Terms of Service

These Terms of Service constitute the agreement ("Agreement") between viaPBX (the "Company") and the customer identified in the Account Information (the "Customer") in connection with the Customer's purchase of the Company's basic, business, Voicemail, Softphone, and or any other Internet voice communications services, along with related Equipment or other products or other services provided by the Company (collectively, the "Service").

Customer's Acceptance of These Terms of Service. The Customer signifies its irrevocable acceptance of these Terms of Service upon the earlier of: (i) clicking on the "Confirm Order" button during the Sign Up process; (ii) by using the Service; (iii) by purchasing any Equipment (described below); or (iv) activating the Customer's account. If the Customer does not agree to be bound by these Terms of Service, then the Customer should not take any of the foregoing actions described in (i) through (iv), the Customer should not use the Service. The Customer is not authorized to use the Service without agreeing to be bound by these Terms of Service.

Parties Bound by Terms of Service. The Customer is responsible for ensuring that all use of the Service is in accordance with these Terms. The Customer shall ensure that anyone who uses the Service abides by the Terms of Service. The Customer shall indemnify and hold the Company harmless for any violation of these Terms of Service by any person using the Service, with or without the Customer's consent or knowledge.

Modification of Terms of Service, Plan Information, Fees and Charges. The Company reserves the right to revise the Terms of Service, the Plan Information (as described below) and/or its fees and charges at any time without providing notice to its users and the Customer's continued use of the Service shall be deemed irrevocable acceptance of those revisions. The Company may also impose limits on certain features or restrict the Customer's access to all or portions of the Service without notice or liability. The Customer's continued use of the Service shall constitute acceptance to be bound by the terms and conditions of the revised Agreement.

911 Service Terms
viaPBX does not offer the possiility of making 911 or E911.

Customer's Account Information.
The Account Information is provided by the Customer during the Sign-Up process and may be later updated by the Customer by logging into the Customer's account and going to "profile". The Customer is responsible for safekeeping of the Customer's login name, password and other information. The Customer is solely responsible for all information entered into and set forth in the Account Information, even if such information was provided by unauthorized persons. The Customer must notify the Company immediately if the Customer has reason to know or believes that the Customer's Account Information, login or password has been compromised or accessed by unauthorized persons.

Term. This Agreement begins on the date that the Customer accepts these Terms of Service and the Agreement will continue for the length time set forth in the Plan Information, below (the "Term"). The Term automatically renews for another Term of equal length, unless notice is given by viaPBX.com or the Customer cancels service by following the instructions found at http://www.viapbx.com/contacts.html. If notice of non-renewal is not timely received, then the Term will automatically renew.

Service
Billed in Full Months. The Service is billed in full months and during each month, all normal charges will apply. The Customer is obligated to pay for a full month's Service, even if notice of non-renewal is given by the Customer at the beginning of the month.

Basic Service Plans. Basic Service Plans are provided for the Customer's basic use and for no other use. Basic Service Plans may not be used for commercial or other non-basic purposes. If the Company determines that a Basic Service is being used for any commercial or other non-basic use, then the Company may, in its sole discretion: (i) terminate the Service; (ii) determine that the Customer did not qualify for Basic Services and upgrade the Customer to an appropriate plan based on the Customer's use and retroactively adjust the amounts the Customer was charged to reflect the revised plan; and/or (iii) maintain the Basic Service Plan but additionally charge the Customer's excessive usage based on then current rates charged by the Company. The Company may make such determination based on the Customer's usage patterns and other criteria determined by the Company to differentiate between basic use and commercial or other non-basic use and the Customer shall pay the charges for the new business plan, even if the Customer did not have access to the full feature set of said plan. Without limiting the foregoing, any monthly usage that is more than five times (5x) the average monthly usage of a viaPBX.com customer shall be considered to be commercial or other non-basic use subject to the terms of this provision.

Bring Your Own Device (BYOD). Bring Your Own Device (BYOD) services are provided for the Customer's basic use and for no other use. The use of BYOD services are governed by Company's Basic Service Plans policies. BYOD requires Customers to have their own Session Initiation Protocol (SIP)-capable equipment. The service is intended for advanced users. Company is not responsible for the use of wrong equipment or the misuse of the service. Company does not provide any technical support to BYOD Customers other than posted on its website at www.viaPBX.com. If the Customer's equipment is not working Customer must contact the equipment manufacturer for technical support. BYOD service is not covered by Company's Money Back Guarantee or any other refunds whatsoever.

Business Service Plans. Business Service is provided to business users who use the Service for commercial purposes.

Voicemail Service Plans. The use of Voicemail Service does not require subscription to any other Service provided by Company. Limitations of use may apply when Voicemail Service is used for business (commercial) purposes. Voicemail Service is provided for end users and cannot be resold or transferred to a third party. If the Company determines that Voicemail Service is being used for commercial use, then the Company may, in its sole discretion: (i) terminate the Service; (ii) determine that the Customer did not qualify for Voicemail Services and upgrade the Customer to an appropriate plan based on the Customer's use and retroactively adjust the amounts the Customer was charged to reflect the revised plan; and/or (iii) maintain the Voicemail Service Plan but additionally charge the Customer's excessive usage based on then current rates charged by the Company. The Company may make such determination based on the Customer's usage patterns and other criteria determined by the Company to differentiate between basic use and business use and the Customer shall pay the charges for the new business plan, even if the Customer did not have access to the full feature set of said plan.

Softphone Service Plans. Softphone Service is provided for basic use. Softphone Service is provided for end users and cannot be resold or transferred to any third party. If the Company determines that Softphone Service is being used for commercial use and not basic use, then the Company may, in its sole discretion: (i) terminate the Service; (ii) determine that the Customer did not qualify for Softphone Services and upgrade the Customer to an appropriate plan based on the Customer's use and retroactively adjust the amounts the Customer was charged to reflect the revised plan; and/or (iii) maintain the Basic Service Plan but additionally charge the Customer's excessive usage based on then current rates charged by the Company. The Company may make such determination based on the Customer's usage patterns and other criteria determined by the Company to differentiate between basic use and business use and the Customer shall pay the charges for the new business plan, even if the Customer did not have access to the full feature set of said plan.

Change in Service: New Features. If the Customer requests additional Services or features, then the Customer may do so by going to www.viaPBX.com. The Company will pro-rate the additional charges from the date of activation for the balance of the billing period.

Termination Fee. The Customer will pay the termination fee set forth in the Plan Information, per each voice line if the Customer's Service is terminated for any reason during the first twelve months following the activation of each line included in the Service.

Porting out a number to another carrier. viaPBX.com does not control the process to port out a number to another carrier. All port out requests are completed automatically. The new provider must be contacted to inquire about delays or problems associated with porting out of the customer's number. The customer must maintain service with viaPBX.com until the number is ported. Once complete, customer must call and cancel service with viaPBX.com, since viaPBX.com is not informed of the completion. Failure to do so may result in the billing of viaPBX.com service to continue.

Charges, Payments, and Taxes
Charges. The Company's fees and charges are set forth below in the applicable Plan Information. The Company's fees and charges may be changed by the Company from time to time, as described above. The Customer will be billed for Services, Equipment costs (including shipping), installation fees, taxes and other reoccurring charges, in advance, however usage charges, termination charges and other charges may be billed in arrears, as the Company shall determine.

Statement of Charges. The Company will post all its charges to the Customer's account maintained on the Company's website, from time to time. No email or other notification will be sent to the Customer. It is the Customer's duty and responsibility to review the Customer's account from time to time and to verify that all charges to the Customer's account are accurate and correct. The Customer agrees that all charges are due upon posting to the Customer's account. Usage charges are billed in increments that are rounded up to the nearest minute, unless indicated otherwise in the Company's rate schedules.

Payment of Charges. At the time the Customer activates the Service, the Customer must provide the Company with all the information requested in the Account Information, including a valid email address and a credit or debit card number from a card issuer acceptable to the Company (the "Charge Card").

Charge Card. The Company only accepts payment by Charge Card. By agreeing to these Terms of Service, the Customer authorizes the Company to charge the Charge Card for all charges owed by Customer under this Agreement. The Customer's Charge Card authorization will remain valid until 30 days after the Company receives written notice from the Customer terminating the Company's authority to charge the Charge Card. It is the Customer's responsibility to make sure that the Company has a valid Charge Card, and if the Company's charges are rejected for payment by the Charge Card, if the Charge Card expires or is cancelled due to loss, theft or if rejected for any other reason, the Company may suspend or terminate the Service at any time thereafter. The Company also may stop accepting Charge Cards from certain issuers as the Company may determine in its sole discretion. If the Charge Card is no longer current for any of the reasons listed above, then it is the Customer's responsibility to substitute a valid Charge Card in order to avoid interruption or termination of Service and payment of cancellation fees.

Late Fees. Amounts that are posted to the Customer's account will be deemed to be late if not paid within 15 days from the date of posting and will bear interest at the greater of the rate of 1.5% per month or the maximum rate allowed by law.

Taxes. The Customer will pay all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, tariffs, access fees or other fees or charges now in force or enacted in the future, that arise from or as a result of, the Service or Equipment (collectively, "Taxes"). Taxes are in addition to charges for Services and Taxes are due for any period of time while the Term is or was in effect, even if the Company fails to accurately or correctly bill the Customer. If the Customer claims to be exempt from payment of any Taxes, the Customer must provide the Company with proof of such exemption acceptable to the Company and the Company will continue to collect Taxes from the Customer until such exemption is established to the Company's satisfaction.

Charges for Directory Assistance, 411. The Customer will pay the amount set forth below in the Plan Information for each call made to directory assistance.

Billing Disputes. All disputes of any kind must be reported in writing to the Company no later than 60 days from the later of the date the disputed charge was posted to the Customer's account. Unless disputed within said 60-day period, all charges posted to the Customer's account are deemed to be correct and the Customer waives any claim after said 60-day period. Submission of a written dispute notice by the Customer shall not relieve the Customer of its obligation to timely pay all undisputed amounts.

viaPBX.com reserves the right to reverse and/or deny any credit or refund for any reason at any time. All credits are not final until reviewed by the billing department. In order for a credit to be authorized, the billing department will make a determination as to whether or not the credit was justified. This determination will be based on the standards, regulations, policies, and objectives adopted by and governing the operation and services of viaPBX.com. Once this determination is made, the credit will either be granted, denied, or reversed, at any time within the total and complete discretion of viaPBX.com.

The Customer cannot exceed the number of Guarantee Minutes allotted to the Customer's plan in the Plan Information, as set forth below. If the Customer's actual usage during the first 30 days exceeds the Guarantee Minutes for the Customer's plan, then the Customer is not eligible for a refund.

Within 14 days from the date the Company receives notice of the Customer's cancellation, the Customer must:

all Equipment originally purchased from the Company must be returned to the Company in its original condition, without scratches, dents or other damage, normal wear and tear excluded. The returned Equipment must be received by the Company within said 14 days cancellation of the Service. The Customer is urged to send the returned Equipment by a shipping means that is insured and provides a tracking number; and,
the Equipment is returned in its original packaging along with all cables, wires, transformers, manuals, warranty cards and all other original components. The UPC or bar code intact must be intact.

If the Customer satisfies all of the foregoing conditions, then the Company will refund (to the extent previously paid) to the Customer's Charge Card the following amounts: (i) activation fee; (ii) first month's Service charges; (iii) charges for the Equipment that is returned (but only for the amount the Customer was charged after rebates and discounts); and (iv) shipping charges paid by the Customer at sign-up (the Company will not refund shipping charges for the return of the Equipment).

The following are not covered by the 30 day guarantee, cannot be refunded and must be paid by the Customer: (i) Federal excise taxes, sales taxes and any other applicable taxes; (ii) minutes for any international usage (outside the continental U.S.), (iii) charges made to the Customer's telephone number for services such as "976" or "10-10" numbers or similar pay per call services; (iv) accepting charges for payphone calls or "reverse charge" calls; (v) directory assistance; or (vi) any other charges whatsoever that are attributable to the Customer's phone number and not part of the terms of the guarantee. (vii) Any service or charges associated with a ported number.

The Company reserves the right to revoke or terminate or modify the money back guarantee at any time and without notice.

Termination, Suspension or Discontinuance of Service
Termination. The Company reserves the right to terminate or discontinue the Service at any time, for any reason or for no reason, in the Company's sole and absolute discretion. If the Company discontinues or terminates the Service without fault of the Customer, the Customer will only be responsible for usage charges accrued while the Service was in effect and the Customer will be entitled to a credit for the unused portion of the final month's charges. If the Company terminates the Service due to the Customer's breach of any provision of this Agreement, then the Customer will pay all usage charges and applicable termination fees and will not be entitled to a credit for the unused portion of the final month's charges.

Suspension of Service. The Company reserves the right to suspend the Service, in whole or in part, including any features, at any time in the Company's sole and absolute discretion. If the Company determines that the suspension of the Service is without fault of the Customer, then the Customer may request a credit of the monthly charges for each day the Service was not in effect.

Equipment. The Customer may be required to use certain equipment to use the Service and all of its features, including modems, telephones, caller id sets and other equipment (collectively, the "Equipment"). The Plan Information, below, will determine whether the Company or the Customer will provide the Equipment and the cost (if any) to the Customer. The use and functionality of all Equipment when used in connection with the Service is governed by these Terms of Service. Except as set forth in these Terms of Service, the Company is not responsible for providing or repairing or replacing any Equipment, unless agreed otherwise by the Company in writing. The Customer must seek repairs or replacement in accordance with manufacturers warranties, if any.

The voip phone adapter, provided by viaPBX.com, includes a one (1) year limited warranty. If the provided phone adapter malfunctions within one (1) year of shipment, viaPBX.com will send to the Customer a new router under the following guidelines: (1) Customer will be charged for a replacement phone adapter. (2) Customer will return the inoperative phone adapter to viaPBX.com. (3) viaPBX.com will inspect the phone adapter. (4) Customer will be refunded the replacement adapter charge should the inspection determine the malfunction was not caused by breakage, misuse, or negligence. After the one (1) year warranty period, Customer will not receive a refund of the replacement charge.

Labels on Equipment. At all times while this Agreement is in effect or when using the Service, the Customer must display all warning or other notification labels on the Equipment or telephones, as directed by the Company

License to the Customer. The Company hereby grants the Customer a non-exclusive license to the IP for the sole purpose of the Customer's use of the Service, and for no other purpose (the "License"). "IP" means any software, firmware or other intellectual property that is provided by the Company or used by the Customer in connection with the Service, whether provided along with the Equipment, is in the Equipment, is located on the Company's website for viewing or download, along with all documentation, manuals, guides or other information or materials used in connection with the Services. All IP is the sole and exclusive property of the Company. The License is valid only during the Term and will automatically terminate upon the expiration or termination of the Term or the termination or discontinuance of the Service for any reason. The Customer acknowledges and agrees that the IP is the sole and exclusive property of the Company and that nothing herein conveys any interest in the IP to the Customer, except the foregoing grant of the License. This paragraph shall survive expiration or termination of the Agreement.

Usage of Equipment. The Customer may use the Equipment only in connection with the Service and as permitted in this Agreement. Any other use of the Equipment is strictly prohibited and may result in immediate termination of the Service and requirement payment of the termination fee and all other charges then due, plus any damages incurred by the Company as a result thereof. The Customer may not use the Equipment with any other devices or other equipment not provided by the Company. The Customer agrees: (i) the Equipment or any IP provided in connection with the Service may not be transferred to another party, (ii) the Customer will not reverse engineer, translate, decompile, or disassemble any IP provided with the Service, and (iii) the Customer agrees that no provider of IP or any software used by the Customer in connection with the Service will have any liability to the Customer. The Customer may not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the source code from the binary code of the Equipment's firmware or software.

Use of Service and Equipment Outside the United States
With the exception of Customers that signed up for Company's international calling plans and the service location is outside the United States, Customer's use of the Service or the Equipment outside the continental United States is done so at the Customer's sole risk and expense, and in such case the Customer is solely responsible for any violations of non - U.S. local laws and regulations resulting from such use. In the Company's sole discretion, the Company may terminate the Signup New Voip Account service immediately if the Company believes that either the Service or the Equipment is or has been used outside of the continental United States.

Use of Emergency Call Services Outside the United States. Company does not guarantee working phone services or emergency call services for Customers that signed up for Company's international calling plans. Customer shall not use Company's services as a primary service for local emergency calls. Customer agrees to defend, indemnify, and hold harmless the company, its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to the customer in connection with the service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, the customer or any third party user of the service relating to the failure or outage of the service, including those related to emergency call service - regardless of Customer's location.

Support. Company's customer and technical support are provided in English language only. Company's toll-free customer and technical support phone lines may not be accessible from countries outside the United States.

Products, Shipping, and Miscellaneous Notes. For products shipped internationally, any manufacturer warranty may not be valid. Company does not provide product warranties for equipment shipped outside the U.S. Products may not conform to destination country voltage and other electrical standards. Customer is responsible for assuring that the product can be lawfully imported to the destination country. When ordering internationally Customer is the importer of record and must comply with all laws and regulations of the destination country.

Customs, Duties, and Taxes. Orders that are shipped to countries outside of the U.S. may be subject to import taxes, customs duties and fees levied by the destination country. Customer may be subject to such fees, which are levied once a shipment reaches the destination country. Additional charges for customs clearance must be borne by Customer.

Return of Equipment
Basic Service. All Equipment provided by the Company (unless purchased by Customer) must be returned at the end of the Term or the Customer agrees to pay the Company the then current replacement cost of said Equipment.

Business Service. Except for Equipment purchased by the Customer, all Equipment must be returned at the end of the Term or the Customer agrees to pay the Company the then current replacement cost of said Equipment. All Equipment purchased by the Customer shall remain the property of the Customer.

Terms For Return of Equipment. The Customer must return all required Equipment to the Company and it must be received by the Company within 14 days from the end of the Term or the Company will charge the Customer the then current replacement cost of said Equipment. All Equipment must be shipped by the Customer to the Company in its original boxes along with all manuals, cables, transformers and other materials. The Customer must ship and insure the Equipment at the Customer's cost and the Customer bears all risk of loss if the Equipment should fail to be delivered to the Company for any reason. The Company recommends shipment by a means that has a tracking number. Failure of Customer to comply with these provisions will result in Customer being charged for the Equipment. Equipment must be returned in the configuration it was sent to you and if not received or received in a condition other than outlined in the Terms of service a replacement fee will apply. Equipment will not be returned to customer. It is viaPBX.com's property.

Number Transfer on Service Termination. Upon a termination of the Service and timely payment of all charges then due, the Company may release or transfer the terminated Service's telephone number to the Customer's new service provider, in the Company's sole and absolute discretion, if:

the Company is notified in writing by the Customer of such requested transfer and all necessary information and consents are provided to the Company;
the new service provider is able to accept such number;
the Customer making the request was not in breach of this Agreement at any time during the Term; and,
the requested number to be transferred was not part of a block of numbers, as determined by the Company.
We cannot cancel a port in progress at all.
Trademarks and Service Marks. The Customer acknowledges and agrees that the Marks are the sole and exclusive property of the Company and that nothing herein conveys any interest in the Marks to the Customer and the Customer may not use or display the Marks. The License does not include the right to use Marks. "Marks" shall mean all or any of the Company's trade name, logo, trademark, trade device, service mark, symbol, code or specification or any abbreviation, contraction, or simulation thereof. This Agreement is not a trademark or service mark license and does not create a franchise. This paragraph shall survive expiration or termination of the Agreement.

Prohibited Uses. Listed below are the Prohibited Uses. The use of Service and the Equipment as described below in this Section is strictly prohibited ("Prohibited Uses"). The Customer hereby authorizes the Company to terminate or modify the Service at any time and without notice, if the Company determines in its sole discretion that the Service or the Equipment is, or was at any time was, used for a Prohibited Use. The Customer is solely responsible for any Prohibited Use of the Service or the Equipment by the Customer or by anyone other than the Customer using the Service or the Equipment, whether authorized by the Customer or not. The Prohibited Uses are as follows:

Unlawful Uses. The Customer may not use the Service or the Equipment for any illegal act or use in any jurisdiction where the Service is used or where a call originates or terminates.

Spam, Telemarketing or Mass Solicitations. The Customer may not use the Service or the Equipment for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or any other automated dialing.

Submission of the Customer Information to Authorities. If the Company believes that the Service or the Equipment is or has been used for an unlawful purpose, the Company may forward the relevant information to the appropriate authorities for investigation and prosecution without notice to the Customer. Such information may include the Customer's identity, address and calling detail records and any other information in the possession of the Company. The Customer hereby consents to the Company's forwarding of any such communications and information to these authorities.

Subpoenas and other Legal Requests for Information. In addition, the Company will provide information and respond to law enforcement requests, subpoenas, court orders, and the like, for any purpose the Company determines is appropriate in its sole discretion, including to protect the Company, the Company's rights and/or property and in the case where failure to disclose the information may lead to personal injury or loss of property of the Customer or others.

Inappropriate Conduct. The Customer shall not use the Service or the Equipment in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior.

Tampering, Circumvention and Theft of Service. The Customer may not change the electronic serial number, "machine access control address" or equipment identifier of the Equipment. The Customer may not perform a factory reset of the Equipment unless instructed to do so by the Company. The Customer shall not attempt to hack, break-in, circumvent the Customer's billing, tracking or other systems, or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose. The Company may immediately terminate the Service without notice if the Company believes, in its sole and absolute discretion, that the Customer has tampered with the Equipment or the Service or otherwise breached the terms of this paragraph. In the event of such termination, the Customer will remain responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable.

Loss, Damage, Theft or Misuse of Equipment. The Customer shall immediately notify the Company in writing if the Equipment is stolen, damaged or is being fraudulently used or otherwise being used in an unauthorized manner. When the Customer notifies the Company, the Customer must provide the account number and a detailed description of the circumstances of the Equipment theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the termination of the Service and additional charges to the Customer. The Customer is responsible for all monthly charges and usage charges until the Customer notifies the Company of theft or fraudulent use of the Equipment or the Service.

Service Is Not Telecommunications. The Service is an enhancement to the Customer's "land-line" or other means of telecommunications services and/or broadband service and this Service should not be the Customer's primary means of communications. The Service is not a "telecommunications service." While the Company may use commercially reasonable efforts to provide the Service, no representation or warranty is made to the Customer that this Service will be available on any regular or reliable basis. Since this Service is not a telecommunications service, it is not subject to certain regulatory provisions which may limit or reduce the Customer's remedies. The Customer is responsible to consider the lack of regulation and other assurances before accepting the Service and the terms of this Agreement.

No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not provide operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls) or other features that are initiated using the "0" key. In addition, the Service may or may not support 311, 511 and/or other x11 services in one or more (or all) service areas. 911 Services are limited, as described above.

No Directory Listing. Telephone numbers assigned to the Customer by the Company will not be listed in any telephone directories nor may not be listed in a reverse directory. If the Customer transfers a number from another telephone company, then that telephone number may or may not be listed in the previous telephone directory. As a result, merchants, banks, creditors, lenders or other parties may not be able to verify Customer's address.

Service Not Suitable for Security Systems or Other Critical Uses. It is the Customer's duty to determine whether or not the Service is interoperable with any security systems, medical alert or other critical systems connected to it. The Company does not recommend use of the Service for security or other critical systems and the Company strongly recommends that the Customer maintain a "land-line" for use with any other equipment that is used with security systems because the Service may fail and cause loss of property or bodily injury when used in connection with a security system. If the Customer should determine that the Service will be used with such systems, then the Customer assumes all risk of loss if the Service should fail to perform at any time, the Customer explicitly accepts the Service in its "as-is" condition, with no representations or warranties by the Company of any kind that the Service is suitable for any particular purpose.

Incompatibility With Certain Broadband and Cable Modem Services. The Company cannot determine if the Service is compatible with the Customer's broadband service provider's equipment. Even if the Service should work with such broadband systems, the Company cannot guarantee that the Service will continue to be compatible, due to the fact that broadband providers may change or upgrade their equipment from time to time. The Company does not warrant that the Services will be compatible with all or any broadband services and expressly disclaim any expressed or implied warranties regarding the compatibility of the Service with any particular broadband service.

Softphone Limitations. Softphone Service is not compatible with 911 nor E911 services. Softphone Service is not subject to number portability services.

No warranties. The Service is provided "as is", with no warranties whatsoever; the Company does not, either expressed, implied or statutory, make any warranties, claims or representations with respect to the Equipment or the Service, including, without limitation, there are no warranties of quality, performance, non-infringement, merchantability, or fitness for use or a particular purpose or any other warranties whatsoever. The Company further does not represent or warrant that the Service will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free or will operate without loss of quality, nor does the Company warrant any connection to or transmission from the internet, or any quality of calls made through the Service.

Specific Disclaimer of Liability for Emergency Services. Although the Company attempts to provide the 911 Services described in the 911 Service Terms, the Company does not provide PSAP or any emergency services under any circumstances. Neither the Company nor its officers or employees may be held liable for any claim, damage, or loss that results from the Customer's use of the Services or any failure of the Services to perform. The Customer hereby waives any and all such claims or causes of action, arising from or relating to the use of Services to contact emergency services personnel. The Customer shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to the Customer in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, the Customer or any third party relating to the absence, failure or outage of the Service provided hereunder, including specifically any claims arising out of the failure of the Company to offer emergency services.

All at Customer's Own Risk. The Customer acknowledges and agrees that the entire risk arising out of the use or performance of the Company Software remains with the Customer, to the maximum extent permitted by law.

Jurisdiction's Limitations. Some jurisdictions do not allow some of the exclusions or limitations as set forth in this Agreement, so some of these exclusions may not apply.

Limitation of 911 Service Liability. The Company will not be liable for any delay or failure to provide the Service, including 911 Service, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:

an act or omission of an underlying carrier, service provider, vendor or other third party;
Equipment or other equipment, network or facility failure;
Equipment, other equipment, network or facility upgrade or modification;
force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions;
Equipment, other equipment, network or facility shortage;
Equipment, other equipment or facility relocation;
service, equipment, network or facility failure caused by the loss of electrical power;
outage of, or blocking of ports by, the Customer's broadband service provider or other impediment to usage of the Service caused by any third party;
any act or omission by the Customer or any person using the Service or Equipment; or
any other cause that is beyond Company's control, including, without limitation, a failure of or defect in any Equipment, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 911 Service) to be connected or completed, or forwarded or the failure of emergency personnel to provide emergency services in a timely fashion.
Limitation of Damages. under no circumstances shall company's aggregate liability to customer under this agreement exceed the service charges for the 12 months immediately preceding the event giving rise to the customer's claim.

Disclaimer of Liability for Damages. In no event will company, its officers, directors, employees, affiliates or agents or any other service provider who furnishes services to customer (or those using the service with or without the permission of customer) in connection with the service be liable for any direct, incidental, indirect, special, punitive, exemplary or consequential damages, or for any other damages, including but not limited to personal injury, wrongful death, property damage, loss of data, loss of revenue or profits, or damages arising out of or in connection with the use or inability to use the service, including inability to access emergency service personnel through the 911 service or to obtain emergency help. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, product liability, tort and any and all other theories of liability and apply whether or not the Company was informed of the likelihood of any particular type of damages.

Indemnification. The Customer shall defend, indemnify, and hold the Company harmless, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to the Customer in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party or user of the Service (with or without permission of the Customer), relating to the Services, including, without limitation, 911 Service, or the Equipment.

Survival of Certain Provisions. Notwithstanding the expiration or termination of this Agreement, and except for the Customer's obligation to pay charges for the Services during the Term, the remainder of this Agreement shall survive the termination or expiration of the Term.

Equipment Warranties
Limited Warranty. For Equipment that is provided by the Company, the Customer must refer to the separate limited warranty document provided with the Equipment by the manufacturer for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation and as provided by said manufacturer.

No Warranty. For (i) Equipment provided by the Customer, or (ii) for any Equipment provided by the Company to the Customer that did not contain any manufacturer's warranty information upon receipt by the Customer, then that Equipment is provided without any warranty and is provided to the Customer in its then "as-is" condition, with all defects. If the Customer does not agree that the Equipment is in its "as-is" condition and with all defects, then the Customer must immediately cancel the Service as provided above and return the Company provided Equipment to the Company prior to any use by the Customer. Acceptance of the Equipment and any usage by the Customer is conclusive that the Customer thereby accepted the Equipment in its "as-is" condition and without any warranty by the Company. The Customer is not entitled to repair, replacement or refund in the event of any defective Equipment.

Disclaimer. Other than warranties as to the equipment expressly set forth in the documentation provided with the equipment, if any, the company makes no warranties of any kind, express or implied, and specifically disclaim any warranty of merchantability, fitness of the equipment for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance or any warranty that the equipment or any firmware or software included therein is "error free" or will meet customer's requirements. The foregoing will not be deemed to limit any disclaimer or limitation of warranty set forth in the documentation provided with the equipment, if any.

No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

Governing Law. This Agreement and the relationship between the Customer and the Company is governed solely by the substantive laws of the State of Florida, without regard to its conflict of law provisions.

Venue. The Customer and the Company irrevocable consent to submit to the laws of a court of competent jurisdiction located in Palm Beach County, Florida. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in Palm Beach County, Florida and they irrevocably waive any objection as to venue or inconvenient forum.

Assignment. The Customer may not assign this Agreement or any rights hereunder. The Company may assign this Agreement or any rights hereunder at any time to any party, as the Company shall determine in its sole discretion and without giving prior notice.

No Waiver. The failure of the Company at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by the Company.

Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between the Customer and the Company with respect to the subject matter hereof and this Agreement will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Any amendments or modifications or waivers to this Agreement must be in writing or will be without any effect.

Severability. If any part of this Agreement is declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

No Privacy For Service. As "voice over the internet protocol" or "voip", the Service utilizes, in whole or in part, the public internet, broadband service providers, third party routers and networks, as well as a number of other parties and equipment. As such, the Company is not able to assure the Customer of any level of privacy when using the Service and the Customer should not have any expectation of privacy when using the Service. The Company is not liable for any lack of privacy which may be experienced with regard to the Service. Additional terms and conditions are found in the Company's Privacy Policy at www.viaPBX.com/privacy.html

Communication with Customer. Company will use the email address of Customer for notification of billing actions, service requests, support, and relationship messages. Customer is responsible for ensuring the email address with Company is available for receipt of electronic messages. Relationship messages (such as newsletters) will be sent either to the email address or physical address of Customer. Customer can request to "opt out" of relationship messages.

No Jury Trial. The parties hereby waive any right to have any claim tried in a jury trial and all such claims shall be tried in front of a judge with competent jurisdiction.

Waiver of Claims After One Year. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the service must be filed within one (1) year after such claim or cause of action arose or be forever barred.