Terms of Service
Voice Carrier Service Subscriber Agreement
This Agreement (“Agreement”) is between Voice Carrier LLC. and a user of Voice Carrier, LLC’s communications Services as defined below. This Agreement governs both the Services described below and any devices provided by Voice Carrier LLC for use in conjunction with the Services, including but not limited to the “Voice Carrier Equipment” (as defined herein). In this Agreement, “you” and “your” mean the customer of the Voice Carrier LLC. Services defined below, and “Voice Carrier,” “we,” “our,” and “us” mean Voice Carrier LLC and any Voice Carrier affiliates authorized to provide you with Voice Carrier Services.
By breaking the seal on the package, enrolling in, activating, using, or paying for the Services, you agree to the terms and conditions in this Agreement, including those pertinent to 911 emergency dialing, and to the prices, charges, terms and conditions provided to you with respect to the Service during the Service registration process, including in marketing materials associated with your offer, and on the Voice Carrier VoIP Service website, all of which are incorporated herein by reference. If you do not agree to all of the aforementioned terms and conditions, do not use the Services, and cancel the Services immediately by calling Voice Carrier at 1-800-556-5829 for further instructions.
Upon signing up for the Service and at subsequent times as requested by Voice Carrier, you agree to provide to us with your accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer your account.
Service is offered for a term which begins on the date that Voice Carrier activates your Service and ends on the day before the same date in the following month or at the end of the contract term. The Service automatically renews without further action by you unless you give Voice Carrier notice of non-renewal at least thirty (30) days before the end of the term.
Voice Carrier VoIP 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 type of service may be generically referred to as “Voice over IP” or “VoIP”. It is separate and distinct from standard Local, Local Toll and Long-Distance services. “Service” or “Services” is defined to include Voice Carrier’s Voice over IP unlimited local and nationwide direct dialed calling within the United States and Canada and certain calling and call management features or advanced features associated with the Service, including additional features or advanced features which Voice Carrier, in its sole discretion, may add, modify, or delete from time to time.
Voice Carrier’s Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). Voice Carrier’s Service may not support 900, 311, 511 and/or other x11 services in one or more (or all) service areas (other than 911, which is discussed further in our Emergency Calling Agreement). Voice Carrier’s Service does not connect calls to phone numbers in Area Code/Prefix combinations used by third party Reverse Billing Services. The list of blocked numbers is subject to change by Voice Carrier without notice to Customer.
You acknowledge and understand that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the Service provided by Voice Carrier. The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial telecommunications regulatory agencies.
Voice Carrier VoIP Service requires: (a) specialized customer premises equipment called a telephone adapter or SIP device (“TA”, “Device” or “Equipment”) obtained through Voice Carrier or a third party that allows connectivity from a regular telephone handset (which you need to supply at your own expense) to your broadband connection and which you are responsible for installing yourself pursuant to instructions provided to you by Voice Carrier; and (b) a broadband connection via cable modem (two-way cable) or DSL with sufficient broadband capability (which you need to supply at your own expense). Since VoIP is dependent on the broadband connection, an adequate power supply, and correct configuration, Voice Carrier 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.
Privacy and Security
VoIP communication utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. You acknowledge and understand that Voice Carrier cannot guarantee that VoIP communication is private or secure. Voice Carrier is not liable for any lack of privacy or security that you may experience with regard to the Service.
There are Federal Communications Commission rules governing the use and disclosure of certain information that Voice Carrier obtains during its provision of VoIP Services to you. This information is known as Customer Proprietary Network Information (“CPNI”). CPNI relates to the quantity, technical configuration, type, destination, location and amount of VoIP Service to which you subscribe. Voice Carrier may not, without notifying you of your rights and obtaining your consent, access or use this information to market services to you other than the types of Services you already receive from Voice Carrier. Nor may Voice Carrier, without notifying you of your rights and obtaining your consent, disclose your CPNI to its agents, affiliates, joint venture partners or independent contractors for the purpose of marketing services to you. A more detailed explanation of your CPNI rights and how you may provide or withdraw your consent for Voice Carrier to access, use or disclose your CPNI may be found by logging into your My Voice Carrier account and navigating to Manage Account > Account Permissions.
Calls made through the Voice Carrier service are recorded and archived for 72 (seventy two) hours or more for the purpose of diagnostics, service and quality control. Voice Carrier does not guarantee or warrant the privacy of these stored calls.
Operation and Limitations of the Voice Carrier Emergency Dialing (911) Service
Voice Carrier provides access to emergency calling services, allowing some, but not all, Voice Carrier Office users to access either basic 911 or Enhanced 911 (E911) service. Your access may differ depending on Your location or the device You are using, and emergency calling services work differently than You may have experienced using traditional wireline or wireless telephones. It is strongly recommended that You have an alternative means for placing emergency calls available at all times.
IF YOU SUBSCRIBE TO THE VOICE CARRIER SERVICE, YOU MUST MAKE ALTERNATIVE ARRANGEMENTS TO PLACE 911 CALLS, SUCH AS USING A TRADITIONAL WIRELINE OR CELLULAR TELEPHONE. YOU SHOULD NOT RELY ON THE VOICE CARRIER SERVICE TO CALL 911. EMERGENCY CALLS CANNOT BE PLACED THROUGH SOFTPHONES.
By using the Service, you represent and warrant that you have made and will maintain at all times wireless or traditional wireline telephone service that will enable you to call 911 and any other applicable emergency service numbers. You should inform all business colleagues, household residents, guests, and other persons who may be present at the physical location where you utilize the Service that 911 may not be available or may be in some way limited in comparison to traditional 911 service.
The availability of certain features, such as transmission of a Registered Address or Your Voice Carrier telephone number, depends on whether local emergency response centers support those features, and are factors outside of Voice Carrier’s control. Voice Carrier relies on third parties to assist us in routing 911 calls and text messages to local emergency response centers and to the NECC. Voice Carrier does not have control over local emergency response centers, the NECC, emergency responders, or other third parties. Voice Carrier disclaims all responsibility for the conduct of local emergency response centers, the NECC and all other third parties involved in the provision of emergency response services. Accordingly, to the extent permitted by applicable Law, You hereby release, discharge, and hold harmless Voice Carrier from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or 911 call. You agree to indemnify and hold harmless Voice Carrier, and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising out of: (i) Your provision to Voice Carrier of incorrect information, including physical addresses, or Your failure to update Your Registered Address; (ii) Your failure to properly notify any person who may place calls using the Office Services of the 911 limitations; or (iii) the absence, failure, or outage of emergency service dialing using the Office Services for any reason; and (iv) the inability of any user of the Office Services to be able to dial 911 or access emergency service personnel for any reason.
You agree that Voice Carrier is not responsible for any third party claims against us that arise from your use of the Service. Further, you agree to reimburse us for all costs and expenses related to the defense of any such claims, including attorneys’ fees, unless such claims are based on our willful misconduct or gross negligence. You agree to defend, indemnify, and hold Voice Carrier, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this Agreement or the service, harmless from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) by, or on behalf of, you or any third party or user of your service, relating to or arising out of the Services, the telephone adapter, or its installation, or this Agreement, including, but not limited to the lack of 911 dialing or dialing associated with a security system. This paragraph shall survive termination of this Agreement.
How 911 Service Works
When a Voice Carrier Office user dials 911 on an IP Desk Phone or 911-Enabled Softphone, the Voice Carrier phone number and the Registered Address You have provided is sent to the local emergency center serving Your location. In some areas, emergency operators have access to this information; however, in areas where only basic 911 service is available, the emergency operator answering the call may not be able to see Your Voice Carrier telephone number or Your Registered Address. You should always be prepared to provide the emergency operator with Your Voice Carrier telephone number and Registered Address in case the call is dropped or disconnected. If You are unable to speak, the emergency operator may not be able to send help to Your location and/or call You back should the call be disconnected. Voice Carrier does not control whether or not the emergency operator receives Your telephone number and Registered Address. You are responsible to register the physical location of any telephone device like an IP phone or softphone and update the address whenever that device is moved to a new location.
Emergency dialing with Your Office Service works differently than emergency dialing over traditional phone service. In some cases, 911 calls dialed from Your Voice Carrier Office device cannot be directed to the local emergency response center, and are instead directed to a National Emergency Call Center (the “NECC”). That might happen if there is a problem validating a Registered Address, if the Registered Address is an international location, or if the Registered Address is in an area that is not covered by the landline 911 network. 911 calls that are directed to the NECC may not include Your Voice Carrier telephone number or Your registered address. Trained operators at the NECC will request Your name, location, and telephone number and attempt to reach emergency responders in Your local area. Until You give the operator Your phone number, and location, he/she may not be able to call You back or dispatch help to Your location if the call is dropped or disconnected.
Voice Carrier 911 service will not function in the event of an Internet or power outage, or if Your broadband, ISP, or Voice Carrier Office service is terminated. The Voice Carrier Mobile Application cannot send emergency calls over Wi-Fi access. It is possible that network congestion may delay or prevent completion of a 911 call. Voice Carrier 911 service may not be available if You are dialing from a Voice Carrier number that is not a Canadian or United States number. Emergency (911) calling will not work outside of the United States or Canada.
By accepting VOIP phone Services (the “Service”) from Voice Carrier, you acknowledge and understand that the Service does not function in the event of power failure. You also acknowledge and understand that the Service requires a fully functional broadband connection to the Internet and that, accordingly, in the event of an outage of, or termination of service with, your Internet service provider (“ISP”) and/or broadband provider, the Service will not function, but that you will continue to be billed for the Service unless and until you or Voice Carrier terminate the Service in accordance with this Agreement. Should there be an interruption in the power supply or an ISP outage, the Service will not function until power is restored or the ISP outage is cured. A power failure or disruption may require you to reset or reconfigure Equipment prior to utilizing the Service. Power disruptions, failures or ISP outages will also prevent dialing to emergency service numbers including the 911 calling feature. Should Voice Carrier suspend or terminate your Service, the Service will not function until such time as Voice Carrier restores your Service (which may require payment of all invoices and reconnection fees owed by you or cure of any breach by you of this Agreement).
Registering Your Location
You agree to register with Voice Carrier immediately upon activation of Your Account the address of the physical location where You will use the Voice Carrier Office Service, including each IP Desk Phone and each 911-Enabled Softphone. This is Your Registered Address. You agree that You will accurately register each individual line through the Account Admin Portal or the Customer Portal for the applicable End User. If You or Your End Users move a registered device, You agree to immediately update the Registered Address with the new physical location of the device with Voice Carrier through the Admin Portal or in Your account settings. You acknowledge that if You do not update the Registered Address, any 911 calls made from the device may be sent to the wrong emergency response center and will not transmit Your current location information to emergency responders, delaying emergency assistance to You. It may take up to several hours for the address update to take effect. Customers with more than one line or extension are solely responsible for ensuring that an accurate and up-to-date Registered Address is maintained for each IP Desk Phone and each 911-Enabled Softphone, and that their End Users are aware of how the Registered Address can be changed.
Notification of Employees, Guests, or Other Users
You agree to notify any employees, contractors, guests, or persons who may place calls using the Office Services or may be present at the physical location where the Office Services may be used, of the limitations of Voice Carrier 911 Service from Your Voice Carrier Office IP phone, other equipment or the Voice Carrier Softphone. You agree to affix a Voice Carrier-provided sticker warning that 911 services may be limited or unavailable in a readily visible place on each piece of equipment that might be used to access or use the Office Services. You and Your End Users should always have an alternative means for placing 911 calls and/or sending text messages to 911.
You acknowledge and agree that Your use, and use by Your employees and/or guests or other third parties, of Voice Carrier’s 911 Services and Text-to-911 Services are subject to the limitations described herein.
Home Security Systems and other Non-voice Communications Equipment
All non-voice communications equipment, including but not limited to, home security systems that are set up to make automatic phone calls and medical monitoring devices, are not compatible with Voice Carrier VoIP service, and fax machines and modems may not be compatible with Voice Carrier VoIP Service. By accepting this Agreement, you waive any claim against Voice Carrier for interference with or disruption of such systems due to the Services.
Local Number Portability
In the event you are not utilizing a new phone number for your Voice Carrier VoIP service, but rather are transferring an existing phone number to our Voice Carrier VoIP Service(which is currently subscribed to a carrier other than Voice Carrier for local, long distance and international telephone services), the terms and conditions of this paragraph shall apply:
You hereby authorize Voice Carrier to process your order for Voice Carrier VoIP Service and to notify your local telephone company of your decision to switch your local, local toll and long distance services to Voice Carrier VoIP service, and you hereby represent that you are authorized to instruct Voice Carrier to take this action;
You agree and acknowledge that if you set up your TA or telephone prior to the date that the number switch becomes effective (“Port Effective Date”), you may only be able to make outgoing calls over the phone you have connected to the TA or the SIP Device. In such 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 Voice Carrier VoIP service; and,
You agree and acknowledge that if your TA is not yet activated as of the Port Effective Date, your existing phone service for the number you are transferring may be disconnected and you may have no Service for that line. Therefore, to avoid an interruption in your phone service, it is extremely important that you install the TA prior to, or on, the Port Effective Date. An estimate of the Port Effective Date will be sent to you via e-mail by Voice Carrier following your completion of the ordering process.
Number Transfer on Service Termination
Voice Carrier or its providers may receive requests from other telephony providers (a “Requesting Party”) acting as agents on your behalf to port a telephone number currently assigned to you to a third party provider (“Port-Out”). Voice Carrier 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 Voice Carrier’s or its vendors’ standard operating procedures. Note that you will be responsible for all monthly, usage and disconnect fees associated with your Service until the Port-Out date of completion or last date of your Service period, whichever comes last.
Lawful, Non-Fraudulent Use of Service and TA
You agree to use the Service and TA only for lawful purposes. You will not use the Service or TA for any unlawful, abusive, or fraudulent purpose, including, for example, using the Service in a way that (1) interferes with our ability to provide Service to you or other customers; or (2) avoids your obligation to pay for Services.
If Voice Carrier has reason to believe that you or someone else is abusing the Service or using it fraudulently or unlawfully, we can immediately suspend, restrict, or cancel the Service without advance notice. While we encourage use of the Service within the United States to other countries, Voice Carrier does not presently offer or support the Service to customers located in other countries. The Service is intended for use only in the United States. If you remove a Device to a country other than the United States and use the Service from there, you do so at your own sole risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all such use of the Service and/or Device by yourself or any person making use of the Service or Device provided to you and agree to indemnify and hold harmless Voice Carrier against any and all liability for any such use. Should removal of the Device from the United States violate any export control law or regulation, you will be solely liable for such violation and agree to indemnify and hold harmless Voice Carrier against any and all liability for such violation. If Voice Carrier determines that you are using the Service from outside of the United States, Voice Carrier reserves the right to terminate your Service immediately and without advance notice, leaving you responsible for all outstanding charges, all of which immediately become due and payable.
It is the express intention of the parties that Customer, and not Voice Carrier, shall bear the responsibility for and charges arising from any unauthorized or fraudulent usage of the International calling Service. Voice Carrier reserves the right, but is not required, to take any and all action it deems appropriate (including blocking access to International Calling) to prevent or terminate any fraud or abuse in connection with the Service, or any use thereof, provided, however, that any such action shall be consistent with charges associated with the fraudulent activity.
Fraudulent activity can be caused due to lack of strong built-in security mechanisms on the customers network and or changing the SIP passwords on the Voice Carrier provided PBX. You understand, acknowledge and undertake that these circumstances are beyond Voice Carriers control and the customer will be responsible for all charges associated with the fraudulent activity you will also take the necessary steps to resolve any issues with your network resulting in fraudulent activity.
You represent and warrant that (a) you are not located in (and will not use the Services in) a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties relating to exports. You also acknowledge that the Services may be subject to other U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Voice Carrier as well as end-users end-use, and destination restrictions imposed by U.S. and foreign governments.
Residential Use of Service and Device-Prohibition on Resale
The Service and Device are provided to you for the use designated on your order. This means that you are not using the Service and Device for any unauthorized activities including but not limited to continuous or extensive calls, auto-dialing, call forwarding, fax broadcast, fax blasting or any prohibited activity that would be inconsistent with normal commercial usage patterns. You are not permitted to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express prior written permission from Voice Carrier. Should you wish to become a reseller of Voice Carrier Products, you may contact Voice Carrier for further information. You agree that your use of the Service and/or Device for any unauthorized purpose will obligate you to pay Voice Carrier’s higher rates for such Services for all periods, including past periods, in which you use, or used, the Service for unauthorized purposes. Voice Carrier reserves the right to immediately terminate or modify the Service if Voice Carrier determines, in its sole discretion, that the Service is being used for unauthorized use.
Theft of Service
You agree to notify Voice Carrier immediately, in writing or by calling the Voice Carrier customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. Until such time as Voice Carrier receives notice of the theft or fraudulent use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen Service or fraudulent use of the Service.
You are solely responsible for maintaining the confidentiality of all passwords, PINs, and security questions and answers associated with your use of the Service, are you solely liable for any transactions or activities by you or anyone else that occur on your account. You shall not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means.
Ownership and Risk of Loss
You shall be deemed the owner of the Device, and bear all risk of loss of, theft of, casualty to or damage to the Device, from the time it is shipped to you until the time (if any) when it is returned by you pursuant to this Agreement and has been received by Voice Carrier.
Prohibited Uses of Service
You are expressly prohibited from reselling or transferring the Service or Voice Carrier Equipment to any other person for any purpose without express prior written permission from Voice Carrier. If Voice Carrier determines, in its sole discretion, that you are reselling or transferring the Service or that your Service is being used for any of the aforementioned activities, Voice Carrier reserves the right to immediately terminate your Service without advance notice or modify the Service and to assess additional charges for each month in which excessive usage occurred.
The transmission of unsolicited calls, using the Services for broadcasting, and/or transmitting unsolicited fax advertisements is illegal under federal law, including the Federal Telephone Consumer Protection Act of 1991, and under a number of similar state laws. Distribution of unsolicited voicemail, broadcast, and fax advertisements through the Services is prohibited. You are expressly prohibited from using the Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal commercial or home office usage patterns. You shall not spam or blast voicemail or faxes simultaneously (such as sending one hundred (100) or more simultaneously). If you transmit or are otherwise connected with any transmission of voice, fax, e-mail, or other unsolicited marketing messages using the Services, you agree to pay Voice Carrier its actual damages if those damages can be reasonably calculated. If actual damages cannot be reasonably calculated, you agree to pay Voice Carrier liquidated damages of ten dollars ($10.00) for each unsolicited marketing message transmitted through the Services. You acknowledge that if actual damages cannot be reasonably calculated, these liquidated damages are a reasonable estimation of such damages and are not a penalty. You are not permitted to harvest or otherwise collect information about others, including email addresses, without their consent. You are not permitted to create a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.
You are expressly prohibited from using the Service in any manner that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy, or in a manner that infringes, misappropriates, or otherwise violates the foreign or domestic intellectual property rights or other rights of Voice Carrier or any third parties. You may not negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous to Voice Carrier or its customers.
You agree to use the Service and Device only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when, in Voice Carrier’s sole judgment, the transmission, receipt or possession of such communication or material would constitute, or encourage, a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Voice Carrier reserves the right to terminate your Service immediately and without advance notice if Voice Carrier, in its sole discretion, believes that you have violated the above restrictions, leaving you responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately shall become due and payable and may at Voice Carrier’s discretion be immediately charged to your credit card on file. You are liable for any and all use of the Service and/or Device by yourself and by any person making use of the Service or Device and agree to indemnify and hold harmless Voice Carrier against any and all liability for any such use. If Voice Carrier, in its sole discretion, believes that you have violated the above restrictions, Voice Carrier may forward the objectionable material, as well as your communications with Voice Carrier and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
An existing Voice Carrier customer (“Existing Customer”) may not, via phone or online account access, establish a new user (“New Person”) associated with his or her account where the New Person would have a reasonable expectation of privacy with regard to the CPNI associated with the Services the New Person receives from Voice Carrier. Such a reasonable expectation is present if such New Person would consider himself or herself to be a Voice Carrier customer, separate and apart from the Existing Customer.
You are issued on a “one (1) user per line basis”, meaning that only one registered user may be assigned to use the Services for any one line. You will not allow more than one user to use a single VoIP line or using a single VoIP line in excess of what would be expected of a single user. You will not trunk or forward any number related to the Service to another phone number capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
You shall not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through any means.
Certain Voice Carrier Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Voice Carrier expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Voice Carrier from and against any damages or liabilities of any kind related to your recording of any telephone conversations using the Services.
Voice-to-Text and Text-to-Voice Limitations
Certain Voice Carrier Services may provide a function that allows voicemails to be converted to text and vice versa. You understand and agree that Voice Carrier’s voice-to-text (“VTT”) and text-to-voice (“TTV”) features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any and all VTT or TTV features. Voice Carrier expressly disclaims all liability with respect to the conversion of voicemails to text or vice versa. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Voice Carrier from and against any damages or liabilities of any kind related to your use of VTT or TTV features when using the Services.
Copyright / Trademark /Unauthorized Usage of Device, Firmware or Software
The Service and Device and any firmware or software used to provide the Service or provided in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on Voice Carrier’s website(s) are protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “marks”) of Voice Carrier are and shall remain the exclusive property of Voice Carrier and nothing in this Agreement shall grant you the right or license to use any of such marks. You acknowledge that you are not given any license to use any Voice Carrier firmware or software other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with this Agreement. You expressly agree that the Device is exclusively for use in connection with the Service and that Voice Carrier will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. If you decide to use the Service through an interface Device not provided by Voice Carrier, which Voice Carrier reserves the right to prohibit, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface Device with the Service and you will indemnify and hold harmless Voice Carrier against any and all liability arising out of your use of such interface Device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.
Certain applications used in the Service may also be governed by the additional terms of certain software licenses. The Services may also be licensed under certain patents.
Tampering with the Device or Service
The telephone Equipment will be configured for your exclusive use of the Service purchased on the broadband connection designated by Voice Carrier. Unless expressly authorized in writing by Voice Carrier, you shall not tamper with the telephone Equipment, modify its configuration or try to directly access it in any way. You agree not to change the electronic serial number or Equipment identifier of the Device, or to perform a factory reset of the Device, without express permission from Voice Carrier. Voice Carrier reserves the right to terminate your Service should you tamper with the Device, leaving you responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable. You agree not to hack or disrupt the Service or to make any use of the Service that is inconsistent with its intended purpose or to attempt to do so.
You are responsible for all return shipping charges for any hardware returned to Voice Carrier for any reason, including situations in which hardware is covered under warranty. If you have purchased any hardware from Voice Carrier or Voice Carrier has otherwise provided you with any hardware and your account is terminated for any reason prior to the end of your first year of service, you hereby authorize us to immediately bill your credit card the appropriate equipment return fees, as set forth below.
- You agree to pay all shipping and handling charges related to any hardware returns.
- All hardware must be fully functional, include all components, manuals, peripheral devices, and all other accessories that were originally shipped with the hardware. At our discretion, we may decline your return or charge you an additional fee of thirty dollars ($30) for each missing item or for each item that we determine is damaged or not in good working condition.
- Before returning any hardware that has data in its memory, please transfer all files you wish to retain to another file source. Once the hardware is returned, your files cannot be recovered and you release us of any liability for any lost, damaged, or destroyed files, data, or other information.
Cancellation or Termination of Service
Expiration of the term or termination of Service does not excuse you from paying all unpaid, accrued charges due in relation to the contract. Any equipment to be returned must be returned in like-new condition or you will be charged for that equipment at the current retail price. Your numbers will not be ported until all charges due have been payed.
Upon termination for any reason and at any time the customer shall return, at customer’s expense, any equipment that must be returned within two weeks of the end of the contract in like new condition or shall pay the then current replacement price of such equipment by the customer as part of the termination.
You must notify Voice Carrier that you will be canceling your service more than 30 (thirty) days before the end of the contract term, otherwise the contract will automatically renew for the same term. If you terminate Service prior to the end the term, you will be responsible for all charges and costs to the end of the contract period, including without limitation unbilled charges, plus a disconnect fee if applicable, all of which immediately become due and payable. Cancellation may take up to two business days to become effective. Your credit card will be charged for any remaining usage charges after contacting Voice Carrier to cancel your Service.
By Voice Carrier:
Voice Carrier reserves the right to immediately and without notice discontinue Services, cancel your account, and/or block your access to the Voice Carrier network, without incurring any liability, if Voice Carrier deems that such action is necessary to prevent or to protect against fraud or to otherwise protect Voice Carrier’s personnel, agents, facilities, or Services. Without limitation, Voice Carrier may take such actions if:
- You breach this Agreement
- You refuse to furnish information, or furnish false information, that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of such service;
- You indicate that you will not comply with a request for security for the payment for Services;
- You fail to respond to Voice Carrier attempts to contact you about your account;
- You act in violation of the law or do not or will not reasonably comply or cooperate with any applicable law or regulation;
- Your Service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of non-payment or possible fraud;
- You have been given notice by Voice Carrier of any past due amount (which remains unpaid, in whole or in part) for any of Voice Carrier’s or an affiliated carrier’s Service to which you either subscribe or had subscribed or used;
- You either refuse to pay when billed for Service or indicate that you do not intend to pay for Service used by you;
- You use, or attempt to use, Service with the intent to avoid the payment, either in whole or in part, of the charges for the Service by (i) using or attempting to use Service by rearranging, tampering with, or making connections to Service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;
- You act in a manner that hinders or frustrates any investigation by Voice Carrier or others having legal authority to investigate your legal obligations;
- You were previously provided with notice of breach of contract, but thereafter engage in the same activity; or
- You act in a manner that is threatening, obscene, harassing, insulting, or abusive to Voice Carrier personnel, including employees, contractors or other representatives or agents.
- Should your telephone Equipment stop performing according to the standard Voice Carrier Service requirements, Voice Carrier reserves the right to temporarily restrict your access to the Service and the network until Voice Carrier resolves the issue.
- Immediately upon written notice to you, Voice Carrier may discontinue Services, cancel your account, and/or block your access to Voice Carrier’s network, without incurring any liability, if:
- Any invoice charges remain outstanding after the 30th day from the date of the invoice notifying you of the charges; or
- You fail to comply with a request by Voice Carrier for security for the payment for Services.
The discontinuance of service(s) by Voice Carrier pursuant to these provisions does not relieve you of any obligation to pay Voice Carrier for charges due and owing for service(s) furnished up to the time of discontinuance.
Billing and Payment for Service
Time is of the essence for payment. Voice Carrier will send monthly on-line bills for Voice Carrier’s VoIP Services, with the following charges depending on your calling plan:
- a monthly Service fee for your Voice Carrier plan; and
- long distance call charges (in the event that they are not included in the monthly fee for your plan), charged on a per minute usage basis; and
- international call charges (which are not included in the monthly fee), charged on a per minute usage basis and
- toll free inbound calls (which are not included in the monthly fee), charged on a per minute usage basis;
- Any Equipment charges and related shipping charges.
Regulatory Recovery Fees
You may be charged activation and other fees. You may incur charges or be required to order a different type of Service plan if you change your phone number after your Voice Carrier VoIP Service has been activated. If you have obtained your TA directly from Voice Carrier, Voice Carrier also reserves the right to charge for shipping charges associated with the TA.
The Carrier Cost Recovery Charge is a monthly surcharge telecommunications carriers, are permitted to assess in order to defray a portion of the costs to terminate calls on other networks, fees paid to support government programs such as Telecommunications Relay Service and Local Number Portability, along with other charges assessed by the FCC, and additional indirect costs associated with administering and complying with government programs. This surcharge is not a customer tax or fee assessed by a government agency.
Voice Carrier will bill all charges, applicable taxes and surcharges monthly in advance to your credit card, including but not limited to: activation fees, monthly Service fees, long distance usage charges, international usage charges, advanced feature charges, Equipment purchases, disconnect fees and shipping and handling charges. Usage-based charges will be billed monthly in arrears, as well as any other charges which Voice Carrier chooses to bill in arrears. Voice Carrier reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50.00. Any usage charges will be billed in increments that may be rounded up to the nearest minute except as otherwise set forth in the rate schedules found on Voice Carrier’s website.
Commencement of Billing
You are responsible for self-installing the telephone Equipment once you receive it. Where you purchase the telephone Equipment directly from Voice Carrier, once your order is processed and the Service is provisioned, we will ship you the telephone Equipment by 3-day mail, and will begin monthly billing for the Services promptly after the telephone Equipment shipment date (“Service Activation Date”). You are encouraged to complete installation of the telephone Equipment promptly because you will be responsible for full payment for the charges on your Voice Carrier bill even if you have not yet installed the telephone Equipment or used the Service at the time the bill is rendered.
Price Changes and other Modifications
Notwithstanding any terms to the contrary regarding price changes in the Pricing Guarantee as found in Voice Carrier’s general Terms of Service, or elsewhere, Voice Carrier may change the prices and charges for Voice Carrier VoIP Services and/or long distance and international calling from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the Services and/or international calling are effective no sooner than fifteen days after we post them on our website. Increases to charges that recover our costs associated with government programs are effective no sooner than 3 days after we post the increases on our website.
If we increase the monthly Service fee (as compared to long distance call charges, international call charges or regulatory recovery fees) and you would be charged a cancellation or other fee to cancel that Service, or we modify a material term of our Agreement with you and the modification would be materially adverse to you, we will notify you of the increase or modification (as provided herein) and you can cancel the Service without paying the cancellation or other fee (which is your only remedy) by following the cancellation instructions in the notice. If you do not cancel the Service by following the instructions in the notice, then you agree to the increase or modification, even if you paid for Service in advance. If the notice does not say how long you have to cancel, then you will have 14 days after the date of the notice to cancel. If we increase charges for certain Services to which no cancellation fee applies, we will notify you of the increase, but you will still be responsible for any cancellation fee applicable to other Services you cancel.
Charges and Billing
Charges accrue through a full billing period. To determine the charge for each international call, we may round up to the next full minute for any fraction of minutes used. We will determine the format of the bill and the billing period, and we may change both the bill format and the billing period from time to time.
If you make use of any toll free feature that is or may be offered by Voice Carrier in the future, you acknowledge and agree that Voice Carrier is entitled to recover from you any charges imposed on Voice Carrier by payphone owners or operators, either directly or indirectly through Voice Carrier’s suppliers in connection with toll free calls made to your number, or any charges imposed on Voice Carrier by its suppliers to recover such costs. Voice Carrier may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as Voice Carrier deems appropriate for the recovery of these costs.
Failure to Pay
Upon advance notice, we may suspend, restrict, or cancel the Services and this Agreement, if you do not make payments for current or prior bills by the required due date. Service suspension or cancellation will result in your loss of the number associated with the Service.
Late Payment Charge and Billing Disputes
Acceptance of late or partial payments (even if marked “Paid in Full” or with other restrictions) shall not waive any of our rights to collect the full amount of your charges for the Service. You must notify Voice Carrier in writing within 7 days after receiving your credit card statement if you dispute any Voice Carrier charges on that statement or such dispute will be deemed waived. Billing disputes should be directed to Voice Carrier.
You agree to reimburse us for reasonable attorneys’ fees and any other costs associated with collecting delinquent or dishonored payments. If charges cannot be processed through your credit card, we will charge you an additional $50.00. If the state law where you receive the Service requires a different fee, we will charge you the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.
You are responsible for, and shall pay, any applicable federal, state, provincial, 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 a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide Voice Carrier with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date Voice Carrier receives such certificate.
Voice Carrier shall be entitled to increase all charges each month by a percentage equal to the then applicable annual percentage increase in the Consumer Price Index (CPI). CPI shall mean the Consumer Price Index for all Urban Consumers All Cities Average, For All Items (1982-1984=100) published by the Bureau of Labor Statistics, United States Department of Labor.
No Credit Allowances for Interruption of Voice Carrier VoIP Service
You acknowledge and agree that the Services are provided “as is”. Credit allowances for interruption of Voice Carrier VoIP Service, including international calling Services, will not be provided unless specifically agreed to by Voice Carrier under a service agreement.
You agree to defend, indemnify, and hold Voice Carrier, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this Agreement or the Service, harmless from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) by, or on behalf of, you or any third party or user of your service, relating to or arising out of the Services, Equipment, any installation, or this Agreement, including, but not limited to the lack of 911 dialing or dialing associated with a security system. This paragraph shall survive termination of this Agreement.
You agree that Voice Carrier should not be responsible for any third-party claims against us that arise from your use of the Services. Further, you agree to reimburse us for all costs and expenses related to the defense of any such claims, including attorneys’ fees, unless such claims are based on Voice Carrier’s willful misconduct or gross negligence. This provision will continue to apply after the Agreement ends.
Limitations of Liability
By enrolling in, activating, using or paying for the Services, you agree that you have read this Agreement and understand the limitations of Voice Carrier VOIP Service described herein.
Should it be determined that Voice Carrier has liability to you on account of any act or omission of Voice Carrier related to this Agreement, including acts or omissions related to 911 dialing, such liability shall be limited to the amount you have paid for Services, or otherwise, the minimum allowed under the law.
Except for damages that are the direct result of Voice Carrier’s willful or intentional misconduct, you will not be entitled to any other damages, including indirect or consequential damages, regardless of the form of action. Voice Carrier and our employees, agents, contractors and representatives will have no liability whatsoever for any unauthorized access, damages or modifications to, or loss or destruction of, any of your software, files, data or peripherals or for copyright, trademark, patent, trade secret or other intellectual property infringement.
Voice Carrier shall not be held liable for any inability to provide the Service, including 911 dialing, at any time or from time to time, including but not limited to any interruption or degradation of voice quality that is caused by any of the following:
- act or omission of an underlying carrier, service provider, vendor or other third party;
- equipment, network or facility failure;
- equipment, network or facility upgrade or modification;
- force major events such as (but not limited to) acts of God, strikes, fire, war, riot, and government actions;
- equipment, network or facility shortage;
- equipment or facility relocation;
- service, equipment, network or facility failure caused by the loss of power to you;
- outage of your ISP or broadband service provider (including where Voice Carrier is your ISP or Broadband service provider);
- act or omission by you or any person using the Service or any Device provided to you; or
- any other cause that is beyond Voice Carrier’s control, including without limitation a failure of, or defect in, any Device, the failure of any incoming or outgoing communication, the inability of communications (including without limitation 911 dialing) to be connected or completed, or degradation of voice quality.
VOICE CARRIER SOFTWARE APPLICATIONS AND SERVICES ARE INTENDED FOR GENERAL BUSINESS USE ONLY. VOICE CARRIER SERVICES ARE NOT DESIGNED OR RECOMMENDED FOR USE IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE (E.G., EMERGENCY MEDICAL CARE, HAZARDOUS ACTIVITIES) OR IN WHICH THE FAILURE OF THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. VOICE CARRIER SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES OR SERVICES.
Further, you shall be solely liable for any transmissions sent and data stored through the Services under your account; Voice Carrier shall not be liable to you or others for any damages arising from the content of any data transmission, communication or message transmitted to or received by you (whether read or unread, solicited or unsolicited), or losses resulting from any goods or Service purchased or messages received or transactions entered into through the Service.
Voice Carrier’s aggregate liability for (i) any failure or mistake; (ii) any claim with respect to Voice Carrier’s performance or nonperformance hereunder or (iii) any Voice Carrier act or omission in connection with the subject matter hereof shall in no event exceed Service charges paid by you with respect to the affected time period.
These are very important terms for emergency calling with Your Voice Carrier VoIP services. If You are not satisfied with the limitations of the Voice Carrier 911 service, You should use a different way to make emergency calls including 911 or E911 or discontinue your Voice Carrier services. You should have an alternative means for placing emergency calls available at all times. This includes using any SIP client or application on a cell phone or computer.
Operation and Limitations of the Voice Carrier 911 Service
Voice Carrier Provides Access to Emergency Calling Services (911)
Voice Carrier provides access to emergency calling services, allowing most, but not all, Voice Carrier users to access either basic 911 or Enhanced 911 (E911) service. Your access may differ depending on Your location or the device You are using. Emergency calling services work differently than You may have experienced using traditional wireline or wireless telephones. It is strongly recommended that You have an alternative means for placing emergency calls available at all times.
Voice Carrier users using IP Desk Phones or 911-Enabled Softphones can dial 911 directly from their IP Desk Phones or 911-Enabled Softphone. EMERGENCY CALLS CANNOT BE PLACED THROUGH SOFTPHONES THAT ARE NOT 911-ENABLED.
Calls to 911 placed through the Voice Carrier Mobile Application on a smartphone are automatically routed to the native dialer on the smartphone, and the call will be handled by Your wireless service provider if wireless service is available. If Your wireless service is unavailable, the 911 call cannot be placed. The Voice Carrier Mobile Application cannot place emergency calls over Wi-Fi access. Emergency dialing is not available through the Voice Carrier Mobile Application on tablets or other mobile devices without a native phone dialer and a wireless service plan.
How it Works
When a Voice Carrier Office user dials 911 on an IP Desk Phone or 911-Enabled Softphone, the Voice Carrier phone number and the Registered Address You have provided is sent to the local emergency center serving Your location. In some areas, emergency operators have access to this information; however, in areas where only basic 911 service is available, the emergency operator answering the call may not be able to see Your Voice Carrier telephone number or Your Registered Address. You should always be prepared to provide the emergency operator with Your Voice Carrier telephone number and Registered Address in case the call is dropped or disconnected. If You are unable to speak, the emergency operator may not be able to send help to Your location and/or call You back should the call be disconnected. Voice Carrier does not control whether or not the emergency operator receives Your telephone number and Registered Address.
Emergency dialing with Your Voice Carrier Service works differently than emergency dialing over traditional phone service. In some cases, 911 calls dialed from Your Voice Carrier Office device cannot be directed to the local emergency response center, and are instead directed to a National Emergency Call Center (the “NECC”). That might happen if there is a problem validating a Registered Address, if the Registered Address is an international location, or if the Registered Address is in an area that is not covered by the landline 911 network. 911 calls that are directed to the NECC may not include Your Voice Carrier telephone number or Your registered address. Trained operators at the NECC will request Your name, location, and telephone number and attempt to reach emergency responders in Your local area. Until You give the operator Your phone number, and location, he/she may not be able to call You back or dispatch help to Your location if the call is dropped or disconnected.
Voice Carrier 911 service will not function in the event of an Internet or power outage, if You do not have cellular service (on the Voice Carrier Mobile Application), or if Your broadband, ISP, or Voice Carrier Office service is terminated. The Voice Carrier Mobile Application cannot send emergency calls over Wi-Fi access. It is possible that network congestion may delay or prevent completion of a 911 call. Voice Carrier 911 service may not be available if You are dialing from a Voice Carrier number that is not a Canadian or United States number.
Registering Your Location
You agree to register with Voice Carrier immediately upon activation of Your Account the address of the physical location where You will use the Voice Carrier Office Service, including each IP Desk Phone and each 911-Enabled Softphone. This is Your Registered Address. You agree that You will accurately register each individual line for every device. When a registered device is moved, You agree to immediately update the Registered Address with the new physical location of the device with Voice Carrier. You acknowledge that if You do not update the Registered Address, any 911 calls made from the device may be sent to the wrong emergency response center and will not transmit Your current location information to emergency responders, delaying emergency assistance to You. It may take up to several hours for the address update to take effect. Customers with more than one line or extension are solely responsible for ensuring that an accurate and up-to-date Registered Address is maintained for each IP Desk Phone and each 911-Enabled Softphone, and that their End Users are aware of how the Registered Address can be changed.
Notification of Employees, Guests, or Other Users
You agree to notify any employees, contractors, guests, or persons who may place calls using the Office Services or may be present at the physical location where the Office Services may be used, of the limitations of Voice Carrier 911 Service from Your Voice Carrier Office IP phone, other equipment or the Voice Carrier Softphone. You agree to affix a Voice Carrier-provided sticker warning that 911 services may be limited or unavailable in a readily visible place on each piece of equipment that might be used to access or use the Office Services. You and Your End Users should always have an alternative means for placing 911 calls and/or sending text messages to 911.
Disclaimer of Liability for Emergency Call Response
You acknowledge and agree that Your use, and use by Your employees and/or guests or other third parties, of Voice Carrier’s 911 Services and Text-to-911 Services are subject to the limitations described herein. The availability of certain features, such as transmission of a Registered Address or Your Voice Carrier telephone number, depends on whether local emergency response centers support those features, and are factors outside of Voice Carrier’s control. Voice Carrier relies on third parties to assist us in routing 911 calls and text messages to local emergency response centers and to the NECC. Voice Carrier does not have control over local emergency response centers, the NECC, emergency responders, or other third parties. Voice Carrier disclaims all responsibility for the conduct of local emergency response centers, the NECC and all other third parties involved in the provision of emergency response services. Accordingly, to the extent permitted by applicable Law, You hereby release, discharge, and hold harmless Voice Carrier from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or 911 call. You agree to indemnify and hold harmless Voice Carrier, and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising out of: (i) Your provision to Voice Carrier of incorrect information, including physical addresses, or Your failure to update Your Registered Address; (ii) Your failure to properly notify any person who may place calls using the Office Services of the 911 limitations; or (iii) the absence, failure, or outage of emergency service dialing using the Office Services for any reason; and (iv) the inability of any user of the Office Services to be able to dial 911 or access emergency service personnel for any reason.
Disclaimer of Damages
Except as provided above, in no event shall Voice Carrier, its officers, directors, employees, affiliates or agents or any other service provider who furnishes services to you in connection with this Agreement or the Service be liable for any direct, incidental, indirect, special, punitive, exemplary or consequential damages, or for any other damages, including inability to be able to dial 911 or to access emergency service personnel through the Service. The disclaimer and limitations set forth herein apply to claims founded in breach of contract, breach of warranty, product liability, tort and any and all other theories of liability and apply whether or not Voice Carrier was informed of the likelihood of any particular type of damages.
Some states do not allow the exclusion or limitation of certain damages, or other modifications of or limitations to certain remedies, so the above exclusion or limitation may not apply to you, in whole or in part.
No Warranties on Service
Voice Carrier makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability, fitness of the Service for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance or any other warranty that the Service will meet your requirements. Without limiting the foregoing, Voice Carrier does not warrant that the Service will be without failure, delay, interruption, error, degradation of voice quality or loss of content, data or information. Statements and descriptions concerning the Service or Device, if any, by Voice Carrier or Voice Carrier’s agents or installers are informational and are not given as a warranty of any kind. We do not authorize anyone, including, but not limited to, Voice Carrier employees, agents or representatives, to make a warranty of any kind on our behalf and you should not rely on any such statement.
No Warranties or Limited Warranties for Devices
If you received the Device new from Voice Carrier and the Device included a limited warranty at the time of receipt, you must refer to the separate limited warranty document provided with the Device for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation. If your Device did not include a limited warranty from Voice Carrier at the time of receipt, you agree that you accept the Device “as is” and that you are not entitled to replacement or refund in the event of any defect. Any limited warranty shall not apply to any defect or failure other than a manufacturing defect, and, without limiting the generality of the foregoing, shall not apply to any defect caused by damage in transit, retailer handling or customer handling. Your sole remedy for any breach of any limited warranty is to obtain a repaired or replacement Device, by following the Voice Carrier return procedures. You must include with the returned Device a letter stating that you are returning the Device for warranty repair or replacement and stating the nature of the defect.
Other than warranties as to the Device expressly set forth in documentation provided with the Device, Voice Carrier makes no warranties of any kind, express or implied, and specifically disclaims any warranty of merchantability, fitness of the device for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance or any other warranty that the Device or any firmware or software is “error free” or will meet your requirements. The foregoing will not be deemed to limit any disclaimer or limitation of warranty set forth in the documentation provided with the Device.
Choice of Law
This Agreement and your use of the Services shall be governed by the laws of the State of California and the United States without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Dispute Resolution and Mandatory Arbitration
You agree that you will first negotiate with us in good faith to settle any claim or dispute between you and us in any way related to or concerning the Agreement, or our provision to you of the Service or a Device (“claim”). You must send a written description of your claim by mail to start this process.
Instead of suing in court, you agree that any claim that has not be resolved after our good faith negotiation must be submitted to final, binding arbitration with the American Arbitration Association (“AAA”) under its published Supplementary Procedures for Consumer-Related Disputes, which are a part of this Agreement by this reference and are available by calling the AAA at 800-778-7879 or visiting its website at www.adr.org. You must serve our contact (by mail at Voice Carrier, Inc. ATTN: Contracts Management) with a notice of an arbitration in order to begin an arbitration. All arbitrations shall take place in Santa Clara County, California. You and we submit to the exclusive jurisdiction of the courts located in Santa Clara County, California. This Agreement to arbitrate extends to claims that you assert against other parties, if you also assert claims against us in the same proceeding. The Agreement involves interstate commerce and the Federal Arbitration Act and federal arbitration law govern arbitrations under this Agreement. An arbitrator may only award as much relief as a court having jurisdiction in the place of arbitration, limited to the same extent that a court would limit such relief and consistent with the provisions of this Agreement. An arbitrator may order injunctive or declaratory relief (so long as that injunctive or declaratory relief does not apply beyond your dealings with us) or summary judgment under applicable law. AAA has a fee schedule for arbitrations. You will pay your 50% of the arbitrator’s fees except for claims less than $25, we will pay all arbitrator’s fees. You and we agree to pay our own other fees, costs and expenses including those for counsel, experts, and witnesses. Visit www.adr.org arbitrator fee information in hardship circumstances.
Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. While the prohibition on consolidated or class-wide proceedings in this Agreement will continue to apply: (a) you may take claims to small claims court, if they qualify for hearing by such court and (b) if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement, as explained in the “Late Payment Charge & Billing Disputes” section above.
You and Voice Carrier acknowledge and agree that this section waives any right to a jury trial or participation as a plaintiff or as a class member in a class action. If a court or arbitrator determines that your waiver of your ability to pursue class or representative claims is unenforceable, this arbitration Agreement will not apply and our dispute will be resolved by a court of appropriate jurisdiction, other than a small claims court. Should any other provision of this arbitration Agreement be deemed unenforceable, that provision shall be removed, and the Agreement shall otherwise remain binding.
You agree not to directly or indirectly engage in any conduct or make any communication (public or private) that disparages Voice Carrier or the Services in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. Voice Carrier may terminate your access to the Services if you breach the requirements of this section.
No Third Party Beneficiaries
No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, right of reimbursement, or cause of action or creates any other third party beneficiary rights.
Acts Beyond Our Control
Neither you nor we will be responsible to the other for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control, except that you must pay for any Services used.
Voice Carrier can assign all or part of our rights or duties under this Agreement without notifying you, and without such assignment being considered a change to the Agreement. In such cases, Voice Carrier will have no further obligations to you. You may not assign this Agreement or the Services under any circumstances without our prior written consent. Subject to these restrictions, this Agreement will bind the heirs, successors, subcontractors, and assigns of the respective parties, who will receive its benefits.
Notices from you to Voice Carrier must be provided as specified in this Agreement. Notices from you to Voice Carrier must be in writing and delivered to Voice Carrier’s headquarters. Voice Carrier’s notice to you under this Agreement will be provided by one or more of the following: posting on our website, recorded announcement, bill message, bill insert, newspaper ad, postcard, letter, call to your billed telephone number, or e-mail to an address provided by you.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement. If an arbitrator or court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
Reasonable Business Use
All Service plans that offer unlimited minutes of calls (“Unlimited Plans”) are for reasonable business use of Customer only. Reasonable Business Use does not include certain activities including, but not limited to, any of the following:
Autodialing, continuous or extensive call forwarding, use of virtual extensions for regular business use, continuous connectivity, fax broadcast, telemarketing (including without limitation charitable or political solicitation or polling), 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.
Any other use resulting in improper usage patterns, including but not limited to dialing patterns wherein the Customer’s inbound or outbound minutes exceeds 95% of the aggregate usage and/or average minutes per line are in excess of 95% of all Voice Carrier customers. For example, if you use 5000 minutes in one month per line and 98% of all Voice Carrier customers used less than 5000 minutes that month per line, your use would constitute unreasonable use and would be in violation of this Reasonable Use Policy. In the case of Canadian businesses terminating out of Canada, the reasonable usage for those customers will be 2000 minutes per line using a Canadian DID for outbound calling.
If Voice Carrier determines, in its sole discretion, that Customer is not using the Unlimited Plans for Reasonable Business Use, Voice Carrier reserves the right to immediately (a) charge Customer’s Credit Card for the current per-minute rate for any usage determined to be outside of Reasonable Business Use, and/or (b) to terminate or modify the terms of Customer’s Service.
Voice Carrier may use your name, trademark, or logo (which may be published on our website, and in our hard copy materials) to identify you as a user of the Voice Carrier Service.
This Agreement, along with Voice Carrier’s general Terms of Service and the rates found on Voice Carrier’s website, constitutes the entire agreement concerning Voice Carrier VoIP Services between us and supersedes all prior agreements, understandings, statements or proposals concerning the Voice Carrier VoIP service, including representations, whether written or oral. In the event of any conflict between this Agreement and Voice Carrier’s general Terms of Service (including rates), the terms of this Agreement shall take precedence and control. Voice Carrier reserves the right to add to, modify or amend this Agreement at any time for any reason at its sole discretion. This Agreement can only be amended as provided herein. No written or oral statement, advertisement, or Service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither you nor Voice Carrier may rely on any representations or statements by the other party or any other person that are not included in this Agreement.
You represent that you may legally enter into this Agreement, have reviewed this Agreement and have read and clearly understand its terms. If you are acting on behalf of a corporation or other entity, you represent that you have full authority to bind that entity, and if not, you agree to accept personal liability for the account. You are responsible for all charges incurred by any person you authorize to access your account or allow to use the Service.