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 (?CUSTOMER?S USERS?),
AND SUCH ACCESS OR USE SHALL BE DEEMED THAT OF CUSTOMER. AS USED HEREIN
WITH RESPECT TO VOIP INNOVATIONS LLC, A SANGOMA COMPANY, (?PROVIDER?),THE
TERM ?AFFILIATE(S)? 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.
- 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, (?Provider?) 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 Customer?s 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 (?CVRS?) designed to redirect
incomplete Toll-Free Calls to Provider?s 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 (?DID Ownership Minimum?) for DIDs based out of North
America (US/CA) if Customer?s average DID ownership does not exceed 30 days. Attempts to cancel
service or port numbers away from Provider?s 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 Customer?s 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 User?s information to Third Party Vendors and relevant Authorities. - E-911
PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE SERVICE(S)
Enhanced 911 Versus Basic or Limited E911.
Provider?s 911 dialing (“911 Dialing”) is different from traditional 911 service. Provider?s customers have
access to either basic 911 or Enhanced 911 (“Enhanced E911”) service, depending on the capability of their
emergency center.
? 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.
? 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 Provider?s service of the important differences in and limitations of Provider?s
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 Provider?s service, you must register
with Provider the physical location (including floor and suite number) where you will be using the
Provider?s 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 Provider?s 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 Provider?s 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 Provider?s 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 Provider?s Service and/or E911 Dialing.
? 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 Provider?s
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 Provider?s service, including 911 Dialing.
? 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 Provider?s
service, including 911 Dialing, from functioning.
? Service Outage Due to Disconnection of Your Provider Account. Service outages due to
disconnection of your account will prevent all Provider?s service, including 911 Dialing, from
functioning.
? 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 Provider?s service is provided or
otherwise impede the usage of the Provider?s 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 Provider?s service is impeded, your Provider?s
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
Provider?s service, and any loss of Provider?s 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 Provider?s service in accordance with the terms of your
written agreement with Provider covering the Provider?s services.
? Other Service Outages. If there is a service outage for any reason, such outage will prevent all
Provider?s 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 Provider?s 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 Provider?s 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 Provider?s 911 Dialing service unless such claims, causes of action, damages, losses,
liabilities, expenses, costs, fees, charges, or penalties arose solely from Provider?s 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 Provider?s 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 Provider?s service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the
inability of any user of the Provider?s 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 Provider?s 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 Provider?s service.
Direct Access to 9-1-1 Service Required
A law called ?Kari?s Law? is effective at the federal level and there are also certain state Kari?s law
requirements. These state laws require Provider to provide our Oklahoma customers with notification of the
statutory provisions contained in Kari?s Law. Kari?s 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 operator?s system is able to be configured to provide such notification
without an improvement to the system?s 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 Customer?s Users exceeds three percent (3%) of the
total Subscriber Records managed on behalf of Customer in Provider?s 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
Customer?s Subscriber Records managed on behalf of Customer in Provider?s ALI database. - 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. - 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. - 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. - 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. - 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 FTC?s Telemarketing Sales Rule (?TSR?), 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
telemarketer?s 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. - 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. - 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. - 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). - 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
Provider?s 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. - 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). - 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 Customer?s
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. - 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. - 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 party?s 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. - 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 Provider?s 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. - 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. - 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. - 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. - 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. - 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. - 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. - 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.