HOSTED VOICE TERMS AND CONDITIONS
SCOPE OF SERVICES:
TeleCloud Voip’s Service is an enhanced voice communication service whereby the voice communication is converted to Internet Protocol (‘IP’) and carried, in part, over high-speed Internet access, also known as broadband Internet service. This service may be generically referred to as ‘voice over IP’. It is separate and distinct from standard Local, Local Toll, and Long-Distance services. ‘Service’ or ‘Services’ includes direct-dialed Voice over IP calling and certain calling and call management features or advanced features associated with the Service, including additional features or advanced features which may be offered at additional costs, and which TeleCloud Voip, in its sole discretion, may add, modify, or delete from time to time.
The VoIP Service is provided on a best effort basis, as things beyond TeleCloud Voip’s control may affect the Service, such as power outages, fluctuations in the speed and quality of the Internet, and your underlying broadband service. Other things may affect Service, such as maintenance. TeleCloud Voip will act in good faith to minimize disruptions to your use of and access to the VoIP Service. Important distinctions exist between telecommunications service and the Service offering that we provide. The Service is subject to regulatory treatment different than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.
TeleCloud Voip’s Service requires: (a) specialized customer premise equipment called a VoIP optimized router, that can be obtained through TeleCloud Voip, to connect to your broadband connection and (b) a broadband connection via DSL, cable, fiber optic, cellular or other wireless broadband with capability of at least 90 Kbps upstream and downstream speed (per hosted extension on the network) that you have a right to use at your own expense. Since voice over IP is dependent on the broadband connection, the availability of an adequate power supply and correct configuration, TeleCloud Voip 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.
By agreeing to accept equipment and service with TeleCloud, the customer confirms that the existing network infrastructure in all locations where equipment is to be placed meets the network requirements needed for the services rendered. These network requirements apply to any equipment and physical infrastructure that is required to facilitate the proper functioning of the equipment provided by TeleCloud including but not limited to the above-mentioned VoIP optimized router, broadband connection suitable for VoIP, network switches sufficient for supplying an internet connection to all provided equipment, and active Cat5 or Cat6 Network cables to all provided equipment from the active network switch. The customer understands that if any such wiring or equipment must be provided by TeleCloud, there will be additional charges related to such equipment as well as the installation of said equipment at the customer premise. These charges will be in addition to any charges that are already included in the customer’s existing purchase order if it is found that the needed equipment or wiring is needed after the initial proposal, lease or purchase order was signed and will be billed separately.
RECOMMENDED SERVICE PARAMETERS:
TeleCloud Voip’s Service will provide optimal (but not guaranteed) service quality to any number of simultaneous calls, provided each call has a minimum of 90Kbps of upstream and downstream Internet bandwidth available for the duration of each call. TeleCloud Voip does not guarantee the performance, routing, or throughput, either expressly or implied, of any data circuit(s) connectivity with regards to the Public Internet and/or Internet backbone(s). While the voice technology we provide traditionally has functioned at acceptable quality levels when utilizing Public Internet data service, it is susceptible to occasional lapses in phone sound quality and/or other service-degrading issues that are beyond TeleCloud Voip’s control.
REGISTRATION OF PHYSICAL LOCATION REQUIRED:
For each telephone or softphone device that you use for the Service, you must register with TeleCloud Voip the physical location where you will be using the Service. When you move the Device to another location, you must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address. You will register your initial location of use when you subscribe to the Service. For purposes of the 911 Dialing feature, you may register more than one location and phone number for use with the Service, however additional locations and designations may be subject to additional charges.
SERVICE OUTAGES DUE TO POWER FAILURE OR DISRUPTION:
911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing.
SERVICE OUTAGE DUE TO TERMINATION OR SUSPENSION OF YOUR TELECLOUD VOIP ACCOUNT:
Service outages due to termination of your account will prevent all Service, including 911 Dialing, from functioning.
SERVICE OUTAGES DUE TO INTERNET OUTAGE OR SUSPENSION OR TERMINATION OF BROADBAND SERVICE OR ISP SERVICE:
Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning.
SERVICE OUTAGES DUE TO ISP OR BROADBAND PROVIDER BLOCKING OF PORTS OR OTHER ACTS:
Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that TeleCloud Voip is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including 911 Dialing, which may result. In the event you lose Service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you terminate the Service in accordance with this Agreement.
OTHER SERVICE OUTAGES:
If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.
DISCLAIMER OF LIABILITY AND INDEMNIFICATION:
We do not have any control over weather or the manner in which calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither TeleCloud Voip nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless TeleCloud Voip, its officers, directors, employees, affiliates and agents, and any other service provider who furnishes services to you in connection with the VoIP Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney’s fees) by, or on behalf of, you or any third party relating to the absence, failure, or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to use 911 Dialing or access emergency service personnel.
NO TRADITIONAL 911 SERVICE:
IF TeleCloud Voip E911 SERVICE IS NOT AVAILABLE IN YOUR AREA OR ON YOUR PARTICULAR PHONE NUMBER, THEN THERE IS NO WAY FOR YOU TO REACH EMERGENCY SERVICE BY DIALING 911. You acknowledge and understand that that the Service does not include “911” emergency dialing which operates in the same manner as traditional telephone emergency dialing. In the event of an emergency, you will not be able to use the Equipment or the Service to summon assistance through the traditional 911 system. In case of emergency, you will have to use a different instrument that reaches the 911 emergency system in another way. You agree that you are responsible for informing any individual persons who may be present at the physical location where you utilize the Service, that no traditional 911 dialing is available from your TeleCloud Voip Hosted Service and the Equipment.
INCOMPATIBILITY WITH FAX, CREDIT CARD, AND SECURITY SYSTEMS:
The Service may not be fully compatible with all credit card machines, and security systems. You may be required to maintain a telephone connection in order to use some fax, credit card, or alarm monitoring functions for any security or fire alarm system installed in your business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.
CERTAIN BROADBAND AND CABLE MODEM SERVICES:
You acknowledge that there may be some broadband services with which the Service may be determined to be incompatible. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.
SERVICE TERM INFORMATION:
The initial term (“Initial Term”) of this Agreement shall be equal to the Equipment Rental or Lease Agreement term (typically 3, 4, or 5 Years) from the Service Commencement Date. Unless written notice is given by either party no sooner than ninety (90) days and at least thirty (60) days prior to the expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (“Renewal Term”). At any time during the Renewal Term, either party may terminate this Agreement by giving sixty (60) days written notice to the other party. Service terms may be extended for additional monthly increments due to specific offerings or promotional terms. Service terms are required to offset associated costs of service acquisition, and for TeleCloud Voip to maintain innovative broadband policies and service features for a sustained period. Your initial service term begins once ALL our equipment and services relating to the order has been installed, and becomes operational, referred to as your Installation or Activation Date. This Activation Date is not dependent upon the services being actively used by the customer including, but not limited to, cases in which porting of the customer’s phone numbers from their old provider has not yet taken place. Because of this potential overlap in service their will be a time period in which the customer may be responsible for paying 2 carriers, until the porting period is complete. If only partial services have been activated, but not all, the customer will be billed on a month to month basis for only those services until ALL the requested equipment and services have been activated. Any promotions related to free or deferred payments will begin on the date all services have been successfully activated.
In cases where an Equipment Rental or Lease Agreement is integrated, the Service Term begins on the commencement date of the third-party Equipment Rental or Lease Agreement. Upon completion of the third-party Equipment Rental or Lease Agreement, TeleCloud Voip will begin billing the “Full MRC” or full amount of the VoIP Package charge and the Hosted PBX Per Station Charge (rental or lease payment). The customer should work with TeleCloud Voip to either replace or purchase the equipment listed on the Equipment Rental or Lease Agreement for its then Fair Market Value. If the customer chooses to renew onto a new contract, no equipment purchase will be necessary and a new contract will replace the prior contract. TeleCloud Voip will deliver the new equipment and ensure that it is in proper working order prior to commencement of the new contract.
INSTALLATION PROCEDURE POLICY:
TeleCloud Voip is not responsible for loss of income or time due to an order not being completed within the time frame desired, service outages, missed CLEC or ILEC appointments, and/or Trouble Ticket dispatches.
TeleCloud Voip may allow customers to try our services for a pre-negotiated period of time with no contractual obligation if notice is sent within the specified timeframe. In the event the customer decides to cancel within the trial period, they will be billed for any services rendered during the trial period, including but not limited to: Installation charges, trip charges, pro-rated billing for use of services, porting fees, infrastructure upgrades, etc.
PROMOTIONS & REBATES:
Any promotions offered to the customer on the proposal are subject to credit approval. These promotions include but are not limited to payment deferrals, free months, trial periods, waived installation charges, rebates, and waived equipment charges. Customer will be notified via email or phone before installation occurs as to any outstanding charges relating to these promotions.
Rebate forms must be submitted no later than the specified period listed on the rebate form. Limit 1 per proposal regardless of how many company locations are listed. Offers Valid at TeleCloud Voip only. Offers not Valid with any other offer or rebate. Offers Void if correct proof of purchase, official forms and complete information are not included. Offers are not assignable or transferable to any other customer, contact or purchase. Rebate check expires if not cashed within 90 days of check date, after which TeleCloud Voip will have no further obligation to fulfill the rebate. TeleCloud Voip is not responsible for postage due, delayed mail, or for lost, stolen, destroyed, misdirected checks, or for any missing information provided by customer to TeleCloud Voip. Purchases cancelled after the Rebate is issued will be subject to all fees as outlined in the TERMINATION–CANCELLATION POLICY here within in addition to the return of the Rebate amount. Consumer is reponsible for any state, local or federal sales tax due and will not be reimbursed or calculated as part of rebate funds due. Fraudulent submissions could result in federal prosecution under mail fraud states. Allow 6-8 weeks for receipt of reward. For Rebate inquiries call, 1-682-804-7613.
CREDIT APPROVAL FOR LEASE APPLICATIONS:
Customers applying for term contracts understand that leases may be applied for with 3rd party leasing companies for the equipment and system being installed. An application that has been approved by a 3rd party will obligate the customer to the billing guidelines for that leasing company and will constitute a separate agreement with that company for financed equipment. TeleCloud Voip will continue to provide support for such equipment and the PBX system being financed as implied by the proposal signed by the customer, and for the specified term, if applicable.
If, however, a customer is not approved for financing with a 3rd party leasing company, TeleCloud Voip may choose to accept or deny the customer’s request for equipment and PBX system. If approved by TeleCloud Voip for an “in-house” lease, rental or other similar financing arrangement, TeleCloud Voip will hold all signers listed on the proposal and leasing documents financially responsible for the contract(s) signed. This includes, but is not limited to the Company listed as the customer in all documents as well as any person(s) signing a personal guarantee for the product(s) provided by TeleCloud VoIP to the customer.
If a customer is approved for an “in-house” lease, the customer agrees to pay the first and last month’s payment as well as any fees associated with Promotions that were not approved due to credit unworthiness as outlined in the PROMOTIONS & REBATES section of these terms. These charges will be applied on the first month’s bill.
PORTING EXISTING NUMBER:
It is the customer’s responsibility to ensure that their old phone company relinquishes their old phone number in a timely manner. Some outgoing phone companies will attempt to delay this process to discourage leaving them. TeleCloud Voip shall assist the customer during this transition but is not responsible for any of the prior carrier’s service charges should the outgoing phone company introduce a delay for any reason.
EQUIPMENT & WARRANTY DISCLAIMERS:
TeleCloud Voip Hosted PBX provides all the required equipment to facilitate your IP communication system as outlined in the service proposal and/or Equipment Rental or Lease Agreement. You agree to comply with all instructions and requirements regarding the use and/or care of our equipment, and to take reasonable measures to protect the equipment at all times. The customer will provide a secure, air-conditioned space to house the equipment and sufficient electricity (with certified earth ground) to operate the equipment. Equipment that is rented or leased to you will be covered under the original equipment manufacturers’ limited warranty which is typically 1 year from the date of installation. Also, for the life our paying customers, TeleCloud will also replace any of equipment that was sold under the terms of the agreement which does not perform as specified, at no charge to you, unless we determine, in our sole discretion, that you are directly or indirectly responsible for the equipment failure.
In the case of a change in Customer’s primary physical location where the equipment (phones, router, data switch, battery backup) is located, TeleCloud Voip requires a 30 day notice to initiate a move of service to the new location. You may elect to move the equipment yourself or use a third party to move the phones and equipment. If you hire TeleCloud Voip to move your equipment, normal hourly billing rates will apply.
LOCAL NUMBER PORTABILITY:
In the event you are not utilizing a new phone number for your TeleCloud Voip Services, but rather are transferring an existing phone number from another carrier to TeleCloud Voip, the following terms and conditions shall apply:
You hereby authorize TeleCloud Voip to process your order for TeleCloud Voip Hosted Services and to notify your local telephone company of your decision to transfer your local, local toll, and long distance services to TeleCloud Voip Hosted Services, and represent that you are authorized to take this action; and You agree that, if you do not transfer all of your numbers to TeleCloud Voip, you are responsible to cancel all non-transferred numbers with your current carrier.
You agree and acknowledge that if you set up your phone equipment prior to the date that the number transfer becomes effective (“Port Effective Date”), you may be able only to make outgoing. In this event, you should keep another phone connected to an existing phone extension at your service location to receive incoming calls until the Port Effective Date, after which you will be able to both make and receive calls using the TeleCloud Voip Hosted Services.
You agree and acknowledge that if your phone equipment is not yet activated as of the Port Effective Date, your existing phone service for the number you are transferring may be interrupted and you may have no service for that telephone number. To avoid an interruption in your phone service, you must install the TeleCloud Voip phone equipment prior to the Port Effective Date.
NUMBER TRANSFER ON SERVICE TERMINATION:
TeleCloud Voip may receive requests from other telephony providers (Requesting Party) acting as agents on your behalf to port a telephone number currently assigned to you to a third-party provider (“Port-Out”). TeleCloud Voip 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 TeleCloud Voip’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 the last date of your service period, whichever comes last.
Completing a port-out of a phone number(s) that was being serviced on the TeleCloud Voip platform does not constitute a cancelation of service nor does it negate the customer of the responsibilty to fulfill the terms of the rental or lease agreement to which they have agreed and have been bound. If a port-out occurs while the customer is still within the lease or rental period, the customer will still be fully responsible for the terms of that lease or rental even if that means incurring double charges from TeleCloud Voip and their new phone carrier.
ACCOUNT BILLING & INVOICING & PERFORMANCE MILESTONES:
TeleCloud Voip reserves the right to perform a credit check as part of the qualification process prior to order placement and to either cancel the order without liability to either party or require prepayment of certain charges based on the results of this check.
Billing will commence on your Activation Date (i.e. the day your equipment is installed and inbound call transfers are completed.) You will be financially responsible for all service time thereafter unless TeleCloud Voip is notified within a timely manner of an outstanding issue which TeleCloud Voip deems to justify service credit. All additions to your existing service package are recognized as non-refundable, regardless of usage. Service fees may include applicable state and federal taxes, and telecommunications taxes, surcharges, and fees in addition to the advertised rate.
By adding your credit card to the Proposal or Sales Order when signing up for services you agreeing to auto-pay for all existing and future charges. Bill Accounts that utilize auto payment through a credit card will have all payments charged to the credit card for TeleCloud Voip Services. Each month we will bill your card account for all charges arising during the upcoming billing cycle. Your initial use of the Service authorizes TeleCloud Voip to charge the credit card account that you provided to us when you subscribed for the Service. This will include any changed credit card account information given to us if the card expires or is replaced. This authorization will remain valid until 30 days after we receive your written notice terminating our authority to charge your credit card. We may terminate your Service at any time at our sole discretion if any charge to the credit card account that we have on file for you is declined or reversed, or in case of any other non-payment of account charges. In the event of any declined or reversed credit card payments, or in case of any other non-payment of account charges, you will remain fully liable to TeleCloud Voip for all charges accrued before termination and for all charges incurred by us owing to your non-payment. These include, but are not limited to; late fees equal to the lesser of 1.5% per month or the maximum allowed by law, collection costs, declined or reversed credit card expenses, and reasonable attorney’s fees and disbursements. This is in addition to any other remedies that may be available to us by law. Accounts not setup utilizing auto payment will be charged a flat fee of $50 per occurrence.
For every month outstanding invoices remain unpaid a $50 fee will be applied and added to monies owed.
TELECLOUD DOES NOT ACCEPT PAPER CHECKS AS A VALID FORM OF PAYMENT.
You are responsible for, and shall pay any applicable federal, state, municipal, local, or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or any Equipment. Such amounts are in addition to payment for the Service or Equipment and will be billed to your account. If you are exempt from payment of such taxes, you must provide us with an original government-issued certificate attesting to tax-exempt status. In such a case, your tax exemption will apply only from and after the date we receive the qualifying tax exempt certificate. If we honor your tax exempt certificate, you agree to defend, indemnify, and hold us harmless from and against any claims or penalties imposed against us by any taxing authorities in connection with your subscription for the Service or your use thereof. TeleCloud Voip charges for its service continuously, regardless of whether or not you are using it, because we continue to maintain your connection, provisioning, and telephone interoperability, and keep voicemail and files you have saved in your account on our servers. This is also true of accounts that are Frozen (denied access) due to non-payment.
Should you opt to terminate your TeleCloud Voip service(s), you must contact us via telephone on the effective date AND verify the termination by either emailing “email@example.com” and retaining a confirmed read receipt or by sending your request via certified mail. All disconnection requests will be processed on the date the request is received, providing TeleCloud Voip has received proper notification per the terms outlined in Termination – Cancellation Policy section. This applies to both total account and single service terminations. Broadband services are also subject to our Disconnection Policy.
LIABILITY & LIMITATIONS:
TeleCloud Voip is not liable for any costs, expenses, losses, or damages, either general, special, actual, consequential, or incidental, that you may suffer or that some other person may suffer and claim against you resulting from the following: use, misuse, or service outage; customer premise hardware; your actions or activities, whether legal or illegal; the actions or activities of any other TeleCloud Voip customer, whether legal or illegal; or any other goods or services provided by TeleCloud Voip or any of its vendors. In no event shall TeleCloud Voip be liable to you under this Agreement or in relation to any matters in any way connected with this Agreement in an amount that exceeds the service fees you have paid in the preceding year.
The technical support that TeleCloud Voip provides is limited to the connectivity itself and assistance with configuring your phones to work with our services. Support for other applications and uses is not provided or implied.
License limits to a customer’s usage and features may restrict a customer to a certain number of simultaneous calls as well as certain features related to a customer’s PBX. The features associated with a purchased license, as issued by 3CX or any other 3rd party vendor is not within the control of TeleCloud and is therefore subject to change at any time.
Call recording presents special technical challenges. Therefore, most hosted PBX providers do not offer call recording services. Call recordings may be intentionally or unintentionally deleted or permanently lost due to the failure of data storage systems or other equipment. TeleCloud Voip provides call recording capabilities on a best effort basis only, and does not make any warranty concerning the reliability, availability, or audibility of any call recording made on the TeleCloud Voip hosted PBX system. Call recording may present special legal requirements, and you acknowledge that it is your responsibility to research and comply with any Federal, State, or local laws governing the creation or usage of call recordings, call monitoring, or any other feature that may require legal or regulatory compliance. Some states require that all parties in a recorded telephone conversation are notified of the recording, and it is your responsibility to ensure that appropriate audio announcements are used whenever required to ensure legal compliance.
MUTUAL HOLD HARMLESS & INDEMNIFICATION:
Customer agrees to indemnify and mutually hold harmless and defend TeleCloud Voip and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorneys’ fees and costs, arising from or relating to the telephone system, email, network, servers, PC’s, or any acts or omissions of Customer.
We will not be in violation of this Agreement or otherwise liable for any delay, failure to perform or equipment or property damage, loss, destruction or malfunction, or any consequence thereof, caused by anything beyond our reasonable control, including, without limitation, fire; earthquake; flood; weather; acts of God; labor disputes; utility curtailments; power failures; cable cuts; failure caused by telecommunications or other Internet provider(s); Handsets or other Services Related Products (including Mobile Related Products); worms, Trojan horses, viruses, or other destructive code or software; explosions; civil disturbances; terrorism; vandalism; governmental actions; or shortages of equipment or supplies (collectively, “Events of Force Majeure”).
ARBITRATION & CHOICE OF LAW OR JURISDICTION:
Any disputes greater than $7,500 that arise between Client and Company with respect to the performance of this contract shall be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by said association under its rules and procedures in effect at the time of submission, and the parties hereby agree to share equally in the costs of said arbitration. The final arbitration decision shall be enforceable through the courts of the State of Texas. In the event that any court of competent jurisdiction holds this arbitration provision unenforceable, then this contract shall be as binding and enforceable as if this paragraph were not a part thereof. The party losing the arbitration shall reimburse the party who prevailed for all reasonable attorneys’ fees and all reasonable expenses (as determined by the arbitrator) incurred by the prevailing party in connection with the arbitration proceedings.
Company and Client both agree that they shall not, without prior written consent of the other party, willfully disclose to any third party any information that is disclosed by Client to Company, or by Company to Client, that is labeled or clearly designated by Client or Company as confidential or proprietary information. These restrictions, however, will not apply to information that has become known to the public generally through no fault or breach of Company or Client, or that Company or Client regularly gives to third parties without restriction on use or disclosure.
This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding and inure to the benefit of the heirs, successors, and assigns of the parties hereto.
Bill Accounts will be invoiced 10 days prior to the start of each regular monthly service period. Exceptions may include the initial or final invoice for a particular service. Payment is due prior to the beginning of the service period billed, as indicated by the invoice’s Due Date. All payments will be applied to the oldest unpaid invoice in relation to your account’s bill cycle. For example, if your Bill Account’s Invoice Date is the 1st of the month and payment remains past due until the 15th, Accounts Receivable will apply your payment back to the previous month, forwarding your Due Date for current charges to the 1st of the following month. You will need to make another payment before the 1st to keep your account from becoming past due again. If a payment in any form is recovered or otherwise not paid by your financial institution, there will be a Returned Payment Fee.
Bill Accounts that use credit cards for payment are automatically set up for autorenewal by default, using the credit card information provided during the order process. To update your credit card information, you will need to contact TeleCloud Voip Customer Care. TeleCloud Voip will make every effort to process auto renew payments from your credit card or checking account 7 days prior to each invoice’s due date. TeleCloud Voip reserves the right to charge the credit card on file if your check payment is cancelled, fails to process through the Automated Clearing House (ACH), or if your account, regardless of the auto renew status, remains past due.
TeleCloud Voip reserves the right to terminate Bill Accounts that remain past due at its final discretion. Upon termination, services on the account will be discontinued and all files will be removed from our servers without further notice. Any applicable Termination or Cancellation Fees will be applied and due at that time.
If you wish to reinstate service with TeleCloud Voip, you will be required to pay all outstanding charges from the inception of your service continuously to the current month, which is always paid in advance, in addition to possible reactivation fees. If your account is permanently deleted, your username and telephone extension number(s) may be reassigned. If you wish to reinstate your account, you will be subject to any and all installation and setup charges in effect at the time of order placement, as well as any pertinent outstanding charges from your former account.
Termination policy is effective only if the customer chooses to purchase the equipment. It is the responsibility of the account holder to notify TeleCloud Voip of cancellation via certified mail or via email sent with a verified confirmed read receipt. TeleCloud Voip reserves the right to accept request for termination via email or phone call but this type of request will not be deemed official until TeleCloud Voip acknowledges the termination request via a confirmation letter or email to be sent to the customer. Returning hardware, completion of service term, transferring numbers, or cessation of payment does not constitute notification of cancellation. For Customers who cancel service within an active service term, the following charges will apply:
1) Cancellations within 72 hours of order placement will not be subject to penalty. Order placement is defined as the date the proposal/equipment order or purchase order is signed by the customer.
2) Cancellations Requested before the installation or activation date, whichever occurs first, and after 72 hours from the initial order placement will be subject to a Processing Fee of $1,000. In addition, the customer will be responsible for shipping costs related to shipping unused equipment back to a TeleCloud Voip distribution office and will also be responsible for restocking fees of $50 per piece of equipment shipped back. There are no associated penalties for orders canceled by TeleCloud Voip or its vendors due to technical limitations.
3) If termination occurs within the Term of this Agreement, customer shall be liable for:
(a) all outstanding nonrecurring fees plus
(b) all outstanding recurring fees plus
(c) 100% of the Monthly Fees for each month, if any, remaining in the Term plus
(d) If agreement has been signed under Fair Market Value lease terms, equipment must either be returned to TeleCloud Voip or the customer will be responsible for paying the value of the equipment under the terms of the Lease.
All equipment provided as part of TeleCloud Voip Hosted PBX Services, which are due to be returned per the outlined terms above must be returned within thirty (30) days of termination and in good working order. Customer shall be liable for all missing or damaged equipment.
TeleCloud Voip reserves the right to terminate or suspend the customer’s services if they are more than 24 hours late in making their payment on their monthly billing. Any grace period extended to the customer in relation to maintaining active services if the customer is more than 24 hours late in making their monthly billing payment is subject to the discretion of TeleCloud Voip and is not guaranteed. If services are suspended or terminated due to non-payment, customer will be responsible for a reactivation fee of $150 in addition to charges associated with bringing their account current by paying all outstanding balances owed to TeleCloud or any 3rd party finance or leasing company which may be due. Customer will also be required to enroll in auto-pay via credit card or ACH in order to have their services reinstated.
If services are suspended due to non-payment, TeleCloud Voip reserves the right to reject the port-out of any toll numbers, toll-free numbers, fax numbers, and/or wireless numbers associated with the TeleCloud Voip account until the account becomes current by the customer paying all associated charges related to past due balances, reactivation charges, AND by fulfilling the remainder of the contract in by paying 100% of the monthly fees for each month remaining in the term of the agreement.
All customers terminated for any reason are liable for any and all outstanding funds due to TeleCloud Voip at the time of service termination, including but not limited to rendered service, hardware, and installation fees.
Phone numbers assigned to a customer account that are active as part of the TeleCloud Network will not be released to be ported to another carrier until all outstanding fees have been paid in relation a cancellation, including, but not limited to, cancellation fees, equipment fees, restocking fees, early termination fees. At the sole discretion of TeleCloud, these numbers may be rendered inactive if associated monthly fees or cancellation fees are not paid in full.
TeleCloud Voip is committed to providing quality Hosted PBX Services. However, TeleCloud Voip is not ultimately responsible for the quality of your personal computer or any modifications you make to any equipment we supply. We are committed to solving your problems, but we are not responsible for failings in individual Operating Systems and custom configuration of Operating Systems, Operating System components, software, network hardware, or inside wiring. It is the customer’s responsibility to install and maintain inside wiring for the equipment provided by TeleCloud.
If you need the convenience and reliability of a standard fax machine, we recommend upgrading to our sFax service which provides a specialized fax adapter for use with your fax machine.
Fair Use Policy:
Customers that send a significant amount of faxes may be subject to additional charges related to extended usage according to our fair use policy.
The use of predictive dialers and robo dialers or any other such related mechanism as may be used within a call center is strictly prohibited on the TeleCloud Voip System and is not supported or endorsed by us or our vendors and is not included in the unlimited calling policy of our services. If such dialers are discovered as being used by the customer, the customer’s service will immediately be terminates and the customer will be liable for all termination charges associated with the termination of the account in accordance with our Termination-Cancellation Policy.
BROADBAND INTERNET TERMS AND CONDITIONS
A. The following Terms and Conditions are incorporated into the signed Service Agreement between you (“You” or “Customer”) and Priority Communication Services, Inc. DBA Telecloud (“TELECLOUD”) that refers to these Terms and Conditions. These Terms and Conditions with the signed Service Agreement constitute a legal document that details your rights and obligations as a customer of TELECLOUD.
B. Please review these Terms and Conditions. By signing the one page contract referencing these terms, you agree to be bound by the Terms and Conditions set forth in this document. Moreover, these terms and conditions supersede any and all written alterations to the one page contract referencing these terms unless such suggested alterations are specifically initialed by an authorized TELECLOUD representative.
A. Customer understands and agrees that TELECLOUD will contract with one or more partners to provide services to Customer. Customer’s broadband agreement is with TELECLOUD, and TELECLOUD has the discretion to determine the best means to obtain and/or modify the underlying service inputs to provide such broadband to customer. Moreover, TELECLOUD may assign its rights and obligations to third parties without Customer’s consent. However, TELECLOUD shall provide notice of any such assignment.
B. Operational Limits. Provisioning of service is subject to the availability and the operational limitations of the requisite equipment and associated facilities. You understand and agree that temporary interruptions of the service may occur as normal events in the provisioning of the Service and that TELECLOUD is not liable for such interruptions. You further understand and agree that TELECLOUD has no control over third party networks you may access in the course of your use of the service, and therefore, delays and disruptions of other network transmissions are, beyond the control of TELECLOUD. Moreover, Customer understands and agrees that TELECLOUD’s obligation is to use its best efforts to fulfill Customer’s service agreement. Should network or commercial limitations prevent TELECLOUD from such fulfillment, Customer does not have any claim for damages, whether actual, consequential, reliance or otherwise, against TELECLOUD.
C. Installation Limits and the MPOE. Installation of a circuit is guaranteed only to the MPOE (Minimum Point of Entry) as determined by the local Telephone Company or ILEC (Incumbent Local Exchange Carrier). Customer understands and agrees that Priority Communication Services, Inc. DBA Telecloud has no control over the designation of the MPOE and agrees to assume additional costs for Demarc Extensions unless specifically outlined otherwise in the contract for services.
D. Customer agrees to provide TELECLOUD and its subcontractor’s reasonable access to its premises in order to install, maintain and repair broadband to Customer. Customer will be responsible for payment of service charges for visits by TELECLOUD or its subcontractors to Customer’s premises when a service request results from causes not attributable to TELECLOUD or its subcontractors.
E. TELECLOUD may charge customers an average rate for taxes and fees based on TELECLOUD payment of taxes and fees on average across its network either directly to state, federal or local authorities or through wholesale service agreements via its carriers.
F. TELECLOUD will charge customers a Regulatory Recovery Fee which is a fee authorized by the FCC to be charged to cover a carrier’s costs to comply with regulatory requirements for licensing, reporting, and filing with the necessary government agencies. The Regulatory Recovery Fee will be set at the beginning of each year by TELECLOUD. Customer agrees to TELECLOUD’s calculation of the regulatory recovery fee in using TELECLOUD’s services.
Renewal / Termination:
1.0 This agreement shall be for the term of one year, unless a different term is indicated in a separate written document. Such term shall begin on the date TELECLOUD activates the Service outlined in this agreement. This agreement shall, upon expiration, be renewed upon identical terms by Customer’s continued use of his account with TELECLOUD, unless written notice of cancellation is provided no later than sixty (60) calendar days prior to the expiration of this agreement. Notice of cancellation cannot be provided more than ninety (90) calendar days prior to the expiration of this agreement. Termination by the Customer shall not create the right to a refund of any fees paid or payable. Such termination shall be effective upon the end of the current billing cycle, and any applicable termination fees as outlined in this Agreement shall then be due and payable. If customer requests and TELECLOUD agrees to provide customer service on a month to month basis, customer will be required to give TELECLOUD 60 day notice to terminate service under the month to month arrangement. Requests for service on a month to month basis must be made prior to the 60 day notice necessary to cancel service prior to auto renewal. Requests for service on a month to month basis must not be made prior to the 90 day notice necessary to cancel service prior to auto renewal.
1.1 If entered into an installment payment agreement (IPA) with a 3rd Party Lender, the above language is superseded by the language in the installment agreement until the end of term of said installment agreement, at which time, 1.0 outlined above will apply accordingly.
Pre-Installation Cancellation Fee:
1.0 If Customer cancels an Order for Service prior to installation for any reason other than a failure by TELECLOUD to Provide Service, the following charges will be assessed against the Customer and payable to TELECLOUD immediately: a. For Digital Subscriber Lines (DSL) or Cable Modem service, including (but not limited to) ADSL, SDSL, IDSL, RADSL, or HDSL, a $400.00 pre-installation cancellation fee shall be assessed against the customer and payable to TELECLOUD immediately. b. For T1 (or DS1) connections, including (but not limited to) Fractional T1 and Full T1 connections, DS3, Ethernet or any other telecom service the pre-installation cancellation fee shall equal the total number of remaining months in the term of the applicable Service Order(s), multiplied by the Monthly Recurring Charges, payable to TELECLOUD immediately.
1.1 If entered into an installment payment agreement (IPA) with a 3rd Party Lender, the above language is superseded by the language in the installment agreement until the end of term of said installment agreement, at which time, 1.0 outlined above will apply accordingly.
Early Termination Fee
1.0 If service is terminated, either in whole or in part, prior to the selected term expiration, then Customer shall pay an early termination fee equal to the total number of remaining months in the term of the applicable Service Order(s), multiplied by the monthly recurring charges, to be paid by the customer at the non-promotional rate. Customer agrees that the foregoing liquidated damages are fair and reasonable and that TELECLOUD’s provisioning of the services would not be commercially viable but for these Customer commitments. Customer understands that a request to move service from the Customer’s current location to another location that TELECLOUD determines cannot be economically served by TELECLOUD shall constitute termination of service or may incur a relocation charge.
1.1 If entered into an installment payment agreement (IPA) with a 3rd Party Lender, the above language is superseded by the language in the installment agreement until the end of term of said installment agreement, at which time, 1.0 outlined above will apply accordingly.
A. Where TELECLOUD approves a customer move and such a move is provisioned, no cancellation charge will apply to a Customer’s move; however, a $300 charge for re-installation and related costs will be assessed against Customer and payable to TELECLOUD with respect to such a move. The term of the Product/Service at the new location will be for at least 12 months from the date that re-installation is completed at the new location, or the remainder of the term in the agreement, whichever is greater.
B. Orders requiring the shipment of hardware, e.g. customer premises equipment, will be subject to a $15.00 shipping and handling charge PER ITEM. Shipping and handling charges are non-refundable. If Customer refuses the charges outlined in this Agreement or back charges them by the credit card company, customer agrees to pay an additional $200.00, and authorizes TELECLOUD to assess this charge to the Customer Credit Card. Customer also agrees to pay all collection fees required to collect any overdue, refused, or back-charged fees associated with this Agreement.
C. If an installation appointment is cancelled after 12:00 noon (in the time zone of the affected circuit) on the business day preceding the scheduled installation date or if the Customer is not available at the scheduled time and date to permit installation to proceed as scheduled, a $99.00 charge will be assessed against Customer and payable to TELECLOUD.
Equipment and Software
A. TELECLOUD shall not be responsible for the installation, operation, or maintenance of customer premise equipment (CPE) or other equipment or software (including without limitation, cabling) not provided by TELECLOUD (collectively, “non-TELECLOUD equipment or software”). Customer shall be responsible for the use and compatibility of the non-TELECLOUD equipment or software. Impairment of the Customer’s use of the services due to non-TELECLOUD equipment or software shall not relieve Customer of any obligations hereunder. TELECLOUD shall not be responsible for any changes in service which may cause non-TELECLOUD equipment or software to become obsolete, require modification or alteration, or which may otherwise impact performance of equipment or software
B. Other than all software and hardware provided to you by TELECLOUD and any revised version thereof that you choose to use, you must provide all equipment, devices and software necessary to receive the Service. Due to the infinite number of possible combinations of hardware and software, you are responsible for the compatibility of your system with the Service.
In case TELECLOUD leases equipment to customer, TELECLOUD’s liability shall be strictly limited to equipment replacement in case of equipment failure. TELECLOUD offers a 72 hour replacement policy on leased equipment however it is customer’s responsibility to procure backup equipment in case of failure of leased equipment. TELECLOUD shall not incur any liability associated with any circuits connected to such equipment. There shall be no SLA credits associated with any service provided to customer due to leased equipment failure. If TELECLOUD cannot replace equipment within 72 hours, customer may receive a one month credit for the equipment lease. Customer understands and agrees that this is customer’s sole and exclusive remedy when leasing equipment from TELECLOUD.
1.0 Services are billed 30 days in advance. Any balance past-due will be billed at 15% per month finance charge or $50, whichever is greater. A minimum of $100.00 disconnect/reconnect fees will be assessed on all balances exceeding 45 days past due, plus applicable finance charges. TELECLOUD reserves the right to terminate service without warning to any customer with an outstanding balance exceeding 45 days past due. If Service is terminated for non-payment, you will be liable for the remainder of your contract immediately.
The effective start date of each service shall be the first day of the contracted service being placed into billing as determined by TELECLOUD.
1.1 Inclusion of credit card number or ACH information on this agreement hereby authorizes TELECLOUD to charge all setup, service, and monthly charges (including any renewal of this Service) to Customer’s Credit Card, without further notice to the Customer. Inclusion of Customer’s tax identification number or social security number authorizes Priority Communication Services, Inc. DBA Telecloud to access your personal credit report to make judgment on credit worthiness before services are extended.
1.2 Pricing quoted by TELECLOUD for service does not include any taxes or surcharges that may be applicable. Customer will be responsible for paying the appropriate taxes and surcharges for the services ordered.
1.3 If entered into an installment payment agreement with a 3rd Party Lender, the payment terms above are superseded by the language in the installment payment agreement until the term end of the installment payment agreement. At which time, 1.0-1.2 will apply accordingly.
Limitations of Liability
A. TELECLOUD shall not be liable to the Customer for any loss, damage, liability, claim or expense rising out of or in relation to this Agreement, the Services, or TELECLOUD’s equipment.
B. TELECLOUD does not guarantee service speeds on DSL and cable services. Any service speeds quoted in this agreement are to be interpreted as estimates only, and do not guarantee the receipt of such speeds upon service delivery. TELECLOUD currently guarantees a connection speed of 64kbps for all DSL connections, including (but not limited to) IDSL, SDSL, ADSL, RADSL, and HDSL.
C. TELECLOUD does not guarantee actual dates of installation, or dates of service delivery. Any dates quoted by a TELECLOUD representative are meant as estimates only. TELECLOUD shall not be liable for any loss, damage, claim, or expense rising out of or in relation to installation dates, times, or any other scheduling factors.
D. Customer shall have the ability to dispute invoices for service charges, equipment fees, taxes, fees or any other item for a maximum of six months from the time the customer receives the invoice from TELECLOUD. TELECLOUD shall also only be able to invoice customer for missing items for a maximum of six months.
E. For any credits associated with any outages or service issues in any given month, TELECLOUD maximum liability will be the customer’s service charges for that month and approval for such credits will dependent upon review.
Self Installation Waiver
A. Customer agrees that TELECLOUD, its officers, employees, and channel partners are authorized to order a “self-install” on the customer’s behalf whenever available, and releases them of responsibility for such tasks. “Self-Install” shall be defined as a line which may require the Customer to perform tasks including, but not limited to, inside wiring, hardware installation, and other equipment configuration as necessary. TELECLOUD or its third-party contractors, will aid in these tasks at the rate of $125.00 per hour and will also in addition incur a $75 Trip Charge.
B. In consideration of Priority Communication Services, Inc. DBA Telecloud furnishing services and/or equipment to enable the Customer to participate in the self-installation of a DSL line, the Customer agrees as follows:
C. I, on behalf of myself, my personal representatives and my heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend and indemnify and it’s owners, agents, officers and employees from any and all claims, actions or losses for bodily injury, property damage, wrongful death, loss of services or otherwise which may arise out of my attempt for self-installation, I specifically understand that I am releasing, discharging, and waiving any claims or actions that I may have presently of in the future for the negligent acts or other conduct by the owners, agents, officers or employees of TELECLOUD. I hereby acknowledge that an unsuccessful installation attempt could result in additional costs.
D. Notwithstanding this Section “Self-Installation Waiver”, if the Customer explicitly contracts for a premium installation by written agreement, a self-install will not be authorized.
Customer Premises Equipment Return Policy
A. Equipment purchased from TELECLOUD and returned within twenty (20) days from the date of purchase with the original shipping invoice are eligible for refund or exchange. No refunds or exchanges are allowed after twenty (20) days from the date of purchase. All items must be in new condition, including the original box, packaging, manuals and accessories. Products deemed defective after the 20-day period outlined above may be under Manufacturer’s warranty, consult your owner’s manual for details.
B. An open box fee equal to 20% of the purchase price will be charged on any opened item, unless the item is defective and exchanged for the exact same item (fee not applicable in Hawaii). The 20% open box fee will be assessed at the time of refund or exchange.
C. TELECLOUD will not accept the return or exchange of any item if the UPC code has been removed from the packaging.
D. Refunds on hardware will be issued in form of in-house account credit, unless otherwise requested and agreed to by TELECLOUD. Refunds on purchases made with a credit card will only be made as in-house account credit, or as a credit to the same card.
E. If entered into an installment payment agreement with a 3rd Party Lender, the return policy terms above are superceded by the language in the installment payment agreement until the term end of the said installment payment agreement. At which time, A-D will apply accordingly.
All notices given by any party or required under this agreement shall be in writing and addressed to:
Priority Communication Services, Inc. DBA Telecloud, Inc. Attn: Contract Administration, 1012 W Eldorado Pkwy #1527; Little Elm, TX 75068
Acceptable Use Policy
A. You agree that you will NOT use the Service to: 1. upload, post, email, transmit or otherwise make available any Content (as defined below) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; 2. Harm minors in any way; 3. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; 4. Upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 5. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; 6. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose; 7. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 8. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; 9. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; 10. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; 11. “Stalk” or otherwise harass another; or 12. Collect or store personal data about other users.
B. You understand and agree that any attempt to break security, or to access an account which does not belong to you, will be considered a material breach of these Terms and Conditions, and such breach may result in suspension or termination of the Service, and possibly referral to law enforcement authorities. Unauthorized access to the Service, to restricted portions of the Service, or to the telecommunications or computer facilities used to deliver the Service, is a breach of these Terms and Conditions whether or not such activities are a violation of law. Further, you are required to take adequate security measures to prohibit others from unauthorized access or use of the Service, and you must take prompt remedial measures upon notice of breaches, or potential breaches, of security.
C. Violations of TELECLOUD’s’ Acceptable Use Policy may also be considered a material breach of these Terms and Conditions and may also result in suspension or termination of the Service.
D. TELECLOUD reserves the right to suspend or terminate the Service to you, or to suspend or terminate any electronic mail address, IP address, Universal Resource Locator or domain name used by you, in the event it is used in a manner which (i) constitutes violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (ii) is defamatory, fraudulent, obscene or deceptive; (iii) is intended to threaten, harass or intimidate; (iv) tends to damage the name or reputation of TELECLOUD.
E. Under no circumstances will TELECLOUD be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You agree to indemnify and hold TELECLOUD and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Service Agreement, your violation of the Acceptable Use Policy, or your violation of any rights of another.
Termination For Cause
TELECLOUD may immediately terminate all or a portion of your service, or suspend any or all access to all or a portion of the service, without notice, for conduct that TELECLOUD believes is: (a) illegal, fraudulent, harassing or abusive; (b) a violation of these Terms and Conditions, any policies or guidelines posted by TELECLOUD on the service; or (c) harmful to other users, third parties, the service, or the business interests of TELECLOUD. If TELECLOUD has terminated a portion, but not all, of your access to the service for the foregoing reasons, you will nevertheless be responsible for the all charges for the service.
Use of a service for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to the Customer. If you file a claim against TELECLOUD, or a claim that in any way involves TELECLOUD, then TELECLOUD may terminate your service. Upon termination of your service, TELECLOUD will have no obligation to notify any third parties nor will TELECLOUD be responsible for any damages that may result or arise out of termination of your service. Termination or suspension by TELECLOUD of service to a Customer also constitutes termination or suspension (as applicable) of that Customer’s license to use the Software.
Modifications To Service
A. TELECLOUD reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Service (or any function or feature of the Service or any part thereof) with or without notice. You agree that TELECLOUD will not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service. You agree that TELECLOUD and/or its affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.
B. TELECLOUD may be required to modify its pricing for service provided to you in case of carrier price increases, regulatory price increases or general price increases. In case of a price increase to customer, TELECLOUD shall provide customer with a minimum of 30 day notice. Customer may terminate service with no liability in case of such price increase by TELECLOUD. However, no changes may be made to any Installment payment agreement without consent from customer and/or TELECLOUD and/or its affiliates.
A. If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this agreement will remain in full force and effect, unless outlined in the installment payment agreement with a 3rd Party Lender, in which those terms apply until end of installment agreement.
B. The Customer may not sell, transfer, or assign this agreement without the prior written consent of TELECLOUD, unless outlined in the installment payment agreement with a 3rd Party Lender, in which those terms apply until the end of installment agreement.
C. Any alterations made to this Agreement by the Customer are null and void without the signature of an authorized TELECLOUD employee. Furthermore, the signed contract will remain in force (less the Customer alterations) according to the terms of this agreement.
D. Customer agrees that by signing an agreement referencing these terms, customer is bound to all terms and conditions as outlined in this agreement. e. The section titles and paragraph headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.
E. This document and the Service Order constitute the entire agreement between Customer and TELECLOUD. No verbal agreements will override these documents. Addendums to the MSA must be specifically signed by an authorized representative of TELECLOUD.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: a. YOUR USE OF THE SERVICE AND/OR SOFTWARE IS AT YOUR SOLE RISK. THE SERVICE AND/OR SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TELECLOUD EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b. TELECLOUD MAKES NO WARRANTY THAT
(i) THE SERVICE AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL AND/OR SOFTWARE BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE (FOR EXAMPLE, BUT WITHOUT LIMITATION, TELECLOUD DOES NOT WARRANT THAT YOU WILL ALWAYS RECEIVE EMAILS ADDRESSED TO YOU), (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND/OR SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE AND/OR SOFTWARE WILL MEET YOUR EXPECTATIONS, AND ANY ERRORS IN THE SERVICE AND/OR SOFTWARE WILL BE CORRECTED. c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE/AND OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TELECLOUD OR THROUGH OR FROM THE SERVICE AND/OR SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
Limitation Of Liability
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TELECLOUD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TELECLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE AND/OR SOFTWARE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE AND/OR SOFTWARE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE AND/ OR SOFTWARE;
(e) FAILURE TO ENSURE THE COMPATIBILITY OF YOUR SYSTEM (I.E., THE EQUIPMENT, DEVICES, AND SOFTWARE THAT YOU PROVIDE TO RECEIVE THE SERVICE) WITH THE SERVICE AND/OR SOFTWARE, OR (f) ANY OTHER MATTER RELATING TO THE SERVICE AND/OR SOFTWARE. b. YOUR SOLE REMEDY AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH TELECLOUD IN CONNECTION WITH THE SERVICE AND/OR SOFTWARE IS THE CANCELLATION OF YOUR SERVICE AS PROVIDED IN THESE TERMS AND CONDITIONS.
EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 18 AND 19 MAY NOT APPLY TO YOU
The Terms and Conditions referenced herein combined with your signed agreement referencing these term and conditions Terms and Conditions, policies and, constitute the entire agreement between TELECLOUD and you. These Terms and Conditions govern your use of the Service, superseding any prior agreements between you and TELECLOUD with respect to the subject matter of these Terms and Conditions. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. These Terms and Conditions and the relationship between you and TELECLOUD will be governed by the laws of the State of Texas without regard to its conflict of law provisions. You and TELECLOUD agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Collin, Texas. The failure of TELECLOUD to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.