of Service

This Contract For Services (the “Contract”) is made and entered into between the Buyer (“Customer”, as identified in the corresponding Service Activation Form) and PCS, Incorporated, a Kansas corporation (the “Seller”).

RECITALS
1. Seller is engaged in the business of selling, operating, and providing telecommunications equipmentand services. Seller is also engaged in software development and website design. NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated by reference herein, the covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

TERMS

1. Purchase: Seller agrees to provide and Buyer agrees to purchase the services set forth in Exhibit “A” attached hereto (Service Activation Form). The pricing for the services to be paid by Buyer to Seller for the equipment, associated fees, and costs for the services shall be set forth in Exhibit “A.” Any modification of services ordered, or the quantities of services ordered (Change Order), will result in the creation of a new contract for services. A Change Order Contract shall supersede any prior written or oral agreements between the parties.
2. Payment for Applicable Services: In exchange for the services provided by Seller, Buyer will pay Seller the amounts listed in Exhibit “A” (Service Activation Form), including applicable costs and taxes, and other miscellaneous fees set forth sum will be due and payable within 10 days of issuance of an invoice. Such invoice shall be provided monthly, and made available via the PCS VoIP Customer Account Management software, with notice given to the email address provided by Buyer under this Contract. The term for such services shall begin on the Effective date of this Contract, and continue for the Term of Commitment specified in Exhibit “A” (Service Activation Form). Upon the expiration of the Initial Term of Commitment, and for any extension of the term, this Agreement shall automatically renew and shall be extended for an additional period equal to the initial Term of Commitment, upon the same terms and conditions contained herein. If Buyer does not want the term of this Agreement to renew, Buyer must provide written notice of non-renewal to Seller, not less than sixty days prior to expiration of the Initial Term of Commitment, as specified in Exhibit “A” (Service Activation Form”).Any modification of services ordered, or the quantities of services ordered (Change Order), will result in the creation of a new contract for services. The new contract term shall begin on the activation date of the Change Order. A Change Order Contract shall supersede any prior written or oral agreements between the parties.
   PCS, Incorporated 1948 E. Santa Fe Olathe, KS 66062
   (913) 981-1100 844-727-8647If Buyer fails to pay as required by this Contract, Seller shall be entitled to a late penalty fee in the amount of $25.00 or 5% of the amount due, whichever is greater. Seller shall have the right to pursue any and all remedies available if Buyer fails to pay for the services provided by Seller under this Contract, and shall be entitled to its reasonable attorney’s fees in enforcing this agreement. Nothing in this Contract shall be construed to limit Seller’s rights and remedies in conjunction with enforcement of its right to payment under this Contract.
3. Termination: This Contract may be terminated by Seller at any time for convenience upon written notice to Buyer. This Contract may be terminated by Seller immediately upon written notice to Buyer if Buyer fails to pay for the services as required by this Contract. Buyer may terminate this Contract upon 30 days written notice to Seller. In the event Buyer exercises such right of termination, Buyer shall tender to Seller all amounts due and owing under the Contract for the remaining period of the Contract, from the termination date to the End Date.
4. Confidentiality: Buyer, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Buyer, or divulge, disclose, or communicate in any manner, any information that is proprietary to Seller, and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue after termination of this Contract. Upon termination of this contract, Buyer will return to Seller all records, notes, documentation and other items that were used, created, or controlled by Buyer during the term of this Contract that relate to proprietary or confidential information of Seller.
5. Indemnification: Buyer agrees to indemnify and hold Seller harmless from all claims, losses, expenses, and fees, including attorneys’ fees, costs, and judgments that may be asserted against Seller that result from the acts or omissions of Buyer and/or Buyer’s employees, agents, or representatives in conjunction with the use or misuse of any services or equipment provided by Seller under this Contract. Buyer further agrees to indemnify and hold Seller harmless from all claims, losses, expenses, and fees, including attorneys’ fees, costs, and judgments arising from or relating to this Contract and Seller’s performance hereunder. Buyer agrees that in the event of any claims, losses, expenses, and fees, including attorneys’ fees, costs, and judgments are asserted against Seller, Seller’s liability shall be limited to the amounts received by Seller under this Contract from Buyer.
6. Warranty: The equipment and services provided under this Contract are provided as-is and without any warranty of any kind. To the maximum extent permitted by law, Seller expressly disclaims all warranties, express or implied, including without limitation, warranties of merchantability and fitness for a particular purpose. To the maximum extent permitted by law, Seller shall not be liable for any direct, consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of this Contract or the use or inability to use equipment or services provided pursuant this Contract. Buyer agrees that in the event of any claims, losses, expenses, and fees, including attorneys’ fees, costs, and judgments are asserted against Seller for any breach of any warranty, Seller’s liability shall be limited to the amounts received under this Contract from Buyer.
   PCS, Incorporated 1948 E. Santa Fe Olathe, KS 66062
   (913) 981-1100 844-727-8647
7. Severability: If any provision of this Contract is held to be invalid or unenforceable for any reason, the remaining provisions will remain valid and enforceable.
8. Amendment: This Contract may be modified or amended in writing, if the writing is signed by both parties after such amendment.
9. Governing Law: This Contract shall be governed by and construed in accordance with the laws of the State of Kansas.
10. Notice: Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph, or such other address requested by either Buyer or Seller in writing.
11. Assignment: This Contract is personal to Buyer and Seller and may not be assigned without Seller’s express written consent.
12. Entire Agreement: This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Contract. This Contract may be executed in counterparts. This Contract supersedes any prior written or oral agreements between the parties.

IN WITNESS HEREOF, the parties have entered this Agreement upon the date Buyer has accepted and executed the attached Exhibit “A”(Service Activation Form).

PCS, Incorporated 1948 E. Santa Fe Olathe, KS 66062

(913) 981-1100 844-727-8647