Specific Terms

Australia

Except to the extent permitted by law, nothing in this Agreement has the effect of excluding, restricting or modifying:

2. The exercise of a right under any Consumer Guarantee that applies to the supply of the Services; or

3. Any liability of Vonage for a failure to comply with a Consumer Guarantee that applies to the supply of the Services.

4. To the extent permitted by law, Vonage’s liability for breach of any Consumer Guarantee is limited,

at the Vonage’s option to:

i. the re-supply of the Services that breached the Consumer Guarantee; or

ii. the payment of the cost of having those Services supplied again.

Belgium

Customer may terminate a Sales Order for convenience at any time, provided that (a) if Customer terminates the Sales Order for convenience prior to the end of the sixth month of the Subscription Service Term, it shall be liable to Vonage for all Charges that would have been due under the applicable Sales Order through the end of the sixth month of the Subscription Service Term; and (b) Customer shall not be liable for any early

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termination charges if it terminates the Sales Order for convenience on or after the end of the sixth month of the Subscription Service Term.

Canada

Each Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only. Les parties reconnaissent avoir exigé que le présente convention et tous les documents connexes soient rédigés en anglais seulement.

European Union

The following terms (“EU Terms”) shall apply to the extent the Customer is organized under the laws of a Member State of the European Union.

2. Use of Customer Data. Customer shall ensure that Vonage is enabled to use all Customer Data (including content) necessary to provide the Services).

3. Primary Characteristics of Services. The primary characteristics of the Services will remain available to the Customer during the Subscription Service Term of the Agreement.

4. Waiver of Certain Provisions of the European Electronic Communications Code . If Customer is a microenterprise, small enterprise, or not-for-profit organization (as defined under European Union law), it hereby explicitly waives the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the European Parliament and of the Council of December 11, 2018 establishing the European Electronic Communications Code (“EECC”), and any Member State law or regulation implementing these EECC provisions.

Germany

Customer may dispute an invoice by providing written notice within eight weeks after receipt. Handling of the dispute shall be in accordance with the German Telecommunications Act.

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Sweden

2. Blocking High-Cost Calls. Customer may at any time during the Term, free of charge, request that numbers with elevated calling fees be blocked.

The Netherlands

No limitations on liability shall apply to losses arising from Vonage’s deliberate recklessness or intentional misconduct.

United Kingdom

1. Waiver of Certain Provisions of the European Electronic Communications Code.

2. Emergency Services.

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2.1.2 If there is a Telephony Service outage for any reason, such outage may prevent access to 999/112 dialing.

2.1.6 If the Supplier has cause to suspend the Telephony Service, a User will still be able to dial 999.

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3. Number Porting.

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12/8/2022

ADDENDUM TO VONAGE BUSINESS SERVICE TERMS
Sales Order #(s): 626491,626490, 626489
This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Order ("Sales Order"). This Addendum supplements or amends the terms and conditions set forth at https://www.vonage.com/legal/unified- communications/tos/global-vbc-tos/ (the "Service Terms"), which are referenced in and made part of the Sales Order. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.

Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:

1. PRICING
Customer will pay Vonage Business up to $244,413 for Products and Services over the 36-month Service Term. All quoted prices in the above-referenced Sales Order may not include Taxes and Fees.

The authorized representatives of Vonage Business and Customer have executed this Addendum below:

Vonage Business Inc. The City of Lake Forest
By:

Name: Vincent DePasquale
By:

Name: Robert Pequeño
Title:

Date:

Sr. Director of Customer Success
Dec 30, 2022
Title: Mayor
Date:

Best Best, & Krieger LLP, City Attorney

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12/8/2022

ADDENDUM TO VONAGE BUSINESS SERVICE TERMS
Sales Orders # 559833 & 559855
This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Orders ("Sales Orders"). This Addendum supplements or amends the terms and conditions set forth in the Master Services Agreement between Vonage Business and Customer dated May 21, 2019 (the "Service Terms"), which are referenced in and made part of the Sales Orders. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.

Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:

1. EXHIBIT V- B, PRODUCTS AND PRICING.

The language contained in the Exhibit V-B, Products and Pricing, Section 3 of the Service Terms is hereby deleted in its entirety and replaced with the following language:

“City will pay Vonage Business up to $242,881.00 for products and services over the 36-month period of the Agreement.”

All other Service Terms remain unchanged and in full force and effect.

The authorized representatives of Vonage Business and Customer have executed this Addendum below:

Vonage Business Inc. City of Lake Forest
By:

Name: Vincent DePasquale
Title:

Date:

Sr. Director of Customer Success
Dec 30, 2022
Title:

Date:

Mayor

Best Best, & Krieger LLP, City Attorney
By:

Name: Robert Pequeño

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Created:
2022-12-30
By:

Status:

Transaction ID:

Sabrina Susuras ([email protected])
Signed
CBJCHBCAABAAqZ48JXgVgEt_TxbaYRkcM8jiYyiyF6P_
DocuSign Envelope ID: 8633577B-8B48-48D7-A7FA-0B9FD8EC9394

City of Lake Forest - Renewal
Final Audit Report 2022-12-30

"City of Lake Forest - Renewal" History
Document digitally presigned by DocuSign\, Inc. ([email protected]) 2022-12-29 - 5:10:11 PM GMT- IP address: 72.216.149.29

Document digitally presigned by DocuSign\, Inc. ([email protected]) 2022-12-29 - 5:10:52 PM GMT- IP address: 72.216.149.29

Document created by Sabrina Susuras ([email protected]) 2022-12-30 - 4:14:55 PM GMT- IP address: 72.216.149.29

Document emailed to [email protected] for signature 2022-12-30 - 4:25:56 PM GMT

Email viewed by [email protected]
2022-12-30 - 4:29:00 PM GMT- IP address: 66.102.8.115

Signer [email protected] entered name at signing as Vincent DePasquale 2022-12-30 - 4:30:21 PM GMT- IP address: 148.74.109.23

Document e-signed by Vincent DePasquale ([email protected]) Signature Date: 2022-12-30 - 4:30:23 PM GMT - Time Source: server- IP address: 148.74.109.23

Agreement completed.
2022-12-30 - 4:30:23 PM GMT

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ATTACHMENT 3

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MEMORANDUM

DATE: May 2, 2025

TO: DEBRA ROSE

CITY MANAGER

FROM: JOANNE JIN

INFORMATION TECHNOLOGY MANAGER

CC: KEITH NEVES

ASSISTANT CITY MANAGER

KEVIN SHIRAH

DIRECTOR OF FINANCE / CITY TREASURER

SUBJECT: SECOND AMENDMENT TO VONAGE VOIP SERVICE

CONTRACT

SUMMARY

Staff requests the City Manager’s approval of the Second Amendment to the Agreement with Vonage Business, Inc. (“Agreement”) for maintenance and support of the City’s Voice Over IP telephone service system(“VoIP”). This amendment ensures that the not-to-exceed contract amount covers services, taxes, carrier fees, and regulatory fees, by adding $16,850 to the Agreement and increasing the not-to-exceed amount from $252,000 to $268,850.

BACKGROUND

On December 30, 2022, the City executed a contract with Vonage Business, Inc. to provide VoIP for the City, with an initial not-to-exceed amount of $244,413. The contract included 213 telephones of varying types, distributed as shown below:

FACILITY

TELEPHONE TYPE

TOTAL BASIC PREMIERE

CONFEREN
CE
Sports Park 4 12 0 16
Skate Park 0 3 0 3
Civic Center 52 131 11 194
Total 56 146 11 213

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On May 7, 2024 the City Manager approved the First Amendment in the amount of $7,587, increasing the Agreement’s total to $252,000. The First Amendment covered six new phones, associated licensing, and contingency for future needs.

DISCUSSION

VoIP (Voice over Internet Protocol) is a technology that allows the City to make and receive phone calls using its internet connection rather than traditional telephone lines. This system supports voice communication across all City departments, providing flexibility, scalability, and cost efficiency. It also allows for easier integration of additional features such as voicemail-to- email, remote access, and system-wide management—all essential for modern municipal operations.

The City Manager has authority to approve contract increases up to 10 percent of the original Agreement amount, which is $24,441. With the First Amendment totaling $7,587, the remaining approval authority is $16,854.

This Second Amendment seeks to allocate $16,850 to cover:

 Carrier and regulatory fees that were not included in the original Agreement but have accrued since 2022
 Taxes on Vonage invoices
 Additional phones and licensing to support new City staff and operational needs.

These service fees were excluded from the original contract, as stated in the Agreement; however, they were not added to the contract’s not-to-exceed amount. Table 1 provides an example illustrating how recurring monthly service fees and taxes have steadily increased the actual cost of Vonage services over time.

Table 1 – July 2024 Invoice Showing Taxes and Fees Excluded from the Contract
Fee Type Amount Description
Carrier
Surcharge
Recovery Fee
$11.50
A pass-through fee used by the carrier to
recover costs related to third-party network
access and interconnection.

E911 Fee $190.00
A mandatory fee that funds emergency
response infrastructure and ensures accurate
caller location for 911 services.

Regulatory
Recovery Fee $948.10 A fee charged to recover the provider’s costs related to compliance with government-
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imposed regulations.

Regulatory
Recovery Fee
(POTS)
$0.00 Applies to analog telephone services; no
charge applied for this invoice period.

Taxes $1,143.97 Includes applicable federal, state, and local taxes related to telecommunications services.

Total Charges $2,293.57 July 2024 Total Charges Excluded in the Contract

These costs accumulate each month and, over time, have created a need to increase the contract’s not-to-exceed amount to remain in compliance with City purchasing policies. While these added costs are covered within the current IT Division budget, staff is seeking City Manager to approval to increase the authorized contract value by $16,850, resulting in a revised not- to-exceed amount of $268,850.

FISCAL IMPACT

The proposed Fiscal Year 2024-25 Operating Budget includes sufficient funds for this purpose.

ATTACHMENTS

1. Vonage Business Inc. Agreement (2022)

2. First Amendment to Vonage Business Inc., Agreement

3. Proposed Second Amendment to Vonage Business Inc

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Sales Order# 626490
Account ID: 911727
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Customer Billing Address Customer Install Address
Douglas McBratney Douglas McBratney
Skate Park Skate Park
100 Civic Center Dr 20028 Lake Forest Dr
Lake Forest, CA 92630-9202 Lake Forest, CA 92630
US US
Previous Contract One Time Total* $0.00 Monthly Total* $-135.60 *plus applicable Taxes and Fees
Renewal
One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price ---------------
Premier Plus 3 $0.00 $0.00 $25.00 $75.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.

Polycom VVX601 POE Rental 3 $0.00 $0.00 $9.00 $27.00
Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.

Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00
One Time Total* $0.00 Monthly Total* $102.00
*plus applicable Taxes and Fees Previous One Time $0.00 Previous Monthly $135.60 Difference $0.00 Difference $-33.60
Customer Vonage Business Inc.

Signature Signature
Printed Name of Authorized Signatory Printed Name of Authorized Signatory Title Title
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Robert Pequeño
12/8/2022
Mayor
Vincent DePasquale
Sr. Director of Customer Success
Dec 30, 2022
Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Sales Order# 626490
Account ID: 911727
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Date Date
This Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and use the Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forth in any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms of Service set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection, early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into the Sales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the Service Terms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept the Service Terms.

Prices do not include applicable Taxes, Fees and Shipping and Handling charges.

CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Customer Billing Address Customer Install Address
Douglas McBratney Douglas McBratney
City of Lake Forest City of Lake Forest
100 Civic Center Dr 100 Civic Center Dr
Lake Forest, CA 92630-9202 Lake Forest, CA 92630-9202 US US
Previous Contract One Time Total* $0.00 Monthly Total* $-6,697.50 *plus applicable Taxes and Fees
Renewal
One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price ---------------
Polycom 6000 Rental 11 $0.00 $0.00 $18.00 $198.00
Rental of phone handset. Does not include power brick.

Managed Router Rental - Ethernet up to
50 mb 1 $0.00 $0.00 $15.00 $15.00
Router to support ethernet delivery up to 50 mbps. Equipment must be returned at end of contract.

Polycom VVX601 POE Rental 119 $0.00 $0.00 $9.00 $1,071.00 Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.

Auto Attendant 10 $0.00 $0.00 $5.00 $50.00
Answers and routes calls to 11 destinations. Includes a DID, and Dial by Name for all Stations.

SmartWAN Mono-30 Mbps-Rental 1 $0.00 $0.00 $71.00 $71.00 SmartWAN 30 Mbps throughput. Seamless fail-over, WAN Optimization, Secure tunnel, Read-only portal. VeloCloud VCE-510-30 or VCE-520-30.

Premier Basic 52 $0.00 $0.00 $13.00 $676.00
Lobby or Common Area phone. Includes DID, IB/OB, 3way, Transfer, CallerID only. Includes 200 LD mins. Voicemail NOT included.

Polycom VVX Color Expansion Module
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Rental 8 $0.00 $0.00 $6.00 $48.00
28 button sidecar with color LCD screen and self-labeling keys for VVX series. Up to 3 Modules per VVX phone. Includes AUX cable and attachment hardware.

Polycom VVX201 POE Rental 42 $0.00 $0.00 $3.00 $126.00
Polycom VVX201 POE Rental 2-line Desktop GigE Phone with HD Voice. Does not include power brick.

Managed Ethernet Loop 5 Mbps 1 $0.00 $0.00 $500.00 $500.00 Static bandwidth ethernet last mile loop delivered via copper or fiber as available. Internet bandwidth and router sold separately.

DID Single Number 1 $0.00 $0.00 $0.25 $0.25
Porting or Activating and Maintaining Single DID's (non-blocks) Polycom VVX 250 POE - Rental 7 $0.00 $0.00 $3.00 $21.00 Polycom VVX 250 POE Rental 2-line Desktop Phone with HD Voice. Does not include power supply.

Group Page 10 1 $0.00 $0.00 $8.00 $8.00
Supports up to 10 Complete/Select Premium Stations. Single zone, single location.

One Time Total* $0.00 Monthly Total* $6,322.25
*plus applicable Taxes and Fees Previous One Time $0.00 Previous Monthly $6,697.50 Difference $0.00 Difference $-375.25
Customer Vonage Business Inc.

Signature Signature
Printed Name of Authorized Signatory Printed Name of Authorized Signatory CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Robert Pequeño
Vincent DePasquale
Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Title Title
Date Date
This Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and use the Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forth in any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms of Service set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection, early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into the Sales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the Service Terms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept the Service Terms.

Prices do not include applicable Taxes, Fees and Shipping and Handling charges.

CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF 12/8/2022
Mayor
Sr. Director of Customer Success
Dec 30, 2022
Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Sales Order# 626491
Account ID: 911724
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Customer Billing Address Customer Install Address
Douglas McBratney Douglas McBratney
Sports Park Sports Park
100 Civic Center Dr 28000 Rancho Pkwy
Lake Forest, CA 92630-9202 Lake Forest, CA 92630-8723 US US
Previous Contract One Time Total* $0.00 Monthly Total* $-398.00 *plus applicable Taxes and Fees
Renewal
One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price ---------------
Premier Plus 5 $0.00 $0.00 $25.00 $125.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.

Polycom VVX601 POE Rental 4 $0.00 $0.00 $9.00 $36.00
Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.

Premier Basic 12 $0.00 $0.00 $13.00 $156.00
Lobby or Common Area phone. Includes DID, IB/OB, 3way, Transfer, CallerID only. Includes 200 LD mins. Voicemail NOT included.

Polycom VVX201 POE Rental 12 $0.00 $0.00 $3.00 $36.00
Polycom VVX201 POE Rental 2-line Desktop GigE Phone with HD Voice. Does not include power brick.

Hunt Group 1 $0.00 $0.00 $4.00 $4.00
Lead # for a group of extensions / phones. 5 Group ringing options with overflow.

Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00
Group Page 10 1 $0.00 $0.00 $8.00 $8.00
Supports up to 10 Complete/Select Premium Stations. Single zone, single location.

One Time Total* $0.00 Monthly Total* $365.00
*plus applicable Taxes and Fees
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Sales Order# 626491
Account ID: 911724
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Previous One Time $0.00 Previous Monthly $398.00
Difference $0.00 Difference $-33.00
Customer Vonage Business Inc.

Signature Signature
Printed Name of Authorized Signatory Printed Name of Authorized Signatory Title Title
Date Date
This Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and use the Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forth in any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms of Service set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection, early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into the Sales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the Service Terms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept the Service Terms.

Prices do not include applicable Taxes, Fees and Shipping and Handling charges.

CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Robert Pequeño
12/8/2022
Mayor
Vincent DePasquale
Sr. Director of Customer Success
Dec 30, 2022
Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Vonage Business Communications
Global Terms of Service Agreement

Effective Date: October 5, 2020

Country-specific terms and conditions are set forth in Schedule 3 and shall apply to Customers domiciled in those countries.

DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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1. DEFINITIONS
Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such terms in Schedule 1 and/or in the Sales Order.

2. SUBSCRIPTION SERVICES; SALES ORDERS
A. Subscription Services
a. Pursuant to the terms of this Agreement, Vonage shall provide to Customer: (i) telephony, conferencing, messaging and related subscription -based services as described in one or more Sales Order(s), and the Service Descriptions which describe the features and functionality of the Services, or other documentation Vonage may provide from time-to-time; and (ii) the set -up, installation, implementation, configuration, and other Professional Services identified in Sales Orders (if applicable) and a Statement of Work (if applicable) in connection with the Subscription Services. Customer’s use of the Subscription Services are governed by Vonage’s Acceptable Use Policy. b. Subject to Customer’s compliance with this Agreement, Vonage hereby grants Customer and its Affiliates, a limited, revocable, personal, non- exclusive, non- transferable, and non -sublicensable license during the Service Term to: (i) provide Authorized Users access to the Services via Customer’s Account; and (ii) download, install, and use Software made available by Vonage in connection with the Services, subject to any additional terms and conditions accompanying such Software, as applicable.
c. Certain Software Vonage provided to Customer may contain third- party software ("Third-Party Software"), including open source software. Use of such Third- Party Software may be governed by separate copyright notices and license provisions, which will be provided to Customer and which are incorporated by reference into this Agreement. Such provisions shall govern the use of Third- Party Software. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires, or this Agreement is terminated. d. To access the Services, Customer must maintain an active Account in good standing.

Customer shall provide and maintain accurate, complete, and up -to-date information within its Account. Customer is solely responsible for the activity that occurs on its Account (which includes its sub -Accounts), and for keeping its Account credentials secure. Vonage will not be liable for losses caused by any unauthorized use of the Account; provided, however, that Customer shall not be responsible for unauthorized Charges on its Account to the extent that it took reasonable precautions and the unauthorized use is demonstrated to be solely due to Vonage’s gross negligence or willful DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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misconduct. Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must notify Vonage promptly of any change in Customer’s eligibility to use the Services, breach of security, or any unauthorized use of Customer’s Account. Notwithstanding closure of Customer’s Account, Vonage may retain Customer Data as reasonably necessary for compliance with applicable law.
e. The foregoing licenses shall extend to Customer Affiliates, provided that such Customer Affiliates are acting via Customer’s Account (or subaccounts thereof), and provided further that Customer remains liable to Vonage for all acts and omissions of such Affiliates (or any other entities authorized by Customer to use the Services or act via Customer’s Account) as if they were Customer’s own acts or omissions, including payment for the Services.
f. Vonage may use or rely on one or more licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are provided in conjunction with, or incorporated into, the Services and/or Vonage Equipment ("Third- Party Services"). Such Third- Party Services may also be provided under Vonage's trademarks or otherwise branded as a Vonage Service. Third- Party Services may be governed by Third-Party Terms , or identified in documentation or on other media delivered with the Third- Party Services and will be provided to Customer; such Third- Party Terms are incorporated by reference into this Agreement and shall govern the use of Third-Party Services. Customer agrees to comply with such terms and conditions of all Third-Party Services. Such Third- Party Terms are deemed to be between Vonage and Customer and do not create a contractual relationship between Customer and such third party. Any non-compliance with terms and conditions of Third- Party Services shall be considered non-compliance with this Agreement.

B. CX Contact Center Services
Terms applicable to Vonage Contact Center Services (including VCXC-CC Extension and CX Cloud Express) are set forth here. The Service Description and the scope of Professional Services for the Vonage CX Contact Center Service identified on the Sales Order is set forth here.

C. Sales Order Submission and Acceptance
Customer may order Subscription Services by accepting or executing one or more Sales Orders in a manner and format as required by Vonage, including via Vonage’s ordering portal. Applicable Professional Service Fees and/or installation Charges will be set forth in a Sales Order. Vonage may, in its sole discretion, accept or reject a Sales Order prior to Acceptance or execution. Once a Sales Order is accepted or executed, along with an DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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D. Service Term and Automatic Renewal
Each Sales Order shall state the Initial Term. The Initial Term will commence on the date set forth in the Sales Order as the Subscription Service Term Start Date. Sales Orders which describe delivery of Subscription Services to multiple Customer Locations will identify multiple Subscription Service Term Start Dates and Subscription Terms. The Initial Term will automatically renew for successive periods of the same length as the previous Initial Term or Renewal Term (as applicable) except where either Party provides written notice of intent not to renew at least ninety days prior to the end of the then-current Initial Term or Renewal Term. Upon termination of the applicable Initial Term or Renewal Term, Vonage will not be obligated to furnish the Subscription Services to Customer; provided however, if Customer continues to use the Subscription Services after termination of the Initial Term or Renewal Term, such use shall be on a month- to-month basis and Customer shall be obligated to pay for such Subscription Services at Vonage’s then-current monthly rates. Either party may terminate such month- to-month term by providing at least thirty days advance notice. Except as expressly provided in the applicable Sales Order, renewal of promotional or one-time priced subscriptions may be, in Vonage’s discretion, at Vonage’s applicable list price in effect at the commencem ent of the applicable Renewal Term.

E. Service Adds; Co-Term
Services added to an existing Customer Location will be deemed to be part of the existing Sales Order for the purposes of determining the remaining Subscription Term for such additional Service (i.e. co- term). However, some Services require a minimum commitment term which may not be co-terminus with the Subscription Term of the existing Sales Order (e.g. Vonage Equipment and CX Contact Center Services). For any such Services, a separate Sales Order is required, and the Subscription Term will be set forth in the applicable Sales Order. Services ordered for additional Customer Locations (i.e. multi-locations) will have separate Subscription Terms as stated in the Sales Order unless the Parties mutually agree otherwise via an addendum executed by both Parties.

F. Service Platform Migration
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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When Customer migrates from the Vonage Enterprise service platform to the VBC service platform, Customer acknowledges that upon Acceptance of a VBC Sales Or der, the Vonage Enterprise services and all associated agreements shall be terminated, effective upon migration of the services.

G. Changes
Vonage may update, upgrade, discontinue, or otherwise modify the Services or specific Services in whole or in part in accordance with this section. Vonage shall make commercially reasonable efforts to provide at least ninety days’ notice prior to any material changes of the specific Services, subject without limitation to urgency and security issues. Customer shall use commercially reasonable efforts to cooperate with Vonage to effect modifications to the Services, including by promptly implementing all fixes, updates, upgrades, and replacements of Software as reasonably required by Vonage, and Vonage shall not be responsible for Customer’s failure to do so.

H. Reservation of Rights
Notwithstanding anything to the contrary herein, Vonage reserves the right, but is not obligated, to (i) monitor and review Customer’s use of the Services, including to ensure Customer’s compliance with the Agreement; (ii) reject, refuse to transmit, block, or remove any content (including Customer Data); and (iii) access, read, preserve, or disclose any information that Vonage reasonably believes is necessary to (a) comply with applicable law, regulation, legal process, or government request, (b) enforce the Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to Customer’s support requests, or (e) protect the rights, property or safety of Vonage, its customers, its customers’ end users, and/or the public. Customer agrees to provide Vonage with any information Vonage reasonably requests to investigate and resolve issues relating to Customer’s Account.

I. Required Maintenance; Customer Support
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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a. Vonage has the right to perform repair and maintenance or to upgrade, update or enhance (collectively, the "Maintenance") its network, infrastructure, website(s), Services and/or Vonage Equipment with prior notice per the Service Level Agreement if such Maintenance would cause a partial or full disruption of the Services. b. Customer will timely report any issues, trouble or problems affecting Service to Vonage using a Customer-initiated trouble ticket (a “Trouble Ticket”). Trouble Ticket procedures and additional information for Vonage support can be found here. Calls to and from Vonage customer service, sales or other representatives may be recorded and/or monitored for quality assurance and training purposes. Customer's sole remedies for any non-performance, outages, failures to deliver or defects in Service are set forth in the applicable service level agreement and these Service Terms.

J. Voice-to-Text and Text-to-Voice Limitations.

Certain Vonage Services may provide a function that allows voicemails to be converted to text and vice- versa. Customer understands and agrees that Vonage’s voice- to-text ("VTT") and text -to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages , respectively. Customer is solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage expressly disclaims all liability with respect to the conversion of voicemails to text or vice-versa.

K. Acceptable Use Policy
Customer shall not, and shall ensure that end users and Affiliates do not, and shall not authorize, assist, or enable any other third party to, use the Services in any manner that violates the AUP.

L. No Resale
Customer represents and warrants that it will be the ultimate end user of the Service.

Customer shall not in any way resell, license, permit nor allow any t hird party to use the Services without receiving Vonage's prior written consent.

M. Electronic Recording
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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Customer acknowledges that there are laws governing the electronic recording of telephone conversations and that Vonage is not liable for any illegal use of the Services.

3. FEES AND PAYMENT
A. Invoices; Billing and Payment Terms
Vonage will invoice Customer pursuant to the Subscription Services Invoicing Frequency and Customer shall pay pursuant to the Payment Terms as set forth in the Sales Order.

Quantities purchased cannot be decreased during the relevant Subscription Term without the imposition of the applicable early termination charges. Usage based Charges (including Charges for international calls), Marketplace Service Charges, Change Order fees, and ancillary expenses (e.g. incurred in connection with the Professional Services, if any, such as travel, hotel and subsistence expenses; such expenses to be invoiced by Vonage at cost) are payable in arrears. Equipment purchase Charges are billable upon Acceptance of a Sales Order. Professional Services provided on a fixed price basis will be billed in advance and Professional Services provided on a time and material basis will be billed as completed monthly in arrears pursuant to the Payment Terms. An invoice for Professional Services will be sent promptly following Acceptance of the Sales Order, with payment due per the Payment Terms. Invoices will be sent by email to the address specified in Customer’s Account. The foregoing shall not apply to In-App Purchases. The terms of service for the app store from which Customer downloaded the mobile application shall govern the Payment Terms and taxes and fees for the in- app Services, if any, and such terms are hereby incorporated by reference.

Overdue amounts other than amounts disputed in good faith bear interest at the lower of

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B. Pricing
Pricing shall be set forth in the applicable Accepted Sales Order or as stated in the Vonage ordering portal and shall remain fixed until the end of the applicable Subscription Term. Upon auto- renewal of the Subscription Services, the Subscription Charges will increase by 7%. In the event Vonage continues to provide Services to Customer on a month-to-month basis following a committed term, Vonage reserves the right to increase pricing to Vonage’s then-current month-to-month pricing.

C. Commitment
Customer agrees it is responsible for the full value of each Sales Order effective upon Acceptance of the applicable Sales Order, subject to termination due to Vonage’s uncured default. Notwithstanding anything to the contrary herein, if Subscription Services are reduced or terminated other than due to a Party’s uncured default, all Charges due under the reduced or terminated Sales Order will be accelerated and Customer shall pay Vonage the sum of all unpaid amounts for Subscription Services actually provided, plu s the remaining contracted Charges as of the date of termination through the end of the Subscription Term stated in the Sales Order(s), as well as any additional incurred Charges (e.g. usage, Equipment purchases, etc.); or, if such termination is prior to the Subscription Service Term Start Date, the total amount of the Sales Order, and applicable Taxes and Fees on all of the foregoing.

D. Taxes and Fees
Prices for Subscription Services and Equipment purchases do not include applicable Taxes, Fees, Duty and Customs charges. Customer will be solely liable for and will pay upon demand all Taxes, Fees, Duty and Customs charges associated with Customer’s purchase of Equipment, and access to or use of the Services as set forth in the applicable Invoice, and shall not deduct any such amounts, or any other withholdings, set-offs, or deductions, from owed amounts, but will not be responsible for taxes based on Vonage’s net income. Customer may present Vonage with an exemption certificate eliminating Customer’s and Vonage’s liability to pay certain Taxes. Once Vonage has approved the exemption certificate in writing, Customer shall be exempt from those Taxes on a go- forward basis. If a tax authority determines that Customer is not exempt from Taxes and assesses those Taxes, Customer shall pay those Taxes to Vonage, plus any DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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E. Billing Disputes
Billing disputes must be initiated within ninety days of the disputed invoice date. Upon expiration of such ninety -day period, Customer waives its right to dispute any fees paid or payable to Vonage. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts. Other than as stated in this Agreement, fees paid are non- refundable.

4. PROFESSIONAL SERVICES

A. Performance
a. Vonage will provide and Customer shall pay for Professional Services (set up/installation Charges) as applicable and as specified in the Sales Order(s) and/or SOW using trained and qualified personnel, who will provide such Professional Services in a professional and workmanlike manner.
b. Customer’s exclusive remedy for breach of the foregoing shall be the re-performance of such Professional Services, except where Vonage is unable to re- perform the Professional Services, in which case, Customer may recover fees paid with respect to such deficient Professional Services by written claim no later than ninety days after the claimed deficient performance.

DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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c. Professional Services are available either on a time- and-materials or fixed-fee basis (as determined by Vonage) as described in the relevant Sales Order and/or SOW. Professional Service Fees may be subject to change if Customer modifies the scope of the Services or delays the Services to be installed. d. A change to the scope or execution of the Professional Services shall be agreed via Change Order prior to implementation of the changes. The Change Order shall set out the proposed changes and the likely effect on the Professional Services and/or the Professional Service Charges.
e. Upon completion of the Professional Services, if the Customer uses the Subscription Services or part thereof for any purpose other than for testing, such use shall constitute Acceptance of the Subscription Services.
f. Vonage may subcontract the performance of, or Customer may utilize a third- party to perform any or all of the Professional Services. Any subcontract by Vonage shall not affect Vonage’s liability to the Customer for the performance of its contractual obligations, and Customer shall be solely responsible for any Professional Services performed by Customer’s third-party.

B. Scheduling
The Parties will mutually agree upon the scheduling of Professional Services ordered by the Customer. Vonage shall use all reasonable efforts to meet the agreed-upon schedule.

C. Cooperation
Customer shall cooperate reasonably, timely, and in good faith with Vonage (including its subcontractors and personnel) in its performance of Professional Services, including by providing to Vonage in a timely manner and without charge (a) support as reasonably requested by Vonage; (b) information regarding health and safety rules and regulations and any other reasonable security requirements that apply at the applicable service location; (c) physical space, equipment, telephone and internet access, and acc ess to other facilities; (d) access to appropriate and knowledgeable personnel; and (e) as DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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D. Special Install Costs
Vonage may charge, and Customer shall pay, all recurring and nonrecurring costs, Charges and expenses incurred by Vonage for Customer’s benefit in connection with non- standard installation, delivery or implementation of the Services (collectively, the “Special Install Costs”). For clarification and by way of example, standard installation does not include (and the following may comprise a portion of any Special Install Costs) core drilling, wiring extensions for excessive distances, installation of new conduit runs, installation of water proof shielding, installation of aerial circuit runs, or removal of hazard materials, as determined by Vonage Business at its sole discretion, as well as after-hours installation of Services (“Non -Standard Installation”). Non- Standard Installation will be purchased by Customer as an additional Service. Non- Standard Installation is the installation of Services Monday to Friday between 5pm to 8am (local time), any time on Saturday and/or Sunday, and holidays. Non- Standard Installation will include appointment coordination, the provisioning of the Service, basic external wiring, call tests, and remote Vonage technical support as needed. Special Install Costs will be invoiced to Customer as soon as practicable following the Subscription Service Term Start Date for the applicable Services.

E. Telephone Number Porting
Vonage’s policies and procedures for telephone number porting is set forth here.

5. FREE TRIAL SERVICES; BETA SERVICES
A. Free Trial Services
If Customer’s Sales Order or registration with Vonage includes a free trial (“Free Services”), then the applicable Services will be made available to Customer until (i) the end of the free trial period; (ii) the Subscription Service Term Start Date for Free Services, or (iii) the termination of Free Services for cause by Vonage, whichever is earlier. Any additional terms upon which the Free Services are provided as part of the trial registration process, are incorporated herein. Use of Free Services is subject to the terms and conditions of this Agreement. Customer agrees that Vonage, in its sole discretion and for DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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any or no reason, may terminate Customer’s access to the Free Services or any part thereof.

B. Beta Services
Certain Services or Software may be designated or offered as a beta version ("Beta Version") of a Service or Software, which may or may not be released as a full commercial service in the future. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to this Agreement. Customer agrees that Beta Versions may contain errors. The fact and existence of any Beta Version shall be deemed to be Vonage Confidential Information under this Agreement.

SERVICES DURING ANY FREE TRIAL OR BETA SERVICE PERI OD, ITS INDEMNIFICATION OBLIGATIONS AND ANY BREACH OF THIS AGREEMENT.

6. TECHNICAL REQUIREMENTS; EQUIPMENT
a. It is Customer’s sole responsibility to ensure that it meets the minimum hardware, Software, connectivity, and other technical requirements for accessing the Subscription Services. Vonage’s minimum technical prerequisites are available upon request. b. Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high-speed internet connection to use the Services; and (ii) Vonage is not providing an internet connection for Customer. Vonage does not control and is not responsible for: (a) Customer's internet connection; (b) the quality of Customer's internet connection; (c) any third party products and/or services related to Customer's internet connection; or (d) problems with the Services that are caused by or related to Customer's internet connection. Vonage will not contact any of the internet providers and/or service or product providers on Customer's behalf.
c. Customer understands and acknowledges that use of the Services may require the use of certain Customer Equipment, Vonage Equipment, and/or Third- Party Equipment.

Vonage’s Equipment Policy is set forth here and shall apply to all equipment used, purchased or leased in connection with the Services.

DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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7. SUPPLEMENTAL TERMS; POLICIES; APPS MARKETPLACE
a. These Service Terms incorporate applicable Supplemental Terms set forth here, which shall apply to the specific Third- Party Services purchased by Customer, if any. Certain Subscription Services may be subject to other thir d-party terms which shall be made available to Customer prior to the purchase of such Third- Party Services, and shall supersede any conflicting terms with respect to such Subscription Services. b. These Service Terms also incorporate all additional terms, conditions and policies that are set forth in an addendum, schedule or exhibit, as well set forth in the Legal Policy Center here under the heading “Unified Communicat ions – VBC” (collectively, the “Additional Terms”), and supersede and replace all terms and conditions set forth in any documents issued by Customer, including purchase orders and specifications not agreed to in writing by the Parties.
c. Vonage may update or replace the AUP, Privacy Policy, Copyright Policy, Telephone Number Porting Policy and Emergency Services Acknowledgement (“Policies”) from time to time (a “Policy Change”), and will provide notice to Customer either via email to the address on file, or through Customer’s invoice. If such Policy Change is (a) applicable to Customer, and (b) materially and detrimentally impacts the Services, upon receipt of notice, Customer will have thirty days to notify Vonage that such changes are materially and adversely impacting, stating specifically which changes are impactful. The Parties will then a ttempt to reach a mutually agreeable workaround agreement. If agreement cannot be reached, Vonage may either waive or modify the requirement to Customer's reasonable satisfaction. If Vonage does neither, then Customer can either, within thirty days following Vonage’s notice of its refusal to waive or modify the requirement, accept the Policy Change or terminate those Services affected without termination liability, without the right to continue to use those Services thereafter. Notwithstanding the foregoing, Customer’s right to object or terminate shall not apply to Policy Changes required by applicable law, regulation or governmental authority, or to changes required to protect the security and operability of Vonage, the Services, Vonage’s other customers. d. Vonage offers third party products and services on its App Marketplace (“Third- Party Apps”). When Customer subscribes to use such Third-Party Apps, Customer shall agree separately to the required terms of use or service with such Third -Party App provider (“App Terms”), in addition to these Service Terms. Vonage is responsible for the billing and collection of amounts owed to such third- party provider and to tax and regulatory authorities, and will charge Customer’s method of payment. Charges for these services will appear on Customer’s monthly Vonage invoice. Vonage will also handle all billing questions. Customer acknowledges that Vonage is not responsible for support or technical assistance with respect to any Third-Party App and that Customer’s use of the App itself is subject to the App Terms; Customer shall direct its App questions and support requests directly to the provider of the Third -Party App at the contact email address or number set forth on the Marketplace and/or in the App Terms. However, C ustomer may only modify or terminate Third- Party Apps or related accounts through the App Marketplace in order to modify or terminate billing for such Third- Party Apps. Failure to DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3

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8. INTELLECTUAL PROPERTY; CUSTOMER DATA AND DATA DELETION A. Customer Data.

B. Retention and Deletion of Call Recordings and Voicemails.

Voicemail messages are retained for 90 days from the date the message was recorded and 7 days after cancellation or termination of the Service(s).

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c. Following the stated retention periods, the VBC Call Recordings and Voicemails are purged.

C. Suggestions.

D. Vonage Services and Vonage Content.

E. Other Rights.

F. Restrictions.

Customer shall abide by and maintain all copyright notices, information, and restrict ions contained in any Vonage Content accessed through the Services.

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10. WARRANTIES AND DISCLAIMERS.

B. Customer Warranty
Customer and its Authorized Users’ use of the Services must at all times comply with all applicable laws and this Agreement.

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