CFA VOICE TERMS OF SERVICES

These terms and conditions (hereinafter the “Agreement”) shall govern all service quotes, addendum(s) to service quotes and any other contracts, riders or agreements (collectively, the “Service(s) Quote”) entered into between CFAVOICE, LLC, (hereinafter referred to as CFAVOICE), and its customers (hereinafter “Customers”).

1. DEFINITIONS: Service(s) means provisioning of voices services, internet access, domestic, international and toll-free termination and origination, conferencing, hosting, server collocation, hardware sales and all related customer support services.

2. SERVICES AND EQUIPMENT:

2.1 CFAVOICE Services: CFAVOICE shall provide the Services to Customer on the terms and conditions set forth in this Agreement. CFAVOICE’s obligations under this Agreement are expressly conditioned upon Customer’s landlord granting CFAVOICE or its designated agents, contractors or representatives access to the building phone room and roof areas as necessary in CFAVOICE’s judgment to deliver the Services and to install and maintain equipment.

2.2 Required Internet and Equipment: Customer understands and agrees that the Service requires internet access and certain equipment provided by Customer such as a sip access device, personal computer, and an appropriate operating system (the “Customer Equipment).  Customer represents that it owns the Customer Equipment or otherwise has the right to use such equipment in connection with the Service. 

2.3 Access to Customer’s Premises: Customer authorizes CFAVOICE and its employees, agents, contractors and representatives to enter Customer’s premises (the “Premises”) to install, maintain, inspect, alter, repair and remove the services. All such services shall be conducted at a time agreed to with Customer. If Customer is not the owner of the Premises, upon CFAVOICE’s request Customer shall supply CFAVOICE with the owner’s name and address, evidence that the Customer is authorized to grant access to the Premises on the owner’s behalf, and (if needed) written consent from the owner of the Premises. Customer also grants its consent to CFAVOICE to contact such owner for the purpose of entering into one or more right of access and/or site lease(s). If Customer does not provide access as provided herein, CFAVOICE shall, at its option, a) declare the full amount for the entire term due and payable immediately, or b) elect to terminate this agreement.

2.4 Back-up Requirements: The installation, use, inspection, alteration, maintenance, repair or removal of the services may result in service outage or potential damage to Customer’s Equipment. If Customer does not back-up all existing computer files by copying them to another storage medium prior to such activities, Customer understands and accepts the associated risks of not making such a backup.

IN ANY EVENT, EXCEPT AS SET FORTH IN SECTION 2.7 BELOW, CFAVOICE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF THE CUSTOMER’S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA.

2.5 Non-recommended Configuration: CFAVOICE has informed Customer of the recommended minimum computer hardware requirements, if any, (the “Minimum Requirements”) for efficiently operating the Service. If Customer allows the installation of the Service utilizing hardware that does not meet the Minimum Requirements (a “Non-recommended Configuration”), Customer agrees that (i) Customer shall not be entitled to Customer support relating to any issues other than the quality of the signal delivered to Customer’s IP phone or SIP gateway, and (ii) the following limitations of liability shall apply:

CFAVOICE DOES NOT REPRESENT OR WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE CUSTOMER TO SUCCESSFULLY ACCESS, OPERATE OR USE THE SERVICE, NOT THAT ANY SUCH INSTALLATION WILL NOT CAUSE DAMAGE TO THE CUSTOMER’S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA. CFAVOICE DOES NOT ASSUME ANY LIABILITY WHATSOEVER FOR ANY DAMAGE OR FAILURE TO INSTALL, ACCESS OR USE THE SERVICE.

 The foregoing limitation of liability is in addition to and shall not limit any other limitation of liability set forth in this Agreement.

2.6 Customer’s Hardware and Software: Except for gross negligence or willful misconduct by CFAVOICE, CFAVOICE shall have no liability whatsoever for any damage, loss or destruction to Customer’s Equipment or peripherals. In the event of such gross negligence or willful misconduct by CFAVOICE, CFAVOICE shall pay for the repair or replacement of the damaged parts up to a maximum of One Thousand Dollars ($1,000) and such amount shall be Customer’s sole remedy.

CFAVOICE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF ANY SOFTWARE, FILES OR DATA.

3. INSTALLATION AND SOFTWARE

LICENSES

3.1 Installation Process. CFAVOICE or its agents will supply and install all equipment within the Premises

4. PAYMENT

4.1 Fixed Monthly Service Fees: The cost for Services requiring a fixed monthly fee shall be as stated in the Customer Service Quote and shall be payable monthly, in advance, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Fixed Service Fee(s)”). The Fixed Service Fee for the first month of Service shall be due and payable prior to installation of Service and if commencement of Service occurs on other than the first calendar day of the month then the Fixed Service Fee will be prorated by the number of calendar days remaining in the month. Thereafter, the Fixed Service Fee is due and payable in advance on the first day of each month and shall be considered late if not received by CFAVOICE by the tenth calendar day of each month.

4.2 Variable Monthly Usage Fees: The cost for Services computed based on the usage by Customer and other variable factors shall be computed at the rates stated in the Customer Service Quote and shall be payable monthly, using a cut-off date selected by CFAVOICE, in arrears, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Usage Fee(s)”). The rates for voice services set forth in the Service Quote shall be valid for the initial term, provided however, all rates for international services are subject to change on five calendar day notice from CFAVOICE. New rates are automatically effective on the 6th day from the date of such notice. CFAVOICE upon a ten (10) day notice, can adjust the rates for voice services to include the cost, if any, of tariffs, taxes or assessments imposed upon CFAVOICE by any governmental agency. The Usage Fees are due and payable on the first day of the month billed and shall be considered late if not received by CFAVOICE by the tenth calendar day of such month.

4.3 Installation Charge and Security Deposit: The charge for installation shall be as stated in the Service Quote and shall be due and payable prior to installation.  

4.4 Agreement to Pay: Monthly payments and any other amounts due to CFAVOICE may be charged to Customer’s Visa,MasterCard, American Express or other credit card, and/or electronically debited to Customer’s bank account, at Customer’s option. Customer agrees to pay all monthly Fixed Service Fees, Usage Fees, and the installation charge. Customer hereby authorizes CFAVOICE to charge Customer’s Visa and MasterCard or other credit card and/or to electronically debit Customer’s bank account for all such fees, charges, taxes and payment transaction processing costs.  CFAVOICE voice reserves the right to change the acceptable forms of payment at its sole discretion.

4.5 Late Payments/Failure to Pay: If any payment due to CFAVOICE is not received within 10 days of due date, an administrative charge of 5% of the amount due may be assessed and the Service may be discontinued. If the Service is discontinued, Customer will be required to pay a reconnect fee of $150.00 in addition to all past due amounts before the Service is reconnected. The administrative charge is intended to be a reasonable advance estimate of CFAVOICE’s costs resulting from Customer’s late payments and non-payments, and is set in advance due to the difficulty inherent in determining the costs associated with any particular late payment or non-payment. CFAVOICE does not anticipate that Customer will fail to make payments on a timely basis. CFAVOICE does not extend credit to its Customer, and the administrative charge is not interest, a credit service charge nor a finance charge. In the event CFAVOICE at its sole discretion, elects to use the services of a third-party collection agency, the costs of such third-party collection agent shall be paid by the Customer.

4.6 Price Changes: CFAVOICE has the right to change its Fixed Service Fee and Usage Fees at any time and upon thirty (30) days advance notice unless otherwise stated in the Service Quote.

4.7 Credit Inquiries: Customer authorizes CFAVOICE to make inquiries and to receive information about Customer’s credit experience from others, enter this information in Customer’s file, and disclose such information concerning Customer to appropriate third parties for reasonable business purposes. CFAVOICE reserves the right, in its sole discretion, to refuse to provide Service based upon lack of creditworthiness, or in the alternative to require a security deposit that will be returned to Customer, without interest thereon, upon the expiration or termination of Services assuming all amounts due CFAVOICE have been paid in full. CFAVOICE shall have the right to offset against the security deposit, in part or in full, for any amounts due CFAVOICE.

5. CUSTOMER CONDUCT

5.1 Prohibited Uses: Customer shall not use the Service, directly or indirectly;

5.1.1 for any unlawful purposes; use of the Service for transmission or storage of any information, data or material in violation of any United States federal, state or local regulation or law is prohibited, such limitation shall include, without limitation, posting or disseminating content which is obscene, unlawful, threatening, defamatory, or infringes upon the intellectual property rights of any third party;

5.1.2 to post, transmit or disseminate objectionable information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law or regulation;

5.1.3 to access any other person’s computer, software or data without the knowledge and consent of such person;

5.1.4 to upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright orother proprietary rights without obtaining permission from the owner(s);

5.1.5 to service, alter, modify or tamper with the or Service or permit any other person to do the same unless such person is authorized, in writing, by CFAVOICE to do so;

5.1.6 to restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the Service, including, without limitation, posting or transmitting any information or software which contains a virus or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to send or retrieve information;

5.1.7 to knowingly disrupt the Service;

5.1.8 to resell the Service or otherwise charge others to use the Service.

5.1.9 to connect the SIP gateway to any computer outside of Customer’s Premises;

5.1.10 to allow or provide access to adult content material to anyone under the age of 18 years.

5.1.11 Fair Usage Policy: Calls to phones and mobile calls are included in your subscription subject to a fair usage limit of 2,500 minutes per subscriber line (sip trunk or hosted extension) per month.  Once these limits are exceeded CFAVOICE may charge $0.029 per minute of overage for any additional minutes used. CFAVOICE reserves the right to change this fair usage policy at any time. Your continued use of your subscription shall constitute your acceptance to be bound by the terms and conditions of the CFAVOICE fair usage policy.

Subscriptions are for individual use only. Each subscription is to be used by one person only and is not to be shared with any other user (whether via a PBX, call center, computer or any other means).

International rates (outside the U.S. and Canada) are charged at the rates stated on our international rate deck and subject to change at any time.

5.1.12 Call Flooding: To protect the integrity if its network, CFAVOICE may in its reasonable discretion, and without liability for damages of any type to Customer, or its affiliates, temporarily block duplicate or repeated numbers dialed in succession, where CFAVOICE considers the number of attempts to be potentially harmful to the network.

5.2 Termination: CFAVOICE reserves the right to immediately terminate this Agreement and the Service if Customer engages in any of the activities listed in Section 5.1 above or if Customer uses the Service contrary to any other CFAVOICE policy. Copies of such policies may be posted online at www.CFAVOICE.com. This Section 5.2 shall in no way limit CFAVOICE’S rights of termination pursuant to Section 7.2 of this Agreement. Customer agrees to indemnify, defend and hold harmless CFAVOICE against all claims and expenses (including reasonable attorneys’ fees) resulting from Customer’s use of the Services, including, without limitation, the activities listed in Section 5.1 above, or from any other violation of CFAVOICE policies by Customer. This provision shall survive the expiration or other termination of this Agreement.

6. SERVICE INTERRUPTIONS

6.1 Prorated Credit: Except as otherwise required by law, Customer is entitled to a prorated credit upon request only in the event of a complete failure of the Service due to technical malfunction of the system or network operated by CFAVOICE for a period of twenty-four (24) consecutive hours or more. To obtain a credit, Customer must request a credit in writing to CFAVOICE within thirty (30) days of the failure. Credits shall be applied against future fees payable by Customer for the Service.

6.2 Force Majeure: CFAVOICE shall have no liability, including as set forth in this Section, for interruption of the Service due to circumstances beyond CFAVOICE’s control, including, without limitation, acts of God, flood, natural disaster, regulation or governmental acts, fire, civil disturbances, strike or weather.

7. AUTOMATIC RENEWAL AND TERMINATION

7.1 Termination by Customer: The term of this Agreement shall be as stated in the Services Quote beginning on the date of installation and shall automatically renew for a period equal to the initial term on each anniversary unless written notice of cancellation is received by CFAVOICE sixty (60) days prior to the end of each term. For all other Services billed by a Fixed Service Fee, Customer may only terminate prior to the end of the Term stated in the Services Quote by giving written notice to CFAVOICE and by payment of a fixed service fee termination amount equal to the number of months remaining in the term times the amount of the monthly Fixed Service Fee (“Fixed Service Fee Termination Amount”). All such types of termination fees described herein shall collectively or individually be known as Termination Fee(s). ANY TERMINATION NOTICE RECEIVED BY CFAVOICE WHICH IS NOT ACCOMPANIED BY THE PAYMENT OF THE APPLICABLE TERMINATION FEE SHALL BE NULL AND VOID;

7.2 Termination by CFAVOICE: CFAVOICE may terminate this Agreement immediately should Customer violate any of the terms of this Agreement. CFAVOICE may also terminate this Agreement for any other reason by providing Customer with written notice of such termination no later than thirty (30) days before the date of termination. In the event that CFAVOICE terminates this Agreement for any reason other than Customer’s violation of the provisions of Section 5.1, Service Fees and other charges will continue to accrue through the date of termination, but all prepaid Fixed Service Fees, Usage Fees and charges for cancelled Service will be refunded. If termination is due to violation of the provisions of Section 5.1, the termination amount will be equal to the number of months remaining in the term times the amount of the monthly Fixed Service Fee;

7.3 Customer Obligations: Customer agrees that upon termination of this Agreement;

7.3.1 Customer will pay CFAVOICE in full for Customer’s use of the Service up to the later of (i) the effective date of termination of this Agreement or (ii) the date on which the Service has been disconnected and returned to CFAVOICE. Customer agrees to pay CFAVOICE on a prorated basis for any use by Customer of the Service for a part of a month;

7.4 Retention of Rights: Nothing contained in this Agreement shall be construed to limit CFAVOICE’s rights and remedies available at law or in equity.

7.5 Survival: The terms set forth in Sections 2,3, and 4 shall survive the termination of this Agreement.

8. CONTENT

There may be some content on the Internet or otherwise available through the Service which may be offensive to some individuals or which may not be in compliance with all local, state, or federal laws, regulations, and other rules. CFAVOICE assumes no responsibility for the content contained on the internet or otherwise available through the Service. All content accessed by the Customer through the Service is accessed and used by the Customer at Customer’s own risk and CFAVOICE and each of its representatives, affiliates, subcontractors, employees, and agents, shall have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings arising out of or otherwise relating to access to such content by the Customer or the Customer’s employees, affiliates, agents, or representatives. CFAVOICE specifically disclaims any responsibility for the accuracy, quality, and confidentiality of information obtained through the Service.

9. USERS

Customer acknowledges that Customer is executing this Agreement on behalf of all persons who use the Service through Customer’s computer(s), phone systems, PBXs and other telecommunications equipment. Customer shall have sole responsibility for ensuring that all such other users understand and comply with the terms and conditions of this Agreement. Customer further acknowledges and agrees that Customer is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement whether such breach is the result of use of the Service by Customer or any other user of Customer’s computer(s), phone systems, PBXs and other telecommunications equipment. Customer agrees to indemnify, defend and hold harmless CFAVOICE against all claims and expenses (including reasonable attorneys’ fees) arising out of the use of the Service by any other user of Customer’s computer(s), phone systems, PBXs and other telecommunications equipment.

10. LIABILITY

10.1 Exclusions: UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR OTHERWISE PROHIBITED BY LAW, NEITHER CFAVOICE, IT’S OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR ANY OWNER OR MANAGER OF THE BUILDING OR LAND IN WHICH CUSTOMER’S PREMISES IS LOCATED SHALL HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR:

10.1.1 ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, THE USE OF THE SERVICE BY CUSTOMER INCLUDING, WITHOUT LIMITATION, ANY DAMAGE RESULTING FROM OR ARISING OUT OF CUSTOMER’S RELIANCE ON OR USE OF THE SERVICE OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF THE SERVICE; OR

10.1.2 ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE SERVICE INFRINGES UPON THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.

10.2 Application: The liability limitations set forth in this Section 10 apply to the acts, omissions and negligence of CFAVOICE (and its officers, directors, employees, agents, contractors and representatives) which, but for this provision, would give rise to a cause of action in contract, tort or any other legal doctrine. However, the liability limitations set forth in this Section 10 shall apply to liability for personal injury or death only to the extent applicable law does not prohibit such limitation.

10.3 No Third Parties: No third-party owner or manager of Customer’s building or land is a party to this Agreement. Thus, no such owner or manager shall be responsible for, nor shall be liable for, the quality of the Service.

10.4 Sole Remedies: Customer’s sole and exclusive remedies under this Agreement are as set forth in this Agreement.

11. E911

The Federal Communications Commission (“FCC”) requires that CFAVOICE provide E911 service to all customers who use CFAVOICE Services within the United States. 

11.1 CUSTOMER ACKNOWLEDGES THAT CFAVOICE’S EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL LAND LINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 10 AND CUSTOMER HEREBY AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING CUSTOMER’S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. CFAVOICE WILL PROVIDE CUSTOMER WITH ADVISORY NOTICES REGARDING 911 EMERGENCY DIALING AND REQUEST ACKNOWLEDGMENTS FROM CUSTOMER. CUSTOMER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT CFAVOICE HAS ADVISED CUSTOMER OF THE CIRCUMSTANCES UNDER WHICH CFAVOICE E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. CFAVOICE ADVISES CUSTOMER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

11.2 CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.

11.3 CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION PROPERLY IF THERE IS AN INTERRUPTION OR A LACK OF BANDWIDTH OF CUSTOMER’S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.

11.4 CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. CUSTOMER HEREBY WAIVES ALL CLAIMS AGAINST CFAVOICE FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.

11.5 CFAVOICE E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON INTERNATIONAL NUMBERS, TOLL FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. CUSTOMERS, WHO SUBSCRIBE TO CFAVOICE E911 SERVICE, WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (ATA or IP PHONE) WITHIN CFAVOICE’S INITIAL ORDER FORMS, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES, IN WRITING, TO CFAVOICE. CUSTOMER ACKNOWLEDGES THAT CFAVOICE’S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY CFAVOICE WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO CFAVOICE BY CUSTOMER.

11.6 CUSTOMER ALSO ACKNOWLEDGES THAT CFAVOICE E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, AND CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE CFAVOICE’S E911 SERVICES UNSUITABLE FOR SOME CUSTOMERS. BECAUSE EACH CUSTOMER’S CIRCUMSTANCES MAY VARY WIDELY, CUSTOMERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON CFAVOICE E911 SERVICE. CUSTOMER ACKNOWLEDGES THAT IT IS CUSTOMER’S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET CUSTOMER’S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH CFAVOICE E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:

** CFAVOICE E911 SERVICE WILL NOT FUNCTION IF CUSTOMER’S ATA OR IP PHONE OR SOFTPHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF CUSTOMER’S CFAVOICE SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, CUSTOMER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE CFAVOICE SERVICE, INCLUDING FOR E911 PURPOSES.

** AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY CHANGE OF AND UPDATE TO CUSTOMER’S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO CFAVOICE’S NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.

** THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING CFAVOICE E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE CFAVOICE E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE CFAVOICE NETWORK, THERE IS A POSSIBILITY THAT A CFAVOICE E911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.

** IF A CUSTOMER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE CFAVOICE EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, CFAVOICE E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.

11.7 CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT CFAVOICE WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING CFAVOICE OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CFAVOICE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.

12. INDEMNIFICATION

Indemnification Obligation. Customer shall defend (with counsel reasonably acceptable to CFAVOICE), indemnify and hold harmless CFAVOICE and CFAVOICE’s officers, directors, employees, agents, contractors and representatives from and against any and all claims and expenses, including reasonable attorneys’ fees).

13. PRIVACY POLICY

Customer agrees that CFAVOICE and/or its agents may, from time to time, collect information regarding Customer’s use of the Service and activities on the internet. Customer agrees that such information may be shared with third parties provided that (i) CFAVOICE does not disclose any personally identifiable information to others except, as allowed by law and (ii) otherwise complies with applicable privacy laws. Customer expressly grants CFAVOICE the right to disclose information relating to Customer and/or Customer’s account in response to a subpoena issued in a civil or criminal investigation, litigation, court order or a civil investigation by a governmental entity.

14. FRAUDULENT CALLS

In the event Customer connects the Services to the public switched network, Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and CFAVOICE shall have no liability therefore. Customer is solely responsible for payment of long distance, toll and other telecommunications charges incurred through use of the Services being provided hereunder. Customer shall indemnify and hold CFAVOICE harmless from all costs, expenses, claims or actions arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused from paying CFAVOICE for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event CFAVOICE discovers fraudulent calls being made, nothing contained herein shall prohibit CFAVOICE from taking immediate action, without notice to Customer that is reasonably necessary to prevent such calls from taking place. Notwithstanding, it is understood that CFAVOICE is under no obligation to investigate the authenticity of calls charged to Customer’s account and shall not be liable for any fraudulent calls processed by CFAVOICE and billed to Customer’s account.

15. NOTICES

15.1 Controlling Law; Venue: The validity, performance, and interpretation of this Agreement will be governed and construed in accordance with the laws of the United States and the State of New Jersey, without regard to its conflicts of law provisions. The parties will voluntarily appear before and hereby consent and submit to the exclusive jurisdiction of the state and federal courts located in New Jersey. If any dispute, litigation, or other action arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

15.2 Notices: All notices permitted or required under this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally, (ii) by commercially established courier service upon delivery or, if the courier attempted delivery on a normal business day and delivery was not accepted, upon attempted delivery, (iii) by facsimile transmission when confirmed by facsimile transmission, or (iv) by certified or registered mail, return receipt requested, ten (10) calendar days after deposit in the mail. Such notices shall be sent to the addresses set in the Services Quote or such other address as a party hereto shall notify the other party of in writing.

If to CFAVOICE, LLC:

558 Anderson Ave.

Cliffside Park, NJ 07010

Telephone: 201-905-2266

Email: info@cfavoice.com 

Attention: For Billing Notices- Billing Department, For Legal Notices – Legal Department

15.3 Counterparts: This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

15.4 Headings: The headings in this Agreement are inserted for convenience and do not constitute a part of the Agreement, nor modify or limit any of the terms.

15.5 Waiver; Amendment; Modification: No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by the party against whom such waiver or consent is asserted. The waiver by either party of, or consent of either party to, a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing.

15.6 Enforceability of Provisions: To the extent any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable, such provision or portion shall be severed or deleted from this Agreement or limited so as to give effect to the intention of the parties insofar as possible. The invalidity or unenforceability of any provision or portion hereof shall not affect the validity or enforceability of any other provision or this Agreement as a whole.

15.7 Assignment: CFAVOICE may assign its rights and obligations under this Agreement to any party without the consent of Customer. Customer may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of CFAVOICE.

15.8 Entire Agreement: This Agreement, including the Services Quote and attachments hereto, constitutes the entire agreement between the parties regarding its subject matter. This Agreement supersedes all prior proposals, agreements or other communications between the parties, oral orwritten, regarding such subject matter. No other representation, warranty, term or condition, other than as expressly set forth in this Agreement, shall be binding on.