This MASTER SERVICE AGREEMENT (“Agreement”), shall govern the provision of Voice over Internet Protocol telephone and hosted PBX services to customer by SpectrumVoIP, Inc. a corporation organized under the laws of the State of Texas and having offices located in Las Colinas, TX.

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: https://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”). 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. If the customer elects not to renew any term contract with SpectrumVoIP then the customer is responsible for closing out any third-party contract(s) related to a previous term contract and returning any equipment owned by SpectrumVoIP.

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.

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Per 10DLC regulations, SpectrumVoIP cannot provide SMS / MMS functionality to businesses with the legal entity type of Sole Proprietorship without EINs. All businesses must provide an EIN to SpectrumVoIP at setup.

Each campaign can support up to 49 SMS / MMS-activated numbers.

Businesses enrolled will incur a $500 fee for non-use after 90 days.

Carrier fees and account restrictions:

It is your responsibility to be aware of any additional restrictions when sending SMS messages, and to adhere to any and all policies related to the recipient number.

Prohibited campaigns

SMS is a great way to engage your opted-in customers, but there are limitations and restrictions in terms of what may be sent, and the content of those messages. The following campaigns are prohibited across all of SpectrumVoIP’s SMS solutions:

• Loan and mortgage advertisements
• Credit repair offers
• Debt relief offers
• Debt collection attempts
• Work-from-home advertisements
• Secret shopper advertisements
• Alcohol, tobacco, or firearms advertisements
• Pharmaceutical, vitamin, or other drug advertisements
• Campaigns that may be similar to the above

Note: some campaigns are designed to engage existing customers, but are often prohibited because they are similar in nature to the types of campaigns listed above. For these types of campaigns, you may be able to receive an exemption by registering for a special TCR campaign. Without this exemption, VoIP is unable to allow these campaigns.

Prohibited content

The following message content is also strictly prohibited and may result in your service being blocked or suspended by the carriers or SpectrumVoIP:

• Messages that engage in any illegal activity or otherwise violate our terms of service, including the acceptable use policy
• Messages that engage in or promote, pornographic or adult entertainment, regardless of legality
• Messages that contain text or references to violence, hate speech, or otherwise engaging in threatening, abusive, harassing, defamatory, libelous, deceptive or fraudulent behavior
• Messages that contain text or otherwise reference substances defined as controlled substances under federal law, regardless of legality, including marijuana (cannabis)
• Messages that contain third-party affiliate/lead generation links
• Messages that contain obfuscated links for the purpose of misleading the reader, or use links contrary to the expectation of the user based on the message text
• Messages that are structured to evade this policy or the policies of carriers (e.g. misspelling, uncommon capitalization, etc.)

SpectrumVoIP reserves the right to add to this list at any time or determine whether messages are prohibited at its discretion.

SMS / MMS Pricing

SpectrumVoIP is always committed to bringing transparent, simple, and affordable rates to our customers, and the new SMS / MMS adjustments are no exception.

• One-time, initial Campaign Registration Fee – $25.00
• Monthly Campaign Fee – $10.00
• Inbound and Outbound SMS / MMS messages – $0.01075 each

INBOUND AND OUTBOUND SMS / MMS MESSAGE CHARGES BY CARRIER:

IMPORTANT: PLEASE READ BEFORE USING OR OTHERWISE ACCESSING THE SPECTRUMVOIP SYSTEMS, INC.’S (“SPECTRUMVOIP”) SERVICE (“SERVICE”). BY EXECUTING AN ORDER, QUOTE OR OTHER ORDERING DOCUMENT (EACH OF THE FOREGOING, AN “ORDER”) WITH SPECTRUMVOIP, OR A SPECTRUMVOIP-AUTHORIZED RESELLER, OR OTHERWISE ACCESSING OR USING THE SERVICE, THE ENTITY OR COMPANY THAT YOU REPRESENT (“LICENSEE”) IS UNCONDITIONALLY CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THE TERMS AND CONDITIONS HEREIN(“AGREEMENT”) WITH SPECTRUMVOIP.

ANY TERMS OR CONDITIONS PROVIDED BY CUSTOMER WITH RESPECT TO THE PROCUREMENT OR THE SERVICE ANY/OR HARDWARE, HEREUNDER (FOR EXAMPLE, ANY BOILERPLATE TERMS AND CONDITIONS CONTAINED OR REFERENCED IN ANY CUSTOMER PURCHASE ORDER), WILL NOT APPLY, EVEN IF ACCEPTED OR PERFORMED ON BY SPECTRUMVOIP. ANY MODIFICATIONS OR OTHER CHANGES HERETO MUST BE PURSUANT TO A MUTUALLY EXECUTED AMENDMENT.

SOME PRODUCTS AND SERVICES OFFERED BY SPECTRUMVOIP MAY BE SUBJECT TO ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS. SUCH TERMS AND CONDITIONS WILL BE PROVIDED BY SPECTRUMVOIP AT THE TIME OF PURCHASE FOR LICENSEE’S REVIEW AND ACCEPTANCE.

1. SERVICE LICENSE GRANT. Subject to the terms of this Agreement, SpectrumVoIP hereby grants Licensee a non-sublicensable, non-transferable, nonexclusive license to, during the term of an applicable Order, internally use the Service (“Service”) only for the purpose of monitoring its facilities or the surrounding area – and only in accordance with any SpectrumVoIP-provided documentation and instructions. The Service will be provided on a remote, software-as-a-service basis. The visual (and, if applicable, audio) recordings and data made by any video camera connected to the Service (“Hardware”) will be owned by Licensee (“Service Data”). If Licensee is provided with, or creates, any passwords or other access credentials – it will not allow any third party to use such passwords/credentials. If any software is provided by SpectrumVoIP, such software will be licensed to same extent as the Service (but code for the software will be provided (whether installed in the Hardware or via download for Customer to install in the Hardware) – rather than provided on a software-as-a-service basis. The software will be subject to the same restrictions as the Service in this Agreement. As used in this Agreement, the definition of “Service” will include the Software.
2. LICENSE RESTRICTIONS. Except as expressly and unambiguously permitted by this Agreement, Licensee shall not, nor permit anyone else to, directly or indirectly: (i) sell, license, sub-license, copy, modify, distribute or otherwise transfer in whole or in part the Service; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Service (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent, lease, or use the Service for timesharing or service bureau purposes, provide, disclose, divulge or make available to, or permit use of the Service in whole or in part by or for, any third party without SpectrumVoIP’s prior written consent; or (iv) use the Services to help develop any competitive products or services. To the extent the Service is being provided pursuant to an evaluation agreement with SpectrumVoIP, the Service will only be used for internal evaluation purposes (including, the Data will only be used for Licensee’s own internal reference and not disclosed to any third party). Licensee shall maintain and not remove or obscure any proprietary notices on the Service. As between the parties, title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof, shall remain vested in SpectrumVoIP. In addition, all Service benchmarking results will be deemed SpectrumVoIP’ Confidential Information (as defined in Section 3 below). Licensee understands that SpectrumVoIP may modify the Service at any time. Licensee is not granted any rights to any trademarks or service marks of SpectrumVoIP. As noted in Section 1, all software provided by SpectrumVoIP will also be subject to the restrictions herein. SpectrumVoIP retains all rights not expressly granted to you in this Agreements. This Agreement does not give Licensee any rights not expressly granted herein.
3. CONFIDENTIALITY. (A) All Service Data will be Licensee’s confidential information and (B) all Service related information, or information regarding SpectrumVoIP’ business or technology, disclosed by SpectrumVoIP to Licensee that SpectrumVoIP identifies as confidential, or that Licensee should otherwise reasonably understand to be confidential, shall be SpectrumVoIP’s confidential information (all the foregoing is, with respect to the applicable party, such party’s “Confidential Information”). Confidential Information will not be disclosed to any third party or used for any purpose other than for the purposes of this Agreement. The foregoing restrictions will not apply to the data or any other information that is generally available to the public without the fault of Licensee. Notwithstanding the foregoing, SpectrumVoIP may (i) use the Service Data internally to help improve and otherwise develop its products and services and (ii) disclose the Service Data to any third party, provided that it is an aggregated, anonymized form.
4. SUPPORT. Licensee will receive SpectrumVoIP’ standard support. Support will include fixes, patches, and upgrades that SpectrumVoIP generally makes available free of charge. Enhanced support may be provided by SpectrumVoIP for-fee. Any enhanced support may be subject to additional terms and conditions. Support is deemed part of the “Service” and subject to this Agreement.
5. FEES; PAYMENT TERMS. The fees payable by Licensee will be as set forth in an applicable Order. In the event Licensee’s purchase is from SpectrumVoIP-authorized reseller, Licensee’s payment will be as agreed to by Licensee and the applicable reseller. If purchased directly from SpectrumVoIP: (i) fees are payable in advance for the applicable term, (ii) invoices are due and payable net thirty (30) days from the invoice date and shall be invoiced and paid in U.S. Dollars, (iii) Licensee is responsible for any and all applicable sales related taxes and fees, except any tax assessed upon SpectrumVoIP’s net income, and (iv) price increases for any renewal term will be as notified by SpectrumVoIP to Licensee at least ninety (90) days prior to the beginning of such renewal term (but, notwithstanding the foregoing, a price increase of 5% will automatically apply to each renewal term).
6. INDEMNITY. Licensee agrees that SpectrumVoIP shall have no liability whatsoever for any use Licensee makes of the Service, Service Data, or Data. Licensee shall indemnify and hold harmless SpectrumVoIP from any claims, actions, demands, damages, losses, liabilities, settlements, costs and fees (including attorneys’ fees) arising from or in connection with: (i) Licensee’s use of the Service or any Service Data (including any person’s claim regarding privacy rights), (ii) access to any part of the Service or Service Data, as well as (iii) Licensee’s failure to comply with any term of this Agreement. For clarity, the foregoing includes claims brought by any person with respect to Licensee’s use of the Service Data.
7. LIMITED WARRANTY. SpectrumVoIP warrants to Licensee only that it will use commercially reasonable efforts to make the Service available on a 24/7 basis (subject to downtime for scheduled maintenance, emergency maintenance and matters beyond SpectrumVoIP’s reasonable control). Licensee’s exclusive remedy, and SpectrumVoIP’s sole liability, will be to repair or replace unavailability in the Service. Notwithstanding the foregoing, there is no warranty to the extent the Service is provided on an evaluation basis. In addition, SpectrumVoIP provides a warranty for the Hardware – located here. In addition, it is Licensee’s obligation to promptly and properly implement any updates and big fixes for the Service that are provided, or made available, to Licensee by SpectrumVoIP. SpectrumVoIP will have no liability for any issues caused by Licensee’s failure to do the foregoing.
8. WARRANTY DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, SPECTRUMVOIP (ON BEHALF OF ITSELF AND ITS SUPPLIERS) PROVIDE THE SERVICE, HARDWARE AND ANY SUPPORT “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, HARDWARE, ANY SUPPORT, AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

CUSTOMER ACKNOWLEGDES THAT CUSTOMER IS RESPONSIBLE FOR ENSURING THAT IT EXPORTS SPECTRUMVOIP HARDWARE AND SOFTWARE, AND ACCESSES SPECTRUMVOIP SERVICES, (COLLECTIVELY, “PRODUCTS”) IN ACCORDANCE WITH ALL APPLICABLE EXPORT LAWS AND REGULATIONS (FOREIGN AND DOMESTIC). THE PRODUCTS MUST NOT BE USED BY CUSTOMER FOR, OR INCORPORATED INTO, ANY PRODUCTS OR SYSTEMS WHOSE MANUFACTURE, USE, OR SALE IS PROHIBITED UNDER ANY APPLICABLE DOMESTIC OR FOREIGN LAWS OR REGULATIONS.

ALL HARDWARE MUST BE USED WITHIN THE SPECIFICATIONS PROVIDED BY SPECTRUMVOIP AND ITS SUPPLIERS (SUCH AS WITH RESPECT TO RATED VOLTAGE). SPECTRUMVOIP AND ITS SUPPLIER ARE NOT LIABLE FOR ANY DAMAGES, LOSS, INJURY, OR OTHER ISSUES CAUSED BY USE IN VIOLATION OF ANY SUCH SPECIFICATIONS.

IF CUSTOMER TRANSFERS THE PRODUCTS TO ANY COUNTRY OTHER THAN THE COUNTRY IN WHICH CUSTOMER ORIGINALLY RECEIVES THE PRODUCTS FROM SPECTRUMVOIP, THE WARRANTIES GRANTED BY SPECTRUMVOIP ARE VOID.

CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS ARE NOT DESIGNED OR INTENDED FOR USE IN LIFE SUSTAINING, NUCLEAR, HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR OTHER APPLICATIONS IN WHICH FAILURE OF PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PHYSICAL OR PROPERTY DAMAGE (“HIGH RISK APPLICATIONS”). CUSTOMER UNDERSTANDS AND AGREES THAT SPECTRUMVOIP (AND ITS SUPPLIERS) MAKE NO WARRANTIES OR ASSURANCES THAT THE PRODUCTS ARE SUITABLE FOR ANY HIGH RISK APPLICATIONS.

1. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SPECTRUMVOIP (OR ITS LICENSORS OR OTHER PROVIDERS) BE LIABLE WITH RESPECT TO THE SERVICE OR HARDWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR (I) ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, HOWEVER CAUSED, EVEN IF SPECTRUMVOIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (II) ANY AMOUNT IN EXCESS, IN THE AGGREGATE, OF THE AMOUNTS PAID BY LICENSEE TO SPECTRUMVOIP DURING THE PRECEDING SIX (6) MONTHS (BUT, IF NO AMOUNTS HAVE BEEN PAID (SUCH AS IN AN EVALUATION CONTEXT, SUCH CAP WILL BE US$1,000), (III) THE COST OF SUBSTITUTE SERVICES OR DATA OR (IV) MATTERS BEYOND ITS REASONABLE CONTROL. THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
2. TERM AND TERMINATION. If an Order has been executed, the initial term of this Agreement shall, unless otherwise terminated as set forth below, be as set forth in such Order. If no initial term is set forth in an Order, the term of such Order shall be one (1) year from the effective date of the Order. After the expiration of the initial term, this Agreement will automatically renew for consecutive renewal terms of equal length to the initial term – unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the end of the then current term. If a Licensee if bound to a term, either party may terminate this Agreement only if (i) the other party breaches this Agreement and fails to cure such breach within thirty (30) days from receipt of written notice thereof (ten (10) days in the case of Licensee’s failure to pay), or (ii) the other party enters bankruptcy, makes an assignment for the general benefit of creditors, has a receiver appointed, or otherwise becomes insolvent. If Licensee is using the Service under an evaluation agreement with SpectrumVoIP, this Agreement shall terminate upon expiration of the applicable evaluation period, unless Licensee elects to retain such Service (subject to payment to SpectrumVoIP of all applicable fees). If no evaluation term is set forth in an evaluation Order, the term of such Order shall be thirty (30) days from the effective date of the Order. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall cease use of the Services. In addition, each party will, within thirty (30) days from termination, return to the other party (or at the other party’s request, delete) the other party’s Confidential Information (for clarity, this includes SpectrumVoIP’ obligation to return/delete Service Data). Sections 2, 3, 6, 8, 9, 10 and 11, as well as all outstanding payment obligations, shall survive termination of this Agreement.
3. MISCELLANEOUS. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed fax, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth on an Order or such other address as such party last provided to the other by written notice. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods). Except for claims for injunctive or equitable relief, which may be at any time brought before any court of competent jurisdiction, all disputes arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by one arbitrator appointed in accordance with such rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. For all purposes of this Section, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

MONITORING SERVICE

TERMS AND CONDITIONS

Last Updated: June 24, 2024

IMPORTANT: PLEASE READ BEFORE USING OR OTHERWISE ACCESSING ANY SPECTRUMVOIP MONITORING SERVICES AS SET FORTH AND DESCRIBED IN THE ORDER (“MONITORING SERVICES”).

THE TERMS AND CONDITION HEREIN (“MONITORING TERMS”) ARE A SUPPLEMENT TO THE MASTER AGREEMENT AGREED TO BY THE PARTIES WITH RESPECT TO SPECTRUMVOIP’ PRODUCTS (“AGREEMENT”). THESE MONITORING TERMS ARE DEEMED INCORPORATED INTO THE AGREEMENT. TERMS NOT DEFINED HEREIN WILL HAVE THE DEFINITION GIVEN TO THEM IN THE AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THESE MONITORING TERMS AND THE AGREEMENT, THESE MONITORING TERMS WILL CONTROL.

1. MONITORING SERVICES. Pursuant to the terms and conditions of this Agreement, SpectrumVoIP agrees to provide Licensee with the Monitoring Services. The Monitoring Services consist solely of the following: (i) live, real-time access to video (and, if applicable, audio) from any video camera or other alarm equipment connected to the Monitoring Services (“Hardware”) during alarm events and verification of such alarm events by monitoring facility personnel, and (ii) upon verification of an alarm event by monitoring facility personnel, emergency dispatch services as described in Section 2 below. Except for internal training purposes and documentation of Monitoring Services with respect to any actual or potential dispute or as otherwise set forth in Section 11 below, SpectrumVoIP does not record, save or store any video clips or still-photo images. We have no control over and take no responsibility for the placement of the Hardware or any other cameras and their view.

1. DESIGNATION OF EMERGENCY CONTACTS AND NOTIFICATION PROCEDURE. In providing the Monitoring Services, SpectrumVoIP will, upon verification of an alarm event, try to notify Licensee and/or the emergency contacts whose names and contact information Licensee provided to SpectrumVoIP and/or any SpectrumVoIP-authorized reseller (each an “Emergency Contact”). SpectrumVoIP may also try to notify the applicable emergency authority, such as the police or fire department, we reasonably believe is appropriate for the situation as observed by SpectrumVoIP (each a “First Responder”). Emergency Contacts and First Responders are sometimes referred to collectively in these Monitoring Terms as “Notification Parties.” SpectrumVoIP may also attempt to verify the nature of the emergency by using a two-way talk feature of Licensee’s Hardware (if applicable) to communicate with someone at Licensee’s Premises prior to notifying a Notification Party and/or may attempt to verify the alarm by other means as required by law. Licensee authorizes SpectrumVoIP, in its sole discretion, to use Licensee’s Hardware to communicate with someone at the Premises using two-way talk and/or to activate a siren alert. SpectrumVoIP is responsible only for attempting to notify the Notification Parties. SpectrumVoIP is not responsible for the promptness, sufficiency, or adequacy of the action of any Notification Party or the inability of SpectrumVoIP to contact Licensee or any Notification Party.
2. CONSENT OF EMERGENCY CONTACTS. Licensee represents to SpectrumVoIP that each of the Emergency Contacts has expressly authorized Licensee to provide their phone number, email address or other contact information and that SpectrumVoIP is authorized by such Emergency Contact to use any method of notification, including telephone calls, automatic telephone dialing systems, text or email messages relating to the Monitoring Services. To ensure accurate and prompt notification, Licensee agrees to inform SpectrumVoIP immediately if any of the contact information Licensee provided for any Emergency Contact changes.
3. FEES; PAYMENT TERMS. The fees payable by Customer will be as set forth in an applicable Order. In the event Customer’s purchase is from a SpectrumVoIP-authorized reseller, Customer’s payment will be as agreed to by Customer and such applicable reseller. If purchased directly from SpectrumVoIP: (i) fees are payable in advance for the applicable term, (ii) invoices are due and payable net thirty (30) days from the invoice date and shall be invoiced and paid in U.S. Dollars, (iii) Customer is responsible for any and all applicable sales related taxes and fees, except any tax assessed upon SpectrumVoIP’s net income, and (iv) price increases for any renewal term will be as notified by SpectrumVoIP to Customer at least ninety (90) days prior to the beginning of such renewal term (but, notwithstanding the foregoing, a price increase of 5% will automatically apply to each renewal term).
4. RELIANCE ON INFORMATION AND SERVICES. To provide the Monitoring Services, SpectrumVoIP relies on Licensee for each of the following: (i) providing up-to-date contact information for Licensee and the Emergency Contacts, (ii) providing accurate and complete information regarding the address of the Premises, and (iii) promptly processing all billing and payments for all Monitoring Services. Licensee acknowledges and agrees that SpectrumVoIP is not responsible for any act or omission of SpectrumVoIP in connection with any of the foregoing.

1. INDEMNITY. Customer shall indemnify and hold harmless SpectrumVoIP from and against any and all claims, actions, demands, damages, losses, liabilities, settlements, costs and fees (including attorneys’ fees) arising from or in connection with: (i) Customer’s use of the Monitoring Services or any Service Data (as defined below)(including any person’s claim regarding privacy rights), (ii) access to any part of the Monitoring Services or Service Data, (iii) Customer’s failure to comply with any term or condition of these Monitoring Terms, and (iv) claims of any third party for any negligent acts or omissions of SpectrumVoIP in connection with the performance or non-performance of any Monitoring Services. For clarity, the foregoing includes claims brought by any person with respect to Customer’s use of the Service Data.
2. WARRANTY; DISCLAIMER. THE SERVICE WARRANTY IN THE AGREEMENT WILL APPLY TO THE MONITORING SERVICES. EXCEPT FOR SUCH WARRANTY, SPECTRUMVOIP PROVIDES THE MONITORING SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE MONITORING SERVICES, AND ANY OTHER SUBJECT MATTER OF THESE MONITORING TERMS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
3. CONSENT OF OTHER PARTIES. If Licensee is using the Monitoring Services at a location where other individuals live, work or are otherwise present or that is owned, operated or managed by a third party (collectively, “Other Parties”), Licensee represents to SpectrumVoIP that Licensee has notified those Other Parties about the operation of the Monitoring Services and obtained all approvals, permissions, consents and authorizations, if and as required by law or otherwise from such Other Parties.
4. CONSENT TO RECORDING, USE, AND SHARING OF COMMUNICATIONS. In the course of performing the Monitoring Services, SpectrumVoIP may record or come into possession of telephone, audio, electronic, and other forms of transmission or communication or data (“Service Data”). To the fullest extent permitted by applicable law, for Licensee itself, on behalf of the Emergency Contacts, and on behalf of any Other Parties who are present at the Premises at any time, Licensee hereby consents to SpectrumVoIP recording, accessing, reviewing, copying, disclosing, and using, for purposes of providing the Monitoring Services, the contents of all Service Data and telephone communications with Licensee, the Emergency Contacts, Other Parties, and/or the First Responders. SpectrumVoIP may share such Service Data with the Emergency Contacts, Other Parties, and First Responders on an as needed basis. SpectrumVoIP may also share such Service Data with law enforcement, government officials, and/or other third parties if legally required to do so or if we have a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (i) comply with applicable law, regulation, legal process or reasonable preservation request, (ii) enforce these Monitoring Terms, including investigation of any potential violation thereof, (iii) detect, prevent or otherwise address security, fraud, technical, or service related issues, or (iv) protect the rights, property or safety of SpectrumVoIP, its users, a third party, or the public as required or permitted by law.
5. PRIVACY. Please review the SpectrumVoIP Privacy Policy, which describes our practices for collecting, using, and sharing information, including Service Data and any other information collected when we provide the Monitoring Services. Our Privacy Policy, as updated by us from time to time, is incorporated into and is part of these Monitoring Terms.
6. COMPLIANCE WITH LAWS. Privacy and other laws applicable in Licensee’s jurisdiction may impose certain responsibilities on Licensee and Licensee’s use of the Monitoring Services. Licensee are not authorized to use the Monitoring Services if Licensee’s use is prohibited by applicable laws. Licensee agrees that it is solely Licensee’s responsibility, and not the responsibility of SpectrumVoIP, to ensure that Licensee comply with any applicable laws when Licensee use the Monitoring Services, including (i) any laws or regulations relating to the recording or sharing of video or audio content, (ii) any laws or regulations requiring that notice be given to or that consent be obtained from third parties with respect to Licensee’s use of the Monitoring Services (for example, laws or regulations requiring Licensee to display appropriate signage advising others that audio/visual recording is taking place), (iii) any laws or regulations requiring Licensee to install any Hardware so it does not take visual and/or audio recordings beyond the boundary of Licensee’s property (including public pavements or roads); and/or (iv) if Licensee use its property as a workplace, any laws or regulations governing the monitoring of employees and guests. SpectrumVoIP may terminate the Monitoring Services if Licensee, in our sole determination, breach any of the foregoing obligations. LICENSEE HEREBY AGREE TO RELEASE AND HOLD SPECTRUMVOIP HARMLESS FROM AND AGAINST ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, ANY DELAY IN THE DISPATCH OF FIRST RESPONDERS, OR ANY FAILURE OR REFUSAL OF FIRST RESPONDERS TO SO DISPATCH TO LICENSEE’S PREMISES, DUE TO ANY VIOLATION OF THE FOREGOING BY LICENSEE OR ANY FAILURE BY LICENSEE TO OBTAIN, MAINTAIN AND RENEW ANY REQUIRED PERMIT OR REGISTRATION FOR THE MONITORING SERVICES OR LICENSEE’S HARDWARE.
7. NO GUARANTY OF LIFE OR SAFETY. SPECTRUMVOIP MAKES NO WARRANTY OR REPRESENTATION THAT USE OF THE MONITORING SERVICES WILL AFFECT, ENSURE OR INCREASE ANY LEVEL OF SAFETY FOR LICENSEE, OTHER PERSONS, OR THE PREMISES. LICENSEE SHOULD PROTECT AGAINST ANY RISK OF LOSS WITH THE APPROPRIATE INSURANCE COVERAGE, AND LICENSEE IS SOLELY RESPONSIBLE FOR OBTAINING ALL INSURANCE COVERAGE LICENSEE BELIEVE IS NECESSARY. LICENSEE ACKNOWLEDGES AND AGREE THAT THE MONITORING SERVICES ARE SUBJECT TO THE OPERATION OF LICENSEE’S HARDWARE, THE RELIABILITY OF THE DELIVERY SYSTEMS (DEFINED BELOW) AND THE POSSIBILITY OF HUMAN ERROR IN INTERPRETING THE LIVE-STREAM VIDEO. WE CANNOT AND DO NOT GUARANTEE THAT LICENSEE OR ANY NOTIFICATION PARTIES WILL RECEIVE NOTIFICATIONS IN ANY GIVEN TIMEFRAME OR AT ALL OR THAT LICENSEE OR THE NOTIFICATION PARTIES WILL TAKE APPROPRIATE ACTIONS. WE HAVE NO CONTROL OVER AND TAKE NO RESPONSIBILITY FOR THE FUNCTIONALITY, RELIABILITY, OR PLACEMENT OF LICENSEE’ HARDWARE (INCLUDING ANY CAMERAS AND THEIR VIEW OR INABILITY TO VIEW). WE DO NOT GUARANTEE THE RECEIPT, CLARITY, OR QUALITY OF ANY IMAGES THAT MAY BE ADVERSELY IMPACTED BY, FOR EXAMPLE, LIGHTING, INTERNET AND WIRELESS COMMUNICATION FACILITIES AND TRANSMISSION QUALITY, ELECTRICAL INTERFERENCE, WEATHER AND OTHER CONDITIONS BEYOND OUR CONTROL. LICENSEE ACKNOWLEDGES AND AGREES THAT THE MONITORING SERVICES DO NOT PREVENT DEATH, BODILY OR PERSONAL INJURY, OR ANY HARM OF DAMAGE TO LICENSEE OR OTHERS, AND MAY NOT DETECT, OBSERVE, VIEW, OR PREVENT AN UNAUTHORIZED INTRUSION ONTO LICENSEE’S PREMISES OR ANY OTHER EMERGENCY CONDITION SUCH AS FIRE, SMOKE, CARBON MONOXIDE, MEDICAL EMERGENCIES OR WATER DAMAGE.
8. FALSE ALARMS. Licensee agrees to assume responsibility for false alarms and to work to prevent them. Unless SpectrumVoIP agrees otherwise in writing, SpectrumVoIP shall not be obligated to pay any fines, penalties, fees or other charges imposed by any municipality as a result of SpectrumVoIP notifying a First Responder or other governmental agency for any reason whatsoever, in which case Licensee shall (i) pay any such fines, penalties, fees or other charges without any right to be reimbursed by SpectrumVoIP, or (ii) reimburse and indemnify and hold SpectrumVoIP harmless for any fines, penalties, fees, or other charges assessed against SpectrumVoIP by any state, municipality, court or governmental agency.
9. RELIANCE ON DELIVERY SYSTEMS AND FORCE MAJEURE. To provide the Monitoring Services, SpectrumVoIP relies on Licensee’s Hardware and other third-party hardware, software, cellular network coverage and internet technology to operate properly (“Delivery Systems”). By accepting these Monitoring Terms, Licensee acknowledges risks and limitations inherent in the Delivery Systems, including interruptions or inabilities to connect, and the consequences if the Monitoring Services do not operate as designed. Licensee understands that SpectrumVoIP is not responsible for any interruption in providing the Monitoring Services that are caused by force majeure or other events outside of the control of SpectrumVoIP, including without limitation the following: disruption of Delivery Systems, damage or destruction of SpectrumVoIP facilities or equipment, destruction of network facilities or transportation infrastructure, pandemics, epidemics, natural disasters, cyberattacks, or any force majeure or other cause beyond the control of SpectrumVoIP for the duration of such interruption.

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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.

Security of Service

SpectrumVoIP recognizes the critical importance of protecting the security and integrity of its customers’ telecommunications services. International toll fraud represents a substantial and ongoing risk to service providers, due primarily to the elevated rates associated with international call termination. Instances of such fraud are significantly more prevalent when originating from international jurisdictions as opposed to domestic sources.

In order to mitigate these risks, SpectrumVoIP reserves the right, in its sole discretion, to restrict, limit, or block traffic to and from specific geographic regions, countries, or internet protocol (IP) address ranges that are identified as posing a heightened risk of fraudulent activity. Such measures may be implemented with or without prior notice to the Customer and may include, but are not limited to, real-time monitoring, call blocking, or other protective actions deemed necessary by SpectrumVoIP.

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.

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These terms describe procedures law enforcement authorities and individuals involved in civil litigation should follow to request data from SpectrumVoIP, Inc.

These guidelines are provided for informational purposes only and do not represent a commitment by SpectrumVoIP to provide information. SpectrumVoIP also reserves its rights to require reasonable reimbursement in connection with its responses to data requests. SpectrumVoIP may revise these guidelines and the underlying processes at any time without notice. They will be posted on the website and the current date of the update.

SpectrumVoIP reserves the right to respond or object to any request for data in any manner consistent with applicable law.

Private litigants are strongly encouraged to seek any and all Data directly from the SpectrumVoIP Customer or End User, who can use automated account tools to download the relevant Data from their SpectrumVoIP Admin Portal.

I. SpectrumVoIP’s Commitment to its Account Holders

In order to maintain the privacy and trust of our Customers, we strive to ensure that our policies and practices provide clarity, when it comes to their personal information. In keeping with this commitment to our Customers, we respond to requests for customer data in accordance with our Terms of Service and our Privacy Notice both located on the company website. SpectrumVoIP may not respond to requests for information that violate established legal processes.

II. Data Requests

SpectrumVoIP only considers the following types of requests pursuant to formal legal processes. For Customers or End Users requesting copies of their own data please refer to the SpectrumVoIP Individual’s Rights and Complaints Handling Procedure.

A. DATA REQUESTS:

A Data Request is a request for information relating to a SpectrumVoIP customer account in connection with an official criminal or administrative investigation or proceeding, or a filed civil legal action.

Customers or End Users who need copies of their own data should download that data through their Admin Portals, rather than submitting Data Requests to SpectrumVoIP. Customers or End Users needing support in navigating their Admin Portals should contact the SpectrumVoIP support desk. SpectrumVoIP will comply with a Data Request sent from a Customer or End User only where required by law and after a showing that such data cannot be obtained through the Admin Portal.

Except in very limited exigent or emergency situations (see sub-section C below), SpectrumVoIP generally will not respond to Data Requests unless they are made through formal legal processes and procedures. Examples of legal processes that may serve as the basis for a Data Request include the following:

• Subpoenas
• Court Orders
• Search Warrants
• Civil Investigative Demands

B. PRESERVATION REQUESTS:

A Preservation Request asks SpectrumVoIP to preserve customer account data in connection with an official criminal or administrative investigation or proceeding. Preservation Requests must include all of the information outlined in Section V (Information to Include in Data Requests) below.

In response to a Preservation Request, SpectrumVoIP will generally agree to preserve a one-time snapshot of the then-existing account data that the Preservation Request specifies for ninety (90) days, pending service of formal legal process and provided the requestor agrees to the fees schedule set forth herein.

On the ninety-first (91st) day the preserved data may be deleted unless the requestor has provided a formal Data Request in the interim. Any production of preserved data will be subject to the timelines and fees outlined in these guidelines, which may include an additional fee for any such preservation.

A Preservation Request will not result in SpectrumVoIP recovering customer data that has already been deleted. SpectrumVoIP is not able to recover customer data once it has been deleted.

C. EMERGENCY REQUESTS:

Emergency requests for customer Data will not be considered unless they are made using the Emergency Data Request Form (contact Support) or are made in connection with a Court Order. Emergency Requests (if made without a Court Order) are only appropriate in cases involving the risk of serious bodily harm or death, and (absent a Court Order) SpectrumVoIP responds to such Requests only when SpectrumVoIP believes that such harm may be imminent if we do not respond.

III. Service of Process for Data Requests

SpectrumVoIP will review and respond to properly served request for data as required by law and in accordance with its Terms of Use and Privacy Notice.

SpectrumVoIP may object to requests for data for any reason and will object if they are deemed by SpectrumVoIP to have been improperly served, are overly broad or vague, or unduly burdensome.

A. SERVICE OF PROCESS BY LAW ENFORCEMENT:

As a courtesy to law enforcement, SpectrumVoIP accepts service of subpoenas, warrants, court orders, and governmental civil investigative demands or related legal process which do not require the oral testimony or personal appearance of a SpectrumVoIP representative, via email at support@spectrumvoip.com, with a copy by any means authorized under the Federal Rules of Civil Procedure. Acceptance of service of process by email is strictly voluntary and may change at any time and without notice.

SpectrumVoIP does not consent to service by fax or email for subpoenas, warrants, court orders, and civil investigative demands or related legal process seeking oral testimony or the personal appearance of a SpectrumVoIP representative. SpectrumVoIP requests personal service on SpectrumVoIP’s registered agent for service of process or legal process seeking oral testimony or the personal appearance of a SpectrumVoIP representative.

B. SERVICE OF PROCESS IN CIVIL MATTERS

All service of process in civil matters should be localized through the Texas state or federal courts, as applicable, and conform to the laws of the State of Texas.

IV. Additional Restrictions and Terms:

To the extent permitted by law, SpectrumVoIP reserves the right to require payment in advance of any production related to a Data Request; to withhold delivery of information until payment is received; and to seek enforcement of charges, including the cost of collection, through collections agencies, and any other means necessary and available under applicable law.

V. Information to Include in Data Requests

SpectrumVoIP‘s databases are not designed to enable any kind of search a requestor might desire. In addition, certain features of SpectrumVoIP’s business make many common search requests virtually worthless. For example, SpectrumVoIP allows its customers to add or drop telephone numbers from their accounts through their Admin Portal at any time and as often as they like. As a result, a given telephone number may be assigned to many different users over a comparatively short period of time. Thus, a request for information relating to a given telephone number is (unless targeted to a very short period of time) highly likely to relate to more than just the user(s) who are relevant to the Data Request and impinge on the privacy rights of those users. For these reasons, SpectrumVoIP cannot reasonably consider a Data Request unless it includes at least the following information:

• Telephone Number
• A specific date or a narrowly tailored date range (generally up to 2 months).
• Any other potentially identifying information (for example a customer’s name, physical address, email address) in the possession of the Requestor.
  • Please note that SpectrumVoIP customers register through an online portal and their names, addresses and other contact information are not verified or regulated by SpectrumVoIP in any way. As a result, (a) in some cases the identifying information provided by a requestor may not be used in a search and (b) searching by user name may be unreasonably over-broad so SpectrumVoIP may require the requestor to provide narrower criteria (Ex., SpectrumVoIP has thousands of accounts with first name: “Customer” and last name “Service”).

A. LAW ENFORCEMENT DATA REQUESTS

To enable SpectrumVoIP to verify that a data request is from an official law enforcement agency or authority, SpectrumVoIP requires that each law enforcement request include at least the following information:

• Requesting Agency’s Name
• Requesting Agent’s Name
• Requesting Agent’s Badge/Identification Number
• Requesting Agent’s Employer-Issued E-mail Address (SpectrumVoIP will not respond to an individual’s private email address or any e-mail address in a domain unassociated with the Requesting Agency)
• Requesting Agent’s Telephone Number (including extension)
• Requesting Agent’s Mailing Address (P.O. boxes will not be accepted)
• Requested Response Date (please allow at least 2 weeks for processing)

B. CIVIL DATA REQUESTS

The following contact information is required for the requesting party and its counsel of record:

• Requesting Party’s Name
• Counsel Name and applicable State Bar Number
• Local Counsel Name and Texas State Bar Number
• Telephone Number
• E-mail Address
• Mailing Address (P.O. boxes will not be accepted)
• Requested Response Date (please allow at least 4 weeks for processing)

Private litigants are strongly encouraged to seek Data directly from the SpectrumVoIP Customer or End User, who can use automated account tools to download the relevant Data from their SpectrumVoIP Admin Portal.

C. TIME FOR RESPONSE

Requests are generally handled in the order received, subject to other pending expedited requests, with law enforcement requests given priority.

Expedited responses for data, if available resources permit, will be provided on a case-by-case basis and are subject to a fee for expediting the response, where permitted by law.

Response times will be commensurate with the size and complexity of the request; generally a response may be expected within thirty (30) days.

D. RESPONSIVE INFORMATION

Responsive information is generally returned via e-mail in the form of a compressed, password protected file; however, if the volume of returned data is larger than a few megabytes, we may place the compressed, password protected file for download via a secured SpectrumVoIP Box account or FTP server.

VI. Types of Information Available in Response to Data Requests

A. INFORMATION SPECTRUMVOIP CAN PROVIDE

Depending on the type of legal process validly issued and served upon SpectrumVoIP, we may be able to respond with one or more of the types of data set forth in this Section.

It is important that SpectrumVoIP protects its customer information not only as indicated in our Terms of Service and Privacy Notice but also in accordance with state, federal, and international data protection and communications laws. Disclosure of some types of Data is more highly restricted by law and may only be disclosed in response to certain types of entities or with specific types of legal process.

Governmental Requests: in response to a Data Request from a government entity, which is validly served and supported by sufficient legal process, SpectrumVoIP may provide Basic Subscriber Information, Billing History Information, Additional Number or Extensions, Call Log Data, Fax Log Data, SMS Log Data, Comment Log Data, and Content of Communications. These types of information are described in more detail below.

Civil Requests: in response to a Data Request from a private litigant, which is validly served and supported by sufficient legal process, SpectrumVoIP typically may provide Basic Subscriber Information, Billing History Information, Additional Number or Extensions and Comment Log Data (not Call/Fax Logs, SMS Message Records, or Media) provided that the request is properly limited in scope.

Private litigants: are strongly encouraged to seek Call Logs, Fax Logs, SMS Logs, or the Content of Communications directly from the SpectrumVoIP Customer or End User, who can use automated account tools to download the relevant Data from their SpectrumVoIP Admin Portal. Each of these classes of information is described further below. Keep in mind that while SpectrumVoIP is often able to provide the sorts of data above, it cannot guarantee that this will be the case for your data request. Each customer’s circumstances are unique; information that is readily accessible or useful in some cases may not be in others.

The production of Call Logs, Fax Logs, and SMS Logs is frequently unduly onerous, and SpectrumVoIP may object to the production of these records to private litigants. Additionally, SpectrumVoIP is typically prohibited from producing the Content of Communications to private litigants.

The Fees associated with the production of each of these categories of records is outlined in Section XI (Cost Reimbursement).

B. BASIC SUBSCRIBER INFORMATION

A report which shows basic subscriber information including, to the extent SpectrumVoIP’s customer completed the fields upon registration, the following information:

• Customer’s First and Last Name
• Contact Telephone Number
• Company Name, if applicable
• Physical or Mailing Address (Street, City, State, and Zip Code)
• Email Address(es)
• Date of Account Signup and Next Billing or Deactivation Date

C. BILLING HISTORY INFORMATION

A report which gives very basic information in the form of line items transactions:

• Date of Transaction
• Transaction Reference Number
• Amount of Transaction
• Payment Method (including the last 4 digits of a credit card or Indication of Invoice Billing)
• State of Transaction (Success or Failure)

D. ADDITIONAL NUMBERS OR EXTENSIONS

A list of all other phone numbers associated with the same account. This report shows the number and the date it was added to the customer’s account; it also shows the underlying provider of the number (for example, Level3 or Bandwidth).

E. COMMENT LOGS

A “comment log” report lists of activities that are associated with an account and are logged by SpectrumVoIP employees. Each logged activity has a date/time stamp and a brief description of the activity performed. Note that there is substantial variation in the quality and content of comment logs.

F. CALL/FAX LOG RECORDS

A document in substantially the same format as traditional call detail records, although there are slight differences because SpectrumVoIP’s systems are cloud-based. SpectrumVoIP delivers Call and Fax Log Records in the form of a comma-separated value (CSV) file.

G. SMS LOG RECORDS

A report that includes substantially the same information as Call/Fax Log Reports. SpectrumVoIP delivers SMS Message Logs in the form of a CSV file.

H. CONTENT OF COMMUNICATIONS

Depending on the scope of the request), SpectrumVoIP may be able to provide various communications content (listed below):

• Faxes
• Incoming Voice Messages
• Content of SMS Messages
• Call Recordings
• Glip data

SpectrumVoIP delivers the Content of Communications in multiple formats as follows:

• Faxes will be delivered as PDF formatted files
• Incoming Voice Messages and Call Recordings will be delivered as either MP3 or WAV format files, depending on how our customer has their account setup
• Content of SMS Messages will be delivered in a CSV file
• Glip Data will be delivered in JavaScript Object Notation (JSON) format

VII. SpectrumVoIP’s Data Retention Periods

SpectrumVoIP takes reasonable and appropriate steps to guard against inadvertent or malicious deletion or destruction of data in its systems. SpectrumVoIP provides information about its data retention policies for general informational purposes only, and does not commit to retaining all information as described below.

SpectrumVoIP retains information related to our customers’ accounts in accordance with the following data retention schedules and subject to the automated deletion cycles listed below. SpectrumVoIP normally deletes or de-identifies all data from a customer’s account within 30-45 days of account closure. In addition, customers have the ability to delete numerous types of data for their accounts, such as voicemails, SMS’s, and faxes. The following retention periods generally assume the customer has not deleted the data from its account. SpectrumVoIP is not able to recover customer data once it has been deleted.

SPECTRUMVOIP RETAINS DATA FOR ALL ACCOUNTS AS FOLLOWS:

Other data is retained depending upon whether the customer’s account is set up as a HIPAA account.

DATA RETENTION FOR NON-HIPAA ACCOUNTS

VIII. Notification of Customers

SpectrumVoIP’s notifies its customers of Data Requests unless precluded from doing so by law or court order. Law enforcement officials who believe that notification would jeopardize an investigation should obtain an appropriate court order or other valid legal process that specifically prohibits customer notification prior to sending a Data Request or Preservation Request to SpectrumVoIP. When a Data Request is accompanied by a nondisclosure order, SpectrumVoIP will notify the affected customer(s) as soon as the order is overturned or expires.

Please note that nondisclosure orders should be as narrow in scope and duration as circumstances permit, and that SpectrumVoIP does not provide advance notice to the requesting party that a nondisclosure order is expiring; it is up to the requesting party to calendar the nondisclosure period and to keep SpectrumVoIP apprised of any modifications or extensions.

If your Data Request draws attention to an ongoing violation of our Terms of Service, or Privacy Notice we may take action to prevent any further abuse in order to protect the network, comply with our legal obligations and/or protect other SpectrumVoIP customers. This may include actions that could (explicitly or implicitly) notify the customer that we are aware of his or her misconduct.

IX. Non-US Requests

At the present time, a Mutual Legal Assistance Treaty (MLAT) Request or letter interrogatory is typically required for disclosure of Data in connection with a non-United States Data Request.

X. Questions/Status Requests:

Questions regarding the SpectrumVoIP Data Request Guidelines should be directed to: Accounting@spectrumvoip.com. For security reasons, SpectrumVoIP will only respond to questions submitted in writing.

To prevent delays in response to your Data Request and those of others, please allow SpectrumVoIP ten (10) business days to respond to your request before you inquire as to its status.

XI. Cost Reimbursement:

To cover the cost of compliance to SpectrumVoIP, SpectrumVoIP requires payment of the following fees, to the extent allowable by law, for all Data Requests, regardless of format or requesting party. SpectrumVoIP may charge additional fees for especially burdensome requests or requests not covered in the tables below.

COST REIMBURSEMENT

PAYMENT METHODS

The Campaign Registry (TCR) works with mobile carriers to register businesses for sending SMS and MMS messages. Various fees are assessed by TCR, SMS aggregators, mobile carriers, and third-party vetting providers required by the carriers for certain message types.

SpectrumVoIP does not currently charge any additional fees for TCR registration.

Brand Registration Fees

Brand registration is a one-time process that verifies your business identity with TCR. This verification helps prevent spam or fraudulent messages from impersonating your organization. Most businesses will only need to register one brand, unless multiple sub-brands are operating under the same SpectrumVoIP account.

Note: Brand registration fees are incurred for each brand submission, whether approved or rejected.

To request optional third-party brand vetting ($40 one-time fee), please contact SpectrumVoIP Support.

Campaign Registration Fees

Each SMS campaign must be registered with a defined use case and assigned numbers before messages can be sent. Campaign registration includes a one-time vetting fee and a recurring monthly fee based on volume and usage. Proper registration helps reduce false message blocking and supports compliance with carrier policies.

Note: TCR enforces a three-month minimum commitment per campaign. Campaigns cannot be canceled during this period, regardless of their approval status.

By default, campaigns are limited to 49 numbers by T-Mobile. If your use case requires more, contact SpectrumVoIP Support to request a campaign size exception.

The $15 vetting fee applies to each campaign submission, including resubmissions after a rejection.

Plus one of the following based on your messaging needs:

SpectrumVoIP does not currently support Sole Proprietor campaigns. This type is intended only for individuals without an EIN, is restricted to one number, and typically costs more than Low Volume campaigns.

Registered and Unregistered SMS Fees

Registered SMS
SMS or MMS is considered “registered” if:

• The number is assigned to a fully registered campaign with TCR, in good standing.
• The number is a toll-free number with completed toll-free registration.

Messages are billed upon successful delivery to our messaging partner, though final delivery to recipients is not guaranteed.

Unregistered SMS
SMS or MMS is considered “unregistered” if:

• The number is not tied to a fully registered campaign.
• The toll-free number has not completed registration.

While SpectrumVoIP may attempt delivery of unregistered messages, they are excluded from any SMS bundles or monthly allotments. Charges apply even if messages are rejected by aggregators or carriers.

Rates are subject to change without notice.

Additional Fees and Penalties

Mobile carriers may impose fees or penalties for non-compliance or misuse of SMS capabilities. These charges apply in addition to the standard rates and registration fees.

As TCR, aggregators, and carriers regularly revise their policies and pricing, please check with their official resources or contact SpectrumVoIP Support for the most current information. All rates listed are for reference only and subject to change.

General

1. Definitions and Interpretation

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by SpectrumVoIP the following words have the following meanings:

“After Hours” means from 18:01 – 07:59 CT Monday to Friday, All day Saturday and Sunday

“Business Hours” means 08:00 – 18:00 CT excluding Public Holidays;

“Client”, “You” or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears and order is placed, and in any case each of their heirs, successors and assigns;

“Conditions” means these terms and conditions;

“Goods” means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things;

“Taxes” or “Tax” means all applicable federal, state, and local taxes, including sales tax, use tax, excise tax, telecommunications taxes, and any other government charges, fees, or assessments imposed by any governmental authority in the United States;

“Order” means any order requested by You to Us for Goods or Services in any form;

“Quote” means a quote provided to You by Us;

“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and the You as the period during which some Services will be provided;

“Plan” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule;

“Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in its absolute discretion without notice to You;

“Public Holidays” means any day designated as a federal holiday under United States federal law, and any day designated as a state holiday under Texas state law.

“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work it has done;

“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion without notice to You;

“Reasonable Assistance Limits” has the meaning set out in clause 17.2;

“Return/Cancellation Fee” means a fee charged pursuant to clause 12.5 as set by Us from time to time;

“Service request” means a request for service such as adds, moves, changes and technical assistance;

“Services” means the provision of any services by Us including Work, advice and recommendations;

“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;

“Us”, “Our” or “We” means SpectrumVoIP, LLC (EIN: Available upon request) and its heirs, successors and assigns; and

“Work” means anything We may do, provide, customise, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.

In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:

Words denoting the singular number only shall include the plural number and vice versa;

Reference to any gender shall include every other gender;

Reference to any Act of Government Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Parliament, Statute or Regulation enacted or passed in substitution therefore;

Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;

All references to dollars ($) are to USD, United States Dollar

A reference to time is to Central Time (CT), Texas, United States

A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;

A recital, schedule, annexure or description of the parties forms part of these Conditions;

A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;

Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

A reference to “includes” means includes without limitation;

A reference to “will” imports a condition not a warranty; and

A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.

2. Applications of These Conditions

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

2.2 Document Hierarchy: These Terms work together with other documents as follows:

(a) Statement of Work (SOW) controls for deal-specific terms (pricing, quantities, specific deliverables, infrastructure details).

(b) Managed Services Agreement (MSA) controls for managed-services operational terms (SLAs, response times, covered services, QBRs, minimum standards).

(c) Terms of Service (TOS) controls for general commercial terms (payment, liability, warranties, returns, general business provisions).

(d) In case of conflict between documents, the document higher in this hierarchy controls for matters within its scope.

3. Commitment Term

1. The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.
2. After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by you as specified in Clause

4. Termination

1. This Agreement may be terminated by You upon ninety (90) days written notice if We:
   
   1. Fail to fulfill in any material respect its obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.
      
      1. Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice.
      2. Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.
2. This Agreement may be terminated by Us upon ninety (90) days written notice to you.
3. If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.
4. Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay all of the remaining payments up until the end of the commitment term.

5. Representations

1. You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

6. Notices

1. Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

7. Governing Law

1. The Conditions shall be governed by and construed in accordance with the laws of the State of Texas and applicable federal law of the United States, without regard to conflict of law principles, and the parties submit to the non-exclusive jurisdiction of the state and federal courts sitting in Texas.

8. Assignment

1. You may not assign Your rights and obligations under this Agreement without the prior written consent of Us. We may assign Our rights and obligations without restriction.

9. Variation of These Terms and Conditions

1. We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

Goods and Services

10. Quotes

1. Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.
2. Quote is valid for 7 days only. Expiry dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.
3. Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as ‘final’ as soon as both parties agree with the final price after any last changes requested by You.
4. The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote, as long as the quote has not been confirmed with You.
5. Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.
6. Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.
7. The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.
8. When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.
9. In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.
10. Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavor to honor every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.
11. Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.
12. ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.
13. Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
14. We do not keep inventory and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.
15. Prices are based upon total Quote Purchase.
16. Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labour for hardware only on a return to depot basis.
17. Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.

11. Orders

1. Order forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a completed Order form or You approve the quote electronically via either an email or a web based system with the date and Your details, including Your full legal name or description and any applicable any applicable EIN or Tax ID number (including the full name or description of any person on whose behalf the order is placed), Your address together with any relevant Quote number and date.
2. Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email or via the web based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.
3. Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favor of Us to be:
   
   1. signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
   2. duly authorized by the person on whose behalf the Order is placed or apparently placed.
4. Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.
5. No obligation to deliver: We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.
6. Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consents to Us undertaking a credit reference check in respect to You.
7. Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has despatched the relevant Goods and that such despatch often occurs the same day as the Order is placed by Us.
8. Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.

12. Pricing and Rates

1. Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).
2. Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.
3. Vary Rates: We reserve the right vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.
4. Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.
5. Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.
6. Expenses: You must pay any out of pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred.
7. Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.
8. Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.
9. Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.
10. Pre-Paid Blocks of Service: Where You agree to buy Pre Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:
    
    1. are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
    2. are only provided by Us during the applicable Period. Where Services are provided for a specified Period:
       
       1. the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and
       2. We are not liable to refund, re-imburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.

13. Services and Plans

1. Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.
2. Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

14. Contracting

1. We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.

15. Delivery, Title, and Risk

1. Delivery liability: We will use all reasonable endeavors to despatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.
2. Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
3. Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.
4. Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.
5. Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:
   
   1. title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
   2. You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
   3. You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
   4. Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
   5. We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorise and direct Us (and Our employees and agents) to enter into such premises as its duly authorised agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.
   6. You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 15.5.

16. Returns and Claims for Goods and Services

1. General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.
2. Customised Goods not returnable: Where Goods have some element of customisation for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.
3. Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.
4. Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.
5. Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.
6. Consequences of use, installation, customisation or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customised or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).

17. Computer Utility, Functionality, and Fitness for Purpose

1. Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.
2. Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
3. Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
   
   1. We may recommend that You purchase Goods provided by third parties from time to time;
   2. Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
   3. You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
      
      1. the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
      2. the behaviour of third-party supplier, e.g. in relation to support;
   4. You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
   5. You acknowledge that the Services provided by Us may involve the very task of seeking to customise Goods so they may be fit for particular purposes and that customisation may be a very substantial project in itself;
   6. Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
      
      1. decisions as to whether or not to follow recommendations by Us;
      2. decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose; and
      3. any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;
   7. Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavours to achieve those outcomes.
4. Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.

18. Force Majeure

1. Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.
2. We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.

19. Product Specifications

1. Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.
2. Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.

20. Warranties

1. Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.
2. No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.

21. Liability

1. Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
2. No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data.
3. Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to You or any third party.
4. Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
5. General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:
   
   1. Goods or Services provided to You or any Work;
   2. these Terms and Conditions;
   3. Your use of Our website (including the use of a credit card or other debit device) or any linked website;
   4. the non-availability of Goods or Our Services for any reason;
   5. any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
   6. for any other reason whatsoever.
6. Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):
   
   1. replacing the Goods or supplying equivalent Goods, Services or Work;
   2. repairing the Goods or the Work;
   3. paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
   4. paying the cost of having the Goods or the Work repaired.
7. Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.
8. Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.
9. Maximum Liability Cap: In no event shall Our total liability to You for any and all claims arising out of or related to these Terms, any Order, or any Goods or Services provided exceed the lesser of: (a) the total amounts paid by You to Us in the six (6) months immediately preceding the event giving rise to the claim, or (b) ten thousand dollars ($10,000).

22. Errors and Omissions

1. We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.

Our Responsibilities

23. Privacy Statements and Your Rights

1. We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorised Purposes”).
2. You are required to provide your personal information to Us for Authorised Purposes.
3. We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, to verify the information You provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.
4. Otherwise We will not disclose Your personal information without Your consent unless authorised by law.
5. Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.
6. We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.

24. Our Website

1. We make no representations or warranties in relation to information available on Our website, including without limitation:
   
   1. that the information on Our website is complete or correct;
   2. that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.

25. Insurance Coverage

1. We will maintain at Our own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $2,000,000. At Your request We will provide You with certificates, including renewal certificates evidencing such coverage within thirty (30) days of commencing this Agreement, at every renewal and at other times as may be reasonably requested by You.

Your Responsibilities

26. Lodging of Service Requests

1. In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests as outlined in Appendix A.

27. Access to Systems, Sites, and People

1. In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.
2. You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.

28. Third Party Authorizations

1. At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.

29. Payment, Late Payment, and Default

1. Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing). by cash, check, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.
2. 7 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.
3. Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.
4. Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.
5. Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:
   
   1. first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured check fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
   2. secondly, in or towards payment of any interest due or payable hereunder, and
   3. thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.
6. Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.
7. Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.
8. Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.
9. Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.

30. Non-Solicitation of Clients and Employees

1. You agree that employees are one of Our most valuable assets, policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by law).
2. You agree that Our damages resulting from breach of this clause 30.1 would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore in the event You violate this provision, You agree to immediately pay Us 100% of the employee’s total annual salary, as liquidated damages and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.

31. Software

1. All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that that they can be reproduced if and when required. This includes all Software installed by Us.
2. You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:
   
   1. any unauthorised Software use by You;
   2. any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
   3. otherwise as a result of Us installing Software at Your where You are not authorised to use the Software; and
   4. any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
3. All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.

32. Copyright and Confidentiality

1. Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as If such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.
2. Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.
3. Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.
4. You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.
5. As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.

APPENDIX A

Service Request Lodgment Process

When you contact us to lodge a service request only the methods below must be used:

Phone: 469-626-7100

Email: helpdesk@spectrumvoip.com

Systray: Systray Icon on Desktop

Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.

If the issue is being lodged by either phone or external email you must include your name, company and return contact details.

Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue.

Service Requests Outside of Our Business Hours

Service Requests that must be addressed outside of business hours must be lodged by phone (charges apply for after hours work). If not, the Service Request will be viewed on Our next Business Day.

‍

These standards define the minimum hardware, software, and security requirements that must be in place for SpectrumVoIP Managed Services to be delivered effectively.

Devices or systems not meeting these standards will be supported on a best-effort basis only until they are remediated.

1. Endpoint Standards (Desktops, Laptops, Workstations)

• Operating System
  – Windows 11 Pro or Enterprise (64-bit, current release branch).
  – macOS supported only on versions under current vendor support.

• Hardware
  – Processor: Intel i5 (8th gen or newer) / AMD Ryzen 5 (2nd gen or newer).
  – Memory: 8 GB minimum; 16 GB recommended.
  – Storage: 256 GB SSD minimum (mechanical HDDs not supported for primary drives).

• Security
  – TPM 2.0 enabled.
  – BIOS/UEFI password protected.
  – BitLocker (or FileVault for Mac) enabled.

• Software Baseline
  – Managed antivirus/EDR (Huntress + Microsoft Defender).
  – RMM agent (NinjaOne).
  – Current patching via Windows Update for Business / Intune.

2. Server Standards

• Operating System
  – Windows Server 2019 or 2022 (Standard or Datacenter).
  – End-of-support OS (2016 or earlier) permitted only on a best-effort basis with an upgrade plan.

• Hardware
  – Processor: Multi-core 2.6 GHz or higher (Xeon/EPYC class).
  – Memory: 16 GB minimum; 32 GB recommended.
  – Storage: Redundant SSD or hybrid storage (RAID 1/5/10 or SAN).
  – Redundant power supplies and NICs for critical roles.

• Virtualization
  – Hyper-V or VMware ESXi 7.0+ supported.

• Security
  – Domain controllers must run supported OS.
  – All servers must be enrolled in monitoring/patch management (NinjaOne/Intune).
  – Encrypted backups with offsite/cloud copy (Acronis/Veeam/Wasabi).

3. Network Standards

• Firewalls
  – Business-class firewall (Fortinet, Sophos, Cisco Meraki, etc.) under current vendor support.
  – Consumer-grade devices (ISP all-in-one gateways, Netgear/Linksys residential, etc.) are supported on a best-effort basis only. Functionality and security limitations may impact our ability to deliver full managed services.

• Switching
  – Managed switches (Layer 2/3) with VLAN support.
  – Gigabit minimum; 10 Gb uplinks recommended for core/distribution.

• Wireless
  – Business-class APs (Aruba, Cisco, Meraki, UniFi).
  – WPA3 or WPA2-Enterprise minimum.

• ISP & Redundancy
  – Business-class internet connection with SLA.
  – Redundant connections recommended for critical sites.

4. Identity & Access Management

• Cloud Identity
  – Microsoft Entra ID (Azure AD) with MFA required for all users.
  – Conditional Access enforced for remote access.

• On-Premises Active Directory / Domain Controllers
  – Must be running Windows Server 2019 or newer (2016 accepted only with documented upgrade plan).
  – Domain controllers must be patched monthly and monitored by RMM.
  – Hybrid deployments (on-prem AD synced with Entra ID via Azure AD Connect) must follow Microsoft best practices.
  – Legacy AD environments (2012 R2 or earlier) are supported on a best-effort basis only until remediated.

5. Security & Protection

• Endpoint Protection
  – Huntress MDR/EDR + Microsoft Defender for Endpoint in Block Mode.

• Email Security
  – Microsoft 365 Business Premium or higher with Defender for Office 365.
  – Optional: external email security gateway (Proofpoint, Avanan, etc.).

• Logging & Monitoring
  – Security event logs forwarded to SIEM/SOC where applicable.

6. Backup & Recovery

• Endpoints
  – Business-critical files must be backed up or synced to OneDrive/SharePoint.

• Servers
  – Image-based backups with local and cloud copy.
  – Minimum 30-day retention; 1 year recommended for compliance workloads.

• Testing
  – Backups must be tested quarterly for integrity and restorability.

7. Software & Licensing

• Productivity Suite
  – Microsoft 365 Business Premium or equivalent.

• Licensing
  – All software must be properly licensed and auditable.

• Unsupported Apps
  – Line-of-business apps must be supported by vendor on current OS.

Updates

SpectrumVoIP may update these Minimum Standards from time to time as technology evolves. Updated versions will be made available at https://www.spectrumvoip.com/privacy-terms/ and are deemed incorporated into your Managed Services Agreement upon publication.

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