Master Service Agreement

This Master Services Agreement (the "Agreement") is entered into on June 14 2023 (the "Effective Date") by and between Zray Technologies Corporation, dba ZTelco Inc. and RingPlan (together with its affiliates providing the Services defined below, "RingPlan" or "Carrier"), a California corporation with its principal place of business located at 12565 Kirkham Ct. Poway, CA 92064 (together with its affiliates, "Customer"). For purposes of this Agreement, RingPlan and Customer are referred to individually as "Party" and collectively as the "Parties". Customer is responsible for the usage of its affiliates.


A. RingPlan provides various types of communications services as part of its suite of voice and text messaging products and solutions. Customer is also a provider of various types of communication services.

B. The Parties desire that RingPlan provide Customer with the Services more specifically described below.


By continued use of this service the parties are intending to be legally bound, the Parties agree as follows:


Pursuant to the terms herein, RingPlan or one of its affiliates will provide and Customer will receive those services ("Services") set forth in and pursuant to any service schedule, exhibit or addendum (each, a "Service Schedule") attached hereto or subsequently added to this Agreement and incorporated herein. The Service(s) provided may be used only as expressly authorized under the applicable Service Schedule(s) by Customer, or any affiliate of Customer or any customer of Customer. The Parties agree that in the event of any conflict or inconsistency, the terms and conditions set forth in the Service Schedule(s) will prevail over the terms and conditions of this Agreement.


Service Schedule(s) on month-to-month plans will automatically continue on a month-to-month basis under the terms and conditions (including rates) then in effect, during which time either Party may terminate the Service Schedule(s) anytime with prior written notice to the other Party. Customer forgeoes remaining monthly fee upon cancellation. RingPlan may also change the rates on 30 days notice during any month-to-month term, unless a shorter period is set forth in the Service Schedule. If in contract, the term of this Agreement will commence on the Effective Date and remain in full force and effect for the longer of (i) two years or (ii) the date of expiration of the last surviving Service Schedule(s) entered into pursuant to this Agreement. Each Service Schedule(s) will remain in effect for the term set forth in the Service Schedule(s), unless earlier terminated as allowed in this Agreement or the applicable Service Schedule(s). Upon expiration of the term of a Service Schedule(s), the service Schedule(s) will automatically continue on a month-to-month basis under the terms and conditions (including rates) then in effect, during which time either Party may terminate the Service Schedule(s) upon thirty (30) calendar days prior written notice to the other Party. RingPlan may also change the rates on 30 days' notice during any month-to-month term, unless a shorter period is set forth in the Service Schedule.


3.1. RingPlan may, without notice, discontinue Services, cancel an application for Services or terminate this Agreement or any Service Schedule without any liability for any of the following reasons: (a) Customer fails to pay any amount by the Due Date (defined below) and does not correct such failure within 5 days of receiving written notice, or failure to comply with any other material term or condition that is not corrected within 30 days of receiving written notice; (b) a violation by Customer of any law, rule or regulation of any governing authority having jurisdiction over the Services; (c) prohibition against RingPlan furnishing the Services by any competent court or government authority; (d) for usage by Customer beyond the credit limit set by RingPlan, if any, and Customer fails to provide within 2 days of receipt of written notice a security deposit in an amount requested by RingPlan in its sole discretion; (e) Customer provides false or misleading credit information; or (f) Customer uses any Service(s) in such a manner as to interfere unreasonably with the use of Service(s) by other RingPlan customers or authorized users.

3.2. Upon termination of this Agreement, all documentation, software, data and other materials of any kind belonging to RingPlan in the Customer's possession and any copies thereof will be returned to RingPlan or destroyed and certificated as such by an officer of the Customer.


RingPlan will provide, maintain and support the Service(s) at the price and terms set forth in the Service Schedule(s) related thereto. Customer will (i) pay all charges for the Service(s) set forth in the individual Service Schedule(s); (ii) provide documentation and information reasonably requested by RingPlan necessary for the provision or use of the Service(s); (iii) provide reasonable cooperation to RingPlan regarding the installation of any components as may be required for RingPlan to interface to Customer's (or its third party customers') facilities, and any related modification to Customer's (or its third party customers') facilities or operations; (iv) obtain from any third party any authorizations, access to premises and other cooperation reasonably required by RingPlan for the provision of the Service(s); (v) notify RingPlan in writing at least ninety (90) calendar days in advance prior to any changes to any Customer (or its third party customers') equipment, software, operations, network components or procedures that would affect the operation, provision or use of Service(s); and (vi) report malfunctions of the Service(s) to RingPlan as soon as reasonably practicable. If a certificated telecom carrier purchases Local Transit Services, such service may not be resold without RingPlan's consent.


5.1. Customers on a monthly plan need to provide a valid credit card which will be charged on the invoice "Due Date." All other customers will make all payments due to RingPlan within thirty calendar days of the date of RingPlan's invoice (the "Due Date"). If RingPlan incurs any expenses in collecting payments due under this Agreement, including but not limited to reasonable attorney's fee or fees associated with a collection agency, Customer acknowledges and agrees that Customer is responsible for payment of such expenses. Fraud does not excuse Customer's payment obligations.

5.2. From time to time, RingPlan may establish a monthly credit limit. RingPlan, at its election, will not provide Services in excess of the monthly credit limit.

5.3. If any undisputed amount due under this Agreement is not received by the applicable Due Date, in addition to its other remedies available hereunder, RingPlan may in its sole discretion (i) impose a late payment charge of the lower of 1.5% per month or the highest rate legally permissible (such late charge will be payable upon demand by RingPlan); and/or (ii) require the delivery of a security deposit, as a condition of the continued availability of the Services. Customer hereby authorizes RingPlan to make any investigations of credit worthiness of Customer that RingPlan deems necessary. RingPlan may require a security deposit prior to commencing the provision of any Services. RingPlan may apply the security deposit against any outstanding amounts and require that Customer replenish the security deposit if so applied. The charges set forth herein do not include any surcharges, fees, taxes or governmental charges and Customer will pay all these additional amounts, except to the extent a valid exemption certificate is provided to RingPlan. Customer acknowledges and agrees that the treatment of some Services may change, and as a result, additional amounts, such as universal service fund charges, that may not apply on the Effective Date may subsequently apply.

5.4. If Customer wishes to dispute any charges due under this Agreement, Customer must do the following: (i) all disputes must be in writing and specifically identify the invoice and the amounts disputed; (ii) such written notice must be received by RingPlan no later than 120 days after the applicable Due Date for the invoice that includes the disputed charges otherwise such invoice shall be deemed to be correct and binding upon Customer; and (iii) Customer may not withhold any amounts in dispute. Any amounts unpaid by Customer, included disputed amounts, are subject to any other remedies available to RingPlan.


All right and title to, and interest in, the Service(s), and any software including all modifications, enhancements, improvements, alterations or updates, utilized by RingPlan or licensed to Customer by RingPlan to provide the Service(s) pursuant to this Agreement, belong to Zray Technologies Corporation, dba ZTelco Inc. and its trademark RingPlan, or the third party from whom RingPlan procures software. Unless specifically stated in this Agreement or related Service Schedule(s), no licenses, expressed or implied, under any patents, copyrights, trademarks, or other tangible or intellectual property rights are granted by RingPlan to Customer under this Agreement.


Customer acknowledges and agrees that the services offered by RingPlan are subject to: (i) compliance with all applicable laws and regulations; (ii) RingPlan's filed and effective tariffs ("Tariff"), the general terms of which will also apply to all services provided under this Agreement; and (iii) any regulatory authorizations.


If Customer terminates this Agreement (or any Service Schedule) for its convenience or if RingPlan terminates this Agreement (or any Service Schedule) pursuant to Section 3.1, the Parties acknowledge that RingPlan's damages will be difficult to ascertain. Therefore, Customer agrees that as liquidated damages, and not as a penalty, the measure of RingPlan's damages will be an amount equal to the average of all monthly amounts paid under the Service Schedule(s) being terminated in the six months (or the average of all monthly periods the Service Schedule has been in effect if less than six-months) before the termination became effective multiplied by the number of months remaining in the term of the applicable Service Schedule(s). Customer will promptly pay RingPlan after receiving an invoice identifying the applicable amount.







11.1. Except as provided below, the Parties will not, directly or indirectly, disclose any information concerning the other's business methods, customers or finances, or any other information which is disclosed to it by the other Party in connection with this Agreement, whether or not in writing and whether or not designated as confidential, without the prior written permission of the disclosing Party. The terms and conditions of this Agreement are deemed to constitute nonpublic information subject to the terms of this Section.

11.2. The receiving Party will only disclose information received from the other Party to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as strict as those contained in this Section.

11.3. The obligations of the Parties under this Section do not apply to any information that (i) as shown by reasonably documented proof, was in the other's lawful possession without restriction on use or disclosure prior to receipt thereof from the disclosing Party; or (ii) as shown by reasonably documented proof, was received by one Party in good faith from a third party not subject to a confidential obligation to the other Party and without breach of this Agreement; or (iii) now is or later becomes part of the public domain through no breach of a confidential obligation by the receiving Party; or (iv) is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law (including stock market regulation), except that prior to any disclosure pursuant to this subsection, the receiving Party will notify the disclosing Party and provide it with an opportunity to participate in objecting to production of the information; or (v) was developed by the receiving Party independently from and without the developing person(s) having access to any of the information received from the other Party. Each Party acknowledges that any breach of its obligations under this Section will cause irreparable harm to the other for which its remedies at law will be inadequate and that, in the event of any such breach, the offended Party will be entitled to injunctive or comparable equitable relief (including without limitation, injunctive relief and specific performance) in addition to other remedies provided hereunder or otherwise available.

11.4. In addition:

  1. neither Party will announce the execution of this Agreement without the consent of the other Party to this Agreement;
  2. neither Party will include the other Party's name in any advertising, sales promotion, or other publicity materials without prior written approval; and
  3. RingPlan may include and publish Customer's name on RingPlan's customer list without Customer's prior written approval for investor relations purposes; provided, however, that RingPlan acts in accordance with sub-sections (i) and (ii) above.


Customer agrees to defend, at its own expense, and indemnify and hold harmless RingPlan and its subcontractors (collectively the "RingPlan Indemnitees"), from and against any third party claims, suits, damages and expenses asserted against or incurred by any of the RingPlan Indemnitees arising out of or relating to: (i) Customer's use of any Services or related products, data and documentation provided to Customer hereunder, including where the same results in a violation of any law or regulation (e.g., the Telephone Consumer Protection Act); and (ii) Customer's connection of any RingPlan product or service to any third party service or network, including without limitation, damages resulting from unauthorized use of, or access to, RingPlan's network and (iii) Customer's Equipment (as defined below) or Tools and Applications (as defined below). Notwithstanding any other provision of this Agreement, Customer will pay all damages, settlements, expenses and costs, including costs of investigation, court costs and reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred by RingPlan Indemnitees as set forth in this Section, including, without limitation, reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred in successfully enforcing the terms of this Agreement.


13.1. Customer has the sole and exclusive responsibility for the installation, configuration, security (including firewall security), and integrity of all Customer facilities, systems, equipment, proxy servers, software, networks, network configurations and the like (the "Customer Equipment") used in conjunction with or related to the Service(s) provided by RingPlan, including, without limitation, Customer's connectivity to any third party.

13.2. If RingPlan grants Customer access, either by online access, by API or access by any other means, to a service ordering/management system and/or any other tools and applications or computer software in connection with the Service(s) or the use of any Service(s) (collectively, the "Tools and Applications"), the following apply:

  1. Subject to Customer's compliance with this Agreement, RingPlan grants Customer a non-exclusive, non-transferable license to use such Tools and Applications solely in connection with Customer's use of the Service(s) during the term. Customer will not, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Tools and Applications; (B) modify, translate or create derivative works based on the Tools and Applications; (C) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially exploit or otherwise transfer rights to the Tools and Applications or make the Tools and Applications available to any third party; (D) use the Tools and Applications for timesharing or service bureau purposes or otherwise for the benefit of a third party; (E) remove any proprietary notices or labels on any Tools and Applications; or (F) copy, reproduce, post or transmit any Tools and Applications in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording or other means.
  2. The Tools and Applications are RingPlan's (or its licensor's intellectual property). Nothing in this Agreement gives Customer any right or license to any RingPlan intellectual property.
  3. Customer is fully and exclusively responsible for all information accuracy, charges, costs, transactions, and activities conducted through or with such Tools and Applications. Customer is fully and exclusively responsible to safeguard, monitor, manage, and maintain access to the Tools and Applications, and to only allow authorized use of the Tools and Applications to persons that Customer designates. Customer retains full and sole responsibility for all charges for the Service(s) even if incurred in connection with fraud or unauthorized access.


Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior express written consent of the other Party, except that either Party may assign this Agreement without consent to any affiliate or to any party acquiring substantially all of the assets to which this Agreement relates. Notwithstanding the foregoing, Customer's attempted assignment to an affiliate or a purchaser will be void if such party is not creditworthy.


All notices required under this Agreement will be given in writing and either hand delivered or delivered by a nationally recognized next business day courier, postage paid, to the following addresses

12585 Kirkham Ct.
Poway, CA 92064
Attn: Legal Department

Notices will be deemed received on the date of delivery or when delivery is refused. A Party may change its notice address using the notice procedures described in this Section.


Other than payment, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, to the extent that the same is caused by any cause beyond that Party's reasonable control (a "force majeure event"). The Party experiencing the force majeure event shall use reasonable efforts under the circumstances to avoid, limit and remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease. Notwithstanding the foregoing, if a force majeure event results in an interruption of the Services for more than 30 consecutive days, the requesting Party may immediately thereafter terminate the affected Services by notice to the other Party and without liability for any early termination fee or charge, so long as such termination occurs prior to the cessation of the force majeure event.


17.1. Independent Contractors: The Parties are separate and independent legal entities, and independent contractors as to each other and under this Agreement.

17.2. Severability: If any provision of this Agreement is invalid or unenforceable under applicable law, that provision will be ineffective only to the extent of such invalidity, without affecting the remaining parts of the provision or the remaining provisions of this Agreement. The Parties agree to negotiate any such invalid or unenforceable provision to the extent necessary to render such part valid and enforceable.

17.3. Applicability of Tariffs: Except as may be set forth herein, nothing modifies any RingPlan tariff in any manner, which tariffs are incorporated herein to the extent required by law. Any AUP (Acceptable use Policy) that may be posted to Carrier's website applies to the Services.

17.4. No Waiver: The failure of either Party to give notice of default or to enforce or insist upon compliance with any term or condition of this Agreement does not constitute a waiver of the default of any term or condition of this Agreement.

17.5. Survival: The Parties agree that those provisions of this Agreement that should survive its termination or expiration in order to effectuate the intentions of the Parties do extend beyond its expiration or termination.

17.6. Choice of Law: The Parties agree that this Agreement will be governed by, interpreted, and construed in accordance with the laws of the State of California without regard to choice of law principles. Exclusive venue for any and all actions arising out of or related to this Agreement will be in the federal or state courts located in San Diego, CA.

17.7. Changes: No changes or modifications to these terms and conditions will be effective unless in writing signed by the Party against which enforcement is sought.

17.8. Disclosure of Customer Proprietary Network Information ("CPNI") and Other Information: The Parties acknowledge and agree that as between RingPlan and Customer, RingPlan will have information related to the identity of the end users using any telephone numbers ("TNs") assigned to Customer under this Agreement or other CPNI. In the event that RingPlan receives complaints or information requests from governmental agencies or third parties regarding TNs assigned to Customer or Customer's use of the Services, Customer consents to the release of CPNI and other information associated with Customer such that the complaining party will directly contact Customer concerning such complaint. Customer acknowledges and agrees that in the event that RingPlan receives any such complaints or requests, it can reveal Customer's CPNI and other information so as to allow the complaining party to directly contact Customer to resolve any such matters.

17.9. Change in Law: If any federal, state or local statute, rule, order, regulation or order by a court of law or regulatory authority, ILEC tariff change, or anything similar to the foregoing effects a change (a "Change in Law") which has a material adverse impact upon either Party under this Agreement, then the Parties will use reasonable efforts to revise this Agreement so that such Party is no longer impacted in a material adverse fashion and preserves, to the maximum extent possible, the respective positions of the Parties. If the Parties are unable to agree upon revisions to this Agreement in accordance with the above, then the Party impacted in a material adverse manner shall have the right, at its sole discretion, to cease performance of the obligation(s) that is materially and adversely affected upon prior written notice.


This Agreement, is the complete agreement of the Parties and supersedes any prior agreements or representations, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may be executed in counterparts, each of which when executed and de1ivered will be an original, but all of which will constitute one and the same instrument. Facsimile or electronically reproduced signatures will be treated as original ink signatures for all purposes.

VoIP Service Schedule

This VoIP TN Service Schedule (this "Service Schedule") is made under the Master Services Agreement (the "Agreement") between the Parties. This Service Schedule will be effective on the date it has been executed by both Parties (the "Effective Date").

1. Definitions. Capitalized terms will have the meanings ascribed to them below or elsewhere in the Agreement or this Service Schedule, as applicable.

1.1. "API" means Application Programming Interface.

1.2. "Call Time" means the interval that elapses between the moment when the reply condition (answer signal from the called party) is detected at the point where the recording of the call duration takes place and the moment when the disconnect signal is detected from either direction, rounded to the nearest second.

1.3. "Carrier". means RingPlan, Inc. or one of its affiliates.

1.4. "CSS". or "Concurrent Call Session" means the corresponding capacity of one voice-frequency channel.

1.5. "CDR" means call detail record.

1.6. "CNAM" means caller identification with name.

1.7. "Complex DL" means any Directory Listing described in the Tariff of the applicable RBOC, LEC or White Pages listing provider as a Directory Listing service other than a primary, simple or single line Directory Listing. Non-Listed and Non-Published DL's are excluded from the Complex DL Service.

1.8. "Customer" means the Party executing this Service Schedule as identified below.

1.9. "Inbound Calling" means a Service that connects both local calls and long-distance calls (except inbound collect calls and third-party calls) from a calling party to a Subscriber's Activated TN. This Service does not include 9-1-1 Service or termination of certain calls described in Section 2.4 (Exclusions) below. Inbound Calling is available in Offered Rate Centers only.

1.10. "Market" means any way other than Rate Center to designate where a Service may be provided by Carrier.

1.11. "MRC" means monthly recurring charges.

1.12. "NRC" means non-recurring charges

1.13. "NRF" means a No Records Found 9-1-1 Call. NRF calls are 9-1-1 calls sent to Carrier over a trunk group associated with any of Carrier's services for which Carrier has no actively provisioned Subscriber Service Address for the originating telephone number associated with the call.

1.14. "Offered Rate Centers" means those certain Rate Centers served by Carrier and identified on the RingPlan Portal.

1.15. "RingPlan Portal" means Carrier's online order entry systems, self service portal.

1.16. "PSTN" means public switched telephone network.

1.17. "Rate Center" means a uniquely defined geographical area that is associated for telecommunications industry billing purposes with one or more specific NPA/NXX codes.

1.18. "Reseller" means an entity that purchases Carrier Services from Customer for reselling such services to Subscribers.

1.19. "Service Order" means a request from Customer to provide a service or feature as outlined in this Schedule.

1.20. "Subscriber" means the end user of a Service.

1.21. "TN" means the telephone number assigned by Carrier to Customer. TNs will be considered Onnet or Offnet TN Service depending on their corresponding Rate Centers as identified on RingPlan Portal. Customer may not establish and/or operate peer-to-peer relationships with any third party(ies) with respect to any TNs provided by Carrier (or its affiliates) at any time.

1.22. "Total Minutes" means the total seconds of Call Time of all calls that terminate in a Billing Cycle divided by 60 and rounded up to the nearest minute.

1.23. "VoIP" means voice over internet protocol.

1.24. "Service" means the services described in Sections 2 and 7.

1.25. "VoIP Traffic" means traffic exchanged over PSTN facilities that originates and/or terminates in IP format.

2. "Services"

2.1. "Service Descriptions" Customer may receive Inbound Calling by ordering a combination of TNs, CCSs or Metered Services. In no event may the Services be used for Inbound Calling terminating to a calling card platform (or any similar service by which calls are re-originated). The Services include the following.

  1. "Inbound CCS" A Service whereby Carrier provides a certain amount of CCS capacity, as ordered by Customer, that will support a maximum number of calls that can be received at the same time and provides Inbound Calling to Subscribers utilizing Activated TNs assigned by Carrier. Fees for CCS include an NRC per ordered CCS and a monthly MRC per CCS. A CCS MOU Surcharge will be billed by Tier in one (1) second increments multiplied by 1/60th of the CCS MOU Surcharge rate per minute.
  2. "Metered Inbound" A Service whereby Carrier provides Inbound Calling to Customer utilizing Activated TNs exclusively by Carrier. Fees for Metered Inbound service will be billed in one (1) second increments multiplied by 1/60th of the Metered Inbound rate per minute. Customer agrees to notify Carrier no less than five business days in advance if it expects more than a 500,000-minute increase of inbound traffic.
  3. Local Number Portability (or "LNP").
    1. "Port-In". Customer may request that Carrier "port" an existing telephone number to Carrier ("Port-In Request"). Upon submission of each Port-In Request, Customer represents and warrants that it has received all rights and authorizations required by the FCC and state regulatory commissions necessary for the porting sought in that request, and Customer will promptly provide Carrier with documentation evidencing Customer's receipt of such rights and authorizations upon request. Customer will keep such documentation for at least two (2) years from Port-In. Carrier may, in its sole discretion, refuse a Port-In Request for any reason. A Non-recurring "Port-In Fee" will be incurred upon completion by Carrier of the Port-In. Any subsequent modification or cancellation of a Port-In Request after receipt of the Port-In Request will incur an additional "Change Fee" or "Cancellation Fee". If Carrier requests additional information to Port-In a telephone number and Customer fails to provide such information within ten (10) days of such request, Carrier may terminate the Port-In Request and Customer will pay the Cancellation Fee. Customer will be charged the LNP Snap Back rate per TN when a number must be returned to the donating carrier within 24 hours of the port.
    2. "Port-Out". Upon receipt of a request from a third-party to port a Subscriber's TN to another carrier ("Port-Out Request"), Carrier may port such TN as requested and Customer agrees that Carrier will have no liability to Customer or Subscriber for the porting out of such TN. Non-recurring "Port-Out Fees" may be incurred upon receipt by Carrier of the Port-Out Request and Customer agrees to pay such Fees in accordance with this Service Schedule. Carrier provides Customer the ability to "Pin Protect" its Onnet TNs to avoid slamming of Customer's TNs. Customer will follow all FCC rules regarding port outs and will not impede a Subscriber from lawfully porting out its TNs.
  4. "Directory Listing (U.S. numbers only)". Customer may request that Carrier provide the Subscriber's Activated TN, name and/or address ("Primary Listing") to: (i) directory assistance and the local white pages (or similar directory) ("Listed Number"), (ii) directory assistance only ("Non-Listed Number"), (iii) request that the Primary Listing not appear in directory assistance or the local white pages ("Non-Published Number") or (iv) request a Complex DL. All requests for a Listed Number, Non-Listed Number, Non-Published Number or Complex DL will be referred to as a "Directory Listing". Upon the submission of each Directory Listing, Customer represents and warrants that it has obtained all necessary approvals from the Subscriber for the Directory Listing requested. Customer will keep such documentation for at least two (2) years. Customer expressly agrees that Carrier will have no liability to Customer, Subscribers or any third parties, for any claims, damages or expenses arising from or related to a Directory Listing that Carrier performs, fails to perform or incorrectly performs. Fees will be incurred upon receipt by Carrier of each Directory Listing request and any subsequent modification of such request will incur an additional "Change Fee". Directory Listings may not be available if the address of the Directory Listing is outside of the Directory Listing provider's coverage. Customer will be solely responsible for adhering to state laws and rulings regarding Directory Listings and for supplying Carrier with applicable Directory Listing information. Carrier may reject a Directory Listing order for any reason. Carrier is not liable for any claims for harm or damages relating to errors or delay in publication of Customer's Directory Listing information. Placement of Directory Listing to Directory Listing Provider by Carrier may take place up to ninety (90) days after submission by Customer. New Directory Listings must be requested by Customer on TNs that are Ported-In and applicable fees will apply. Complex DL's will be charged an NRC and MRC fee.
  5. "CNAM". Caller identification with name (or CNAM) allows a Subscriber to identify the telephone number and name of the calling party. CNAM charges will be applied per query. CNAM Services will be billed each time Carrier queries a CNAM database for Customer's Activated TN's ("CNAM DIP") and will apply to all Activated TNs unless otherwise designated in the RingPlan Portal. Carrier will bill Customer the total number of CNAM DIPs multiplied by the CNAM DIP rate. CDRs are not available for the CNAM DIP Service. Carrier makes no representations or warranties with respect to the accuracy or availability of CNAM and Carrier will have no liability to Customer or Subscribers in the event CNAM is not accurate or available at all times.
  6. "CNAM Data Entry". Upon TN Activation, Carrier will populate the CNAM database with the applicable information about the Subscriber (if any) that has been provided by Customer. Customer is solely responsible for ensuring the accuracy of the Subscriber information provided to Carrier and Carrier makes no representation or warranty that CNAM calls that query the CNAM database will result in a correct CNAM listing. Customer agrees that order information adding a Subscriber to the CNAM database will not be misleading or inaccurate and Customer agrees to adhere to industry standards, laws, rules and regulations relating to CNAM, including the Truth in Caller ID Act.
  7. "Redundant Trunk". A Service whereby Carrier provides one or more Trunks ("Redundant Trunks") with a certain number of CCSs to be used as a back-up to the primary Trunks that have been provisioned to provide Services to Customer ("Primary Trunks"). Inbound Calling will be redirected to Customer's Redundant Trunks until CCSs become available on Customer's Primary Trunk: (i) If all of Customer's CCSs are being utilized on their Primary Trunks for Inbound Calling, (ii) If Customer's Primary Trunks cannot be signaled or used for Inbound calling or (iii) If Carrier has provided enough CCSs to allow calls to be completed over Customer's Redundant Trunks. Redundant Trunks will be billed per minute. The Primary Trunks that are used for ordering TNs will be the first route choice for any Inbound call and the Redundant Trunks will be the final route. The Redundant Trunk may not be designated when TNs are ordered. CNAM, if applicable, will operate on the Redundant Trunk in the same manner as the Primary Trunks.
  8. "Onnet TN Service". A Service where Carrier provides Inbound Calling for the Onnet Rate Centers identified on the RingPlan Portal. Onnet TN Service is standard for any Service providing Inbound Calling. Pricing for Onnet TN Service will be priced by Rate Center tier. Rate Center tiers can be found on the RingPlan Portal. Carrier may change, remove or add Rate Center tiers. The changes will be effective upon notification to Customer via email or when updated on the RingPlan Portal.
  9. "Offnet TN Service". A Service where Carrier provides Inbound Calling for the Offnet Rate Centers identified on the RingPlan Portal. Offnet TN Service is standard for any Service providing Inbound Calling, unless stated otherwise. Pricing for Offnet TN Service will be priced by Rate Center tier. Rate Center tiers can be found on the RingPlan Portal. Carrier may change, remove or add Rate Center tiers. The changes will be effective upon notification to Customer via email or when updated on the RingPlan Portal.
  10. "CSR Validation". is a Service that provides Customer with the ability to look up a Customer Service Record ("CSR") during a valid Port In request where Customer has a valid Letter of Authorization or other approval from the end user of the TN to manage or port the TN on behalf of the end user. Customer warrants that it will only use the CSR Validation Service to ensure that information provided on valid and authorized Port In requests is accurate and complete. Customer may not use the CSR Validation information for any other purpose, including to market to any entity or slam TNs. Carrier has the right to remove access to the CSR Validation service at any time for any reason. Customer will pay Carrier an NRC per Request ("LNP CSR Lookup NRC per Request") as set forth on Exhibit A. CSR Validation may not be available for all carriers. If a CSR is not available, Customer will not be charged the CSR Lookup Fee. Customer will indemnify and hold Carrier harmless against any and all damages, claims and expenses resulting from Customer’s use of the CSR Validation Service.

2.2. "CDR". Carrier will use commercially reasonable efforts to provide accurate CDRs, although CDRs may not be available on all Services.

2.3. "Service Limitations". Carrier makes no representation or warranty that Service will be available at all times and will have no liability to Customer in the event a Service is temporarily unavailable. Customer's sole and exclusive remedy is Service deactivation.

2.4. "Service Exclusions". Customer will not use (and will require that Subscribers do not use) the Carrier's Service for: (i) Inbound Calling made up of high-volume traffic with short call durations and (ii) inbound collect calls (collectively "Excluded Service"). Carrier will have no liability to Customer or Subscribers for any Excluded Service. Customer will be responsible for any fees or charges imposed by payphone operators arising from Inbound Calling.

2.5. "Acceptable Use Policy". Carrier's Acceptable Use Policy posted on Carrier's website applies to the Services (as it may be amended from time to time).

3. "Fees, Billing and Payment".

The following Section applies only to Services purchased via this Service Schedule.

3.1. "Fees Based on the Price List". Customer will pay the fees for the Services set forth on Exhibit A and incorporated herein by this reference. Carrier may change the fees by providing Customer with at least thirty (30) days written notice (email sufficient). Customer will incur MRC and NRCs, as applicable, upon the Acceptance Date (defined below) or activation of the Service.

3.2. "Monthly Minimum Fees". Customer must meet both the Total Monthly Minimum (defined below) and the 9-1-1 Monthly Minimum (defined below) under this Service Schedule (collectively, the "Monthly Minimum Fees"). The Monthly Minimum Fees are separate and apply independently as follows:

  1. The "Total Monthly Minimum" that Customer must meet is identified on Exhibit A. The aggregate total of all 1) MRCs and usage charges under (i) this Service Schedule or (ii) any separate services schedule(s) for voice termination and Toll-Free (8XX) services and 2) Transit and Termination Fees under any messaging agreement between the parties will contribute to the calculation of the achievement of the Total Monthly Minimum. In addition to the NRCs, each month, Customer will pay to Carrier the greater of (a) the Total Monthly Minimum or (b) the actual MRCs and usage charges.
  2. The "9-1-1 Monthly Minimum" that Customer must meet is identified on Exhibit A. The "9-1-1 Nomadic MRC per TN" set forth on Exhibit A is the sole MRC that will contribute to the calculation of the achievement of the 9-1-1 Monthly Minimum. In addition to all other charges, each month, Customer will pay to Carrier the greater of (a) the 9-1-1 Monthly Minimum or (b) the actual aggregate 9-1-1 Nomadic MRCs per TN due hereunder.

Notwithstanding the foregoing, the Minimum Monthly Fees will not apply until the first full calendar month after the expiration of the applicable "Total Monthly Minimum Ramp Period" and "9-1-1 Monthly Minimum Ramp Period" (each as set forth on Exhibit A). The Total Monthly Minimum Ramp Period and 9-1-1 Monthly Minimum Ramp Period, respectively, will start on the Effective Date.

3.3. "Regulatory Status". With respect to the TNs, Customer will not be acting as a "telecommunications carrier," as that term is defined by the Telecommunications Act of 1996 and its analogue under applicable state law. To that end, Customer will not be operating as a tandem or end office provider and acknowledges and agrees that Customer will not charge any intercarrier compensation to any party in connection with any Services or Inbound Traffic, including but not limited to reciprocal compensation or switched access charges. Customer further acknowledges and agrees that it is not entitled to charge or receive such payments.

4. "Ordering / Deactivating Service".

4.1. "Ordering – Inbound CCS". For Services ordered on a CCS basis, the following process will be used:

  1. "TN Activation". Customer may, by submission of a Service Order, request TNs associated with a specific Offered Rate Center or Market. Carrier may restrict the amount of TNs available to Customer by Offered Rate Center or Market. Acceptance may be communicated by Carrier either in writing, E-mail, or via the RingPlan Portal to Customer. The date of such communication will be the "Acceptance Date."" Upon the Acceptance Date the TN(s) will be Activated in Carrier’s switch and available for Customers use ("Active TN"). TN NRC and MRC and any other associated fees will begin on the Acceptance Date. Carrier makes no representation or warranty that the TNs assigned to fill a TN request will be entirely contiguous or uncontaminated.
  2. "CCS Activation". Customer may, by submission of a Service Order, activate Concurrent Call Sessions ("CCS Activation"). Carrier will provide Customer with notification when each CCS is activated and such CCS will then be deemed an "Activated CCS". The date of such notification will be the "Acceptance Date". MRC for each Activated CCS will commence upon "Activated CCS" notification.

4.2. "Service Deactivation". To deactivate an Active TN or CCS, Customer must, via a Service Order, request deactivation. Carrier will deactivate such TN or CCS within two (2) business days of receipt of Service Order (the "Deactivation Date"). If Customer deactivates or returns TNs to Carrier's inventory within 90 days from TN Activation, Carrier may charge Customer a non-recurring TN Cancel fee per TN ("TN Cancel Fee"). Carrier may deactivate a TN or CCS at any time for any reason at the expiration of thirty (30) days' written notice provided to Customer. Customer will remain liable for all Fees incurred up to and including the Deactivation Date.

4.3. "Term". The term of this Service Schedule will commence on the Effective Date and expire at the end of the "Service Term" set out on Exhibit A. The term will automatically renew for successive monthly periods, unless terminated by written notice provided by either Party to the other no less than 30 days prior to the end of the initial term or any renewal term. If the initial or renewal term of this Service Schedule remains in effect after the expiration or termination (by notice of non-renewal) of the Agreement, the terms of the Agreement and this Service Schedule will continue to apply to the Services.

4.4. "Orders from Resellers". Except as otherwise expressly agreed to by Carrier in writing, Resellers are not authorized to order Services directly from Carrier and Customer will be responsible for placing all Service Orders. Customer will remain the Carrier's customer of record. Resellers and Subscribers are not third-party beneficiaries under Service Schedule.

5. "Termination Charge".

5.1. "Customer Termination". Customer may terminate this Service Schedule, subject to the following notice periods and payment obligations. Termination of this Service Schedule will occur thirty (30) days after receipt of Customer's notice, at which time Customer will pay Carrier a termination charge equal to the sum of one hundred percent (100%) of the remaining Minimum Monthly Fees that would have been incurred for the remainder of the Service Term (the "Termination Charge"), plus all Fees incurred prior to the date of termination. Customer may terminate this Service Schedule within thirty (30) days of the Effective Date without paying the early Termination Charge. Customer agrees that the Termination Charge is a genuine estimate of the actual damages that Carrier will suffer and is not a penalty.

6. "Customer Responsibilities".

6.1. "Customer Trunks". Carrier may require Customer to utilize separate IP addresses and trunk groups ("Trunks") for different Carrier Services and/or Activated TNs and Customer will be solely responsible for ensuring that the traffic appropriate for each Service is routed over the appropriate Trunk. Customer will be responsible for all charges and surcharges incurred due to traffic that is routed over an incorrect Trunk to the extent such misrouting was not caused by Carrier. Customer will be responsible for assigning Activated TNs to the appropriate Trunk and ensuring that all information related to such TN is accurate.

6.2. "Legal Requirements". Customer acknowledges by providing Carrier's Service to Subscribers that Customer may be providing an "Interconnected VoIP Service" as defined in 47 C.F.R. § 9.3 and that Customer may be subject to all requirements of 47 C.F.R. Part 9 that apply to the provision of such service. As between Customer and Subscribers or any other third party, Customer, and not Carrier, will have the responsibility to comply with all applicable requirements of 47 C.F.R. Part 9.

6.3. "Federal Communication Commission ("FCC") Registration". Customer represents and warrants that it, if applicable, has obtained an FCC Form 499 Filer ID number. Customer agrees to complete and submit to Carrier's Federal Universal Service Fund ("FUSF") certification form on an annual basis. Customer agrees to contribute directly to the FUSF for the Carrier Services it purchases from Carrier as required by the current rules, regulations, orders and guidance of the FCC. If Customer does not contribute directly to the FUSF for the Services it purchases from Carrier and Customer does not sell those Services to Resellers that contribute directly to the FUSF for those Services, then Customer agrees to reimburse Carrier for any applicable FUSF contribution obligations in the form of FUSF charges on Customer's invoices for Carrier Services.

7. "9-1-1 Services".

7.1. "9-1-1 Nomadic Service Description". A Service that allows Subscribers to contact emergency services for TNs (for purposes of this Section 7, TNs include Onnet and Offnet telephone numbers provided by Carrier and Customer designated telephone numbers provided by third party carriers). 9-1-1 Nomadic Service includes E9-1-1 Service and/or Basic 9-1-1 Service as determined by the capabilities of the Service and of the Public Safety Answering Point ("PSAP"). E9-1-1 Service means that a 9-1-1 call is routed to the PSAP assigned to the Subscriber's Service Address (as communicated to Carrier hereunder) and information regarding the Subscriber's Service Address, as provided to Carrier by Customer, is provided to the PSAP. "Basic 9-1-1 Service" means that a 9-1-1 call will be routed to the PSAP assigned to the Subscriber’s Service Address (as communicated to Carrier by Customer) but such call will not provide to the PSAP the caller’s location information and/or call back number.

7.2. "9-1-1 Nomadic Service Delivery". Customer will obtain and maintain accurate Subscriber (including Reseller's Subscribers) information and promptly deliver such information to Carrier (in a manner designated by Carrier) so that Carrier can provide such Customer-provided information to applicable databases. Customer will deliver to Carrier an accurate postal address for every Subscriber that can be validated by Carrier ("Service Address"). Customer will also promptly provide Carrier with any updates to a Subscriber's Service Address. 9-1-1 Nomadic Services will not function until the TN and associated Service Address of the Subscriber has been validated by Carrier. Customer will cooperate with Carrier so that such inputs may be performed at the time of Carrier Service activation for each TN with 9-1-1 Nomadic Service

7.3. "9-1-1 Nomadic Service". Customer will fulfill all its obligations with respect to 9-1-1 Nomadic Service through the RingPlan Portal and/or API. Customer will not provide service to a Subscriber on an Active TN and will not activate a TN that is intended to have 9-1-1 Nomadic Service until all the information required to provide 9-1-1 Nomadic Services has been validated by Carrier. Carrier may reject a request for 9-1-1 Nomadic Service after it has been submitted to Carrier for processing for various reasons, including rejection for address validation failures. Carrier may also propose or make modifications to Customer supplied Service Address information as part of its address validation process. Customer is solely responsible for verifying for accuracy any modifications proposed or applied by Carrier to Customer supplied Service Address information. Customer may order 9-1-1 Nomadic Services on a per-TN basis. If Customer does not purchase 9-1-1 Nomadic Service from Carrier on an Active TN, Customer represents and warrants that it has already made arrangements with a third-party provider of 9-1-1 connectivity to ensure that all its Subscribers' calls to 9-1-1 are properly routed to the appropriate PSAPs or emergency services answering points. When providing 9-1-1 service to any Multi-Line Telephone System ("MLTS"), Customer must comply with all applicable laws, regulations and/or industry standards established to address caller location issues in an MLTS situation. It is Customer's sole responsibility to correctly identify which Activated TNs will and will not receive 9-1-1 Nomadic Services from Carrier.

7.4. "9-1-1 Nomadic Service Functional Limitations". Customer acknowledges that 9-1-1 Nomadic Services will not function, or will not function properly, in the following situations: (i) if a Subscriber attempts to place a 9-1-1 call from any location other than the Subscriber’s Service Address as communicated to Carrier by Customer; (ii) if power is disrupted at the Subscriber Service Address; (iii) if Internet connectivity is disrupted at the Subscriber Service Address; (iv) if service to a Subscriber is cancelled or suspended for any reason (e.g.,payment default); (v) if Subscriber provides Carrier with incorrect or invalid Subscriber Service Address information; (vi) if Subscriber fails to promptly notify Customer or Customer fails to promptly notify Carrier of any update to Subscriber's Service Address information; (vii) if equipment provided to or used by the Subscriber in connection with Carrier Service malfunctions or is improperly installed or configured; or (viii) if Customer routes a 9-1-1 call to Carrier on a different trunk group than that which Carrier has designated for 9-1-1 Nomadic Service. 9-1-1 Nomadic Services may not be available in all locations that support 9-1-1 calling. If Carrier has agreed to provide 9-1-1 Nomadic Service to Customer for PSAPs that Carrier is only supporting Basic 9-1-1 Service for, then Carrier will only be obligated to provide Basic 9-1-1 Service and not E9-1-1 Service.

7.5. "Indemnification". Customer will indemnify and hold harmless Carrier against any and all damages, claims and expenses resulting from Subscriber's, Customer's or any Reseller's failure to comply with all of the requirements described in Section 7, including without limitation: (i) any failure of Carrier to provide 9-1-1 Nomadic Service when Customer had previously opted out of receiving 9-1-1 Nomadic Service (in whole or in part) in accordance with Section 7.3; (ii) any 9-1-1 calls routed to Carrier on the wrong Trunk group; (iii) Customer's incorrect or improper designation of an Activated TN to not receive 9-1-1 Nomadic Service that should have received 9-1-1 Nomadic Service; (iv) failure to strictly comply with Carrier's process and procedures for designating activated TN's to not receive 9-1-1 Nomadic Service; (v) Customer failing to provision a Subscriber Service Address, Customer provisioning an inaccurate Subscriber Service address, or Customer failing to promptly update a Subscriber Service Address should Subscriber’s Service Address have changed and (vi) Customer failing to verify for accuracy any Carrier proposed or applied modifications to Customer supplied Service Address information.

7.6. "Manual Intervention". In the event a live operator or manual intervention is required to provide 9-1-1 service to a Subscriber for any reason other than Carrier's negligence or failure to comply with this Service Schedule, Customer will be responsible for the "9-1-1 Manual Event" per call fee. In addition, Customer will be responsible for the 9-1-1 Manual Event per call fee, even if (a) manual intervention was not required or (b) if the call results in a NRF (No Records Found), whether such NRF occurs when Carrier is Customer's 9-1-1 provider or a third party is Customer's 9-1-1 provider.

7.7. "Fair Use Policy". 9-1-1 Nomadic MRC per TN price is subject to change if Customer’s 9-1-1 usage and/or 9-1-1 registered TNs fall outside of the 9-1-1 Fair Use Policy (defined in the next sentence). The 9-1-1 Fair Use Policy is defined as (i) having no more than three 9-1-1 calls per month for every 100 telephone numbers registered for 9-1-1 Nomadic Service and/or (ii) no more than 3% of TNs registered for 9-1-1 Nomadic Service are registered with a Canadian address. For example, if Customer has 100,000 TNs registered with Carrier for 9-1-1 Nomadic Service, then the Fair Use Policy would be (i) no more than 3,000 9-1-1 calls may be delivered to Carrier in any calendar month and (ii) no more than 3,000 TNs may be registered with a Canadian address. Should Customer exceed either condition of the Fair Use Policy, then Carrier may change Customer's 9-1-1 Nomadic MRC per TN price immediately upon providing Customer with written notification.

7.8. "9-1-1 Nomadic Usage Surcharge". Customer will be charged the per call surcharge identified in Exhibit A for all 9-1-1 calls in excess of the Typical Usage Threshold (defined in the next sentence). The Typical Usage Threshold is defined as no more than three 9-1-1 calls per month for every 100 telephone numbers registered for 9-1-1 Service. For example, if Customer has 100,000 TNs registered with Carrier for 9-1-1 Service, then the Typical Usage Threshold would be no more than 3,000 9-1-1 calls may be delivered to Carrier in any calendar month. Should Customer's usage exceed the Typical Usage Threshold, then Carrier may bill and Customer will pay the per call surcharge for each 9-1-1 call in excess of the Typical Usage Threshold.

7.9. "9-1-1 Fee Remittance". Carrier is not responsible for the collection and remittance of any applicable 9-1-1 surcharges or fees assessed on a local service provider or end-user by a PSAP, other 9-1-1 authority or government entity. Customer remains responsible for the collection and payment of any applicable 9-1-1 surcharges or fees directly to the PSAP, other 9-1-1 authority, or governmental entity assessing those applicable fees. Customer will indemnify and hold harmless Carrier against any and all damages, claims and expenses resulting from Subscriber's, Customer's or any Reseller's failure to remit the appropriate 9-1-1 surcharges or fees.

8. "CALEA".

8.1. "Legal Requirements". Customer acknowledges that by providing Carrier Service to Subscribers Customer may be obligated to comply with the Communications Assistance for Law Enforcement Act, 47 U.S.C. Sections 1001-1010 ("CALEA") and the FCC's implementing regulations, 47 C.F.R. Sections 1.20000-1.20008. To the extent required, Customer will comply with CALEA and its implementing regulations. Customer agrees to work jointly with Carrier to support law enforcement agency requirements for taps, traces, court orders and all other valid law enforcement processes and procedures. When Carrier receives a law enforcement request or third-party complaint associated with a TN, Customer agrees that Carrier may refer such request to the Customer, unless the request directs Carrier to attach a pen register, trap-and-trace device or form of intercept on Carrier's facilities, in which case, Carrier will comply with any such valid request.

8.2. "Emergencies". If Carrier receives a valid request from a law enforcement agency for temporary number change, temporary disconnect, or one-way denial of outbound calls for a TN associated with a Reseller or Subscriber of Customer, to the extent such request is related to Carrier’s facilities, Carrier will comply with a valid emergency request. Carrier will not be liable for any claims, damages, or penalties arising from complying with such requests relating to Customer's Reseller and/or Subscribers and Customer agrees to indemnify and hold Carrier harmless against any and all such claims.

8. "Authorization / Use of the RingPlan Portal".

Customer is authorized to use the RingPlan Portal to manage its account and Services ordered from Carrier and for no other purpose. Customer may authorize certain of its employees, agents or contractors ("Users") to use the RingPlan Portal, provided Customer will be solely responsible for all actions of its Users on the RingPlan Portal regardless of whether such actions were authorized by Customer. Customer will be solely responsible for all activities on the RingPlan Portal under Customer's account or password. Customer must notify Carrier immediately upon becoming aware of any unauthorized use of User's password or access to Customer's account on the RingPlan Portal or any other breach of security. Carrier may withdraw Customer's authorization at any time without notice.

10. "Maintenance Notifications".

10.1. "Scheduled Maintenance". Carrier may, upon seventy-two (72) hours notice, suspend the provision of all or any of the Services to the Customer during the Maintenance Window (defined below), to maintain, test or configure the Services, to upgrade hardware or software, increase capacity or to perform such other non-emergency work as Carrier may determine is necessary or appropriate ("Scheduled Maintenance"). The "Maintenance Window" means 12:00 a.m. to 6:00 a.m. (local time) and certain scheduled weekends, as required. Scheduled Maintenance may degrade the quality of Services or cause an Outage

10.2. "Emergency Maintenance". Carrier may, without notice, perform work at any time to correct, replace or repair network conditions which are likely to cause an Outage, and which require immediate correction ("Emergency Maintenance"). Emergency Maintenance while being conducted, may degrade the quality of the Services or cause an Outage.

EXHIBIT A - Price List / Monthly Minimum Fees / Deposit

Customer will designate the specific Services it is purchasing via a Technical Questionnaire or the RingPlan Portal. Customer may submit a request in writing or via the RingPlan Portal to add, remove or change the services. Carrier will respond in writing or via the RingPlan Portal and approve or deny such request.

General Terms applicable to LNP:

1. All Port-In Request information (including all DL and LNP information) must be provided to Carrier at one time and must be accurate and complete at that time.

2. Carrier may port large LNP projects on different days.

3. Special pricing requests should be sent to and should not be placed through the RingPlan Portal. Carrier will respond with portability results and the project fee for request. Orders will be placed by Carrier after Customer approves special pricing.


IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the Effective Date.

________________________ RingPlan, Inc.
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