Effective Date: September 16, 2026
This Master Services Agreement (the “MSA”) is entered into between the Vitel Global entity identified in the applicable Order Form (“Vitel Global,” “Vitel,” “we,” “us,” or “our”) and the customer identified in that Order Form (“Customer,” “you,” or “your”). If an Order Form does not identify a Vitel Global contracting entity, the contracting entity is Vitel Global Communications LLC. This MSA governs Customer’s purchase and use of the Services and is incorporated
into each Order Form..
By executing an Order Form, activating a paid account, or otherwise accepting this MSA through an authorized ordering process, Customer agrees to be bound by this MSA. An individual accepting this MSA on behalf of an entity represents that the individual has authority to bind that entity.
“Authorized User” means an employee, contractor, agent, guest, or other individual whom Customer authorizes to use the Services under Customer’s account. “Customer Content” means data, communications, audio, video, messages, files, recordings, transcripts, prompts, meeting content, contact information, and other materials submitted to, transmitted through, stored in, or generated from the Services by or for Customer, excluding Vitel technology and Service Data.
Documentation” means Vitel’s then-current user, administrator, product, or technical documentation. “Order Form” means an ordering document, online order, quote, statement of work, or other ordering instrument accepted by the parties. “Services” means the Vitel Global products and services identified in an Order Form, including applicable software, cloud communications, voice, messaging, video collaboration, Vitel Meet, AI-enabled services, APIs, integrations, support, and related functionality.
Service Data” means telemetry, logs, diagnostic information, usage metrics, quality data, fraud and security signals, and similar information generated through operation of the Services, excluding the substance of Customer Content except where necessary to provide, secure, support, or troubleshoot the Services.
The agreement between the parties consists of this MSA, each Order Form, any applicable service-specific terms or attachments, the Vitel Global Acceptable Use Policy, the Vitel Global Data Processing Addendum when applicable, and any other documents expressly incorporated by reference (collectively, the “Agreement”).
If documents conflict, the following order controls to the extent of the conflict: (a) a signed Order Form or amendment expressly stating that it overrides another document; (b) the applicable service-specific terms; (c) the Data Processing Addendum for personal-data processing issues; (d) this MSA; and (e) other incorporated policies. Product-specific terms control only for the relevant product or feature.
Each Order Form will identify the Services, subscription term, quantities, fees, and other commercial terms. Orders are binding when accepted by Vitel Global. Unless an Order Form states otherwise, subscriptions begin on the service activation date and renew in accordance with the renewal terms stated in the Order Form or ordering interface.
Vitel Global may update the Services and Documentation to improve functionality, security, performance, legal compliance, or user experience. Vitel Global will not materially reduce the core functionality of a paid Service during a committed subscription term except where reasonably necessary to address security, legal, regulatory, third-party dependency, or technical requirements. Material changes to incorporated online legal terms will be handled in accordance with applicable law and the notice provisions of the Agreement.
Customer will pay all fees stated in the applicable Order Form. Except as expressly stated in the Order Form, required by law, or provided under an applicable service-credit program, fees are non-cancellable and non-refundable after the applicable commitment begins. Any separate written refund or cancellation policy expressly applicable to Customer will control to the extent of a conflict.
Customer is responsible for applicable sales, use, communications, excise, value-added, regulatory, recovery, or similar taxes, assessments, and governmental charges associated with the Services, excluding taxes based on Vitel Global’s net income. Vitel Global may suspend affected Services for undisputed past-due amounts after reasonable notice, subject to applicable law and any cure period stated in an Order Form.
Customer is responsible for account administration, Authorized Users, credentials, permissions, configurations, and activities occurring under Customer-controlled accounts. Customer will use commercially reasonable measures to prevent unauthorized access and will promptly notify Vitel Global of suspected compromise or unauthorized use.
Customer is responsible for ensuring that its Authorized Users comply with the Agreement and for obtaining any notices, consents, authorizations, and permissions required for Customer’s use of the Services, including recording, transcription, messaging, monitoring, integrations, and AI-enabled processing.
Subject to Customer’s payment obligations and compliance with the Agreement, Vitel Global grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services and Documentation for Customer’s internal business purposes and permitted communications with third parties.
Customer will not, and will not permit others to: (a) resell or sublicense the Services except under an authorized partner arrangement; (b) reverse engineer, decompile, or attempt to derive source code except to the extent a restriction is prohibited by law; (c) circumvent usage, authentication, security, or technical restrictions; (d) use the Services to build or benchmark a competing service except with Vitel Global’s written permission; (e) remove proprietary notices; or (f) use the Services in violation of the Acceptable Use Policy or applicable law.
As between the parties, Customer retains its rights in Customer Content, and Vitel Global and its licensors retain all rights in the Services, software, Documentation, designs, APIs, models, workflows, know-how, and other Vitel technology. No rights are granted by implication.
Customer grants Vitel Global and its authorized service providers a limited, non-exclusive, worldwide right to host, transmit, reproduce, process, display, and otherwise use Customer Content only as reasonably necessary to provide, secure, maintain, support, troubleshoot, and comply with law in connection with the Services, and as otherwise expressly permitted by the Agreement. Vitel Global’s handling of personal data is governed by the applicable privacy documentation and Data Processing Addendum.
If Customer voluntarily provides suggestions or feedback concerning the Services, Vitel Global may use that feedback without restriction or obligation, provided it does not identify Customer publicly without permission.
Each party will comply with applicable privacy and data-protection laws relevant to its role. The Vitel Global Privacy Notice describes Vitel Global’s processing for its own business purposes. Where Vitel Global processes Customer Personal Data on Customer’s behalf, the Vitel Global Data Processing Addendum applies to the extent required by applicable law or incorporated into the Agreement.
Customer is responsible for its privacy notices, lawful bases, participant or employee notices, consents, retention choices, and instructions to Vitel Global. Customer must not use the Services to process regulated or highly sensitive data unless the applicable Service, configuration, and contract are expressly intended for that use.
Services may include artificial intelligence, machine learning, transcription, summarization, analytics, classification, content generation, or similar functionality. Use of those features is additionally subject to the Vitel AI Supplemental Terms and any product-specific documentation. AI outputs may be inaccurate, incomplete, or unsuitable for a particular purpose, and Customer is responsible for appropriate human review before relying on AI outputs for consequential decisions.
Certain Services may include voice calling, telephone numbers, SMS/MMS, messaging, or other regulated communications functionality. Customer will comply with applicable telecommunications, calling, messaging, consent, anti-spam, number registration, caller identification, and carrier requirements. Service-specific communications policies, messaging rules, and regulatory terms may apply in addition to this MSA.
Not all Services support emergency calling. Where emergency calling is supported, Customer must comply with all location-registration and product instructions. Vitel Meet and other collaboration-only features must not be relied upon as a substitute for emergency calling unless expressly stated otherwise in applicable service-specific terms.
The Services may interoperate with third-party applications, carriers, networks, cloud services, identity providers, calendar services, AI providers, or other integrations. Customer’s use of third-party services is governed by the third party’s terms. Vitel Global is not responsible for third-party products or services except to the extent expressly stated in the Agreement or required by law. Customer authorizes Vitel Global to exchange data with an enabled integration as necessary to provide the requested functionality.
Vitel Global will maintain reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Services and personal data within Vitel Global’s control, taking into account the nature of the Services and applicable risks. Customer remains responsible for its endpoints, networks, credentials, identity configuration, sharing settings, user permissions, and lawful use of security features.
“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential, including non-public product, security, technical, commercial, pricing, customer, and business information. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public through no breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the disclosing party’s Confidential Information.
The receiving party will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care. Disclosure may be made to personnel, affiliates, professional advisers, and service providers with a need to know and appropriate confidentiality obligations. A party may disclose Confidential Information if legally required, provided it gives notice where legally permitted and reasonably cooperates with protective efforts.
Support and maintenance levels are those stated in the applicable Order Form, support policy, or service description. Scheduled maintenance, emergency maintenance, internet conditions, carrier networks, third-party platforms, Customer systems, force majeure events, and other factors outside Vitel Global’s reasonable control may affect availability. Any contractual uptime commitment or service credit applies only if expressly stated in an applicable Service Level Agreement or Order Form..
Vitel Global may suspend affected Services where reasonably necessary to: (a) prevent or mitigate a security threat; (b) stop unlawful, abusive, fraudulent, or prohibited activity; (c) comply with law, court order, regulator, carrier, or network provider requirements; (d) address material payment default; or (e) prevent material harm to the Services or third parties. Where practicable and lawful, Vitel Global will provide notice and limit suspension to the affected portion of the Services..
Each party represents that it has authority to enter into the Agreement. Vitel Global warrants that paid Services will perform in all material respects in accordance with applicable Documentation under normal authorized use. Customer’s exclusive remedy for breach of this warranty is for Vitel Global to use commercially reasonable efforts to correct the nonconformity or, if correction is not commercially reasonable, terminate the affected Service and refund prepaid fees attributable to the unused remainder of the affected committed term.
EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, AI OUTPUTS, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VITEL GLOBAL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR COMPLETE. NOTHING IN THIS SECTION EXCLUDES A WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED.
Vitel Global will defend Customer against a third-party claim alleging that Customer’s authorized use of the Services infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in a settlement approved by Vitel Global, provided Customer promptly notifies Vitel Global, gives Vitel Global control of the defense and settlement, and reasonably cooperates. Vitel Global has no obligation for claims arising from Customer Content, combinations not supplied by Vitel Global, Customer modifications, continued use after notice of alleged infringement, or use outside the Agreement. Vitel Global may modify or replace the affected Service or terminate it and refund prepaid unused fees for the affected committed term.
Customer will defend Vitel Global and its affiliates against third-party claims arising from Customer Content, Customer’s unlawful or prohibited use of the Services, Customer’s violation of privacy, recording, messaging, intellectual-property, or communications laws, or Customer’s breach of the Acceptable Use Policy, and will pay damages finally awarded or approved settlements, subject to equivalent notice, control, and cooperation requirements.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. “Excluded Claims” means amounts owed by Customer, a party’s infringement or misappropriation of the other party’s intellectual property, indemnification obligations, fraud or willful misconduct, or liability that cannot lawfully be limited.
This MSA begins when Customer first accepts it and continues while any Order Form remains in effect. Either party may terminate an affected Order Form for the other party’s material breach if the breach is not cured within thirty days after written notice, or within ten days for undisputed payment breach, unless a different period is stated in the Order Form. A party may terminate immediately where legally permitted if the other party becomes insolvent, ceases business, or enters specified insolvency proceedings.
Upon termination or expiration, Customer’s right to use the affected Services ends. Accrued payment obligations and provisions that by their nature should survive will survive, including confidentiality, ownership, disclaimers, indemnities, limitations of liability, dispute provisions, and data-return or deletion obligations..
Each party will comply with laws applicable to its performance under the Agreement. Customer will not use or permit use of the Services in violation of export-control, economic-sanctions, anti-bribery, anti-corruption, communications, privacy, or other applicable laws, or by prohibited persons or in prohibited destinations. Customer is responsible for determining whether its particular use is lawful in the jurisdictions where it operates.
Neither party may use the other party’s trademarks or logos in public marketing without prior permission, except as expressly permitted in writing. Vitel Global may identify Customer internally for account administration and service delivery. Any public customer reference or case study requires Customer authorization unless otherwise agreed in an Order Form.
Contractual notices must be sent to the notice contacts identified in the applicable Order Form. If no Vitel notice address is specified, notices to Vitel Global Communications LLC may be sent to the address below, with a copy by email to support@vitelglobal.com and the subject line “LEGAL NOTICE.” Notices are effective in accordance with the delivery method specified in the Order Form or, if none, when received.
295 Durham Avenue, Suite D, South Plainfield, NJ 07080, United States
Unless an Order Form expressly provides otherwise, an Agreement with Vitel Global Communications LLC is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in New Jersey. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This section does not prevent either party from seeking temporary injunctive relief in a court of competent jurisdiction.
Neither party may assign the Agreement without the other party’s prior written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, provided the assignee assumes the assigning party’s obligations and is not a direct competitor of the non-assigning party where legally permissible. The parties are independent contractors. The Agreement creates no partnership, agency, fiduciary, franchise, or employment relationship.
Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Headings are for convenience only. Electronic signatures and electronic acceptance are valid to the extent permitted by law. The Agreement is the complete agreement concerning its subject matter and supersedes prior or contemporaneous understandings on that subject.
