Master Service Agreement Terms

Master Service Agreement

This Master Service Agreement (“Agreement”) is made between Sharpen Technologies Inc. D/B/A Sharpen and its affiliated companies, subsidiaries, business units, or entities resulting from mergers or acquisitions and the customer as set forth in the applicable Services Order Form (“Customer”) and is effective as of the “Effective Date” as noted in the applicable Services Order Form. This Agreement provides the general terms and conditions applicable to Customer’s purchase of the communications services described herein from


1.1   Services Name/Type.  Subject to Customer’s acceptance of the terms and conditions of this Agreement, during the Term defined in 2.1, Sharpen will provide to Customer, and Sharpen hereby grants Customer a limited, non-sublicensable right and license to access and use the Cloud Services, Platform Services, and Telco Services identified in the Services Order Form(s) for use by Authorized Users, except as outlined in Section 7.2 of this Agreement.  The Services Order Form(s) will contain the name or type of Cloud Services and Telco Services, the minimum commitment for the Cloud Services and Telco Services, and the applicable Service Fees (including Service Fees for Implementation Services. At any time, Sharpen may add new features or functionality to the Services and there may be additional fees associated with new Services. Sharpen reserves all rights not expressly granted to Customer in this Agreement.

1.2  Service Level Agreement.  The Cloud Services will be delivered in accordance with the Service Level Agreement.

1.3  Implementation Service.  Subject to the terms and conditions of this Agreement, the Implementation Services will be defined in a Statement of Work (SOW).  The SOW documents the Sharpen deliverables corresponding to the items identified in the Services Order Form(s).  The Customer’s responsibilities with respect to Implementation Services are defined in the SOW.

1.4  Protection of Customer Data.  Sharpen will maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of customer data. Before providing necessary access to customer data to a third-party service provider, Sharpen will require such third party to maintain commercially reasonable data practices for maintaining the confidentiality and security of customer data.

1.5  Certain Customer Responsibilities.  Customer is responsible for maintaining the confidentiality of the logins and passwords for, and for all activities that occur under, Authorized User accounts, and for Authorized Users’ compliance with this Agreement.  Authorized User accounts cannot be shared or used by more than one Authorized User. Customer will: (a) obtain any permissions and consents required for Authorized Users to access customer data in connection with the Services; (b) be responsible for the accuracy, appropriateness, and legality of customer data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify Sharpen of any such unauthorized access or use; (d) use the Services only in accordance with applicable laws and government regulations, and (e) be aware of and pay any non-compliance fees associated with telecommunications service providers that are necessary for Customer’s business operations, including but not limited to wireless network carriers and enterprise telecommunications platform providers. When applicable, Sharpen will charge, and Customer will pay in accordance with this Agreement, any “Pass-Through Charges.”

Customer acknowledges that Customer is solely responsible for keeping informed of such fees and compliance requirements. Customer also acknowledges that Customer is solely responsible for the development, operation, and maintenance of Customer’s application and for Customer’s data used in the development, operation, and maintenance of Customer’s application, unless otherwise agreed. Customer agrees to conform to Sharpen’s pre-defined functionality for Sharpen tools as applicable, unless further customization is agreed upon in writing.

1.6  Restrictions on Use.  Customer agrees to use the Services only for lawful purposes. Customer agrees not to use the Services for transmitting or receiving any communication or material of any kind which: (i) would constitute criminal or illegal activities, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law; or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Customer agrees not to attempt to hack, disable, or damage the Service in any way and not interfere with or disrupt other users of Services and/or any other service provider who furnishes services to Customer in connection with this agreement. Customer agrees not to engage in the delivery of unwanted or unsolicited communications or SPAM to third parties using the Services. Sharpen reserves the right to suspend Customer’s Services in accordance with Section 3.2 and invoke the Termination Fees as defined. If Sharpen believes that Customer has violated the above restrictions, Sharpen may communicate any details of the violation (of which Sharpen, in its sole discretion, believes to be applicable and appropriate) to the appropriate authorities for investigation and prosecution.


2.1  Commencement of Services.  This subscription Term for the Services will be defined in the applicable Services Order Form (“Initial Term”), and if renewal is not specified otherwise in the Services Order Form, shall renew for an additional subscription Term unless terminated earlier in accordance with the terms herein. Upon expiration of the Initial Term, this Agreement shall renew automatically  and will be subject to an escalator of 10% per annum (each, a “Renewal Term”), unless: (i) the parties agree in writing to a different Renewal Term, or (ii) either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Subscription Term.

2.2  Payment of Invoices.  Customer will be invoiced for all applicable fees in accordance with the invoicing terms contained in the applicable Services Order Form and all payments shall be due in accordance with the terms as specified on the Service Order Form. Past due amounts will bear interest at a rate of 1.5% per month or the highest rate allowed by law (whichever is less).  Customer is responsible for all Service Fees related to any use of the Services, even if incurred as the result of unauthorized use.

2.3  Monthly Usage Statements.  Sharpen will create a statement each month outlining the actual Services used for that month (“Usage Statement”).  This Usage Statement will be made available through the Sharpen application and can be retrieved by the Customer’s authorized administrator.  The actual usage will be deducted from the available pre-paid Service Fees as applicable.  Actual usage more than pre-paid Service Fees will be invoiced at a premium over the contracted price as seen on the Service Order Form.

2.4  Notes on Services and Fees. Services will be billed if used. Customer agrees to pay the fees specified in the Service Order Form or according to the monthly Usage Statement. Customer agrees that the total cumulative monthly payments made by Customer should be the monthly commitment as seen on the Service Order Form or no less than an average minimum of $1000 per month over the entire term (“Monthly Minimum”). The provided services and associated fees may be changed by mutual written agreement. If in the future, Customer uses billable Services from Sharpen that were not foreseen by the contract, then Sharpen shall be owed fees for those Services in accordance with the then-applicable general pricing as referenced is Sharpen’s documentation.

2.5  Disputes.  If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice. If the dispute is resolved against Customer, Customer shall pay such amounts within twenty (20) days of resolution.

2.6  Regulatory and Legal Changes. If changes in applicable law, regulation, rule, or order materially affect delivery of the Services, the parties will negotiate appropriate changes to this Agreement.  In the event that the parties are unable to negotiate mutually acceptable changes to this Agreement, either party may elect to terminate this Agreement upon ninety (90) days written notice with no further obligation or termination liability.


3. 1  Customer Terminations for Cause. Customer may terminate this agreement for cause upon written notice if Sharpen breaches a material term of this Agreement and the breach is not cured within thirty (30) days of such notice and the Customer provides reasonable assistance during the 30 days. At which time, Sharpen will refund the unused portion of the prepaid Services.

3.2  Sharpen Termination for Cause.  Sharpen may terminate this Agreement for cause upon written notice if Customer breaches a material term of this Agreement and the breach is not cured within thirty (30) days of such notice, or if Sharpen discovers that Customer’s use of the Services results in fraudulent activity or has become impractical or unfeasible for any legal or regulatory reason.  At which time, Customer shall pay termination fees equal to the sum of: (i) all unpaid amounts for Cloud and Telco Services actually provided; (ii) 100% of the remaining minimum monthly recurring charges for subscription Term of this Agreement (“Termination Fees”); (iii) any contracted Implementation Services fees; and (iv) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination. Immediately and without notice, Sharpen may terminate this Agreement if Customer is in default of any payment obligation with respect to any of the Services, or if any payment mechanism Customer has provided to Sharpen is invalid or charges are refused for such payment mechanism.

3.3  Effect of Termination.  Upon termination or expiration of this Agreement, (a) Customer’s right to access the Cloud Services, and all other rights granted to Customer under this Agreement  will immediately terminate, and (b) upon receipt of pre-payment for thirty (30) days extension, Sharpen will retain and allow Customer to access data related to the Services (“Customer Data”) for a period of thirty (30) days, intended to allow Customer to retrieve such Customer Data.  All provisions that are intended to survive expiration or termination of this Agreement will survive such expiration or termination, including but not limited to:  confidentiality, Customer Data protection, payment obligations, disclaimers of warranties, limitations of liability, and general terms.


4.1   VoIP Service. Customer acknowledges and understands that the Telco Services provided by Sharpen are not traditional telephone services. Important distinctions exist between the Telco Services and a traditional telephone service, including but not limited to, different regulatory treatment. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial Telecommunications Regulatory Agencies. Customer acknowledges and understands that the Telco Services provided by Sharpen do not function in the event of power failure. Customer also acknowledges and understands that the Telco Services require a fully functional broadband connection to the Internet (which is not provided by Sharpen).

4.2   International Coverage. Certain usage restrictions may be placed on the Telco Services due to a high risk of fraud or regulatory restrictions. These restrictions include, but are not limited to, the blocking of calls terminating to or originating from certain countries or geographic areas. Restrictions for the Telco Services will be published on Sharpen’s status page (

4.3   Usage Charges. Telco usage charges are assessed to Customer’s account as Telco Services are utilized and are based on usage rates in effect at the time the Telco Services were delivered. Usage is billed in six second increments and may be subject to a minimum connect charge, except as otherwise detailed. Non-contracted usage rates can be found within the Sharpen Application (

4.4  SMS Limitations. 1-part SMS message has a character limit of 160 characters in case of 7bit encoding or 70 characters in the case of 1-part UCS-2 unicode encoding SMS message, e.g. Spanish characters, etc. in the event a SMS is larger than the above limits, the following industry-wide SMS standard maximum character (chars) limits shall apply: 7bit SMS: 1part SMS 306 charts; 3-part SMS 459 charts; 4-part SMS 612 chars; 5-part SMS 765 chars; 6-part SMS 918 chars; 7-part SMS 1,071 chars. USC-2 Unicode SMS 1-part SMS 70 chars; 2-part SMS 134 chars; 3-part SMS 201 chars, 4-part SMS 268 chars; 5-part SMS 335 chars; 6-part SMS 402 chars; 7-part SMS 469 chars.

4.5  Concurrent Line Charges.  Every Empower License purchased includes 1.5 concurrent lines to accommodate for inbound queuing.  Customer may contract for additional concurrent lines from the current Service Order Form.  Monthly line usage above the contracted number will be charged at a 15% premium over published list price for concurrent lines.  Sharpen has within its discretion the ability to throttle the service by rejecting interaction requests when those requests result in exceeding 2 times the concurrent lines purchased.

4.6   Data Retention Period. Customer data will be retained as required by law to meet Sharpen’s applicable legal obligations. Customer may revise the default retention period within the Sharpen Service for Customer’ business purposes. Customer understands that Sharpen is not responsible for ensuring that Customer meets its own legal and regulatory obligations.  Any data revised to be stored longer than the defined period will be charged at the rate as agreed on the current Service Order Form.  Sharpen will maintain the minimal telco data elements for the period as required by law.

4.7  Third Party Communication Applications. Customer acknowledges that the use of “Third-Party Communication’s Applications” (Interactive Voice Response (IVR), Auto Attendant, Auto Dialers) utilizing Sharpen provided VOIP Services are strictly prohibited. Continued use by Customer of unapproved Third-Party Communication Applications after having received official notice of the violation by Sharpen constitutes a material breach of this Agreement.

4.8  Short Duration Call Surcharge. Customer may not exceed the “Short Duration Limit” during any billing cycle, which is defined as occurring when 10% or more of Customer’s completed calls are equal to or less than 6 seconds in length during a billing cycle (each a “Short Duration Call”).  Sharpen will notify Customer if Customer’s Short Duration Call rate exceeds 5%, and then again when Customer exceeds the Short Duration Limit. If the Customer does not bring its Short Duration Call rate below the Short Duration Limit within thirty (30) days of such second notice, Sharpen may, at its discretion, disable any or all of Customer’s users and/or terminate Customer’s account in accordance with Section 3.1.

4.9   Enhanced 911 (E911). Customer acknowledges and agrees that it must purchase Sharpen’s 911 service in any location in which Customer desires to have emergency 911 dialing capabilities, and that Customer will not have the ability to reach 911 or other emergency dialing services in any location in which it does not purchase Sharpen’s e911 service.  However, with the exception of the penalties defined in the Service Level Agreement, in no case will Sharpen be liable for damages arising out of any non-availability of 911 or other emergency dialing services, even locations where the Sharpen e911 service has been purchased.


5.1  Confidentiality. Each party agrees to: (a) protect the confidentiality of all Confidential Information using 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 prevent unauthorized use or disclosure; (b) not use any Confidential Information except as expressly authorized in the Agreement; (c) not disclose, orally or in writing, any Confidential Information to any person, other than an employee, consultant or agent of recipient bound by terms at least as restrictive as those set forth herein with a need to know such Confidential Information.  The obligations in Section, however, shall not apply to any information which:  (a) is already in the public domain or becomes available to the public through no breach of the Agreement by recipient; (b) was in the recipient’s possession prior to receipt from disclosure, as proven by recipient’s written records; (c) is received by the recipient from a third party free to disclose such information to recipient; or (d) is independently developed by recipient without use of the Confidential Information.  Customer agrees that Sharpen may use Customer’s publicly available information such as business name, logo, and geographic location in Sharpen’s marketing materials, and that after Customer review, Sharpen may issue a press release and/or written or video case study.  Customer consents that Sharpen may use Customer Data for the performance of Sharpen’s obligations and the exercise of Sharpen’s rights under this Agreement, including storing, processing or transferring data to or from the United States.”

5.2  Intellectual Property.  All intellectual property rights in the Services (and other materials or services provided hereunder) remain the exclusive property of Sharpen and its licensors or suppliers, as applicable. Sharpen and its licensors and suppliers reserve all rights not expressly granted in this Agreement and own all rights in all derivative works of the Services (and other materials provided hereunder) and any copy, translation, modification, adaptation or derivation of the Services (and all other materials provided hereunder), including any improvement or development of the Services, or any other work product created as a result of the Implementation Services. Customer may not remove, obscure, or alter any notice of any Sharpen trademark, service mark, or other intellectual property right appearing on the Sharpen Website or contained within the Services. Customer grants Sharpen a license, during the Term to display Customer’s trade names, trademarks, service marks, logos, domain names, and the like for the purpose of promoting or advertising that customer uses the Services.


6.1  Exclusion on Indirect and Related Damages. Except for direct damages arising directly from a party’s gross negligence or willful misconduct, neither party shall be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Customer order, including any damages arising out of the inability to reach 911 or other emergency services.



6.4  INDEMNIFICATION. Sharpen shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs including attorneys’ fees (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Sharpen IP, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Sharpen in writing of the claim, reasonably cooperates with Sharpen at Sharpen’s expense.Sharpen retains the primary authority to control the defense and settlement negotiations, with due consideration given to Customer’s interests and input. If such a claim is made or appears possible, Customer agrees to permit Sharpen, at Sharpen’s sole expense, to (A) modify or replace the Sharpen IP, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use.

Customer shall indemnify, defend, and hold harmless Sharpen from and against all losses, damages, liabilities, costs including attorney’s fees, (“Losses)” incurred by Sharpen resulting from any third-party claim, suit, action or proceeding arising from Customer’s breach of this Agreement, or Customer’s use of the Services in violation of this Agreement, provided that Sharpen promptly notifies Customer in writing of the claim, reasonably cooperates with Customer at Customer’s expense. Customer retains the primary authority to control the defense and settlement negotiations, with due consideration given to Sharpen’s interests and input.


7. 1  Force Majeure. Neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party’s reasonable control (“force majeure event”). In the event Sharpen is unable to deliver Service as a result of a force majeure event, Customer shall not be obligated to pay Sharpen for the affected Service for the duration of the event.

7.2  Assignment and Resale. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in the case of a merger, acquisition, or genuine corporate reorganization of such assigning party, provided the resulting assignee: (i) agrees in writing to the terms and conditions of this Agreement, and (ii) is not a competitor of the non-assigning party.

7.2  Compliance with Laws. Each party shall comply with all applicable laws in connection with the performance of its obligations under this Agreement. Notwithstanding the foregoing, however, Sharpen is not responsible for ensuring that the Services, or Customer’s use thereof, comply with any laws applicable to Customer’s business or industry, including, without limitation communications and privacy regulations such as the Telephone Consumer Protection Act of 1991. Any use of marketing and/or debt collection messages using Sharpen’s Services is strictly prohibited, unless such use is in full compliance with applicable laws including the Fair Debt Collection Practices Act (FDCPA). For marketing messages, prior express written consent is required, all cell-phone users must first “opt-in” from the handset. All messages are also required to be free to the end user. Customer agrees to comply with the export laws and regulations of the United States and applicable jurisdictions in providing and using the Services. Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and Customer will not permit users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction.

7.3  Notices. Notices from Customer to Sharpen shall be in writing and deemed received if sent via electronic mail “”. Notices from Sharpen to Customer shall be in writing and deemed received if delivered personally, sent via prepaid overnight courier, electronic mail, or sent by U.S. Postal Service or First-Class International Post to any electronic or physical address identified on the Customer Account. Either party may change its notice address upon proper notice to the other party. All notices shall be deemed given on (i) the date delivered if delivered personally, by e-mail (or the next business day if delivered on a weekend or legal holiday), (ii) the business day after dispatch if sent by overnight courier, or (iii) the third business day after dispatch if otherwise sent.

7.4  Payment Card Industry Data Security Standard (“PCI DSS”). If Customer uses Sharpen’s platform to collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, then Customer agrees to do so in full compliance with all applicable laws and regulationsSharpen shall at all times remain in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Sharpen’s sole cost and expense.

7.5  Copyrights, Patents, Trade Secrets. Except as expressly granted herein, neither party is granted a license or other right to use copyrights, patents, or trade secrets of the other party.

7.6  Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana, without regard to its choice of law rules. Any claims arising out of this Agreement shall be filed in courts located in Marion County, Indiana.

7.7  Relationship and Counterparts. The relationship between the parties is not that of partners, agents, or joint ventures. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. Electronic signatures shall be sufficient to bind the parties to this Agreement.

Beta Products and Services. Beta products and services refer to any pre-release, experimental, or beta version of a product or service provided by Sharpen for testing or evaluation purposes. Customer acknowledges that Sharpen may, at its discretion, offer access to beta products during the term of this Agreement. Customer acknowledges that beta products may contain bugs, errors, or other issues, and are provided on an as-is basis. Customer agrees that all information related to beta products, including, but not limited to features, performance, and documentation, shall be considered confidential information of Sharpen, and shall be treated as such in accordance with the confidentiality provisions outlined in this Agreement. Customer may provide feedback, suggestions, or comments regarding beta products. Customer agrees that all such feedback shall become the exclusive property of Sharpen.Customer agrees that beta products are provided for testing purposes only. Sharpen disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

7.9  Entire Agreement. This Agreement, including any Service Schedule(s) and Customer Order(s) executed hereunder, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements, understandings, proposals, or representations relating to the Service, which are of no further force or effect. The terms and conditions outlined in this Agreement are subject to periodic updates and modifications by Sharpen. Sharpen reserves the right to revise, amend, or supplement the Agreement at any time without prior notice. Any modifications will be effective immediately upon posting on Sharpen’s website. It is Customer’s responsibility to regularly review the Agreement available on Sharpen’s website to stay informed about any changes or updates. Continued use of the services after modifications to the Agreement constitute acceptance of the revised terms. In the event that a material change to the Agreement significantly affects the rights or obligations of the Customer, Customer must notify Sharpen in writing within 30 days of becoming aware of such material change. Failure to provide timely written notification shall constitute acceptance of the modifications by the Customer.

7.10  Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.


8.1 “Authorized User” means an employee or contractor of Customer who is authorized by Customer to access and use the Cloud Services and/or Telco Services on behalf of and solely for the benefit of Customer.

8.2 “Auto Dialer” means the automated processing of outbound interaction utilizing technology.

8.3 “Cloud Services” means the solution provided allowing Customer to process interactions to their organization.

8.4 “Confidential Information” means information pertaining to the business, products, services or technology which is disclosed by a part to another party.

8.5 “Hardware” means third party equipment used in conjunction with the Cloud Service.

8.6 “Implementation Services” means professional, implementation, configuration and other related services performed by Sharpen to allow Customer to access and customize the Cloud Services.

8.7 “Services” means Cloud Services, Telco Services, and Implementation Services.

8.8 “Service Fees” means the fees paid by Customer to Sharpen for all applicable services including but not limited to Cloud Services and Implementation Services.

8.9 “Services Order Form” means the document that outlines the items purchased, their costs and Subscription Term for each item.

8.10 “Statement of Work” means the description of the deliverables provided with the Implementation Services.

8.11 “Subscription Term” means the minimum term for use by Customer of the Cloud Services identified in a Services Order Form. A Subscription Term may be either the Initial Term or a Renewal Term (each defined in Section 2).

8.12 “Telco Services” means the telephony transmission such as voice or SMS between specified points.

8.13 “Empower License” means a user licenses with the ability to be in a queue.

8.14 “Concurrent Lines” means the number of connected calls at any one time with an Empower License or no user associated license.

8.15 “Monthly Line Usage” is calculated as the daily maximum Concurrent Lines used, averaged over the month.

8.16 “Pass-Through Charges” are fines, penalties or unanticipated third party surcharges associated with Customer’s use of the Services.

By signing a Services Order Form with Sharpen, Customer acknowledges and agrees to be bound by the terms and conditions set forth in this Master Services Agreement.