This SaaS Subscription Agreement (“Agreement”) is entered into between the applicable WISPGate contracting entity identified in the order form (“Provider”) and the customer identified in the order form (“Customer”). This Agreement, the order form, the SLA, the AUP, the DPA where applicable, and any written statement of work form the complete contract.
Subject to timely payment and compliance with this Agreement, Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right for authorized users to access and use the hosted WISPGate platform for Customer’s internal business operations during the subscription term.
No source code, ownership rights, or unrestricted use rights are transferred.
Service scope may include one or more of the following modules as specified in the order form: Billing Engine, CRM, AAA/RADIUS, OSS and Inventory, Automation, Customer Portal, Integrations, Mobile and 3GPP components, reporting, or related services.
Any feature, module, custom integration, migration effort, consulting deliverable, or implementation step not expressly included in writing is excluded.
Fees may be based on active subscribers, active services, modules, devices, instances, message volumes, support tiers, implementation phases, or another metric defined in the order form. Customer may not evade pricing metrics by technical workarounds, batching, artificial partitioning, hidden usage, or proxy structures.
Provider may suspend any or all services immediately if Customer fails to pay on time, exceeds approved usage, breaches the AUP, causes operational risk, triggers fraud signals, causes security risk, or exposes Provider to legal or regulatory risk. Suspension does not waive any payment obligation.
Implementation and migration support are performed using information, files, exports, credentials, mappings, assumptions, and approvals supplied by Customer. Customer remains fully responsible for validating data, balance mapping, invoice logic, tax logic, service-state logic, and downstream enforcement before go-live.
Provider does not warrant that imported data from legacy systems is accurate, normalized, complete, or ready for production. Provider is not liable for historical data defects, customer non-cooperation, incomplete exports, hidden inconsistencies, or late verification failures.
The services may depend on routers, OLTs, payment providers, clouds, APIs, SMS providers, accounting tools, mail systems, support channels, or other third-party systems. Provider is not liable for third-party outages, rejected transactions, API deprecations, rate limits, inaccurate third-party data, or regulatory restrictions imposed by such third parties.
Customer retains ownership of its customer data. Provider and its subprocessors may process customer data solely to provide, secure, support, maintain, and improve the services as permitted by contract and law. Customer grants Provider the rights necessary to host, transmit, back up, index, transform, and technically process the data for those purposes.
Provider will maintain commercially reasonable security controls appropriate to the service model. Support commitments and service credits, if any, are governed exclusively by the SLA. No oral statements, sales representations, ticket messages, or marketing language modify the SLA unless signed in writing by Provider.
Provider and its licensors own the platform and all related intellectual property. Customer feedback may be used by Provider without restriction or compensation. Customizations, templates, workflows, configuration logic, scripts, and derivative materials created by Provider remain Provider property unless a signed contract explicitly states otherwise.
Each party receiving confidential information from the other shall protect it using at least reasonable care and shall use it only for contract purposes. Confidential information does not include information that becomes public without breach, was already lawfully known, is independently developed without use of the other party’s confidential information, or is lawfully received from a third party without duty of confidentiality.
Except as expressly stated in a signed contract, the services are provided “as is” and “as available.” Provider disclaims all implied warranties. Customer acknowledges that telecom and billing operations involve risk, third-party dependencies, timing variances, state mismatches, and operational consequences that cannot be eliminated entirely by software.
Provider’s aggregate liability under this Agreement is limited to the recurring subscription fees actually paid by Customer to Provider in the thirty (30) days preceding the event giving rise to the claim. Under no circumstance will Provider be liable for customer churn, lost collections, failed activations, service downtime outside Provider control, data correction effort, business interruption, or indirect, special, incidental, consequential, exemplary, or punitive damages.
Customer shall defend, indemnify, and hold harmless Provider from claims, penalties, fines, losses, and costs arising from Customer data, subscriber conduct, consumer disputes, unauthorized surveillance, unlawful messaging, telecom non-compliance, fraud, billing practices chosen by Customer, misuse of the services, or Customer’s breach of this Agreement.
The subscription term begins on the start date in the order form and renews automatically for successive billing terms unless either party gives non-renewal notice as stated in the order form. Provider may modify pricing for renewal terms on prior notice where permitted by contract.
Provider may terminate immediately for non-payment, repeated abuse, security risk, insolvency risk, unlawful use, or material breach. Customer may terminate only as permitted in the order form or a signed written agreement. Early termination does not entitle Customer to refund of prepaid amounts unless mandatory law requires otherwise.
Customer must request and complete data export within the retention period stated in the Data Retention Policy. After that period, Provider may permanently delete customer data without further obligation.
This SaaS Subscription Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties (including any non-contractual claims) (collectively, “Disputes”) shall be governed by and construed in accordance with the laws of the State of Louisiana, United States of America, without regard to its conflict of laws principles. The parties agree that, prior to initiating any formal legal proceedings, they shall attempt in good faith to resolve any Dispute through informal negotiations. If the Dispute is not resolved within thirty (30) days from the date written notice of the Dispute is given, the Dispute shall be finally resolved by binding arbitration. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) in effect at the time of the Dispute. The arbitration shall be conducted by a single arbitrator, in the English language, and the seat and venue of arbitration shall be Louisiana, United States of America. The arbitrator shall have exclusive authority to resolve any Dispute, including any question regarding the existence, validity, or termination of this Agreement. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or permanent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or other proprietary rights, without the requirement to post bond or prove actual damages. To the fullest extent permitted by applicable law, the parties hereby waive any right to a trial by jury in any proceeding arising out of or relating to this Agreement.
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