1.1 "Affiliate" means any corporation, firm, partnership, limited liability company or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with a Party to the extent of at least fifty percent (50%) of the equity having the power to vote on or direct the affairs of the entity and any person, firm, partnership, corporation, limited liability company or other entity actually controlled by, controlling, or under common control with a Party; provided, however, that the term "Affiliate" shall not include either Party.  

1.2. “Authorized Users” means the representatives authorized by The Client including employees, temporary agency staff, contractors, consultants and service providers to access and use the WeKall PBX(s) as specified in an Order pursuant to the terms of this Agreement.

1.3. "Costs" means OSCAR's ordinary and necessary costs (calculated in accordance with US GAAP) incurred by OSCAR in the performance of Services (as defined below) under this Agreement.

1.4. “Documentation” means WeKall Software’s guides, manuals, and other technical information in printed, machine-readable form or digital that describes the functionality and use of the WeKall PBX.

1.6. “Intellectual Property Rights” or “IPR” means any ideas, whether or not patentable, inventions, discoveries, processes, works of authorship, marks, names, know-how, and any and all rights in such materials on a worldwide basis, including any rights in patents, inventor’s certificates, utility models, copyrights, moral rights, trade secrets, mask works, and all related, similar or other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.

1.7. “Licensed Capacity” means the quantity of each software licensed as specified in a Service Order Form.

1.8. “Open Source Software” means software licensed under an open source license.

1.9. "Payment Date" means the due date for payment of the payments and any other amounts payable hereunder.

1.10. "Services" means the services described in the Service Order Form attached to this Agreement, as amended from time to time.

1.11. “Service Order Form” or “SOF” means an agreed written or electronic document, and any purchase order issued by the Client, which shall be subject to the terms and conditions of this Agreement that identifies the software to be licensed, the Licensed Capacity thereof, applicable Fees, including tax and payment terms and the Support to be purchased, and any other applicable terms (including but not limited to a listing of any additional Authorized Users, which for avoidance of doubt The Client shall be responsible for their agreement and compliance with the terms hereof and such obligation shall be deemed part of Section 2).

1.12. “Software Requirements” means any software, materials, operating systems, hardware, platforms and prerequisite items identified in the Documentation or License Information Document or other specifications provided by WeKall which are not included or part of the WeKall PBX and are required to ensure that the WeKall PBX operates in accordance with the Documentation.

1.13. “Territory” means world-wide except for those countries considered embargoed or sanctioned countries under U.S. or applicable laws or regulations.

1.14. "Third Party" or "Third Parties" means any person(s) or entity(ies) other than a Party or an Affiliate.

1.15. “Third Party Software” means Third Party software, libraries, and components excluding Open Source Software incorporated in or included with the WeKall PB.

1.16. “US GAAP” means United States Generally Accepted Accounting Principles.

1.17. “WeKall” means a Florida limited liability company, owner of the IPR and licensor/service provider of the software as a service WeKall PBX.

1.18. “WeKall PBX” means the software as a service WeKall PBX on the cloud to be licensed to the Client under the terms of this Agreement.

1.19. “WeKall Technology” means (i) the WeKall PBX, the Services, any software developed by WeKall, Documentation, WeKall’ APIs, WeKall’ website(s) and any content published on the WeKall’ websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) WeKall’ Confidential Information and (iv) any modifications or derivative works of the foregoing.

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2.1. Subject to the terms, conditions, and other restrictions set forth in this Agreement, and a valid SOF (including timely payments of any Fees therein), WeKall grants to the Client a non-exclusive, nontransferable, limited, and revocable license, without the right to sublicense, under WeKall IPR, to install, access, and use the WeKall PBX (i) in the Territory (ii) up to the Licensed Capacity; (iii) only for the Client’s internal business purposes); (iv) for the term stated in the applicable SOF; and (v) in accordance with the Documentation, license information document and the applicable SOF. For avoidance of doubt, the Client has no rights to create derivative works, assign, distribute, lease, rent, or otherwise transfer the WeKall PBX.

2.2. The Client Affiliates and Authorized Users may install, access, and use the WeKall PBX and Support under the terms of this Agreement, and such use shall be counted in determining the Client’s utilization of the Licensed Capacity. The Client shall remain fully responsible for ensuring its Affiliates’ and Authorized Users’ agreement and compliance with the terms of this Agreement and the SOF.

2.3. The Client hereby acknowledges that the WeKall PBX may contain Third Party Software and/or Open Source Software and/or may require Software Requirements. In the event that Open Source or Third Party Software is included in the WeKall PBX, such Open Source or Third Party Software is made available to the Client in accordance with the licenses for such Open Source or Third Party Software. In the event that the WeKall PBX relies on Software Requirements and unless expressly provided otherwise in a SOF, the Client agrees that: (a) WeKall and its Affiliates have not obtained or conveyed to the Client any Intellectual Property Rights to use the applicable Software Requirements; (b) the Client shall be solely responsible, at its cost and expense, for procuring the required rights/licenses in the Software Requirements; (c) WeKall does not provide any warranties or support for Software Requirements; and (d) any claims with respect to the Software Requirements shall be made against the applicable third party provider of such Software Requirements.

2.4. WeKall shall perform the Services stated in the SOF in accordance with the terms of this Agreement and the SOF.

2.5. Unless otherwise stated to the contrary in this Agreement or the SOF, any SOF executed by the Parties in regards to the WeKall PBX license and Services shall be governed by this Agreement.

3.1.1. Assume full responsibility for the accuracy, quality, integrity and legality of his data and the means by which acquired its data;

3.1.2. Use reasonable technical, administrative and commercial efforts to prevent unauthorized access or use of the WeKall PBX;

3.1.3. Correspondingly, The Client will refrain from: 3.1.3.1 Make the services available to any person who is not Authorized User; 3.1.3.1 Sell, resell, rent or lease the WeKall PBX; 3.1.3.3. Use the WeKall PBX to store or transmit materials that constitute infringement or defamation or any other illegal or libelous material, or store or transmit materials that violate the privacy rights of others, 3.1.3.4. Use the WeKall PBX to store or transmit malicious code; or 3.1.3.5. Attempt to obtain unauthorized access to the services or our systems or networks related to the administration of the WeKall PBX;

3.1.4. The Client agrees not to use or allow the use of the WeKall PBX, including by uploading, sending by email, publication, announcement or transmission by other means, of any material, including its content, its applications and third-party content, for any purpose that 3.1.4.1. Threatens or harasses any person or causes damage or injury to persons or property; 3.1.4.2. Involves the publication of false, defamatory, harassing or obscene material; 3.1.4.3 Violates privacy rights or promotes intolerance and racism; 3.1.4.4. Constitutes unsolicited bulk email, junk mail, spam, or chain letters; 3.1.4.5. Constitutes a violation of intellectual property rights or other proprietary rights; or 3.1.4.6. In any way, that violates applicable laws, statutes or regulations;

3.1.5. It is the sole responsibility of the Client the proper management of its database and its operation;

3.1.6. The use by the Client of the WeKall PBX is subject to limitations described herein regarding the number of Licensed Capacity or Authorized Users to use the WeKall PBX: 3.1.6.1. Depending on the Licensed Capacity stated on the SOF, the number of Authorized Users (Extensions) and the logins corresponding to the amount specified therein are limited;

3.1.6.2. an Authorized User's login credentials may be used only by the Authorized User designated by the Client until their account is deleted; and 3.1.6.3. the login of an Authorized User's account may be reassigned to a new person only when replacing a previously Authorized User who will no longer use the WeKall PBX. The Client may designate as Authorized Users only persons over whom it has sufficient control (contractual or otherwise) to ensure compliance with this Agreement, such as employees, consultants and contractors, as long as they are logged in with the same domain;

3.1.7. The Client shall be responsible for ensuring the Internet connection on any hardware and software used in connection with the WeKall PBX and all related configurations (collectively referred to as "Software Requirements") comply with the minimum standards and technical requirements set out and available at www.wekall.ai/softwarerequirements;

3.1.8. The Client agrees to: 3.1.8.1 Grant access to WeKall personnel in the physical facilities (only if required by WeKall) and other remote resources of the Client and under its control. Access will be granted with advance notice and in the presence of the Client's IT personnel. This provision aligns with WeKall's reasonable requests to fulfill its obligations stemming from the granted WeKall PBX license; 3.1.8.2. Make under its own responsibility and cost any adjustment to the Client’s technical and technological environment that WeKall finds reasonably necessary to satisfy the minimum technical requirements established in the Software Requirements;

3.1.9. The Client may use the WeKall PBX only for approved devices established in the Software Requirements. To ensure the proper operation of the WeKall PBX, the Client shall maintain an internet service for uploading and downloading that guarantees the following conditions: 3.1.9.1. Minimum speed of 80Kbps for an audio call and 512Kbps for a video call, 3.1.9.2. Latency for audio or video maximum of 120ms, and 3.1.9.3. Packet loss less than 5%;

3.1.10. The Client acknowledges and understands that the quality of the call depends not only on the specification and availability of the WeKall PBX, but also on the telecommunications network to which the other parties are connected;

3.1.11. The Client may only assign one (1) extension per Authorized User, unless said extension is used with the same IP phone by different users or through the functionalities offered by the WeKall PBX (Example: Huntgroup). Failure to comply with this condition will entitle WeKall to retroactively charge the monthly charges for each additional Authorized User or extension that would be applicable to the newly assigned user, charges that must be assumed and paid by the Client pursuant to Section 6 of this Agreement.

3.1.12. The Client shall pay the value of the WeKall PBX on the date and under the conditions set forth in this Agreement and the SOF;

3.1.13. Adopt customary preventative measures within technology operations during the execution of this Agreement. This is essential to prevent potential failures that could result in any form of disruption to the services offered by WeKall.;

3.1.14. Ensure the availability of physical space as well as the required personnel at all stages of the implementation and training process in accordance with the implementation methodology;

3.1.15. Execute the tasks assigned to it within the Service work plan;

3.1.16 Provide the data required by WeKall and stated in the Service’s Kickoff minute.  

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Once the process of implementing the WeKall PBX has been completed in accordance with each of the stages established in the kickoff of the Service, WeKall undertakes to:

3.2.1. Gran the license of WeKall PBX pursuant to the terms set forth in this Agreement and the SOF;

3.2.2.  Offer remote technical support for the WeKall PBX in accordance with the terms stated in Section 12 of this Agreement;

3.2.3. Will use all reasonable efforts from the technical point of view to make the WeKall PBX available to the Client with a minimum availability of 99.5% out of scheduled maintenance while also striving to minimize data loss during the Client's communications, except for: 3.2.3.1.  Any unavailability caused by circumstances beyond its reasonable control, including but not limited to acts of God, governmental actions, floods, fires, earthquakes, social unrest, acts of terrorism, strikes or other labor problems other than those involving its employees, damages caused by the Client and/or its users, failures or delays of the Internet service provider of the Client, Third Parties, including but not limited to Amazon Inc., and 3.2.3.2 Any unavailability due to unforeseeable service failures of the Third Party/local and national telephone provider chosen by WeKall; 3.2.4.  Deliver the technical features of the WeKall PBX pursuant to this Agreement and the SOF; 3.2.5.  The Client may acquire with WeKall the call recording service in accordance with the terms set forth in the SOF, and the following conditions: 3.2.5.1. WeKall will choose the Third Party/cloud storage provider pursuant to the provisions of Section 3.5 of this Agreement; 3.2.5.2.  The recordings will be stored on the cloud server of the Third Party/provider for the term stated in the SOF (the “Storage Term”); 3.2.5.3. Upon the conclusion of the Storage Term, WeKall will furnish the recordings to the Client if the Client submits a written request within ten (10) days after the Storage Term's conclusion. Otherwise, the recordings will be automatically deleted. If the recordings are indeed requested and subsequently delivered to the Client, WeKall will proceed with their complete deletion from its servers or the Third Party server; 3.2.6.  WeKall grants the Client access to the WeKall PBX via approved and/or certified devices listed in the compatibility matrix provided in the Software Requirements; 3.2.7.  IP-based communications have inherent limitations relative to traditional analog or other communication methods. While WeKall was designed to address and manage these limitations, WeKall cannot guarantee that all communications transmitted to or from the WeKall PBX (including voice, fax, and text messages) will be delivered without partial or any data loss.  3.2.8.  Constant monitoring of the 7x24 platform (Core) and validation of the service operation to deliver the availability offered to the Client of 99.5%; 3.2.9.  If the Client and/or a third party make modifications to the WeKall PBX through WeKall PBXs or software developed within the organization or through any technical mechanism, WeKall ceases to be responsible for the proper performance of the WeKall PBX, unless WeKall has verified and approved such development. When modifications are made to the WeKall PBX as a result of a support case and these modifications are in writing and originated in personnel of the WeKall support department, they are not considered as internal developments therefore, this clause does not apply. If the Client requires to develop some type of software component that integrates with the WeKall PBX, it must be done through an integrator that does not interfere with the WeKall PBX.

Considering that the Clients’ information is one of its most important assets, WeKall will be subject to the following obligations:

3.3.1. WeKall shall be responsible for establishing and maintaining security policies, including security of physical, digital, virtual, cyberspace elements independent of their transit and/or location, which shall be designed to: 3.3.1.1. Guarantee the protection, comprehensiveness, availability and confidentiality of all information accessed on the occasion of this contract and in accordance with its level of sensitivity. 3.3.1.2 Protect in advance against threats and/or risks that may affect the information that is accessed during the contracted service, 3.3.1.3 Protect against unauthorized access or use of Confidential Information or classified as personal data according to applicable law, 3.3.1.4 Ensure that all information is treated in accordance with applicable security standards. WeKall must develop procedures to manage any incident of unauthorized access and/or violation that threatens the security of the confidential information of the Client and/or personal data according to applicable laws, 3.3.1.5 WEKALL may modify its security policies, including physical security, at any time during the term of the contract, in accordance with the applicable standards and good security practices, provided that the conditions defined with the Client are met;

3.3.2. Have suitable security devices and tools that protect their networks and technological infrastructure;

3.3.3. Establish controls, tools and/or mechanisms for the secure deletion and destruction of information in accordance with the best practices of the industry and procedures and mechanisms for the return and delivery to the Client of all the information to which he had access during the validity of the contracted service;

3.3.4 For contracts that within the provision of its service receive, store, process, deliver or transmit personal data in accordance with applicable laws, WeKall declares to know, accept and comply with the regulation on personal data and maintain during the term of the contract the security and protection measures required by applicable laws;

3.3.5. WeKall shall develop contingency and continuity plans for interruption on the Services or the WeKall PBX. WeKall shall implement periodic testing procedures to the contingency and continuity plans;

3.3.6. WeKall will provide immediate notice to the Client in case of any event or circumstance that alters the normal development and/or execution of the contracted service. WeKall undertakes to establish procedures, responsibilities and measures to inform the Client in an effective and timely manner, about the changes, alterations or modifications made to the information or elements involved in the development of this Agreement, without the corresponding authorization. Likewise, WeKall will take the necessary corrective measures immediately when an alteration or unauthorized manipulation is detected;

3.3.7. During the term of the Agreement, WeKall will safeguard the database or databases provided by the Client and use them solely for the fulfillment of its contractual obligations under this Agreement. Likewise, WeKall should have the capability to encrypt the information received from the Client that needs to be protected, contingent upon the compatibility of the Client's hardware or software. Consistent with the aforementioned, WeKall will have perimeter security tools and tools that prevent data loss intended to avert any potential leakage of information;

3.3.8. WeKall shall maintain reasonable and sufficient security controls during the execution of this Agreement.

3.3.9. WeKall will execute the procedures established in its security policies implemented by the company as a main component of its accreditation and/or certification under ISO 27001 standards.

The Software Requirements that the Client must adhere to for the WeKall PBX are detailed and available at www.wekall.ai/softwarerequirements.

3.5.1. WEKALL may offer the WeKall PBX with local and national telephone services provided and operated by a Third Party/supplier pursuant to a separate service agreement to be executed between the Client and such Third Party ("Third Party Services");

3.5.2.  WeKall will choose the Third Party/provider for the provision of the local and national telephone service to be integrated with WeKall PBX, and the Third Party /provider for the cloud storage of the recordings. WeKall, at its sole discretion, has the right to change or replace the Third Party/supplier at any time prior to written notice to the Client within a minimum of three (3) days, provided that the conditions offered by the new Third Party/telephone or storage provider do not deteriorate the current features and quality of the WeKall PBX, and the same fixed number unless the Client agrees to change it;

3.5.3. The WeKall PBX will also be subject to the terms and conditions established by the Third Party/suppliers. Thus, the master agreements, terms and conditions of the Third Parties/suppliers, which shall constitute an integral part of this Agreement; 3.5.4. The Client authorizes WeKall to invoice, collect, and remit to the Third Party service provider the amounts attributable to the third-party Services in accordance with the procedures applicable to the WeKall PBX. The Client acknowledges that: 3.5.4.1.WEKALL makes no representations or warranties regarding, and shall have no liability whatsoever for, the Third Party services; 3.5.4.2.  WeKall shall not be considered a reseller of Third Party services; and 3.5.4.3. The Client will only seek from the Third Party service provider any resource related to it; 3.5.5. The Third Party provider chosen by WeKall for telephone services for incoming and outgoing local and national calls for Colombia is Telmex Colombia S.A., and for outgoing calls to cellular for Colombia is UNE EPM Telecomunicaciones S.A. E.S.P. (Tigo Colombia).

3.5.6. The Client may retain and manage the PBX telephone lines that are currently under their ownership and have been procured through other Third Party providers, aside from WeKall. In the above case, the Client must redirect the numbers and call traffic retained with the other Third Party to the WeKall PBX.

Except for the limited licenses expressly granted in Section 3, the Client has no further rights in the WeKall PBX(s), whether express, implied, arising from estoppel or otherwise. Further restrictions regarding The Client’s use of the WeKall PBX are set forth below. Except as expressly authorized herein, The Client will not:

3.6.1 prepare any derivative works, or otherwise use, copy, modify, distribute, assign, sublicense, lease, rent, or otherwise transfer the WeKall PBX, except to the extent required by law;

3.6.2. use the WeKall PBX in an outsourcing or service bureau environment on its behalf and/or on behalf of non-affiliated third parties or allow the WeKall PBX to be used by an outsourcing or service bureau provider on behalf of the Client;

3.6.3. distribute the WeKall PBX to end-users as on-premises distributions or offer the WeKall PBX as a cloud service or software-as-a-service to any end-users;

3.6.4. reverse engineer, reverse assemble, reverse compile, translate, or otherwise attempt to discover the Source Code form of any WeKall PBX that are provided in Object Code form, except as permitted by the national or regional law of the places where the the Client does business (without the opportunity for contractual waiver), and then only with respect to the particular copy of Object Code incorporated into that particular WeKall PBX;

3.6.5. use any of the WeKall PBX’s components, files, modules, audio-visual content, or related licensed materials separately from the WeKall PBX;

3.6.6. attempt to disable or circumvent any of the licensing mechanisms within the WeKall PBX;

3.6.7. alter or remove any copyright, trademark or patent notice(s) in the WeKall PBXs; and

3.6.8. use the WeKall PBXs in a way that requires the WeKall PBX to be licensed as Open Source Software.

The total value of this Agreement (the “Fees”) for the license of the WeKall PBX and the Services listed in the SOF shall be the amount(s) stated in the SOF, which will be paid to WeKall in accordance with the terms of such SOF and this Agreement.

Any amounts payable hereunder shall be made in United States currency or such other currency as may be agreed in writing by the Parties.

If this Agreement is renewed, the Fees will increase by a percentage that matches the increase in the Consumer Price Index (CPI) of the United States for each year of the Agreement's validity.

The Fees agreed between the Parties are net prices and free of taxes directly and indirectly related to the license of the WeKall PBX and the Services to the Client. Therefore, the Fees may not be subject to any deductions, withholdings or discounts that may be legally applicable, all of which shall be the responsibility of the Client in any scenario.

The nonpayment of two (2) or more invoices issued by WeKall pursuant to this Agreement and the SOF, WeKall may, at its sole discretion, suspend the WeKall PBX license and Services to the Client, and/or unilaterally terminate this Agreement with just cause. Likewise, The Client will assume all additional costs generated by the reactivation of the WeKall PBX, costs that may not exceed the value equivalent to a monthly fee of the WeKall PBX license. If the service is suspended due to non-payment, WeKall is obliged to restore the service within three (3) business days after receiving confirmation of payment.

Late payments will not be allowed, in such event, interest will be caused at the maximum rate allowed by the applicable law.

The additional costs generated by the non-execution of the implementation of the WeKall PBX for reasons attributable to The Client must be paid by the Client, and those that arise for reasons attributable to WeKall, will be assumed by the latter.

9.1 The Parties acknowledge that the Receiving Party will have access to information that is treated as confidential and proprietary by the Disclosing Party, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, and any information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, business model or operations of the Disclosing Party, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information").

Any Confidential Information that the Receiving Party accesses or develops in connection with this Agreement shall be subject to the terms and conditions of this Section. The Receiving Party agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Disclosing Party in each instance, and not to use any Confidential Information for any purpose except as required in the performance of this Agreement. Receiving Party shall notify the Disclosing Party immediately in the event the Receiving Party become aware of any loss or disclosure of any Confidential Information.

(a) is or becomes generally available to the public other than through the Receiving Party’s breach of this Agreement; or

(b) is communicated to the Receiving Party by a third party that has no confidentiality obligations with respect to such information.

6.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Receiving Party agrees to provide written notice of any such order to an authorized officer of the Disclosing Party within 3 business days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Disclosing Party to contest the order or seek confidentiality protections, as determined in the Disclosing Party's sole discretion.

Requests for remote support elevated by the Client via web port, chat or telephone will be received only through the members of the Client’s technology department.

In accordance with the provisions of this Section,   WeKall’s service operation model will be provided to the Client.

In person support service is not included within the scope of the . Therefore, any face-to-face support service requested by THE CLIENT will be billed by WEKALL completely independently of the services contracted in this contract. The value of the additional face-to-face support services will be negotiated in agreement with THE CLIENT.

WeKall will NOT provide the Client with equipment as a loan, except for cases in which the services include the rental of equipment as appropriate and in accordance with the provisions of the terms and conditions of the services contracted and available in wekall.co/legal.

WeKall obligations are strictly limited to providing the WeKall PBX license and the Service pursuant to the terms set forth in this Agreement and the SOF.

WeKall cannot be held responsible for any delays in implementing and configuring the WeKall PBX if the Client does not have the necessary infrastructure as per the Software Requirements. This includes the setup and regular operation of the system. This does not affect the Client's obligation to meet these requirements, even if a third party is responsible. Furthermore, if the Client fails to fulfill any of their obligations related to the contracted services, WeKall will not be held responsible. Additionally:

a) Any additional services requested outside of the scope of the SOF or for any component not included in the same will be billed separately from this Agreement's execution;

b) WeKall will NOT be responsible for any type of violation suffered by the security or any component of the technological infrastructure of the Client by third parties for fraudulent practices or cause any type of damage to it. Therefore, It is the sole and exclusive responsibility of the client to take all necessary measures and precautions to ensure the security of their technological infrastructure;

c) WeKall cannot be held responsible for any damages caused by the Client’s personnel or any third parties due to fraudulent practices, configurations, interventions, or violations that affect the client's technological infrastructure in any way; and

d) The Client acknowledges  that  WeKall does not control the transfer of data through communications systems, including the internet, and that the services may be subject to limitations, delays and other problems inherent in the use of such communications systems. WeKall cannot be held responsible for delays, failures, or other damages resulting from such problems. WeKall cannot be held responsible for problems related to the performance, operation or security of services arising from the content of Third Party/supplier applications. WeKall makes no representations or warranties regarding the reliability, accuracy, completeness, correctness or usefulness of Third Party/supplier content, and assumes no liability arising under or as a consequence of Third Party/supplier content.

Being WeKall exempt from liability for the implementation and configuration delays of the WeKall PBX within the term stated in the Kickoff, the Client is still obligated to make payments as outlined in this Agreement. Payment terms may be altered only with written agreement from both parties.

WeKall will defend the Client and its Affiliates, from any third party claim alleging that the Client’s use of the WeKall Technology as contemplated hereunder infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless The Client and its Affiliates from and against any damages and costs awarded against The Client or its Affiliates, or agreed in settlement by WeKall (including reasonable attorneys’ fees) resulting from such IP Claim. WeKall will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by

(i) unauthorized use of the WeKall Technology by the Client, its Affiliates or Authorized Users;

(ii) modification of the WeKall Technology by anyone other than WeKall or its representatives;

(iii) or the combination, operation or use of the WeKall Technology with other data, hardware or software not provided by WeKall.

If the Client’s use of the WeKall Technology results (or in WeKall’s opinion is likely to result) in an IP Claim, WeKall may at its own option and expense

(a) procure for the Client the right to continue using the foregoing items as set forth hereunder;

(b) replace or modify them to make them non-infringing; or

(c) if options (a) or (b) are not commercially reasonably as determined by WeKall, then either the Client or WeKall may terminate this Agreement, whereupon WeKall will refund the Client, on a pro-rated basis, any Fees the Client has previously paid WeKall for the corresponding unused portion of the WeKall PBX or Services. The sections above state WeKall’s entire liability and the Client’s exclusive remedy with respect to an IP Claim.

The Client will defend WeKall and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless WeKall and its Affiliates from and against any damages and costs awarded against WeKall and its Affiliates, or agreed in settlement by the Client (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by:

(i) The Client’s or its Affiliate’s unauthorized supply, disclosure, or processing of the Client Data, including Personal Data therein,

(ii) The Client’s or its Affiliate’s violation of laws applicable to the Client’s or its Affiliate’s business.

In the event of a potential indemnity obligation under this Section 22, the indemnified party will:

(i) promptly notify the indemnifying party in writing of the claim,

(ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and

(iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Any indemnification obligation under this Section 22 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.