SpectrumVoIP Seat License / Service-Only Terms of Service

These Terms of Service are incorporated in their entirety to the terms of the COMMERCIAL SERVICE AGREEMENT  as if fully stated therein and shall govern the provision of Voice over Internet Protocol telephone and hosted PBX services (collectively, the “Service”) to Customer by Spectrum VoIP, Inc. (hereinafter, the “Provider”). Provider and Customer agree and acknowledge that the terms and conditions recited herein form a valuable part of the consideration for both to enter the terms of the Commercial Service Agreement as supplemented hereby. Any and all terms, words or phrases which are defined within the Master Service Agreement shall have the same definition when used herein.

CELLULAR FAILOVER ACKNOWLEDGEMENT

PROVIDER PARTNERS WITH AT&T WIRELESS AND T-MOBILE PROVIDING OPTIONS FOR AN LTE FAILOVER INTERNET CONNECTION TO CUSTOMERS. THE CELLULAR MODEM IS INCLUDED AT NO CHARGE WHEN A TERM CONTRACT IS SIGNED. THE CELLULAR MODEM IS $130 WHEN THERE IS NO CONTRACT TERM AGREEMENT BEING SIGNED OR IF THIS IS AN ADD-ON TO AN EXISTING ACCOUNT.

NOTIFICATION:

1. This is a failover circuit for VoIP traffic only which includes 2 Gigabyte (2GB) of data per month for $25/mo with T-Mobile. If AT&T is used the data plan is 1GB per month for the same $25.
2. If more than the initial data plan is used within the calendar month, $15/mo per additional 1GB used will be billed by Provider.
3. Estimated that 750 minutes of talk time uses approximately 1 GB, 1 phone per GB per month is estimated if it is full time.
4. The Mikrotik router is required to achieve the automatic failover and the rules can be applied and managed by Provider. The router is included on term contracts but must be purchased if no term agreement.
5. Full VoIP traffic is allowed through the circuit (assuming available bandwidth for the area). No data traffic is allowed on these plans.
6. These devices can ONLY be used at the business location where the Mikrotik and VoIP phones are located.
7. The SpectrumVoIP installer will test the failover at the time of installation.
8. When failover occurs, active calls will be dropped. It will take 1-3 minutes for the phones to re-register to the failover LTE circuit.
9. This service will be dependent on service coverage, cell phones are usually a good gauge of signal strength.
10. Email notification can be set up to go to the Customer and Provider support when in failover mode.
11. Email notification can also be set up when primary is back online.
12. Netgear modem is plugged into ETH10 on the Mikrotik RB2011 or ETH5 on the Mikrotik hAPac2.

SCOPE OF SERVICES:

Provider’s Service is an enhanced voice communication service whereby the voice communication is converted to Internet Protocol (“IP”) and carried, in part, over high-speed Internet access, also known as broadband Internet service. This service may be generically referred to as ‘voice over IP’. It is separate and distinct from standard local, local toll, and long-distance telephone services. As used herein, “Service” or “Services” includes direct-dialed voice over internet protocol calling and certain calling and call management features or advanced features associated with the service, including additional features or advanced features which may be offered at additional costs, and which Provider, in its sole discretion, may add, modify, or delete from time to time.

SERVICE DISTINCTIONS:

The Service is provided on a best efforts basis, as things beyond Provider’s control may affect the Service, such as power outages, fluctuations in the internet, and your underlying broadband service. Other things may affect Service, such as maintenance.  Provider will act in good faith to minimize disruptions to your use of and access to the Service. Important distinctions exist between telecommunications service and the Service offering that we provide. The Service is subject to regulatory treatment different than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

SERVICE REQUIREMENTS:

Provider’s VoIP Service requires: (a) specialized customer premises equipment called a VoIP optimized router obtained through Provider to connect to your broadband connection and (b) a broadband connection via DSL, cable, fiber optic, cellular or other wireless broadband with capability of at least 90 Kbps upstream and downstream speed that you have a right to use at your own expense. Since voice over IP is dependent on the broadband connection, the availability of an adequate power supply and correct configuration, Provider does not guarantee that the Service will be continuous or error-free. In addition, Service may, from time to time, be interrupted for equipment, network, or facility upgrades or modifications.

RECOMMENDED SERVICE PARAMETERS:

Provider’s VoIP Service will provide optimal (but not guaranteed) service quality to any number of simultaneous calls, provided each call has a minimum of 90Kbps of upstream and downstream Internet bandwidth available for the duration of each call.  Provider does not guarantee the performance, routing, or throughput, either expressly or implied, of any data circuit(s) connectivity with regards to the public internet and/or internet backbone(s). While the voice technology we provide traditionally has functioned at acceptable quality levels when utilizing public internet data service, it is susceptible to occasional lapses in phone sound quality and/or other service-degrading issues that are beyond Provider’s control.

REGISTRATION OF PHYSICAL LOCATION REQUIRED:

For each telephone or softphone device that you use for the Service, you must register the physical location where you will be using the Service with Provider. Ifyou move the device to another location, you must register your new location with Provider. If you move the device but do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your prior location. You will register your initial location when you subscribe to the Service. For purposes of the 911 Dialing feature, you may register only one location for use with the Service.

SERVICE OUTAGES DUE TO POWER FAILURE OR DISRUPTION:

911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the device prior to utilizing the Service, including 911 Dialing.

SERVICE OUTAGE DUE TO TERMINATION OR SUSPENSION OF YOUR ACCOUNT:

Outages due to termination and/or suspension of your account will prevent all Service, including 911 Dialing, from functioning.

SERVICE OUTAGES DUE TO INTERNET OUTAGE OR SUSPENSION OR TERMINATION OF BROADBAND SERVICE OR ISP SERVICE:

Outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning.

SERVICE OUTAGES DUE TO ISP OR BROADBAND PROVIDER BLOCKING OF PORTS OR OTHER ACTS:

Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In such an event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that Provider is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including 911 Dialing, which may result as a result of such actions. In the event you lose Service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you terminate the Service in accordance with this Contract.

OTHER SERVICE OUTAGES:

If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Contract.

DISCLAIMER OF LIABILITY AND INDEMNIFICATION:

We do not have any control over weather or the manner in which calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center.  We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim 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 Provider nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arise from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless Provider, its officers, directors, employees, affiliates and agents, and any other service provider who furnishes services to you in connection with the  Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney’s fees) by, or on behalf of, you or any third party relating to the absence, failure, or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to use 911 Dialing or access emergency service personnel.

NO TRADITIONAL 911 SERVICE:

IF Provider’s E911 SERVICE IS NOT AVAILABLE IN YOUR AREA OR ON YOUR PARTICULAR PHONE NUMBER, THEN THERE IS NO WAY FOR YOU TO REACH EMERGENCY SERVICE BY DIALING 911. You acknowledge and understand that that the Service does not include “911” emergency dialing which operates in the same manner as traditional telephone emergency dialing. In the event of an emergency, you will not be able to use the Service to summon assistance through the traditional 911 system. In case of emergency, you will have to use a different telecommunication device that reaches the 911 emergency system in another way. You agree that you are responsible for informing any individual persons who may be present at the physical location where you utilize the Service, that no traditional 911 dialing is available from your SpectrumVoIP Hosted Service and equipment.

SPECIAL 911 CHARGES FOR TRANSFERRED CALLS:

SpectrumVoIP goes to great lengths to ensure that all customers have properly registered 911 addresses in order to ensure that operators can determine a caller’s location quickly and accurately, especially in scenarios where the caller is unable to speak or is unsure of their precise address location. To ensure compliance with this important public safety feature, the FCC permits 911 authorities to charge a substantial fee in order to make unregistered 911 calls punitive as a means to incentivize compliance with address registration requirements. When a caller is purposely transferred to 911 as opposed to calling it directly, the caller’s location information is lost. 911 operators consider this a violation of regulatory requirements and assess special charges for these calls. SpectrumVoIP must pass these charges through to customers at the rate of $150 per incident. To avoid this, we highly encourage our customers to instruct any callers with an emergency to hang up and dial 911 directly. This is the reason that most medical offices incorporate verbiage into their IVR menus advising callers, “if you have a medical emergency, hang up and dial 911.”

INCOMPATIBILITY WITH FAX, CREDIT CARD, AND SECURITY SYSTEMS:

The Service is not fully compatible with fax machines, credit card machines, and security systems.  You may be required to maintain a telephone connection in order to use any fax, credit card, or alarm monitoring functions for any security system installed in your business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.

CERTAIN BROADBAND AND CABLE MODEM SERVICES:

You acknowledge that there may be some broadband services with which the Service may be determined to be incompatible. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Service will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

INSTALLATION PROCEDURE POLICY:

Provider is not responsible for loss of income or time due to an order not being completed within the time frame desired, service outages, missed CLEC (Competitive Local Exchange Carrier) or ILEC (Incumbent Local exchange Carrier) appointments, and/or Trouble Ticket dispatches.

PORTING EXISTING NUMBER:

It is Customer’s responsibility to ensure that your old phone company relinquishes your old phone number in a timely manner.  Some outgoing phone companies will attempt to delay this process to discourage Customer from leaving them. Provider shall assist Customer during this transition but is not responsible for any of the prior carrier’s service charges should the outgoing phone company introduce a delay for any reason.

CUSTOMER RELOCATION:

In the event of a change in Customer’s primary physical location where the equipment (phones, router, data switch, battery backup) is located, Provider requires a thirty (30) day notice to initiate a move of your Service to the new location.  You may elect to move the equipment yourself or use a third party to move the phones and equipment. If you hire Provider to move your equipment normal hourly billing rates will apply.

LOCAL NUMBER PORTABILITY:

In the event you are not utilizing a new phone number for your Service, but rather are transferring an existing phone number from another carrier to Provider, the following terms and conditions shall apply:

1. You hereby authorize Provider to process your order for Service and to notify your local telephone company of your decision to transfer your local, local toll and long distance services to Provider, and represent that you are authorized to take this action.
2. You agree that, if you do not transfer all of your numbers to Provider you are responsible to cancel all non-transferred numbers with your current carrier.
3. You agree and acknowledge that if you set up your phone equipment prior to the date that the number transfer becomes effective (“Port Effective Date”) you may only be able to make outgoing calls. In this event, you should keep another phone connected to an existing phone extension at your service location to receive incoming calls until the Port Effective Date, after which you will be able to both make and receive calls using the Service.
4. You agree and acknowledge that if your phone equipment is not yet activated as of the Port Effective Date, your existing phone service for the number you are transferring may be interrupted and you may have no service for that telephone number. To avoid an interruption in your phone service, you must install Provider’s phone equipment prior to the Port Effective Date.

NUMBER TRANSFER ON SERVICE TERMINATION:

Provider may receive requests from other telephony providers (“Requesting Party”) acting as agents on your behalf to port a telephone number currently assigned to you to a third-party provider (“Port-Out”). Provider will support all such requests and will cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and Provider’s and/or its vendors’ standard operating procedures. In any such event you will be responsible for all monthly, usage, and disconnect fees associated with your Service until the Port-Out date of completion or the last date of your service period, whichever occurs latest.

POLICY CHANGE:

Provider reserves the right to change, amend, or revise this Contract at any time.  Changes or revisions to the Contract will be deemed effective upon posting the applicable revision on its website: http://www.spectrumvoip.com/privacy-terms/#terms/.

ACCOUNT BILLING & INVOICING & PERFORMANCE MILESTONES:

Provider reserves the right to perform a credit check as part of the qualification process prior to order placement and to either cancel the order without liability to either party or require prepayment of certain charges based on the results of this credit check.

Billing for the Service will commence on your Activation Date (i.e. the day your equipment, if any, is installed and inbound call transfers are completed).  You will be financially responsible for all service time thereafter unless Provider is notified within a timely manner of an outstanding issue which Provider deems sufficient to justify service credit.  All additions to your existing service package are recognized as non-refundable, regardless of usage. Service fees may include applicable state and federal taxes, and telecommunications taxes, surcharges, and fees in addition to the advertised rate.

Bill Accounts that utilize auto payment through a credit card will have all payments charged to the credit card provided to Provider for payment of your Services. You hereby consent to Provider initiating a debit against the credit card, bank account or other method pf payment which you have designated as a payment source for the Service in accordance with the billing guidelines recited herein. Each month we will bill your card account for all charges arising during that billing cycle. Your initial use of the Service authorizes Provider to charge the credit card account that you provided to us when you subscribed for the Service. This will include any changed credit card account information given to us if the card expires or is replaced. This authorization will remain valid until 30 days after we receive any written notice terminating our authority to charge sums due for the Service to your credit card. We may terminate your Service at any time, in our sole discretion, if any charge to the credit card account that we have on file for you is declined or reversed, or in case of any other non-payment of account charges. In the event of any declined or reversed credit card payments, or in case of any other non-payment of account charges, you will remain fully liable to Provider for all charges accrued as a result of our provision of the Service as well as for all charges incurred by us owing to your non-payment. These charges include, but are not limited to, late fees equal to the lesser of 1.5% per month or the maximum allowed by law on any outstanding balance then due to Provider, collection costs, declined or reversed credit card expenses, and reasonable attorney’s fees and costs incurred in enforcing the terms of this Contract. This is in addition to any other remedies that may be available to us by law.

You are responsible for, and shall pay any applicable federal, state, municipal, local, or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or any equipment. Such amounts are in addition to payment for the Service or equipment and will be billed to your account. If you are exempt from payment of such taxes, you must provide us with an original government-issued certificate attesting to tax-exempt status.  In such a case, your tax exemption will apply only from and after the date we receive the qualifying tax exempt certificate. If we honor your tax exempt certificate, you agree to defend, indemnify, and hold us harmless from and against any claims or penalties imposed against us by any taxing authorities in connection with your subscription for the Service or your use thereof. Provider charges for its service continuously, regardless of whether or not you are using it, because we continue to maintain your connection, provisioning, and telephone interoperability, and keep voicemail and files you have saved in your account on our servers. This is also true of accounts that are suspended (denied access) due to non-payment.

Should you opt to terminate your Service, you must contact us via telephone on the effective date. All disconnection requests will be processed on the date the request is received, providing Provider has received proper notification per the terms outlined in the Termination – Cancellation Policy section of this Contract. This applies to both total account and single service terminations. Broadband services are also subject to our Disconnection Policy.

SERVICE TERM INFORMATION:

The initial term (“Initial Term”) of this Agreement shall be equal to the Commercial Seat License Agreement term (typically 3, 4, or 5 Years) from the Service Commencement Date. Unless written notice is given by either party no sooner than ninety (90) days and at least thirty (30) days prior to the expiration of the Initial Term, this Commercial Seat License Agreement shall automatically renew on a month-to-month basis (“Renewal Term”). At any time during the Renewal Term, either party may terminate this Agreement by giving thirty (30) days written notice to the other party. Service terms may be extended for additional monthly increments due to specific offerings or promotional terms. Service terms are required to offset associated costs of service acquisition, and for SpectrumVoIP to maintain innovative broadband policies and service features for a sustained period. Your initial service term begins once your service becomes operational, referred to as your Installation or Activation Date. In cases where a Commercial Seat License Agreement is integrated, the Service Term begins on the commencement date of the third-party Commercial Seat License Agreement. Upon completion of the third-party Commercial Seat License Agreement, SpectrumVoIP will begin billing the “Full MRC” or full amount of the VoIP Package charge. The customer should work with SpectrumVoIP to renew onto a new term agreement. If the customer chooses to renew onto a new contract that new contract will replace the prior contract.

ACCOUNTS RECEIVABLE/ EVENTS OF DEFAULT:

Bill Accounts will be invoiced 10 days prior to the start of each regular monthly service period.  Exceptions may include the initial or final invoice for a particular service. Payment is due prior to the beginning of the service period billed, as indicated by the invoice’s Due Date.  All payments will be applied to the oldest unpaid invoice in relation to your account’s bill cycle. For example, if your Bill Account’s Invoice Date is the 1st of the month and payment remains past due until the 15th, Accounts Receivable will apply your payment back to the previous month, forwarding your Due Date for current charges to the 1st of the following month. You will need to make another payment before the 1st to keep your account from becoming past due again. Payment for any invoice which is not received by the due date stated therein is considered in default. If a payment, in any form, is recovered or otherwise not honored or paid by your financial institution, there will be a Returned Payment Fee of Fifty Dollars and Zero Cents ($50.00) for each payment returned.

Bill Accounts that use credit cards for payment are automatically set up for autorenewal by default, using the credit card information provided during the order process. To update your credit card information, you will need to contact Provider’s Customer Care. Provider will make every effort to process auto renew payments from your credit card or checking account 7 days prior to each invoice’s due date.   Provider reserves the right to charge the credit card on file if your check payment is cancelled, fails to process through the Automated Clearing House (ACH), or if your account, regardless of the auto renew status, remains past due.

Provider reserves the right to terminate Bill Accounts that remain past due at its sole discretion.  Upon termination, services on the account will be discontinued and all files will be removed from our servers without further notice. Any applicable Termination or Cancellation Fees will be applied and due at that time.

In addition to the above, if Customer’s account becomes thirty (30) days (or more) past due at any time, we reserve the right to disconnect service, in our sole and absolute discretion. In the event service is disconnected as a result of non-payment, you will be required to pay Fifty Dollars and Zero Cents ($50.00) for reconnection of service which fee is automatically applied to Customer’s account.

If you wish to reinstate service with Provider, you will also be required to pay all outstanding charges from the inception of your service continuously to the current month, which is always paid in advance, in addition to possible reactivation fees.  If your account is permanently deleted, your username and telephone extension number(s) may be reassigned. If you wish to reinstate your account, you will be subject to any and all installation and setup charges in effect at the time of order placement, as well as any pertinent outstanding charges from your former account.

NOTICES:

Any notice from you to us must be in writing and must be delivered by U.S. Mail addressed to: SpectrumVoIP, Inc., P.O. Box 250588, Plano, TX 75025. You hereby authorize us to communicate with you through electronic means, including emails and/or text messages to your cellular telephone number or other wireless device, which you recognize may result in your incurring access or other fees. We are not obligated to communicate with you in this manner and you may not give any notice required by this Contract to us electronically.

LIABILITY & LIMITATIONS:

Provider is not liable for any costs, expenses, losses, or damages, either general, special, actual, consequential, or incidental, that you may suffer or that some other person may suffer and claim against you resulting from the following: use, misuse, or service outage; customer premise hardware; your actions or activities, whether legal or illegal; the actions or activities of any other customer of Provider, whether legal or illegal; or any other goods or services provided by Provider or any of its vendors. In no event shall Provider be liable to you under this Contract or in relation to any matters in any way connected with this Contract in an amount that exceeds the service fees you have paid in the preceding year.

The technical support provided by Provider is limited to the connectivity itself and assistance with configuring your phones to work with our services.  Support for other applications and uses is not provided or implied.

CALL RECORDING:

Call recording presents special technical challenges.  Therefore, most hosted PBX providers do not offer call recording services.  Call recordings may be intentionally or unintentionally deleted or permanently lost due to the failure of data storage systems or other equipment. Provider provides call recording capabilities on a best effort basis only, and does not make any warranty concerning the reliability, availability, or audibility of any call recording made on the Provider hosted PBX system.  Call recording may present special legal requirements, and you acknowledge that it is your responsibility to research and comply with any and all applicable Federal, State and/or local laws (including any regulations inherent thereto) governing the creation or usage of call recordings, call monitoring, or any other feature that may require legal or regulatory compliance. Some states require that all parties in a recorded telephone conversation are notified of the recording, and it is your responsibility to ensure that appropriate audio announcements are used whenever required to ensure legal compliance.

HOLD HARMLESS & INDEMNIFICATION:

Customer agrees to indemnify and mutually hold harmless and defend Provider and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorneys’ fees and costs, arising from or relating to the telephone system, email, network, servers, PC’s, or any acts or omissions of Customer.

FORCE MAJEURE:

We will not be in violation of this Contract or otherwise liable for any delay, failure to perform or equipment or property damage, loss, destruction or malfunction, or any consequence thereof, caused by anything beyond our reasonable control, including, without limitation, fire; earthquake; flood; weather; acts of God; labor disputes; epidemics; pandemics; utility curtailments; power failures; cable cuts; failure caused by telecommunications or other Internet provider(s); Handsets or other Services Related Products (including Mobile Related Products); worms, Trojan horses, viruses, or other destructive code or software; explosions; civil disturbances; terrorism; vandalism; governmental actions; or shortages of equipment or supplies (collectively, “Events of Force Majeure”).

ARBITRATION CLAUSE:

We reserve the right, but not the obligation, to require any disputes or claims for an amount greater than $7,500 that arise between Customer and Provider with respect to the terms or performance of this Contract to be submitted to binding arbitration. Said arbitration will be provided by the American Arbitration Association in accordance with its rules and procedures in effect at the time of submission.  Customer and Provider further agree that, if arbitration is sought, the parties hereby agree to share equally in the costs of said arbitration.  The final arbitration decision shall be enforceable through a court of competent jurisdiction located in Collin County, Texas or, if all or part of this Contract has been previously assigned to a third party, in a court of competent jurisdiction located within the county of the principal place of business of any such assignee. . In the event that any court of competent jurisdiction holds this arbitration provision unenforceable, then this contract shall be as binding and enforceable as if this paragraph were not a part thereof. The prevailing party shall be entitled to recovery of its reasonable legal fees and costs resulting from the arbitration proceedings.

NON-DISCLOSURE:

Provider and Customer both agree that they shall not, without prior written consent of the other party, willfully disclose to any third party any information that is disclosed by Customer to Provider, or by Provider to Customer, that is labeled or clearly designated by Customer or Provider as confidential or proprietary information.  These restrictions, however, will not apply to information that has become known to the public generally through no fault or breach of Provider or Customer, or that Provider or Customer regularly gives to third parties without restriction on use or disclosure.

ASSIGNMENT:

This Contract may not be assigned by you to any third party without the prior written consent of us. We may assign all or any portion of the benefits we are entitled to receive under the terms of this Contract to a third party at any point in time in our sole and absolute discretion. If we assign all or part of our interest in the terms of this Contract, you agree and acknowledge that such assignment transfers only the benefits derived from your obligations hereunder and any assignee of all or part of our interest in the terms of this Contract does not become liable to you or any third party for any claim which may then, or at any point in the future, exist under or related to this Contract. Except for the prohibition on assignment contained in the preceding sentence, this Contract shall be binding and inure to the benefit of the heirs, successors, and assigns of the parties hereto.

TERMINATION–CANCELLATION POLICY:

Termination policy is effective only if the Customer chooses to purchase the equipment.  It is the responsibility of the account holder to notify Provider of cancellation via certified mail. Provider reserves the right to accept a request for termination via email or phone call but any such request will not be deemed official until Provider acknowledges the termination request via a confirmation letter or email sent to the Customer. Returning hardware, completion of service term, transferring numbers, or cessation of payment does not constitute notification of cancellation and/or termination of this Contract.  For Customers who cancel service within an active service term, the following charges will apply:

1. Cancellations within 72 hours of order placement will not be subject to penalty. Cancellations requested before the installation or activation date and after 72 hours from the initial order placement will be subject to a processing fee.  If your order has not been installed after 60 calendar days, you may cancel without penalty. There are no associated penalties for orders canceled by Provider or its vendors due to technical limitations. If, after both parties have signed this Contract, termination occurs after 72 hours but before we begin installation of equipment or activation of services, you shall be liable to us for liquidated damages in the amount of One Thousand Dollars and Zero Cents ($1,000.00) which sum is reasonably calculated to the damages inflicted on us as a result of such cancellation.
2. If termination occurs during the Initial Term of this Contract, you shall be liable for: (a) all outstanding nonrecurring fees plus (b) 100% of the Monthly Fees for each month, if any, remaining in the Initial Term.
3. If termination occurs after the Initial Term of this Contract, you shall be liable for (a) all outstanding nonrecurring fees, plus (b) 100% of the Monthly Fees for each month remaining in the applicable term.
4. All equipment provided as part of Provider’s Service must be returned within thirty (30) days of termination and in good working order. Customer shall be liable for all missing or damaged equipment.

All customers terminated for any reason are liable for any and all outstanding funds due to Provider at the time of service termination, including, but not limited to, rendered service, hardware and installation fees.

ACCEPTABLE USE POLICY:

FAIR AND REASONABLE USE

Provider desires that Customer understands the intended and permissible uses of the Service and further desires to prevent fraud, exploitation and abuse of certain calling plans and features. Provider’s business service plans and features are for normal, reasonable business use and consistent with the types and levels of usage by typical customers on the same business calling plan. “Typical” refers to the calling patterns of at least 95% of Provider’s business customers on the same business calling plan. Certain calling and messaging plans, including unlimited calling and messaging plans, are designed for normal commercial use and are not intended to represent typical usage by unique organizations such as call centers, resellers, fax messaging services, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services. Unauthorized or excessive use beyond that normally experienced by Provider’s other business customers may cause extreme network capacity and congestion issues and interfere with Provider’s network and/or the third party networks with which Provider connects for call initiation and completion services. Any use of the Service or any other action that causes a disruption in the network integrity of Provider or the Service or its vendors, whether directly or indirectly, is strictly prohibited and may result in suspension or termination of the Service.

I. EVALUATION OF USAGE.

Provider evaluates Customer usage in comparison to typical levels of permissible usage engaged in by Provider’s customers. The following is a non-exhaustive list of impermissible uses under Provider’s Service and is considered outside of normal use, whether obtained directly from Provider, an authorized reseller, or from a co-branded partner of Provider:

• aggregate inbound or outbound domestic and long distance calling exceed 3,000 minutes per subscriber line (i.e., hosted seat) per month pooled across all customer subscriber lines;
• aggregate inbound domestic toll free calling exceeds 500 minutes per subscriber line per month per month pooled across all customer subscriber lines; or
• facsimile pages exceed 500 pages per individual subscriber line per month.

II. REVIEW OF USAGE.

Provider reserves the right to review usage of the Service to ensure that Customer is not abusing or excessively using the Service and Provider may suspend or terminate service pursuant to this Contract if it determines, in its sole discretion, Customer is abusing the Service. Prior to taking such action, Provider will attempt to contact Customer to discuss the cause for the excessive or abusive use.
As a guide, in combination with other factors as described herein, Customer may be considered to be in violation of this Contract when any of the following occur:

• aggregate outbound domestic long distance calling exceeding 3,000 minutes per Unlimited Extension or Premier seat per month pooled across all customer Unlimited Extension or Premier seat lines;
• aggregate inbound domestic toll free calling exceeding 500 minutes per Unlimited Extension toll free number or Premier seat toll free number per month pooled across all customer toll free number lines;
• facsimile pages exceeding 500 pages pooled across all customer facsimile lines per month (excluding Personal Fax); or
• personal facsimile pages exceeding 500 pages per personal fax line per month (assigned to a single extension)

In addition, Provider’s Service may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses under this Contract or otherwise applicable to the Service):

• Spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail or faxes simultaneously);
• Bulk call-in lines (e.g., customer support or sales call centers unless Customer has purchased the Provider’s call center service, “hotlines,” 900 numbers, sports-line numbers, etc.);
• Auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place outbound calls); or
• use an email box exclusively as storage space for data.

Provider reserves the right to review Customer’s accounts at any time for potential abuses of this Contract. Provider may determine abnormal or abusive usage as stated herein. If Provider identifies excessive or abusive traffic patterns, Provider reserves the right to change Customer’s applicable calling and/or rate plan or suspend or terminate the relevant Service. In such event, Provider may transmit notice of its intended action(s) to Customer. In the event Provider provides notice and Customer fails to respond within the timeframe indicated in the notice, Provider reserves the right to suspend the excessive or abusive activity, and change the applicable calling and/or rate plan in its sole discretion thereafter.

III. EXCESSIVE USAGE.

If it is determined that Customer’s usage is excessive or abusive, Customer agrees to pay a per minute, per page fee for use in excess of typical levels at the then current rate established by Provider, of up to $.06 per minute for voice calls and/or up to $.06 per facsimile page. THIS OVERAGE FEE APPLIES TO ALL PLANS INCLUDING THE UNLIMITED PLANS, IF USE EVIDENCES PATTERNS OF ABUSIVE OR PROHIBITED USE RELATIVE TO NORMAL USE GUIDELINES. Customer’s aggregate usage may be considered outside of normal use if it is excessive or abusive as described above. If Provider affords Customer the opportunity to correct abnormal usage patterns and Customer fails to immediately conform to normal use, Provider may exercise its right to transfer Customer’s Service to a more appropriate calling plan, charge applicable rates for that plan, implement other limitations, or suspend or terminate the relevant Service pursuant to this Contract

IV. BACKUP WIRELESS SERVICE.

Any backup wireless service offered by Provider is not intended to be used by Customer as a primary internet access source. It is to be used only as a backup/failover service in the event Customer’s primary internet connectivity is materially degraded or unavailable. In the event Provider determines that Customer is utilizing the backup wireless service as primary access and not as a backup service (whether or not such plan contemplates overage charges), Provider reserves the right to suspend or terminate the backup wireless service with prior written notice to Customer. Customer agrees and acknowledges that you shall be liable for all costs and charges associated with any such use, including any overage and other charges and costs incurred by Provider. Provider also reserves the right to throttle or reduce backup wireless service as needed due to any recurring overages or prohibited use or in order to protect its network, its obligations to its wireless carriers and mitigate its costs, which may adversely impact Customer’s other SpectrumVoIP products and services, in which case Provider shall not be liable to Customer for any such impacts or be subject to service credits or Customer’s termination rights provided by this Contract on account of such actions. Provider shall not be responsible for any Service issues arising from such improper use including but not limited to service level credits, outages and degradation of call quality.

FINAL QUALIFICATION:

Provider is committed to providing quality Service.  However, Provider is not ultimately responsible for the quality of your personal computer or any modifications you make to any equipment we supply.  We are committed to solving your problems, but we are not responsible for failings in individual operating systems and custom configuration of operating systems, operating system components, software, network hardware, or inside wiring.

FAXING:

Provider’s eFax is an available service.  Because of inherent compatibility issues with faxing through VoIP networks, this service is unsupported.  If you send a significant amount of faxes or if you need the convenience and reliability of a standard fax machine, we recommend upgrading to our sFax service which provides a specialized fax adapter for use with your fax machine.

TOLL FREE:

Provider charges 2.9 cents per minute for toll free inbound calls. The monthly invoice will be sent by Provider and will have a minimum charge of 100 minutes ($2.90) for EACH toll free phone number assigned to Customer. There is no separate charge for the toll free number. If there are 100 or less minutes for each number then the charge will be $2.90. If there is more than 100 minutes of inbound Toll Free calls to a number, the additional charges of 2.9 cents per minute will be included on the invoice. If Customer doesn’t have a toll free phone number then these charges do not apply.

INTERNATIONAL CALLING:

Provider disables international calling from the Service/phones by default when a new account is installed. This function can be enabled on a per-extension basis OR for an entire account upon request. International rates are determined by the location the call is being placed to and by the type of phone number being called (land line vs cellular numbers). The spreadsheet with this rates can be supplied upon request containing over 105,000 different rate centers. Calls made to numbers within the Domestic United States and Canada are included with all customer accounts.

VOICEMAIL TO EMAIL TRANSCRIPTION:

Voicemail to Email provides a user with a .wav file attached to the email once a voicemail has been left for the user. This feature is included at no charge for all extensions. We recommend utilizing the option to have the voicemail automatically deleted from the extension once the email is sent so users don’t have to check voicemails in two different locations. Voicemail to Email transcription provides a text transcription of the voicemail inside the body of the email along with the attachment of the .wav file. Provider outsources the transcription service to a third-party company. There is a cost for this feature that is passed on to our customers to cover this outsourced add-on feature of $2.95 per extension per month.