Terms Of Service

THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO AND CONTROL ANY
PERSON AND/OR ENTITY (HEREINAFTER THE “CUSTOMER”) ORDERING, HAVING ACCESS
TO, AND/OR USING THE SERVICE(S) DESCRIBED HEREIN. BY SUBMITTING A SERVICE
ORDER FORM, AND/OR ACCESSING AND/OR USING THE SERVICE(S), CUSTOMER
ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE, IS AGREEING TO ALL
THE TERMS AND CONDITIONS HEREIN, AND CONSENTS TO BE BOUND BY AND BECOME
A PARTY HERETO. SHOULD CUSTOMER NOT AGREE TO OR BE ABLE TO COMPLY WITH
ANY OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, CUSTOMER SHALL
IMMEDIATELY CEASE ANY USE OF THE SERVICE(S) OR TERMINATE THE
REGISTRATION/ORDER PROCESS. CUSTOMER SHALL BE RESPONSIBLE FOR THE ACTS
AND OMISSIONS OF ANY THIRD PARTY TO WHICH CUSTOMER PERMITS ACCESS TO OR
USE OF THE SERVICES AND EQUIPMENT DESCRIBED HEREIN (ďCUSTOMERíS USERSĒ),
AND SUCH ACCESS OR USE SHALL BE DEEMED THAT OF CUSTOMER. AS USED HEREIN
WITH RESPECT TO VOIP INNOVATIONS LLC, A SANGOMA COMPANY, (ďPROVIDERĒ),THE
TERM ďAFFILIATE(S)Ē SHALL INCLUDE ANY ENTITY THAT IS OWNED BY OR UNDER
COMMON OWNERSHIP WITH, OR IS MANAGED BY THE PROVIDER OR UNDER COMMON
MANAGEMENT WITH THE PROVIDER.

  1. THE SERVICE.
    (a) General Description. The Services consist primarily of Voice over Internet Protocol services, which
    may be offered by VoIP Innovations LLC, a Sangoma company, (ďProviderĒ) in a variety of forms and
    packages (each being a “Service” and collectively being the “Services”). The Service(s) shall consist of a
    combination of software solutions, products, networks, services and hosting facilities (the “Network”),
    components of which Provider has been granted access and/or licenses to by third party licensors,
    suppliers, vendors, and subcontractors (“Third Party Vendors”). In no event shall Provider’s use of, or
    contractual arrangement with any Third Party Vendors create any agency, employment, joint venture,
    partnership, representation or fiduciary relationship, and neither Provider nor its Third Party Vendors
    shall have the authority to create any obligation on behalf of the other.
    (b) Non-Regulated Provider. The Customer acknowledge that Provider is not a regulated carrier and
    does not provide telecommunications services or other regulated services. Rather, Provider provides
    management services whereby Provider arranges for Third Party Vendors, including certificated
    carriers, to provide the underlying services. In addition, different regulatory treatment may be applied
    to all or aspects of the Service(s) than is applied to other telecommunications services, which may
    affect Customer’s rights before regulatory agencies and other governmental bodies.
    (c) Fees. Rate Decks establish the Fees of certain of the Services. Customer is responsible to select a Rate
    Deck that is appropriate for the Customer’s needs from the available Rate Decks. Customer agrees that
    Customer is responsible, and not Provider, for the selection of a Rate Deck and Customer is responsible,
    and not Provider, for any cost associated with selection or non-selection of any Rate Deck. In addition,
    certain fees and charges associated the Service(s) shall be set forth within each Service’s respective
    Order Form, other fee schedules, these Terms of Service and/or other policies and/or rate decks
    furnished by Provider from time to time, all of which may be amended by Provider in its sole discretion.
    Provider will reasonably try to provide customer with notice of any rate or fee increases; however,
    Provider reserves the right to modify any fees and/or rates without notice.
    (d) Modifications to Service. Provider and any Third Party Vendor may modify, expand, decrease,
    improve, maintain and/or repair the Service(s) or Network at any time and without liability to the
    Customer or any third party although such process may require a suspension of Service(s) or increased
    rates.
    (e) Compatibility. Traffic carried by the Service(s) must be IP originated. Customer acknowledges and
    agrees that the Service(s) may not be compatible with all communication equipment.
    (f) Power Outages. The Service does not function in the event of power failure. Should there be a power
    interruption in the power supply, the Service will not function until power is restored. A power failure or
    disruption may require that Equipment be reset or reconfigured prior to utilizing the Service. Power
    disruptions or failures will also prevent dialing to emergency service numbers including any 911 calling
    feature that may be activated in or accessed by the Service.
    (g) Non-Supported Calling. Provider does not support 0+ calling (including without limitation collect or
    third party billing), 900 and 976 calls, and 10-10 “dial-around” calls. The Service(s) may not support
    311, 411, 511 and/or other x11 services in some or all Service areas. Customer understands and
    acknowledges that access to the aforementioned functionality is not part of the Service(s).
    (h) Short Message Service (SMS). Customer may purchase SMS Services from Provider (the “SMS
    Services”) for person to person inbound and outbound text messaging. Customer shall at all times
    comply with laws and regulations governing the use of SMS Services including those that control use of
    SMS for marketing or solicitation purposes. Provider will deliver SMS messages to the best of its ability
    but does not guarantee that any message sent via the SMS Services will reach the intended recipient.
    SMS messages are delivered in plain text and are not secured. Customer
    accepts responsibility for, and Provider accepts no responsibility for, any SMS message communicated
    via the SMS Services, including any message that is received by a party other than one intended by the
    sender.
    (i) Call Failover Service. Customer may purchase Call Failover Service, whereby an unanswered call is
    to be forwarded to a secondary Customer selected number. Provider does not guarantee that any call
    acted upon by the Call Failover Service will reach the secondary number selected by Customer. The Call
    Failover Service is only to be used in the case of a temporary failure that prevents delivery of the call to
    the target number. Customer agrees not to provide a Call Failover number that has not been issued to
    Customer for its own use. Customer is responsible to provide the secondary number to Provider. Provider
    accepts no responsibility for any calls that are forwarded to a party other than Customer.
    (j) Fax to Email Service. If Customer purchases Fax to Email Service from Provider, facsimiles
    received at the number designated for Fax to Email Service will be converted to emails and delivered to
    Customer in an unsecured email format. Accordingly, Customer should not receive sensitive documents
    via the Fax to Email Service and accepts responsibility for all communications received via the Fax to
    Email Service. Provider accepts no responsibility for any communication that is accessed by an
    unintended third party or for any communication or lack of communication that uses or attempts to use
    the Fax to Email Service. Provider does not guarantee that any fax sent to the Fax to Email Service will
    be properly converted to email and does not guarantee that any fax sent to the Fax to Email Service will
    be delivered to the Customer
    (k) Email to Fax Service. If Customer purchases Email to Fax Service from Provider, emails sent from
    the number designated for Email to Fax Service will be converted to facsimiles and delivered to a
    Customer designated facsimile number in an unsecured format. Accordingly, Customer should not send
    sensitive documents via the Email to Fax Service. Provider accepts no responsibility for any
    communication that is accessed by an unintended third party or for any delivery, mis-delivery, or nondelivery
    of a communication that uses or attempts to use the Email to Fax Service. Provider
    does not guarantee that any fax sent to the Fax to Email Service will be properly converted to email and
    does not guarantee that any fax sent to the Fax to Email Service will be delivered to Customer. Customer
    agrees not to use the Email to Fax Service to send advertisements or solicitations of any kind in a manner
    prohibited by law. Customer agrees to use the Email to Fax Service only to a communication to a single
    recipient known to the sender each time the Email to Fax Service is used.
    (l) International Voice Termination. If Customer purchases International Voice Termination Service
    from Provider, rates shall be as set forth in the Rate Deck or Rate Decks offered by Provider for such
    Services. International Services and rates that Provider will charge Customer are subject to change with
    or without notice. Provider does not guarantee international call delivery and may block routes it
    determines may be improperly using the Services at any time.
    (m) Hosted Billing Services. If Customer purchases hosted billing Services, such Services shall be
    provided primarily by Third Party Providers. Use of such Services does not relieve Customer of
    responsibility for the preparation, content, accuracy (including computational accuracy), and review of
    tax calculations or returns prepared by Customer while using the Services. Customer will neither inquire
    nor rely upon Provider for any tax, accounting, legal or other professional or expert advice of any kind.
    Customer will comply with all State electronic filing regulations as shall be in effect from time to time.
    Customer is solely responsible for providing all complete, correct and necessary information directly to
    taxing authorities. Provider cannot guarantee that taxing authorities will accept all returns. Customer is
    fully and solely responsible for: (i) use of the Services; (ii) all results obtained from the Services; (iii)
    selecting, obtaining and maintaining all hardware, software, computer capacity, Internet service, program
    and system resources and other equipment and utilities needed for access to and use of the Services, and
    for all costs associated therewith; and (iv) selection, use of, and results obtained from any other programs,
    computer equipment or services used with the Product.
    (n) Voice Response Services for Toll Free Services. In the event an inbound Toll Free Call is sent to
    Customer and such call is not accepted by Customerís equipment or such equipment is unable to
    complete the call for any reason, Customer shall be responsible for any and all surcharges levied onto
    Customer by Provider for such incomplete call. In attempt to assist Customer to avoid such surcharges,
    Provider will automatically provide Customer Voice Response Services (ďCVRSĒ) designed to redirect
    incomplete Toll-Free Calls to Providerís Voice Response platform, which will complete the call and
    provide an automated voice message. The CVRS is not a message recording system and the sender of the
    call will not be able to leave a message or interact with the platform in anyway. The sender of the call will
    receive an automated message that generally indicates that the call is not able to be completed at this time.
    Unless notice is provided to the contrary, CVRS will be provided at no cost to Customer. Customers may
    opt out of the Toll-free CVRS at any time by using the Back Office Settings Page. Provider reserves the
    right to stop providing CVRS to Customer at any time for any or no reason. Provider does not make, nor
    does it intend to make, representations or warranties with respect to the Toll-free CVRS, including any
    representation that the CVRS will work in every event or error free. Customers shall remain responsible
    to complete inbound traffic to any Toll Free number associated with their account, and in the event the
    CVRS is not able to complete a call for any reason, Customers shall remain responsible for any and all
    surcharges associated with incomplete the call.
    (o) Activity. Customer agrees it is responsible to pay for any and all activity related to the Services
    purchased by Customer, including all international calls made from any IP address Customer has
    registered with Provider. Customer agrees that Provider shall have the right to, temporarily or
    permanently, at Provider’s sole discretion, immediately terminate Customer Services or any
    communication if suspicious activity occurs. Examples of suspicious activities include, for example, any
    communication lasting more than thirty (30) minutes and excess daily usage, as determined by
    Provider. The above shall in no way limit other Rights of Provider with respect to prohibited activities or
    otherwise under law or equity. Customer acknowledges that Provider may institute mandatory DID
    ownership minimums of 30, 60, or 90 days (ďDID Ownership MinimumĒ) for DIDs based out of North
    America (US/CA) if Customerís average DID ownership does not exceed 30 days. Attempts to cancel
    service or port numbers away from Providerís network prior to the expiration of the DID Ownership
    Minimum period will result in the balance due being accelerated and due immediately. The process for
    determining the specific amount of time for the DID Ownership Minimum (meaning, 30, 60, or 90 days)
    depends on several factors, including, but not limited to: (1) the purpose/use of the DIDs; (2) the monthly
    spending of the account; and (3) the DID purchase/release volume. Average ownership is measured by
    determining the start dates with Provider of each individual DID on the account (whether purchased or
    ported) and calculating the average from this data.
    (p) International DIDs. Due to international regulations and/or policies of Third Party Vendors,
    Customer is required to provide End User information for each international DID you purchase,
    whether such End User is Customerís User or a down steam End User. DIDs may not be activated unless
    and until End User information is verified as being true and accurate. Customer is solely responsible for
    providing and maintaining true and accurate End User Information. Any attempt to purchase an
    international DID using a United States domestic address will be rejected. The information Customer
    provides will be forwarded to our international ULC and kept on file by them as required by local
    authorities. Customer shall receive authorization from each End User that allows
    Provider to forward the End Userís information to Third Party Vendors and relevant Authorities.
  2. E-911
    PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE SERVICE(S)
    Enhanced 911 Versus Basic or Limited E911.
    Providerís 911 dialing (“911 Dialing”) is different from traditional 911 service. Providerís customers have
    access to either basic 911 or Enhanced 911 (“Enhanced E911”) service, depending on the capability of their
    emergency center.
    ē Enhanced E911 Service. With Enhanced E911 service, when you dial 911, your telephone number
    and registered address is simultaneously sent to the local emergency center assigned to your
    location, and emergency operators have access to the information they need to send help and call
    you back if necessary.
    ē Basic and Limited E911 Service. Customers in locations where the emergency center is not
    equipped to receive, capture or retain your telephone number and/or address have basic 911 or
    limited E911. With basic 911 or limited E911, the local emergency operator answering the call may
    not have your call back number or your exact location, so you must be prepared to give them this
    information. Until you give the operator your phone number, he or she may not be able to call you
    back or dispatch help if the call is dropped or disconnected, or if you are unable to speak.
    As additional local emergency centers upgrade to Enhanced E911 and become capable of receiving all of
    our customers’ information, Provider will automatically upgrade customers with basic or limited 911 to
    Enhanced E911 service. Provider will not give you notice of the upgrade.
    By using Provider’s service, you authorize Provider to disclose your telephone number, name and address to
    third-parties involved with providing 911 Dialing to you, including, without limitation, call routers, call
    centers and local emergency centers.
    You Must Notify All Users That 911 Dialing is Different Than Traditional 911 Service.
    You should inform all employees, guests and other third persons who may be present at the physical
    location where you utilize Providerís service of the important differences in and limitations of Providerís
    911 Dialing as compared with basic 911 or Enhanced E911. The documentation that accompanies the
    Services will include instructions for obtaining a label that details the potential non-availability of basic 911
    or Enhanced E911 (the “911 Label”). It is your responsibility, in accordance with the instructions that
    accompany the Service, to place the 911 Label on each device that you use with the Service. 911 Labels
    may be obtained by visiting https://www.sangoma.com/content-library/dcs-e911-labels . Do not block the
    telephone number on the handset when dialing 911.
    You Must Register the Location of Your Physical Address.
    For each phone line and telephone number that you utilize with the Providerís service, you must register
    with Provider the physical location (including floor and suite number) where you will be using the
    Providerís service with that phone number. You can complete the registration of your initial location by
    using the onboarding wizard, which you will gain access to as part of subscribing to Providerís service. It is
    incumbent on you to confirm the accuracy of your physical address. If you have any changes to the physical
    location where you are using a phone number with Providerís service, you must notify us immediately by
    completing the form available at https://www.sangoma.com/support/e911. Provider is providing a VoIP
    Trunking solution for businesses intended strictly for use at the physical address of the business. Users who
    are residential users or who have nomadic equipment or phones where the calling location changes as the
    device used with the Service moves to another location may not use Providerís service. If you are a
    residential user or nomadic user who attempts to make unauthorized use of Provider’s service from the new
    location, 911 calls made will be sent to an emergency center near your old address. If Customer fails to
    provide an accurate physical address or fails to provide any address at all and dials 911, Provider reserves
    the right to charge Customer up to $80.00 per call.
    Outages May Disrupt Providerís Service and/or E911 Dialing.
    ē Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event
    of a power failure or disruption. If there is an interruption in the power supply, the Providerís
    service, including 911 Dialing, will not function until power is restored. Following a power failure
    or disruption, you may need to reset or reconfigure the device used with the Service prior to
    utilizing the Providerís service, including 911 Dialing.
    ē Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband
    Service or Internet Service Provider (“ISP”) Service. Service outages or suspensions or
    disconnections of service by the underlying broadband provider or ISP will prevent all Providerís
    service, including 911 Dialing, from functioning.
    ē Service Outage Due to Disconnection of Your Provider Account. Service outages due to
    disconnection of your account will prevent all Providerís service, including 911 Dialing, from
    functioning.
    ē Service Outages Due to Customer Premise Equipment, ISP or Broadband Provider Blocking
    of Ports or Other Acts. Your Firewall, ISP, broadband provider or other third party may
    intentionally or inadvertently block the ports over which the Providerís service is provided or
    otherwise impede the usage of the Providerís service. If you suspect this has happened to you, you
    should alert us to this situation, and we will work with you to attempt to resolve the issue. During
    the period that the ports are being blocked or your Providerís service is impeded, your Providerís
    service, including 911 Dialing, may not function. You acknowledge that Provider is not responsible
    for the blocking of ports by any firewall or third party or any other impediment to your usage of the
    Providerís service, and any loss of Providerís service, including 911 Dialing, which may result. In
    the event you lose service as a result of blocking of ports or any other impediment to your usage of
    the Provider service, you will continue to be responsible for payment for the Provider service
    charges unless and until you disconnect the Providerís service in accordance with the terms of your
    written agreement with Provider covering the Providerís services.
    ē Other Service Outages. If there is a service outage for any reason, such outage will prevent all
    Providerís service, including 911 Dialing, from functioning. Such outages may occur for a variety
    of reasons, including, but not limited to, those reasons described elsewhere in this policy.
    Network Congestion May Reduce Speed of Routing or Answering 911 Dialing Calls.
    There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911
    Dialing call made utilizing the Providerís service as compared to traditional 911 dialing over traditional
    public telephone networks.
    Changes to Your Address or Use of a Non-Native Number May Cause Delays in Assistance.
    Address changes through the process described in paragraph 4 above require processing, and delays in
    updating your new address in an applicable automatic location information (ALI) database may impair or
    restrict the ability of emergency personnel to help you. You should allow at least 12-24 hours for the ALI
    database to update before your new address will be available to emergency personnel, where available. In
    addition, if you move to a location that uses a different area code, exchange or other number system from
    the telephone number that has been assigned to you, processing your emergency call may be delayed by a
    local emergency center.
    Disclaimer of Liability and Indemnification.
    Provider does not have any control over whether, or the manner in which, calls using Provider’s 911 Dialing
    service are answered or addressed by any local emergency response center. Provider disclaims any and all
    responsibility for the conduct of local emergency response centers. Provider relies on third parties to assist
    it in routing 911 Dialing calls to local emergency response centers. Provider disclaims any and all liability
    or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous
    result. None of Provider, its affiliates, or any of their partners, shareholders, members, directors, managers,
    officers, employees or agents may be held liable for any claim, cause of action, damage, loss, liability,
    expense, cost, fee, charge, or penalty, and by using the Providerís service you hereby waive any and all such
    claims, causes of action, damages, losses, liabilities, expenses, costs, fees, charges, or penalties, arising from
    or relating to Providerís 911 Dialing service unless such claims, causes of action, damages, losses,
    liabilities, expenses, costs, fees, charges, or penalties arose solely from Providerís gross negligence or
    willful misconduct. You shall defend, indemnify, and hold harmless Provider, its affiliates, all of their
    partners, shareholders, members, directors, managers, officers, employees and agents, and any other service
    provider who furnishes services to you in connection with the Providerís service, from any and all claims,
    causes of action, damages, losses, liabilities, expenses, costs, fees, charges, or penalties (including, without
    limitation, attorneys’ fees) by, or on behalf of, you or any third party relating to the absence, failure or
    outage of the Providerís service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the
    inability of any user of the Providerís service to be able to use 911 Dialing or access emergency service
    personnel.
    You May Want to Make Alternate 911 Arrangements or Choose Not to Use Providerís Service.
    If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an
    alternate means of accessing traditional 911 or E911 services or disconnecting the Providerís service.
    Direct Access to 9-1-1 Service Required
    A law called ďKariís LawĒ is effective at the federal level and there are also certain state Kariís law
    requirements. These state laws require Provider to provide our Oklahoma customers with notification of the
    statutory provisions contained in Kariís Law. Kariís Law states that:
    A. A business owner or operator that owns or controls a telephone system or equivalent system which
    utilizes Voice over Internet Protocol (VoIP) enabled service and provides outbound dialing capacity
    or access shall be required to configure the telephone or equivalent system to allow a person
    initiating a 9-1-1 call on the system to directly access 9-1-1 without an additional code, digit, prefix,
    postfix, or trunk-access code.
    B. A business owner or operator that provides residential or business facilities utilizing a telephone
    system or equivalent system as described in subsection A, shall configure the telephone or
    equivalent system to provide a notification to a central location on the site of the residential or
    business facility when a person within the residential or business facility dials 9-1-1, provided that
    the business owner or operatorís system is able to be configured to provide such notification
    without an improvement to the systemís hardware. The requirement of this subsection does not
    require a business owner or operator to have a person available at the central location to receive
    such notification.
    (v) Outside the United States. If Customer uses the Service(s) from a location outside the United
    States, Customer will not be able to use the E911 Service or place E911 emergency calls.
    (vi) E911 Provisioning Intervals. Provisioning E911 Service may take additional time following the
    activation of the Service, during which time E911 emergency calling may not be available.
    (vii) Required Information. In some circumstances, Customer may need to advise emergency service
    personnel of the nature of the emergency, the Customer’s telephone number, or the Customer’s physical
    location. If a call is disconnected for any reason, emergency service personnel
    may not be able to call the caller back, determine the Customer’s physical location, or dispatch
    emergency personnel to the Customer’s location.
    (viii) Physical Location. In order for E911 Service to work properly, the E911 Service address in
    Provider’s records MUST correspond to the physical location from which the Customer will use the
    Service. A P.O. Box is not sufficient to use as a physical address. The emergency service dispatcher will
    only send emergency service personnel to Customer’s registered E911 Service address.
    (b) Information. Customer will be responsible for accurately providing Provider with all information
    necessary to ensure the accuracy of each Automatic Location Identification (“ALI”) and Public Safety
    Answering Position (“PSAP”), including, but not limited to, all Direct Inward Dialing (“DID”)/Direct
    Outward Dialing (“DOD”) numbers, and a correct and valid emergency response address for each
    DID/DOD number. Further, Customer must furnish all updates of this information to Provider. All of
    Customer’s information must be accurately provided and provisioned in the Automatic Number
    Identification (“ANI”) database in order to provide full 911 service functionality. If a 911 call is made
    from a non-provisioned or improperly-provisioned telephone number, the call will not be normally and
    automatically routed to the correct PSAP and shall be routed to the backbone E911 provider’s 24/7
    Emergency Call Routing Center (ECRC). In such event, a per-call charge will be billed to Customer at a
    rate determined by Provider from time to time. Customer agrees to indemnify and hold Provider, the
    Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and
    shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments,
    damages and expenses, including without limitation attorneys’ fees and costs of litigation, incurred or
    suffered by such party relating to the failure of Customer to provide Provider with accurate database
    entries and updates thereto.
    (c) Routing Solution. Provider’s designated E911 Vendor (which shall be included within the
    definition of “Third Party Provider”) routes VoIP E911 calls by way of native 911 solutions where the
    Vendor’s backbone provider has access to the E911 Service infrastructure. The following limitations
    apply to Service(s) in regions where a native 911 solution is utilized:
    (i) In the event of an address geo-coding or Master Street Address Guide (“MSAG”) validation
    failure, the error records cannot be processed in real-time. Commercially reasonable efforts
    will be made to resolve the records in error. There may be instances that will prevent the
    correction of errors, causing delays in uploading data into the provisioning system; and
    (ii) The E911 Service is predicated on using primary wireline Public Safety Answering Point
    (“PSAP”) boundaries for routing the Service’s emergency calls to the appropriate PSAP. The
    primary wireline boundary information is collected and is entered into a database for realtime
    queries for PSAP boundary lookup. Customer acknowledges that primary wireline PSAP
    boundary data may not be available for the entire United States and that 911 Service is dependent
    on the PSAPs to provide such information resulting in the use of wireless PSAP boundary data to
    route a VoIP emergency call.
    (d) Non-Native Solution. If E911 Service is provided in regions where a non-native 911 solution is
    utilized, the following limitations apply:
    (i) E911 Service uses wireless PSAP boundaries when a primary wireline PSAP boundary is not
    available. Therefore, the 24×7 PSAP DN provided when a caller places an emergency call may
    correspond to a PSAP other than the PSAP that would normally receive wireline emergency
    calls placed from the caller’s location;
    (ii) A caller’s physical service address and call back number will not be presented to the
    PSAP; and/or
    (iii) If a caller cannot speak, Customer acknowledges that no information will be provided to the
    PSAP to contact the caller to obtain information that would automatically allow them to dispatch
    emergency services to caller’s location. Each PSAP’s internal processes will dictate how the call
    should or will be handled.
    (e) Additional Considerations. If an address provided for by Customer or Customer’s Users cannot be
    recognized by the system and/or cannot be geo-coded, neither Provider or its third party carriers, or such
    other third parties utilized by such carriers, assumes any liability or responsibility for providing
    emergency calling services for the telephone number associated with such address. In situations where
    emergency call routing uses the Emergency Call Routing Center (“ECRC”), and if
    (i) caller cannot speak or identify his or her address; (ii) data connectivity between the address database
    and the ECRC is interrupted; or (iii) the caller’s location information cannot be provided, Customer
    acknowledges that the Provider and any Third Party Vendor shall have no ability to assist the caller and
    Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies,
    sister companies, employees, directors, officers and shareholders of the same, harmless from and against
    any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation
    attorneys’ fees and costs of litigation, incurred or suffered by such party as a result of such instances.
    Customer understands and acknowledges and commits to informing its Customer Users of the nature and
    limitation of 911 Emergency Dialing over the Service(s). Customer acknowledges and agrees that
    Provider and any Third Party Vendor will not be liable for any Service outage and/or inability of a caller
    to dial 911 or to access emergency service personnel due to the characteristics and limitation of the
    Service. Customer understands that all calls must be delivered with the appropriate calling party number
    (“CPN”) representing the caller’s actual geographic location. Customer will be responsible for 911
    configurations for all active CPNs. “Valid CPN” means the calling party’s actual assigned ten (10)-digit
    telephone number within the North American Numbering Plan assigned by Provider, excluding special
    purpose phone numbers such as 8XX, 950, 555 and N11. Delivery of valid CPN is a material obligation
    of Customer under these Terms of Service. For outbound calls other than calls to 911, if Customer does
    not deliver valid CPN, Provider will use commercially reasonable efforts to complete the call. For 911
    calls, if Customer does not deliver valid CPN, Provider cannot complete the call. Customer agrees to
    indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies,
    employees, directors, officers and shareholders of the same, harmless from and against any and all
    claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys’ fees
    and costs of litigation, incurred or suffered by such party relating to the failure of Customer to deliver
    valid CPN.
    (f) E-911 Secondary Notification Service. When a 911 call is placed using the Services, a non- secure
    plain text notice may be sent to one or more Customer selected email addresses when the Customer
    purchases such a Secondary Notification Service from the Provider. The Provider does
    not guarantee, however, that any such notice will be sent or reach the Customer selected email
    addresses.
    (g) Call Volume. If the number of 911 calls from Customerís Users exceeds three percent (3%) of the
    total Subscriber Records managed on behalf of Customer in Providerís ALI database in any applicable
    month, Provider may charge Customer a $3.00 surcharge per call. For example, normal call volume per
    month per Customer typically is approximately one to user two percent (1 – 2%) of the total
    Customerís Subscriber Records managed on behalf of Customer in Providerís ALI database.
  3. ORDERING THE SERVICE
    Customer may order the Service(s) offered by Provider by completing and submitting an order form (the
    “Order Form”). The Order Form requires Customer to provide certain information including, but not
    limited to, Customer’s name, E911 information, billing address, email address and credit card or banking
    information. Such information must be accurate, current and complete. Customer agrees to ensure that
    all such information is always accurate and complete. Customer acknowledges that if it provides any
    information that is untrue, inaccurate, not current, or incomplete, Customer’s rights to use the Service(s)
    may be suspended or terminated without liability on the part of Provider.
  4. TERM
    These Terms of Service shall apply upon Customer’s submission of a completed and signed Order Form;
    provided that if Customer acquires access to or uses the Service(s) without submitting an Order, then
    these Terms of Service shall immediately apply upon such use or access. Provider shall provide
    Customer a Service Commencement Date when such date is known to Provider. Provider may change
    such date, without liability, in its sole discretion. Subject to the provision of these Terms of Service and
    unless a longer term is specified in the Order Form, either Party may terminate Services at any time,
    without further liability, except for the payment of fees that have accrued prior to termination. Customer
    must terminate Services by contacting their account manager. Any other form or written cancellation
    notification will NOT be accepted as proper cancellation notification.
    Customer account cancellations are processed within 30-days of the cancelation submission. Customer
    shall remain responsible and shall pay all charges and fees associated with the Service(s) that accrue up to
    termination. Customer MUST remove all provisioned Services. Failure to remove provisioned Services
    will result in a $100 administration fee. Customer acknowledges that if it orders DIDs from provider,
    such DIDs may have a minimum Term of a year or more. The Term of DIDs ordered hereunder shall be
    set forth on the Order Form.
  5. CUSTOMER NETWORK FACILITIES AND EQUIPMENT.
    Customer shall be solely responsible for the acquisition, installation, testing, maintenance and security of
    its own equipment and network facilitates needed to utilize the Services, including facilities between
    Customer’s Point of Presence (“POP”) and Customer’s Users. Customer agrees to indemnify and hold
    Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors,
    officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses,
    judgments, damages and expenses, including without limitation attorneys’ fees and costs of litigation,
    incurred or suffered by such party relating to or arising out of the foregoing.
  6. DATABASE UPDATES
    Customer shall furnish all information reasonably requested by Provider in order for Provider to provide
    each Service. Customer shall ensure that all information and data that it has given or that it will give to
    Provider, including but not limited to Customer’s billing information, mailing address and email address,
    is current and accurate at all times. Provider shall have no responsibility to verify the accuracy of any
    information provided by Customer and shall have no liabilities or obligations relative to any amount
    billed or notices delivered incorrectly as a result of inaccurate information provided by Customer and
    Customer’s failure to correct or update the same. Customer agrees to indemnify and hold Provider, the
    Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and
    shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments,
    damages and expenses, including without limitation attorneys’ fees and costs of litigation, incurred or
    suffered by such party relating to Customer’s failure to perform the foregoing obligation.
  7. UNLAWFUL AND PROHIBITED USE.
    (a) Automated Calling Prohibition. Unless Customer purchases the short duration calling Service
    from Provider, Customer agrees that all calls it originates through the Services shall be initiated by a
    human user and conducted by that human user. Unless otherwise agreed upon in writing, Customer
    agrees that it shall not use the Services to initiate any automated communication. Customer shall ensure
    that any and all automatic Calling shall be at all times conducting in compliance with federal, state and
    local, laws regulations and rules.
    (b) General Prohibitions. Customer is expressly prohibited from using the Service(s) in a manner that
    would, in any way, constitute or encourage conduct that is improper, including uses that are criminal in
    nature, that may give rise to a civil liability, or that otherwise violates any applicable laws or
    regulations. Examples of such improper uses include, without limitation, attempts at phishing or
    otherwise improperly attempting to gain access to financial information and making calls to numbers
    included in a government Do Not Call List. In addition, Customer is expressly prohibited from using
    the Service(s): (i) for any abusive or fraudulent purpose; (ii) in a manner that enables Customer to avoid
    any obligation to pay for the Service(s); (ii) in a manner that is deemed to interfere with, disrupt, or
    present a risk to the Service(s), Network, software, property, or security of Provider, its customers, its
    Third Party Vendors or other third parties, whether directly or indirectly;
    (iv) in a manner that results in usage inconsistent with Provider’s expectations or the purpose for which
    Provider is providing the Service(s); (v in a manner that may violate these Terms of Service, or the
    policies of Provider. Customer shall provide, at its cost, all reasonably necessary security equipment,
    software, facilities and other apparatuses to ensure that the Service(s) are not used in a fraudulent or
    unauthorized manner, whether by Customer and any third party); and/or (vi) in a manner which
    violates the FTCís Telemarketing Sales Rule (ďTSRĒ), 16 C.F.R. Part 310, which prohibits, among
    other conduct, the following: (a) making a false or misleading statement to induce any person to pay
    for goods or services or to induce a charitable contribution; (b) misrepresenting a seller or
    telemarketerís affiliation with any government agency; (c) transmitting false or deceptive caller ID
    numbers; or (d) initiating or causing the initiation of calls that deliver prerecorded messages, unless the
    person called provided express written permission to call.
    (c) Rights. If Provider determines, in its sole discretion, that Customer is or any of its customers are
    using the Service(s) in a manner that violates or is contrary to this Section then Provider, as well as any
    effected Third Party Vendors, shall have the right, without liability, to block, suspend or terminate the
    Service(s), or any part thereof, without notice. Customer shall be responsible for any liabilities and
    obligations arising from Customer’s use of the Service(s) that is contrary to, or violates this Section.
    Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies,
    sister companies, employees, directors, officers and shareholders of the same, harmless from and against
    any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation
    attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising out of
    Customer’s violation of this Section. If Provider, in its sole discretion, believes that Customer’s actions or
    omissions may be considered criminal in nature, Provider may forward personally identifiable
    information to the appropriate authorities for investigation and prosecution. Customer hereby consents to
    such forwarding.
    (d) Suspicious Activity Service Termination. In addition to and not to limit any other rights of
    Provider, Provider has right to suspend or terminate Service if Provider, in its sole discretion,
    believes that any activity on the Customer account is or could be suspicious in nature.
    (e) Use of Service outside the United States. Customer shall be liable for any and all use of the Service
    and/or Equipment by any person outside of the United States. Transport or sale of the Device outside of
    the United States may result in a violation of U.S. or foreign technology import/export laws or rules;
    compliance with which is Customer’s sole responsibility, and you agree to indemnify and hold Provider
    harmless from any and all liability associated with claims arising therewith. Customer agrees to
    indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies,
    employees, directors, officers and shareholders of the same, harmless from and against any and all
    claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys’ fees
    and costs of litigation, incurred or suffered by such party relating to or arising out of the aforementioned.
  8. AUDIT AND LAW ENFORCEMENT.
    Provider reserves the right to audit, track or monitor Customer’s use of the Service(s) to (a) enforce the
    provisions of these Terms of Service; (b) conform to legal requirements or comply with legal process; (c)
    protect and defend the rights or property of Provider or any Third Party Vendors; (d) respond to request
    for identification in connection with a claim of copyright or trademark infringement, or unlawful activity;
    (e) act to protect the interests of Provider’s customers or such Customer’s Users; (f) conform to Provider’s
    contractual obligation with any Third Party Vendor; or (g) provide the Service(s). Customer agrees that
    these Terms of Service are sufficient notice to Customer of such monitoring to the extent any notice is
    required under applicable federal or state law.
  9. PRIVACY
    The Service(s) utilizes the public Internet and third party networks. Provider and its Third Party Vendors
    shall not be liable for any lack of privacy which may be experienced by Customer with regard to the
    Service(s). Customer shall be solely responsible for any liabilities arising from Customer’s lack of privacy.
    Customer acknowledges that both Provider and Customer are bound to protect and use CPNI only in
    accordance with federal regulation and specifically as detailed in the Sangoma CPNI Policy, a copy of
    which is available for viewing at http://www.sangoma.com/legal and the terms of which are incorporated
    herein by reference. Specifically, Customer may only use CPNI to (1) initiate, render, bill and collect for
    telecommunications services (as applicable under the terms of this Agreement) and (2) to protect the rights
    or property of Provider or to protect users of the Services and telecommunications carriers from fraudulent,
    abusive, or unlawful use of, or subscription to the Services. For a definition of CPNI and additional detail
    Customer may consult the Sangoma CPNI Policy.
  10. CONTENT
    Neither Provider nor any of its Third Party Vendors operate or control the content transported by the
    Service(s). As such, neither Provider nor any of its Third Party Vendors shall have any liability or
    responsibility for the content of any communication or information transmitted via the Service(s).
    Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies,
    sister companies, employees, directors, officers and shareholders of the same, harmless from and against
    any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation
    attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising out of the
    content of any communication or information transmitted via the Service(s).
  11. LOCAL NUMBER PORTABILITY (LNP).
    If Customer desires to port a number either to or from Provider’s Network, Customer shall execute and/or
    deliver to Provider all documents and information requested by Provider, including, but not limited to, all
    required Letters of Authorization (“LOA”). Customer acknowledges and agrees that Provider shall have
    the right to refuse to port any number to its network for any reason. Customer agrees that Provider, in its
    sole discretion, may port a number to any Third Party Vendor selected by
    Provider in order to provide the Service(s), and that Provider may be required to be named as the
    Customer of Record for such number. Provider will make reasonable commercial efforts to execute all
    port requests; however, Provider has no control over any porting process (either to or from Provider’s
    Network). As such, Provider makes no guaranties or warranties that a number will be ported on a
    particular day, or that a submitted port request will actually result in the number being ported. Provider
    will inform Customer of port dates when such dates are known to Provider. Provider reserves the right to
    change the port date in its sole discretion. Customer shall pay $3.00/TN for any number ported from
    Providerís network. Customer agrees to comply with all applicable rules, regulations and orders,
    including but not limited to all FCC and public utility commission rules regarding number porting.
    Provider makes no warranty that the Service(s) associated with a number will be uninterrupted or error
    free during any porting process. Customer acknowledges that, if any account associated with the number
    being ported is canceled or suspended prior to the port date, such number may not be eligible for porting.
    It is Customer’s sole responsibility and obligation to timely cancel its account(s) with the provider from
    which the number is being ported, and Customer shall be solely responsible for any contractual
    obligations it has with such provider and any applicable fees and charges, including early termination
    fees. Number porting is done at the Customer’s sole risk. Under no circumstances shall Provider be liable
    for any damages, including, without limitation, loss of profits, associated with porting or not porting a
    number. Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent
    companies, sister companies, employees, directors, officers and shareholders of the same, harmless from
    and against any and all claims, liabilities, losses, judgments, damages and expenses, including without
    limitation attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising
    out of any number port requested by Customer, including those arising from any slamming complaints.
    Customer agrees to comply with all LNP policies established from time to time by Provider. Provider may
    modify its LNP policies at any time with or without notice to Customer and customer agrees to comply
    with all such modifications.
  12. PAYMENT TERMS.
    (a) Customer agrees that if a Service Order submitted by Customer is accepted by Provider, Customer
    shall pay all charges and amounts associated with the Service(s) and Customer’s account(s), regardless
    of whether such amounts result from fraudulent or unauthorized activities by third parties. Customer
    shall comply with Providers billing and payment policies that are in addition to the provisions set forth
    herein, as the same may change from time to time in Provider’s sole discretion.
    (b) Customer shall be responsible for accurately providing Provider with Customer’s valid payment
    information, including the payment method, and maintaining and updating the same at all times.
    (c) Customer shall ensure that all amounts billed hereunder are available each time Provider attempts to
    charge or debit any account designated for such purposes. Provider shall charge Customer a service fee
    in the amount of $30.00 each time Provider attempts to charge or debit such designated account and such
    charge or debit is rejected due to insufficient funds.
    (d) If Provider charges Customer for Service(s) pursuant to these Terms of Service and Customer places
    a chargeback with its credit card company for any reason, Provider shall charge Customer a fee in the
    amount of $150.00. In addition, Provider shall consider credit card chargebacks as fraud if it believes that
    the amounts charged to Customer’s account were proper pursuant to these Terms of Service. Provider will
    pursue all criminal and civil remedies available to recover losses incurred as a result of Customer’s
    chargeback.
    (e) Customer hereby waives any and all claims, actions or suits against Provider, and its parent
    companies, Affiliates and subsidiaries, and such entities’ employees, officers, directors and
    shareholders, and releases the same from any errors, omissions and/or liabilities that may arise due to the
    processing of aforementioned charge or debit transaction.
    (f) CUSTOMER ACKNOWLEDGES THAT PROVIDER WILL NOT, NOR IS IT RESPONSIBLE TO,
    MONITOR CUSTOMER(S) ACCOUNT FOR FRAUDULENT OR UNAUTHORIZED ACTIVITIES,
    OR ACTIVITIES THAT MAY RESULT IN INCREASED COSTS TO CUSTOMER.
    CUSTOMERAGREES THAT IT IS ENTIRELY RESPONSIBLE TO MONITOR ALL ACTIVITIES
    ATTRIBUTED TO ITS ACCOUNT(S). IF CUSTOMER BELIEVES THAT ANY SERVICE IS BEING
    USED IN A FRAUDLENT OR UNAUTHORIZED MANNER THROUGH ITS ACCOUNT, THEN
    CUSTOMER MUST NOTIFY PROVIDER OF SUCH ACTIVITIES AND PROVIDER WILL
    REASONABLY ASSIST CUSTOMER TO PREVENT SUCH INDIVIDUALLY IDENTIFIED
    ACTIVITIES.
    (g) Customer shall pay charges in addition to those charges normally associated with the Consumption
    of the Service(s) in those circumstances in which costs and expenses are generated by Customer and
    incurred by Provider, including but not limited to: (i) costs associated with Provider’s employees,
    agents or third parties assisting Customer with problems relative to Customer’s network, equipment or
    service outage if Provider determines that the outage was not a result of Provider’s network or facilities;
    and (ii) excessive costs associated with Provider’s employees, agents or third parties compliance with
    criminal, quasi criminal or civil subpoenas, court orders, and/or the like, that relate to Customer or third
    parties that access and/or use the Service(s) by and through the Customer.
    (h) Provider may require Customer to commit to and pay a minimum monthly fee for certain Services.
    Such minimum commitment shall be set forth on the respective Order Form. Customer acknowledges that
    if a minimum commitment is required by Provider at the time the Service(s) is purchased, Customer shall
    be responsible for and shall pay the minimum monthly fee throughout the Term of the Service(s),
    regardless of whether Customer actually consumes any of the Services.
    (i) Customer is responsible for and must pay any applicable federal, state, local, or other governmental
    sales, use, excise, public utility, or other taxes, regulatory fees, and charges now in force or enacted in
    the future, as well as other additional costs that may arise as a result of the Customer’s consumption of
    the Service(s). Similarly, Provider may pass through to Customer taxes and fees owed by Provider to
    the extent permissible by law. Said amounts, if any, are in addition to set-up fees or charges associated
    with the consumption of the Service(s). If Customer is exempt from paying any taxes or fees, Customer
    must provide documentation, acceptable to Provider, certifying that Customer is exempt. Tax
    exemption will only apply from and after the date Provider acknowledges Customer’s exemption request.
    Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies,
    sister companies, employees, directors, officers and shareholders of the same, harmless from and
    against any and all claims, liabilities, losses, judgments, damages and expenses, including without
    limitation attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising
    out of any exemption claimed by Customer.
    (j) As a condition of accepting a Service Order, providing Service(s) to Customer or continuing to
    provide Service(s) to Customer, Provider may require Customer to make a security deposit, which shall
    be due upon Provider’s written request. Upon termination of Services, Provider may apply such deposit to
    any fees, charges or other amounts unpaid by Customer.
    (k) Provider may permit Customer to provide to Provider one or more payment facilities, including
    one or more credit facilities or credit card accounts, which may be provided in writing, through a
    secure internet based facility, or otherwise, to be used for payment of any amount due from
    Customer to Provider. Provider may draw any amount due from Customer to Provider from any
    payment facility provided by Customer.
    (l) For certain Services, Provider may provide invoices and related billing notifications to Customer by
    email. Provider will provide such invoices and related billing notification emails to one or more emails
    provided by Customer. Customer agrees that it is responsible to provide desired email addresses to
    Provider. Provider accepts no responsibility for invoices or related billing notifications that are not
    received by Customer due to an improper email address being provided by Customer and Provider
    accepts no responsibility for sending invoices or related billing notifications to any Customer provided
    email address. Provider accepts no responsibility for any interruption in Services or other harm caused to
    Customer due to one or more invoices or related billing notifications that are not received by Customer
    because the invoice or related billing notification was sent to an improper email address provided to
    Provider by Customer.
    (m) Provider may immediately suspend, restrict or terminate the Service(s)s, without notice or liability,
    if Provider does not receive payment of all amounts billed to Customer by the required due date and/or
    all amounts that must be prepaid in order to continue the provision of the Service(s). In addition,
    Provider may add interest charges to any past-due amounts at a rate equal to the lesser of 2.5% per
    month or the maximum rate allowed by law, prorated for each day payment is past due. Service
    suspension or cancellation will result in Customer’s loss of the numbers associated with the Service(s).
    Acceptance of late or partial payments (even if marked “Paid in Full” or with other restrictions) shall not
    waive any of the rights of Provider to collect the full amount of the charges for the Service(s). Customer
    agrees to reimburse Provider for reasonable attorneys’ fees, and any other costs associated with collecting
    delinquent or dishonored payments. Provider may assess reinstallation charges against Customer in the
    event the Provider suspends, restricts or terminates the Service(s) as a result of Customer’s nonpayment
    or breach of this agreement.
    (n) If Customer has prepaid for the Service(s), such Service(s) shall be immediately suspended
    without notice at the time the fees for Customer’s consumption of Service(s) has reached the prepayment
    amount. Customer is entirely responsible to monitor its consumption of Service(s) and
    replenish any prepayment amounts when necessary to continue using the Service(s).
  13. TRAFFIC REQUIREMENTS.
    (a) For conversational termination Services:
    (i) Customer’s Answer Seizure Ratio (ASR) in any 24 hour period must be above 60.0%;
    (ii) the Average Length of Call (ALOC) must be above 60.0 seconds in duration; and
    (iii) 90% of total calls must be above 6 seconds in duration.
    (b) For Toll-Free origination Service, 90% of all incoming calls must be accepted by Customerís
    switch.
    (c) In the event any of the requirements in this Section are not met, Provider may, in addition to any
    other remedies available hereunder:
    (i) Charge Customer (retroactively and in the future) a surcharge of $0.01 per call attempt for
    conversational termination Services and $0.05 per call for Toll-Free origination services, which
    shall be in addition to all other fees and changes billed to Customer for its consumption of the
    Service(s); or
    (ii) Modify its billing method and charge Customer for its consumption of Service(s) in
    accordance with Provider’s then current Short Duration Rate Deck.
  14. BILLING DISPUTES.
    In the event Customer disputes any amount billed by Provider, Customer shall notify Provider of such
    billing dispute by completing and submitting a “Billing Dispute Ticket”. The existence of a dispute shall
    not relieve Customer from paying any amounts billed hereunder. All Customer disputes must be submitted
    to Provider within thirty (30) days of the billing date or such dispute shall be forever waived. Upon
    receipt of a billing dispute, Provider shall reasonably investigate the dispute and provide Customer with a
    resolution based on the outcome of such investigation.
  15. NON-DISCLOSURE.
    Customer acknowledges that it may obtain from Provider information relating to Provider’s or a Third
    Party Vendor’s Service or method of doing business which is of a confidential and proprietary nature and
    which requires that certain steps be taken to ensure its protection (the “Proprietary Information”). Such
    Proprietary Information may include, without limitation, financial information, marketing and business
    plans, customer lists, business and contractual relationships, business forecasts, sales forecasts, sales
    activity and plans, customer data, current and proposed products and services and pricing, patents, patent
    applications, technology, databases, employee information, trade secrets, contracts, historical
    information, financial information, product and business requirements, business strategies, operating
    data, pricing, organizational structures, software programs, software source documents, know how,
    formulas, processes, ideas and inventions (whether patentable or not) and information about or from
    either partyís vendors. Although certain information may be generally known in the relevant industry, the
    fact that Provider and/or a Third Party Vendor uses the same may not be so known and, in such instance,
    would comprise Proprietary Information. Furthermore, the fact that various fragments of information or
    data may be generally known in the relevant industry does not mean that the manner in which Provider
    and/or a Third Party Vendor combines them, and the results obtained by such combination are so known
    and, in such instance, would also comprise Proprietary Information. Customer shall not, without the prior
    written consent of Provider of the Proprietary Information, disclose Proprietary Information to any person
    or entity, except for the Customer’s employees, contractors and consultants who have a need to know such
    Proprietary Information. The Customer may disclose Proprietary Information pursuant to a judicial or
    governmental request, requirement or order; provided that the recipient take all reasonable steps to give
    Provider prior notice sufficient to contest such request, requirement or order. Customer shall strictly
    protect Proprietary Information from disclosure. Because money damages may be insufficient in the
    event of a breach or threatened breach of the foregoing provisions, the affected party may be entitled to
    seek an injunction or restraining order in addition to such other rights or remedies as may be available
    under this Agreement, at law or in equity, including but not limited to money damages.
  16. COPYRIGHT, TRADEMARK AND UNAUTHORIZED USE.
    The Service and any equipment, firmware or software used to provide the Service or provided to
    Customer in conjunction with the Service, and all information, documents and materials provided or
    offered by Provider may be protected by trademark, copyright or other intellectual property laws and
    international treaty provisions. Customer is only granted a nontransferable, revocable license to use such
    equipment, firmware or software, information, documents and materials (without making any
    modification thereto) strictly in accordance with the terms and conditions of this Agreement, and
    exclusively for use in connection with the Service. Any equipment, firmware or software, information,
    documents and materials provided by Provider to Customer pursuant to this agreement shall be included
    in the Definition of Services.
    These Terms of Service shall not be construed to grant Customer any right to use Provider’s, or its
    parent company’s or Affiliates’, corporate names, service marks, trademarks, trade names, logos and
    domain names (collectively “Marks”) or otherwise refer to the same in any marketing, promotional or
    advertising materials or activities and all such Marks usage must comply with Providerís trademark
    policy, available at www.sangoma.com/legal . Customer agrees that Provider may identify Customer as
    a customer of Provider and recipient of the Service(s) for the purposes of marketing Provider’s Services
    during the Term. Further, Customer hereby grants Provider the right to use Customer’s logo/trademark
    on its website and other material solely for the purpose of advertising the sales by Provider of similar
    services to third parties.
  17. MODIFICATION OF TERMS.
    Provider has the right to and may, at any time, modify the terms and conditions of these Terms of
    Service, and to change or discontinue any aspect or feature of the Service(s) as it deems reasonably
    necessary. Notice of any such change shall be sent to Customer via email and/or via Provider’s Ticket
    System using the email address provided by Customer upon registration (or the email address that
    Customer provides from time to time for such purpose). Customer shall configure its email system to
    accept correspondence from Provider’s Ticket System. Customer hereby consents to receive notifications
    and changes in electronic format and acknowledges that such format shall not affect the enforceability
    thereof. Such changes shall be effective immediately upon said notice. In addition to providing the above
    mentioned notice, Provider shall publish the modified Terms of Service on its website. Customer agrees
    to review the Terms of Service periodically so that it is aware of any and all modifications. Customer’s
    use of the Service(s) after notice of any such changes shall constitute Customer’s conclusive acceptance
    of any and all such changes. In the event Customer no longer desires to receive notices via electronic
    methods, Customer shall provide written notification of such decision, at which time Provider may
    terminate Service(s) without liability.
  18. WEBSITE USE/WARRANTIES.
    By accessing and using any Provider Website, (including, but not limited to the Back Office) the
    Customer acknowledges that it has read and agreed to the Terms of Use located on such site (“Terms of
    Use”), and, in addition to the terms and conditions contained herein, Customer agrees to all the terms and
    conditions therein, and consents to be bound and become a party thereto. Should the Customer not agree
    to, or not be able to comply with any of the terms and conditions of the Terms of Use, it shall
    immediately cease any use of Provider’s Website, as well as the Service(s), or terminate the registration
    process. Information, ideas and opinions expressed on the Provider Website should not be regarded as
    professional advice or the official opinion of Provider and Customer is encouraged to consult professional
    advice before taking any course of action related to the information, ideas or opinions expressed on the
    Provider’s website. Provider does not make any warranties or representation that the content and services
    offered on the Provider Website are or will be, in any case, available, true, correct or free from any errors.
    Provider may provide hyperlinks to websites not controlled by Provider (“target sites”) and such
    hyperlinks do not imply any endorsement, agreement on or support of the content, products and/or
    services of such target sites and Provider shall not have any liabilities to Customer or any third party
    arising from Customer’s access or use of such third party sites. Provider does not editorially control the
    content, products and/or services on target sites and shall not be liable, in any manner whatsoever, for the
    access to, inability to access, the use of, inability to use or the content available on or through target sites.
  19. GENERAL WARRANTIES.
    THE SERVICE(S), DEVICES, EQUIPMENT, HARDWARE, SOFTWARE AND OTHER
    COMPONENTS OF THE NETWORK AND SERVICE ARE OFFERED AND PROVIDED “AS
    IS”, “AS AVAILABLE” AND SUBJECT TO THE WARRANTY DISCLAIMERS AND
    LIMITATIONS OF
    LIABILITY FOUND HEREIN. PROVIDER AND ITS THIRD PARTY VENDORS AND ANY
    THIRD PARTY THAT FURNISHES SERVICES TO PROVIDER OR ENABLES PROVIDER TO
    FURNISH SERVICE(S) TO CUSTOMER MAKE NO WARRANTIES OF ANY KIND REGARDING
    THE SERVICE(S), SOFTWARE OR EQUIPMENT PROVIDED HEREUNDER AND, TO THE
    MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES
    AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
    WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY OF DATA, AVAILABILITY,
    FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICE(S) WILL MEET CUSTOMER’S
    REQUIREMENTS, ANY WARRANTY AGAINST INTERFERENCE WITH CUSTOMER’S
    ENJOYMENT OF THE SERVICE(S), OR AGAINST INFRINGEMENT OF ANY NATURE. IN
    ADDITION, PROVIDER, AND ITS THIRD PARTY VENDORS AND ANY THIRD PARTY WHO
    FURNISHES SERVICES TO PROVIDER OR ENABLES PROVIDER TO FURNISH THE
    SERVICE(S) TO CUSTOMER MAKE NO WARRANTY THAT THE SERVICE(S) WILL BE
    UNINTERRUPTED OR ERROR FREE. PROVIDER DOES NOT AUTHORIZE ANYONE,
    INCLUDING, BUT NOT LIMITED TO, EMPLOYEES, AGENTS, CONTRACTORS OR
    REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON BEHALF OF PROVIDER,
    ITS THIRD PARTY VENDORS OR ANY THIRD PARTIES. ANY AND ALL STATEMENTS
    AND/OR DESCRIPTIONS CONCERNING THE SERVICE(S) OR EQUIPMENT, IF ANY, BY
    PROVIDER OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES ARE
    INFORMATIONAL ONLY AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND, AND
    CUSTOMER SHOULD NOT RELY ON ANY SUCH STATEMENT OR DESCRIPTIONS
    CONTRACTOR.
  20. LIMITATION OF LIABILITY.
    (a) PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF ANY
    NATURE INCURRED BY CUSTOMER OR ITS CUSTOMER USERS’ AND/OR ANY THIRD
    PARTY RESULTING FROM ACCESS TO THE NETWORK; ANY INTERRUPTION OF
    SERVICE(S); ANY LOST DATA, LOST TIME OR OTHER SYSTEM RELATED DAMAGES;
    AND/OR DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT.
    (b) IN ADDITION, AND NOT TO LIMIT THE FOREGOING OR THE FOLLOWING, IN NO
    EVENT SHALL PROVIDER BE RESPONSIBLE FOR ANY LIABILITIES ARISING OUT OF: (A)
    THE SERVICE(S), FACILITIES OR EQUIPMENT PROVIDED BY CUSTOMER, ITS CUSTOMER
    USER, OR BY A THIRD PARTY VENDOR (INCLUDING ANY AGENTS, SUBCONTRACTORS,
    INDEPENDENT CONTRACTORS OR CUSTOMERS OF THE SAME); OR (B) ANY ACT OR
    OMISSION OF ANY THIRD PARTY, THE CUSTOMER OR CUSTOMER’S USERS.
    (c) IN ADDITION, AND NOT TO LIMIT THE FOREGOING, PROVIDER SHALL NOT BE
    LIABLE, UNDER ANY CIRCUMSTANCES, TO THE CUSTOMER OR ANY THIRD PARTY,
    INCLUDING CUSTOMER’S USERS, FOR ANY INDIRECT, CONSEQUENTIAL,
    INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING
    BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES OR COST OF
    PURCHASING REPLACEMENT SERVICE(S)).
    (d) IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF PROVIDER ARISING
    WITH RESPECT TO THESE TERMS OF SERVICE EXCEED THE TOTAL AMOUNTS PAID BY
    CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
    (e) NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE
    (1) YEAR PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING MAY BE ASSERTED
    BY CUSTOMER RELATIVE TO THE SERVICE(S) OR THESE TERMS OF SERVICE.
    (f) IN THE EVENT A JURISDICTION DOES NOT ALLOW ANY OF THE ABOVE EXCLUSIONS
    OR LIMITATIONS OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
    SUCH LIABILITIES AND WARRANTIES SHALL BE LIMITED TO THE GREATEST EXTENT
    PERMITTED BY APPLICABLE LAW.
  21. INDEMNIFICATION.
    In addition to any other indemnification provisions herein, Customer agrees to indemnify and hold
    Provider, the Third Party Vendors, and the parent companies, sister companies, employees, contractors,
    directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities,
    losses, judgments, damages and expenses, including without limitation attorneys’ fees and costs of
    litigation, incurred or suffered by such party relating to Customer’s or its Customer Users acts or
    omissions, consumption, use and/or resale of the Service(s) and/or breach of these Terms of service,
    including, without limitation, any claims asserted by any third party. Provider shall promptly notify
    Customer in writing of any claim for which it is obligated under this indemnity and for which Provider
    may seek indemnification.
  22. DISPUTE RESOLUTION.
    These Terms of Service, and all other aspects of the use of the Service(s) and the Website, shall be
    governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without
    regard to choice of law rules. The above governing law provision applies regardless of the location of the
    Customer or where Customer or its Customer Users use or pay for Service(s). Venue for any action
    brought hereunder shall be Allegheny County, Pennsylvania, and Customer hereby waives any rights to
    the contrary. In any proceeding by which one party either seeks to enforce its rights under this Agreement
    (whether in contract, tort, or both) or seeks a declaration of any rights under this Agreement, the
    prevailing party may be awarded reasonable attorneys’ fees, together with any costs and expenses, to
    resolve the dispute and enforce the final judgment.
  23. MISCELLANEOUS.
    (a) General Provisions. These Terms of Service and any documents incorporated herein by reference
    constitute the entire Agreement between the Parties regarding the subject matter hereof and supersedes
    all prior agreements, understandings, statements or proposals concerning the Service(s), including
    representations, whether written or oral. No written or oral statement, advertisement or service
    description not expressly contained in these Terms of Service will be allowed to amend, contradict,
    explain or supplement it unless agreed upon by Provider in writing. Neither Customer nor Provider is
    relying on any representations or statements by the other party or any other person or entity that is not
    included as a Party to these Terms of Service.
    (b) Force Majeure. Except for the Customer’s payment of charges for Service(s) which have accrued,
    neither Party to these Terms of Service assumes a risk of any event, foreseeable or unforeseeable, and
    beyond the reasonable control of either Party, including but not limited to acts of God or the public
    enemy; riots or insurrections; war; accidents; fire; strikes; and other labor difficulties (whether or not the
    party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to
    obtain licenses, permits or approvals, necessary labor, materials, energy, components, software,
    equipment or machinery; and acts of civil or military authorities, and such event has a material effect
    upon the agreed exchange contemplated herein.
    (c) Survival. The provisions of these Terms of Service that, by their purpose, are intended to survive the
    termination of Service(s) shall so survive. Said provisions shall include, but shall not be limited to, those
    provisions that include indemnification clauses, limitations on liability, warranty limitations,
    billings, non-disclosure and Customer’s obligations to pay for the Service(s) provided, including any
    additional usage charges.
    (d) Non-Waiver. Failure by either Party to insist upon strict performance of any terms or conditions of
    these Terms of Service or failure or delay to exercise any rights or remedies provided herein or by law
    shall not release either Party from any of the obligations hereunder, and shall not be deemed a waiver of
    any right to insist upon strict performance thereof or any rights and remedies herein.
    (f) Third Parties. Notwithstanding anything to the contrary contained herein, no third party shall be
    considered a party to or beneficiary of these Terms of Service or have any claim under these Terms of
    Service against either Customer or Provider.
    (h) Assignment. Customer may not assign its rights or obligations under these Terms of Service
    without the express written consent of Provider. Any such assignment in violation of this Section shall
    be null and void.
    (i) Business Relationship. These Terms of Service shall not create any agency, employment, joint
    venture, partnership, representation or fiduciary relationship between the Parties. Neither party shall have
    the authority to, nor shall any party attempt to, create any obligation on behalf of the other party.
    (j) Notices. Customer Agrees that all notices shall be considered written and properly given if sent to
    Customer via the email address provided by Customer at the time of registration and as necessarily
    updated. Customer acknowledges that Notices may be sent by and through Provider’s Ticketing System
    and that the email address provided to receive such tickets shall be sufficient to receive notices. Customer
    shall configure its email system to accept correspondence from Provider’s Ticket System. Customer
    hereby consents to receive notifications in electronic format and acknowledges that such format shall not
    affect the enforceability thereof. In the event Customer wishes to not receive notices electronically,
    Customer shall inform Provider of such desire and Provider may, at its sole discretion, terminate the
    Service(s) without further liability.