LivVoIP.com, Inc. Terms and Conditions

Terms and Conditions
PLEASE READ THIS TERMS AND CONDITIONS (THE
“AGREEMENT”) CAREFULLY. BY CLICKING “I AGREE,” YOU ARE AGREEING TO
THIS AGREEMENT ON BEHALF OF THE ENTITY ON WHO’S BEHALF YOU ARE
SETTING UP AN ACCOUNT (THE “CUSTOMER”). YOUR AGREEMENT TO THIS
AGREEMENT WILL BE AN AGREEMENT BETWEEN THE CUSTOMER AND
LIVVOIP.COM, INC. (“LIVVOIP.COM”). YOU REPRESENT AND WARRANT TO
LIVVOIP.COM THAT YOU HAVE AUTHORITY TO BIND CUSTOMER TO THIS
AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, YOU ARE NOT AUTHORIZED TO USE LIVVOIP.COM. THIS
AGREEMENT IS SUBJECT TO CHANGE FROM TIME TO TIME AS DETERMINED BY
LIVVOIP.COM IN ITS SOLE DISCRETION. MODIFIED AND/OR UPDATED VERSIONS
OF THIS AGREEMENT WILL BE POSTED AT WWW.LIVVOIP.COM/LEGAL/
CUSTOMER SHOULD CHECK WWW.LIVVOIP.COM/LEGAL/ REGULARLY FOR
MODIFIED AND/OR UPDATED VERSIONS OF THIS AGREEMENT. LIVVOIP.COM
WILL PROVIDE CUSTOMER NOTICE OF ANY MATERIAL CHANGES TO
LIVVOIP.COM, LIVVOIP.COM SERVICES AND/OR THIS AGREEMENT. EXCEPT AS
OTHERWISE DETERMINED BY LIVVOIP.COM, MODIFIED AND/OR UPDATED
VERSIONS OF THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY UPON
POSTING; MODIFIED AND/OR UPDATED VERSIONS OF THIS AGREEMENT WILL BE
IDENTIFIED BY THE DATE, MONTH AND YEAR THEY BECOME EFFECTIVE.
DEFINITIONS:
“911 Services” means functionality that allows End Users to contact emergency services by dialing the digits 9-1-1.
“AAA” will have the meaning ascribed to such term in Section 20 below.
“Account Administrator” means Customer’s Administrator who has access to (and is authorized to) modify Customer’s billing
and other similar account information via LivVoIP.com Manager. For clarity, only one (1) Administrator will serve as
Customer’s Account Administrator.
“Administrator” means a person (or persons) authorized to act on behalf of Customer, who is/are responsible for the
administration and management of the use of LivVoIP.com and any applicable LivVoIP.com Services by Customer and
Customer’s End Users.
“ANI” means automatic number identification.
“AUP” means LivVoIP.com’s Acceptable Use Policy, which is posted at www.LivVoIP.com/legal/, as modified by LivVoIP.com
from time to time in LivVoIP.com’s sole discretion.
“Basic 911 Service” means the ability to route an emergency call to the designated entity authorized to receive such calls serving
Customer’s Registered Address. With Basic 911 Service, the emergency operator answering an emergency call will not have
access to the caller’s telephone number or address information unless the caller provides such information verbally during the
emergency call.
“Confirmed Port Date” means the date upon which Customer’s pre-existing voice provider agrees to port a number(s) to
LivVoIP.com.
“Contact Us Plus” means LivVoIP.com software that, when installed by Customer, permits click-to-call (and click-to-email)
functionality from Customer’s web site when used in connection with LivVoIP.com.
“CPE” means equipment located (or to be located) at Customer’s premise(s). CPE does not include Mobile Devices (as defined in
any applicable Supplement).
“Customer Equipment” means any internal wiring or extensions, required conduit, facilities, power or other similar infrastructure,
systems, equipment, software and networks used in connection with LivVoIP.com and/or any applicable LivVoIP.com Services.
“DID/DOD” means a telephone number assigned by LivVoIP.com to Customer (or that Customer ports to LivVoIP.com pursuant
to the terms and conditions of this Agreement) for use by Customer in connection with LivVoIP.com and/or any applicable
LivVoIP.com Services.
“Directory Listings” (or “411”) means the listing of a Customer’s telephone number in the telephone directory for an applicable
market.
“Electronic Tools” means online access, application programming interface (API), or access by any other means, to a service
ordering/management system to access or manage Customer’s use of LivVoIP.com and/or any applicable LivVoIP.com Services.
“Enhanced 911 Services” or “E911 Services” means the ability to route an emergency call to the designated entity authorized to
receive such calls, which in many cases is a PSAP serving Customer’s Registered Address, and to deliver the End User’s
telephone number and Registered Address information automatically to the emergency operator answering the emergency call.
“ELS” means an Enhanced Local Service DID; ELS DIDs require a Registered Address and provide two way calling capabilities,
an LCA, and additional features such as 911 Services and Directory Listings.
“End User” means an individual who Customer assigns a DID/DOD (or an extension associated with such a DID/DOD) for use
in connection with LivVoIP.com and/or any applicable LivVoIP.com Services pursuant to this Agreement and/or an individual
who uses Customer’s LivVoIP.com Services.
“Escalation Notice” will have the meaning ascribed to such term in Section 20 below.
“Hosted” means telephony features provided by LivVoIP.com and/or any applicable LivVoIP.com Services which are delivered
via the Internet by servers owned, operated and/or controlled by LivVoIP.com.
“ILEC” means incumbent local exchange carrier.
“Intellectual Property” means patents, pending patent applications, designs, trademarks and/or trade names (whether registered or
unregistered), copyrights and related rights, database rights, know-how, trade secrets and/or confidential information, and all
other intellectual property rights and similar or equivalent rights which currently exist or are recognized in the future, as well as
all applications, extensions and renewals in relation to any such rights.
“International” means anywhere outside of the 48 contiguous United States; for clarity, Alaska, Hawaii and Puerto Rico are
“International.”
“IP” means Internet Protocol.
“LCA” means “Local Calling Area” which is an area containing one or more Rate Centers within which a customer may place a
local call.
“LD” means long distance.
“LNP” means Local Number Portability.
“LOA” means a letter of authorization to authorize the porting of number(s) from Customer’s pre-existing voice provider to
LivVoIP.com. Will be provided when requesting port from another provider.
“Local” means inbound and/or outbound calls within an LCA.
“Mobile Device” means any phone, data card, mobile broadband device, any other device, accessory or other product
LivVoIP.com sells to Customer or that is active on Customer’s account with LivVoIP.com.
“MRC” means monthly recurring charge.
“NADP” means the North American Dialing (or Numbering) Plan.
“NPA” means the area code of a telephone number.
“NPA/NXX” means the area code and exchange, as designated by the NADP, of a telephone number.
“NRC” means non-recurring charge.
“Officers” will have the meaning ascribed to such term in Section 20 below.
“Operator and Directory Assistance” means live or automated operator assistance for the placement of End User calls, listing
services and/or related information.
“Phone System” means any and all hardware and/or software which Customer uses to place or receive telephone calls.
“LivVoIP.com” means certain communication services offered by LivVoIP.com, Inc. from time to time, including, without
limitation, any applicable LivVoIP.com Services made available by LivVoIP.com pursuant to any applicable Supplement and/or
Service Plan and purchased and/or licensed by Customer from time to time, as managed by or through LivVoIP.com Manager.
“LivVoIP.com Manager” means the Electronic Tool provided by LivVoIP.com and established by Customer to purchase, use and
manage LivVoIP.com and/or any applicable LivVoIP.com Services.
“LivVoIP.com Services” means those communication services offered by LivVoIP.com from time to time for use(s) in
connection with LivVoIP.com, including, without limitation LivVoIP.com OnDemand and LivVoIP.com Softphone, which
services will be governed by an applicable supplement to this Agreement to which Customer and LivVoIP.com may from time to
time agree in writing and any applicable Service Plan offered by LivVoIP.com in connection with such services. For clarity,
“LivVoIP.com Services” do not include LivVoIP.com Free or LivVoIP.com Mobile; this Agreement does not apply to the use of
LivVoIP.com Free or LivVoIP.com Mobile (or any Mobile Devices purchased or sold for use with LivVoIP.com Mobile) by any
Customer or any Customer’s End Users.
“PSAP” means Public Safety Answering Point.
“PSTN” means the public switched telephone network.
“Rate Center” means an area within a LCA or Market that is associated with one or more specific NPA/NXX codes.
“Registered Address” means the address(es) provided to LivVoIP.com by Customer: (i) in written format on LivVoIP.com order
forms, if applicable, (ii) as entered into LivVoIP.com Manager by Customer’s Administrator, or (iii) other written
communication by Customer to Customer’s LivVoIP.com sales or post-sales support representative(s) pursuant to this
Agreement, in each case that represents the physical location from which LivVoIP.com (and DID/DODs associated with
LivVoIP.com and/or any applicable LivVoIP.com Services) will be used by Customer and/or Customer’s End Users. Customer
has the sole responsibility for providing to LivVoIP.com, and ensuring acceptance by LivVoIP.com, of the Registered Address
for each physical location from which a DID/DOD associated with LivVoIP.com will be used by Customer.
“RBOC” means Regional Bell Operating Company.
“Regulatory Activity” means any laws, regulations or other similar mandates (including, without limitation, any fees, surcharges
or other like charges imposed or mandated) by any federal, state or other governmental agency at any time.
“RMA” means a Return Materials Authorization.
“Service Activation Date” means, with respect to any applicable LivVoIP.com Service, except as may be provided in any
applicable Supplement, the earlier of (i) the date LivVoIP.com deems such LivVoIP.com Service to be activated with respect to
Customer, or (ii) the date Customer actually utilizes such LivVoIP.com Service.
“Service Address” means the address provided to LivVoIP.com by Customer: (i) in written format on LivVoIP.com order forms,
if applicable, (ii) as entered into LivVoIP.com Manager by Customer’s Administrator, or (iii) other written communication by
Customer to Customer’s LivVoIP.com sales or post-sales support representative(s) pursuant to this Agreement, in each case that
represents the physical location of Customer.
“Service Plan” means any applicable plan pursuant to which LivVoIP.com provides LivVoIP.com and/or any applicable
LivVoIP.com Services to Customer, including Customer’s monthly service allotments for minutes, messages and/or data, rates
and other terms.
“Service Term” will mean the period during which any applicable Supplement to this Agreement remains in effect pursuant to
the terms and conditions of any LivVoIP.com Service. For clarity, the “Service Term” will expire and/or terminate immediately
upon the date when all
Supplement(s) to this Agreement entered into pursuant to this Agreement from time to time will have expired and/or terminated
by their terms.
“SIP” is the signaling protocol used between VoIP networks to establish, control and terminate voice calls.
“Toll Free Number” means a telephone number that supports NADP for inbound toll free service (including, but not limited to,
NPAs 800, 866, 877) assigned by LivVoIP.com to Customer (or that Customer ports to LivVoIP.com pursuant to the terms and
conditions of this Agreement) for use by Customer in connection with LivVoIP.com.
“U.S. Domestic” means the 48 contiguous United States; for clarity, Alaska, Hawaii and Puerto Rico are “International.”
“Usage” means call traffic measured in units, usually in minutes or seconds.
“Usage Threshold” means any restrictions or limitations included in this Agreement, any applicable Supplement or in any
applicable Service Plan.
“VoIP” means Voice over IP.
1. LivVoIP.com Overview. So long as Customer is not in default with respect to its obligations pursuant to this Agreement,
LivVoIP.com will provide Customer with LivVoIP.com (and any applicable LivVoIP.com Services) pursuant to the terms of any
applicable Service Plan offered by LivVoIP.com from time to time and purchased and/or licensed by Customer.
LIVVOIP.COM IS A BUSINESS SERVICE PROVIDED FOR USE WITH A PHONE SYSTEM AND IS DESIGNED AND
OFFERED EXCLUSIVELY FOR SMALL TO MEDIUM SIZED BUSINESS USE. CUSTOMER ACKNOWLEDGES AND
AGREES THAT LIVVOIP.COM AND ALL LIVVOIP.COM SERVICES SHALL BE USED STRICTLY AND
EXCLUSIVELY FOR COMMERCIAL USE ONLY BY A BUSINESS ENTITY THAT REQUIRES MULTIPLE LINES
AND/OR EXTENSIONS. NEITHER LIVVOIP.COM NOR ANY LIVVOIP.COM SERVICE IS BEING OFFERED OR
INTENDED FOR ANY NONBUSINESS OR NON-COMMERCIAL USE, NOR FOR USE BY INDIVIDUALS OR FOR
RESIDENTIAL USE. AS A PRODUCT FOR BUSINESS AND COMMERCIAL USE ONLY, LIVVOIP.COM AND
LIVVOIP.COM SERVICES DO NOT INCLUDE CERTAIN FUNCTIONS THAT USERS MAY EXPECT IN A
RESIDENTIAL SERVICE.
LIVVOIP.COM MAY BE USED ONLY FOR LAWFUL, PROPER AND APPROPRIATE PURPOSES AND MAY NOT BE
USED IN ANY WAY THAT IS ILLEGAL, IMPROPER OR INAPPROPRIATE, OR OTHERWISE FAILS TO CONFORM TO
LIVVOIP.COM’S ACCEPTABLE USE POLICY POSTED AT WWW.LIVVOIP.COM/LEGAL/, WHICH IS
INCORPORATED BY REFERENCE HEREIN.
INAPPROPRIATE USES PROHIBITED BY LIVVOIP.COM’S ACCEPTABLE USE POLICY (AS REFERENCED IN
SECTION 16 BELOW) INCLUDE, BUT ARE NOT LIMITED TO: RESALE OR TRANSFER OF LIVVOIP.COM; AUTODIALING;
CONTINUOUS CONNECTIVITY; FAX ROADCAST/BLASTING; TELEMARKETING; PREDICTIVE
DIALING; OR ANY OTHER USE OR ACTIVITY THAT IS INCONSISTENT WITH NORMAL SMALL TO MEDIUM
SIZED BUSINESS USAGE. LIVVOIP.COM RESERVES THE RIGHT TO MEASURE FOR APPROPRIATE USE AND AT
ITS SOLE DISCRETION MAY DETERMINE THAT LIVVOIP.COM HAS BEEN SUBJECT TO INAPPROPRIATE USE. IN
THE EVENT INAPPROPRIATE USE IS DETERMINED, LIVVOIP.COM MAY REQUEST CUSTOMER CHANGE OR
MODIFY THE USE OF LIVVOIP.COM, ANY APPLICABLE LIVVOIP.COM SERVICE AND/OR ANY APPLICABLE
SERVICE PLAN. ADDITIONALLY, LIVVOIP.COM RESERVES THE RIGHT TO IMMEDIATELY TERMINATE
SERVICE AND, IN ADDITION TO ANY AND ALL OTHER APPLICABLE CHARGES UNDER THIS AGREEMENT,
CHARGE A MINIMUM INAPPROPRIATE USE FEE OF $500 AND/OR CHARGE $0.05 PER MINUTE FOR ALL CALLS
MADE DURING SUCH PERIODS OF PROHIBITED USE (PLUS APPLICABLE INTERNATIONAL CHARGES),
WHICHEVER IS HIGHER, AS WELL AS, ALL APPLICABLE AMOUNTS DUE PURSUANT TO THIS AGREEMENT.
2. Emergency Services. CUSTOMER ACKNOWLEDGES AND AGREES THAT 911 SERVICE FOR LIVVOIP.COM
SERVICES ARE DIFFERENT THAN FOR TRADITIONAL WIRELINE SERVICE. CUSTOMER WILL CAREFULLY
REVIEW INFORMATION REGARDING 911 SERVICE PROVIDED IN ANY SUPPLEMENT TO THIS AGREEMENT
ENTERED INTO FROM TIME TO TIME.
CUSTOMER MUST REVIEW AND PROVIDE AFFIRMATIVE ACKNOWLEDGMENT OF THE CUSTOMER NOTICE OF
911 AND E911 SERVICE LIMITATIONS, POSTED AT WWW.LIVVOIP.COM/LEGAL/, PRIOR TO SERVICE
ACTIVATION.
CUSTOMER WILL INFORM ALL OF CUSTOMER’S END USERS (OR OTHER THIRD PERSONS WHO MAY USE
LIVVOIP.COM SERVICES) THAT 911 SERVICE FOR LIVVOIP.COM SERVICES IS DIFFERENT THAN FOR
TRADITIONAL WIRELINE SERVICE. CUSTOMER WILL INFORM ALL OF CUSTOMER’S END USERS (OR OTHER
THIRD PERSONS WHO MAY USE LIVVOIP.COM SERVICES) THAT THEY MAY ACCESS EMERGENCY SERVICES
VIA ANY ADDITIONAL ARRANGEMENTS THAT CUSTOMER HAS MADE AVAILABLE TO ITS END USERS.
CUSTOMER WILL DISTRIBUTE STICKERS CONCERNING 911 LIMITATIONS TO CUSTOMER’S END USERS AND
INSTRUCT END USERS TO ATTACH SUCH LABELS TO ALL DEVICES USED TO MAKE USE OF LIVVOIP.COM
SERVICES.
CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER LIVVOIP.COM, ITS UNDERLYING CARRIER, NOR
ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF
EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES,
MAY BE HELD LIABLE FOR ANY ACTUAL OR ALLEGED CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL
SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF
EMERGENCY SERVICES TO CUSTOMER. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT IT IS
INDEMNIFYING AND HOLDING HARMLESS LIVVOIP.COM FROM ANY ACTUAL OR ALLEGED CLAIM OR
ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN
EMPLOYEE OF THE CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INJURY ARISING OUT
OF MISROUTED 911 CALLS, REGARDLESS OF WHETHER THE CALL WAS ROUTED BY A PUBLIC SAFETY
ANSWERING POINT OR AN OFFICIAL EMERGENCY OPERATOR, IS NEITHER THE FAULT NOR LIABILITY OF
LIVVOIP.COM AND CUSTOMER HOLDS LIVVOIP.COM HARMLESS FROM ANY DAMAGES OR LIABILITIES. THE
LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF
CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.
3. Service Availability. Subject to the terms and conditions of this Agreement, LivVoIP.com and LivVoIP.com Manager will be
available during the Service Term, except in the case of maintenance to the network operated by LivVoIP.com and/or any other
underlying carrier’s network. LivVoIP.com will use commercially reasonable efforts to provide prior notification to Customer via
electronic mail (“email”) (or via LivVoIP.com Manager) regarding any scheduled maintenance to LivVoIP.com, LivVoIP.com
Manager, and/or any applicable LivVoIP.com Services. LivVoIP.com may interrupt its provision of LivVoIP.com, LivVoIP.com
Manager and/or any applicable LivVoIP.com Services, for unscheduled emergency maintenance without notice to Customer from
time to time. LivVoIP.com will use its commercially reasonable efforts to provide LivVoIP.com, LivVoIP.com Manager, and any
applicable LivVoIP.com Services, with minimum disruptions; however, LivVoIP.com cannot guarantee that LivVoIP.com,
LivVoIP.com Manager and/or any applicable LivVoIP.com Services will always function without disruptions, delay or other
imperfections.
4. LivVoIP.com Manager; Related Account Management.
(a) LivVoIP.com Manager enables Customer to purchase and use LivVoIP.com (and any applicable LivVoIP.com
Services). Customer’s Administrator(s) will administer and manage the use of LivVoIP.com (and any applicable LivVoIP.com
Services) by Customer and Customer’s End Users. Customer’s End Users also may be able to manage the use of applicable
LivVoIP.com Services with respect to such End User. Customer will ensure that each of Customer’s Administrator(s) and End
User(s) has read and agrees to comply with this Agreement and any applicable Supplement.
(b) Customer’s Administrator(s) will establish a password to restrict complete access to LivVoIP.com Manager to
Customer’s Administrator(s); only Customer’s Account Administrator will have access to and be authorized to modify
Customer’s billing and other similar account information. Customer’s End User(s) also will establish password(s) to restrict
access to the use of applicable LivVoIP.com Services by such End User(s) to Customer’s Administrator(s) and such End User(s).
Customer will (and will ensure that Customer’s Administrator(s) and End User(s)) take all steps necessary to ensure the security
of any applicable password. If Customer (or Customer’s Administrator(s) or End User(s)) suspects that any password has been
shared or otherwise become known to anyone other than Customer’s Administrator(s) or applicable End User(s), Customer (or
Customer’s Administrator(s) or End User(s)) will immediately change any such password. Customer, Customer’s
administrator(s) and any End Users will not respond to any unsolicited requests for credit card details,
asswords or other data. Customer will be solely responsible for any authorized or unauthorized access to or use of LivVoIP.com
(and any applicable LivVoIP.com Services) and/or LivVoIP.com Manager, including, without limitation, any acts or omissions of
Customer’s Administrator(s) or Customer’s End Users.
(c) Customer will purchase a number of line(s) for Customer’s End Users as provided in any applicable Service Plan.
Customer’s Administrator(s) may allocate to each of Customer’s End Users a telephone number assigned by LivVoIP.com to
Customer (or that Customer ports to LivVoIP.com pursuant to the terms and conditions of this Agreement) for use by such End
User. Customer is solely responsible for all Usage of LivVoIP.com (and any applicable LivVoIP.com Services) by or attributable
to any End User, whether or not authorized by Customer.
5. Service Term. The Service Term will commence on the date that Customer enters into this Agreement with LivVoIP.com and
will continue so long as any applicable Supplement to this Agreement remains in effect pursuant to the terms and conditions of
any applicable LivVoIP.com Service. The Service Term will expire and/or terminate immediately upon the date when all
Supplement(s) to this Agreement entered into pursuant to this Agreement from time to time will have expired and/or terminated
by their terms.
6. No Warranties.
(a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN
CUSTOMER AND LIVVOIP.COM, LIVVOIP.COM, LIVVOIP.COM MANAGER, ANY APPLICABLE LIVVOIP.COM
SERVICE, CONTACT US PLUS AND ANY CPE, EQUIPMENT, MOBILE DEVICES AND/OR RELATED SERVICES
EACH IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER
EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF
LIVVOIP.COM, ITS AFFILIATES, SUPPLIERS AND, IF APPLICABLE, RESELLERS DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING
THE FOREGOING, LIVVOIP.COM, ITS AFFILIATES, SUPPLIERS AND, IF APPLICABLE, RESELLERS DO NOT
WARRANT THAT LIVVOIP.COM (OR ANY FUNCTIONS OF LIVVOIP.COM OR ANY LIVVOIP.COM SERVICES),
CONTACT US PLUS, ANY CPE, EQUIPMENT, MOBILE DEVICES AND/OR RELATED SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT LIVVOIP.COM,
LIVVOIP.COM MANAGER, CONTACT US PLUS OR ANY LIVVOIP.COM SERVICES (OR ANY SERVER THAT
MAKES LIVVOIP.COM, ANY LIVVOIP.COM SERVICES, LIVVOIP.COM MANAGER OR CONTACT US PLUS
AVAILABLE) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LIVVOIP.COM DOES NOT
WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF LIVVOIP.COM,
LIVVOIP.COM MANAGER, ANY LIVVOIP.COM SERVICES OR CONTACT US PLUS IN TERMS OF ITS
CORRECTNESS, ACCURACY, RELIABILITY, UNAUTHORIZED ACCESS BY THIRD PARTIES OR OTHERWISE.
CUSTOMER (AND NOT LIVVOIP.COM) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR
OR CORRECTION. CUSTOMER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR
OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF LIVVOIP.COM, ANY LIVVOIP.COM SERVICES,
LIVVOIP.COM MANAGER AND/OR CONTACT US PLUS IS AT CUSTOMER’S SOLE RISK AND DISCRETION AND
LIVVOIP.COM WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER OR CUSTOMER’S
PROPERTY. CUSTOMER HEREBY EXPRESSLY ASSUMES THE RISK OF ITS OR ITS END USER’S USE OF ANY
INFORMATION TRANSMITTED VIA LIVVOIP.COM OR ANY LIVVOIP.COM SERVICES. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM LIVVOIP.COM, IT’S
EMPLOYEES OR THROUGH OR FROM LIVVOIP.COM, ANY LIVVOIP.COM SERVICE AND/OR LIVVOIP.COM
MANAGER WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. APPLICABLE LAW
MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSION MAY NOT
APPLY.
(b) LIVVOIP.COM WILL HAVE NO OBLIGATION TO DEFEND OR INDEMNIFY CUSTOMER FROM OR
AGAINST ANY THIRD PARTY CLAIMS ALLEGING THAT CUSTOMER’S USE OF LIVVOIP.COM, ANY
LIVVOIP.COM SERVICES, LIVVOIP.COM MANAGER OR CONTACT US PLUS OR THE EXERCISE OF ANY RIGHTS
GRANTED HEREIN INFRINGES ON ANY INTELLECTUAL PROPERTY OF ANY THIRD PARTY. IF A CLAIM IS
MADE, OR IN LIVVOIP.COM’S REASONABLE OPINION IS LIKELY TO BE MADE, AGAINST LIVVOIP.COM,
CUSTOMER OR ANY THIRD PARTY ALLEGING THAT LIVVOIP.COM, ANY APPLICABLE LIVVOIP.COM
SERVICES, LIVVOIP.COM MANAGER, CONTACT US PLUS OR ANY USE THEREOF INFRINGES ANY
INTELLECTUAL PROPERTY OF ANY THIRD PARTY, LIVVOIP.COM MAY, IN LIVVOIP.COM’S SOLE DISCRETION,
TERMINATE THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS PURSUANT TO THIS AGREEMENT.
(c) EXCEPT AS PROVIDED IN ANY WRITTEN AGREEMENT WITH LIVVOIP.COM, LIVVOIP.COM
HAS NO OBLIGATION TO PROVIDE ANY SUPPORT TO CUSTOMER OR ANY END USER WITH RESPECT TO
LIVVOIP.COM,
ANY LIVVOIP.COM SERVICE, LIVVOIP.COM MANAGER AND/OR CONTACT US PLUS. IF CUSTOMER HAS
ENTERED INTO A WRITTEN AGREEMENT WITH LIVVOIP.COM FOR ANY APPLICABLE SUPPORT, LIVVOIP.COM
DOES NOT SUPPORT LIVVOIP.COM BEYOND THE LIVVOIP.COM POINT OF DEMARCATION AS DESCRIBED AT
HTTP://WWW.LIVVOIP.COM.
7. CPE.
(a) If Customer leases CPE from LivVoIP.com: Customer will allow LivVoIP.com reasonable access to the CPE as
required to provide the CPE and/or LivVoIP.com and any applicable LivVoIP.com Services. Customer acknowledges and agrees
that any such leased CPE may be new or recertified. CPE leased by Customer from LivVoIP.com may be covered under a limited
warranty provided by any applicable manufacturer or provider, which LivVoIP.com will extend to Customer without charge to
the extent LivVoIP.com can do so pursuant to LivVoIP.com’s agreements with any applicable manufacturer or provider;
however, LivVoIP.com provides no warranty with respect to any such leased CPE (and/or CPE provider service). Customer will
reimburse LivVoIP.com, on a time and materials basis, for LivVoIP.com’s entire cost to repair and/or replace any such CPE in
the event of (a) misuse, (b) failure to exercise reasonable care, (c) alteration of the original configuration of such CPE by
LivVoIP.com, (d) damage, (e) theft, or (f) disaster. If such CPE requires maintenance not caused by one of the events set out in
the preceding sentence, LivVoIP.com (or its agents) will either arrange to repair such CPE at Customer’s premises or ship an
equivalent pre-configured replacement to Customer. If LivVoIP.com ships replacement CPE to Customer at any time, Customer
will return, at Customer’s cost and expense, the replaced CPE to LivVoIP.com not later than ten (10) days immediately after
Customer’s receipt of the replacement CPE or pay for such replaced CPE. Customer will not receive any compensation or credit
for any downtime or outages associated with the replacement or repair of any such CPE. Upon expiration or termination of this
Agreement for any reason, Customer will return, at Customer’s cost and expense, to LivVoIP.com any leased CPE not later than
ten (10) days immediately after the expiration or termination of this Agreement. Customer is responsible for all risk of loss and
damage to CPE being shipped to LivVoIP.com pursuant to this Section 7(a). If Customer fails to timely return such leased CPE
in good working condition to LivVoIP.com, LivVoIP.com will charge Customer for the cost of such leased CPE. If Customer
terminates any applicable lease of any CPE prior to the expiration or termination of any applicable term, in addition to any
amounts otherwise due and payable pursuant to the terms and conditions of such lease, LivVoIP.com may charge Customer a
restocking fee equal to twenty percent (20%) of the original purchase price of such leased CPE.
(b) If Customer purchases CPE from LivVoIP.com: CPE purchased by Customer from LivVoIP.com may be covered
under a limited warranty provided by any applicable manufacturer or provider, which LivVoIP.com will extend to Customer
without charge to the extent LivVoIP.com can do so pursuant to our agreements with any applicable manufacturer or provider;
however, LivVoIP.com provides no warranty with respect to any such purchased CPE (and/or CPE provider service). All sales of
CPE purchased by Customer from LivVoIP.com are final; provided, however, if Customer receives purchased CPE that is
damaged or nonfunctional upon arrival, (i) within ten (10) days of receipt of such damaged or nonfunctional CPE, Customer must
notify LivVoIP.com via email to Customer Care at info@LivVoIP.com to request an RMA; (ii) LivVoIP.com only will accept
returns of any such damaged or nonfunctional products within thirty (30) days of the date of the shipment to Customer by
LivVoIP.com; (iii) any such damaged or nonfunctional CPE timely returned to LivVoIP.com by Customer must be fully
complete, including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards,
accessories and any other documentation included with the original shipment to Customer; (iv) LivVoIP.com will not accept CPE
returned in used or altered condition; (v) Customer is solely responsible for all costs and expenses connected to the shipment to
LivVoIP.com of any such damaged or nonfunctional products shipped to LivVoIP.com pursuant to this Section 7(b); (vi)
Customer is responsible for all risk of loss and damage to products being shipped to LivVoIP.com pursuant to this Section 7(b);
and (vii) if LivVoIP.com determines that the CPE operates within manufacturer specifications upon return pursuant to any
applicable RMA, the affected CPE will be returned to Customer at Customer’s sole cost and expense and the sale of such CPE
will remain final.
8. Billing and Payment. LivVoIP.com will bill Customer, and Customer will pay, for LivVoIP.com and any applicable
LivVoIP.com Services at the rates stated in any applicable Service Plan, as well as any other charges or amounts as described in
this Agreement or any applicable Supplement. Bills and/or charges will include all applicable federal, state, and local taxes; all
such taxes, and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees, surcharges and
miscellaneous fees, including but not limited to regulatory fees such as Universal Service Fund (“Taxes” and “Fees” or together
“Taxes and Fees”), whether or not charged to or against LivVoIP.com , will be payable by Customer. However, if Customer
provides proof of its exempt status for a specific Tax or Fee, LivVoIP.com will not charge the applicable Tax or Fee due to such
exemption. If applicable, Customer will supply LivVoIP.com a valid and properly executed tax exemption certificate(s) in the
form of an email (with supporting attachments) sent to info@LivVoIP.com with “Notice of Tax Exempt Status” in the subject
line of the email. In such cases Customer remains responsible for, and agrees to pay, any and all remaining non-exempt Taxes
and Fees; tax exemption status validation is solely the responsibility of Customer and LivVoIP.com will not be obligated to
consider any retroactive tax exemption. LivVoIP.com will commence billing for all MRC and any other charges pursuant to this
Agreement or any applicable Supplement on any applicable Service Activation Date. Except as expressly provided in any
applicable Supplement, the MRC applicable to any applicable LivVoIP.com Service for the calendar month immediately
following the applicable Service Activation Date (and any then applicable NRC) will be billed upon the Service Activation Date.
If applicable, the MRC applicable to any applicable LivVoIP.com Service for the first partial calendar month immediately
following the applicable Service Activation Date will be pro-rated and billed accordingly. Thereafter, the applicable MRC for
each calendar month (and any applicable NRC) will be billed on or about the first day of such calendar month. Any applicable
Usage charges are billed after the actual calls and Usage has occurred in accordance with the terms and conditions of this
Agreement, any applicable Supplement and any applicable Service Plan. Time is of the essence with respect to any amounts due
or payable pursuant to this Agreement. After fifteen (15) days of non-payment, all fees will accrue interest at a rate of one and
one-half percent (1.5%) per month or any part thereof, or the highest rate allowed by applicable law, and Customer will pay all
collection costs incurred by LivVoIP.com (including, without limitation, reasonable attorney’s fees). If, at any time after any
applicable due date for any applicable bill, Customer has failed to make satisfactory payment as determined by LivVoIP.com,
LivVoIP.com may give Customer written notification (by email or otherwise), that Customer has committed a material breach of
this Agreement and/or any applicable Supplement. Except upon the occurrence of a serious material breach, as determined by
LivVoIP.com in its sole discretion, LivVoIP.com will provide the “Notification of Material Breach” at least five (5) business
days prior to LivVoIP.com’s suspension or termination of LivVoIP.com and/or any applicable LivVoIP.com Service for such
Customer. Customer must pay all outstanding amounts payable to LivVoIP.com pursuant to this Agreement within such five (5)
business day period to avoid suspension or termination of LivVoIP.com and/or any applicable LivVoIP.com Service. If
LivVoIP.com terminates LivVoIP.com or any applicable LivVoIP.com Service for such Customer due to non-payment pursuant
to this Agreement, then, in addition to any other amounts then due and payable by Customer to LivVoIP.com, Customer also will
be obligated to pay to LivVoIP.com the fees described in this Agreement or pursuant to any applicable Supplement and/or
Service Plan. Upon the occurrence of a serious material breach, as determined by LivVoIP.com in its sole discretion,
LivVoIP.com may immediately suspend or terminate LivVoIP.com and/or any applicable LivVoIP.com Service for such
Customer. LivVoIP.com may, at any time and in its sole discretion: (i) require a security deposit to continue provisioning
LivVoIP.com or any applicable LivVoIP.com Service to Customer pursuant to this Agreement, if Customer’s level of approved
credit, as determined by LivVoIP.com in its sole discretion, is deemed insufficient, as determined by LivVoIP.com in its sole
discretion; (ii) change payment terms, billing cycle, and/or any applicable due date(s); (iii) demand immediate payment by wire
or other means and discontinue LivVoIP.com or any applicable LivVoIP.com Service for Customer without notice to Customer if
LivVoIP.com determines Customer’s Usage exceeds Customer’s level of approved credit, as determined by LivVoIP.com in its
sole discretion; and/or (iv) immediately block Customer’s access to or use of LivVoIP.com or any applicable LivVoIP.com
Service if a Customer’s pre-paid balance is depleted or is at a level that cannot cover Customer’s estimated traffic during the time
required for Customer to replenish their prepaid balance, or Customer otherwise refuses to make any reasonably requested
payments. LivVoIP.com retains the right to bill, including, without limitation, amend or correct any bill previously issued, for
any applicable LivVoIP.com Service provided pursuant to this Agreement, for a period of up to twelve (12) months, commencing
from the date of the provision of any applicable LivVoIP.com Service(s) to Customer. LivVoIP.com will retain such billing
rights for such twelve (12) month period notwithstanding any prior billing to Customer for the same period(s) and regardless of
any otherwise conflicting billing conditions in this Agreement. For the duration of such twelve (12) month period, LivVoIP.com
will not be deemed to have waived any rights with regard to billing for any applicable LivVoIP.com Service provided pursuant to
this Agreement during such period, nor will any legal or equitable doctrines apply, including estoppel or laches. Unpaid bills
and/or charges may be sent to third party collection agencies.
Additional terms that apply if Customer has authorized payment by credit card or debit card pursuant to any applicable
Supplement or Service Plan: Customer agrees that all payments by Customer will be made to LivVoIP.com via credit or debit
card. LivVoIP.com may change the types of cards accepted by LivVoIP.com at any time in its sole discretion. Customer is solely
responsible for the use of the account from which payment is made. If Customer provides an account number that LivVoIP.com
accepts for payment, Customer authorizes LivVoIP.com to charge all amounts Customer owes, then or later, to that account and
to demand immediate payment from the card issuer. Customer also agrees to pay, pursuant to the terms of Customer’s agreement
with Customer’s card issuer, the amounts charged to such account. Each time Customer or Customer’s End Users uses
LivVoIP.com and/or any applicable LivVoIP.com Service, Customer reaffirms that LivVoIP.com is authorized to charge
Customer’s credit or debit card. Customer authorizes LivVoIP.com to charge purchases made online to the account supplied by
Customer to LivVoIP.com. Customer is solely responsible to notify LivVoIP.com promptly if the card information that Customer
previously provided to LivVoIP.com is no longer accurate. Customer acknowledges that, if Customer’s card is rejected, or
payments are disputed, LivVoIP.com may terminate this Agreement and/or any applicable Supplement, LivVoIP.com Services
and/or Service Plan until payments are resumed and received or disputes have been finally resolved. Customer acknowledges that
LivVoIP.com may not be able to distinguish between credit and debit cards. While LivVoIP.com may send Customer messages
about Customer’s billing, LivVoIP.com is not obligated to do so and may change or cease its messages at any time.
Additional terms that apply if Customer has authorized payment by automatic clearing house pursuant to any applicable
Supplement or Service Plan: Customer agrees that all payments by Customer will be made to LivVoIP.com via automatic
clearing house. Customer is solely responsible for the use of the account from which payment is made. If Customer provides an
account number that LivVoIP.com accepts for payment, Customer authorizes LivVoIP.com to charge all amounts Customer
owes, then or later, to that account and to demand immediate payment from Customer’s bank. Customer also agrees to pay,
pursuant to the terms of Customer’s agreement with Customer’s bank, the amounts charged to such account. Each time Customer
or Customer’s End Users uses LivVoIP.com and/or any applicable LivVoIP.com Service, Customer reaffirms that LivVoIP.com
is authorized to charge Customer’s account via automatic clearing house. Customer authorizes LivVoIP.com to charge purchases
made online to the account supplied by Customer to LivVoIP.com. Customer is solely responsible to notify LivVoIP.com
promptly if the account information that Customer previously provided to LivVoIP.com is no longer accurate. Customer
acknowledges that, if Customer’s automatic clearing house payment does not clear, or payments are disputed, LivVoIP.com may
terminate this Agreement and/or any applicable Supplement, LivVoIP.com Services and/or Service Plan until payments are
resumed and received or disputes have been finally resolved. While LivVoIP.com may send Customer messages about
Customer’s billing, LivVoIP.com is not obligated to do so and may change or cease its messages at any time.
9. Billing Disputes. If Customer disputes any amounts charged to Customer by LivVoIP.com pursuant to this Agreement,
Customer will pay in full all charges billed by any applicable due date and thereafter submit written notification, within thirty
(30) calendar days of the date of the disputed charges, in the form of an email sent to info@LivVoIP.com with “Notice of Billing
Dispute” in the subject line of the email. Such email notification must include Customer’s complete contact information, the
specific dollar amount in dispute, detailed supporting calculations and reasons for the dispute, and any supporting documentation,
if available, in the body of or attached to, the email. LivVoIP.com will respond to Customer, in writing, within thirty (30)
calendar days immediately after receipt of from Customer of any such notice of billing dispute. Any dispute resolved in favor of
Customer will be credited as appropriate to the next bill issuable by LivVoIP.com pursuant to this Agreement, including any
applicable Supplement. If LivVoIP.com determines that any disputed amounts are correct as billed pursuant to this Agreement,
including any applicable Supplement, LivVoIP.com will notify Customer in writing that the charges have been deemed valid and
legitimate, and the dispute will be considered resolved by both parties; if, for any reason, any amount(s) remain due from
Customer related to such dispute, then all such amounts will be due and payable immediately. LivVoIP.com reserves the right to
deny or delay any and all billing disputes and/or credits if Customer’s account is in arrears or otherwise not in good standing.
10. Resumption of Service. If Customer requests the restoration of any applicable LivVoIP.com Service to such Customer after a
suspension or termination, LivVoIP.com has the sole and absolute discretion to restore any applicable LivVoIP.com Service to
such Customer and may condition restoration upon satisfaction of such conditions as LivVoIP.com determines necessary,
including, without limitation, Customer’s execution or delivery of a new agreement, payment of all past due amounts in full,
completion of LivVoIP.com’s credit approval process, and/or the making of advance payments. Additional NRC also may apply.
11. Material Breach; Termination for Material Breach; Effect of Termination for Material Breach. LivVoIP.com or
Customer may terminate this Agreement and, in the case of LivVoIP.com, any or all LivVoIP.com Services and/or Contact Us
Plus provided hereunder, upon the occurrence of a material breach that is not cured within thirty (30) days following the delivery
of written notice specifying said breach; provided, however, LivVoIP.com may terminate this Agreement and/or any or all
LivVoIP.com Services and/or Contact Us Plus provided hereunder for such Customer immediately upon a serious material
breaches, as determined by LivVoIP.com in its sole discretion. For clarity, a breach, material breach and/or serious material
breach with respect to any LivVoIP.com Service and/or Contact Us Plus will constitute a breach, material breach and/or serious
material breach, as the case may be, with respect to all LivVoIP.com Services, as determined by LivVoIP.com in its sole
discretion. Such notice from Customer must be in the form of an email sent to info@LivVoIP.com, with “Notice of Material
Breach” in the subject line of the email and Customer’s complete contact information, detailed explanation, and any supporting
documentation, if available, in the body of or attached to, the email. Such notice from LivVoIP.com will be in the form of an
email to Customer. In the event of an uncured material breach by LivVoIP.com, this Agreement and Customer’s access to and
use of any or all LivVoIP.com Services and Contact Us Plus provided hereunder will terminate without further liability to
Customer; provided, however, Customer will remain responsible for: (a) any amounts due pursuant to this Agreement incurred
prior to such termination, and (b) any NRC previously waived by LivVoIP.com. In the event of an uncured material breach by
Customer, including, without limitation, any asserted termination of this Agreement prior to the expiration of any applicable
Service, the following fees will apply, which Customer acknowledges and agrees are customary and reasonable and do not
constitute a penalty or premium: (a) any amounts due pursuant to this Agreement incurred prior to such termination, (b) any
amounts due pursuant to any applicable Supplement and/or Service Plan with respect to any applicable LivVoIP.com Service,
including, without limitation, the total of any applicable monthly minimum commitments for any LivVoIP.com Services
provided hereunder (including, without limitation, any Usage) for the remainder of the applicable Service Term and any other
fees included in any applicable Supplement and/or Service Plan, and (c) any NRC previously waived by LivVoIP.com. If
Customer authorizes another carrier to transfer a number away from LivVoIP.com, such authorization will be considered a
request by Customer to terminate all LivVoIP.com Services associated with that number.
12. Termination by LivVoIP.com. In addition to any other right that LivVoIP.com may have to terminate or suspend this
Agreement, if LivVoIP.com determines, in its sole discretion, that Customer’s ongoing use of LivVoIP.com, any or all
LivVoIP.com Services, and/or the specific method or technology utilized by Customer places the network operated by
LivVoIP.com, other customers, partners or the overall business(es) of each in jeopardy, LivVoIP.com reserves the right to
terminate this Agreement (and/or any applicable Supplement) and Customer’s access to LivVoIP.com, any or all LivVoIP.com
Services and/or Contact Us Plus immediately and without notification.
13. License; Intellectual Property.
(a) Subject to Customer’s compliance with this Agreement, LivVoIP.com grants Customer a non-exclusive,
nontransferable license to use LivVoIP.com, LivVoIP.com Manager and/or Contact Us Plus solely in connection with
Customer’s use of
LivVoIP.com during the Service Term. LivVoIP.com, LivVoIP.com Manager and/or Contact Us Plus may be incorporated into,
and may incorporate itself, software and other technology owned or controlled by third parties. Any such third party software or
technology incorporated in LivVoIP.com, LivVoIP.com Manager and/or Contact Us Plus falls under the scope of this Agreement.
Any and all other third party software will be subject to Customer’s acceptance of a license agreement with such third party.
Customer will use LivVoIP.com, any LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus solely for lawful
purposes in connection with Customer’s use of LivVoIP.com during the Service Term. Customer (and Customer’s End Users)
will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or
underlying ideas or algorithms of LivVoIP.com, any LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus; (ii)
modify, translate or create derivative works based on LivVoIP.com, any LivVoIP.com Service, LivVoIP.com Manager and/or
Contact Us Plus; (iii) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially
exploit or otherwise transfer rights to LivVoIP.com, any LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus or
make LivVoIP.com, any LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus available to any third party; (iv)
use LivVoIP.com, any LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus for timesharing or service bureau
purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels on LivVoIP.com, any
LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus; or (vi) copy, reproduce, post or transmit LivVoIP.com,
any LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus in any form or by any means, including, without
limitation, electronic, mechanical, photocopying, recording or other means.
(b) LivVoIP.com, LivVoIP.com Services, LivVoIP.com Manager and/or Contact Us Plus each is the Intellectual
Property of LivVoIP.com. Customer (and Customer’s End Users) will not delete or in any manner alter the copyright, trademark,
and other proprietary rights notices or markings appearing on or in connection with LivVoIP.com, any LivVoIP.com Service,
LivVoIP.com Manager and/or Contact Us Plus. Any third party Intellectual Property included in LivVoIP.com, any LivVoIP.com
Service, LivVoIP.com Manager and/or Contact Us Plus is the property of the respective owner of such Intellectual Property and
may be protected by applicable law. Nothing in this Agreement gives Customer (or Customer’s End Users) any right or license to
any trademarks and/or trade names (whether registered or unregistered), signs, logos, icons, slogans, banners, screen shots, trade
dress, links or other brand features of LivVoIP.com, including, without limitation “LivVoIP.com,” without the prior written
consent of LivVoIP.com, which consent may be withheld in the sole discretion of LivVoIP.com for any reason. If Customer (or
any End User) from time to time provides suggestions, comments and/or other feedback to LivVoIP.com with respect to
LivVoIP.com, any LivVoIP.com Service, LivVoIP.com Manager and/or Contact Us Plus, LivVoIP.com may, in connection with
any of its products or services, freely use, copy, disclose, license, distribute and/or exploit any such suggestions, comments
and/or other feedback in any manner and without any obligation or restriction based on intellectual property rights or otherwise.
LivVoIP.com will retain sole ownership of any such suggestions, comments and/or other feedback and Customer will not provide
any such suggestions, comments and/or other feedback subject to any terms that would impose any obligation on LivVoIP.com or
any of its customers or partners.
14. Limitation of Liability.
(a) IN NO EVENT SHALL LIVVOIP.COM BE LIABLE FOR ANY ALLEGED, DIRECT, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION,
LOST PROFITS AND ALL BUSINESS OR OPERATIONAL RELATED LOSSES) ARISING OUT OF OR RELATED TO
LIVVOIP.COM, ANY LIVVOIP.COM SERVICES, CONTACT US PLUS AND/OR PRODUCTS AND/OR SERVICES
PROVIDED PURSUANT TO THIS AGREEMENT, THE CPE, EQUIPMENT, MOBILE DEVICES, AND/OR ANY
PRODUCTS OR SERVICE PROVIDED BY THIRD PARTIES PURSUANT TO THIS AGREEMENT.
(b) LIVVOIP.COM’S AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS
AGREEMENT IS LIMITED TO SERVICE CREDITS THAT WILL NOT EXCEED THE LESSER OF (I) THE FEES
ACTUALLY PAID TO LIVVOIP.COM BY CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE PRECEDING
TWELVE (12) CALENDAR MONTHS, OR (II) ONE THOUSAND US DOLLARS ($1,000.00).
15. Indemnity. Customer will indemnify and hold harmless LivVoIP.com and its stockholders, directors, officers, employees,
agents, licensors, representatives and affiliates from and against any and all actual or alleged losses, costs, claims, liability of any
kind, damages (including to any tangible property or bodily injury to or death of any person), or expense of whatever nature,
(including reasonable attorneys’ fees) to or by any third party, relating to or arising from (a) the use of LivVoIP.com, any
LivVoIP.com Services, LivVoIP.com Manager and/or Contact Us Plus provided to Customer and/or any End User, whether or
not Customer and/or any End User has knowledge of or has authorized access for such use, (b) any damage to or destruction of
CPE, equipment, or Mobile Devices not caused by LivVoIP.com or its agents, and (c) any breach of this Agreement by
Customer. Customer (or Customer’s Phone System vendor or other service provider) will be solely responsible for implementing
any installation, configuration, and/or connection of any Customer Equipment and has the sole and exclusive responsibility for
the security and integrity of such Customer Equipment, if any. Customer therefore will indemnify and hold harmless
LivVoIP.com and its stockholders, directors, officers, employees, agents, licensors, representatives and affiliates from and
against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees (including reasonable
attorneys’ fees) on the part of or which may be incurred by Customer or a third-party relating to or arising from the use or
operation of Customer Equipment. Customer’s indemnification in this Section 15 includes any actual or alleged losses or claims
in connection with unauthorized access to or use of LivVoIP.com, any LivVoIP.com Services, LivVoIP.com Manager and/or
Contact Us Plus by any third-party through Customer Equipment, regardless of whether such unauthorized access is
unintentional, accidental, intentional or fraudulent and regardless of whether Customer had knowledge of such unauthorized
access. In all such cases of unauthorized access through or to Customer Equipment, Customer retains full and sole responsibility
for any and all charges for LivVoIP.com and the use of LivVoIP.com Manager, any LivVoIP.com Services, and/or Contact Us
Plus as otherwise provided in this Agreement. If LivVoIP.com grants Customer access to LivVoIP.com (or Customer’s
LivVoIP.com account) by Electronic Tools (including, without limitation, LivVoIP.com Manager), Customer agrees that it is
fully and exclusively responsible for all information accuracy, charges, costs, transactions, and activities conducted through such
Electronic Tools. Customer agrees that it is fully and exclusively responsible to safeguard, monitor, manage, and maintain access
to LivVoIP.com (including, without limitation, LivVoIP.com Manager) by any Electronic Tools, and to only allow authorized
use of such Electronic Tools to Customer’s Administrator(s) or Account Administrator, as the case may be. Customer will
indemnify and hold harmless LivVoIP.com and its stockholders, directors, officers, employees, agents, licensors, representatives
and affiliates from and against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees
(including reasonable attorneys’ fees) on the part of or which may be incurred by Customer, or a third-party, relating to or arising
from the use or operation of Electronic Tools, including, without limitation, any actual or alleged losses or claims in connection
with unauthorized access to, use, transactions, or activity conducted through the Electronic Tools, regardless of whether such
unauthorized access is unintentional, accidental, intentional, or fraudulent, and regardless of whether Customer had knowledge of
such unauthorized access. In all such cases of unauthorized access through or to LivVoIP.com by Electronic Tools (including,
without limitation, LivVoIP.com Manager), Customer retains full and sole responsibility for any and all charges for LivVoIP.com
and the use of LivVoIP.com, any LivVoIP.com Services, LivVoIP.com Manager and/or Contact Us Plus as otherwise provided in
this Agreement.
16. Acceptable Use Policy; Additional Privacy Matters.
(a) All use of LivVoIP.com, any LivVoIP.com Services and/or LivVoIP.com Manager must comply with
LivVoIP.com’s Acceptable Use Policy, which is posted at www.LivVoIP.com/legal/, and is incorporated herein by reference. By
using LivVoIP.com, any LivVoIP.com Services and/or LivVoIP.com Manager, Customer agrees to comply with the AUP, as
modified by LivVoIP.com from time to time in LivVoIP.com’s sole discretion. Any amendment to the AUP will be effective
immediately upon the posting of the modified AUP at www.LivVoIP.com/legal/. Violation of the AUP by Customer (or any of
Customer’s End Users) will constitute a material breach of this Agreement. Customer is solely responsible and liable for all use
of LivVoIP.com, any LivVoIP.com Services and/or LivVoIP.com Manager by any of Customer’s End Users, even if such use
occurs without Customer’s permission.
(b) If Customer (or any applicable End User) is a “covered entity” or a “business associate” thereof, as each term is
used pursuant to the Health Insurance Portability and Accountability Act of 1996 (as amended, “HIPAA”) or are otherwise
subject to any HIPAA, related or similar legal requirement, Customer is solely responsible to ensure full compliance therewith.
Customer will indemnify, defend and hold harmless LivVoIP.com from any claim, loss, damage, cost or expense (including,
without limitation, attorneys’ fees) arising out of any claim under HIPAA or any related or similar requirements of any applicable
jurisdiction. Customer acknowledges that LivVoIP.com is not a Business Associate as such term is defined under HIPAA in
connection with its provision of services under this Agreement.
17. Service Moves. LivVoIP.com requires a Service Address and applicable Registered Address(es). Customer may not move
service from a Service Address or any applicable Registered Address without prior written notification from Customer to
LivVoIP.com. If Customer fails to notify LivVoIP.com in writing of any move of service from a Service Address or any
applicable Registered Address, including, without limitation, through LivVoIP.com Manager, LivVoIP.com, in its sole
discretion, may immediately suspend Customer access to or use of LivVoIP.com until LivVoIP.com accepts and completes any
applicable Customer request to move service from a Service Address or any applicable Registered Address. Customer
acknowledges that failure to properly notify LivVoIP.com of an intended move from a Service Address or any applicable
Registered Address may result in, among other things, Customer’s inability to use 911 Services, including E911 Services, if
applicable. Customer acknowledges that said failure may cause incorrect routing of emergency services and any consequences of
such rests solely with Customer. Additionally, Customer understands that continuation of existing ELS DIDs may be restricted
by the location of the Service Address or any applicable Registered Address to be moved. A move of a Service Address or any
applicable Registered Address may require a new agreement and/or Service Term. For clarity, no asserted or attempted move of a
Service Address or any applicable Registered Address will result in any right of Customer to terminate this Agreement.
18. Resale Prohibition. LivVoIP.com, any LivVoIP.com Services, LivVoIP.com Manager and Contact Us Plus each is provided
for the use of Customer and Customer’s End Users only. Customer may not under any circumstances resell or offer to resell
LivVoIP.com, any LivVoIP.com Services and/or LivVoIP.com Manager. Any failure by Customer to comply with this Section
18 will constitute a material breach of this Agreement. In addition to any other rights or remedies that LivVoIP.com may have as
a result of such material breach, including, without limitation, termination of this Agreement, Customer also will be liable to
LivVoIP.com for any additional charges and/or damages which may be incurred by LivVoIP.com as a result of any unauthorized
resale or offer to resell.
19. Third Party Beneficiaries. The parties do not intend by the execution, delivery, or performance of this Agreement to confer
any benefit, direct or incidental, upon any person or entity that is not a party to this Agreement.
20. Dispute Resolution Process; Governing Law.
(a) It is the mutual desire of the parties to promptly and fully resolve any dispute arising in connection with this
Agreement in good faith, confidentially, and informally with minimal transaction costs; no public statement may be made by any
party regarding any such dispute. If either party determines that the dispute cannot be resolved informally, then such party will
initiate an escalation process by giving written notice (“Escalation Notice”) to the other party. Each party will name one
executive as its representative, to be a person knowledgeable of the subject matter in dispute and someone with authority to
discuss the dispute (“Officers”). The Officers will meet in person or by conference call, together with any persons assisting them,
within fifteen (15) days after delivery of the Escalation Notice. All negotiations conducted by the Officers are confidential and
will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any state rules of
evidence. The Officers will conduct such additional meetings as they deem necessary to exchange relevant information, will
appoint staff to engage in resolution of any disputed facts, and will attempt to resolve the dispute. Should the Officers be unable
to resolve the dispute within such fifteen (15) days, or within such additional time as the parties may otherwise agree to in
writing, either party may demand mediation, whereupon the parties will, in good faith, mediate the dispute no later than thirty
(30) days after such demand through the services of a mutually selected mediator, the cost of whom will be borne equally by the
parties, at a date and location selected by the mediator after consultation with the parties. IF THE DISPUTE IS NOT
RESOLVED AFTER APPLYING THE ESCALATION PROCEDURES SET FORTH ABOVE, THE PARTIES AGREE TO
WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING UNDER OR RELATED TO THE
SUBJECT MATTER OF THIS AGREEMENT, AND AGREE TO SUBMIT ALL CONTROVERSIES, CLAIMS AND
MATTERS OF DIFFERENCE TO ARBITRATION ACCORDING TO THE COMMERCIAL RULES AND PRACTICES OF
THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). Arbitration hereunder will occur within sixty (60) days of the
date of submission before a single neutral arbitrator having significant experience in the subject matter of this Agreement and
who will selected in accordance with AAA rules. Arbitration proceedings will take place in Orange County, California.
Discovery will be permitted, including the use of interrogatories, requests for admission and production of documents and
depositions. If the amount claimed to be in dispute is less than $500,000, all applicable expedited procedures of the AAA will
apply. The arbitrator’s fees and costs of the arbitration will be borne by the party against whom the award is rendered, except that
if the arbitrator issues a split decision, granting partial relief to both parties, the arbitrator will equitably allocate the arbitrator’s
fees and other costs. Each party will pay its attorney’s fees related to any dispute related to this Agreement. The arbitration award
will be final and binding on both parties of this Agreement, will not be subject to any appeal and will be enforceable in any court
of competent jurisdiction.
(b) ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR IN COURT, WILL BE
CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS ACTION OR REPRESENTATIVE ACTION
OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. CUSTOMER WILL NOT BE A
CLASS REPRESENTATIVE, CLASS MEMBER OR OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED OR
REPRESENTATIVE PROCEEDING.
(c) This Agreement will be governed by, construed under and enforced in accordance with the laws of the State of
California without reference to its choice of law principles or the United Nations Convention on the International Sale of Goods.
In the event any party brings a civil action or initiates judicial proceedings of any kind related to this Agreement (except for
actions to enter or collect on judgments), the parties consent to the exclusive personal jurisdiction and venue of the federal and
state courts located in Orange County, California and the prevailing party will be entitled to recover its costs, including
reasonable attorney’s fees.
21. Notices. Any notice(s) to Customer pursuant to this Agreement, including, without limitation, any notices of material changes
to this Agreement or any applicable Supplement, will be sent to Customer’s primary contact of record as provided by Customer
to LivVoIP.com; if Customer has not identified any alternative primary contact of record, Customer’s primary contact of record
is Customer’s Administrator (or any Customer’s Administrator, if more than one). Notice(s) to Customer will be deemed to be
delivered when sent via one or any combination of the following on LivVoIP.com’s books and records: Customer’s email
address(s) (or via LivVoIP.com Manager); Customer’s facsimile number; and/or next-day delivery service (for example, FedEx
or the United States Postal Service) to Customer’s physical or postal address. Any notice(s) to LivVoIP.com pursuant to this
Agreement will be sent via next-day delivery service (for example, FedEx or the United States Postal Service) to LivVoIP.com at
171 S. Anita Drive Suite 120, Orange, CA 92868, Attention: General Counsel.
22. Miscellaneous. Customer is not relying on any affirmation of fact, description, or promise from (or purported to be from) any
person or entity, nor any oral or written representation or warranty that is not expressly included in this Agreement. Any
alterations or additions to this Agreement made by Customer by any means will not be considered part of this Agreement.
LivVoIP.com’s failure to insist upon or enforce strict performance of or strict compliance with any provision of this Agreement
shall not be construed as a waiver of any provision or right; neither the course of conduct between the parties nor trade practice
shall act to modify any provision of this Agreement or any Supplement entered into from time to time pursuant to this
Agreement. This Agreement may only be modified, or any rights under it waived, by a separate written document executed by
both parties.. In the event of a conflict between this Agreement and any applicable tariff, the tariff will prevail. Customer may not
assign this Agreement, by operation of law or otherwise, including, without limitation, pursuant to any merger, stock purchase or
other change in control of Customer, without LivVoIP.com’s prior written consent. This Agreement will be binding on the parties
hereto and their respective personal and legal representatives, successors, and permitted assigns. If any provision of this
Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement
will not be affected thereby. In the event any specified time frame or deadline denotes calendar days, it is agreed that when the
last date of required action or response falls on a weekend or holiday, the action and/or deadline will automatically extend to the
next business day. Agreement headings are provided for reference purposes only.
23. 911 Activation. LivVoIP.com Manager will confirm to Customer’s Administrator(s) via LivVoIP.com Manager the
availability of applicable 911 Services upon activation of any applicable LivVoIP.com Service. Any 911 Services available with
any LivVoIP.com Service are subject to the service limitations described in the Customer Notice of 911 and E911 Service
Limitations, posted at www.LivVoIP.com/legal/.
THIS AGREEMENT, TOGETHER WITH ANY ATTACHMENTS REFERENCED IN THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE TERMS OF ANY
APPLICABLE SUPPLEMENT, ANY APPLICABLE SERVICE PLAN, THE RATES POSTED
AT WWW.LIVVOIP.COM/LEGAL/, THE ACCEPTABLE USE POLICY POSTED
AT WWW.LIVVOIP.COM/LEGAL/, THE CUSTOMER NOTICE OF 911 AND E911
SERVICE LIMITATIONS POSTED AT WWW.LIVVOIP.COM/LEGAL/, OR ANY OTHER
ADDENDA ENTERED INTO FROM TIME TO TIME, EACH OF WHICH IS
INCORPORATED HEREIN BY REFERENCE, CONSTITUTE THE ENTIRE
UNDERSTANDING BETWEEN CUSTOMER AND LIVVOIP.COM, INC. WITH RESPECT
TO THE SERVICE(S) PROVIDED PURSUANT TO THIS AGREEMENT. CUSTOMER IS
NOT RELYING ON ANY AFFIRMATION OF FACT, DESCRIPTION, OR PROMISE FROM
(OR PURPORTED TO BE FROM) ANY PERSON OR ENTITY, NOR ANY OTHER ORAL
OR WRITTEN REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY
INCLUDED IN THIS AGREEMENT.
BY CLICKING “I AGREE,” YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT AND WILL BE BOUND BY
SUCH TERMS. YOU ALSO AGREE THAT YOU ARE ABLE TO ELECTRONICALLY
ACCESS AND PRINT THIS AGREEMENT AND THAT CLICKING “I AGREE”
CONSTITUTES YOUR VALID ELECTRONIC SIGNATURE ON THIS AGREEMENT.