TELEMITRA INC.

MASTER SERVICES AGREEMENT 

This Master Services Agreement (“Agreement”) is entered into between Telemitra Inc. (“Telemitra,” “we,” or “us”) and the undersigned Customer (“you,” “user,” or “Customer”). This Agreement governs all services, consulting engagements, hosting, hardware sales, automation builds, AI-enabled deliverables, and any related products or support (collectively, “Services”). Together with the applicable Service Order executed by the parties, this Agreement constitutes the entire agreement between the parties.

 

Telemitra may modify this Agreement at its discretion. Continued use of Services after any modification constitutes acceptance. If Customer does not agree to the modified terms, Customer may terminate Services in accordance with the Agreement. A paper copy of the current Agreement is available upon request.

 

BY ACTIVATING OR USING THE SERVICES, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTOOD ITS TERMS IN FULL. YOU WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

 

 

1. SERVICE TERMS

1.1 Terms of Service

(a) Month-to-Month Terms

Unless Section 1.1(b) applies, Services are provided on a month-to-month basis beginning on the activation date. Terms renew automatically each month unless written notice of non-renewal is given at least ten (10) days before the end of the then-current term. You are purchasing Services for full monthly terms. Disconnection prior to the end of a term does not relieve you of charges for that term, including unbilled charges and any applicable termination fees, all of which become immediately due.

 

(b) Term Agreements

Certain products and services are available under fixed-term agreements. The term begins on the date the last billed new service or product is activated, and billing commences at activation unless delayed by circumstances beyond your control, in which case billing begins when the impediment is removed. Term agreements renew automatically for successive periods equal to the initial term unless terminated as follows:

• Either party may terminate at the end of any term or renewal term with at least ninety (90) days prior written notice.
• Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. If we terminate for your breach, you owe 100% of remaining minimum monthly fees for the remainder of the term, all fees accrued to termination, and any damages resulting from the breach.
• You may terminate early without breach, with written notice. Termination takes effect thirty (30) days thereafter, at which time a termination charge equal to 100% of remaining minimum monthly fees, plus all fees accrued to termination, becomes due. Telemitra may permit service reductions without penalty if the reduction results from a change in your business needs and not a shift to a competing provider, where vendor terms allow.

 

1.2 Fair Use

Telemitra reserves the right to review usage across all service plans. You agree to use Services for normal business purposes and will not use methods or equipment to exploit plans through excessive or unintended use. Telemitra may terminate Service immediately upon determining, in its sole discretion, that a plan is being abused.

 

1.3 Prohibited Uses

(a) Unlawful Use

Services and Equipment may only be used for lawful purposes. Telemitra may immediately discontinue Service if it determines that unlawful use has occurred. In that event, all charges through the end of the current term become immediately due. Telemitra may provide relevant communications and identifying information to appropriate authorities and will do so in response to lawful government requests, subpoenas, or court orders, or to prevent imminent harm.

 

(b) Inappropriate Conduct

You may not use Services or Equipment in any manner that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, or invasive of privacy. Telemitra may immediately disconnect Service for such use, with all charges through the end of the term becoming immediately due. Telemitra may refer relevant information to authorities.

 

1.4 Intellectual Property, Marks, and Deliverables

All methodologies, frameworks, templates, workflows, automation pipelines, code, AI models, software, designs, and documentation developed or used by Telemitra in performing Services (“Telemitra Materials”) remain the sole and exclusive property of Telemitra. Upon full payment of applicable fees, Customer receives a non-exclusive, non-transferable, perpetual, royalty-free license to use Deliverables solely for internal business purposes. No Deliverable constitutes work-for-hire and no ownership transfers to Customer unless agreed in a separate signed writing.

 

Telemitra retains the unrestricted right to reuse, adapt, and deploy underlying concepts, designs, code, workflows, and methodologies for other clients or purposes. Deliverables may incorporate third-party components governed by separate license terms; Customer agrees to comply with all such terms.

 

Until fees are paid in full, copyright in all marketing materials created by Telemitra for Customer remains with Telemitra. Each vendor retains all rights in its own products and services. Customer shall not claim ownership of any intellectual property rights in Telemitra Materials or vendor products, and shall not add copyright legends to any such materials.

 

All Telemitra marks, domain names, trade names, logos, and service marks are and remain the exclusive property of Telemitra. Nothing in this Agreement grants Customer any right or license to use Telemitra’s marks or create the impression that any Telemitra mark belongs to or is associated with Customer.

 

1.5 Scope of Service

• Analysis, reports, and presentations included in the Services may not be redistributed or published externally without Telemitra’s prior written consent.
• Services are limited to those expressly defined in applicable Service Orders or Statements of Work. Additional work requires mutual written agreement and may incur additional fees.
• Telemitra may delegate performance of obligations to third parties or affiliated companies, which may discharge those obligations on Telemitra’s behalf. Telemitra remains accountable for such performance.

 

 

2. ARTIFICIAL INTELLIGENCE AND AUTOMATION

2.1 Use of AI Technologies

Customer acknowledges that Telemitra may utilize artificial intelligence, machine learning, and automation tools in performing Services, including but not limited to tools provided by third parties such as Anthropic, OpenAI, and Google.

 

2.2 No Guarantee of AI Accuracy

AI-generated outputs may be incomplete, inaccurate, or biased. All such outputs are provided for informational and operational assistance only and require human review and validation before reliance. Telemitra makes no warranty as to the accuracy or completeness of AI-generated content.

 

2.3 Third-Party AI Providers

Telemitra does not control the data handling, storage, retention, or model training practices of third-party AI providers. Customer acknowledges that data submitted through AI-enabled Services may be processed by third-party systems in accordance with those providers’ policies, which may include data retention or use for service improvement.

 

2.4 Sensitive Data Restrictions

Customer agrees not to submit, and not to require Telemitra to submit, any of the following into AI or automation systems without prior written agreement:

• Protected health information (PHI)
• Payment card information (PCI)
• personally identifiable information except to the extent reasonably necessary for the performance of the Services and appropriate to the Services being provided
• Regulated, legally sensitive, or highly confidential data

 

Where enhanced data protection is required, Telemitra may provide Services using enterprise-grade or controlled environments, subject to separate agreement and additional fees. Customer acknowledges that such environments may provide different data handling characteristics than standard service delivery.

 

 

3. DATA, HOSTING, AND SECURITY

3.1 Data Ownership

Customer retains all ownership rights in Customer Data. Telemitra claims no ownership over Customer Data.

 

3.2 Customer Responsibilities

Customer is solely responsible for:

• The accuracy and legality of all Customer Data
• Maintaining backups of Customer Data unless backup services are explicitly included in a Service Order
• Determining the appropriateness of submitting any data to any system

 

3.3 Security Disclaimer

Telemitra will use commercially reasonable efforts to safeguard Customer Data. Customer acknowledges that no system is completely secure and that Telemitra does not guarantee prevention of unauthorized access, alteration, theft, or destruction of data. Telemitra shall not be responsible for loss of Customer Data except in cases of gross negligence or willful misconduct. Customer further acknowledges that data protection is a shared responsibility and that Telemitra’s obligations are limited to those expressly stated in this Agreement or applicable Service Orders.

 

3.4 Privacy

Telemitra’s Services utilize the public internet and third-party networks. Telemitra is not liable for any lack of privacy experienced in connection with the Services.

 

 

4. CHARGES, PAYMENT, AND TAXES

4.1 Billing

Telemitra bills all charges, taxes, and surcharges monthly in advance, except for usage-based charges billed monthly in arrears. Billing includes activation fees, monthly service fees, usage charges, international charges, advanced feature charges, applicable taxes, disconnection fees, and shipping and handling. Introductory pricing is subject to change at Telemitra’s discretion. Any hourly services are billed in 15-minute increments unless otherwise specified in the Service Order. Telecom usage is billed in increments rounded up to the nearest minute.

 

4.2 Billing Disputes

You must notify Telemitra in writing within thirty (30) days of receiving a statement if you dispute any charge. Failure to do so constitutes a waiver of that dispute. Send notices to: Telemitra Inc., 422 N Oak Ave, Pitman NJ 08071.

 

4.3 Payment and Collection

Payment is due upon receipt. Late payments accrue interest at 1.5% of the unpaid balance per month. If Service is disconnected, you remain liable for all charges and all costs Telemitra incurs in collection, including collection costs and attorney fees.

 

4.4 Disconnection

Telemitra reserves the right to suspend or discontinue Services at any time. If Telemitra discontinues Service without stated reason, you are responsible only for charges accrued through the disconnection date. If Service is disconnected due to your breach, all charges through the end of the term become immediately due. Telemitra will provide ten (10) days advance notice before discontinuing Service except for non-payment, which requires no advance notice. Telemitra may pursue collection and report to credit bureaus for unpaid balances on disconnected accounts.

 

4.5 Taxes

Customer is responsible for all applicable taxes, surcharges, and fees assessed by any government authority in connection with Services or Equipment. These are in addition to service charges. If Telemitra fails to include a tax in an original invoice, Customer remains liable. To claim tax exemption, Customer must provide a valid exemption certificate before the exemption takes effect.

 

 

5. ADVISORY AND CONSULTING SERVICES

5.1 No Guarantee of Outcomes

Telemitra provides advisory, consulting, and implementation Services based on experience and available information. Telemitra does not guarantee revenue increases, cost savings, operational improvements, or business outcomes of any kind. Customer retains sole responsibility for all business decisions, implementation of recommendations, and reliance on any advice or deliverables.

 

5.2 Third-Party Vendor Recommendations

Where Telemitra recommends, resells, implements, or integrates third-party services, such services are governed by the vendor’s own terms. Telemitra is not responsible for the performance, availability, security, or reliability of third-party services and does not guarantee vendor outcomes. Telemitra does not warrant that any third-party service will meet Customer’s specific requirements or intended use cases. Vendors may change pricing, features, or terms at any time.

 

 

6. LIMITATION OF LIABILITY

6.1 Service Interruptions

Telemitra shall not be liable for any delay or failure to provide Services, or any interruption, degradation, or quality issue resulting from:

• Acts or omissions of underlying carriers, vendors, or other third parties
• Equipment, network, or facility failure, upgrade, modification, shortage, or relocation
• Force majeure events including acts of God, strikes, fire, war, terrorism, or government action
• Loss of power to Customer
• Port blocking or other third-party impediments
• Acts or omissions of Customer or any person using Customer’s Service or Equipment
• Any other cause beyond Telemitra’s reasonable control

 

Telemitra’s aggregate liability for service interruptions shall not exceed the service charges for the affected period.

 

6.2 Liability Cap and Exclusion of Consequential Damages

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION), TELEMITRA’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

IN NO EVENT SHALL TELEMITRA OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES TO ALL CLAIMS INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT, AND ALL OTHER THEORIES.

 

6.3 No Warranties

TELEMITRA PROVIDES ALL SERVICES, CONSULTING, DELIVERABLES, AI OUTPUTS, MARKETING MATERIALS, PLATFORMS, AND TECHNICAL SUPPORT “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. TELEMITRA DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM LOSS OF CONTENT OR DATA. DISSATISFACTION WITH ANY TELEMITRA DELIVERABLE DOES NOT RELIEVE CUSTOMER OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

 

6.4 No Third-Party Beneficiaries

Nothing in this Agreement creates rights, remedies, or claims for any person or entity not a party to this Agreement.

 

 

7. INDEMNIFICATION

7.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Telemitra, its officers, directors, employees, affiliates, agents, and any vendors or service providers furnishing services to Customer, from and against all proceedings, claims, losses, damages, fines, penalties, costs, and expenses (including attorney fees) arising from or related to:

• Customer’s violation of the rights or licenses granted in this Agreement
• Any acts or omissions of Customer or Customer’s users
• Customer’s misrepresentations regarding Telemitra, its products, vendor products, or this Agreement
• Any content transmitted by Customer or any person using Customer’s Service

 

7.2 Indemnification Procedure

The party seeking indemnification must provide prompt written notice of any claim. The indemnifying party has the right to control the defense, provided it keeps the indemnified party informed and does not settle any criminal claim or claim involving an admission of wrongdoing without the indemnified party’s written consent. The indemnified party may participate in defense at its own expense.

 

7.3 Survival

The following provisions survive termination or expiration of this Agreement: payment obligations, intellectual property, limitation of liability, indemnification, confidentiality, non-disparagement, and any other provisions that by their nature should survive.

 

 

8. CONFIDENTIAL INFORMATION

8.1 Definition

“Confidential Information” means any information disclosed by either party that the receiving party knows or reasonably should know is proprietary or confidential, including user IDs and passwords providing access to any Telemitra, vendor, or supplier platform. It does not include information that is publicly available through no fault of the receiving party, or that the receiving party developed independently from sources free of any confidentiality obligation.

 

8.2 Obligations

The receiving party will use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement. During the term and thereafter, the receiving party will safeguard Confidential Information using at least the same care it uses for its own confidential information, but no less than reasonable care. Disclosure is limited to employees and professional advisors who need it to carry out this Agreement.

 

The receiving party will not copy Confidential Information without prior written authorization. If required by law to disclose Confidential Information, the receiving party will notify the disclosing party in advance, cooperate in seeking protective measures, and make disclosure in a manner that maximizes protection.

 

8.3 Return

Upon expiration or termination of this Agreement, the receiving party will immediately cease use of and return or certify destruction of all Confidential Information.

 

 

9. NON-DISPARAGEMENT

Both parties agree not to make any statements, written or oral, that defame, disparage, or criticize the personal or business reputation, practices, or conduct of the other party, its employees, directors, or officers. This obligation applies to public statements and communications intended for external audiences, including social media, media publications, and public speaking.

 

Exceptions: This obligation does not apply to truthful statements made in compliance with legal requirements or as part of legal proceedings or regulatory investigations, nor to internal communications made in the ordinary course of business.

 

This non-disparagement obligation survives for two (2) years following termination of this Agreement or discontinuation of Services, whichever is later. Breach entitles the non-breaching party to all available remedies at law or equity, including injunctive relief and damages.

 

 

10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement, together with all applicable Service Orders and fee schedules, constitutes the entire agreement between the parties and supersedes all prior statements, understandings, commitments, and representations regarding the subject matter.

 

10.2 Severability

If any provision of this Agreement is found invalid or unenforceable, all remaining provisions remain in full force.

 

10.3 Disputes and Governing Law

The parties agree to attempt good-faith resolution through executive escalation prior to initiating formal proceedings. Both parties waive the right to jury trial in any civil action or proceeding arising under this Agreement. Disputes that cannot be resolved through good-faith negotiation or counsel discussions shall be submitted to non-jury trial in Delaware.

 

10.4 Export Controls

Customer agrees to comply with all applicable export and import laws and regulations, including the U.S. Export Administration Act and related regulations. Customer acknowledges that certain products, software, and technology provided under this Agreement may not be used in or accessed by nationals of Cuba, Iran, North Korea, Sudan, Syria, or other sanctioned or embargoed countries.

 

10.5 Acceptable Use

Customer agrees to Telemitra’s Acceptable Use Policy, available on Telemitra’s website, which is incorporated by reference. Services are purchased for business purposes.

 

10.6 Third-Party Platform Terms

Where applicable, Customer consents to Pax8 terms and conditions available at http://pax8.com/terms. Where Telemitra accepts a third-party agreement on behalf of Customer, Customer agrees to be bound by that agreement as if Customer had agreed directly.

 

10.7 Subcontractors

Telemitra may delegate performance of its obligations to third parties at its discretion. Telemitra remains accountable to Customer for the performance of any delegated obligations.

 

10.8 Letter of Authorization

Customer appoints Telemitra as its authorized agent for all matters pertaining to providing the Services, including activation, porting, disconnection, editing, and transferring service, resolving technical issues, and managing directory listings. Customer authorizes Telemitra and its agents and vendors to perform technical support services as applicable.

 

10.9 Electronic Signatures and Records

By clicking “I Agree” or “I Accept,” Customer confirms that it has read and understood the Agreement and any applicable policies, intends to be bound by the transaction, and is capable of printing or storing electronic records of transactions, including this Agreement.

 

10.10 Interpretation

Both parties have had the opportunity to seek legal counsel prior to signing. This Agreement shall not be construed more strongly against either party.

 

10.11 No Insurance

Customer acknowledges that Telemitra is not an insurer and does not provide insurance coverage of any kind, including coverage for cybersecurity incidents, data loss, business interruption, or any other risk. Customer is responsible for maintaining appropriate insurance coverage for its own operations.

 

10.12 Assignment

Customer may not assign this Agreement or any rights or obligations under it without Telemitra’s prior written consent, which shall not be unreasonably withheld. Telemitra may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to Customer. Any purported assignment in violation of this section is void.

 

10.13 No Service Level Commitments

Unless expressly stated in a Service Order, Telemitra does not provide guaranteed service levels, uptime commitments, or response time obligations. Telemitra will use commercially reasonable efforts to deliver Services in a timely and professional manner. This applies to all hosting, automation, AI-enabled, and consulting services.

 

10.14 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, utility failures, internet or telecommunications outages, or actions of government or regulatory authorities. The affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice without liability for the termination itself.

 

10.15 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf, except as expressly stated in this Agreement. This clause does not limit the Letter of Authorization granted in Section 10.8, which is a limited agency appointment for the specific purposes described therein.

 

Telemitra Inc. | 422 N Oak Ave, Pitman NJ 08071