MASTER SERVICE AGREEMENT
This Agreement (“MSA”) is made by and between Omega Technology Solutions LLC, DBA VoiceLogix and its affiliates (“VoiceLogix”), a provider of telecommunications and related services (“Services”) located at 333 17th Street STE 2S, Vero Beach FL 32962, a State of Florida Corporation, and the legal entity you represent listed in the executed Proposal/Quote and identified here as the (“Customer”). This Subscriber Service Agreement MSA governs your use of Applications and/or Services provided by VoiceLogix, including but not limited to VoiceLogix Automatic Voicemail Transcription, VoiceLogix Essentials, VoiceLogix Standard, VoiceLogix Enterprise, VoiceLogix Receptionist Console, VoiceLogix SalesforceTM Integration, VoiceLogix OutlookTM TAPI Dialer, VoiceLogix Enterprise, VoiceLogix Auto Attendant, VoiceLogix Voicemail, VoiceLogix Call Recording, VoiceLogix Google Integration, VoiceLogix Intelligent IVR Port, VoiceLogix Connect Web, VoiceLogix Salesforce DC Integration, VoiceLogix Toll Free Number, VoiceLogix Virtual Extension, VoiceLogix Voice Agent, VoiceLogix Voice Supervisor, VoiceLogix Connect Mobile Applications, VoiceLogix Fax, Conference Bridge, as well as other Applications and/or Services provided by VoiceLogix as they become available.
1. TERM OF AGREEMENT
- Term: The term of this MSA is for the period as defined in the executed Agreement to Subscribe to Hosted Voice over IP (VoIP) Telephone System (“Proposal”) and starts from the date of installation, commissioning or renewal of the The MSA and the executed Proposal together shall be known as the “Agreement”. You agree to maintain your Services through the term of the Agreement (the “Term”) until either terminated pursuant to the provisions below or replaced with a new agreement.
- Termination: You will provide at least 30 days’ written notice before the expiration of the initial Term as to your intention to renew or terminate your service. Customer must submit a disconnection request to billing@VoiceLogix.com. With proper notice, you may: a) enter into a new Agreement effective on the first day after the expiration of the existing agreement; or b) cancel the existing agreement upon its expiration date and terminate all your Services. If you fail to notify us, this Agreement will automatically renew at the same initial rates and for the same length of term as this Agreement. In the event a Customer provides written notice of its intent not to renew but does not terminate Services hereunder, VoiceLogix shall have the option of continuing to provide such Services on a month to month basis, priced at VoiceLogix’s then current monthly rates.
2. GRANT OF LICENSE
- Subject to the terms and conditions of this Agreement, VoiceLogix grants to Customer, a limited, personal, non-exclusive, non-transferable, non-assignable, non-resalable, revocable subscription to licenses for the exclusive operation of Customer’s day-to-day telecommunications operation for the Term of the
- You agree not to undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Applications or Services, or any parts You agree not to intercept, capture, emulate, decrypt, or redirect the communications protocols used by VoiceLogix for any purpose, including without limitation causing the Applications to connect to any computer server or other device not authorized by VoiceLogix or in a manner not authorized by VoiceLogix.
3. SERVICE ENROLLMENT REQUIREMENTS
- Upon signing up for the Services and at subsequent times as requested by VoiceLogix, Customer agrees to provide to VoiceLogix Customer’s true, accurate, current, and complete business name, administrator name, authorized agent(s), billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer Customer’s VoiceLogix account (“Account”) (collectively, “Enrollment Data”). Customer represents and warrants that the information you provide is accurate, current, and complete, and agrees to promptly update any of the information if it changes. If Customer provides Enrollment Data that is, or that VoiceLogix suspects to be false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, VoiceLogix has the right, in its sole discretion, to suspend or terminate the Services and refuse any and all current or future use of all Services to Customer, Customer’s business(es), affiliates and all users of Customer Account. At all times, Customer shall maintain and promptly update Enrollment
- Upon completion of all Enrollment Data and acceptance of this Agreement, VoiceLogix will provide the Customer with, as applicable, a password(s), user ID(s), PIN(s), telephone number(s), and other account information. Customer will be required to provide a security question and answer that will be used to verify ownership or affiliation with the You are solely responsible for maintaining the confidentiality of all passwords, PINs, and security questions and answers associated with the Account at all times, Customer will be solely responsible for all transactions and activities that occur as a result of the disclosure (whether authorized or unauthorized) of any password(s), PIN(s), and/or security questions(s) and answer(s) associated with the Account, even if such transactions and/or activities were not authorized by the Customer. Customer is solely liable for any transactions or activities by Customer or anyone else that occur on Customer’s Account. Customer shall immediately notify VoiceLogix of any unauthorized use of Customer’s Account or if any other breach of security has occurred. In no event, shall VoiceLogix be liable for any unauthorized use of Customer’s Account.
4. ACCOUNT OWNER
The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with VoiceLogix. Any changes to ownership must be supported by appropriate legal documentation, and the Agreement is not assignable by Customer absent express written authorization by VoiceLogix. If VoiceLogix is unable to determine the valid owner of the Account, VoiceLogix reserves the right to suspend or terminate the Account and Services.
5. CUSTOMER REPRESENTATION
Customer represents and warrants that Customer possesses the legal right, capacity, and ability to enter into this Agreement. Customer agrees to be financially responsible for use of the Services, including the authorized or unauthorized use of Customer Account. Customer represents and warrants that Customer will not use the Services in environments requiring fail- safe performance or in which the failure of the Services could lead directly to death, personal injury, or severe physical or environment damages.
6. USE POLICY
- Customer shall not use the Services for any illegal, fraudulent, improper, or abusive purpose, such as but not limited to, obscene, threatening, harassing, defamatory, fraudulent, malicious, or invasive of another’s privacy, creating false Caller ID identity (ID spoofing), transmitting any material that violates the foreign and domestic intellectual property rights or other rights of third parties, violating U.S. or foreign law regarding the transmission of technical data or software, using the Services in excess of VoiceLogix’s sole discretion of what would be expected in normal business use, using the Services to transmit or receive Protected Health Information (PHI) , or store PHI on a non-temporary basis.
- Customer is responsible for monitoring Customer’s call use for possible unlawful or fraudulent usage. Customer shall notify VoiceLogix immediately if Customer becomes aware or has reason to believe that its services through VoiceLogix are being stolen or fraudulently For such matters Customer must call our support line 24/7 at (310) 356-4811. Customer acknowledges and agrees that Customer’s failure to notify VoiceLogix may result in the termination of Services and additional charges to Customer. VoiceLogix shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer’s account. Customer shall be liable for all use through its subscription, including any and all stolen Services or fraudulent use Services.
7. BILLING AND PAYMENT
- Any applicable activation, usage, monthly recurring charges, installation charges and other fees are billed in Non-prepaid usage and international calling fees if any are billed in arrears. All invoices are provided electronically by email. Customer may request a paper invoice mailed to them for an additional fee. Customer shall provide us with a payment method such as a valid credit card and authorize VoiceLogix to collect from the payment method. Any authorization will remain valid until thirty (30) days after Customer terminates VoiceLogix’s authority to charge Customer’s payment method. Upon termination VoiceLogix will charge Customer any fees and any other outstanding charges and disconnect Customer’s Services. Customer agrees to notify VoiceLogix of any changes to Customer’s payment method, such as credit card account number, expiration date, or billing address changes. Customer is responsible to notify VoiceLogix for any unprocessed or misprocessed charges due to any reason. VoiceLogix will make all reasonable attempts to remedy the situation in a timely manner. Customer agrees to pay VoiceLogix interest at the lesser rate of 18% per annum or the highest rate allowed by law for any amounts unpaid as of the due date. VoiceLogix will assess an additional fee of the lesser of $50 dollars or the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.
- If Customer fails to pay any amount due within (30) days of the due date, VoiceLogix may terminate this Agreement or suspend (in whole or in part) the service in VoiceLogix’s sole discretion pursuant to a written five (5) day notice provided to the Termination for non-payment shall not relieve Customer of its outstanding obligations under this Agreement, including payment during the balance of the operative term. If VoiceLogix suspends the service (in whole or in part), Customer’s Account shall not be reactivated until Customer is in compliance with this Agreement and has paid all past due amounts plus a reconnection fee of $150.00
- In the event of an uncured (or incurable) breach of this Agreement by Customer, Customer shall be in default there under and all unpaid installments and recurring charges otherwise due during the Term shall become immediately due and payable. Further, in addition to all other remedies available to VoiceLogix by law or equity or under this Agreement, and not in limitation thereof, VoiceLogix may, until said is paid in full: (a) collect interest upon the sum then owing at the maximum legal rate per annual; (b) disconnect the Services or otherwise render it inoperable; (c) cease maintaining or installing the Services; and/or (d) cease performing warranty service without extending the warranty
- Accounts past due for more than 90 days will be subject to collection by a third-party collection
- Should Customer cancel the Agreement prior to the expiration of the Initial Term, or if the Agreement is terminated as a result of a breach of the Agreement by Customer, such cancellation or termination shall be without any liability to VoiceLogix and without any, all or partial, refund of fees collected under this
8. TAXES AND REGULATORY RECOVERY FEES
- Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides VoiceLogix with an appropriate exemption certificate. If any amounts paid for the Services are refunded by VoiceLogix, applicable taxes may not be refundable.
- A regulatory recovery fee will be charged monthly to offset costs incurred by VoiceLogix in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing This fee is not a tax or charge required or assessed by any government. The regulatory recovery fee will apply to all Service.
Provided Customer is current in its monthly subscription payment, Customer shall be entitled to receive, without additional charge, all workarounds, maintenance releases and major releases with new features. Notwithstanding the foregoing, VoiceLogix may, at its sole option, identify specific new features, which it may not make available to Customer and which, in the event it does make available to Customer, it may assess commercially reasonable additional charge/s, provided, however, that any such new features offered by VoiceLogix are beyond the reasonable scope of the core feature set of VoiceLogix offering. VoiceLogix reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. EST/EDT to 4a.m. EST/EDT without prior notice to Customer or upon reasonable advance notice outside these time frames for Upgrades/Maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption. Customer acknowledges that VoiceLogix may make Upgrades based on VoiceLogix’s reasonable discretion and judgment that may permanently and materially diminish or impair certain functionality of the Services. These changes may be unavoidable or necessary to achieve new Upgrades.
- In addition to the right to terminate this Agreement by providing at least sixty (60) days’ notice prior to the end of the initial Term or a Renewal Term as detailed above in Section 2:
- Either party may terminate this Agreement if the other party is in breach of any material provision of this Agreement, and such other party fails to cure within thirty (30) days after written notice. In the event of a breach of Section 6.1, however, VoiceLogix shall have the immediate right to terminate this
- Customer may, upon written notice provided no later than five (5) days after third (3rd) or more unplanned Service Interruption during the second consecutive calendar month in which three (3) or more unplanned Service Interruptions occurred, terminate this Agreement without breach or By way of example, if there are three unplanned Services Interruptions in the month of July, and three unplanned Service Interruptions during the month of August, a notice must be sent within five (5) days of the last unplanned Service Interruption in August for the termination to be effective. However, Customer’s right to terminate for cause is limited to termination of the affected Services at the affected location only.
- Unless otherwise prohibited by law, VoiceLogix may terminate this Agreement in the event of nonpayment by Customer, and Customer fails to cure within five (5) days after written notice. This right is in addition to, and does not limit the rights provided to VoiceLogix under Sections 7.2 and 3.
- In the event this Agreement is terminated by Customer pursuant to 10.1.1 or 10.1.2, Customer agrees to pay VoiceLogix all disconnection, early cancellation or termination charges reasonably incurred by VoiceLogix on Customer’s behalf.
- In the event this Agreement is terminated by VoiceLogix pursuant to 10.1.1 or 10.1.3, or in the event this Agreement is terminated without cause by Customer prior to the end of the operative Term, or if the Agreement is terminated by VoiceLogix for Customer’s breach prior to the end of the operative Term, then Customer agrees to pay VoiceLogix the following:
- If the Equipment was purchased, any equipment charges that were waived;
- If the Equipment is rented, the remaining rental payments that would otherwise come due during the Term had the Agreement not been terminated, become due;
- Any installation charges that were waived;
- All disconnection, early cancellation or termination charges reasonably incurred by VoiceLogix on Customer’s behalf;
- All Recurring charges identified on the Proposal that would have otherwise become due during the Term; and
- All Usage charges if any.
- The parties agree that Company’s damages resulting from an early termination of a Contract as described in this paragraph shall be difficult or impossible to ascertain. Therefore, the provisions provided for in this Section are intended to establish liquidated damages in the event of a Contract early termination and are not intended as a penalty. All applicable amounts indicated, all taxes and regulatory fees associated with Services collectively will be known as the “Early Termination Fees”. Early Termination Fees shall be due and payable within thirty (30) days of the Termination Notice Date or on or before Termination date. Early termination provisions do not apply to Equipment leases that may carry their own early termination
- Customer understands and agrees that VoiceLogix may at any time, and without additional notice to the Customer, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services if VoiceLogix determines that Customer has materially breached this Agreement, have used a fraudulent credit card to pay for Service charges on Customer’s Account, has verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives, Customer has failed to respond to VoiceLogix’s calls or email attempts to contact Customer about his/her Account, Customer did not or will not reasonably comply or cooperate with any applicable law or regulations, VoiceLogix is ordered by law enforcement or other government agencies to suspend or terminate Service to Customer’s Account, Customer brings any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against VoiceLogix, or participate in any class action lawsuit against VoiceLogix, Customer makes any disparaging statement (whether written, oral, electronic, or otherwise) against VoiceLogix, its Services, or its employees, contractors, agents, investors, affiliates, or other representatives, VoiceLogix determines that such action is necessary to protect, maintain, or improve the Services; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect VoiceLogix, its customers, or other third parties affiliated with VoiceLogix; or for any other good
- Additionally, if customer uses the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services, such as Excessive Calls where Customer resells any Services or uses the Services to aggregate other persons’ traffic, or Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider, or when ten percent (10%) or more of Customer’s calls are Short Duration Calls that are six (6) seconds or less, and/or when more than forty (40%) percent of call attempts are Uncompleted Calls, per site or all sites, VoiceLogix may charge additional long-distance charges for such traffic and any additional charges necessary to recoup it administrative costs and any charges from other carriers, and charge an additional price per minute in accordance with the schedule attached as Addendum 1, in VoiceLogix’s discretion for each call that violates this provision, restrict or cancel use or convert customer to another plan, require customer to pay for the excessive use immediately and make a deposit, and/or void any applicable price
- If Customer terminates this Agreement after the Signed date but prior to the installation of Service(s), Customer will pay VoiceLogix as Pre-Installation Cancellation Charge (“Cancellation Charge”) equal to three (3) months of MRCs except that if VoiceLogix’s costs to other providers are greater than this amount, Customer shall also reimburse VoiceLogix for such costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by VoiceLogix to prepare for
- Upon any termination or suspension of Customer’s Account, VoiceLogix may immediately deactivate or delete Customer’s Account and all related information and files in Customer’s Account and/or restrict any further access to such files, information, or the Applications or
- VoiceLogix shall not be liable to the Customer or any third party for any reason for terminating or suspending Customer’s use or access to the Applications or
- If Customer or VoiceLogix terminate or VoiceLogix suspends Customer’s right to use the Services, Customer shall not be entitled to any refund or proration of any pre-paid amounts, Credits, or other amounts paid to VoiceLogix prior to the termination or suspension
- Within fifteen (15) days after the conclusion of the Term of this Agreement, or upon cancellation or termination of the same, Customer must return any rental Equipment, including but not limited to phones, accessories, routers, switches, and power supplies. Customer is responsible for all return shipping charges to
- Change of termination date by Customer after the initial notice of termination date, creates additional labor and coordination which will incur additional
11. SUPPORT AND SERVICE
VoiceLogix is committed to provide high quality level of service and support for our customers. VoiceLogix goal is to have its Services available to Customers twenty-four hours a day seven days a week. VoiceLogix’s target for annual Availability of our services is 99.99% excluding Scheduled and Unscheduled Maintenance. VoiceLogix reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. EST/EDT to 4a.m. EST/EDT in the local time zone of the area being worked on, without prior notice to Customer, or upon reasonable advance notice outside these time frames for Upgrades/Maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption.
- Credit for Core Service Outage: Credit will be issued based on the table below. Customer must complete a Credit Request form for outages related to the Core Voice services provided by VoiceLogix (see Service Level Exemptions below).
- 0 minutes to 2 hours No credit
- 2 hours to 4 hours 3% credit of monthly bill
- 4 hours to 6 hours 6% credit of monthly bill
- 6 hours to 8 hours 10% credit of monthly bill
- Additional 4 hour increments 3% per increment, not to exceed monthly billing total
In order to receive the foregoing credit, the Customer must notify VoiceLogix by completing a Credit Request Form of its claim for a credit within thirty (30) days of the Outage for which a credit is claimed.
- Service Call Procedure: The Customer shall contact VoiceLogix Customer Care Center (“CCC”) to report all service problems. The telephone number for contacting the CCC is 844-5293007. The Customer must have the following information:
- Customer name and the site affected
- A call back number
- A description of the problems encountered
During the Service Call, VoiceLogix will open a ticket indicating the exact time the Service Call was received, the name of the person placing the call, and the details of the Service Call. A reference number (ticket) will be supplied to the Customer during the call. If a reference number cannot be supplied during the call, one will be supplied as soon as practical.
- Service Level Exemptions: Degradation in the performance of the Services and unavailable time shall not be included for the purposes of determining whether the Services meet the Minimum Service level, or for calculating measured unavailable time if such degradation or unavailable time arises from: (i) Scheduled Maintenance or other service interruptions agreed to by the Customer for the purpose of allowing VoiceLogix to upgrade, change, implement an order, maintain, or repair the Service; (ii) directly or indirectly as the result of the acts or omissions of the Customer, any person for whom the Customer is legally responsible, or any person using the Services; (iii) failure of CPE equipment, or Customer’s internal networking infrastructure, or systems not provided, or under the control or direction of VoiceLogix including equipment or systems VoiceLogix may obtain or contract for at the request of the Customer, or the failure of local carrier’s infrastructure i.e. Broadband Services, Point-to-Point T1/DS1, MPLS, E-Line, or any other form of transport on which VoiceLogix Services are delivered (and, in the event of a degradation in the Services below the Minimum Service level or an Outage occurring as the result of such circumstances VoiceLogix will co-ordinate with the provider to remedy such failure as quickly as possible); (iv) any failure by the Customer to afford access to any location for which the Customer is responsible, or to any facilities required by VoiceLogix for the purpose of investigating and correcting a degradation in the Services or an Outage; and (v) any event contemplated in this Agreement.
- Scheduled and Unscheduled Maintenance: Scheduled Maintenance means any maintenance activities performed by VoiceLogix on the network or switching equipment to which the Customer is connected, provided that Customer shall be given at least 48 hours advance notice of such maintenance Such activities are typically performed outside of Customer’s business operating hours and during the standard maintenance window between 00:01a.m. EST/EDT and 4:00a.m. EST/EDT. Notice of scheduled maintenance shall be given to Customer’s designated Change Management (“CM”) Single Point of Contact (“SPOC”) by a method elected by VoiceLogix (telephone, e-mail, fax or pager). The Customer may change its CM SPOC upon reasonable advance written notice to VoiceLogix. Unscheduled maintenance means any maintenance activities performed on the VoiceLogix network to which Customer’s facilities are connected as a result of a Threat or an Emergency. A Threat is defined as a situation or condition that would not normally cause an outage to a customer but introduces a very low risk to services or may lead to a brief service interruption. Examples include optical cable splicing, contractor working near fiber cables and digging within ten feet of fiber cable. In the case of a Threat VoiceLogix will strive to provide customers with three business days’ advance notice. In the event of an Emergency (defined as unplanned critical repairs, acts of vandalism and/or nature that has caused or could cause a degradation or interruption of service) VoiceLogix will make best efforts to provide customers with short-term notice and an estimated time to repair.
- Exceptions: Customer shall not receive any credits under this Agreement with any failure or deficiency caused by or associated with circumstances beyond VoiceLogix’s reasonable control, including, without limitation, acts of any government body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, earthquake, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or other services provided by third party services, virus attacks, or hackers, or power used for this
- Application of Credits: Credits shall be applied in respect of the next billing period and shall be based on the monthly rates in effect at that Calculation of all credits shall be based on the call log and other records maintained by VoiceLogix. In no event shall any credit be awarded in excess of the monthly rates for the affected Service in effect at the time the credit is applied. If credits remain payable following the termination of Agreement, the Customer shall be entitled to receive a rebate equal to the amount of such credits.
Equipment detailed on the Proposal, shall be either Purchased or Rented from VoiceLogix.
- Purchase: Where the Service Order provides for the Equipment to be purchased by Customer, title and risk of loss to the Equipment will pass to Customer upon shipment. However, in the event Customer has elected to finance such purchase, title shall pass to such third party financer upon payment in full for the Equipment, unless the parties agree otherwise.
- Rental: Where the Service Order provides for Equipment to be rented by Customer as part of the Monthly Recurring Fee, title shall remain with VoiceLogix. VoiceLogix may, and reserves the right to, record a UCC Financing Statement for informational/precautionary purposes. Any direct physical loss or damage to the Equipment shall remain with Customer, in no event shall VoiceLogix be liable for interruption of Customer’s business, loss or damage to Customer’s property, or any other loss, including but not limited to injury to any of Customer’s employees, agents, or any other person on Customer’s premises, or damage to the Further, VoiceLogix shall not be responsible for any loss resulting from: (x) unauthorized tampering or interference with the Equipment by Customer or its agents; (y) neglect or abandonment of all or part of the Equipment by Customer; or (z) any loss or damage that reasonably could have been prevented by Customer or resulted from Customer’s negligence in maintaining adequate protection for the Equipment. In the event of a loss of or damage to, all or any part of, the Equipment as a result of subsections (x) through (z) inclusive, Customer will incur the expense for repair or replacement of the damaged or lost Equipment. Customer will also maintain adequate public liability insurance, copies of which shall be furnished to VoiceLogix on request. VoiceLogix reserves the right to require that it be named as an additional insured. THE OCCURRENCE OF ANY LOSS OF OR DAMAGE TO, ALL OR ANY PART OF, THE HARDWARE SHALL NOT, HOWEVER, RELIEVE OR REDUCE ANY OTHER COVENANT, CONDITION OR PROVISION CONTAINED IN THIS AGREEMENT.
- Delivery: VoiceLogix will deliver the Equipment on the date mutually agreed by the parties, FCA UPS or FedEx, costs for transportation and risk of loss transfer to the buyer after delivery to the
- Security Interest: Until payment in full of the Equipment by Customer, Customer hereby grants to VoiceLogix a security interest in the Equipment and authorizes VoiceLogix or shall assist VoiceLogix to file any forms necessary in order to perfect a security interest in the As noted above in Section 12.2, in the case of a lease of the Equipment, VoiceLogix is authorized to file any forms necessary to reflect its continuing ownership interest in the same.
- Equipment Warranty: All telephone equipment such as the desktop telephones, excluding all conference phones, wireless phones and other accessories, are warranted against defect in material and workmanship under normal usage for the term of this Agreement. All other equipment sold by VoiceLogix carries limited manufacturer warranty provided by the respective manufacturer of the equipment. VoiceLogix will not support nor warranty any Customer provided equipment unless the Equipment manufacturer name and model and type of support is explicitly noted on and agreed to in the Proposal.
- Equipment Return Policy: Customer is responsible for all return shipping charges for any Equipment returned to VoiceLogix for any reason, including situations in which Equipment is covered under warranty. Upon termination and if not paid by Customer, Customer hereby authorizes VoiceLogix to immediately bill the credit card on file for the appropriate equipment not returned to VoiceLogix or any equipment returned but not fully functional, missing components, manuals, peripheral devices, and all other accessories that were originally shipped or delivered with the Equipment. Before returning any Equipment that has data in its memory, please transfer all files to another file source. Once the Equipment is returned, Customer files cannot be recovered and Customer releases us of any liability for any lost, damaged, or destroyed files, data, or other
13. NUMBER PORTING
- Customer acknowledges that number porting involves third parties outside of VoiceLogix’s control. VoiceLogix will take reasonable measures to transfer or port Customer numbers as long as Customer follows necessary and specific procedures for porting between service Customer agrees that VoiceLogix will not be held liable for failure or delay of any third party to cooperate in porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.
- VoiceLogix utilizes third party carrier to port telephone numbers in accordance with applicable Regulatory Rules. Industry guidelines require very specific detailed information to complete telephone number port. Customer will be required to provide such detailed information to complete a port request. Inaccurate or incomplete information will delay the port request. VoiceLogix will not be held liable for failure of delay to provision incomplete or inaccurate information by the Customer.
- For porting numbers out of your VoiceLogix Account, contact your new service provider. Customer understands that porting numbers out of Customer’s Account does not automatically terminate the Agreement.
14. NUMBER AVAILIBILITY
- Customer understands that numbers assigned prior to activation may not be available until the Services are activated. Customer should not publish the numbers, or order any printed material showing a telephone number until the telephone number becomes active. VoiceLogix shall not be liable for reimbursement for any publication and/or business cards under any
- Customer understands and agrees VoiceLogix may from time to time need to change the telephone number assigned to the Customer due to area code split or for any reason. VoiceLogix shall not be liable for any damages, including consequential, special damages or other damages to the Customer in the event that VoiceLogix needs to assign new telephone numbers to the
15. WARRANTY AND LIABILITY
The express warranties set forth in this agreement are in lieu of all other warranties, express or implied, including, without limitation, any warranties or merchantability of fitness for a particular purpose. All such warranties are disclaimed and excluded by VoiceLogix. Abuse or operator neglect, missing parts, cost of transportation, servicing of products not listed in this contract, services not specified in this agreement, acts of God, and other equipment still under manufacturer’s warranties are excluded. VoiceLogix shall hold no Liability for any loss or damage caused by delay in furnishing services, replacement products or parts under this agreement. It is expressly understood and agreed that in the event of any harm or damages to Customer, or Customer’s agents or employees, VoiceLogix’s liability shall be limited to the total amount paid by Customer to VoiceLogix under the Agreement during the twelve (12) month period preceding the date of loss or damage, and this shall be Client’s only remedy, regardless of what legal theory (including without limitation, breach of contract, negligence, products liability or breach of warranty) is used to determine that VoiceLogix was liable for such injury or loss. In no event, will VoiceLogix’s liability of any kind include any special, incidental, punitive, or consequential damages, including but not limited to damages for lost data, lost profits, and/or increased business expenses, even if VoiceLogix has knowledge of such potential loss or damages.
16. ADDITIONAL PROFESSIONAL SERVICES
If Customer requests Professional Services, such as support services not provided under this Agreement, i.e. consulting services, cabling work, IT services, VoiceLogix may (but is not obligated) provide such Professional Services or recommend appropriate outside consultants. If VoiceLogix agrees to provide such Professional Services at Customer’s request, fees for such Professional Services may be provided pursuant to a fixed fee or VoiceLogix’s standard time and material rates. Such additional Professional Services will be provided pursuant to an addendum and the other terms and conditions of this Agreement, and may be described in an agreed-upon statement of work.
17. PERFORMANCE STATEMENT
It is our policy to provide our Customers with a product that meets their expectations by providing services that are reliable, highly available and function as advertised. You have 30 days from the Activation of Service/s to cancel your subscription for non-performance reasons. This performance statement is applicable only to services that are provided by VoiceLogix, and excludes performance issues caused by Customer’s internal network or Internet connection or Broadband service provided via the Customer.
Customer consents to VoiceLogix referencing Customer’s name and logo as a VoiceLogix customer in VoiceLogix publications, its website, and other marketing materials.
19. MULTI-PARTY CONFERENCING SERVICES
Subject to the terms and conditions of this Agreement, and for the Term of this Agreement, Customer may use the VoiceLogix’s Conference Bridge Conferencing Services as an add-on service.
- Conferencing Services Fees: Customer shall pay to VoiceLogix, Services Fees as specified in the Proposal. Customer shall be required to pay the Services Fees for all Customer usage (including testing and production usage) of Conferencing Services, including all applicable
- Lawful Purposes: Customer agrees that it will use the Conferencing Services only for lawful purposes and in accordance with this Agreement. Customer shall comply with all applicable laws and regulations when using the Conferencing Services or accessing the Conferencing Services Web Portal, including without limitation, compliance with applicable international privacy laws, privacy policies of Customer and third parties and other laws regarding the transfer and/or transmission of voice and
- Unauthorized Use: Customer will be responsible for, and shall pay any applicable Services Fees associated with any unauthorized use or fraud by Customer or Customer’s users of the Conferencing Services, conference rooms assigned to Customer, and Customer’s Account. In the event Customer becomes aware of such unauthorized use, VoiceLogix will issue to Customer, at Customer’s request, replacement conference room number for use with the Conferencing
- Network Integrity: To protect the integrity of the VoiceLogix Network, VoiceLogix may, without liability, temporarily block any toll-free, local telephone number, or access to specific conference rooms having usage surges. Additionally, VoiceLogix may, without liability, temporarily block Customer Internet access to the Conferencing Services Web Portal during usage surges. VoiceLogix agrees to use commercially reasonable efforts to promptly notify Customer after blockage has
20. DISCLAIMER / LIMITATIONS OF LIABILITY
- Recording of Conversations: This Service allows Customers to record individual telephone conversations. The laws vary from state to state in regard to notices, notifications, and consent requirements for recording conversations. Customer is solely responsible to know, learn about, and comply fully with all federal, state, and local laws in any relevant jurisdiction when using this Customer hereby agrees to fully and forever releases, discharges, hold harmless and fully defend and indemnify VoiceLogix from and against any damages or liabilities of any kind related to recording of any telephone conversations by using the Services.
There are both federal and state statutes governing the use of electronic, mechanical or other device recordings. The unlawful use of such equipment can give rise not only to a civil suit by the “injured” party, but also criminal prosecution. Accordingly, it is critical that you know the statutes that apply and what the rights and responsibilities are when recording and disclosing communications.
Customer represents and warrants that, prior to utilizing the Service to record any telephone conversation it has acquired or will acquire all necessary consents to said recording in accordance with the laws governing Customer’s jurisdiction.
- Quality of Service over Internet Connection: Customer acknowledges that when using the VoiceLogix’s services over the Internet, the service reliability and voice quality is dependent strictly on the customer’s Internet Quality of Service (QoS) provided by their or VoiceLogix ISP and the general quality of service within the public Internet network and is beyond the reasonable control of
- Registered Location: VoiceLogix will register your Main Business Telephone Number (MBTN) with Public Safety Answering Point (PSAP) for 911 Customer agrees to provide VoiceLogix with complete and accurate Registration Location for every of Customer’s sites prior to service activation of each site. In case of any changes to the Registered Location, Customer must contact VoiceLogix by calling 310-356-4811 during regular business hours to provide the updated Registered Location information.
- 911 Service: We are required by FCC to advise you of circumstances under which 911 may not be available or may in some way have limitations over a traditional 911
- When there is an internet connection failure over which VoiceLogix Services are interrupted, 911 services will not be available
- When there is a power outage and the Internet Modem, Ethernet Switches, PoE Adaptors, ATAs or VoIP phones are without power, you will not have phone service and 911 services will not be available.
- When you are using the VoIP Services in a location other than where the device was originally registered with the PSAP, 911 services will not function properly and you may have to provide your location to 911 response
- If you do not provide VoiceLogix with a correct or accurate Registration Location, or fail to inform VoiceLogix of changes in your Registration Location, 911 services will not function
- Customer must notify all users at each site of the 911 limitation listed above
- Toll Fraud Disclaimer/Warning: VoiceLogix disclaims any express or implied warranty that Software or Hardware are technically immune from or prevent fraudulent intrusions into and/or unauthorized use (including its interconnection to the long distance network).
- Invasion of Privacy Disclaimer/Warning: VoiceLogix hereby disclaims any express or implied warranty that Software or Hardware are technically immune from or prevent unlawful and/or unauthorized utilization that may result in invasion of one’s right to
- Loss or Theft of Data: VoiceLogix hereby disclaims any express or implied warranty that its Software or Hardware are technically immune from or prevent improper, unlawful and/or unauthorized utilization that may result in the loss of or theft of electronic VoiceLogix hereby warns Customer that such is possible, and Customer agrees to warn its Users of such.
- Emergency 911 Warning: Customer acknowledges that it is possible to configure Services in such a manner (including but not limited to remote sites) that it does not provide specific user location identification in the event of an Emergency 911 call, and Customer agrees to warn its End Users of
- Product Names: Customer acknowledges that Product Names are used for reference to certain types of services. The Product Names may change without notice for variety of reasons such as but not limited to a more accurate description of the Service, or Trademark This change in the product name will not affect this Agreement in its entirety.
- Music on Hold: Although, most people buy tapes, CDs, and audio files thinking they are now their property, there is a distinction in the law between owning a copy of the songs and owning the actual The music on the tapes. CDs and audio files still belongs to the songwriter, composer, and/or music publisher of the work. When you buy a tape or CD, the purchase price covers only your private listening use, similar to the “home” use of “home” videos. Once you decide to play these tapes, CDs, or audio files in your business, it becomes a public performance. Songwriters, composers, and music publishers have the exclusive right of public performance of their musical works under the U.S. copyright law. Therefore, any public performance – including by way of on-hold music – requires permission from the copyright owner(s). It is the Customer’s responsibility to verify the Music-on-Hold files provided to VoiceLogix meet U.S. copyright laws. Furthermore, Customer will fully indemnify VoiceLogix for use of any unlicensed music on the Music-on-Hold files provided to VoiceLogix.
IN NO EVENT, SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD-PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR DOWNTIME) WHATSOEVER, REGARDLESS OF THE CAUSE.
21. GENERAL PROVISIONS
- Force Majeure: Neither VoiceLogix nor Customer shall be deemed to be in default of any provision of this Agreement for a failure in performance resulting from acts of God or events beyond their reasonable Such acts shall include accidents, civil disturbances, terrorism, strikes, lightning, fires, floods, earthquakes or other natural catastrophes, or other force majeure events beyond the reasonable control of such non-performing party.
- Assignment: Customer shall not assign or transfer any executor rights under this Agreement, in whole or in part, without the prior written consent of VoiceLogix, which consent shall not be unreasonably withheld. VoiceLogix reserves the right, at its sole discretion, to withhold its consent should it have reason to believe that its business interests would be harmed by such VoiceLogix shall have the right to assign this Agreement to any VoiceLogix subsidiary or affiliated company, or to any third party in connection with the transfer of all or substantially all of the assets of the business unit relating to this Agreement, or the sale or transfer of the voting stock or shares of VoiceLogix resulting in a change in its effective control.
- Severability: If any provision of this Agreement shall be found to be unlawful, void or unenforceable in whole or in part for any reason, such provision or such part thereof shall be deemed separate from and shall in no way affect the validity of the remainder of this If such provision or part thereof shall be deemed unlawful, void, or unenforceable due to its scope or breadth, such provision or part thereof shall be deemed valid to the extent of the scope or breadth permitted by law.
- Headings and Sections: All headings and captions contained herein are for convenience and ease of reference Numbered or lettered sections, sub-sections, and schedules contained in this Agreement refer to sections, sub-sections, and schedules of this Agreement.
- Third-Party Beneficiaries: The parties understand and agree that this Agreement is for their own respective benefit only, and it is not intended to and does not create third-party beneficiary status on any other person or entity whatsoever, including, but not limited to, Customer’s End
- Notices: Any official legal notices required to be given to Customer shall be sent via first class S. mail addressed to the President or Owner where applicable, at Customer’s principal place of business as indicated in this Agreement. Likewise notices to VoiceLogix shall be sent in the same manner to Vero Beach, Florida at 333 17th Street STE 2S, (zip 32962) in c/o Legal Department. All other notices may be sent via electronic mail or via facsimile to VoiceLogix.
- Waiver: Any failure by either party to enforce any right hereunder shall not constitute a waiver of such right. Each party may waive its rights hereunder only by execution of a written instrument expressly waiving such right. Any failure by VoiceLogix to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right Further, a waiver of any provisions in any one instance shall not be deemed a waiver of any provision in any other instance.
- Publicity: Any publicity, above and beyond VoiceLogix referencing Customer’s name and logo as a VoiceLogix customer in VoiceLogix publications, its website, and other marketing materials, regarding this Agreement shall be achieved only by mutual consent of the Any such publicity shall be in the form of a general announcement only. Specific terms shall be held in strict confidence.
- Attorney Fees: In any dispute arising out of or related to this Agreement the prevailing party shall be entitled to reasonable attorney fees and
- Governing Law and Venue: This Agreement shall be governed by the substantive laws of the State of Florida, and exclusive venue is agreed to be in a court of competent jurisdiction in Indian River County,
- Entire Agreement: This Agreement constitutes the entire Agreement of the parties with respect to the subject matter contained There are no other Agreements pertaining to the subject matter hereof, either oral or written. This Agreement may be executed in two counterparts, each of which shall be deemed an original and both of which, taken together, shall constitute the same instrument.
- Changes. This Master Services Agreement may be amended by VoiceLogix from time to time, with or without notice to Customer, to address technological, operational, or regulatory changes affecting delivery of the VoiceLogix will endeavor to provide Customer with notice of any material changes to this Master Services Agreement, which notice may be given by e-mail or may be included in an invoice to Customer. Customer agrees that it is responsible for checking the URL where this Master Services Agreement is stored to view any changes, and Customer’s continued use of the Services after changes to this Master Services Agreement constitutes Customer’s agreement to the changed Master Services Agreement. You may access the current VoiceLogix Master Services Agreement, including any revisions thereto, at: www.VoiceLogix.com/msa. Any modifications to the Master Services Agreement requested by Customer must be in writing, and will only be binding if signed by VoiceLogix. This Agreement may not be modified orally, and neither party shall not be bound by any verbal agreement or verbal modifications.