TERMS AND CONDITIONS OF SERVICE ORDER AGREEMENT
These Terms and Conditions of Service Order Agreement (“Terms and Conditions”) constitute the agreement between the user of communication services and/or equipment (“Customer”) and the Voice-Ring entity identified on Customer’s Service Order Agreement. Voice-Ring and Customer agree and understand that these Terms and Conditions apply to the provision and use of the equipment and services specifically described in the Service Order Agreement with Customer and Voice-Ring (collectively, the “Services”).
1 Emergency Services – 911 Dialing
1.1. 911 or E911 Dialing Service
The Services do support 911 or E911 access to emergency services in most locations. 911 dialing cannot be used in conjunction with a soft phone or virtual numbers. In order for 911 or E911 access to emergency services to be available to Customer, Customer shall register the address where Customer will use the Service as set forth in at Section 1.3. Customer must register each Voice-Ring phone number that Customer obtains. Customer is solely responsible for assuring that each phone has a proper E911 address.911 dialing does not work outside of the United States. Customer shall inform any employees, residents, guests and other third persons who may be present at the physical location where Customer utilizes the Services that (i) Voice-Ring’s 911 and E911 are different than traditional 911 and E911, and (ii) the important differences in and limitations of Voice-Ring’s 911 dialing as compared with traditional 911 or E911 dialing.
1.2. Where Voice-ring does not offer traditional 911 or E911 access, Customer must obtain 911 or E911 from another party.
1.3. Registration of Physical Location Required
In order for the 911 or E911 Service to operate, for each phone or phone line that Customer uses in connection with the Services, Customer must register with Voice-Ring the physical location(s) where the Services are being used in connection with each specific phone number (“Registered Address”). When a Device (as that term is defined in Section 21 of these Terms and Conditions) is moved to another location, Customer must promptly register the new location of the Device with Voice-Ring. Thereafter, Customer may register a new location by following the instructions in the “Notice” section of Customer’s Service Order Agreement. For purposes of 911 dialing, Customer may only register one location at a time for each phone number Customer uses with the Services. IF CUSTOMER DOES NOT REGISTER THE NEW LOCATION, ANY CALL MADE USING THE 911 FEATURE MAY BE SENT TO AN EMERGENCY CENTER NEAR THE OLD ADDRESS.
1.4. Confirmation of Update Required
The 911 dialing location information will not be updated for any phone number with which Customer is using the Services, unless and until Customer receives an email from Voice-Ring confirming that the 911 dialing location has been updated for that phone number.
1.5. How Emergency Personnel are Contacted
Voice-Ring contracts with a third party to use the address of Customer’s Registered Address to determine the nearest emergency response center and then forward the 911 call to that emergency response center.
Customer authorizes Voice-Ring to disclose its name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to Customer’s Registered Address.
1.6. Service Outages
911 dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Services, including 911 dialing, will not function until power is restored. Following a power failure or disruption, Customer may need to reset or reconfigure the Device prior to utilizing the Services, including 911 dialing.
Service outages, suspensions, terminations or other interruptions of service by Customer’s broadband provider or internet service provider (“ISP”) will prevent all Services, including but not limited to 911 dialing, from functioning.
Services outages due to suspension or termination of Customer’s account will prevent all Services, including 911 dialing, from functioning.
Customer’s ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Services are provided or otherwise impede the usage of the Services. During the period that the ports are being blocked or Customer’s Services are impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, the Services, including the 911 dialing, may not function. Customer acknowledges that Voice-Ring is not responsible for the blocking of ports by Customer’s ISP or broadband provider or any other impediment to Customer’s usage of the Services, and any loss of service, including but not limited to 911 dialing that may result.
If there is a services outage for any reason, such outage will prevent all Services, including but not limited to 911 dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in these Terms and Conditions.
1.7. Malicious Attack
911 dialing can be disabled by malicious attack. Customer understands and acknowledges that Customer’s network security should include an appropriate combination of:SIP-allowing firewalls; subnets; strong access controls; and other applicable controls.
1.8. Network Congestion
Customer acknowledges that there may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 call made utilizing the Services as compared to traditional 911 dialing over traditional public telephone networks.
1.9. Possible Lack of Automatic Number Identification
It may or may not be possible for the local emergency personnel to automatically obtain Customer’s phone number when Customer places a 911 or E911call. Voice-Ring’s system is configured to send the automatic number identification information; however, one or more telephone companies, not Voice-Ring, route the traffic to the emergency response center and that center may not be capable of receiving and passing on that information. As a result, the operator who answers the 911 call may not be able to automatically obtain the phone number and be able to place a call back if the call is not completed, is not forwarded, is dropped, or is disconnected.
1.10. Disclaimer of Liability and Indemnification
Voice-Ring does not have any control over whether, or the manner in which, 911 or E911calls are answered or addressed by any local emergency response center. Voice-Ring disclaims all liability or responsibility for the conduct of local emergency response centers and the national emergency calling center. Voice-Ring relies on third parties to assist in routing 911 calls to local emergency response centers and to a national emergency calling center. Voice-Ring 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. Neither Voice-Ring nor its officers, directors, employees, shareholders, affiliates, or agents may be held liable for any claim, damage, or loss and Customer hereby waives any and all such claims or causes of action, arising from or relating to Customer’s 911 dialing unless such claims or causes of action arose from Voice- Ring’s gross negligence, recklessness or willful misconduct. Customer shall defend, indemnify, and hold harmless Voice-Ring, its officers, directors, employees, shareholders, affiliates and agents and any other service provider who furnishes services to Customer in connection with the Services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney’s fees) by, or on behalf of, Customer or any third party relating to the absence, failure or outage of the Services, including but not limited to 911 dialing, incorrectly routed 911 calls, and/or the inability of any user of the Services to be able to use 911 or access emergency service personnel.
1.11. Alternate 911 Arrangements
If Customer is not comfortable with the limitations of the 911 or E911dialing service, Customer should consider having an alternate means of accessing traditional 911 or E911 services or terminate the Services. Customer acknowledges that it may engage such alternate means of accessing traditional 911 or E911 services at its sole option and discretion, and that nothing herein or in the Service Order Agreement precludes Customer from doing so.
1.12. Outside the United States
Customer understands and acknowledges that 911 and E911 do not work outside the United States.
2 Phone Service
2.1. Phone Number
The phone numbers are controlled by the rules of the Public Utility Commission and Federal Communications Commission. The Customer may not modify any phone number Voice-Ring programs into any broadband device or other equipment, duplicate the phone number to any device other than that authorized by Voice-Ring or, except as allowed for by law, transfer (port) the phone number to any other individual or entity.
2.2. International Calling
The Customer may be limited in the international destinations that can be called with the Services. The Customer should view Voice-Ring’s website, www.voice-ring.com, under the tab labeled “Support” for information about international destinations.
2.3. Phone Calls
All calls received via a local phone number are included in Customer’s plan. All calls received via a toll free phone number are billed at the toll free plan rate once the included minutes are used. The 100 toll free phone number plan includes 100 minutes. The 1,500 toll free phone number plan includes 1,500 minutes. The 10,000 toll free phone number plan includes 10,000 minutes. The Conference Bridge usage is billed per minute for all attendees. The 4,000 bundle of minutes plan includes 4,000 minutes with additional minutes billed per minute for all calls placed to a phone number within the continental United States or Canada. The 10,000 bundle of minutes plan includes 10,000 minutes with additional minutes billed per minute for all calls placed to a phone number within the continental United States or Canada. Calls outside the continental United States or Canada are billed according to the then current rate plan for the number being called. The additional minutes charges are billed in arrears. For all plans under the Service Order Agreement, the minutes are calculated on a six (6) second increment with a minimum call length of 24 seconds for all outbound calls. Partial increments (less than six (6) seconds) are rounded up to the next six (6) second increment.
All calls received via a local phone number are included in the Freedom Ring, 500 Ring, and Courtesy Ring Extension Plans. Calls placed by Freedom Ring Extensions to phone numbers within the continental United States or Canada are included in the Freedom Ring Extensions Plan. Calls placed by 500 Ring Extensions to phone numbers within the continental United States or Canada are billed per minute after the included 500 minutes are used. Calls placed by Courtesy Ring Extensions to phone numbers within the continental United States or Canada are billed per minute unless Customer’s service includes at least one 500 Ring Extension, then each minute is billed after all the 500 Ring Extension minutes are used. Calls placed by Freedom Fax Extensions to phone numbers within the continental United States or Canada are included in the Freedom Fax plan. Calls placed by 300 Fax Extensions to phone numbers within the continental United States or Canada are billed per minute after the included 300 ?4 minutes are used. The Conference Bridge usage is billed per minute for all attendees including extensions.
2.5. Line Package
Calls placed by the main number to phone numbers within the local calling area are included. Calls placed by an additional phone number within the local calling area are billed per minute. Only calls placed by an additional phone number with an Unlimited Local Plan within the local calling area are included. Calls placed outside the local calling area and within the continental United States or Canada are billed per minute. A 3 Line Package with 1,500 minutes includes 1,500 minutes. Each Additional Line 500 Minutes Added Plan will increase the 1,500 minutes by 500 minutes.
2.6. Line Package, Unlimited Minutes
Calls placed by the main number to phone numbers within the local calling area are included. Calls placed by an additional phone number within the local calling area are included. Calls placed by an additional phone number with Unlimited Local Plan within the local calling area are included. Calls placed to phone numbers within the continental United States or Canada are included.
2.7. Toll Free
Calls received via a toll free phone number are billed at the Toll Free Plan rate. Any call made to Customer’s toll free number from a payphone will incur additional charges. Voice-Ring will recover these amounts by means of a per-call charge, or in any other way appropriate for the recovery of these costs as determined by Voice-Ring in its sole discretion.
2.8. Pay-Per-Call Service
Voice-Ring will not complete calls from the Customer’s phone number to 900, 976 and similar numbers for pay-per-call services.
2.9. Lost or Stolen Equipment
If the Customer’s phone or other equipment is lost or stolen, the Customer must promptly notify Voice-Ring by following the instructions under the tab labeled “Support” on Voice- Ring’s website www.voice-ring.com. The Customer is responsible for all charges for Services provided to the phone number for the lost or stolen equipment prior to Voice-Ring being notified of the loss or theft. Voice-Ring will deactivate Services for the equipment upon notification of any loss or theft. The Customer may be required to provide evidence of the loss or theft (for example, a police report or sworn statement). If the equipment is later found, Voice-Ring, at its sole discretion, may require that the Customer exchange it for another phone or other equipment before Voice-Ring reactivates Services (if Services are reactivated), as well as pay a reactivation fee.
2.10. Unlawful, Fraudulent Usage
Voice-Ring will deactivate Services without prior notice to the Customer if Voice-Ring suspects any unlawful or fraudulent use. The Customer agrees to cooperate reasonably with 5 Voice-Ring in investigating suspected unlawful or fraudulent use. Customer is responsible for all uses related to Customer’s account whether or not customer authorized such unlawful or fraudulent use of the Services by third parties.
2.11. Use of Services and Device by Customers outside the United States
While Voice-Ring encourages the use of the Services within the United States to other countries, Voice-Ring does not presently offer or support the Services to customers located in other countries. If Customer moves the Device to a country other than the United States and uses the Services from outside the United States, Customer does so at Customer’s own risk, including the risk that such activity may violate laws in the non-United States country where the Device is operated.
2.12. Broadband Service Outage
Customer acknowledges and understands that service outages of broadband will prevent ALL Services, including but not limited to 911 dialing.
2.13. Loss of Service Due to Power Failure
Customer acknowledges and understands that the Services do not function in the event of power failure. Should there be an interruption in the power supply, the Services will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Services. Power disruptions or failures will also prevent dialing to emergency service numbers, including but not limited to the 911 calling feature. See Section 1 of these website Terms and Conditions for further details on 911 or E911 dialing service.
3 Monitoring the Services
Voice-Ring has no obligation to monitor the content of the Services, but may do so and disclose information regarding use of the Services for any reason if Voice-Ring, in its sole and absolute discretion, believes that it is reasonable to do so, including to: satisfy laws, regulations, or governmental or legal requests; operate the Services properly; or protect itself and its customers. Voice-Ring may monitor and disclose the nature and content of Customer’s communications if and as required by the Communications Assistance for Law Enforcement Act. Voice-Ring may immediately remove Customer’s material or information from Voice-Ring’s servers, in whole or in part, which Voice-Ring, in its sole and absolute discretion, determines to infringe another’s property rights or to violate Voice-Ring’s Acceptable Use Policy.
Voice-Ring shall be solely responsible for the maintenance of equipment and facilities owned or otherwise controlled by it and shall use reasonable efforts to maintain facilities and equipment that it provides to Customer, but not equipment provided by Customer. Customer shall not, nor permit others to, rearrange, disconnect, remove, attempt to repair or otherwise interfere with any of the facilities or equipment installed by Voice-Ring, except upon the written consent of Voice-Ring. Customer shall not use any such equipment or facilities for any purpose other than that for which Voice-Ring provided it. Voice-Ring may choose the equipment or facilities to be used in providing Services and may substitute, change or rearrange any such equipment or facilities at any time as long as the quality of Service or type of Service is not materially impaired or changed. Customer shall furnish or arrange to have furnished to Voice-Ring, at no charge, any space and/or electrical power required by Voice-Ring to provide any Service under the Service Order Agreement. At the points of termination of such Service should those points be located on premises of Customer or of its end user(s), Customer shall make all necessary arrangements in order for Voice-Ring to have timely access to such space at reasonable times and to the extent reasonably required by Voice-Ring for installing, inspecting, repairing and/or removing equipment and facilities of Voice-Ring. Voice- Ring shall have no right to place equipment or facilities in space owned or controlled by Customer without the prior consent of Customer. Voice-Ring shall not incur any liability of any kind for any delays or inability to install Services based on acts or omissions of Customer. Customer agrees to allow Voice-Ring access to remove all Voice-Ring equipment and facilities from Customer’s premises: (i) upon termination or expiration of Customer’s Service Order Agreement (or after termination of Services in connection with which the facilities were used); and (ii) for repair, replacement or otherwise as Voice-Ring may determine is necessary. Voice-Ring shall use reasonable efforts to minimize disruptions to Services related to the removal of equipment. At the time of such removal, such equipment and facilities shall be in the same condition as when installed, reasonable wear and tear excepted. Within thirty (30) days of written notice to Customer, Customer shall reimburse Voice-Ring for any damage to, or the cost of repair of, any equipment or facilities not in its original condition. All equipment and facilities provided by Voice-Ring shall be and remain its personal property at all times during the term of the Service Order Agreement. Customer shall not tamper with, remove or conceal any prominently affixed identifying plates, tags, or labels on any such equipment and facilities showing the ownership interest of Voice-Ring. In addition, Customer shall, from time to time, take additional actions and execute and deliver such further documents as Voice-Ring may reasonably request in order to confirm and protect Voice-Ring’s title to and ownership of any such equipment or facilities. Customer shall reimburse Voice-Ring for any damages to Voice-Ring’s equipment or facilities caused by: (i) any improper use of, or breach of Customer’s Service Order Agreement with respect to, any such equipment or facilities by Customer, its employees, agents or end users; (ii) improper use of Services by Customer, its employees, agents or end users; (iii) malfunction of any equipment or facilities not provided by Voice-Ring and used by Customer or Customer’s employees, agents, or end users, in connection with any Services provided hereunder; or (iv) fire, theft or other casualty on the premise of Customer (or of its agents or end users). Upon reimbursement for any such damages and at Customer’s sole expense, Voice-Ring will cooperate with Customer in prosecuting a claim against the person or entity causing such damage, and Customer shall be subrogated to the right of recovery of Voice-Ring for such damages to the extent of Customer’s payment. In the event Customer causes damage to facilities or equipment other than that owned by Voice-Ring, and such facilities or equipment are physically, optically and/or electrically associated with those of Voice-Ring, Customer shall indemnify and hold Voice-Ring its officers, directors, employees, and agents harmless from any and all claims arising from, damage to any such facilities or equipment.
5 Service Term
The term of Services provided shall be for the period of time set forth in the Service Order Agreement.
6 Use of Services and Device
Customer is liable for any and all use of the Services and/or the Device by any person making use of the Services or Device.
7 Billing and Payment
Unless otherwise indicated in the Service Order Agreement, Voice-Ring will bill in advance charges for Services to be provided during the ensuing month except for charges which are dependent upon usage of the Services, which charges will be billed monthly in arrears. Voice-Ring will invoice Customer for all charges incurred by, and credits due to, Customer. A one-time set up price and the first month’s service charge under Customer’s Service Order Agreement are due upon installation. The monthly service charge is the total monthly price for all individual items listed on Attachment A of Customer’s Service Order Agreement. All shipping costs of phones and equipment shall be paid by Customer per the invoice(s). Payment for Services are due and payable in U.S. dollars by the invoice due date. Payments not received by the invoice due date are considered past due. If any invoice is not paid when due, Voice- Ring in its sole discretion may: (i) apply a late charge equal to 1-1/2% (or the maximum legal rate, if less) of the unpaid balance per month; (ii) require an additional security deposit or other form of security; and/or (iii) take any legal action in connection with any other right or remedy which Voice- Ring may have under the Service Order Agreement, including, but not limited to, these Terms and Conditions, or at law or in equity. Customer shall notify Voice-Ring in writing of any disputed invoice amount within fifteen (15) days of the invoice date. If Customer terminates its Service Order Agreement for its convenience prior to the expiration of the Initial Term or any renewal term under the Service Order Agreement, Customer shall be liable for and shall pay to Voice-Ring the full amount of the service charges and fees which would be due for the remainder of the term of the Service Order Agreement. Customers who arrange for payment of Services by credit or debit card shall advise Voice-Ring in writing if such an account expires or such an account is closed. Customer waives its rights under Regulation E of 12 CFR 205 to receive ten (10) days advance notice from Voice-Ring regarding the amount Voice-Ring will debit from Customer’s account. If Customer’s account is credit/debit combination, Customer authorizes Voice-Ring to use the account as a credit card. Customer indemnifies and holds harmless Voice-Ring, its officers, directors, shareholders, employees, and agents for any claims of expenses resulting from providing a debit card instead of a credit card. If Customer’s credit card fails for any reason during the ordering process or any regular monthly billing process, Customer will have twenty-four (24) hours to provide Voice- Ring new credit information.
8 Taxes; Other Charges
Except for taxes or impositions based on Voice-Ring’s net income, Customer shall be solely responsible for payment of all sales, use, property, gross receipts, excise, access, bypass, franchise, value added, communications, or other local, state and federal taxes, fees, charges, or surcharges, however designated, imposed by any domestic or international government entity on or based upon the provision, sale or use of Services delivered by Voice-Ring. Voice-Ring reserves the right to pass on to Customer any tax levy or surcharge that Voice-Ring is obligated to pay to any governmental entity or third party where (a) such obligation is imposed by valid or lawful legislation or regulation and (b) such obligation arises out of the provision or use of the Services under Customer’s Service Order Agreement. Service shall not be subject to taxes for a given jurisdiction if Customer provides Voice-Ring with written verification, acceptable to Voice-Ring and to the relevant taxing jurisdiction, that Customer has been granted a tax exemption.
9 Software License
Voice-Ring grants to Customer a limited, nonexclusive, nontransferable and non-assignable license to install and use the Voice-Ring software (including software from third-party vendors that Voice-Ring distributes; in object code format), its associated documentation, and any updates thereto (“Licensed Programs”) in order to access and utilize the Services. Customer agrees to use the Licensed Programs solely in conjunction with the Services and for no other purpose. Voice-Ring may modify the Licensed Programs at any time, for any reason, and without providing notice of such modification to Customer. The Licensed Programs constitute confidential and proprietary information of Voice-Ring and Voice- Ring’s licensors and embody trade secrets and intellectual property protected under state and United States copyright laws, other laws, and international treaty provisions. All right, title, and interest in and to the Licensed Programs, including but not limited to associated intellectual property rights, are and shall remain with Voice-Ring and Voice-Ring’s licensors. Customer shall not translate, decompile, reverse engineer, distribute, remarket, or otherwise dispose or transfer of the Licensed Programs or any part thereof.
10 Disclaimer of Warranties and Limitation of Liability
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VOICE-RING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VOICE-RING MAKES NO EXPRESS WARRANTIES AND CUSTOMER WAIVES ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, EQUIPMENT, INSTALLATION OF SAME, INFORMATION OR SERVICES PROVIDED THROUGH VOICE-RING OR THE INTERNET GENERALLY. NO ADVICE OR INFORMATION GIVEN BY VOICE-RING OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. VOICE-RING DOES NOT WARRANT THAT THE SERVICES OR DEVICE WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. VOICE-RING DOES NOT AUTHORIZE ANYONE, INCLUDING BUT NOT LIMITED TO ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND SHOULD NOT RELY ON SUCH STATEMENT(S). VOICE-RING AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM CUSTOMER’S USE OF THE SERVICES OR THE INTERNET INCLUDING BUT NOT LIMITED TO ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. CUSTOMER AGREES THAT VOICE-RING AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS ARE NOT LIABLE FOR ANY INDIRECT, DIRECT, ACTUAL, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM VOICE-RING’S FAILURE OR INABILITY TO PROVIDE SERVICE PURSUANT HERETO. IN ANY EVENT, VOICE-RING’S CUMULATIVE LIABILITY TO ANY CUSTOMER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF OR THE INABILITY TO USE THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF $100. Voice-Ring’s sole liability to the Customer for any loss or damage arising out of providing or failing to provide Services (including but not limited to mistakes, omissions, interruptions, delays, errors, or defects) shall not exceed: (1) in cases related to a specific piece of equipment, the prorated monthly service charge for Services to the piece of equipment during the affected period, or (2) in cases not related to a specific piece of equipment, the prorated monthly service charge for Services to the Customer during the affected period. Neither Voice-Ring, its directors, officers, shareholders, employees and agents or its vendors, suppliers or licensors are liable for any damage arising out of or in connection with:
A. any act or omission of any telecommunications service or other service provider other than Voice- Ring;
B. any interruption or failure of 911 or E911 emergency services or identification of the phone number, address or name associated with any person accessing or attempting to access emergency services from your phone;
C. any dropped calls or inability to place or receive calls;
D. any interruption of Services, including but not limited to interruptions caused by equipment or facilities failure or shortages, transmission limitations or system capacity limitations;
E. any late or failed message delivery;
F. any directory listing;
G. the installation or repair of any products or equipment by parties who are not our authorized employees or agents; or
H. the Customer’s negligent or intentional act or omission.
11 Default and Termination
An event of “default” shall occur if (a) Customer fails to make payment as required and such failure remains uncorrected for five (5) days after written notice from Voice-Ring; or (b) Customer fails to perform or observe any material term or obligation (other than making payment) contained in the Service Order Agreement or the Terms and Conditions of Service Order Agreement set forth on Voice-Ring’s website, and any such failure remains uncorrected for thirty (30) days after written notice from Voice-Ring informing the Customer of such failure. Notwithstanding the foregoing, Customer will submit to Voice-Ring, by the invoice due date, full payment of the undisputed portion of the invoice. If Customer uses the Services for any unlawful purpose or in any unlawful manner, Voice-Ring, in its sole and absolute discretion, shall have the right to immediately suspend and/or terminate any or all Services hereunder without notice to Customer. In the event of a Customer default for any reason, Voice-Ring may: (i) suspend Service to Customer; (ii) cease accepting or processing Customer’s orders for Services; and/or (iii) terminate Customer’s Service Order Agreement. If the Customer’s Service Order Agreement is terminated due to a Customer default, such termination shall not affect or reduce Customer’s minimum monthly commitments required under Customer’s Service Order Agreement, if applicable, and all termination charges and penalties will apply. Customer agrees to pay Voice-Ring’s reasonable expenses (including attorney and collection agency fees) incurred in enforcing Voice-Ring’s rights in the event of a default by Customer. Customer will, however, remain liable for all charges incurred for Services provided prior to Customer’s termination of the Service Order Agreement. In no event shall Voice-Ring, its directors, officers, shareholders, employees, and agents be responsible for any losses or damages that the Customer may incur due to the termination of Customer’s Service Order Agreement.
In the event of bankruptcy or insolvency of either Voice-Ring or Customer or if either Voice-Ring or Customer make any assignment for the benefit of creditors or take advantage of any act or law for relief of debtors, the other party to the Service Order Agreement shall have the right to terminate the Service Order Agreement without further obligation or liability on its part.
Terms related to jurisdiction are set forth in the Customer’s Service Order Agreement.
14 Force Majeure
Except with respect to payment of monies due hereunder, neither Voice-Ring, its directors, officers, shareholders, employees, and agents or Customer will be liable for any failure of performance hereunder due to causes beyond its reasonable control including, but not limited to: acts of God, fire, explosion, vandalism, cable cut, flood, storm, or other similar catastrophe; any law, order, regulation, direction, action or request of the United States government or of any other government, including state and local governments having jurisdiction over either of the parties, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; national emergencies; insurrections, riots, wars, or strikes, lock outs, or work stoppages.
Voice-Ring shall be entitled to freely assign its obligations under the Service Order Agreement to a successor or other assignee. Customer shall not be entitled to assign its Service Order Agreement to a successor or assignee without the express written consent of Voice-Ring or its assignee, which consent will not be unreasonably withheld.
16 Government Regulation
If regulatory, tariff changes or restrictions of any department of a State or Federal government forbid, place restrictions or limitations which make use of the Services provided by Voice-Ring economically unfeasible, Voice-Ring and Customer reserve the right to re-negotiate the terms, or mutually terminate Customer’s Service Order Agreement.
17 No Waiver of Rights
Voice-Ring’s failure to exercise or enforce any right or provision of the Service Order Agreement shall not constitute a waiver of the right or provision. Voice-Ring reserves all of its rights at law and equity to proceed against anyone who uses the Services or Device illegally or improperly. All determinations by Voice-Ring under the Service Order Agreement and exercise of its rights are made and done in Voice-Ring’s sole and absolute discretion.
18 No Third Party Beneficiaries
The Service Order Agreement does not create any other third party beneficiary rights.
If any part of the Service Order Agreement or these Terms and Conditions is legally declared invalid or unenforceable, all other parts will remain valid and enforceable. This invalidity or non- enforceability will not invalidate or render unenforceable any other portion of these agreements.
The provisions of the Service Order Agreement and the Terms and Conditions relating to indemnification, limitations on liability, warranty limitations and disclaimers, billings and Customer’s obligation to pay for the Services provided and any additional usage charges shall survive the termination of the Service Order Agreement and the termination of the Services.
The term “Device” shall mean any and all equipment provided to the Customer in conjunction with the Services provided to the Customer under the Service Order Agreement.