TERMS AND CONDITIONS
- SERVICES. PhoneOne, LLC (“PhoneOne”) agrees to provide the Services, in accordance with any effective tariffs that may be revised from time to time. For Services not provided in whole or part pursuant to a Tariff (the “Tariff”), such Services shall be provided in accordance with the terms and conditions of this Agreement. These Services are retail service and are not for resale or distribution by Customer. These Standard Terms and Conditions supplement any effective terms and conditions set out in the applicable Tariffs and the Service price lists of the applicable PhoneOne local service provider (PhoneOne LSP).
- RESTRICTIONS. Customer shall only use the Services for lawful purposes, in compliance with all applicable laws including, without limitation, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limit) storing, distributing or transmitting any unlawful material through use of the Services, attempting to compromise the security of any networked account or site, making direct threats of physical harm or mass distribution of unsolicited communications (i.e. “Spamming”). This specifically but without limitation includes excessive consumption of network or system resources whether intentional or unintentional, such excessive consumption to be determined in PhoneOne’s sole discretion, but is generally the routine use of in excess of 5GB of data per location per month. The 5GB restriction applies to Fixed Wireless. Customer and its users shall observe all generally accepted Net protocol. This includes sales practices, mass unsolicited e-mail distributions (which are prohibited), advertising on discussion boards / newsgroups (overt, direct ads are prohibited), language and other items as are in effect from time to time. To comply with applicable laws and lawful government requests, to operate its Services properly, or to protect itself or its account holders, PhoneOne reserves the right to access and disclose any information, data, graphics, video, sound, files and other content created by, provided by, or accessed by Customer (“Content”). This may also include disclosing account holders’ names and other registration and identification information. Services provided by PhoneOne are not to be used to create a publicly accessed Wi-Fi hotspot without prior authorization. PhoneOne reserves the right in its sole discretion, but shall not be obligated, to remove from public view any Content incorporated on or through its Services. PhoneOne will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, and reserves the right to report to such authorities any suspect activity if which it becomes
PhoneOne’s SIP (Session Initiation Protocol) Service may not be used in connection with resale applications, foreign exchange services, public telephone services, calls to Internet Service Providers, broadcast facsimile applications, or with aggregated end-user traffic equipment. PhoneOne reserves the sole right to authorize the use of auto-dialers. In the absence of written authorization and terms, which PhoneOne may specify, the use of auto- dialers in conjunction with PhoneOne VoIP services is strictly prohibited. Outside the use of auto-dialers, which are addressed above, PhoneOne reserves the right to discontinue furnishing SIP Service if Customer’s usage, in PhoneOne’s sole discretion, is deemed not to be that of an expressly authorized application.
PhoneOne reserves the right to notify Customer if and to the extent that PhoneOne determines that their VoIP usage is showing improper usage patterns. For VoIP outbound services, improper usage patterns may include but are not limited to calling patterns where Customer’s ratio of inbound to outbound call minutes exceed 80% of Customer’s aggregate minutes, or Customer’s aggregate minutes of usage per month per Seat/Line in an order exceeds 1,000 minutes regardless of the purchased service plans. Aggregate minutes are calculated by adding all of Customer’s inbound and outbound minutes of usage on a monthly basis. For VoIP toll free inbound service, this includes but is not limited to calling usage which exceeds 1,000 minutes per month. PhoneOne reserves the right to, at its sole discretion, terminate the Service or convert the Service to an appropriate measured calling plan where improper usage patterns are identified. Notwithstanding the foregoing, PhoneOne has no obligation to monitor the Service for improper usage patterns.
- CPNI NOTIFICATION AND CONSENT SOLICITATION. PHONEONE ability to deliver superior service is enhanced by having access to Customer account records for marketing purposes. Customers have the right, and PHONEONE has the duty, to protect the confidentiality of information such as the types and amounts of Services Customers buy from PHONEONE and what Customers pay for those services. This information is known as Customer Proprietary Network Information (CPNI). PHONEONE is required to get a Customer’s permission before using CPNI to offer Customer any additional Services outside the product category currently subscribed to by the Customer. To restrict your CPNI data from being used to offer you products and services that may benefit your business, please call Client Services at 1-833-253-2786 within 30 days of ordering PHONEONE services to request that we not utilize your CPNI data. PHONEONE will not share information regarding a Customer’s account unless required to do so by law. Customer’s service will not be affected regardless of whether or not a customer allows PHONEONE use of the CPNI.
- EQUIPMENT. Unless otherwise set forth in this Agreement, Customer shall be responsible for obtaining and maintaining any equipment or network services needed to connect to, access, and otherwise use the Services, including, without limitation, modems, routers, computing hardware, software, Internet service connectivity, and local and long distance telephone service. Subscribers to Digital Voice “Bring Your Own Device” service plans are also responsible for obtaining and maintaining IP Phones. Customer shall be responsible for ensuring such equipment is compatible with the Services. Subscribers to several Digital Voice service offerings may include PhoneOne provided equipment and network services, whether included at no additional cost or for additional fees, that customers may select to opt out of, provided they have an alternative method, equipment or network services that are compatible with PhoneOne requirements and / or upon written agreement.
- IP ADDRESSES. PhoneOne may assign IP addresses based on the number of workstations / nodes as they are needed and used by Customer. IP blocks are for Customer use only and it is understood that PhoneOne will not guarantee routing of any IPs of any user other than Customer, even if such IP address is part of a block assigned to Customer by PhoneOne Telecom. All IP addresses made available by PhoneOne on Customer’s behalf in connection with the Services shall at all times remain the property of PhoneOne or its suppliers and shall be nontransferable, and Customer shall have no right to use such IP addresses upon termination or expiration of this Agreement. PhoneOne will have no responsibility or liability for any actions or costs incurred by Customer in obtaining or reconfiguring its equipment with new IP addresses. PhoneOne reserves the right to restrict the number of IP addresses assigned to Customer pursuant to the internet protocol and policies established by the American Registry for Internet Numbers.
- RATES AND PRICING. Customer is being provided each Service reflected in this Agreement, at the charges, recurring and nonrecurring, stated on the Pricing Exhibit and Service Orders, as applicable, as specified for the specific Service. Billed charges will include in addition to the rate: any non-recurring charges; governmental taxes; tax and tax-related surcharges, including ad valorem taxes or surcharges; governmental fees or assessments, including surcharges and fees established or assessed by government, applicable operator assistance charges, any local loop or Premise Access charges, and any charges of third parties required by Customer’s Services which are passed through to Customer; each of which shall be payable by Customer. If PhoneOne increases rates on any service with the exception of Digital Voice Flex, our Call Path Solution Plan (excluding surcharges and fees) under this Agreement for any location covered by this Agreement, the Customer has up to ninety (90) days from the earlier of its receipt of the first invoice reflecting the rate increase, or prior written notification, if any, of such rate increase to elect (by written notice to PhoneOne or by telephone notice by contacting PhoneOne Customer Service subject to recorded Third Party Verification) to either: (i) migrate the Services to another PhoneOne provided service, (ii) negotiate a new Agreement with PhoneOne, or (iii) accept the rate increase, in which case this Agreement will continue to govern for all locations. Failure to provide such notice within such ninety (90) day period shall be deemed Customer’s acceptance of the rate increase. In the event the Customer elects to terminate its service with PHONEONE at each or any of the locations affected by a rate increase, this Agreement shall nonetheless continue in full force and effect for all other locations covered by this Agreement which were not affected by the rate increase. If any legal authority such as Federal, State, Local or supplier changes, modifies, repeals, or initiates any rules, orders, tariffs, or other legal requirements that impact PhoneOne’s ability to maintain this Agreement in whole or in part and in PhoneOne’s sole determination, PhoneOne may terminate this Agreement without any liability to PhoneOne.
If PhoneOne increases rates on Digital Voice Flex, our Call Path Solution Plan (excluding surcharges and fees) under this Agreement for any location covered by this Agreement, the Customer has up to ninety (90) days from the earlier of its receipt of the first invoice reflecting the rate increase, or prior written notification, if any, of such rate increase to elect (by written notice to PhoneOne or by telephone notice by contacting PhoneOne Customer Service subject to recorded Third Party Verification) to either: (i) migrate the service to another Digital Voice product (including but not limited to Digital Voice 3.0 Hosted PBX, Digital Voice 3.0 Integrated Voice, Digital Voice 3.0 IP PRI, or Digital Voice 3.0 SIP). These service alternatives require the Customer to begin a new 3 year or 5 year term agreement, which would commence upon service conversion. Upon selection of the new Digital Voice product, Customer will be liable for reimbursement to PhoneOne of any waived or unpaid NRCs including but not limited to activation fees, installation fees and PhoneOne provided customer premise equipment where such items had not previously been invoiced and paid, (ii) negotiate a new Agreement with PhoneOne; or (iii) accept the rate increase, in which case this Agreement will continue to govern for all locations. Failure to provide such notice within such ninety (90) day period shall be deemed Customer’s acceptance of the rate increase. In the event the Customer elects to terminate its service with PHONEONE at each or any of the locations affected by a rate increase to Digital Voice Flex, the Termination Fee as described in Section 12 will apply and this Agreement shall nonetheless continue in full force and effect for all other locations covered by this Agreement which were not affected by the rate increase. If any legal authority such as Federal, State, Local or supplier changes, modifies, repeals, or initiates any rules, orders, tariffs, or other legal requirements that impact PhoneOne’s ability to maintain this Agreement in whole or in part and in PhoneOne’s sole determination, PhoneOne may terminate this Agreement without any liability to PhoneOne.
For Customer’s with TDM services in the AT&T territory, AT&T is increasing their activity to retire copper facilities and move these services to VoIP solutions. Should the retirement of TDM services occur while Customer has AT&T locations under contract with PhoneOne, the rates for those locations may have be to renegotiated or the Customer will have the option to move those locations to a PhoneOne provided VoIP solution, which in most cases will be at the same or lower rates than they are paying for TDM services.
Agreements including Broadband Services (i.e. Cable, DSL) have been qualified through PhoneOne’s qualification tool in order to provide availability based on the specific service and speed requested by Customer. These qualification tools can be less than 100% accurate and actual availability of service won’t be known until order placement. After order placement if it is discovered that the selected Broadband Service cannot be delivered, for example because of distance or construction costs, PhoneOne will automatically move ahead with the next available qualified option and will, when requested, provide documentation to Customer indicating the reason for fallout of the initial product. Furthermore, select Broadband Services may be quoted with a discount based upon a minimum quantity ordered within a defined time period. If the minimum order quantity is not met within the defined time period, PhoneOne reserves the right to revert pricing to the PhoneOne rates that are in effect at that time, beginning with the next billing cycle following the end of the defined time period.
- PHONEONE SERVICE FEATURES & CAPABILITIES. PhoneOne Service offerings include numerous Service tools, features and capabilities (collectively referred to as “Service attributes”), which are either included with the Customer’s base Service offering or provided as part of a Service add-on or upgrade fee. PhoneOne reserves the right to add, change or discontinue any Service attribute or their functionality, as determined or deemed necessary by PhoneOne in its sole discretion, without liability to Customer. PhoneOne may make commercially reasonable updates to the Service attributes from time to time. In certain situations the addition of new Service attributes may be contingent upon Customer’s agreement to applicable additional governing terms and conditions. If PhoneOne makes a material change to the Service attributes, PhoneOne will use reasonable efforts to inform Customer before their implementation, but reserves the right to implement changes immediately if such action is deemed necessary by PhoneOne. PhoneOne reserves the right to make changes to this Agreement (and any linked documents), including pricing, to the extent due to underlying supplier changes or changes to our costs. Unless otherwise noted by PhoneOne, pricing changes will become effective 30 days following notification to Customer of such change. Should any Service attribute be discontinued, PhoneOne will use its best efforts to provide a replacement service with similar attributes. If PhoneOne is unable to provide a replacement with similar attributes, and if the Customer is paying an add-on or upgrade fee for the discontinued service, the price for that feature will be removed (and/or Customer’s account will be credited accordingly), with no further liability to either the Customer or to PhoneOne related thereto.
- CANCELLATION. In the event the Customer should cancel any Service prior to activation, or prior to the completion of the Term commitment made by Customer pursuant to this Agreement, then Customer shall be responsible: (a) for any PhoneOne and local service provider’s installation requirements, costs and charges and any such termination charges in the event service is cancelled prior to activation and (b) for any monthly recurring charges for circuits, loops or connecting equipment necessary for the Services in the event service is terminated prior to completion of the Term. To insure accurate billing of services, it is the customer’s responsibility to notify PhoneOne Account Management when any services that are provided by PhoneOne are to be discontinued. Customer is responsible for the full payment of all services until the date the notification is provided to and received by PhoneOne, or the actual date the service provided by PhoneOne is discontinued, whichever is later.
- DIRECTORY LISTING. Customer acknowledges that PhoneOne will, as a service to the Customer, seek to arrange for listing of Customer’s telephone number in the local telephone directory, such listing to consist of one line of standard type. Since the directory is published by a third party with no contractual relationship with PhoneOne, in the absence of its gross negligence or willful misconduct, PhoneOne will not be liable to Customer, or third party, for any claims, damages or otherwise, due to any omitted listings from, or erroneous listings in the telephone directory. If Customer chooses to place an information services provider call or elects to make or receive calls via a carrier other than the PhoneOne LSP or its affiliates, the Customer agrees that it shall be solely liable for such calls, and any or all charges related to such calls.
- QUALITY ASSURANCE. PhoneOne’s service quality is intended to be competitive. If Customer faces continuing Service problems or is dissatisfied with PhoneOne’s network quality, Customer may notify PhoneOne of such dissatisfaction in writing or by suitable electronic communication and as its remedy Customer has the option to move the lines at the Location affected by the Service problems to an alternative PhoneOne service offering per the rates and terms and conditions for that service or to another provider with no termination fee, except third party charges and the installation cost of dedicated circuits, subject to payment of all charges currently unpaid, if: (i) the problem is not caused by Customer or its representatives, vendors or utilization of a non- recommended configuration and is attributable solely to facilities, Services or causes within PhoneOne’s reasonable control; (ii) PhoneOne is unable to resolve a covered problem to Customer’s reasonable satisfaction within thirty (30) days after receipt of Customer’s notice; and (iii) Customer’s account with PhoneOne is current (i.e., there is no outstanding balance older than thirty (30) days) at the time of cancellation. The Customer must send PhoneOne written notification that they intend to move the lines to another provider. The notice shall be sent to PhoneOne, LLC, Attention Contract Administration at P.O. Box 2466, Cumming, Georgia 30028. The remaining lines continue in force and are subject to the terms and conditions of this Agreement.
- OBLIGATION TO PAY. Any credit limit established for Customer shall not be exceeded at any time, unless Customer has received the prior written consent of PhoneOne. If Customer’s charges do or are projected by PhoneOne to exceed its credit limit, or if there is a change in Customer’s credit rating, PhoneOne may require a security deposit or other assurance(s) of payment as a condition to continuing to provide Services (except where such deposits or assurances are prohibited). Customer shall timely pay for all Services in United States dollars. Customer is responsible for payment of all charges incurred in connection with Services furnished to Customer’s number, network addresses and authorization codes. PhoneOne will invoice Customer once a month, for usage and other charges related to the Services. PhoneOne will make Call Detail Records (CDRs) available online for all locations where PhoneOne is the service provider, and the local phone switch is able to provide CDRs. The CDRs will include detail for Local, Local Toll and Long Distance calls. The due date for payment is indicated on the invoice and payment must be received on or before the due date. All billing disputes must be received by PhoneOne in writing within thirty (30) days of the invoice date, and to be effective, must be made in good faith, with an a detailed itemization of the nature and amount of the dispute, and with Customer timely paying all undisputed amounts. Invoiced amounts not timely and appropriately disputed are final. Delinquent balances will be assessed a one and one-half percent (1.50%) per month interest delinquency charge, not to exceed the maximum amount permitted by law plus all expenses of collection, including attorney fees. A reactivation fee of $30.50 per POTS line, Virtual Number or VoIP seat and $250 for Data Circuits applies to reactivate accounts suspended for non-payment. Customers suspended or cancelled due to non-payment may be required to give a deposit or be placed on recurring payment by credit card or electronic debit before being reactivated or reinstated.
- TERM AND TERMINATION. Customer commits to purchasing and paying for the Services for the minimum term stated in the Agreement (the “Initial term”). The Initial Term shall commence as of the first billing cycle during which Services are provided to Customer. After the Initial Term and any successor term (Term), this Agreement will renew automatically for an additional twelve (12) month period unless either party provides written notice of cancellation to the address listed below (in the case of notice from Customer) at least one hundred twenty (120) days (but not prior to one hundred eighty (180) days) before the new Term commences. To insure accurate billing of services, it is the customer’s responsibility to notify PhoneOne Account Management when any services that are provided by PhoneOne are to be discontinued. Customer is responsible for the full payment of all services until the date the notification is provided to and received by PhoneOne, or the actual date the service provided by PhoneOne is discontinued, whichever is later. All written termination notices under PhoneOne’s Customer Satisfaction Guarantee, or for non-renewal of a term plan, must be sent to or faxed via facsimile to 470-290-4501: “PhoneOne, LLC, Attention Contract Administration, P.O. Box 2466, Cumming, Georgia 30028”. If Customer provides a notice of cancellation and continues to use a Service beyond the expiration date of the Term, the rates and charges applicable to Customer will be automatically converted to a month-to-month pricing plan. If this Agreement is cancelled prior to expiration of the Initial Term or the then current term either (I) by PhoneOne for Customer’s breach or (II) by Customer except in accordance with the customer service quality satisfaction assurance provision or due to a PhoneOne breach, Customer is liable for a termination fee (“Termination Fee”) equal to the sum of (a) twenty five dollars ($25.00) per stand-alone POTS line, Virtual Number or VoIP seat multiplied by the number of months remaining on the contract or 100% scheduled monthly recurring charges due under this agreement for data circuits, (b) all circuit charges as specified in this Agreement, (c) any cancellation charges for circuits or other Services from PhoneOne or from third parties through PhoneOne and (d) any applicable governmental program charges. Customer agrees that the Termination Fee and the cancellation charges each are based on an agreed term commitment by Customer, are reasonable, and are not a penalty. Customer is responsible for any termination fees, commitment fees or penalties that may be assessed to Customer by any predecessor carrier that was utilized by Customer prior to obtaining service from PhoneOne.
Should Customer cancel a wireline data order or any MSP Service offering in process prior to installation, or, following installation, terminate this Agreement at any time during the term of the Agreement, Customer shall be liable to pay PhoneOne any cancellation charges incurred by PhoneOne from other service providers and 100% of scheduled monthly recurring charges due under this Agreement through the scheduled termination date of the Agreement, as if an early termination had not occurred. For Wireless Data Services cancelled following installation at any time during the term of the Agreement, Customer will be accessed a fee of 100% of scheduled monthly recurring charges due under this Agreement through the scheduled termination date of the Agreement, as if an early termination had not occurred. In addition, all promotional monthly recurring charge or non-recurring discounts received at time of order shall be billed to customer. Non-recurring charge fees include, but are not limited to, Circuit Activation, Customer Premise Equipment and Professional Installation.
Where Customer’s failure to pay fees on a timely basis results in a termination of services, such termination shall be deemed a termination by Customer, and Customer shall be liable to pay PhoneOne any cancellation charges incurred by PhoneOne from other service providers and 100% of scheduled monthly recurring charges due under this Agreement through the scheduled termination date of the Agreement, as if an early termination had not occurred.
If Customer experiences a Chronic Outage, defined as a series of (3) three or more service outages in a calendar month that affect a single PhoneOne supplied circuit, a Chronic Ticket will be opened and PhoneOne will have an additional sixty (60) days from the date the Chronic Ticket is opened to remedy the problem. Likewise if the supplied PhoneOne circuit cannot function at the originally installed speed or speed range, Customer has the following options: (a) cancel the circuit with no cancellation or early termination fee (b) switch the circuit to another PhoneOne provided service with no installation fee. If Customer opts to switch the circuit to another PhoneOne provided service, the Customer shall pay the MRC of the new service once it is installed.
Should Customer seek to terminate existing services at any service location on an Internet, MPLS, VPN or other managed service, whether services are to be relocated to another location or not, or should Customer, for any reason, cease operations at the Service Location provided for in this Agreement, Customer may be liable for any cancellation charges incurred by PhoneOne from other service providers and 100% of scheduled monthly recurring charges due under this Agreement through the scheduled termination date of the Agreement, as if early termination had not occurred.
- EXPORT CONTROL. The Services may be subject to export laws and regulations of the United Customer represents that neither it, nor any of its employees, officer, directors or agents are named on any U.S. government denied-party list or on the U.S. Treasury Department’s List of Specially Designated Nationals or Blocked Persons List, or other such official list. Customer will not permit any User to access or use any Service in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation and will ensure that PhoneOne products, Services and equipment will not be exported, directly or indirectly, in violation of any export laws or regulations, or used for any purpose prohibited by such export laws or regulations.
- DEFAULT. If Customer (I) fails to pay any outstanding charges within five (5) days after written notice of delinquency (including a past due invoice), or (II) fails to comply with any other material term or condition of this Agreement or fails to cure any other breach of this agreement within thirty (30) days after receipt of notice of such breach from PhoneOne, Customer shall be in default and PhoneOne may, at its option, take any or all of the following actions: (a) terminate the Services or any portion thereof; (b) temporarily suspend or block the Services; (c) remove Customer and Customer’s equipment from PhoneOne facilities and locations; (d) commence action to collect all sums then due or that subsequently become due to PhoneOne; (e) require a deposit; (f) repossess PhoneOne equipment from Customer’s location(s) and (g) take any additional steps permitted by law. In the event of termination, Customer shall be liable for all charges incurred as of the termination date, and for such additional charges and fees set out in this Agreement. If PhoneOne fails to comply with any material term or condition of this Agreement, and fails to cure its breach of any materials term or condition of this Agreement within thirty (30) days after PhoneOne’s receipt of notice from Customer of such breach, Customer may terminate the circuit or Service, which is the subject of such failure or non-observance. The Customer shall have no further obligation to PhoneOne for payment of charges (except for the continued use charges) for the terminated circuit or Service. Except as otherwise provided herein, this subsection states Customer’s exclusive remedy for a breach by PhoneOne. In the event PhoneOne initiates litigation under this Agreement, Customer shall be responsible for the reasonable attorney’s fees and other costs of collection incurred by PhoneOne, unless Customer prevails in such litigation.
- ANTI-CORRUPTION. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a PhoneOne employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify PhoneOne’s Legal Department.
- INTELLECTUAL PROPERTY; NON-INFRINGEMENT. Customer represents and warrants that any patent, trademark, trade secret, copyright, or any proprietary or other intellectual property of Customer that is provided to PhoneOne hereunder (“Customer IP”) does not infringe on any United States or foreign patent, trademark, trade secret or copyright, or any proprietary or other intellectual property rights held by any third Customer also acknowledges current US laws protect copyright owners from unlawful, unpermitted use in over-the-phone broadcast. Accordingly, Customers using any PhoneOne feature capability which supports the playback of audio or video files further warrant they are solely responsible for abiding by and adhering to all such laws and regulations and will refrain from any unauthorized use, duplication or re-creation of any material protected by copyright. Customer grants PhoneOne a non-exclusive license to use the Customer IP during the Term, provided that PhoneOne submits such proposed use to Customer for approval prior to using such Customer IP. Customer shall promptly review any such submission by PhoneOne and shall not unreasonably withhold approval.
- INTERNET CONTENT. PhoneOne hereby WARNS Customer that a vast variety of Content is available on the networks to which the Services provide access. Some of this Content may be deemed shocking, distasteful, misleading, inaccurate or otherwise harmful to Customer and/or users. PhoneOne has no obligation to screen, edit, monitor or otherwise censor Content in any way. Customer hereby acknowledges PhoneOne has, and shall have, no liability for how the Services are used, what Content is posted or accessed, or what effects the Content may have on Customer and its users, or how they may interpret or use such Content. Customer agrees to hold PhoneOne harmless from all consequences of Customer posting, accessing or using Content, as well as claims resulting from Customer’s access to the Services and their use.
- ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711). PHONEONE MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON ITS NETWORK OR ANY NETWORK ATTACHED TO ITS NETWORK. PhoneOne will not be liable for the privacy of e- mail addresses, registration and identification information, disk space, communications, confidential or trade- secret information, or any other Content stored on PhoneOne’s equipment, transmitted over networks accessed by the Services, or otherwise connected with Customer’s use of the Services. The Customer is responsible for analyzing, implementing, maintaining, and monitoring network security as it pertains to their site. In order to help maintain the security of the PhoneOne environment, PhoneOne may control access to privileged modes of operation on the PhoneOne network. Any attempts by Customer to bypass or otherwise thwart security on privileged modes of operation, or gain unauthorized access to any PhoneOne facilities, will constitute a breach of this Agreement. In the event of such breach, all moneys due through the end of the contract will become due and payable immediately, Internet service will be immediately terminated, and Customer may be liable for other damages as well. Customer agrees to inform PhoneOne of any apparent breaches of security, such as loss, theft, or unauthorized disclosure or use of a user ID or password. Until PhoneOne is notified by electronic or conventional mail, or by telephone, of a breach of security, Customer shall remain liable for any unauthorized use.
- CALL RECORDING. PhoneOne provides certain of its Customers with a service offering feature that allows the Customer to record individual telephone conversations. The laws regarding the consent requirements, notice, and notification for recording telephone conversations vary from state to state. In some states, you are required to obtain the consent of all parties to a telephone conversation in order to record that conversation. In addition, the Federal Wiretap Act prohibits the recording of telephone conversations unless an exception applies. Customer agrees that it is solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Failure to comply with such laws can result in civil and criminal penalties. PhoneOne makes no representation or warranty regarding Customer’s use of this service offering and expressly disclaims all liability with respect to Customer’s recording of telephone conversations. Customer acknowledges that PhoneOne has made no representation or warranty in this regard and that Customer is solely responsible for obtaining a legal opinion from Customer’s own attorney as to the legality of their intended use of this feature. Customer hereby agrees to fully and unconditionally release, discharge, hold harmless, and fully indemnify PhoneOne from and against any claim, damages or liabilities of any kind related to customer’s recording of any telephone conversations using the described feature.
- EMERGENCY SERVICES 911 AND E911 CALLING. Customer acknowledges and understands that the Service may not support traditional 911 or E911 access to emergency services. Customer may not be able to use the Service, IP Phones or CPE and Other Equipment to call for emergency assistance by dialing 911. 911 or E911 calls may be routed to the nearest Public Safety Answering Point office (PSAP). Typically, these calls are answered by the front desk of the PSAP and then routed to an emergency operator at that location. However, some PSAPs will not accept calls in this manner as the following may occur: (a) calls may not connect to the PSAP, or may improperly ring to the administrative line of the PSAP, which may not be staffed after hours, or by trained 911 operators; (b) calls may correctly connect to the PSAP, but not automatically transmit the user’s phone number and/or location information; or (c) calls may fail or be delayed on account of a number of circumstances that may include, but not be limited to, the following: (i) Customer uses the Service with equipment other than PhoneOne provided or approved equipment; (ii) Customer calls from a location other than the single location where PhoneOne installed Customer’s Service; (iii) Customer’s router does not have the necessary configuration; (iv) Customer’s Service fails for any reason (including without limitation, power outage, Internet connection is down or interrupted, equipment malfunctions, or any Service outage including a Service outage caused by suspension or termination of Customer’s Service); (v) maintenance work is being performed; (vi) Customer’s equipment, phones, Internet connectivity router, integrated access device, customer premises routers and switches, or IP enabled devices used with the Service fail; (vii) Customer’s voice and data networks/equipment or premises environment fail; (viii) Customer’s area does not have 911 service; (ix) Customer calls from outside the United States; (x) Customer uses a telephone number that is from a geographic area other than Customer’s Service location (outside of Customer’s native rate center); (xi) there is network congestion, radio interference, weak wireless signals or other causes of reduced Internet access service performance; or (xii) Service has not been installed for 30 days (collectively, the “Limitations”). Customer agrees to notify, as appropriate, any of its users of the Service who may place calls using Customer’s phone services of the foregoing Limitations. PHONEONE recommends Customer maintain an alternate means of accessing Emergency Services, such as traditional services or cellular phone services. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THESE 9-1-1 SERVICE LIMITATIONS ARE APPLICABLE TO THE SERVICE. BY ACCEPTING THESE TERMS, THE CUSTOMER ACCEPTS THE SERVICE ON THESE TERMS, AND HEREBY WAIVES, AND SHALL INDEMNIFY PHONEONE WITH RESPECT TO, ANY AND ALL CLAIMS OR CAUSES OF ACTION AGAINST PHONEONE, ITS AFFILIATES, UNDERLYING CARRIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS, LICENSORS, AND SUPPLIERS ARISING FROM OR RELATING TO THE LIMITATIONS, INCLUDING THOSE BASED ON PERSONAL INJURY OR EVEN DEATH ALLEGED TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE LIMITATIONS.
20a. STATE SPECIFIC EMERGENCY SERVICES 911 AND E911 CALLING NOTIFICATIONS. Many states, including the State of Oklahoma, require that owners or operators of Multi Line Telephone Systems (MLTS) must configure systems to allow direct dialing to 911. In addition, MLTS need to provide notification to a central location when a person within a facility dials 911, as long as the system may be configured to provide such notification without an improvement to the system’s hardware. Please reference State Specific Notifications at https://MyPhoneOne.com.
20b. WIRELESS VOICE EMERGENCY SERVICES 911 CALLING. 911 calls are routed based on the wireless network’s automatic location technology. Customer is responsible for providing their location address to the Emergency Response Center responsible for sending first responders in the response to a 911 call. The converter device has a battery backup power. However, if a customer connects a landline phone to the device that itself requires external electric power to operate (e.g. a cordless phone that has not been re-charged), the customer will not be able to place and receive calls over that phone during a power outage. To use the converter’s battery backup power, a corded analog landline phone must be plugged into the converter device.
- SESSION INITIATION PROTOCOL USAGE. Digital Voice Session Initiation Protocol (SIP) is to be used exclusively for the benefit of PhoneOne customers. Customer may not share, resell or allow the use of PhoneOne SIP service, in whole or in part, by any third party, including but not limited to other providers of computer or communications services. SIP Service may not be used to originate or terminate traffic associated with any switched service obtained from a third party.
Customer may not combine traffic or utilize PhoneOne’s SIP Service for anything other than providing SIP origination or termination service to its own End Points. All traffic associated with PhoneOne’s SIP offering is limited to delivery by Customer to PhoneOne via SIP-origination, with all traffic delivered by PhoneOne to Customer being limited to SIP-termination. Customers will not use the Services to originate or terminate TDM or voice calls in a manner that bypasses applicable switched access or other charges. In addition, Customer expressly agrees, represents and warrants that no calls will be made via use of PhoneOne’s SIP Service from any location other than (i) the actual Customer Premises specifically designated by Customer on the Pricing Exhibit and Service Orders, as applicable, and at which SIP Service is established or, (ii) from Customer branch locations interconnected to such Customer Premises by PhoneOne provided VPN or third-party networks.
Customer further represents and warrants that it will use the Services in conformance and compliance with the federal Telephone Consumer Protection Act and other laws or regulations pertaining to “do not call” lists or registries.
- SPECIFIC NON-VOICE SERVICE REQUIREMENTS. Customer shall identify to PhoneOne any and all non-voice systems, including modem use (e.g. point of sale devices), facsimile and security systems, and any changes in the configuration of such systems during the term of this Agreement, as such systems may require special handling. Customer acknowledges that the Service may not be available for use with such systems, either initially or after a change in configuration, because the Service may not be equipped to function with such systems. Customer waives any claim against PhoneOne for the Service being unavailable for use with such systems, either initially or after a change in the configuration of such systems.
Upon deployment of PhoneOne VoIP services, PhoneOne or its suppliers may deliver to the Customer certain hardware products such as Analog Telephone Adaptors or Integrated Access Devices to facilitate interconnectivity with Customer provided facsimile devices, point of sale devices, modems and non-emergency monitoring devices. PhoneOne’s installation responsibilities shall be limited to establishing connectivity between the PhoneOne provided equipment and the PhoneOne VoIP network. The provisioning and compatibility of these devices are provided on a best effort basis. PhoneOne does not guarantee the interoperability with such Customer provided equipment nor shall PhoneOne be responsible for the operation or maintenance of any Customer provided equipment. In addition to the devices mentioned above, many types of non-voice communications equipment, including but not limited to, security / alarm systems that are set up to make automatic phone calls, elevator phones, medical monitoring devices, pool phones or other critical monitoring devices, have not been certified to be compatible with VoIP services and are thus strictly prohibited unless agreed to in writing. Customer waives any claim against PhoneOne for interference with, or disruption of such systems.
- LOSS OF SERVICE DUE TO POWER FAILURE OR INTERNET SERVICE OUTAGE. Customer acknowledges and understands that the Service does not function in the event of a power failure. Should there be an interruption in the power supply, the Service will not function until power is restored and may require the Customer to reset or reconfigure the CPE, IP Phones or Other Equipment. Customer also acknowledges and understands that the service requires a fully functioning broadband connection to the Internet and that in the event of an outage the Service will not function until the Internet connection is restored.
- FRAUDULENT CALLS. In connection with Customer’s use of the Services, Customer is solely responsible for all security measures with respect to the prevention of any unauthorized use of the Services, including, but not limited to, the selection, implementation or maintenance of such security measures and safeguarding all information related thereto (together, the “Security Measures”). PhoneOne shall have no liability or obligation in any way with respect to such Security Measures. Furthermore, the parties hereto acknowledge and agree that Customer is exclusively responsible for the confidentiality and protection of any account information, including, but not limited to, passwords or other security related information (together, “Security Information”) and any unauthorized access to Customer accounts by way of the use of such Security Information. PhoneOne shall have no liability or obligation in any way with respect to such Security Information. Customer shall indemnify and hold PhoneOne harmless from all costs, expenses, claims or actions, whether direct or indirect, in connection with or arising out of Customer’s failure to take such Security Measures or failure to protect such Security Information. Customer shall be solely responsible for payment of long distance, toll and other telecommunications charges incurred through use of the Services being provided hereunder. Customer shall not be excused from paying PhoneOne for Services provided to Customer that are the result of a failure by the Customer to maintain the Security Measures or protect the Security Information as set forth herein. In the event PhoneOne discovers a failure by Customer to maintain the Security Measures or protect the Security Information, PhoneOne may, but shall not be obligated to, take immediate action, with or without notice to Customer, that is reasonably necessary, in PhoneOne’s sole and absolute discretion, to address the failed Security Measures and/or breach of Security Information. Notwithstanding anything to the contrary contained herein, it is understood that PhoneOne is under no obligation to investigate the authenticity of calls charged to Customer’s account and shall not be liable for any fraudulent or unauthorized calls processed by PhoneOne and billed to Customer’s account.
- MULTIPLE USERS. Customer acknowledges that Customer is executing this Agreement on behalf of all persons who use the Service and/or PhoneOne Equipment through Customer’s computer(s), phone systems, PBXs and other telecommunications equipment. Customer shall have sole responsibility for ensuring that all such other users understand and comply with the terms and conditions of this Agreement. Customer further acknowledges and agrees that Customer is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement whether such breach is the result of use of the Service and/or the PhoneOne Equipment by Customer or any other user of Customer’s computer(s), phone systems, PBXs and other telecommunications equipment. Customer agrees to indemnify, defend and hold harmless PhoneOne against all claims and expenses (including reasonable attorneys’ fees) arising out of the use of the Service and/or PhoneOne Equipment by any other user of Customer’s computer(s), phone systems, PBXs and other telecommunications equipment.
- ACCESS TO CUSTOMER’S PREMISES. Customer authorizes PhoneOne and its employees, agents, contractors and representatives to enter Customer’s premises (the “Premises”) to install, maintain, inspect, alter, repair and remove any PhoneOne provided equipment. All such services shall be conducted at a time agreed to with Customer. If Customer is not the owner of the Premises, upon PhoneOne’s request Customer shall supply PhoneOne with the owner’s name and address, evidence that the Customer is authorized to grant access to the Premises on the owner’s behalf, and (if needed) written consent from the owner of the Premises. Customer also grants its consent to PhoneOne to contact such owner for the purpose of entering into one or more Right of Access and/or Site Lease(s). If Customer does not provide access as provided herein, PhoneOne shall, at its option, a) declare the full amount for the entire term due and payable immediately, or b) elect to terminate this agreement.
- NON-RECOMMENDED CONFIGURATION. PhoneOne has informed Customer of the recommended minimum requirements, if any, (the “Minimum Requirements”) for efficiently operating the Service. If Customer allows the installation of the Service utilizing hardware, broadband connections, configurations or network topology that does not meet the Minimum Requirements (a “Non-recommended Configuration”), Customer agrees that (i) Customer shall not be entitled to Customer support relating to any issues other than the quality of the signal delivered to Customer’s IP phone or media converter, and (ii) the following limitations of liability shall apply: PHONEONE DOES NOT REPRESENT OR WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE CUSTOMER TO SUCCESSFULLY ACCESS, OPERATE OR USE THE SERVICE, NOT THAT ANY SUCH INSTALLATION WILL NOT CAUSE DAMAGE TO THE CUSTOMER’S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA. PHONEONE DOES NOT ASSUME ANY LIABILITY WHATSOEVER FOR ANY DAMAGE OR FAILURE TO INSTALL, ACCESS OR USE THE SERVICE. The foregoing limitation of liability is in addition to and shall not limit any other limitation of liability set forth in this Agreement.
- PHONEONE PROVIDED EQUIPMENT. In order to facilitate configuration of equipment and ensure its compatibility with PhoneOne’s network, PhoneOne reserves the right to require Customer, as a condition to receiving Service, to use customer premise equipment (“CPE”) supplied by PhoneOne. CPE may include, but is not limited to; IP phones, cordless / wireless / WiFi phones, Network security device, Router, Modem, Analog Telephone Adapter, Network switch, wireless modem, wireless antenna, fixed wireless low noise amplifier; or any other IP connection Equipment, (“Equipment”) provided to Customer. Such CPE may be purchased by Customer, included as part of a monthly subscription as defined by the Customer’s Agreement (s) and carries a Monthly Recurring Revenue price, or PhoneOne may rent CPE to Customer at PhoneOne’s option. If Customer purchases the CPE, title shall remain with PhoneOne until Customer has paid the full purchase price associated with such CPE (as indicated on the Service Order). With the exception of specified PhoneOne VoIP CPE items, customer shall bear the cost of any loss or damage to the CPE from any cause whatsoever, until the purchase price is paid in full. Customer acknowledges that it has sole and complete responsibility to maintain physical, logical and environmental security and control with respect to all Equipment, and PhoneOne shall have no liability whatsoever with respect to any breach of security caused by, related to, or arising out of Customer’s failure to maintain proper physical, logical or environmental security with respect to any Equipment. Unless and until purchased, the Equipment is, and at all times shall remain, the sole and exclusive property of PhoneOne, and Customer shall have no right, title or interest therein, except as set forth by this Agreement. Except as described in this Agreement, Customer has no right to purchase or otherwise acquire title to or ownership of any of the Equipment or property of this Agreement no matter that the Equipment or any part thereof may now be, or hereafter become, attached or affixed to real property or any improvements thereon. Unless purchased, Customer, upon the termination or expiration of this Agreement, shall return, at its sole cost, the Equipment in good repair and condition (normal wear and tear excepted) to PhoneOne. Customer shall maintain adequate insurance on the Equipment to insure against damage to or loss of the Equipment. If PhoneOne agrees to rent the CPE to Company (as indicated on the Service Order), then PhoneOne shall retain title to the CPE and Customer agrees to use reasonable care in maintaining the CPE while in Customer’s possession. Upon the expiration or termination of the Services, rented CPE shall be returned to PhoneOne by Customer (and at Customer’s expense) in good condition, reasonable wear and tear excepted. If applicable, Customer agrees to return PhoneOne provided equipment, to PhoneOne’s offices immediately upon the cancellation or early termination of service. Please note that Customer’s account will be charged for the equipment as soon as notification of cancellation or early termination of service is provided. If equipment is returned prior to 90 days after the cancellation or early termination date, PhoneOne will issue Customer a full credit for the equipment charge. Equipment returned after 90 days is subject to a restocking fee. The restocking fee will be based on the fair market value of the provided equipment.
28a. PHONEONE PROVIDED VoIP CUSTOMER EQUIPMENT. For PhoneOne VoIP CPE – IP Cordless Phones, IP Desktop Phones, IP Conference Phones and IP Gateways, PhoneOne will warrant the equipment for the duration of the Customer’s term agreement. Should any of the VoIP CPE require maintenance service, PhoneOne will solely determine whether to replace the unit in whole or repair the malfunctioning unit(s). In the event PhoneOne selects to repair damaged CPE, replacement parts provided will be either new parts or parts equivalent in performance to new parts. Parts removed from CPE for replacement will become the property of PhoneOne.
28b. VOIP CPE & WIRELESS DATA AND VOICE CPE WARRANTY EXCLUSIONS. PhoneOne repair and replacement obligations do not cover any of the following: (i) electrical work external to the PhoneOne CPE; (ii) repair or replacement of damage to or defects in the CPE resulting from causes external to the CPE, including disaster, fire, accident, neglect, misuse, vandalism, water, power surges, or lightning; or resulting from use of the CPE for other than intended purposes; or use of the CPE with items not provided or approved by PhoneOne; or resulting from the performance of maintenance or the attempted repair of an item of PhoneOne CPE by persons other than PhoneOne authorized personnel; (iii) furnishing supplies or accessories, or painting or refinishing the CPE; (iv) Services in connection with the relocation of the CPE, or the addition or removal of items of equipment or parts, attachments, features, from or to other devices not furnished by PhoneOne, including communications devices, video devices, audio devices, networks or links; (v) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by PhoneOne; and (vi) IP Phones not supplied by PhoneOne.
- VOICEMAIL TRANSCRIPTION: Voicemail Transcription includes the transcription of voicemails to text, with the transcription routed to the Customer’s designated email. Customers will continue to be able to access their voicemail in audio format by phone and email.
29a. USE LIMITATION AND STORAGE PRACTICES: Voicemail audio files are stored in our secured Digital Voice platform until deleted by the user. A replication of the audio file and the associated transcription are retained in a secure data center for up to 72 hours. Customer acknowledges that PhoneOne may change its practices and limitations concerning storage of messages, including without limitation, the maximum (a) period of time that messages will be retained, (b) number of messages stored at any one time and (c) storage space utilized, at any time. Customer further agrees that PhoneOne has no responsibility or liability whatsoever for the deletion or failure to store any voicemails, or transcribed voice messages.
29b. 911 / EMERGENCY NOTIFICATION: Physician, Medical Facilities and all Customers acknowledge that Voice Mail Transcription is not intended to support 911 or e911 alerting needs. Customers acknowledge and agree that the service is not a substitute for a traditional telephone and that they will advise any users of the service that Voice Mail Transcription does not provide emergency calling capabilities.
29c. VOICE MAIL TRANSCRIPTION PRIVACY: PhoneOne reserves sole discretion to read, listen to or disclose to third parties Customer’s voicemails, emails, voicemail transcriptions or other communications transmitted, as required to ensure proper operation of the Services or as otherwise authorized or required by law. Where PhoneOne is unable to convert a message to text due to poor dictation, noisy environment, poor phone connection or drop-outs, language, unacceptable content or any other reason, PhoneOne will typically notify Customer by email that you have received a voicemail message, but the email will not contain a voicemail transcription, only an audio file version of the voicemail. PhoneOne is not responsible for any errors, omissions or objectionable content in the transcribed text, even if it is the result of negligence. PhoneOne is not responsible if Customer does not receive voicemail transcriptions due to an incorrect or nonworking email. PhoneOne is not responsible for incorrect email addresses or email inboxes that do not properly receive the email notification option you select. Password Protection – As part of the registration process, the Customer will be required to provide a valid email address and will be assigned an initial password. The Customer may change their password following provisioning of their service. The Customer is responsible for notifying PhoneOne of any change in their email address and for maintaining the confidentiality of their password.
29d. ANTI-SPAM POLICY: PhoneOne’s Restrictions as defined in Section 2 of our Universal Terms and Conditions are applicable with regards to Voice Mail Transcription services. In accordance with that definition, Voice Mail Transcription may only be used for lawful purposes, in compliance with all applicable laws governing:
- Commercial emails, Spam, Anti-Solicitation Laws Relating to Texts and Other Emerging Media which regulates the mass distribution of unsolicited communications and using Voice Transcription as a repository for responses.
- Obscenity and Defamation Laws.
- Copyright, Trademar0k Protection Laws.
29e. MERCHANTABILTIY: PhoneOne expressly disclaims any implied warranty of merchantability, or fitness for any particular purpose or function of the services.
29f. EXCESSIVE USAGE: PhoneOne’s unlimited Voice Mail transcription service is intended solely for normal commercial use. PhoneOne reserves the right to monitor Voice Mail transcription utilization and determine, in its sole discretion, what is normal usage. In the event of excessive Customer usage PhoneOne reserves the right to apply a surcharge per minute of use to the number of minutes by which Customer’s usage exceeds this normal usage and / or convert the Voice Mail transcription service to an alternative rate plan.
- RETURNS AND UPGRADES. All hardware, such as telephones, firewalls, routers, switches and terminal adapters must be certified for the PhoneOne network. Any equipment purchased from or included in a packaged offering which is returned for replacement or credit, for any reason, must include (i) proof of purchase and original packaging; (ii) the contents are undamaged and in original condition, reasonable wear and tear excluded; (iii) all parts, accessories, documentation and packaging materials are returned; and (iv) equipment is returned with a valid return authorization number obtained from PhoneOne customer support department. You are responsible for the cost and risk of return shipping of equipment. If you receive cartons and/or Equipment that is visibly damaged, you must note the damage on the carrier’s freight bill or receipt and keep a copy. In such event, you must keep the original carton, all packing materials and parts intact in the same condition in which they were received from the carrier and contact PhoneOne customer support department immediately. To obtain a return authorization number, you must contact PhoneOne customer support department at 470-592-3939. If you receive PhoneOne provided phones and you want new phones but are less than (2/3rds) two thirds completed on your term agreement, you must purchase new phones. If you are more than (2/3rds) two thirds completed on your term, you can upgrade your phones by signing a new term of a least (3) three years.
The optional Session Border Controllers or Routers that are sometimes provisioned with the initial installation of PhoneOne VoIP services are engineered to meet the typical requirements for customers that have 10 or fewer concurrent call paths and no more than 10MB of broadband capacity. For customers that require or desire a more robust Session Border Controller or Router device to accommodate higher bandwidth thresholds, additional concurrent call paths or to meet other agreed upon criteria, PhoneOne will provide the customer with a quote for an Upgrade alternative. Following installation, should a customer require a Session Border Controller or Router Upgrades for any reason including the need to accommodate higher bandwidth, or additional call path requirements the customer may select to purchase a model that meets their requirements. In addition, installation charges per PhoneOne’s VoIP Professional Services dispatch schedule will apply. While customers are not required to upgrade their Session Border Controller at the time of their initial order placement, should the customer’s VoIP environment exceed the parameters of the quoted PhoneOne Session Border Controller or Router, any PhoneOne VoIP service quality commitments will not apply.
- COMPLIANCE WITH PAYMENT CARD INDUSTRY DATA SECURITY STANDARD. To the extent applicable, Customer (i) acknowledges that PHONEONE contracts with third party service providers who are responsible for the security of cardholder data while in such third party service provider’s possession, including the functions relating to transmitting of the cardholder data in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”). Customer acknowledges that PHONEONE (i) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS FACILITIES, TRANSMISSION, EQUIPMENT, DATA OR SERVICE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION, WITH RESPECT TO ANY OF ANY PCI DSS, and (ii) SHALL HAVE NO LIABILITY OR OBLIGATION TO ANY PARTY WITH RESPECT TO THE TRANSMITTING OF CARDHOLDER DATA, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY WITH RESPECT TO ANY ACTUAL OR ALLEGED VIOLATION OF PCI DSS.
- MANAGED SERVICES PLATFORM. PHONEONE’S Managed Services Platforms are provisioned with other communication services provided by PHONEONE or other service providers. PhoneOne does not make any claims or representations that the Managed Services CPE, VPN Connectivity, Remote Access VPN, Managed Firewall and Security features provide 100% protection from network security threats. Due to the continual introduction of innovative malicious attacks PhoneOne is not able to accept any liability for IP security breaches. The use of PhoneOne’s Managed Service features do not enhance, change or alter any such services, service level agreements or terms under which they may be provided. PhoneOne’s Managed Services Platforms may be configured in a manner that provides both PhoneOne and the Customer with full access to the Web Management Portal functions for the services ordered. Customer understands that PhoneOne will not be held liable for errors or omissions, whether made by either PhoneOne or the customer, related to the initial setting or subsequent changes to Central Management System settings. Upon customer request, PHONEONE can limit OR disallow Customer access to the Web Management Portal. Customer agrees to not (a) disassemble, decompile, or reverse engineer any PhoneOne Managed Services Platform component or equipment; (b) copy or otherwise reproduce any PhoneOne Managed Services product, in whole or in part; (c) modify PhoneOne Managed Services elements in any manner, or (d) use the PhoneOne Managed Services product in any manner to provide service bureau, time sharing, or other computer services to third parties. PhoneOne Managed Services Products may be provisioned with SimpleWAN SD WAN Service. Customers subscribing to such services are legally bound by the terms of those providers End User License Agreement in its entirety. The providers EULA and PhoneOne’s MSP Support Guidelines can be located at: https://MyPhoneOne.com.
32a. WIRELESS FAILOVER PROTECTION. Wireless Failover Protection is included with select PhoneOne Service offerings. Where included, the prices will be billed per the charges stated on the Pricing Exhibit and Service Orders. A fixed monthly charge will be assessed based on the specified amount of data protection chosen. In addition, usage charges will apply based upon the amount of any excess Wireless Failover usage. The purpose for the Wireless Failover Protection is to provide backup in order that the Customer may continue to transmit vital, yet low bandwidth communications such as the processing of credit card or debit card payment information. In the event the Customer elects to utilize the Wireless Failover Protection for any other purpose, notably data transmissions that will consume considerable bandwidth, Customer acknowledges they will be financially liable for any and all overage usage that should occur.
32b. MANAGED SERVICES VPNS. PhoneOne’s Managed Services Platforms can be configured to establish VPN tunnels between our own MSP devices or through compatible 3rd party VPN links. With PhoneOne’s MSP Premium Support plan, our configuration and ongoing maintenance support for VPNs does not apply to the use of 3rd party VPN links. Customers that require the use of 3rd party links may subscribe to our Standard MSP offering in which case, the subscriber is responsible for validating the compatibility of the 3rd party VPN and for administration of VPN configurations and ongoing maintenance of the Central Management System portals which is used for defining VPN settings.
32c. ALL WIRELESS SERVICES. PhoneOne offers Wireless services on a best effort basis. There are gaps in geographical coverage that, along with other factors both within and beyond our control or that of the wireless service provider (network problems, software, signal strength, physical wireless device, structures, buildings, weather, geography, topography, etc.), that can result in dropped and blocked connections, slower data speeds, lower voice service performance or otherwise impact the quality of services. Customers that subscribe to 4G Wireless Service acknowledge that if the wireless service can successfully default to 3G service, should they cancel the Managed Services Platform and Wireless Service, they will be liable for any applicable cancellation fees. Other than this exception, in the event that Wireless Service is not available and PhoneOne is unable to resolve or otherwise make such service available, Customer may discontinue their Wireless Service offering along with any CPE provided by PhoneOne for that specific location. Wireless services shall not be used for any remote medical monitoring. PhoneOne reserves the right to fulfill service using non-geographic Mobile Telephone Numbers (e.g. 5XX numbers where the NPA begins with a “5”). Customer may not port non-geographic MTNs to another provider as non-geographic numbers are not portable. PhoneOne may change, reassign or eliminate a MTN upon reasonable written notice under certain circumstances: fraud prevention, area code changes, regulatory and statutory law enforcement requirements. Customer shall bear the cost of any equipment reprogramming requirements which may result. Where the selected Wireless service plan includes roaming capabilities, activated equipment which is mobile may roam within areas where roaming coverage is available, but shall not be permanently located in a roaming location. Due to regulatory requirements regarding the wireless service providers network licenses, Customer must obtain PhoneOne’s approval and written agreement before installing, deploying or using any regeneration equipment or similar mechanism (for example, a repeater) to originate, amplify, enhance, retransmit or regenerate Wireless Service.
- PRODUCT TRIALS. Occasionally PhoneOne may present Customers with an offer to use select service offerings on a trial basis for a specified period of time in order to evaluate the service before being committed to any term agreements. In such an event, the duration of the trial along with any additional terms and conditions, if any, will be disclosed. If at any time during the trial period the Customer should determine to discontinue the use of the services it is the Customer’s responsibility to notify PhoneOne of their determination and Customer agrees to return any equipment provided by PhoneOne. Provided such notice of discontinuance is received within the specified period, the Customer will not be subject to Termination Fees.
- PHONEONE WEB PORTAL. Customer is solely responsible for all features and services elected using the PhoneOne Web Portal and for all charges that may be associated with such features and services.
- WARRANTIES AND LIMITATION OF LIABILITY. PHONEONE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS FACILITIES, TRANSMISSION, EQUIPMENT, DATA OR SERVICE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION LIMITATION OF LIABILITY. THE ENTIRE LIABILITY OF PHONEONE FOR ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF ITS PROVISION OF FACILITIES, TRANSMISSION, DATA, SERVICE OR EQUIPMENT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CORRESPONDING PROPORTION OF THE MONTHLY RECURRING CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT (OR ANY OTHER EVENT OR ACTION GIVING RISE TO A CLAIM) OCCURS WITH RESPECT TO ANY TARIFFED OR NON-TARIFFED SERVICE.EXCEPT FOR A REFUND OF ACTUAL CHARGES PAID FOR A NUMBER ASSIGNMENT, PUBLICATION, LISTING OR ADVERTISEMENT (OR WHERE LIABILITY CANNOT BE DISCLAIMED AS A MATTER OF LAW) PHONEONE SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO (i) ANY PREMATURE OR INCORRECT PUBLICATION, LISTING OR ADVERTISEMENT OR ANY TELEPHONE NUMBER OR BUSINESS; (ii) ANY OMISSION OR FAILURE TO LIST OR PUBLISH NUMBERS IN ANY DIRECTORY OR LISTING; AND (iii) ANY DISCONTINUANCE OR CHANGE OF ANY NUMBER. IN NO EVENT SHALL PHONEONE BE LIABLE FOR SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR OTHER BENEFIT. PHONEONE IS NOT LIABLE FOR ANY ACT OR OMISSION OF ANY OTHER PERSON OR PERSONS FURNISHING ANY PART OF THE SERVICE(S). THE REMEDIES SET OUT IN THIS AGREEMENT ARE THE EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES. ADDITIONAL LIABILITY INSURANCE REQUIREMENTS REQUESTED BY CUSTOMER ARE SUBJECT TO THE EXCLUSIVE REVIEW AND APPROVAL OF PHONEONE AND, WHERE APPROVAL HAS BEEN GRANTED BY PHONEONE, WILL BE CHARGED AT $250 OR MORE AS DETERMINED EXCLUSIVELY BY PHONEONE.
- MISCELLANEOUS. Customer may not assign this Agreement or other of its rights or obligations herein without PhoneOne’s prior written consent, which consent shall not be unreasonably withheld. PhoneOne shall not be liable under this Agreement to Customer for delays, failures to perform, damage, loss destruction of malfunction of any equipment, or any consequence caused by, or due to fire, earthquake, flood, water, natural disaster, third party labor disputes, utility curtailments, power failures, explosions, civil disturbances, governmental actions, third party shortages of equipment or supplies, unavailability of transportations, acts or omissions of third parties, or any other cause beyond its reasonable control, and any requirement for performance by PhoneOne shall be extended for a reasonable period until such force Majeure event can be resolved, except that if such event continues for a period of forty-five (45) days or more, Customer can submit written notice to PhoneOne that cancels any order for Services not yet delivered to Customer, or for which a substitute has not been made available by PhoneOne. This form and any attachments agreed to by the parties, along with any applicable tariff sections represent the entire understanding between PhoneOne and Customer with respect to the Services and supersede any prior written or oral offers or proposals provided by PhoneOne or its representatives not specifically incorporated herein by reference. Government entities may qualify for specialized billing treatment. Visit https://MyPhoneOne.com to review applicability. If either party fails, at any time, to enforce any right or remedy available to it under this Agreement, that failure shall not be construed to be a waiver of the right or remedy with respect to any other breach or failure by the other party. In the event any of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the unaffected provisions of this Agreement shall remain in full force and effect to the extent practicable and consistent with the legitimate original expectation of the parties. PhoneOne and Customer shall negotiate to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with such original expectations. Customer agrees that it will not affirmatively disseminate or disclose any of the material terms and condition of this transaction, other than those terms and conditions that are made available to the public by applicable law or regulation, except for that information that is or becomes known or available publicly without any violation of this Agreement, is obtained through a third party without any obligation of confidentiality, or is disclosed pursuant to law or legal process, or is disclosed with permission of the other party. Georgia law shall govern this Agreement, and the parties agree that any related litigation shall be brought only in Georgia state courts located in Forsyth County Georgia or the Federal court located in Gainesville, Georgia. This Agreement may only be modified in writing signed by both parties. For contract issues please contact PhoneOne, LLC, Attention Legal Department at P.O. Box 2466, Cumming, Georgia 30028 or FAX to 470-290-4501.