MASTER SERVICES AGREEMENT
Hosted VOIP Services
Version: 1.1
Effective Date: January 1, 2026
Last Updated: January 1, 2026
1. INTRODUCTION
This Master Services Agreement (“Agreement” or “MSA”) governs the provision of services by Hosted VOIP Services (“Provider,” “we,” “us,” or “our”) to any customer (“Customer” or “you”) that executes a Service Order referencing this Agreement.
This Agreement establishes the general legal terms and conditions under which Provider supplies application-layer VoIP platform services, hosted phone system services, support services, and related offerings.
Specific services, pricing, quantities, and term commitments are defined in one or more executed Service Orders.
2. ACCEPTANCE OF TERMS
By executing a Service Order referencing this Agreement, Customer:
- Acknowledges it has read and understands this Agreement
- Agrees to be legally bound by its terms
- Agrees this Agreement governs all services provided under the applicable Service Order
Electronic signatures and electronic acceptance are valid and enforceable.
The version of this Agreement in effect at the time a Service Order is executed shall govern that Service Order for its Initial Term. Updated versions apply to renewal terms unless otherwise agreed in writing.
3. NO TELECOMMUNICATIONS SERVICES; NOT A TELECOM RESELLER
Provider supplies application-layer VoIP platform services only.
Provider does not provide:
- PSTN origination
- PSTN termination
- SIP trunking
- Telecommunications transmission services
Provider is not a telecommunications carrier, common carrier, or telecom reseller.
Customer contracts directly with its selected carrier (e.g., Telnyx or other provider) and is solely responsible for:
- All telecommunications taxes
- Federal, state, and local fees
- Universal Service Fund (USF) contributions
- E911 fees
- Regulatory recovery charges
- Surcharges and pass-through carrier costs
Provider bears no responsibility for FCC reporting, regulatory compliance, or tax remittance related to Carrier Services.
4. THIRD-PARTY NETWORK DISCLAIMER & PLATFORM UPTIME
4.1 Platform Uptime vs. Carrier Availability
Provider will use commercially reasonable efforts to maintain the availability of the hosted PBX software platform. However, Provider does not control, and is not responsible for, the availability, uptime, or performance of Customer’s selected SIP trunking provider, carrier network, or Internet Service Provider. Any downtime or service interruption caused by Customer’s carrier or ISP shall not constitute a breach of this Agreement or entitle Customer to any credits or remedies from Provider.
Furthermore, Provider is not responsible for service outages, SIP trunk disconnections, or interoperability failures caused by changes, updates, or API deprecations made by Customer’s selected carrier. If Customer requests Provider’s assistance to re-establish connectivity due to carrier-initiated changes, such assistance shall be billed at Provider’s standard professional services rates.
4.2 Third-Party Network Disclaimer
Services depend on third-party networks and infrastructure. Provider is not responsible for outages or failures caused by:
- Carrier networks
- Internet service providers
- Public Internet routing
- Cloud hosting platforms
- Utility providers
Call completion and quality over third-party networks cannot be guaranteed.
5. NETWORK & BANDWIDTH RESPONSIBILITY
Customer is solely responsible for:
- Adequate Internet bandwidth
- LAN/Wi-Fi performance
- QoS configuration
- Firewall/router security
- Endpoint security
Provider is not liable for performance degradation caused by Customer infrastructure.
6. NETWORK INFRASTRUCTURE; SELF-INSTALLATION; NO IT SERVICES
6.1 Customer Infrastructure Responsibility
Customer is solely responsible for providing, maintaining, and properly configuring all network infrastructure required for operation of the Services. This includes, without limitation:
- Reliable Internet connectivity and sufficient bandwidth
- Routers, firewalls, and gateway devices
- Network configuration and topology
- VLAN configuration
- Network Address Translation (NAT) settings
- Quality of Service (QoS) configuration
- Power-over-Ethernet (PoE) switching equipment
- Structured cabling and internal wiring
- Electrical power supply
- Physical mounting, placement, and connectivity of devices
6.2 Self-Installation Model
Unless expressly stated in a signed Service Order, all deployments are self-installation deployments. Provider may pre-configure equipment and ship devices directly to Customer for installation by Customer or Customer’s designated IT personnel.
On-site installation, network configuration, firewall configuration, switching setup, structured cabling, electrical work, mounting services, or infrastructure modification services are not included unless specifically itemized in a signed Service Order and may be subject to additional fees.
Unless expressly stated in a signed Service Order, all deployments are self-installation and remote deployments only. This Agreement and any associated quotation include only the remote configuration and provisioning of a cloud-hosted PBX platform.
On-site installation, white-glove setup, structured cabling, physical mounting, firewall configuration, switching configuration, network design, ISP coordination, infrastructure modification, electrical work, or any other on-premises technical services are not included unless specifically itemized in a signed Service Order or separately quoted and invoiced.
Customer is solely responsible for providing and maintaining all infrastructure necessary for proper operation of the Services, including but not limited to Internet service, adequate bandwidth, LAN/Wi-Fi configuration, VLAN configuration, power, PoE switching equipment, cabling, ISP connectivity, and compliance with reasonable industry standards for VoIP communications.
No on-site services, infrastructure configuration, or white-glove services are included unless expressly documented in writing.
6.3 Deployment Assumptions
This Agreement assumes that:
- All required Ethernet cabling to each phone location has been properly installed and tested; or
- If Wi-Fi-enabled devices are used, Customer has adequate wireless coverage, signal strength, capacity, and stability to support VoIP communications.
Customer is responsible for verifying that its Internet connection meets minimum VoIP performance standards prior to deployment (sufficient bandwidth capacity, acceptable latency, acceptable jitter, acceptable packet loss).
Provider makes no guarantee of call quality where Customer’s network environment fails to meet reasonable VoIP performance standards.
6.4 No General IT Services
Provider does not provide general IT services, network administration, firewall configuration, switching configuration, structured cabling, electrical work, infrastructure upgrades, or internal network support unless expressly stated in a signed Service Order.
Any request for network troubleshooting, firewall modification, switching configuration, infrastructure upgrades, structured cabling, PoE deployment, or on-site technical services shall be considered outside the scope of the Services and may be provided only under a separate written agreement or billable services engagement.
6.5 No Responsibility for Customer Network Conditions
Provider is not responsible for service performance issues, call quality degradation, connectivity failures, device malfunction, service interruption, or feature limitations resulting from Customer network conditions, third-party IT providers, infrastructure limitations, improper configuration, incompatible equipment, insufficient bandwidth, insufficient power, inadequate switching capacity, or wireless instability.
6.6 Approved Devices; BYOD; Auto-Provisioning; Equipment Support
Customer acknowledges that the Services are designed to operate only with devices that are approved and compatible with Provider’s network and auto-provisioning systems.
Customer may elect to provide its own equipment (“Bring Your Own Device” or “BYOD”); however, any such equipment must appear on Provider’s then-current compatible device list and must support Provider’s required auto-provisioning and configuration standards.
- Auto-Provisioning Requirement: Use of devices that do not support Provider’s auto-provisioning platform shall constitute unsupported equipment. Auto-provisioning compliance is a condition of eligibility for technical support.
- Limitation of Support for Non-Approved Devices: Provider shall have no obligation to configure, troubleshoot, repair, or support any device not listed as approved. Provider disclaims any liability arising from service degradation, security vulnerabilities, or E911 misrouting caused by Customer-supplied or non-approved equipment.
- Configuration Fees for BYOD: Provider reserves the right to charge reasonable provisioning and support fees for Customer-supplied devices, billed at Provider’s then-current professional services rates unless otherwise agreed.
- End-User Device Personalization. Customer acknowledges that individual device personalization, including but not limited to programming of function keys, BLF (Busy Lamp Field) buttons, speed dial assignments, line key configuration, and other user-level device features, is the sole responsibility of Customer and its end users. Such settings are accessible and managed directly by users through the Linkus application or the user web portal. Provider does not perform or manage individual end-user button programming or personalization settings.
6.7 Support Services and Professional Services
Standard Support Hours:
Provider’s standard support hours are Monday through Friday, 9:00 a.m. to 5:00 p.m. Central Time, excluding federal holidays (“Business Hours”).
Support requests submitted during Business Hours will be handled in accordance with Provider’s standard support practices.
Support requested outside Business Hours, or services outside the scope of standard support, including but not limited to configuration changes, programming, routing adjustments, device swaps, and other system modifications, shall be considered Professional Services and shall be billable in accordance with Provider’s Professional Services Rate Schedule attached as Exhibit A.
Provider reserves the right to determine whether a request constitutes standard support or billable Professional Services.
6.8 Hardware Warranties and Returns
Provider does not manufacture any desktop phones, ATAs, routers, or networking equipment provided to Customer. Any hardware purchased through Provider carries only the standard warranty provided by the original equipment manufacturer (OEM). Provider makes no independent warranties, express or implied, regarding hardware. Customer must process any hardware defects, replacements, or RMAs directly in accordance with the OEM’s warranty policies. Provider may, at its discretion, assist Customer with warranty claims; however, troubleshooting defective hardware or re-provisioning replacement hardware may be subject to billable professional services fees.
7. CYBERSECURITY & SIP SECURITY DISCLAIMER
Provider is not responsible for:
- Cybersecurity attacks
- Credential compromise
- DDoS attacks
- SIP trunk exploitation
- Fraud attempts
- Malware or ransomware
Customer is responsible for implementing appropriate cybersecurity safeguards. Provider does not guarantee prevention of fraud or unauthorized access.
8. E911 ACKNOWLEDGEMENT & LIMITATIONS
VoIP emergency services depend on Internet connectivity, power availability, and the proper configuration of Customer’s selected SIP trunking provider. Provider’s software platform does not natively route emergency calls to Public Safety Answering Points (PSAPs). Customer and its selected carrier are solely responsible for ensuring E911 calls are properly routed and that accurate Dispatchable Location information is maintained.
CUSTOMER MUST MAKE ALTERNATIVE ARRANGEMENTS TO PLACE EMERGENCY CALLS (SUCH AS MOBILE PHONES OR TRADITIONAL LANDLINES) AVAILABLE TO ITS USERS AT ALL LOCATIONS. Provider is not liable for emergency service failures, misrouting, or regulatory fines caused by third-party networks, improper SIP routing, or power loss.
9. TERM AND RENEWAL
Unless otherwise specified in the applicable Service Order, the Initial Term of the Services shall be twelve (12) months. Upon expiration of the Initial Term, this Agreement and the applicable Service Order shall automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
10. PRICING & BILLING
Pricing, quantities, term length, and recurring charges are defined exclusively in the applicable Service Order. All invoices are due when issued unless otherwise stated in the Service Order.
10.1 Billing Disputes
Any billing dispute must be submitted in writing within thirty (30) days of invoice date or is deemed waived. Customer must pay all amounts when due pending resolution of any dispute.
10.2 Adds, Moves, and Changes (MAC)
Customer-requested configuration changes, system modifications, programming adjustments, routing edits, feature changes, or other alterations to the Services (“Adds, Moves, and Changes” or “MACs”) constitute billable Professional Services unless expressly included in the applicable Service Order.
Provider may require written authorization, including a Change Order or similar written approval, prior to performing any MAC work.
Provider shall have no obligation to perform MAC work without documented authorization from an authorized Customer representative.
All MAC work shall be billed in accordance with Provider’s then-current Professional Services Rate Schedule.
11. ACCEPTABLE USE
Customer shall not use the Services for unlawful, fraudulent, abusive, or deceptive purposes, including but not limited to:
- Illegal robocalling
- Spam
- Traffic pumping
- Artificial traffic generation
- Harassment
- Circumvention of carrier restrictions
Provider may suspend or terminate Services immediately for violation of this section.
12. TOLL FRAUD & USAGE LIABILITY
Customer is solely responsible for all usage charges incurred through its accounts (and its contracted carrier), whether authorized or unauthorized. Provider has no obligation to monitor usage or detect anomalies unless separately agreed in writing. No credits shall be issued for fraudulent usage except where directly caused by Provider’s gross negligence.
13. PAYMENT, SUSPENSION & COLLECTIONS
Provider may suspend or terminate Services immediately, without prior notice or liability, for:
- Non-payment
- Suspected fraud
- Security risk
- Legal violations
Late fees of 1.5% per month may apply. Customer is responsible for collection costs and attorney’s fees.
14. FORCE MAJEURE
Provider shall not be liable for delays or failures caused by events beyond reasonable control, including natural disasters, carrier outages, ISP failures, governmental actions, or infrastructure disruptions. No credits apply for such events.
15. PLATFORM LICENSE
Customer receives a limited, non-transferable, revocable license to use the Platform during the term of the applicable Service Order. Customer shall not copy, reverse engineer, sublicense, or redistribute the Platform. License terminates immediately upon termination of services.
16. CUSTOMER DATA, PRIVACY & CALL RECORDINGS
Provider will only use Customer data, including call logs (CDRs) and PBX configurations, as necessary to provide, maintain, and support the Services. Provider will not sell Customer data to third parties. If Customer utilizes call recording features through the platform, Customer is solely responsible for ensuring compliance with all applicable local, state, and federal laws regarding the recording of telephone conversations, including obtaining any required consents (e.g., two-party consent laws). Provider disclaims all liability for Customer’s unlawful or unauthorized recording of calls.
17. DATA RETENTION
Data retention beyond thirty (30) days after termination is not guaranteed unless separately contracted. Data export assistance is billable. Provider is not responsible for post-termination data loss.
18. LEGAL DISCLOSURE
Provider may disclose account information if required by subpoena, court order, or lawful governmental request.
19. EXPORT & SANCTIONS
Customer represents it is not located in a sanctioned jurisdiction and is not on any government denied-party list. Customer agrees to comply with applicable export control laws.
20. INDEMNIFICATION
Customer agrees to defend and indemnify Provider from claims arising from:
- Misuse of services
- Regulatory violations
- Fraud
- Carrier disputes
- Data breaches originating from Customer systems
Provider indemnifies Customer only for claims caused by Provider’s gross negligence.
21. LIMITATION OF LIABILITY
Customer’s sole and exclusive remedy for service failure is limited to service credits expressly provided. Provider’s total aggregate liability shall not exceed the lesser of:
- Fees paid in the prior three (3) months, or
- $10,000
Provider shall not be liable for lost profits, lost revenue, business interruption, or consequential damages, even if advised of the possibility.
22. ARBITRATION & CLASS ACTION WAIVER
All disputes shall be resolved by binding arbitration in the State of Texas. Customer waives:
- Jury trial
- Class action participation
- Consolidated proceedings
Arbitration is the exclusive remedy.
23. ASSIGNMENT
Provider may assign this Agreement without Customer consent. Customer may not assign without Provider’s written approval.
24. NO RELIANCE
Customer acknowledges it has not relied upon any representations not expressly contained in this Agreement.
25. RISK ALLOCATION
The pricing under each Service Order reflects the allocation of risk set forth herein. The limitations and disclaimers are fundamental elements of the bargain.
26. SURVIVAL
The following survive termination:
- Payment obligations
- Fraud liability
- Indemnification
- Limitation of liability
- Arbitration
- Regulatory disclaimers
- Acceptable use
- Cybersecurity disclaimers
- Data Privacy & Call Recordings
27. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles.
28. ENTIRE AGREEMENT
This Agreement, together with any executed Service Order, constitutes the entire agreement between the parties.
Exhibit A – Professional Services Rate Schedule
This Professional Services Rate Schedule is incorporated into and governed by the Master Services Agreement between Hosted VOIP Services and Customer.
1. Business Hours
Business Hours are defined as Monday through Friday, 9:00 a.m. to 5:00 p.m. Central Time, excluding federal holidays.
2. Professional Services Rates
The following rates apply to billable Professional Services, including but not limited to Adds, Moves, and Changes (MAC), system programming, routing adjustments, configuration changes, troubleshooting beyond standard support scope, and other customer-requested modifications:
- Business Hours: $195 per hour
- After-Hours (non-holiday): $295 per hour
- Holiday Rate: $395 per hour
3. Minimum Billing
Professional Services are subject to:
- A one (1) hour minimum charge
- Thereafter billed in thirty (30) minute increments
4. Emergency Work
Provider reserves the right to classify requests as emergency work based on operational impact. Emergency or expedited requests may be subject to the applicable after-hours or holiday rate.
5. Rate Modifications
Provider may update this Professional Services Rate Schedule upon written notice in accordance with the MSA.