Terms Of Service
MASTER SERVICE AGREEMENT
GENERAL TERMS OF SERVICES
These General Terms of Services are incorporated into, and along with the executed Service Order, constitute, the Master Services Agreement (the “Agreement”) between Customer and Freevoice, Inc.
By accessing or utilizing any of the Services or products offered by Freevoice Inc., you agree to be bound by the terms of this Agreement. These Terms of Services supersede all earlier versions and require mandatory arbitration of disputes. Please read these Terms of Services carefully, as they describe your legal rights and obligations. This Agreement shall become effective as of the date of (1) your signature on a Service Order or your electronic signature on or acceptance of this Agreement, (2) the activation of your account or (3) your receipt of an e-mail from Freevoice Inc. confirming your order, whichever happens first. Customer may be referred to using “you” and “your” herein.
1. Term. The “Term” of Services to be provided to Customer from Freevoice Inc. shall be as set forth in the Service Order. If no term of months is set forth in the Service Order or Customer does not select a longer term, the Agreement shall be on 36 month term. The Agreement shall automatically renew, after the original Term, for a 36 month term. Either party may terminate this Agreement (a) at the end of any initial or renewal term by providing the other party with at least sixty (60) days written notice: or (b) except as otherwise stated herein, during any initial or renewal term if the other party breaches any material term or condition of this agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of the same. If Customer terminates Service before the term selected by Customer for any reason, or Freevoice Inc. terminates Services for Customer's breach of this Agreement or the Freevoice Inc. AUP, Customer may be subject to a termination liability. The termination liability shall equal 100% of the monthly recurring charges for the terminated Services multiplied by the number of full months remaining in the initial term commitment. Further, Customer shall be liable to and immediately pay Freevoice Inc. for any discounts applied to the original Term of the Services, any equipment fees and any underlying third party charges that Freevoice Inc. incurs as a result of the early termination. All termination notices to Freevoice Inc. must be sent to: Support@freevoiceusa.com from the email support system registered email address. Freevoice Inc. may restrict or suspend your rights under this Agreement and Customer's of the Freevoice Inc. service at any time to the extent Freevoice Inc. deems it is necessary to protect the Freevoice Inc. network. Notwithstanding any other provision of the Agreement, Freevoice Inc. may elect in its sole discretion to terminate this Agreement and any or all outstanding Service Orders upon providing Customer with written notice of such election. In such event, the effective date of termination shall be thirty (30) days from the date of such notice.
2. Fees and Billing. Customer agrees to pay the amounts billed by Freevoice Inc. to Customer which shall include activation/installation charges, non-recurring charges, equipment charges, and monthly recurring charges and any other fees indicated in a Service Order or as set forth herein or in any addendum to this Agreement, or any cost recovery fees or government surcharges (collectively, "Service Fees") within thirty (30) days of invoice. You agree to pay all fees and charges incurred on your account, including any and all city, state or federal taxes and surcharges, whether imposed on Freevoice Inc. or directly on you. Please refer to the Freevoice Inc. Taxes, Fee and Surcharges list of possible Service Fees you may be charged at. Freevoice Inc. reserves the right to change the rates and charges for any renewal term by providing you reasonable written notice in advance of the effective date of change. Any monthly recurring fees that contemplates a fixed usage of minutes for domestic and international use shall be subject to an additional usage charge for any minutes that exceed the fixed amount. Unless otherwise indicated in a Service Order, Freevoice Inc. shall limit and cap usage for voice service at a standard usage rate, which shall be provided to Customer, and Customer may be billed for overages.
All fees and charges will be due, in U.S. dollars, on the first day of the service month as indicated on the Freevoice Inc. invoice and may be charged to your Payment Account without further notices from Freevoice Inc.. Billing is invoiced monthly in advance and will commence when the connection from the Freevoice Inc. network is completed to your equipment and service is initiated. All recurring months charges are due at the beginning of the service month. Accounts are in default if payment of all amounts due is not received forty-five (45) days after the date of invoice and are subject to an interest rate on the outstanding balance of either 1.5 % per month or at the maximum allowable rate under state law, whichever is lower. Accounts unpaid (60) days after the date of invoice may have the Service interrupted or terminated. Such interruption of Service does not relieve you of your obligation to pay for the Service. Only a written request to terminate your service, in accordance with these Terms, relieves you of your obligation to pay for the Service. If you default, you agree to pay Freevoice Inc. its reasonable expenses, including any attorney's or collection agencies fees, incurred in enforcing its rights.
“Payment Account” shall refer to the credit card account provided by you upon registration to pay for Services. Freevoice Inc. may add, delete, or modify the methods by which customers can pay for the Freevoice Inc. Services at any time without prior notice, in its sole discretion. Customer is deemed to have given Freevoice Inc. on-going and continuous authorization to charge any credit-card provided to Freevoice Inc. or any other Payment Account as long as Customer uses the Services and for any early termination liability. If Customer pays by check, if the check is returned unpaid, Customer will be subject to immediate termination for suspension of the Services as stated above and will be charged a check return and reinstatement fee in the amount of no less than $100, but in any event an amount determined by Freevoice Inc. in its sole discretion.
3. Billing Disputes. Only disputes made in good faith, in a timely manner and properly documented as required herein, as determined by Freevoice Inc. in its sole discretion, will be considered by Freevoice Inc.. To meet these requirements, Customer must provide Freevoice Inc. with written notice of any disputed charge(s) within thirty (30) days of the original Due Date for such charges. Along with such notice, Customer shall set forth in detail all grounds for disputing each charge and provide all documents supporting each dispute. Customer shall not have the right to withhold any amount not properly disputed. Freevoice Inc. and Customer shall attempt in good faith promptly to resolve any dispute within thirty (30) days of Freevoice Inc.’s receipt of notice of that dispute. If a dispute is not resolved, Freevoice Inc. shall have the right to determine in good faith the merit of each dispute and Customer’s associated payment obligation. If Freevoice Inc. determines that any amount withheld in dispute is owed, Customer shall pay that amount within ten (10) days of its receipt of written notice from Freevoice Inc. of such determination, plus interest at the lower of 2.0% per month or the maximum rate permissible under applicable state law, calculated from the Due Date until the date payment is received by Freevoice Inc.. Failure to pay such amount in full within such ten (10) day period shall be a breach hereof and shall entitle Freevoice Inc., in addition to its other remedies at law or equity, to terminate all Services to Customer without notice and without liability of any kind or amount. If Freevoice Inc. determines that any amount withheld in dispute is not owed, Freevoice Inc. shall issue a credit for that amount spread out evenly in future billings over a period to be determined in Freevoice Inc.’s sole discretion. Customer’s exclusive remedy for issues relating, whether directly or indirectly, to any disputes shall be in the forum and pursuant to the laws as set forth in the Agreement.
4. Limitation of Liability. IN ADDITION TO ANY LIMITATIONS OF LIABILITY RELATED TO SPECIFIC SERVICES, INCLUDING E911, AND Freevoice Inc. FRAUD POLICIES, IN NO EVENT SHALL Freevoice Inc. OR ANY AFFILIATED PERSON OR ENTITY BE LIABLE TO CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY FOR ANY PERSONAL INJURY, DAMAGE TO EQUIPMENT, LOSS OF DATA, PROFIT OR REVENUE OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, RELIANCE, COST OF COVER, SPECIAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER THE AGREEMENT, EVEN IF CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY ADVISES Freevoice Inc. OR ANY AFFILIATED PERSON OR ENTITY OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Freevoice Inc. SHALL NOT BE RESPONSIBLE FOR DAMAGE TO PROPERTY OR FOR INJURY TO ANY PERSON ARISING FROM THE INSTALLATION, MAINTENANCE OR REMOVAL OF EQUIPMENT OR THE PROVISION OF SERVICES, AND CUSTOMER HEREBY INDEMNIFIES AND HOLDS HARMLESS Freevoice Inc. FROM AND AGAINST ANY LIABILITIES INCLUDING ATTORNEY’S FEES ARISING OUT OF SUCH DAMAGE OR INJURY.
Customer acknowledges that Freevoice Inc. has set its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties and damages and Customer's indemnity obligations set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if this Agreement is found to have failed of their essential purpose.
5. DISCLAIMER OF WARRANTY. Freevoice Inc. MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Freevoice Inc. WILL NOT BE RESPONSIBLE FOR ANY DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY (INCLUDING ANY SUBSCRIBERS TO OR USERS OF ANY SERVICES PROVIDED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OF DATA RESULTING FROM DELAYS, NON DELIVERIES, OR SERVICE INTERRUPTIONS. Freevoice Inc. EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT OF THE INFORMATION PASSING THROUGH ITS NETWORK OR OVER THE INTERNET. USE OF ANY INFORMATION OBTAINED OVER THE Freevoice Inc. NETWORK OR THE INTERNET IS AT YOUR OWN RISK. Freevoice Inc. SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF THE INFORMATION OBTAINED THROUGH ITS SERVICE. IN NO EVENT WILL Freevoice Inc.’S LIABILITY FOR ANY CLAIM (WHETHER IN TORT, CONTRACT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN LAST MONTH OF SERVICES.
6. INDEMNIFICATION OF Freevoice Inc.. You agree that you shall fully defend, hold harmless and indemnify Freevoice Inc., including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines penalties, costs and expenses, attorneys’ fees, arbitration fees, mediation fees, expert expenses, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of you or your agent(s) to fully comply with all duties, obligations and other provisions set forth in this Agreement, including, but not limited to, your warranties set forth or your violation of a third party’s intellectual property rights. You further agree to defend, indemnify and hold harmless Freevoice Inc., including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, loses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of you or your agents in connection with the performance of this Agreement. You agree that Freevoice Inc. shall have the right to participate in the defense of any such claim through counsel of its own choosing at your expense.
7. Service Interruption: Your exclusive remedy for any unavailability or failure of the Freevoice Inc. network or any Services is Limited to termination of this agreement.
8. Customer Responsible for Fraud/Insurance. Freevoice Inc. recommends that Customer purchase fraud insurance. In the event Customer’s network security is compromised, Customer is financially responsible for said fraudulent service charges.
9. Resale. Customer acknowledges and agrees that Customer may not
sell, resell, transfer, convey, white label, wholesale or in any way distribute the Services to or for the benefit of any third party without express prior written consent of Freevoice Inc. (which consent may be withheld in Freevoice Inc.’s sole discretion). The foregoing prohibition shall apply, without limitation, to any and all fiber, circuits, equipment or other Service elements which Customer purchases from Freevoice Inc..
10. Privacy. It is Freevoice Inc.’s policy to respect your privacy. Freevoice Inc. will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior consent unless Freevoice Inc. deems it necessary, in its sole discretion, to comply with legal process or other legal requirements, including but not limited to responding to civil or criminal subpoenas, search warrants, national security letters, or other requests for information from law enforcement officials; protect and defend the rights or property of Freevoice Inc. or its officers, agents, affiliates, and licensees; enforce this Agreement; or protect the interests of other Freevoice Inc. customers.
NOTWITHSTANDING THE PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, Freevoice Inc. RESERVES THE RIGHT (SUBJECT TO APPLICABLE LOCAL LAW), IN ITS SOLE DISCRETION, TO MONITOR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO THE USE OF A USER’S MAIN ACCOUNT AND ANY SUB-ACCOUNTS, FOR THE PURPOSE OF INVESTIGATING VIOLATIONS OF THIS AGREEMENT OR TO ASSIST WITH CRIMINAL OR CIVIL INVESTIGATIONS AND AT ALL TIMES IN COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT OF 1994.
Your IP address is transmitted and recorded with each message you send using the Freevoice Inc. Services. Freevoice Inc. does provide certain information in aggregate form collected from and relating to you to third persons such as advertisers.
INTERNATIONAL CUSTOMERS UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED BY Freevoice Inc. IN THE UNITED STATES OF AMERICA. YOU FURTHER AGREE THAT THE PERSONAL INFORMATION WHICH YOU GIVE Freevoice Inc. WILL BE TRANSFERRED TO AND MAINTAINED IN THE UNITED STATES AND OTHER COUNTRIES; INCLUDING WITHOUT LIMITATION COUNTRIES IN THE EUROPEAN UNION AND ELSEWHERE. IF YOU DO NOT CONSENT TO THE TRANSFER OF YOUR PERSONAL INFORMATION INTO AND OUT OF THE UNITED STATES, DO NOT ACCEPT THESE TERMS AND CONDITIONS FOR THE Freevoice Inc. SERVICE. YOU FURTHER UNDERSTAND AND AGREE THAT REGARDLESS OF YOUR COUNTRY OF RESIDENCE Freevoice Inc. MAY DISCLOSE PERSONAL INFORMATION ABOUT YOU AND YOUR WEBSITE OR DOMAIN NAMES PURSUANT TO THIS SECTION, AND YOU EXPLICITLY WAIVE ANY RIGHTS TO PRIVACY OR PROTECTION OF PERSONAL DATA RELATING TO SUCH INFORMATION TO THE FULLEST EXTENT PERMITTED UNDER NATIONAL AND INTERNATIONAL LAW.
11. Equipment. Notwithstanding anything else in the Agreement, it is the Customer's responsibility to ensure all equipment used with the Services are properly configured and maintained. Any equipment, whether it is customer owned, rented or leased from Freevoice Inc. or provided to Customer by Freevoice Inc. for use in conjunction with Services will be subject to the terms and conditions set forth below or in the Agreement. Customer must unpack and place the equipment in a secure and environmentally controlled space. If at any time during the Services Term a piece of equipment fails and is in need of replacing, Freevoice Inc. may provide replacement equipment. The equipment failure shall be determined by Freevoice Inc. or its third-party subcontractors working with the customer in conjunction of Freevoice Inc.’s technical staff. Once determined by Freevoice Inc., in its sole discretion, that the equipment is in need of replacing, Freevoice Inc. may, in its sole discretion, ship replacement equipment to Customer’s site. If Freevoice Inc. installs or provides equipment on Customer’s premises for the purpose of enabling Freevoice Inc. to provide the Services to Customer, Customer agrees to provide Freevoice Inc. reasonable access into Customer’s premises for the purpose of installation, demonstration, inspection, maintenance, repair and removal of the equipment, as well as Freevoice Inc.’s installers with a safe working environment. Additionally, Customer acknowledges that it will have no right, title or interest in any equipment that Freevoice Inc. installs. Freevoice Inc. and Customer agree that the equipment will not become a fixture and Customer shall keep the equipment free from all liens, charges and encumbrances. Customer agrees: (1) to use the equipment only for the purpose of receiving Services ordered from Freevoice Inc. and no other purpose; (2) to prevent any connections to the equipment that are not expressly authorized by Freevoice Inc.; (3) to prevent tampering, altering or repair of the equipment, or inside wiring, by any person other than Freevoice Inc.’s authorized personnel; (4) to assume complete responsibility for improper use, damage or loss of such equipment regardless of cause (including damage or loss caused by force majeure events), except to the extent caused by Freevoice Inc. or its suppliers; and (5) to return the equipment in good condition, ordinary wear and tear resulting from proper use excepted, immediately upon discontinuance of Service. In the event the equipment is not returned in good condition, Customer agrees to pay Freevoice Inc. an amount for each equipment device in accordance with Freevoice Inc.’s standard equipment costs. Freevoice Inc. will only provide those equipment manufacturer warranties that Freevoice Inc. receives directly from a manufacturer and does not otherwise offer, and expressly disclaims, any warranty on equipment.
12. Compliance with Laws/AntiRobocall Mitigation. Customer shall at all times conform to its use and comply with all state, federal and international laws with respect to its utilization of the Service. If Freevoice Inc. is informed by any governmental authority or other parties of alleged illegal use of Freevoice Inc. facilities or Freevoice Inc. otherwise learns of such use or has reason to believe such use may be occurring, then Customer will cooperate in any resulting investigation by Freevoice Inc. or government authorities. Any government determinations will be binding on Customer. If Customer fails to cooperate with any such investigation or determination, or fails to immediately rectify any illegal use, Customer will be in breach of this Agreement and Freevoice Inc. may immediately, and without further notice, suspend Customer's Service. Your use of Freevoice Inc. network may only be for lawful purposes. Transmission of any material in violation of any law, regulation or Freevoice Inc. Acceptable Use Policy is strictly prohibited. You agree to hold harmless Freevoice Inc. from any claims resulting from your use of the Service or the use of the Service by any of your customers or others throughout your chain of distribution, including end users, which damage you or another party. Freevoice Inc. is bound by certain laws and regulations under the Traced Act and the STIR/SHAKEN regulations to mitigate any robocall traffic that originates on its networks and will vigoursously enforce those rules and any tracebacks originating from a Customer account may result in immediate suspension and termination of the Services.
13. Software. Freevoice Inc. may, in its sole discretion, provide you with Freevoice Inc. software (“Software”) in combination with your Services. Upon payment of all fees due and owing to Freevoice Inc. under this Agreement, Freevoice Inc. hereby grants, and you hereby accept, a non transferable, revocable, non-sublicensable, and non-exclusive license to use the Freevoice Inc. Software and all related documentation for your own personal or business use during the term of this Agreement. Any rights not expressly granted herein shall be reserved for Freevoice Inc.. Source code or other information pertaining to the logic design of the Freevoice Inc. Software is specifically excluded from the license granted hereunder.
Although certain Freevoice Inc. Software may be provided free of charge, Freevoice Inc. reserves the right to charge for the Freevoice Inc. Software or any updates thereto or upgrades therefore at any time.
You recognize that the Freevoice Inc. Software and all related information, including but not limited to any and all updates, improvements, modifications, enhancements, and information related to installation of the Freevoice Inc. Software at your home or office, are proprietary, and that all rights thereto, including copyright, are owned by Freevoice Inc.. You further acknowledge that you have been advised that the Freevoice Inc. Software, including updates, improvements, modifications, enhancements, and information related to installation, constitutes a trade secret of Freevoice Inc., is protected by civil and criminal law, and by the law of copyright, is valuable and confidential to Freevoice Inc., and that its use and disclosure must be carefully and continuously controlled. Freevoice Inc. shall at all times retain title to all the Freevoice Inc. Software and all related information, including all updates, improvements, modifications and enhancements, furnished to you hereunder. Unless provided otherwise in the specifications for Your Services, the Freevoice Inc. Software supplied hereunder is for your personal or business use. You shall not permit any third party to use the Freevoice Inc. Software or allow access to the Freevoice Inc. Software from sites outside of your home or business premises except as specifically authorized in writing by Freevoice Inc.. The Freevoice Inc. Software is to be used only for the purposes specified in this Agreement and while you have custody or possession of any of the Software, you will not: (i) reproduce, copy or publicly display, or permit anyone else to reproduce, copy or publicly display, any of the Freevoice Inc. Software, whether such Freevoice Inc. Software is in written, magnetic or any other form, except pursuant to reasonable backup procedures, or for use pursuant to this Agreement, nor; (ii) provide or make the Freevoice Inc. Software available to any person or entity other than your employees or agents who have a need to know consistent with your use thereof under this Agreement, nor; (iii) create or attempt to create, or permit others to create or attempt to create, by disassembling, reverse engineering or otherwise, the source programs or any part thereof from the object program or from other information (whether oral, written, tangible or intangible) made available to you under this Agreement, nor; (iv) copy for your own use or the use of others operator manuals, system reference guides, training materials and other user-oriented materials without the prior written consent of Freevoice Inc.. In order to protect Freevoice Inc.’s trade secrets and copyrights in the Freevoice Inc. Software, you agree to reproduce and incorporate Freevoice Inc.’s trade secrets or copyright notice in any copies, modifications or partial copies.
You agree to notify Freevoice Inc. forthwith if you obtain information as to any unauthorized possession, use or disclosure of any Freevoice Inc. Software by any person or entity, and further agree to cooperate with Freevoice Inc. at Freevoice Inc.’s expense, in protecting Freevoice Inc.’s proprietary rights. Unless agreed otherwise in writing by Freevoice Inc., the Freevoice Inc. Software may be used only on a single computer or workstation. Freevoice Inc. software designed for use on portable workstations may be installed on both a portable and a stationary computer but may not be used on both simultaneously. You may not install the Freevoice Inc. Software on a network except to facilitate permissible installation of the Freevoice Inc. Software on computers attached to the network. You warrant and guarantee that all users of the software shall be aware of and comply with the terms of this license.
Certain Freevoice Inc. Software is provided for online use as part of the Freevoice Inc. Services (the “Freevoice Inc. Online Software”), and the use of such software may be subject to fees as outlined in this Agreement. The Freevoice Inc. Online Software is hosted software which runs directly on Freevoice Inc.’s servers, and you may not download, install, store or make any copies of the Freevoice Inc. Online Software, nor may you sublicense the Freevoice Inc. Online Software. You agree not in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the Freevoice Inc. Online Software or any copies thereof and not to assist any third party in doing so. The Freevoice Inc. Online Software is designed to be used through the Freevoice Inc. user interface and, as such, may be utilized by any authorized user from any computer or workstation. This license is automatically revoked upon termination of this Agreement. Freevoice Inc. reserves the right to suspend the use of, modify or discontinue the Freevoice Inc. Online Software for any or all customers at any time without notice. Certain Online Software is also Third-Party Software and is subject to the applicable provisions of this Agreement. Freevoice Inc. may limit the functionality of any such third-party Online Software, in its sole discretion. Freevoice Inc. provides its customers with the ability to order certain third-party software (the “Third Party Software”), depending on the hosting package ordered. Except for Third Party Software which is also Online Software, such Third-Party Software is delivered to Freevoice Inc. Customers by mail and may be ordered via customer’s control panel for a period of six months after the commencement of the Freevoice Inc. Services. The license conditions governing the use of the Third-Party Software may differ from Freevoice Inc.’s own software licenses. Customers of Freevoice Inc. are bound by the conditions of all licenses pertaining to such Third-Party Software and should make themselves familiar with their terms and conditions. Some such Third-Party Software is provided under license from Microsoft Corporation (“Microsoft Software”), and Customers using Microsoft Software are bound by the TERMS AND CONDITIONS Microsoft Software Products, which are incorporated herein by reference. Freevoice Inc. does not provide Technical Support for the Third-Party Software. THE THIRD-PARTY SOFTWARE IS OFFERED “AS-IS.” THE PROVISION AND OFFERING OF THIRD PARTY SOFTWARE BY Freevoice Inc. DOES NOT CONSTITUTE AN ENDORSEMENT OF THE THIRD-PARTY SOFTWARE, NOR CAN Freevoice Inc. MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE AND FUNCTIONALITY OF SUCH THIRD-PARTY SOFTWARE. In the event of termination of this Agreement, or upon any act which shall give rise to Freevoice Inc.’s right to terminate, or upon the expiration of the license for Freevoice Inc. Software which is subject to a limited-duration license, any and all licenses granted under this Agreement shall terminate automatically, and you will remove, erase or destroy the Freevoice Inc. Software and documentation and all copies thereof, wherever located, without demand or notice. Freevoice Inc. may stop providing the Software or any updates thereto, including but not limited to the Online Software or the Third-Party Software, at any time without notice or any further liability to Customer. Software for International Customers is available for download only. Certain Software (including Third-Party Software) may not be available to International Customers.
14. Choice of Law//Waiver of Jury Trial. This Agreement shall be interpreted according to the laws of California, United States of America, and, where applicable, the federal law of the United States of America, without regard to conflicts of law principles. All claims under the Agreement must be brought in the home jurisdiction of Freevoice Inc..
In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND Freevoice Inc. THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived. Neither you nor Freevoice Inc. may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to this Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. YOU AND Freevoice Inc. ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.
15. Confidentiality, Trademark, and Copyright. During the course of this Agreement you may gain access to certain confidential, proprietary and trade secret business or technical information belonging to Freevoice Inc. in connection with Freevoice Inc.’s performance of the Freevoice Inc. Services (“Confidential Information”). You agree to preserve the confidentiality of all Confidential Information that is provided in connection with the Agreement, and shall not, without the prior written consent of Freevoice Inc., disclose or make available to any person, or use for your own or any other person’s benefit, other than as necessary in performance of your obligations under this Agreement, any Confidential Information of Freevoice Inc.. Freevoice Inc. retains all right and title to such Confidential Information. Freevoice Inc. is a service mark of Freevoice Inc.munications, Ltd. All rights reserved. The trademarks, logos, and service marks displayed on Freevoice Inc.’s website (collectively, the “Marks”) belong to Freevoice Inc. and/or its affiliates or third parties which have licensed those rights to Freevoice Inc. (“Partners”); Freevoice Inc. and Partners retain all rights to the Marks and nothing in this Agreement grants you or anyone else any right whatsoever to the use of the Marks. You may not use, reproduce, or display any Marks without their owner’s prior written consent. All other trademarks, product names, and Freevoice Inc. names and logos appearing on Freevoice Inc.’s website are the property of their respective owners. Unless expressly stated otherwise by Freevoice Inc., you should assume that all content, images, and materials appearing on this Web Site (collectively the “Freevoice Inc. Content”) are the sole property of Freevoice Inc.. Both U.S. and international copyright laws and treaties protect such Freevoice Inc. Content. You may not use, reproduce, display, or sell any Freevoice Inc. Content without Freevoice Inc.’s prior written consent. You may not link to any page within Freevoice Inc.’s Website or frame any portion of the site without Freevoice Inc.’s prior written consent.
16. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision(s) of this Agreement shall not affect the validity or enforceability of any other provision.
17. Non-Enforcement Does Not Constitute Waiver. Failure of Freevoice Inc. at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of Freevoice Inc..
18. Notices. Freevoice Inc. may provide notice to you via e-mail sent to the e-mail address provided by you upon registration or as subsequently provided by you to Freevoice Inc.. Such notice is deemed effective whether you receive it or not and shall be deemed written notice for the purposes of this Agreement. You may provide notice to Freevoice Inc. in one of the following ways: by personal delivery; by addressing the notice as indicated below and depositing the same by registered or certified mail, postage prepaid, in the United States mail to 1240 N. Van Buren St Suite 101 | Anaheim | CA | 92807; By Federal Express; or by e-mail and registered or certified mail. Such notice, statement or other document so delivered to Freevoice Inc., except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when first personally delivered, on the date of delivery or on the first date of receipt. Notice by e-mail to Freevoice Inc. shall be deemed ineffective, null and void unless a copy of such notice is also sent by registered or certified mail and postmarked not more than five days subsequent to the giving of e-mail notice. Any such e-mail notice to Freevoice Inc. shall be deemed effective as of the date on which Freevoice Inc. receives the certified or registered mail notice.
19. Force Majeure. In the event of “force majeure” (as defined below), Freevoice Inc. may terminate this Agreement without liability to you. For purposes of the Agreement, “force majeure” shall mean circumstances or occurrences beyond Freevoice Inc.’s reasonable control, whether or not foreseeable at the time of entering into the Agreement, in consequence of which Freevoice Inc. cannot reasonably be required to perform its obligations hereunder or otherwise perform its obligations under the Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, termination or temporary unavailability of any computer hardware or software, server, or network on which the Freevoice Inc. Services are located or maintained or through which the Freevoice Inc. Services are provided, and non-availability of any permits, licenses and/or authorizations required by governmental authority. Freevoice Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Freevoice Inc. Services (or any part thereof) with or without notice. You agree that Freevoice Inc. shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Freevoice Inc. Services.
20. No Assignment By You; Assignment By Freevoice Inc.. This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by you without Freevoice Inc.’s prior written consent. In particular, you may not sell accounts or subaccounts to third parties. Notwithstanding the above, this Agreement shall be binding upon your successors and assigns, if any. Freevoice Inc. may assign or license any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion.
21. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of Freevoice Inc. or you has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement, and Freevoice Inc. and you hereby acknowledge and agree that neither Freevoice Inc. nor you have executed this Agreement in reliance upon any such representation or promise.
22. Modification. This Agreement may be materially altered by Freevoice Inc. by posting the new version of the Agreement at Https://freevoiceusa.com/terms and if posted in this manner, shall be effective immediately upon posting such notice. In the event that Freevoice Inc. does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of the posting of notice of such change. You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of Freevoice Inc.. No additional or conflicting term in any other document used by you will have any legal effect.
23. Statute Of Limitations. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
24. Employee Non-Solicit. Customer shall not directly and shall ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Freevoice Inc.. If any employee of Freevoice Inc., as a result of active recruitment solicitation by you, becomes employed by you, you agree to pay Freevoice Inc. at the time of such employment an amount equal to fifty (50%) of the employee’s estimated income during the first year of employment. This paragraph does not pertain to unsolicited employees that voluntarily approach you for employment.
TERMS OF SERVICE
VOIP SERVICES
In addition to the Master Service Agreement General Terms of Services, the following Terms of Services shall apply to Freevoice Inc.’s voice Services.
E911/911: The Freevoice Inc. voice Services are subject to restrictions and disclaimers on the E911/911 services that can be found at FreevoiceUSA.com/TERMS. Any use of call forwarding to mobile phones or the use of VoIP to mobile software applications will not be compatible with Freevoice Inc.’s E911/911 services and 911 calls will have to be routed by your mobile provider.
Operational Matters. The Customer shall be solely responsible at its own expense for connecting to the Freevoice Inc. VOIP network, for procuring the necessary facilities or equipment required to interconnect and for coordinating the provisioning of its respective matching facilities and/or equipment to utilize the Services. Freevoice Inc. will use its best endeavors to provide the Services on the anticipated date of Services commencement. The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities.
Telemarketing Traffic. Freevoice Inc. does not accept for termination any dialer–originated telemarketing traffic or any fax broadcasts, including any traffic that would violate the Telephone Consumer Protection Act ("TCPA"), which prohibits the sending of facsimile advertisements without the prior consent of the recipient, do not call laws, or similar consumer protection laws.
Traffic Control By Customer. In addition to any other terms and conditions of the Agreement or the TOS, Customer shall bear the following responsibilities in connection with the Service:
Customer shall manage the integrity of the traffic egressing Customer’s network;
Customer shall screen, and block calls destined to (a) unassigned numbers or (b) numbers with invalid formats;
Customer shall manage and correct, as necessary, any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm or adversely affect Freevoice Inc. or its network.
In the event that Customer fails to comply with the requirements described above, Freevoice Inc. shall have the right (but not the obligation) to take protective action against Customer in order to protect Freevoice Inc.’s egress network, which protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is reasonably resolved.
Service Limitations. The Service is not intended to replace Customer's primary phone service. All telecommunications traffic carried by the Service(s) must be IP originated. Customer acknowledges and agrees that the Service(s) may not be compatible with all communication equipment. In addition, different regulatory treatment may be applied to the Service(s) than is applied to other telecommunications services, which may affect Customer's rights before regulatory agencies and other governmental bodies.
Freevoice Inc. does not support 0+ calling (including without limitation collect or third-party billing), 900 and 976 calls, and 10-10 "dial-around" calls. The Service(s) may not support 311, 411, 511 and/or other x11 services in some or all Service areas. Customer understands and acknowledges that access to the aforementioned functionality is not part of the Service(s).
Customer Network Facilities. Customer shall be solely responsible for any installation, testing, maintenance and security of its own network facilities.
Database Updates. Customer shall furnish all information reasonably requested by Freevoice Inc. in order for Freevoice Inc. to provide each Service. Customer shall ensure that all information and data that it has given or that it will give to Freevoice Inc., including but not limited to Customer's billing information, mailing address and email address, is current and accurate at all times. Freevoice Inc. shall have no responsibility to verify the accuracy of any information provided by Customer and shall have no liabilities or obligation relative to any amount billed or notices delivered incorrectly as a result of inaccurate information provided by Customer and Customer's failure to correct or update the same.
Traffic Requirements. If during any 24-hour period, Customer's Answer Seizure Ratio (ASR) is calculated by Freevoice Inc. to be below 60.0% and/or the Average Length of Call (ALOC) is calculated by Freevoice Inc. to be below 60.0 seconds, Freevoice Inc. may immediately and without notice:
Charge Customer a surcharge of $0.01 per call attempt, which shall be in addition to all other fees and charges billed to Customer for its consumption of the Service(s); or
Modify its billing method and charge Customer for its consumption of Service(s) in accordance with Freevoice Inc.'s then current Short Duration Rate Deck.
Local Number Portability (LNP). If Customer desires to port a number either to or from Freevoice Inc.'s network, Customer shall execute and/or deliver to Freevoice Inc. all documents and information requested by Freevoice Inc., including, but not limited to, all required Letters of Authorization ("LOA"). Customer acknowledges and agrees that Freevoice Inc. shall have the right to refuse to port any number to its network for any reason. Customer agrees that Freevoice Inc., in its sole discretion, may port a number to any third-party provider selected by Freevoice Inc. in order to provide the Service(s), and that Freevoice Inc. may be required to be named as the Customer of Record for such number. Freevoice Inc. will make reasonable commercial efforts to execute all port requests; however, Freevoice Inc. has no control over any porting process (either to or from Freevoice Inc.'s network). As such, Freevoice Inc. makes no guarantees or warranties that a number will be ported on a particular day, or that a submitted port request will actually result in the number being ported. Freevoice Inc. will inform Customer of port dates when such dates are known to Freevoice Inc.. Freevoice Inc. reserves the right to change the port date in its sole discretion. Customer agrees to comply with all applicable rules, regulations and orders, including but not limited to all FCC and public utility commission rules regarding number porting. Freevoice Inc. makes no warranty that the Service(s) associated with a number will be uninterrupted or error free during any porting process. Customer acknowledges that, if any account associated with the number being ported is canceled or suspended prior to the port date, such number may not be eligible for porting. A port request to Freevoice Inc. to move a number away from Freevoice Inc. does not act to terminate Customer’s Agreement. It is Customer's sole responsibility and obligation to cancel its account(s) with Freevoice Inc. in addition to submitting a port request and Customer shall be solely responsible for any contractual obligations it has with such Freevoice Inc. and any applicable fees and charges, including early termination fees. Number porting is done at the Customer's sole risk. Under no circumstances shall Freevoice Inc. be liable for any damages, including, without limitation, loss of profits, associated with porting or not porting a number. Customer agrees to indemnify and hold Freevoice Inc., the third party vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of any number port requested by Customer, including those arising from any slamming complaints.
Customer acknowledges that requests to port numbers away from Freevoice Inc.'s Network will be completed not less than seven (7) days from the date of the request. Customer also acknowledges that it will not port any vanity or 800 numbers without verification from the end user. Customer agrees to comply with all LNP policies established from time to time by Freevoice Inc.. Freevoice Inc. may modify its LNP policies at any time with or without notice to Customer and customer agrees to comply with all such modifications.
Usage. Freevoice Inc. reserves the right, in its sole discretion, to examine Customer’s voice, fax and toll-free calling usage pattern and adjust the rates or impose a surcharge if such usage pattern is not normal or customary under generally accepted industry standards for the type of voice Service being used (“Non-Customary Calling”). In the event Freevoice Inc. adjusts Customer’s rates due to Non-Customary Calling, Customer’s sole and exclusive remedy shall be to terminate the remaining usage commitment (if any) under the applicable Service Order. In such event, Customer shall continue to be liable for any access loop monthly recurring charges through the remainder of the Service Order Term.
If 10% or more of Customer’s completed calls during any billing cycle constitute calls with a duration of less than six seconds in length (each, a “Short Duration Call”), Freevoice Inc. may charge each Short Duration Call during such Billing Cycle (including those Short Duration Calls under the 10% threshold) an additional $0.01 surcharge per call. Freevoice Inc. shall rate all such calls to the fourth (4th) decimal. In the event of any inconsistency between the provisions of this paragraph and an applicable pricing table set forth in an Attachment or a Service Order, the provisions in this paragraph shall control.
If the completion percentage of Customer’s attempted calls is in excess of 50% (the “Non-Completed Call Percentage Threshold”) for any given week on any given trunk group, Freevoice Inc. may, in its sole discretion: (a) upon 30 calendar days email notice, disconnect any and all circuits providing the applicable Service; or (b) charge a surcharge equal to $20 per DS-O for all circuits providing such Service.
All domestic calls will be rated in six (6) second increments with a six (6) second per call minimum and rounded to the third decimal place for each call charge. All international and calling card calls will be rated in six (6) second increments with a thirty (30) second per call minimum and rounded to the third decimal place for each call charge except Mexico, which will be rated in sixty (60) second increments.
For purposes of this section and the subparagraphs thereunder, the following terms and definitions shall apply. “Time Point” or “TP” shall be the measurement method for call duration. TP-1 is the “request for service event”; TP-6 is the “answer detected event”; TP-7 is the “call disconnect event”. Call duration shall be measured as follows: for Carrier Toll-Free Transport (TDM) and CIC products (TDM and VOIP), call duration is measured Disconnect time (Time Point 7 minus Start time (Time Point 1); or for all other circuit switched and NOS products (TDM), call duration is conversation time and is measured Disconnect time (Time Point 7) minus Service Established time (Time Point 6); or (c) for VoIP Services, call duration is conversation time and is measured as Disconnect Time (BYE message) minus Service Established time.
The following minimum utilization requirement (“Utilization Commitment”) shall apply to end user dedicated 1+ outbound service and end user Dedicated 8xx Inbound Service:
No Freevoice Inc. port (“Port”) to which any dedicated access loop (“DAL”) is connected may have zero traffic utilization for thirty (30) consecutive days following the first three (3) calendar months after connection of the Port to the DAL.
If the Customer violates the foregoing Utilization Commitment, Freevoice Inc. may, in its sole discretion and upon thirty (30) calendar days e-mail notice, disconnect the DAL from the Port. This will not excuse Customer from paying the monthly charge for such Loop or release Customer from any monthly usage commitment set forth in any applicable Service Order.
Subject to Freevoice Inc.’s Underutilization Policy, if in any applicable monthly or annual period, Customer’s total utilization is less than the Utilization Commitment, Customer shall pay Freevoice Inc. an underutilization charge (“Underutilization Charge”) equal to the difference between the Utilization Commitment and Customer’s total utilization of the applicable Services for such monthly or annual period. Such payment shall be in addition to any current usage or recurring monthly charges and shall be paid within thirty (30) days of Customer’s receipt of an invoice containing such Underutilization Charge(s). Customer hereby agrees that the Utilization Commitment and Underutilization Charge(s) are reasonable.
Customer is solely responsible for fraudulent calls or data transmitted utilizing the Services. Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and Freevoice Inc. shall have no liability therefor. Customer is solely responsible for payment of all long distance, toll and other telecommunications charges incurred through use of the Services being provided hereunder regardless of whether such use was intended or authorized by Customer. Customer shall defend, indemnify and hold harmless Freevoice Inc. from and against all costs, expenses, claims or actions arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused from paying Freevoice Inc. for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event Freevoice Inc. discovers fraudulent calls being made, nothing contained herein shall prohibit Freevoice Inc. from taking immediate action, without notice to Customer, that is reasonably necessary to prevent such calls from taking place. Notwithstanding the foregoing, it is understood that Freevoice Inc. is under no obligation to investigate the authenticity of calls charged to Customer's account and shall not be liable for any fraudulent calls processed by Freevoice Inc. and billed to Customer's account.
Recording of Calls. Freevoice Inc. hereby puts Customer on notice that any calls between Customer and Freevoice Inc. personnel may be recorded for quality assurance and other commercially reasonable purpose. Customer hereby acknowledges and agrees that such calls may be recorded. Customer is solely responsible for complying with all one-party and two-party consent rules regarding the recording of telephone calls.
Service Delivery. Freevoice Inc. will deliver Service to the open internet and a Service is considered installed and working when it is available to connect via the open internet.
CPNI. Freevoice Inc. acknowledges that it has a duty, and Customer has a right, under federal and/or state law to protect the confidentiality of Customer's proprietary network information (“CPNI”). Such CPNI includes information about the telecommunications Services purchased by Customer from Freevoice Inc., Customer account activity (for example, telephone numbers) and charges incurred by Customer. With Customer’s consent, Freevoice Inc. may use this information for marketing purposes to offer Customer the full range of products and services available from Freevoice Inc. that may be different from the type of Services Customer currently buys from Freevoice Inc.. Freevoice Inc. and Freevoice Inc. affiliate’s offer other services, including voice, collocation, hardware (by sale or lease) and managed services. Freevoice Inc. may also share Customer information with its affiliates, agents and partners to offer the services and products described above. Freevoice Inc. requires Customer’s consent for Freevoice Inc. and its affiliates, agents and partners to use this information to offer the services and products described above. By signing the Agreement and taking no further action, Customer gives Freevoice Inc. Customer’s consent to use and disclose Customer CPNI as described above. Customer may refuse CPNI consent by signing the Agreement but then notifying Freevoice Inc. in writing of Customer’s decision to withhold Customer’s consent. Customer’s consent or refusal to consent will remain valid until Customer otherwise advises Freevoice Inc. Customer’s decision to approve or disapprove use or disclosure of Customer CPNI as described in this section will not affect Freevoice Inc.’s provision of Service to Customer.
TERMS OF SERVICE
9-1-1/E9-1-1
SERVICES/DISCLAIMERS/LIMITATIONS OF LIABILITY
9-1-1 / E9-1-1 MATTERS. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT Freevoice Inc.’S VOICE SERVICE IS INTERNET BASED AND THEREFORE 9-1-1/E9-1-1 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE BASED SERVICES AND ARE OR MAY BE ONLY PROVIDED WITH CERTAIN SERVICES IF SPECIFICALLY DEFINED IN ADDENDUM(S), EXHIBIT(S), SCHEDULES, SOWS, TERMS AND CONDITIONS, SERVICE AGREEMENTS, AND ATTACHMENTS TO THIS AGREEMENT, AND INCLUDING OTHER APPLICABLE ADDENDA, AND APPLICABLE ONLINE TERMS & CONDITIONS, ALL OF WHICH ARE FULLY INCORPORATED HEREIN BY REFERENCE. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER Freevoice Inc., ITS UNDERLYING CARRIER(S), NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CUSTOMER. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS Freevoice Inc. FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OR CUSTOMER OF CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INJURY ARISING OUT OF A LACK OF OR MISROUTING OF 9-1-1 CALLS, REGARDLESS OF WHETHER THE CALL FAILED OR WAS ROUTED BY A PUBLIC SAFETY ANSWERING POINT OR AN OFFICIAL EMERGENCY OPERATOR, IS NEITHER THE FAULT NOR LIABILITY OF Freevoice Inc. AND CUSTOMER HOLDS Freevoice Inc. AND ITS SUBSIDIARIES AND AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY DAMAGES OR LIABILITIES. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.
9-1-1 & VoIP
Customer Notice of 9-1-1 and E9-1-1 Service Limitations
PLEASE READ THIS NOTICE CAREFULLY. AS A USER OF Freevoice Inc. SESSION INITIATION PROTOCOL (“SIP”) BASED VOICE OVER INTERNET PROTOCOL (“VOIP”) SERVICES, YOU ARE REQUIRED TO AGREE THAT YOU HAVE READ AND UNDERSTOOD THE LIMITATIONS ASSOCIATED WITH THE 9-1-1 AND E9-1-1 EMERGENCY SERVICES AVAILABLE THROUGH THE Freevoice Inc. CALLING SERVICES. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE ANY Freevoice Inc. CALLING SERVICES.
Definitions: Terms capitalized when used within this document have the following meanings:
“9-1-1 Services” means functionality that allows end users to contact emergency services by dialing the digits 9-1-1.
“Enhanced 9-1-1 Service” or “E9-1-1” means the ability to route an emergency call to the designated entity authorized to receive such calls, which in many cases is a Public Safety Answering Point (“PSAP”), serving the Customer’s registered or user-provided address and to deliver the user’s telephone number and registered address information automatically to the emergency operator answering the call.
“Basic 9-1-1 Service” means the ability to route an emergency call to the designated entity authorized to receive such calls serving the Customer’s registered or user-provided address. With basic 9-1-1, the emergency operator answering the phone will not have access to the caller’s telephone number or address information unless the caller provides such information verbally during the emergency call.
With Enhanced 9-1-1 Service (“E9-1-1”), when a caller from your registered location dials the digits 9-1-1 from any Freevoice Inc. offered calling service that is associated with a phone number and a properly registered address, the phone number and address are automatically presented to the local emergency center serving the location. Emergency operators will have access to this information regardless of whether the caller is able to verbally provide such information.
With Basic 9-1-1 Service, when a caller from your registered location dials the digits 9-1-1, the call is sent to the local emergency center serving that location. Operators answering the call will not have automatic access to the caller’s call-back telephone number or the associated registered address, even if that address has been properly registered, because with Basic 9-1-1 Service the emergency center is not equipped to receive, capture or retain the telephone number associated with the Freevoice Inc. calling service or the registered address. Accordingly, callers must be prepared to provide both call-back and address information. If the call is dropped or disconnected, or if the caller is unable to speak, the emergency operator answering the call will not be able to call the caller back or dispatch help to the caller’s address if call-back and address information has not been provided by the caller.
EMERGENCY SERVICE DISCLOSURE APPLICABLE TO ALL CALLING SERVICES OFFERED BY Freevoice Inc.:
The limitations detailed below are applicable to all of Freevoice Inc.’s calling services (which include but are by no means limited to: Phonebooth OnDemand, SIP Trunking, SIP Origination/Termination, Boxset, FreePBX/SipStation, and Hosted IP-PBX). Customer agrees to inform all users of Freevoice Inc.’s calling services of the potential complications arising from the delivery of emergency services when dialing 9-1-1. Specifically, Customer acknowledges and agrees to inform all employees, guests and other third persons who may use Freevoice Inc.’s VoIP calling services of the limitations detailed below associated with all of Freevoice Inc.’s emergency calling capabilities.
All of Freevoice Inc.’s Calling Services Have 9-1-1 Capabilities that are Different Than Those Offered by Traditional Providers of Local Telephone Services: Customer acknowledges and agrees that all of Freevoice Inc.’s calling services are Internet based and that the 9-1-1 calling capabilities associated with all of Freevoice Inc.’s calling services are different from those offered by traditional providers of local telephone services. Freevoice Inc.’s VoIP calling services are not meant to be relied upon in the case of an emergency. While Freevoice Inc. attempts to provide access to emergency service, these VoIP services are not intended to be used to support or to carry emergency calls to any type of hospitals, law enforcement agencies, medical care units or any other kind of emergency services. YOU SHOULD MAINTAIN AN ALTERNATIVE MEANS OF CALLING EMERGENCY SERVICES.
9-1-1 Service Will NOT Work If You Experience A Power Outage, Service Outage or any other network disruption. Outages of your electricity and problems with your connection, including network congestion, will disrupt any Freevoice Inc. calling service and you will not be able to use it for 9-1-1 emergency calling.
9-1-1 Service Will NOT Work If Your Service Is Disconnected Or You Experience An Outage For Any Reason. If you have a service outage due to a suspension of your account due to billing issues or for any other reason, you will not be able to use any Freevoice Inc. calling services for any calls, including for emergency 9-1-1 calls.
You May Not Be Able to Reach the Correct Emergency Services If You Have A Telephone Number That Does Not Match Your Actual Geographic Location. VoIP services are technically capable of being used in locations that are not associated with the traditional geographic area of a telephone number. These capabilities can cause 9-1-1 problems however. All 9-1-1 capabilities will only be available in the location that you have associated with the particular Freevoice Inc. assigned direct-inward-dial (“DID”) telephone number assigned to the Customer. For Basic 9-1-1 Services or E9-1-1 to be accurately routed to the appropriate emergency call center, the Customer must provide accurate DID telephone numbers as the call-back telephone number for all 9-1-1 calls and accurate address information. Additionally, if you are using the service in a location that uses a different area code than the area code in the number you are using with your VoIP service, when you dial 9-1-1 you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, your call may not reach the emergency personnel near your actual physical location and the emergency personnel may not be able to transfer your call or respond to your emergency.
You May Not Be Able To Reach the Correct Emergency Service Center If You Fail to Register A Valid Service Address. Failure to provide a correct physical address in the correct format may cause all Basic 9-1-1 Service or E9-1-1 calls to be routed to the incorrect local emergency service Freevoice Inc.. Furthermore, use of any Freevoice Inc. calling service from a location other than the location to which such service was ordered, i.e., the “primary registered address,” may result in Basic or Enhanced 9-1-1 calls being routed to the incorrect local emergency service Freevoice Inc..
You May Not Be Able to Reach the Correct Emergency Services If You Move Your Phone to a Location Different From the Address You Initially Registered. It is important that you register accurate location information every time you move the equipment associated with your Freevoice Inc. calling service. If you move your Freevoice Inc. equipment to another location without reregistering, when you dial 9-1-1, you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, if you have not provided valid location information you will not be calling the emergency personnel near your actual location and this emergency personnel may not be able to transfer your call or respond to your emergency.
You May Not Be Able to Reach the Correct Emergency Services If You Fail to Accurately Register or Reregister Your New Location Or Call 9-1-1 Within 48 Hours of Updating Your Location. It is important that you register an accurate location when you initiate your service and every time you move the equipment associated with your Freevoice Inc. VoIP calling service. When you change your location, it may take up to 48 hours for your location change to be reflected in our records. During that time, you may not be able to reach the correct emergency services center or any emergency service by dialing 9-1-1.
Freevoice Inc. VoIP Calling Services Allow One Emergency Service Address to be Associated with Each Telephone Number. Certain Freevoice Inc. VoIP calling services do not have a telephone number associated with them but allow for placing and receiving calls. For example, Freevoice Inc. offers a “softphone client” service. Customers may choose to buy calling services from Freevoice Inc. that have a telephone number but then use the softphone client to allow multiple users to place and receive calls using one telephone number. Customers must use the softphone client and the Freevoice Inc. VoIP calling service that has a telephone number associated with it from the same location. Using a service that does not have a telephone number in a remote location will result in the wrong address information being sent in the event of placing an emergency call by dialing 9-1-1. The emergency call operator may not be able to transfer the call to appropriate emergency call operators. In the event that Customer intends to use Freevoice Inc. VoIP calling services in multiple locations, at least one telephone number will be required for each location. You acknowledge and agree to this limitation and agree that you will obtain at least one telephone number for each location associated with the Freevoice Inc. calling service.
Freevoice Inc. UNDERSTANDS THAT YOU HAVE READ AND UNDERSTAND THE LIMITATIONS ASSOCIATED WITH THE 9-1-1 AND E-9-1-1 EMERGENCY SERVICES AVAILABLE THROUGH THE Freevoice Inc. CALLING SERVICES.
Any obligations that may be imposed by federal and state law on operators of private branch exchange or multiline telephone systems are obligations imposed on you, the Customer, and not on Freevoice Inc..
Freevoice Inc.’s calling services will only be used for business, non-residential purposes in an environment that requires either multiple lines or extensions and if this situation ever changes you will discontinue the use of Freevoice Inc.’s calling services.
E 9-1-1 KARI’S LAW/RAY BAUM’S ACT MLTS DISCLOSURE AND WAIVER
Notice of Compliance of MLTS E9-1-1 Requirements.
Effective February of 2020, Kari’s Law requires direct 9-1-1 dialing and notification capabilities in multi-line telephone systems (MLTS), In addition, Kari’s Law applies only with respect to MLTS that are manufactured, imported, offered for first sale or lease, first sold or leased, or installed after February 16, 2020.
MLTS manufacturers and vendors must pre-configure these systems to support direct dialing of 9-1-1—that is, to enable the user to dial 9-1-1 without having to dial any prefix or access code, such as the number 9. In addition, MLTS installers, managers, and operators must ensure that the systems support 9-1-1 direct dialing.
MLTS providers must also implement the notification requirement of Kari’s Law, which is intended to facilitate building entry by first responders. When a 9-1-1 call is placed on a MLTS system, the system must be configured to notify a central location on-site or off-site where someone is likely to see or hear the notification. Examples of notification include conspicuous on-screen messages with audible alarms for security desk computers using a client application, text messages for smartphones, and email for administrators. Notification shall include, at a minimum, the following information:
The fact that a 9-1-1 call has been made;
A valid callback number; and
The information about the caller's location that the MLTS conveys to the public safety answering point (PSAP) with the caller to 9-1-1; provided, however, that the notification does not have to include a callback number or location information if it is technically infeasible to provide this information. (47 CFR § 9.3.)
IT IS THE CUSTOMER’S RESPONSIBILITY TO MAKE SURE IT HAS REASONABLE EMPLOYEE MONITORING OF THE NOTIFICATION SYSTEM.
Under Section 506 of RAY BAUM’S Act, an MLTS provider must ensure that “dispatchable location” is conveyed with 9-1-1 calls to dispatch centers, regardless of the technological platform used, including 9-1-1 calls from MLTS. Dispatchable location means a location delivered to the PSAP with a 9-1-1 call that consists of the validated street address of the calling party, plus additional information such as suite, apartment, or similar information necessary to adequately identify the location of the calling party. (47 CFR § 9.3.)
IT IS THE CUSTOMER’S RESPONSIBILITY TO MAKE SURE IT HAS REASONABLE EMPLOYEE MONITORING OF THE DISPATCHABLE LOCATION DESIGNATION SO THAT WHEN EMERGENCY 9-1-1 FIRST RESPONDERS ARRIVE THEY KNOW WHAT ROOM/LOCATION TO DIRECT THEM TO.
sell, resell, transfer, convey, white label, wholesale or in any way distribute the Services to or for the benefit of any third party without express prior written consent of Freevoice Inc. (which consent may be withheld in Freevoice Inc.’s sole discretion). The foregoing prohibition shall apply, without limitation, to any and all fiber, circuits, equipment or other Service elements which Customer purchases from Freevoice Inc..
INTERNATIONAL CUSTOMERS UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED BY Freevoice Inc. IN THE UNITED STATES OF AMERICA. YOU FURTHER AGREE THAT THE PERSONAL INFORMATION WHICH YOU GIVE Freevoice Inc. WILL BE TRANSFERRED TO AND MAINTAINED IN THE UNITED STATES AND OTHER COUNTRIES; INCLUDING WITHOUT LIMITATION COUNTRIES IN THE EUROPEAN UNION AND ELSEWHERE. IF YOU DO NOT CONSENT TO THE TRANSFER OF YOUR PERSONAL INFORMATION INTO AND OUT OF THE UNITED STATES, DO NOT ACCEPT THESE TERMS AND CONDITIONS FOR THE Freevoice Inc. SERVICE. YOU FURTHER UNDERSTAND AND AGREE THAT REGARDLESS OF YOUR COUNTRY OF RESIDENCE Freevoice Inc. MAY DISCLOSE PERSONAL INFORMATION ABOUT YOU AND YOUR WEBSITE OR DOMAIN NAMES PURSUANT TO THIS SECTION, AND YOU EXPLICITLY WAIVE ANY RIGHTS TO PRIVACY OR PROTECTION OF PERSONAL DATA RELATING TO SUCH INFORMATION TO THE FULLEST EXTENT PERMITTED UNDER NATIONAL AND INTERNATIONAL LAW.
Although certain Freevoice Inc. Software may be provided free of charge, Freevoice Inc. reserves the right to charge for the Freevoice Inc. Software or any updates thereto or upgrades therefore at any time.
You recognize that the Freevoice Inc. Software and all related information, including but not limited to any and all updates, improvements, modifications, enhancements, and information related to installation of the Freevoice Inc. Software at your home or office, are proprietary, and that all rights thereto, including copyright, are owned by Freevoice Inc.. You further acknowledge that you have been advised that the Freevoice Inc. Software, including updates, improvements, modifications, enhancements, and information related to installation, constitutes a trade secret of Freevoice Inc., is protected by civil and criminal law, and by the law of copyright, is valuable and confidential to Freevoice Inc., and that its use and disclosure must be carefully and continuously controlled. Freevoice Inc. shall at all times retain title to all the Freevoice Inc. Software and all related information, including all updates, improvements, modifications and enhancements, furnished to you hereunder. Unless provided otherwise in the specifications for Your Services, the Freevoice Inc. Software supplied hereunder is for your personal or business use. You shall not permit any third party to use the Freevoice Inc. Software or allow access to the Freevoice Inc. Software from sites outside of your home or business premises except as specifically authorized in writing by Freevoice Inc.. The Freevoice Inc. Software is to be used only for the purposes specified in this Agreement and while you have custody or possession of any of the Software, you will not: (i) reproduce, copy or publicly display, or permit anyone else to reproduce, copy or publicly display, any of the Freevoice Inc. Software, whether such Freevoice Inc. Software is in written, magnetic or any other form, except pursuant to reasonable backup procedures, or for use pursuant to this Agreement, nor; (ii) provide or make the Freevoice Inc. Software available to any person or entity other than your employees or agents who have a need to know consistent with your use thereof under this Agreement, nor; (iii) create or attempt to create, or permit others to create or attempt to create, by disassembling, reverse engineering or otherwise, the source programs or any part thereof from the object program or from other information (whether oral, written, tangible or intangible) made available to you under this Agreement, nor; (iv) copy for your own use or the use of others operator manuals, system reference guides, training materials and other user-oriented materials without the prior written consent of Freevoice Inc.. In order to protect Freevoice Inc.’s trade secrets and copyrights in the Freevoice Inc. Software, you agree to reproduce and incorporate Freevoice Inc.’s trade secrets or copyright notice in any copies, modifications or partial copies.
17. Non-Enforcement Does Not Constitute Waiver. Failure of Freevoice Inc. at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of Freevoice Inc..
18. Notices. Freevoice Inc. may provide notice to you via e-mail sent to the e-mail address provided by you upon registration or as subsequently provided by you to Freevoice Inc.. Such notice is deemed effective whether you receive it or not and shall be deemed written notice for the purposes of this Agreement. You may provide notice to Freevoice Inc. in one of the following ways: by personal delivery; by addressing the notice as indicated below and depositing the same by registered or certified mail, postage prepaid, in the United States mail to 1240 N. Van Buren St Suite 101 | Anaheim | CA | 92807; By Federal Express; or by e-mail and registered or certified mail. Such notice, statement or other document so delivered to Freevoice Inc., except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when first personally delivered, on the date of delivery or on the first date of receipt. Notice by e-mail to Freevoice Inc. shall be deemed ineffective, null and void unless a copy of such notice is also sent by registered or certified mail and postmarked not more than five days subsequent to the giving of e-mail notice. Any such e-mail notice to Freevoice Inc. shall be deemed effective as of the date on which Freevoice Inc. receives the certified or registered mail notice.
Charge Customer a surcharge of $0.01 per call attempt, which shall be in addition to all other fees and charges billed to Customer for its consumption of the Service(s); or
Modify its billing method and charge Customer for its consumption of Service(s) in accordance with Freevoice Inc.'s then current Short Duration Rate Deck.
The fact that a 9-1-1 call has been made;
A valid callback number; and
The information about the caller's location that the MLTS conveys to the public safety answering point (PSAP) with the caller to 9-1-1; provided, however, that the notification does not have to include a callback number or location information if it is technically infeasible to provide this information. (47 CFR § 9.3.)
Web Site Terms and Conditions of Use
Terms
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
Use License
Permission is granted to temporarily download one copy of the materials (information or software) on Freevoice's web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
modify or copy the materials;
use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
attempt to decompile or reverse engineer any software contained on Freevoice's web site;
remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person or "mirror" the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Freevoice at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
Permission is granted to temporarily download one copy of the materials (information or software) on Freevoice's web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
modify or copy the materials;
use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
attempt to decompile or reverse engineer any software contained on Freevoice's web site;
remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person or "mirror" the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Freevoice at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
Disclaimer
The materials on Freevoice's web site are provided "as is". Freevoice makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Freevoice does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
Limitations
In no event shall Freevoice or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Freevoice's Internet site, even if Freevoice or a Freevoice authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
Revisions and Errata
The materials appearing on Freevoice's web site could include technical, typographical, or photographic errors. Freevoice does not warrant that any of the materials on its web site are accurate, complete, or current. Freevoice may make changes to the materials contained on its web site at any time without notice. Freevoice does not, however, make any commitment to update the materials.
Links
Freevoice has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Freevoice of the site. Use of any such linked web site is at the user's own risk.
Site Terms of Use Modifications
Freevoice may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.
Governing Law
Any claim relating to Freevoice's web site shall be governed by the laws of the State of California without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.