"www.unovon.com" is owned and operated by Voyzze Communications Inc ("VCI"). This agreement ("Agreement") is between Voyzze Communications, Inc. and the entity identified in a valid and binding Sales Quotation or Sales Order (hereinafter referred to as the "Customer") and are an integral part of the agreement between Voyzze Communications Inc and Customer of the VCI communications services or products (the "Service"). This Agreement explains VCI's obligations to Customer, and Customer's obligations to VCI. It is a binding agreement. Any Services provided by VCI to Customer shall be governed by the terms and conditions herein. By clicking to accept these terms and/or by using the Service, the Customer acknowledges and agree that Customer has received, read, understand and agree to be bound by all of the terms and conditions of this Agreement.
The terms and conditions of this Agreement, along with the rates posted on the web site currently located at http://www.unovon.com, constitute the entire agreement with regard to the Services, subject to change as set forth herein, and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the successors, and assigns of VCI and the heirs, successors and permitted assigns of Customer. Customer acknowledges that Customer is of legal age to enter into this Agreement.
The terms and conditions stated herein are the final and exclusive agreement between VCI and Customer. Except as otherwise explicitly agreed by an Officer of VCI in writing, conflicting, different or additional terms are expressly rejected and acceptance of this offer is expressly limited to the terms stated in this Agreement. No course of dealing or usage of trade or actual course of performance shall be relevant to explain or supplement any terms contained or used herein.
The term of this Agreement ("Term") begins on the Service Commencement Date (defined below) and continues for the duration of the service period as defined by the service plan ("Plan") that is selected by Customer. The "Service Commencement Date" is the earlier of
1. the date VCI enables the Services and they become available for use, or
2. 10 days after installation; if Customer self-installs the Equipment, billing for the Service commences on the earliest of (x) the day on which Customer picked up the Equipment at VCI's service center, (y) the day Customer installed the Service, or (z) five (5) days after the date VCI shipped the Equipment to Customer. At the end of the Term, the Term is automatically renewed for a service period equal to the immediately-prior service period unless Customer provides VCI, at least 30 days before to the end of the current Term, notification of intention to cancel the service. Customer agrees to pay for Services for the duration of the Term. Expiration of the Term or termination of Service will not excuse Customer from paying all accrued and unpaid charges due under this Agreement. If Customer chooses to cancel the service before the end of the current Term, disconnection fees and early termination liability may apply as set forth herein and/or in the applicable Plan.
VCI shall provide equipment to Customer to use the Services ("Equipment"). Equipment shipments are FOB VCI's facility. VCI's liability for delivery shall cease and all risk of loss or damage shall pass to Customer upon delivery to VCI's selected carrier. VCI will provide replacement Equipment only if the Equipment is determined to be defective and covered under the warranty. VCI will not provide a replacement for lost, stolen or modified equipment. Equipment returned by Customer that is not covered under warranty may be refused by VCI. Customers who purchased through a retail outlet may return defective Equipment within the first thirty (30) days to the place of purchase or such shorter period as set forth in the retail outlet's return policy; after the return period has lapsed Customer may contact VCI regarding warranty replacement.
No Equipment may be returned by Customer for any reason without prior approval of VCI. All returns shall be in original packaging or equivalent. Customer shall be responsible for all costs related to return shipping to VCI any Equipment that is being returned. Any Equipment returned to VCI without prior authorization for its return or proper packaging may be refused. In order to obtain an appropriate refund, upon cancellation, Customer must obtain a return material authorization number from VCI and Equipment must be undamaged and in good working condition, in its original packaging and with its original content; otherwise Customer will be immediately responsible for paying to VCI an amount equal to the fair retail price of the equipment minus any payments Customer had previously paid specifically for said Equipment.
The Federal Communications Commission (FCC) requires that VCI provide E911 Service to all Customers who use VCI services within the United States
A. 911 Acknowledgement and Labels. Customer acknowledges that VCI'S equipment and services do not support 911 Emergency Dialling or other Emergency functions in the same way that traditional wire line 911 services work. The Customer is directed that the 911 service is unreliable and may not work if and when needed. The service should not be the primary means of the Customer or other users to make 911 calls and the Customer should inform all residents, guests, and other third parties who may be present at the physical location where you use the 911 Service, of the limitations of the 911 Service. If Customer does not correctly identify the actual location where the VCI equipment will be located at the time of activation of the service, VCI E911 communications may not be directed to the correct local emergency operator. Customer agrees to place a label on or near each telephone. These labels will be provided by VCI and if additional labels are required, Customer may request them from VCI. VCI will provide Customer with advisory notices regarding the 911 Emergency dialling and request acknowledgements from Customer. Customer agrees to respond and affirmatively acknowledge that VCI has advised Customer of the circumstances under which VCI E911 service may not be available or may be limited in comparison to traditional 911 emergency dialing. VCI advises Customer to maintain an alternative means of accessing traditional 911 services.
B. Service Interruptions. VCI strives to provide perfect and uninterrupted service, however many factors beyond our control can affect service quality. Customer acknowledges that there is no service uptime or voice quality guarantee. The Service is bandwidth dependent and the quality of the service is connected to the quality of the internet connection and therefore fluctuations in the broadband service might engender a reduced quality of service. Customer acknowledges and understands that VCI will in no circumstances be liable for any service outage and/or inability to dial 911 due to the 911 dialing characteristics and limitations set forth in this agreement. Customer agrees to defend, indemnify, and hold harmless VCI, its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to Customer in connection with the Services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees) relating to the failure or outage of the Equipment or Services, including those related to 911 dialing, and those by, or on behalf of, any third party or user of the Services or Equipment.
C. Non-Voice Systems. Customer acknowledges that the services are not set up to function without dialing systems including home security systems, medical monitoring equipment, TTY equipment, and entertainment or satellite television systems. Customer has no claim against VCI for interruption or disruption of such systems by the services.
D. Physical Location of Equipment. VCI 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. Customers who subscribe to VCI E911 service will be required to register the physical location of their equipment with VCI, either on the www.unovon.com website or by calling customer service, and agree to update the location whenever the physical location of service changes. Customer acknowledges that VCI's only mechanism for routing 911 calls to the correct emergency call taker is the physical location currently registered for that account. Customer acknowledges and understands that any enhanced location information passed to an emergency operator by VCI will be based upon the physical location provided to VCI by Customer. In the event that the physical location has not been updated or is not complete, VCI may attempt to route a 911 call based upon the bill-to or ship-to addresses associated with the Customer's account or initial order.
E. E911 Service Charge. Customers who are required to subscribe to VCI E911 service will be subject to a monthly E911 service charge of $1.99. 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 VCI E911 service is assessed on a "per-line" basis (that is, per phone number basis), and will be set at a level that reimburses VCI for the direct costs it incurs in providing E911 service, 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 Customers subscribing to the Services. VCI 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 and Customer agree to pay any adjusted charges for E911 services assessed by VCI, without any advance notice given. This is over and above, the state and county E911 fee that may be collected for the E911 emergency broadcast and transmitting systems that can pinpoint the Customers physical address.
E911 Differences. Customer also acknowledges that VCI E911 service has certain
characteristics that distinguish it from traditional, legacy, circuit-switched 911 services.
These characteristics may make E911 services unsuitable for some Customers. Because
Customer circumstances vary widely, Customers should carefully evaluate their own
circumstances when deciding whether to rely solely upon E911 service. Customer
acknowledges that it is Customer's responsibility to determine the technology or
combination of technologies best suited to meet Customer'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 are some characteristics that distinguish
E911 service from traditional, legacy, circuit-switched 911 service:
** VCI E911 services will not function if Customer's Equipment, phone or videophone fails or is not configured correctly or if Services provided by VCI are not functioning for any reason, including, but not limited to, electrical power outage, or suspension or disconnection of service because of billing or other issues. If there is a power outage, Customer may be required to reset or reconfigure the equipment before being able to use the Services, including for E911 purposes.
** After initial activation of the E911 service, and following any change of and update to Customer'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 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 E911 call. Due to technical factors in network design, and in the event of network congestion on the VCI network, there is a possibility that a VCI 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.
A. 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-VCI telephone number will be charged at the then-current rates published on the VCI 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. All charges and taxes calculated to a fractional cent shall be rounded up to the nearest whole cent. When Customer dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by a Customer to an International mobile, rather than landline or premium rate telephone number may result in higher toll charges. VCI's advertised rates for international calls are generally the rates charged for calls to landline telephones. Some calls to international mobile telephones, or to international telephone numbers considered to be special services calls, are charged a different (usually higher) rate than calls to landline telephones. The rates Customer will be charged are set forth in the calling plan rate tables.
B. Business Plans. VCI residential plans are for Customer's own business and professional use. This means that Customer agrees to use, and may use the Service for any commercial activities, governmental activities, profit-making activities, and/or non-profit activities, including and limited to home office, business, sales, tele-commuting, tele- marketing, and any other activity that would be inconsistent with normal business usage patterns by any and all business plans including unlimited plans. This also means that Customer agrees not to, and may not, sell, resell or transfer the Service to any other person for any purpose, or make any charge for the use of the Service, without the prior express written permission from VCI. Customer agrees that if VCI determines in its sole discretion that Customer has used the Service, and/or anyone else has used the Service for any activities and purposes prohibited by this section it may immediately charge Customer VCI's higher rates for its business service for all periods, including past periods, in which Customer uses, or used, the Service for such prohibited activities together with a US$10,000.00 administrative fee for same, and that VCI may immediately charge such amounts on Customer's credit card. VCI reserves the right to immediately terminate or modify the Service, if VCI determines, in its sole discretion, that the Service is being used for such prohibited activities or in any other manner prohibited by this Agreement. In addition to and without prejudicing or waiving any other remedies that it is entitled to, VCI, after it has determined in its sole discretion that Customer has violated this business agreement, VCI may retroactively charge Customer $0.5 per minute for all US and Canadian calls made since the activation of Customer's account. Violations of this agreement regarding international calls will likewise be retroactively billed at the then-current published rates. Customer agrees that any payment made to VCI pursuant to this section is made as liquidated damages and not as a penalty, because it would be difficult if not impossible to ascertain damages. In the event that VCI has to take legal action to enforce the provisions of this section, the prevailing party shall be entitled to its reasonable expenses, including attorney's fees, regardless of whether in house or outside counsel is employed. If in house counsel is employed, billing shall be at the rate of $300 per hour and billed in six minute increments. VCI reserves the right to block service for activations from IP addresses outside of the territorial United States. VCI governs all the plans (Residential and Business) by a fair usage policy.
C. Payment. Upon subscription to the Services, Customer must provide VCI with a valid credit card number from a credit issuer that is accepted by VCI. Customer authorizes VCI to charge the credit card number provided by Customer ("Credit Card") for all charges arising from Customer's use of the Services. Customer agrees to notify VCI of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. VCI shall not be responsible for any charges made by the Credit Card issuer to Customer's Credit Card account for exceeding a credit limit, insufficient funds or other reasons. With respect to Equipment, Customer's credit card will be charged when the Equipment is shipped, but may be pre-authorized prior to shipment. Estimated ship dates are approximate and are not guaranteed. Customer may cancel any order due to shipping delays without charge. All billings and payments are in United States Dollars (USD).
D. Credit Terms. All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by VCI. Customer will provide such credit information or assurance as is requested by VCI at any time. VCI, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.
E. Billing. VCI will provide Customer with a monthly on-line billing statement for the Services and bill all charges invoiced to Customer'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. VCI reserves the right to charge the Credit Card for charges due if at any time Customer's cumulative charges for the current month exceed fifty dollars ($50.00). Billing for monthly service fees commences upon purchase of the Services on the web site, 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. Activation for Retail customers occurs after Customer activates the services on the VCI web site.
F. Communication with Customer. Company will use the email address of Customer for notification of billing actions, service requests, support, and relationship messages. Customer is responsible for ensuring the email address with Company is available for receipt of electronic messages. Relationship messages (such as newsletters) will be sent either to the email address or physical address of Customer. Customer can request to "opt out" of relationship messages.
G. 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, VCI 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 VCI. If charges cannot be processed to the Credit Card, Customer will be charged a fee of $100.00. The fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.
H. 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 or surcharges. All such taxes or surcharges shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides VCI with an appropriate exemption certificate. If any amounts paid for the Services are refunded by VCI, applicable taxes may not be refundable.
I. Regulatory Recovery Fee. A Regulatory Recovery Fee of $2.99 plus applicable taxes will be charged monthly to offset costs incurred by VCI 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 Regulatory Recovery Fee will apply to every phone number assigned, including toll free and virtual numbers.
J. Universal Service Fee (USF): Telecommunications Act, 1996 mandates Federal Communications Commission (FCC) to collect the USF from VCI, a telecommunications service provider. This fee applies to all telephone calls - within the state, from one state to another and international for all 50 US states and other territories. This fee may change from time to time (generally once per quarter).
VCI offers a fourteen (14) day trial period ("Trial Period") to new Customers for their
first VCI account. The Trial Period commences upon the purchase of Services by
Customer on the VCI web site. If Customer is not satisfied with the Services during the
Trial Period, Customer 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, Customer must: a) Notify VCI
within fourteen (14) days of purchase of the Services on the web site and obtain a return
material authorization number from VCI for the Equipment and b) Return the Equipment
to VCI within seven (7) days of cancellation of the Services in its original, unaltered
condition with all packaging intact. If the equipment is not returned in its original,
unaltered condition with all packaging intact within seven (7) days of cancellation of
service VCI holds the rights to: a) deny the refund for the equipment cost and b) Charge
the Customer an amount equal to the instant rebate given for any equipment during sign
up. Retail customers will be required to return equipment within the first fourteen (14)
days (or such shorter period as set forth in the Retail outlet's return policy) to the place of
purchase to receive any refund.
All return equipment must be shipped to the following address:
UNOVON Returns Dept.
39270 Paseo Padre Parkway, #514
Fremont, CA 94538
L. Rate Changes. VCI may change the prices for the Services and toll charges from time to time. VCI may change prices, plans, taxes or fees without any advance notice. In the event of a change in prices or toll charges, VCI will post such changed rates to the web site currently located at http://www.unovon.com/index.php/home/rates. 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.
M. Credits. Customer acknowledges and agrees that the Services are provided "as is, where is." Credit allowances for interruption of the Services shall not be provided.
N. Discounts. From time to time at its sole discretion, VCI may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be entered by Customer upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.
O. Billing Disputes. Customer must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by VCI or Customer waives any objection and further recourse. Written statements disputing charges must be sent to:
Voyzze Communications Inc
Attn: Billing Department
39270 Paseo Padre Parkway, #514
Fremont, CA 94538
O. Service Holding: Service holding is the VCI facility, of suspending the Customers services to a maximum of 3 months. If the Customer wishes to avail of this facility, the Customer would have to pay the Service Holding fee of $99.99 plus taxes which is refunded on revoking the Service Holding. This facility can be availed at any time, with the minimum Service holding duration of 1 month.
Any telephone number provided by VCI ("Number") to the Customer shall be leased and not
sold. Customer is not to use the Number with any other device other than the Equipment without
the express written permission of VCI. VCI reserves the right to change, cancel or move the
Number at its sole discretion. Upon expiration, cancellation or termination of the Services,
Customer shall relinquish and discontinue use of any Numbers, voice mail access numbers
and/or web portals assigned to Customer by VCI or its vendors.
VCI allows Customer to port an existing number during signup. Following sign up, VCI will verify the number is eligible to be ported to your VCI account (some restrictions apply, not all numbers can be ported). Depending on your current provider, the process can take from 14 up to 35 days to complete. There is a one-time porting fee of $29.99 plus applicable taxes. Customer may use a temporary number until the number is ported.
Customer shall not modify the Equipment in any way without the express written permission of VCI. Customer shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, Customer 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. Customer shall immediately notify VCI of any lost or stolen Equipment and shall cooperate with VCI in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At VCI's sole option, failure to report lost or stolen equipment in a timely manner will cause Customer to be responsible for all service fees accrued until the time that VCI is informed of the loss or theft and can effect a termination of the Services.
A. Unlawful. Customer shall use the Service and the Equipment only for lawful purposes. VCI reserves the right to immediately terminate Customer's Service if, in VCI's sole and absolute discretion, VCI determines that you have used the Service or the Device for an unlawful purpose. In the event of such termination, Customer will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of the Service. If VCI believes that Customer has used the Service or the Equipment for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. Customer hereby consents to forwarding of any such communications and information to these authorities. In addition, VCI will provide information in response to law enforcement requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer or others.
B. Inappropriate Conduct. Customer shall not use the Service or the Device in any way that is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior. VCI reserves the right to immediately terminate Customer's Service if, in VCI's sole and absolute discretion, VCI determines that Customer has used the Service or the Equipment in any of the aforementioned ways. In the event of such termination, Customer will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of the Services. If VCI believe that Customer has used the Service or the Equipment in any of the aforementioned ways, VCI may forward the relevant communication and other information, including Customer's identity, to the appropriate authorities for investigation and prosecution. Customer hereby consents to our forwarding of any such communications and information to these authorities. In addition, VCI will provide information in response to law enforcement requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer or others.
Notice will be considered received by Customers and changes to these terms and conditions or to pricing will become binding on Customers, on the date the changes are posted to the Web Site ("Change Date"), and no additional notice will be required. If Customer does not send VCI notification of its desire to terminate this agreement or uses the Service within fifteen (15) days after the Change Date, Customer is deemed to have accepted and consented to the change of terms and conditions of the Service. If Customer does not consent to the change of service and terminates this Agreement, Customer will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee; provided, however, that early termination liability charges will not apply. Customer 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.
VCI utilizes the public Internet and third party networks to provide fax, voice and video communication services. Accordingly, VCI cannot guarantee the security of fax, voice and video communications of Customer. VCI is committed to respecting an Customer's privacy. Once Customer chooses to provide personal information, it will only be used in the context of the Customer's relationship with VCI. In instances where VCI and an affiliate jointly promote the Services, VCI may provide the affiliate certain personal information, as a result of the joint promotion. In this instance, the information may not be used by the affiliate for any other purpose. VCI will not sell, rent, or lease Customer's personally identifiable information to others. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, VCI may disclose personally identifiable information.
VCI provides technical support to Customers via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied.
A. No Warranties. VCI makes no warranties of any kind, express or implied. Customer assumes all risk and liability resulting from the use or functionality of the Services or Equipment, whether used solely or in combination with other goods and/or services. VCI shall have no liability to Customer for any acts or omissions of VCI under this Agreement or otherwise.
B. No Liability. VCI neither assumes nor authorizes any person to assume any other liability in connection with this Agreement. For the avoidance of doubt, VCI will not be held liable in any capacity for any service failures including any acts of omissions related to 911 dialing. In the event that bodily or property damage or death occur as a result of a failed attempt to access 911 service, VCI will not be held responsible and will have no liability. VCI 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 VCI as may occur in spite of VCI's best efforts.
C. Indemnity. Customer agrees to defend, indemnify and hold VCI, its affiliates and its vendors harmless from any third party claims or damages relating to Customer's acts or omissions under this Agreement. In no event shall VCI 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 VCI or its vendors or otherwise.
D. Use of Service and Equipment outside the United States VCI allows use of the Service inside or outside of the United States. However, if Customer uses the Service outside the United States Customer does so at its own risk. If Customer removes the Device to a country outside the United States and/or uses or attempts to use it there, Customer does so at its own risk, including but not limited to the risk that such activity violates the laws of the country where Customer does so, and/or violates the export laws of the United States and/or the import laws of that other country. VCI assumes no liability for Customer's failure to comply with the laws of the foreign country where Customer uses the service. VCI takes no responsibility or legal liability for Customer's failure to notify VCI of a change of address related to E911.
A. General. The parties may terminate this Agreement or any Services at any time by mutual agreement. VCI may terminate this Agreement for convenience, with or without a reason, by providing Customer with at least 30 days prior notice specifying the date of termination. In addition, either party may terminate this Agreement or any Services following the occurrence of any of the following events and written notice to the other party: (a) if the other party commits a material breach of this Agreement and such breach or default, if capable of cure, is not cured within 30 days after written notice thereof from the terminating party, or 10 days in the case of non payment; no cure period will apply where the party in breach has previously exhausted a cure period in connection with the same duty or obligation; (b) if the other party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated as bankrupt or insolvent, files a voluntary petition in bankruptcy or for a reorganization or to effect a plan or other arrangement with its creditors, files an answer to a creditor's petition or other petition against it for an adjudication in bankruptcy or thereof, or applies for or permits the appointment of a receiver, trustee or custodian for any substantial portion of its properties or assets; or (c) if an order is entered by any governmental entity approving an involuntary petition seeking reorganization of such other party, or appointing a receiver, trustee or custodian for any substantial portion of its assets or business or if for any reason either the other party voluntarily or involuntarily suspends transaction of its business or ceases to function as a going concern.
B. Early Termination Liability. If Customer terminates this Agreement or any Services for a reason not expressly permitted in this Agreement, or if VCI terminates this Agreement for cause, as described above in this Section, Customer will pay VCI, in addition to the amounts accrued and owing up to the date of termination, the remaining charges for the terminated Services for the balance of the then-current Term.
Customer agrees to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Services. Customer agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.
A. Software. Any software used by VCI to provide the Services and any software provided to Customer by VCI in conjunction with providing the Services are protected by copyright law and international treaty provisions. Customer may not copy the software or any portion of it. Customer is granted a revocable, non-exclusive, royalty-free, license and right to use such software in object code form, only during the Term and only in connection with permitted use of the Services and/or Equipment. Customer shall not take any action nor allow anyone else to take any action that will reverse compile, disassemble, or reverse engineer or otherwise attempt to derive the source code from the binary code of firmware or software provided by VCI or its licensors.
B. Intellectual Property Rights. Other than the limited use and access rights and licenses expressly set forth in this Agreement, VCI reserves all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the VCI intellectual property; (iii) the VCI marks ("Marks"); and (iv) any other technology and software that VCI provides or uses to provide the Services. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the VCI intellectual property, the Marks, or such other technology and software, except for the limited use and access rights described in this Agreement. Nothing in this Agreement shall grant you the right or license to use any of the Marks.
VCI communicates with Customers primarily via email. Notices to Customer shall be sent to the email address specified by Customer at the time of registration for the Services or as subsequently specified by Customer ("Email Address"). Customer is responsible for notifying VCI of any Email Address changes. Customer 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 Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.
A. Prefiling Notice of Claim. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, Customer hereto shall provide VCI with an opportunity to resolve the claim by sending a written description of the claim to VCI. If VCI is not able to resolve the claim within 30 days of the receipt of the notice of dispute, then Customer may initiate Arbitration as prescribed below. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services or Equipment must be filed within one (1) year after such claim or cause of action arose or be forever barred.
All claim notices should be sent to:
Voyzze Communications Inc
Attn: Director of Customer Service
39270 Paseo Padre Parkway, #514
Fremont, CA 94538
B. Binding Arbitration. The arbitration process established by this section is governed by the Federal Arbitration Act ("FAA"), 9 U.S.C.1-16. Both Customer and VCI have the right to take any dispute that qualifies to small claims court in Alexandria, Virginia, rather than arbitration. All other disputes arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory) must be resolved by final and binding arbitration. This includes any dispute based on any product, service or advertising having a connection with this Agreement and any dispute not finally resolved by a small claims court. The arbitration will be conducted by one arbitrator using the procedures described by this Section. If any portion of this Dispute Resolution Section is determined to be unenforceable, then the remainder shall be given full force and effect. The arbitration of any dispute involving $10,000 or less shall be conducted in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, which are in effect on the date a dispute is submitted to the AAA. The arbitration shall be conducted in Alexandria, Virginia and Customer hereby agrees to such venue. The AAA's Commercial Arbitration Rules and fee schedules will apply to any disputes in excess of $10,000. You have the right to be represented by counsel in arbitration. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. The arbitrator may not award punitive, exemplary or similar damages. The parties agree that an award of such damages will be void if issued. No dispute may be joined with another legal action, or in arbitration with a dispute of any other person, or resolved on a class-wide basis. The Arbitrator may not award any damages that are not expressly set forth in this agreement and, in the absence of a statute, may not award punitive damages or attorney's fees.
C. Fees and Expenses of Arbitration. Each party must pay its own expenses associated with any arbitration, including its attorneys' fees. If Customer files a request for arbitration, Customer will have to pay a filing fee in accordance with the AAA fee schedule. Under AAA rules, some costs such as the arbitrator's fees and expenses will be allocated between the parties.
A. Governing Law. This Agreement is governed by and construed under the laws of the State of Virginia and applicable federal law, without regard to its choice of law principles. This governing law provision applies no matter where you reside, or where you use or pay for the services.
B. Assignment. Customer may not assign this Agreement or any rights hereunder. VCI may assign this Agreement or any rights hereunder at any time to any party, as VCI shall determine in its sole discretion and without giving prior notice.
C. No Waiver. The failure of VCI at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by VCI.
D. Severability. If any part of this Agreement is declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non- enforceability will not invalidate or render unenforceable any other portion of this Agreement.
E. Headings. The captions and headings appearing in this Agreement are for reference only and shall not be considered in construing the same.
F. Drafting. This Agreement and its provisions shall not be construed or interpreted for or against any party hereto because that party drafted or caused its legal representative to draft any of its provisions.
G. Third Parties. Nothing in this Agreement, express or implied, is intended to confer or shall confer upon any persons other than the parties hereto any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.