Last updated date: December 21, 2022

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY SIGNING THE STATEMENT OF WORK, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU SIGN THE STATEMENT OF WORK ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH CALLPURITY OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

THESE TERMS AND CONDITIONS (the “Terms”) apply to the purchase and sale of services through Callpurity.com (the “Site”). These Terms are the only terms that govern the provision of Services by Callpurity LLC, located at 109 East 17th Street, Suite 480, Cheyenne, WY 82001 (“Callpurity”), to the Corporation, limited liability company, or other entity listed in the Order Confirmation (“Client”). Each of Client and Callpurity may also be referred to herein individually as a “Party” and collectively as the “Parties”. 

These Terms are subject to change by Callpurity without prior written notice at any time, in Callpurity’s sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any Services that are available through this Site. Your continued use of the Services or this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Website Terms of Use that apply generally to the use of the Site.

1.      ORDER ACCEPTANCE; ENTIRE AGREEMENT. Client agrees that by signing the statement of work, Client is accepting Callpurity’s offer to provide Services under the Statement of Work and these Terms. As a condition precedent to providing Services, Client must be accepted by United States cellular service providers for the Services, in the event that Client is not accepted Callpurity will not be obligated to provide the Services to Client. Callpurity, in its sole and absolute discretion, may accept or decline Services, even after Client has been provided a Statement of Work.

The accompanying Statement of Work (the “Statement of Work”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between Client and Callpurity, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Statement of Work, these Terms shall govern.

2.     SERVICES.

1. 1. 1. Callpurity shall provide the Services to Client as described in the Statement of Work (the “Services”) in accordance with these Terms.
      2. Callpurity shall designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions: (a) a primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Callpurity Contract Manager”); and (b) a number of employees or agents that it deems sufficient to perform the Services (collectively, with the Callpurity Contract Manager, the “Provider Representatives”).
      3. Callpurity shall make no changes in the Provider Representatives, except following notice to Client, or upon the resignation, termination, death, or disability of an existing Provider Representative.
      4. All Services performed hereunder and any items resulting therefrom shall be solely for Client’s use and benefit. This Agreement does not create a relationship between Callpurity and any person or party other than Client, and is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the Services. 
      5. Client shall cooperate with Callpurity in the performance of the Services, including: designating one of its employees or agents to serve as its primary contact with respect to matters pertaining to this Agreement (the “Client Contract Manager”), with such designation to remain in force unless and until a successor Client Contract Manager is appointed; requiring the Client Contract Manager respond promptly to any reasonable requests from Callpurity for instructions, information, or approvals required by Callpurity to provide the Services; cooperate with Callpurity in its performance of the Services and provide access to Client’s premises, employees, contractors, and equipment as required to enable Callpurity to provide the Services; and take all steps necessary, including obtaining any required licenses or consents to prevent Client-caused delays in Callpurity’s provision of the Services.
      6. Callpurity is entitled to rely on and assume, without independent verification, that all representations, assumptions, information and data supplied by Client are complete and accurate. Callpurity will not otherwise verify the accuracy or completeness of the data that Client submits.

3.      FEES.

1. 1. 1. In consideration of the provision of the Services by Callpurity and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the applicable Statement of Work. Payment to Callpurity of such fees and the reimbursement of expenses pursuant to this Section 3 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee shall be paid within fifteen (15) days of receipt by the Client of an invoice from Callpurity.
      2. Client shall reimburse Callpurity for all reasonable expenses incurred in accordance with the applicable Statement of Work within five (5) days of receipt by the Client of an invoice from Callpurity.
      3. Client shall be responsible for all sales, use, and excise taxes and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; and to the extent Callpurity is required to pay any such sales, use, excise, or other taxes or other duties or charges, Client shall reimburse Callpurity in connection with its payment of fees and expenses as set forth in this 3. Notwithstanding the previous sentence, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Callpurity’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
      4. Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of 1.5% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Callpurity for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Callpurity does not waive by the exercise of any rights hereunder), Callpurity shall be entitled to suspend the provision of any Services if the Client fails to pay any fees when due hereunder and such failure continues for three (3) days following written notice thereof.

4.     REPRESENTATIONS AND WARRANTIES.

1. 1. 1. Each Party represents and warrants that: (i) it has the right and authority to enter into this Agreement and to comply with and perform its obligations hereunder; and (ii) it has not entered into any other agreement(s) inconsistent with its performance under this Agreement.
      2. Callpurity also represents and warrants that it shall: perform the Services in accordance with the terms and subject to the conditions set out in this Agreement and in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services; and use personnel of commercially reasonable skill, experience, and qualifications.
      3. Callpurity’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of the warranties in this Section 4 shall be as follows: (i) Callpurity shall use reasonable commercial efforts to cure any such breach, provided, that if Service Provider cannot cure such breach within a reasonable time (but no more than 30 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 5(b); (ii) in the event the Agreement is terminated pursuant to this Section 4(c), Callpurity shall within 30 days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for the Services or Deliverables (as defined in Section 8 below), less a deduction equal to the fees for receipt or use of such Deliverables or Services up to and including the date of termination on a pro-rated basis; and (iii) the foregoing remedy shall not be available unless Client provides written notice of such breach within 3 days after delivery of such Services or Deliverables to Customer.
      4. CALLPURITY MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN THIS SECTION 4. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INLCUDING WITHOUT LIMITATION ANY IMPLIED WARRANTYIES OF CONDITION, MERCAHNTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CALLPURITY, ITS OWNERS, MEMBERS, EMPLOYEES, OR CONSULTANTS SHALL CREATE A WARRANTY AND CLIENT MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

5.     AGREEMENT TERM.

1. 1. This Agreement shall commence as of the day the Client signs the first Statement of Work (the “Effective Date”) and shall continue thereafter for a period of 1-year (the “Initial Term”), unless sooner terminated pursuant to this Section 5. Upon expiration of the Initial Term, this Agreement shall automatically renew for an additional successive 1-year terms unless either party provides written notice of nonrenewal at least 30-days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Agreement Term”).
   2. Either party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: (i) materially breaches this Agreement and the Defaulting Party does not cure such beach within thirty (30) days after written notice of such breach, or such material breach is incapable of cure; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) business days after filing; (iv) is dissolved or liquidated or takes any corporate action for such purpose; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 
   3. Callpurity may terminate this Agreement at any time and at its discretion, effective upon notice to the Client. 
   4. The rights and obligations set forth in this Section 5(d) and in Sections 3, 4, 6, 8, 9(i), 9(j), and 9(k) and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 7 hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or the Receiving Party’s Group.

6.     LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Services to both the Client and Callpurity, the risks have been allocated such that Client agrees, to the fullest extent permitted by law, to limit the liability of Callpurity and Callpurity’s member(s), owner(s), director(s), officer(s), partner(s), employees, consultants, and advisors (collectively, the “Callpurity Parties”) as set forth in this Section.

1. 1. IN NO EVENT SHALL CALLPURITY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CALLPURITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
   2. IN NO EVENT SHALL CALLPURITY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE (1) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CLIENT TO CALLPURITY IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.     CONFIDENTIAL INFORMATION. 

1. 1. 1. From time to time during the Term of this Agreement, Callpurity (as the “Disclosing Party”) may disclose or make available to the Client (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this 11; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. 
      2. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 7 and Section 5(d) only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors. 

8.     INTELLECTUAL PROPERTY. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Callpurity in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”) shall be owned by Callpurity. Callpurity hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, countrywide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.

MISCELLANEOUS.

1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Statement of Work or to such other address that may be designated by the receiving party in writing. Unless otherwise agreed herein, all Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). All Notices shall be deemed to have been delivered (i) on the date personally delivered; or (ii) one week after the date deposited in a receptacle maintained by the United States Postal Service for such purpose, postage prepaid, by certified mail, return receipt requested; (iii) upon receipt, after properly sent by a nationally recognized overnight mail courier (such as Federal Express); or (iv) on the date sent by facsimile or email.
2. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement (including Sections 4, 5, and 6), is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
3. Amendments. No amendment to or modification of or recession, termination, or discharge of the Statement of Work is effective unless it is signed by the Parties. If a Statement of Work is amended, the Effective Date and Agreement Term shall remain the date the first Statement of Work was signed by the Parties. 
4. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
5. Assignment. Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Callpurity. Any purported assignment or delegation in violation of this Section 9(e) shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Callpurity may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Callputiy’s assets without Client’s consent.
6. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
7. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Callpurity shall be under its own control, Client being interested only in the results thereof. The Callpurity shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services.  Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
8. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
9. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, United States of America (including its statutes of limitations and § 685.101, Fla. Stat.), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
10. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Southern District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Southern District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
11. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
12. Counterparts. The Statement of Work may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in 9(a), a Statement of Work delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
13. Force Majeure. Callpurity shall not be liable or responsible to the Client, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Callpurity’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency; and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (ix) other similar events beyond the reasonable control of Callpurity. Callpurity shall notice within thirty (30) days of the Force Majeure Event to the Client, stating the period of time the occurrence is expected to continue. Callpurity shall try to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. Callpurity shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that Callpurity’s failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 9(m), the Client may thereafter terminate this Agreement upon thirty (30) days’ written notice.