Service Order and Agreement
This UnifiedIP Terms & Conditions (Agreement) is between VastEdge, Inc. (VE) and the end user company listed in the UnifiedIP Service Order and Agreement (UIP). Any UnifiedIP services or products (Services) provided by VE to End User shall be governed by the terms and conditions herein. By purchasing the Services, END USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between End User and VE by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING VE's LIABILITY UNDER THE AGREEMENT. End User acknowledges that they are of legal age and authorized to enter into this Agreement.
1. TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END USER AT ANY TIME ARE HEREBY OBJECTED TO BY VE, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON VE. No waiver or amendment to this contract or these terms and conditions shall be binding on VE unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of VE.
2. TERM. The term of this Agreement (Term) begins on the date that End User signs the UnifiedIP form for Services and continues for the duration of the service period as defined by the service plan that is selected by End User (Plan). At the end of the current Term, the Term is automatically renewed unless End User provides VE, prior to the end of the current Term, notification of intention to cancel the service as set forth below. End User agrees to pay for Services for the duration of the Term. Expiration of the Term does not alleviate End User of responsibility for paying all unpaid, accrued charges due hereunder. If End User transfers or ports their phone number to a service provider other than VE, End User must contact VE to cancel the Services provided to End User by VE. If End User chooses to cancel the service before the end of the current Term, Disconnection Fees may apply as set forth below.
3. 911 & SERVICE LIMITATIONS. The Federal Communications Commission (FCC) requires that VE provide E911 Service to all End Users who use VE services within the United States. Sections 3.1-3.7 apply to all End Users who use VE services within the United States. Section 3.8 applies to all End Users.
3.1. 911 ACKNOWLEDGEMENT AND WARNING LABELS. END USER ACKNOWLEDGES THAT VE'S EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 3 AND END USER AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING END USER'S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. VE WILL PROVIDE END USER WITH WARNING LABELS REGARDING THE LIMITATIONS OR UNAVAILABILITY OF 911 EMERGENCY DIALING. END USER AGREES TO PLACE A LABEL ON AND/OR NEAR EACH TELEPHONE OR OTHER CUSTOMER PREMISE EQUIPMENT ON WHICH THE SERVICES MAY BE UTILIZED. IF ADDITIONAL LABELS ARE REQUIRED, END USER MAY REQUEST THEM FROM VE. VE WILL PROVIDE END USER WITH ADVISORY NOTICES REGARDING 911 EMERGENCY DIALING AND REQUEST ACKNOWLEDGMENTS FROM END USER. END USER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT VE HAS ADVISED END USER OF THE CIRCUMSTANCES UNDER WHICH VE E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. VE ADVISES END USER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.
3.3. INTERNET ACCESS. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IF THERE IS AN INTERRUPTION OF END USER'S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.
3.4. NON-VOICE SYSTEMS. END USER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. END USER HAS NO CLAIM AGAINST VE FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.
3.5. VE E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON VIRTUAL NUMBERS, TOLL-FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. END USERS WHO SUBSCRIBE TO VE E911 SERVICE WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (DTA OR VIDEOPHONE) WITH VE BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. END USER ACKNOWLEDGES THAT VE'S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. END USER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY VE WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO VE BY END USER. IN THE EVENT THAT THE PHYSICAL LOCATION HAS NOT BEEN UPDATED OR IS NOT COMPLETE, VE MAY ATTEMPT TO ROUTE A 911 CALL BASED UPON THE BILL-TO OR SHIP-TO ADDRESSES ASSOCIATED WITH THE END USER'S ACCOUNT OR INITIAL ORDER.
3.6. END USERS WHO ARE REQUIRED TO SUBSCRIBE TO VE E911 SERVICE WILL BE SUBJECT TO A MONTHLY E911 SERVICE CHARGE. THE MONTHLY E911 SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE RESIDENTIAL OR BUSINESS PLAN CHARGES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR VE E911 SERVICE IS ASSESSED ON A PER-LINE (THAT IS, PER PHONE NUMBER BASIS), AND WILL BE SET AT A LEVEL THAT REIMBURSES VE FOR THE DIRECT COSTS IT INCURS IN PROVIDING VE E911 SERVICE, INCLUDING EXPENSES VE INCURS, EITHER DIRECTLY OR INDIRECTLY, IN THE FORM OF STATE, COUNTY OR MUNICIPAL E911 SURCHARGES, E911 AUTOMATIC LOCATION INFORMATION (ALI) DATABASE STORAGE, LINE INFORMATION DATABASE AND CALLER ID (LIDB/CNAM) EXPENSES, AND ANY OTHER TAXES OR SURCHARGES DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE PROVISION OF SERVICES TO END USERS SUBSCRIBING TO THIS SERVICE. VE RESERVES THE RIGHT TO ADJUST THE LEVEL OF CHARGES ASSOCIATED WITH THE PROVISION OF E911 SERVICES TO REFLECT INCREASES OR DECREASES IN THE COSTS IT INCURS. (SEE SECTION 12 REGARDING CHANGES TO THE AGREEMENT, SERVICES OR PLAN).
3.7. END USER ALSO ACKNOWLEDGES THAT VE E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE VE E911 SERVICES UNSUITABLE FOR SOME END USERS. BECAUSE END USER CIRCUMSTANCES VARY WIDELY, END USERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON VE E911 SERVICE. END USER ACKNOWLEDGES THAT IT IS END USER'S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET END USER'S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH VE E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:
** VE E911 SERVICE WILL NOT FUNCTION IF END USER'S DTA, PHONE OR VIDEOPHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF END USER'S VE SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, END USER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE VE SERVICE, INCLUDING FOR E911 PURPOSES.
** AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY CHANGE OF AND UPDATE TO END USER'S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO OUR NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE
** THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING VE E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE VE E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE VE NETWORK, THERE IS A POSSIBILITY THAT A VE 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.
** IF END USER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE VE EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, VE E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.
3.8. END USER ACKNOWLEDGES AND UNDERSTANDS THAT VE WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING VE OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. END USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS VE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO END USER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, END USER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.
4. EQUIPMENT. To provide the Services, VE may provide Equipment to End User. All Equipment shipments are F.O.B. VE's facility. VE's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End User upon delivery to carrier. End User will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Service. End User shall be required to obtain authorization from VE to return any Equipment. VE will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. VE will not cover replacement for lost, stolen or modified equipment. VastEdge will not accept any returns or exchanges under any circumstances.
5. BILLING, CHARGES AND PAYMENT
5.1. PAYMENT. Upon purchase of the Service, End User must provide VE with a valid credit card number from an issuer that is accepted by VE. End User authorizes VE to charge the credit card number provided by End User (Credit Card) for all charges arising from End User's use of the Services. End User agrees to notify VE of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. VE shall not be responsible for any charges made by the Credit Card issuer to End User's Credit Card account for exceeding credit limit, insufficient funds or other reasons. Consulting Services / Contract fees cannot be returned. End User's credit card will not be billed until product has shipped. Estimated ship dates are approximate and are not guaranteed. End User may cancel any order due to shipping delays without charge.
5.2. CREDIT TERMS. All Services provided to End User and covered by the Agreement shall at all times be subject to credit approval or review by VE. End User will provide such credit information or assurance as is requested by VE at any time. VE, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.
5.3. BILLING. VE will provide End User with a monthly billing statement for the Services and bill all charges invoiced to End User's account to the Credit Card. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. VE reserves the right to charge the Credit Card for charges, due if at any time End User's cumulative charges for the current month exceed two hundred fifty dollars ($250.00). Billing for monthly service fees commences upon the date listed on the UnifiedIP form (Effective Date), and the first month's monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated.
5.4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, VE may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by VE. If charges cannot be processed to the Credit Card, End User will be charged a fee of ten dollars ($10.00). The fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.
5.5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides VE with an appropriate exemption certificate. If any amounts paid for the Services are refunded by VE, applicable taxes may not be refundable.
5.6. FEDERAL LINE CHARGE. A Federal Line Charge will be charged monthly to offset costs incurred by VE in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The Federal Line Charge will apply to every SIP trunk.
5.7. TRIAL PERIOD. VE offers a thirty (30) day trial period (Trial Period) to new End Users for their first VE account. The Trial Period commences Effective Date. If End User is not satisfied with the Services during the Trial Period, End User may obtain a refund of the equipment and activation fee but not the monthly service fee. Applicable taxes will be refunded to the extent allowed by law. Shipping charges will not be refunded. To obtain a refund, End User must: a) Notify VE within thirty (30) days of the Effective Date of the Services and obtain a return material authorization number from VE for the Equipment and b) Return the Equipment to VE within seven (7) days of cancellation of the Services in its original, unaltered condition with all packaging intact. Disconnection fees shall not apply if End User cancels service during the Trial Period.
5.8. DISCONNECTION AND CONVERSION FEES. Subsequent to the expiration of the Trial Period, if an End User terminates a one (1) Year Plan, a two (2) Year Plan or a three (3) Year Plan prior to the end of the committed term, VE will charge the End User the remaining service fees under the Plan agreement. All fees, including service fees, payable under this Plan shall be non-refundable and non-creditable.
5.9. RATE CHANGES. VE may change the price of Services, toll charges, plans, taxes or fees without any advance notice. For End Users on 1, 2, or 3 year plans, rates will not be increased during the Term, with the exception of government mandated tax changes and international toll calling rates. In the event of a change in prices or toll charges not covered by the Plan, VE will post such changes to the web site currently located at http://www.unifiedip.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates.
5.10. DISCOUNTS. From time to time in its sole discretion, VE may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be listed on the UnifiedIP form. End User shall not be entitled to a subsequent credit for such promotions or discounts if not requested by End User before the Effective Date.
5.11. BILLING DISPUTES. End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by VE or End User waives any objection and further recourse. Written statements disputing charges must be sent to:
Assistant Vice-President, Business Operations
1669-2 Hollenbeck Ave, #129
Sunnyvale, CA 94087
6. TOLL CHARGES. Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network (PSTN), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Plan. Calls to a phone number outside the United States and Canada to a non-VE telephone number will be charged at the current rates published on the VE web site. The duration of each call is to be calculated in one minute increments and rounded up to the nearest one minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When End User dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by an End User to an International mobile, rather than landline, or premium rate telephone number may result in higher toll charges.
7. TELEPHONE NUMBER. Any telephone number provided by VE (Number) to the End User shall be leased and not sold. End User is not to use the Number with any other device other than the Equipment without the express written permission of VE.
8. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment in any way without the express written permission of VE. End User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End User shall immediately notify VE of any lost or stolen Equipment and shall cooperate with VE in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At VE's sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all service fees accrued until the time that VE is informed of the loss or theft and can effect a termination of the Services.
9. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of VE or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of VE. End User understands that neither VE nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End User agrees that it will NOT use the Services in ways that violate laws (including but not limited to laws prohibiting transmission of unsolicited fax advertisements), infringe the rights of others, or interfere with the users, services, or equipment of the network. End User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of VE. VE's Service Plans for business End Users that offer unlimited minutes or a package of minutes of calls (Free Minute Plans) are for reasonable business use of End User only. Such use shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, tele marketing (including without limitation charitable or political solicitation or polling), call center operations, junk faxing, fax spamming, calling/faxing any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage. End User shall not transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. End Users further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Any use found to be inconsistent with this restriction will result in termination of the Service. VE reserves the right to immediately terminate or modify the Services of any End User using Free Minute Plans if VE determines, in its sole discretion, that End User is not using the Free Minute Plans for End User's reasonable business use.
10. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF END USER COMMUNICATIONS. End Users are solely responsible for maintaining the confidentiality of End User password and account, and agree not to transfer email address or password, or lend or otherwise transfer use of or access to the VE Service, to any third party. End Users are also solely responsible for any and all activities that occur under End User account. End User agree to immediately notify VE of any unauthorized use of End User account or any other breach of security related to End User account or the VE Service, and to ensure that End User log off/exit from End User account (if applicable) at the end of each session. VE is not liable for any loss or damage arising from End User failure to comply with any of the foregoing obligations. In consideration for using the VE Service, End User agrees to: (1) provide certain current, complete, and accurate information about End User when prompted to do so by the VE Service, and (2) maintain and update this information as required to keep it current, complete and accurate. End User agrees that any such information shall be accurate. End User agrees that End User are solely responsible for the content of all visual, written or audible communications (Content) sent by End User or displayed or uploaded by End User in using the Services. End User agrees that End User will not use the Services to send unsolicited commercial e-mail outside End User company or organization in violation of applicable law. End User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Recognizing the global nature of the Internet, End User also agree to comply with applicable local rules or codes of conduct (including codes imposed by End User employer) regarding online behavior and acceptable content and the transmission of technical data exported from the United States or the country in which End User reside. VE reserves the right to investigate and take appropriate action against anyone who, in VE's sole discretion, is suspected of violating this provision, including without limitation, reporting End User to law enforcement authorities. Use of the Services is void where prohibited. Although VE is not responsible for any such communications, VE may delete any such communications of which VE becomes aware, at any time without notice to End User. End User retains copyright and any other rights already held in Content which End User submits, posts or displays on or through, the Services. End User understands and agrees that by displaying, exchanging or uploading Content to a VE website, transmitting Content using the Services or otherwise providing Content to VE, End User automatically grant (and warrant and represent End User have a right to grant) to VE a world-wide, royalty-free, sublicensable (so VE affiliates, contractors, resellers and partners can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Site and/or the Services.
11. RESPONSIBILITY FOR CONTENT OF OTHERS. Be advised that other users of the Services (Users) may violate one or more of the above prohibitions, but VE assumes no responsibility or liability for such violation. If End User becomes aware of misuse of the Services by any person, please contact VE Client Services at 1-888-586-3535. VE may investigate any complaints and violations that come to its' attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. However, because situations and interpretations vary, VE also reserves the right not to take any action. Under no circumstances will VE be liable in any way for any data or other content available on a Site or viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content on the Site. If at any time End User are not happy with a Site or the Services or object to any material on a Site, End User sole remedy is to cease using the Site or the Services. VE does not endorse and has no control over what Users post or submit to a Site. End User acknowledges that VE cannot guarantee the accuracy of any information submitted by any User of a Site, nor any identity information about any User. VE reserves the right, in its sole discretion, to reject, posting or other data, or to restrict, suspend, or terminate any User's access to all or any part of a Site or Services at any time, for any or no reason, with or without prior notice, and without liability. VE reserves the right to investigate and take appropriate action against anyone who, in VE's sole discretion, is suspected of violating this provision, including without limitation, reporting End User or any User to law enforcement authorities.
12. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. VE reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan (Change of Service). In the event of a Change of Service, VE will post to the Web Site currently located at http://www.VElobal.com/legal. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. The Plan change will take effect in the first month after the Plan is changed. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.
13. NOTICE. Notice will be considered received by End Users and such changes will become binding to End Users, on the date the changes are posted to the Web Site (Change Date), and no additional notice will be required. If End User does not send VE notification of their desire to terminate this agreement or uses the Service after the Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service and terminates this Agreement, End User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.
14. TERMINATION. End User agrees to provide VE with thirty (30) days notice of termination. End User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to VE. In accordance with section 5, Disconnection Fees may apply. VE reserves the right, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, End User's breach of this Agreement, End User's failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, VE, VE's network or other End User's use of the Services. VE reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that VE's determination is final and binding on End User. VE may require an activation fee to change or resume a terminated or suspended account.
15. PRIVACY. VE utilizes the public Internet and third party networks to provide fax, voice and video communication services. Accordingly, VE cannot guarantee the security of fax, voice and video communications of End User. VE is committed to respecting an End User's privacy. Once End User chooses to provide personally identifiable information, it will only be used in the context of the End User's relationship with VE. VE will not sell, rent, or lease End Users' personally identifiable information to others. Unless required by law or subpoena or if End User's prior permission is obtained, VE will only share the personal data End User provides with other VE entities and/or business partners that are acting on VE's behalf to complete the activities described herein. Such VE entities and/or national or international business partners are governed by VE's privacy policies with respect to the use of this data. VE is required to file numerous reports with different administrative bodies. As such, VE may provide aggregate statistics about customers, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, VE reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either VE or any company affiliated with VE. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, VE may disclose personally identifiable information.
16. RETURNS AND ADJUSTMENTS. No Equipment may be returned by End User for any reason without prior approval of VE. All returns shall be in original packaging or equivalent. End User shall be responsible for all costs related to shipping to VE any Equipment that is being returned. Any Equipment returned to VE without prior authorization for its return or proper packaging may be refused. In order to obtain an appropriate refund, upon cancellation End User must immediately obtain a return material authorization number from VE, return to VE any Equipment provided hereunder, undamaged and in good working condition, in its original packaging and with its original content or otherwise will be immediately responsible for paying to VE an amount equal to the fair retail price of the equipment minus any payments End User had previously paid specifically for said Equipment.
17. TECHNICAL SUPPORT. VE provides technical support to End Users via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied.
18. BREACH. In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse VE for all attorney, court, collection and other costs incurred by VE in the enforcement of VE's rights hereunder and VE may keep any deposits or other payments made by End User.
19. INDEMNIFICATION. End User agrees to defend, indemnify and hold VE, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.
20. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL VE OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF VE OR ITS VENDORS OR OTHERWISE.
21. WARRANTY AND LIABILITY LIMITATIONS. VE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER VE NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO VE'S OR END USER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VE'S OR ITS VENDORS' NEGLIGENCE. ANY CLAIM AGAINST VE MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER AND VE HAS NO LIABILITY THEREAFTER. VE'S LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. VE MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR. ALL WARRANTIES COVER ONLY DEFECTS ARISING UNDER NORMAL USE AND DO NOT INCLUDE MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN VE. IN NO EVENT SHALL VE'S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY END USER TO VE IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.
23. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by VE or its vendors.
24. SOFTWARE COPYRIGHT. Any software used by VE to provide the Services and any software provided to End User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End User may not copy the software or any portion of it.
25. SURVIVAL. The provisions of section 3, 5, 17, 18, 19, 20, 21, 23, 25, 26 and 28 shall survive any termination of the Agreement.
26. NOTICES. VE communicates with End Users primarily via email. Notices to End User shall be sent to the email address specified by End User on the UnifiedIP from for the Services or as subsequently specified by End User (Email Address). End User is responsible for notifying VE of any Email Address changes. End User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.
27. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). VE shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of VE as may occur in spite of VE's best efforts.
28. GOVERNING LAW / RESOLUTION OF DISPUTES.
28.1. Mandatory Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND VE WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO END USER, INCLUDING ANY BILLING DISPUTES (CLAIM). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION. This agreement to arbitrate also requires End User to arbitrate claims against other parties relating to Services or Products provided or billed to End User if Claims are asserted against VE in the same proceeding. Any controversy between the parties to this Agreement involving the construction or application of any of the terms, covenants, or conditions of this Agreement shall, on the written request of one party served on the other, be submitted to mediation, which shall be conducted in compliance with, and be governed by the provisions of sections 1775 through 1775.15 of the California Code of Civil Procedure. The parties shall use their best efforts to agree upon a person to mediate the dispute, but if they are unable to agree on one such person, each shall appoint one person, and then those two persons will select a third impartial mediator to form a panel to conduct the mediation. The cost of mediation will be borne by the parties equally. If the matter cannot be resolved by mediation, it shall be submitted to binding arbitration, which shall be conducted in compliance with, and be governed by the provisions of sections 1280 through 1294.2 of the California Code of Civil Procedure. The parties shall use their best efforts to agree upon a person to arbitrate the dispute, but if they are unable to agree on one such person, each shall appoint one person, and then those two persons will select a third person to form a panel to conduct the arbitration. Unless a hearing is requested, disputes will be resolved based on written submissions and no personal appearance is required. If End User requests an arbitration hearing, that hearing will take place either telephonically or in San Jose, California. As a limited exception to the agreement to arbitrate, End User and VE agree that: (a) End User may file Claims in small claims court in San Jose, California, if the Claims qualify for hearing by such court; (b) if End User fails to timely pay amounts due, VE may assign the account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement; and (c) any Claim filed as a class action is not subject to arbitration but instead must be filed in the California Superior Court, County of Santa Clara (San Jose) or in the United States District Court for the Central District of California.
28.2. Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT, END USER AGREES TO PROVIDE VE WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO VE AT. IF VE IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN END USER OR VE MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 28.1. All claim notices should be sent to:
1669-2 Hollenbeck Ave, #129
Sunnyvale, CA 94087
28.3. Governing Law. The Agreement and the relationship between End User and VE shall be governed by the laws of the State of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 28.1, End User and VE agree to submit to the personal and exclusive jurisdiction of the courts within the state of California, to the extent possible in Santa Clara County (San Jose), and waive any objection as to venue or inconvenient forum. The failure of VE to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
29. ENTIRE AGREEMENT. The terms and conditions of this Agreement, along with the rates posted to the web site currently located at http://www.unifiedip.com, and the UnifiedIP Service Order and Agreement, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of VE and End User.
Updated: February 18, 2011