IZT Cloud, Inc. Master Service Agreement

1.1. "Agreement" means this Master Service Agreement and any Order Forms, Statements of Work, and other documents incorporated herein by reference.

1.2. "Customer" means the entity or individual that has entered into this Agreement with IZT Cloud, Inc.

1.3. "IZT Cloud, Inc." means IZT Cloud, Inc., a Delaware corporation with its principal place of business at 1111B S Governors Ave STE 7460, Dover, DE 19904.

1.4. "Services" means the cloud-based services, software, and related support services provided by IZT Cloud, Inc. to Customer as described in the applicable Order Form, Statement of Work, or product-specific Terms of Service.

1.5. "Order Form" means the document specifying the Services to be provided to Customer, including any applicable fees, service levels, and other terms specific to the ordered Services.

1.6. "Statement of Work" or "SOW" means a document describing professional services to be performed by IZT Cloud, Inc. for Customer.

1.7. "Terms of Service" or "ToS" means the product-specific terms and conditions that govern the use of particular IZT Cloud, Inc. products and services, including but not limited to the IZT Cloud Voice Terms of Service.

2.1. Provision of Services. IZT Cloud, Inc. shall provide the Services to Customer as described in the applicable Order Form, Statement of Work, or product-specific Terms of Service, subject to the terms and conditions of this Agreement.

2.2. Service Levels. IZT Cloud, Inc. shall provide the Services in accordance with the service levels specified in the applicable Order Form or Service Level Agreement (SLA) attached hereto.

2.3. Support. IZT Cloud, Inc. shall provide Customer with technical support for the Services as described in the applicable Order Form or Support Policy.

2.4. Modifications. IZT Cloud, Inc. reserves the right to modify the Services from time to time, provided that such modifications do not materially diminish the overall functionality of the Services.

2.5. Product-Specific Terms. Certain IZT Cloud, Inc. products and services are governed by product-specific Terms of Service that supplement this Agreement. For IZT Cloud Voice services, the Terms of Service are available at https://voice.izt.cloud/legal/tos. In the event of a conflict between this Agreement and any product-specific Terms of Service, this Agreement shall control unless the Terms of Service explicitly states otherwise for a specific provision.

3.1. Cooperation. Customer shall provide IZT Cloud, Inc. with all necessary cooperation, information, and access required to deliver the Services.

3.2. Use Restrictions. Customer shall not: (a) sell, resell, license, sublicense, distribute, or otherwise make the Services available to any third party; (b) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (c) use the Services for any unlawful or prohibited purpose; (d) use the Services in any way that could damage, disable, overburden, or impair IZT Cloud, Inc.'s servers or networks; (e) use any robot, spider, or other automated device or process to access the Services; or (f) use the Services to store or transmit any viruses, malware, or other malicious code.

3.3. Compliance with Laws. Customer shall comply with all applicable laws and regulations in its use of the Services.

4.1. Fees. Customer shall pay IZT Cloud, Inc. the fees specified in the applicable Order Form or Statement of Work.

4.2. Payment Terms. Unless otherwise specified in the applicable Order Form or Statement of Work, all fees are due and payable within thirty (30) days of the invoice date.

4.3. Late Payments. Any late payments shall be subject to a late fee of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

4.4. Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on IZT Cloud, Inc.'s income.

4.5. Billing Portal. IZT Cloud, Inc. provides a billing portal at https://pay.izt.cloud where Customer may view account status, invoices, payment history, and manage payment methods.

4.6. Unauthorized Use and Toll Fraud. Customer is responsible for maintaining the security of all account credentials, passwords, and access controls. Customer shall be liable for all usage charges incurred through Customer's account, including charges resulting from unauthorized access caused by Customer's failure to maintain adequate security (commonly known as "toll fraud"). IZT Cloud, Inc. recommends enabling international calling restrictions, strong passwords, and monitoring unusual call patterns. IZT Cloud, Inc. is not responsible for charges resulting from compromised credentials or unauthorized account access.

4.7. Non-Payment. If payment is not received within fourteen (14) days of the due date, IZT Cloud, Inc. may provide written notice of non-payment. If payment remains outstanding seven (7) days after such notice (21 days total from due date), IZT Cloud, Inc. may suspend Service until payment is received. Suspension does not relieve Customer of payment obligations. Service will be restored within 24 hours of receipt of all outstanding amounts.

5.1. Term. This Agreement shall commence on the Effective Date and continue until all Order Forms and Statements of Work have expired or been terminated.

5.2. Termination for Cause. Either party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

5.3. Effect of Termination. Upon termination of this Agreement: (a) all rights granted to Customer under this Agreement shall immediately terminate; (b) Customer shall cease all use of the Services; (c) Customer shall pay IZT Cloud, Inc. any unpaid fees covering the remainder of the term of all Order Forms; and (d) each party shall return or destroy all Confidential Information of the other party in its possession.

5.4. Survival. The following sections shall survive any termination or expiration of this Agreement: Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Miscellaneous.

5.5. Renewal. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, this Agreement and all active Order Forms shall automatically renew for successive periods equal to the initial term (or one (1) year, whichever is shorter). For month-to-month Services, the Agreement shall automatically renew for successive monthly periods unless either party provides thirty (30) days' prior written notice of termination. IZT Cloud, Inc. may adjust fees for any renewal term by providing written notice at least sixty (60) days prior to the start of the renewal term. If Customer does not agree to such fee adjustment, Customer may decline renewal by providing written notice prior to the start of the renewal term.

6.1. IZT Cloud, Inc. Ownership. IZT Cloud, Inc. retains all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2. Customer Data. Customer retains all right, title, and interest in and to the data, information, and materials provided by Customer to IZT Cloud, Inc. in connection with the use of the Services ("Customer Data"). Customer hereby grants IZT Cloud, Inc. a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Customer Data solely for the purpose of providing the Services to Customer.

6.3. Feedback. If Customer provides any feedback, suggestions, or recommendations regarding the Services ("Feedback"), IZT Cloud, Inc. shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Services or other IZT Cloud, Inc. offerings.

7.1. Definition. "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2. Protection. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (b) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.3. Exceptions. The obligations of confidentiality shall not apply to any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

7.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8.1. Data Processing. IZT Cloud, Inc. shall process Customer Data in accordance with applicable data protection laws and regulations.

8.2. Security Measures. IZT Cloud, Inc. shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

8.3. Security Breaches. IZT Cloud, Inc. shall promptly notify Customer of any actual or reasonably suspected unauthorized access to or use of Customer Data ("Security Breach"). IZT Cloud, Inc. shall promptly investigate any Security Breach and take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Breach.

8.4. Compliance. Upon Customer's written request, IZT Cloud, Inc. shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer's obligations under applicable data protection laws with respect to Customer Data.

9.1. IZT Cloud, Inc. Warranties. IZT Cloud, Inc. warrants that (a) it has the legal power to enter into this Agreement; (b) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (c) the Services will perform materially in accordance with the applicable documentation; and (d) it will not knowingly introduce any malicious code into the Services.

9.2. Customer Warranties. Customer warrants that (a) it has the legal power to enter into this Agreement; (b) it owns or has obtained all necessary rights, consents, and permissions to use and submit the Customer Data to IZT Cloud, Inc.; and (c) the Customer Data and its use by IZT Cloud, Inc. in accordance with this Agreement will not violate any applicable laws or infringe any third-party rights.

9.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IZT CLOUD, INC. MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.3. Exceptions. The limitations in this Section shall not apply to: (a) a party's indemnification obligations; (b) breach of confidentiality obligations; (c) violations of a party's intellectual property rights; or (d) gross negligence, fraud, or willful misconduct.

11.1. Indemnification by IZT Cloud, Inc. IZT Cloud, Inc. shall defend, indemnify and hold Customer harmless against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (an "Infringement Claim"), and shall indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, an Infringement Claim.

11.2. Indemnification by Customer. Customer shall defend, indemnify and hold IZT Cloud, Inc. harmless against any claim, demand, suit or proceeding made or brought against IZT Cloud, Inc. by a third party alleging that Customer Data, or Customer's use of the Services in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law, and shall indemnify IZT Cloud, Inc. from any damages, attorney fees and costs finally awarded against IZT Cloud, Inc. as a result of, or for any amounts paid by IZT Cloud, Inc. under a court-approved settlement of, such a claim against IZT Cloud, Inc.

11.3. Indemnification Procedure. The indemnifying party's obligations under this Section are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim without the indemnified party's prior written consent, which shall not be unreasonably withheld); and (c) providing to the indemnifying party all reasonable assistance, at the indemnifying party's expense.

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.

13.1. Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflicts of laws principles that would require the application of the laws of a different jurisdiction.

13.2. Jurisdiction. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in the State of Delaware, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

14.1. Entire Agreement and Document Hierarchy. This Agreement, including all exhibits, addenda, Order Forms, and product-specific Terms of Service, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of a conflict between documents, the following order of precedence shall apply (highest to lowest): (a) Order Forms or Statements of Work; (b) this Master Service Agreement; (c) product-specific Terms of Service; (d) Data Processing Agreement; (e) Privacy Policy.

14.2. Modification. IZT Cloud, Inc. may modify this Agreement upon thirty (30) days' prior written notice to Customer via email to the primary account contact. If Customer reasonably determines that a modification materially and adversely affects Customer's rights or obligations, Customer may object in writing within fifteen (15) days of receiving notice. Upon timely objection, the parties shall negotiate in good faith for thirty (30) days to resolve the objection. If the parties cannot reach resolution, Customer may terminate the affected Services without penalty or early termination fee by providing written notice within ten (10) days following the negotiation period. Customer's continued use of the Services after the thirty (30) day notice period, or failure to timely object or terminate as provided herein, constitutes acceptance of the modified terms.

14.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

14.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.6. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.7. Publicity. Neither party may issue press releases or any other public announcement of any kind relating to this Agreement without the other party's prior written consent.