This agreement ("Agreement") is between Voice Vision, Inc. ("VV") and an End User ("End User") of the Voice Vision Office Communications Service ("VV"). Any VV services or products ("Services") provided by VV to End User shall be governed by the terms and conditions herein.
1. Terms and Conditions. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications. Any additional, different, or conflicting terms and conditions on any such document issued by End User at any time are hereby objected to by VV, and any such documents shall be wholly inapplicable to any sale made or service rendered hereunder and shall not be binding in any way on VV. No waiver or amendment to this contract or these terms and conditions shall be binding on VV unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of VV.
2. Term. The term of this Agreement ("Term") begins on the date that End User purchases Services and continues for the duration of the service period as defined by the service plan that is selected by End User and outlined in Exhibit A ("Plan"). At the end of the current Term, the Term is automatically renewed unless End User provides VV, prior to the end of the current Term, notification of intention to cancel the service. End User agrees to pay for Services for the duration of the Term. Expiration of the Term does not alleviate End User of responsibility for paying all unpaid, accrued charges due hereunder. If End User chooses to cancel the service before the end of the current Term, Disconnection fees may apply as set forth below. After initial term, services are automatically renewed month-to-month unless otherwise noted in contract terms.
3. 911 & Service Limitations. The Federal Communications Commission (FCC) requires that VV provide E911 Service to all End Users who use VV services within the United States. Sections 3.1-3.7 apply to all End Users who use VV services within the United States. Section 3.8 applies to all End Users.
3.1. 911 Acknowledgement and Warning Labels. End User acknowledges that VV’s equipment and services do not support 911 emergency dialing or other emergency functions in the same way that traditional wire line 911 services work. The differences are detailed in this section 3 and End User agrees to notify any potential user of the services, who may place calls using End User’s services, of the 911 limitations described herein. VV will provide End User with warning labels regarding the limitations or unavailability of 911 emergency dialing. End User agrees to place a label on and/or near each telephone or other customer premise equipment on which the services may be utilized. If additional labels are required, End User may request them from VV. VV will provide End User with advisory notices regarding 911 emergency dialing and request acknowledgements from End User. End User agrees to respond and affirmatively acknowledge that VV has advised End User of the circumstances under which VV E911 service may not be available or may be limited in comparison to traditional 911 emergency dialing. VV advises End User to maintain an alternative means of accessing traditional 911 services.
3.2. Electrical Power. End User acknowledges that the services will not function in the absence of electrical power.
3.3. Internet Access. End User acknowledges that the services will not function if there is an interruption of End User’s broadband or high-speed internet access service.
3.4. Non-Voice Systems. End User acknowledges that the services are not set up to function with out-dialing systems including home security systems, medical monitoring equipment, TTY equipment, and entertainment or satellite television systems. End User has no claim against VV for interruption or disruption of such systems by the services.
3.5. VV E911 Service is a mandatory component of all inbound/outbound fax and voice service plans. E911 service is not offered on virtual numbers, toll-free numbers or similar service accessories or add-on plans. E911 service is only available in selected areas. End Users who subscribe to VV E911 service will be required to register the physical location of their equipment (DTA or videophone) with VV, either on the voicevisionusa.com website or by calling customer service, and agree to update the location whenever the physical location of service changes. End User acknowledges that VV’s only mechanism for routing 911 calls to the correct emergency call taker is the physical location currently registered for the account. End User acknowledges and understands that any enhanced location information passed to an emergency operator by VV will be based upon the physical location provided to VV by End User. In the event that the physical location has not been updated or is not complete, VV may attempt to route a 911 call based upon the bill –to or ship- to addresses associated with End User’s account or initial order.
3.6. End Users who are required to subscribe to VV E911 service will be subject to a Monthly E911 Service Charge. The monthly E911 service fee shall be in addition to the applicable business plan charges for the associated line. The monthly charge for VV E911 service is assessed on a "per line" (that is, per phone number basis), and will be set at a level that reimburses VV for the direct costs it incurs in providing VV E911 service, including expenses VV incurs, either directly or indirectly, in the form of state, county or municipal E911 surcharges, E911 automatic location information (ALI) database storage, line information database and Caller ID (LIDB/CNAM) expenses, and any other taxes or surcharges directly or indirectly associated with the provision of services to End Users subscribing to this service. VV reserves the right to adjust the level of charges with the provision of E911 services to reflect increases or decreases in the costs it incurs. (See section 11 regarding changes to the agreement, services or plan).
3.7. End User also acknowledges that VV E911 service has certain characteristics that distinguish it from traditional, legacy, circuit-switched 911 service. These characteristics may make VV E911 services unsuitable for some End Users. Because End User circumstances vary widely, End Users should carefully evaluate their own circumstances when deciding whether to rely solely upon VV E911 service. End User acknowledges that it is End User’s responsibility to determine the technology or combination of technologies best suited to meet End User’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 VV E911 service from traditional, legacy, circuit-switched 911 services:
** VV E911 service will not function if End User’s DTA, phone or videophone fails or is not configured correctly or if End User’s VV 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, End User may be required to reset or reconfigure the equipment before being able to use the VV service, including for E911 purposes.
** After initial activation of the E911 service, and following any change of and update to End User’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 our Nomadic E911 database 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 VV 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 VV E911 call. Due to technical factors in network design, and in the event of network congestion on the VV network, there is a probability that a VV 911 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 End User does not correctly identify the actual location where the VV equipment will be located at the time of activation of the service, VV E911 communications may not be directed to the correct local emergency operator.
3.8. End User acknowledges and understands that VV will not be liable for any service outage and/or inability to dial 911 or any other emergency telephone number using VV or to access an emergency service operator due to the 911 dialing characteristics and limitations set forth in this agreement End User agrees to defend, indemnify, and hold harmless VV, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to End User 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, End User or any third party or user of the service relating to the failure or outage of the service, including those related to 911 dialing.
4. Equipment. To provide the Services, VV or affiliates may provide Equipment to End User. All Equipment shipments are F.O.B. VV’s facility. VV’s liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End User upon delivery to carrier. End User will be provided a twelve (12) month manufacturer’s warranty from the date of purchase of Equipment or Service. End User shall be required to obtain authorization from VV to return any Equipment. VV will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. VV will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by VV, and End User will be responsible to pay return shipping charges. End Users who purchased through a Retail outlet may return within the first thirty (30) days to the place of purchase or such shorter period as set forth in the Retail outlet’s return policy, after the return period has lapsed they can contact VV regarding warranty replacement.
5. Billing, Charges and Payment.
5.1. Payment. Upon purchase of the Service, End User must provide VV with a valid credit card number from an issuer that is accepted by VV. End User authorizes VV to charge the credit card number provided by End User ("Credit Card") for all charges arising from End User’s use of the Services, including calls to non-video phones. End User agrees to notify VV of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. VV shall not be responsible for any charges made by the Credit Card issuer to End User’s Credit Card account for exceeding credit limit, insufficient funds or other reasons. End User’s credit card will not be billed until product has shipped. Estimated ship dates are approximate and are not guaranteed. End User may cancel any order due to shipping delays without charge.
5.2. Credit Terms. All Services provided to End User and covered by the Agreement shall at all times be subject to credit approval or review by VV. End User will provide such credit information or assurance as is requested by VV at any time. VV, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.
5.3. Billing. VV will provide End User with a monthly on-line billing statement for the Services and invoice all charges related End User’s account on a monthly basis. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are invoiced in advance of each month’s service; toll charges and any other applicable charges are invoiced subsequent to the end of each month’s service. VV reserves the right to charge the Credit Card for charges, due if at any time End User’s cumulative charges for the current month exceed two hundred fifty dollars ($250.00). Billing for monthly service fees commences upon purchase of the Services on the web site or via contract, and the first month’s monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated.
5.4. Late/Non-Payment. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, VV may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by VV. If charges cannot be processed to the Credit Card, End User will be charged a fee of twenty dollars ($20.00). The fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.