- Term: The term of this MSA is for the period as defined in the executed Agreement to Subscribe to Services (“Proposal”) and starts from the date of installation, commissioning, or renewal of the Services. The MSA and the executed Proposal, which is incorporated herein by reference, together shall be known as the “Agreement”. You agree to maintain your Services through the term of the Agreement (the “Term”) until either terminated pursuant to the provisions below or replaced with a new agreement.
- Termination: Customer will provide a written notice at least 15 days and not more than 45 days before the expiration of the initial Term as to your intention to renew or terminate your Customer must submit a disconnection request to billing@univoip.com.With proper notice, you may: a) enter into a new Agreement effective on the first day after the expiration of the existing agreement; or b) cancel the existing agreement upon its expiration date and terminate all your Services. If you fail to notify us, this Agreement will automatically renew at the same initial rates and for the same length of term as this Agreement. In the event a Customer provides written notice of its intent not to renew but does not terminate Services hereunder, UniVoIP shall have the option of continuing to provide such Services on a month to month basis, priced at UniVoIP's then current monthly rates.
- Subject to the terms and conditions of this Agreement, UniVoIP grants to Customer, a limited, personal, non-exclusive, non-transferable, non-assignable, non-resalable, revocable subscription to licenses for the exclusive operation of Customer's day-to-day telecommunications operation for the Term of the Agreement.
- You agree not to undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Applications or Services, or any parts You agree not to intercept, capture, emulate, decrypt, or redirect the communications protocols used by UniVoIP for any purpose, including without limitation causing the Applications to connect to any computer server or other device not authorized by UniVoIP or in a manner not authorized by UniVoIP.
- Upon signing up for the Services and at subsequent times as requested by UniVoIP, Customer agrees to provide to UniVoIP Customer's true, accurate, current, and complete business name, administrator name, authorized agent(s), billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer Customer's UniVoIP account ("Account") (collectively, "Enrollment Data"). Customer represents and warrants that the information it has and will provide is accurate, current, and complete, and agrees to promptly update any of the information if it If Customer provides Enrollment Data that is, or that UniVoIP suspects to be false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, UniVoIP has the right, in its sole discretion, to suspend or terminate the Services and refuse any and all current or future use of all Services to Customer, Customer's business(es), affiliates and all users of Customer Account. At all times, Customer shall maintain and promptly update Enrollment Data.
- Upon completion of all Enrollment Data and acceptance of this Agreement, UniVoIP will provide the Customer with, as applicable, a password(s), user ID(s), PIN(s), telephone number(s), and other account information. Customer will be required to provide a security question and answer that will be used to verify ownership or affiliation with the You are solely responsible for maintaining the confidentiality of all passwords, PINs, and security questions and answers associated with the Account at all times, Customer will be solely responsible for all transactions and activities that occur as a result of the disclosure (whether authorized or unauthorized) of any password(s), PIN(s), and/or security questions(s) and answer(s) associated with the Account, even if such transactions and/or activities were not authorized by the Customer. Customer is solely liable for any transactions or activities by Customer or anyone else that occur on Customer's Account. Customer shall immediately notify UniVoIP of any unauthorized use of Customer's Account or if any other breach of security has occurred. In no event, shall UniVoIP be liable for any unauthorized use of Customer's Account.
- In connection with the enrollment, implementation, maintenance, or servicing of the Services, Customer will be required to provide data, information and other materials, including but not limited to employee names, email addresses and cellular phone numbers (collectively "Customer Data"). Customer hereby grants to UniVoIP a royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data to the extent required to provide or improve the Services. UniVoIP may also share Customer Data as permitted pursuant to UniVoIP's Privacy Policy, available here (http://univoip.com/privacy-policy), which is incorporated into this Agreement.
- Customer shall not use the Services for any illegal, fraudulent, improper, or abusive purpose, such as but not limited to, obscene, threatening, harassing, defamatory, fraudulent, malicious, or invasive of another's privacy, creating false Caller ID identity (ID spoofing), transmitting any material that violates the foreign and domestic intellectual property rights or other rights of third parties, violating U.S. or foreign law regarding the transmission of technical data or software, using the Services in excess of UniVoIP's sole discretion of what would be expected in normal business use, using the Services to transmit or receive Protected Health Information (PHI) , or store PHI on a non-temporary basis.
- Customer is responsible for monitoring Customer's call use logs and invoices for possible unlawful or fraudulent usage. Customer shall notify UniVoIP immediately if Customer becomes aware or has reason to believe that its services through UniVoIP are being stolen or fraudulently For such matters Customer must call our support line 24/7 at (310) 356-4811. Customer acknowledges and agrees that Customer's failure to notify UniVoIP may result in the termination of Services and additional charges to Customer. UniVoIP shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer's account. Customer shall be liable for all use through its subscription, including any and all stolen Services or fraudulent use Services.
- Any applicable activation, usage, monthly recurring charges, installation charges, termination fees, and other fees are billed in Non-prepaid usage and international calling fees if any are billed in arrears. All invoices are provided electronically by email. Customer may request a paper invoice mailed to them for an additional fee. Customer shall provide us with a payment method such as a valid credit card and authorize UniVoIP to collect from the payment method. Any authorization will remain valid until thirty (30) days after Customer terminates UniVoIP's authority to charge Customer's payment method. Upon termination UniVoIP will charge Customer any fees and any other outstanding charges and disconnect Customer's Services. Customer agrees to notify UniVoIP of any changes to Customer's payment method, such as credit card account number, expiration date, or billing address changes. Customer is responsible to notify UniVoIP for any unprocessed or misprocessed charges due to any reason. UniVoIP will make all reasonable attempts to remedy the situation in a timely manner. Customer agrees to pay UniVoIP interest at the lesser rate of 18% per annum or the highest rate allowed by law for any amounts unpaid as of the due date. UniVoIP will assess an additional fee of the lesser of $50 dollars or the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.
- If Customer fails to pay any amount due within (30) days of the due date, UniVoIP may terminate this Agreement or suspend (in whole or in part) the service in UniVoIP's sole discretion pursuant to a written five (5) day notice provided to the Termination for non-payment shall not relieve Customer of its outstanding obligations under this Agreement, including payment all unpaid installments and recurring charges that would otherwise have become due during the balance of the operative Term. If UniVoIP suspends the service (in whole or in part), Customer's Account shall not be reactivated until Customer is in compliance with this Agreement and has paid all past due amounts plus a reconnection fee of $150.00.
- In the event of an uncured (or incurable) breach of this Agreement by Customer, Customer shall be in default there under and all unpaid installments and recurring charges otherwise due during the Term shall become immediately due and payable. Further, in addition to all other remedies available to UniVoIP by law or equity or under this Agreement, and not in limitation thereof, UniVoIP may, until said is paid in full: (a) collect interest upon the sum then owing at the maximum legal rate per annual; (b) disconnect the Services or otherwise render it inoperable; (c) cease maintaining or installing the Services; and/or (d) cease performing warranty service without extending the warranty period.
- Accounts past due for more than 90 days will be subject to collection by a third-party collection agency.
- Should Customer cancel the Agreement prior to the expiration of the Initial Term, or if the Agreement is terminated as a result of a breach of the Agreement by Customer, such cancellation or termination shall be without any liability to UniVoIP and without any, all or partial, refund of fees collected under this Agreement.
- Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides UniVoIP with an appropriate exemption certificate. If any amounts paid for the Services are refunded by UniVoIP, applicable taxes may not be refundable.
- A regulatory recovery fee will be charged monthly to offset costs incurred by UniVoIP in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing This fee is not a tax or charge required or assessed by any government. The regulatory recovery fee will apply to all Service.
- In addition to the right to terminate this Agreement by providing notice at least 15 days and not more than 45 days before the expiration of the initial Term or a Renewal Term as detailed above in Section 1.2:
- Either party may terminate this Agreement if the other party is in breach of any material provision of this Agreement, and such other party fails to cure within thirty (30) days after written notice. However, Customer understands and agrees that UniVoIP may at any time, and without notice to the Customer or opportunity to cure, terminate the Agreement or, alternatively, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services in the event:
- of a breach of Section 6.1;
- if UniVoIP determines that Customer has used a fraudulent credit card to pay for Service charges on Customer's Account;
- Customer has verbally insulted, abused, or harassed any of UniVoIP's employees, contractors, agents, or other representatives;
- Customer has failed to respond to UniVoIP's calls or email attempts to contact Customer about his/her Account;
- Customer did not or will not reasonably comply or cooperate with any applicable law or regulations;
- UniVoIP is ordered by law enforcement or other government agencies to suspend or terminate Service to Customer's Account;
- Customer brings any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against UniVoIP, or participate in any class action lawsuit against UniVoIP;
- Customer makes any disparaging statement (whether written, oral, electronic, or otherwise) against UniVoIP, its Services, or its employees, contractors, agents, investors, affiliates, or other representatives;
- UniVoIP determines that such action is necessary to protect, maintain, or improve the Services;
- to prevent fraud or misrepresentation by affirmative acts and/or omissions;
- to protect UniVoIP, its customers, or other third parties affiliated with UniVoIP; or
- for any other good cause, where providing thirty days' notice is either impractical or would material harm UniVoIP.
- If the Equipment was purchased, any equipment charges that were waived;
- If the Equipment is rented, the remaining rental payments that would otherwise come due during the Term had the Agreement not been terminated, become due;
- Any installation charges that were waived;
- All disconnection, early cancellation or termination charges reasonably incurred by UniVoIP on Customer's behalf;
- All Recurring charges identified on the Proposal that would have otherwise become due during the Term;
- All Usage charges, if any; and
- all taxes and regulatory fees associated with the foregoing.
- Credit for Core Service Outage: Credit will be issued based on the table Customer must complete a Credit Request form for outages related to the Core Voice services provided by UniVoIP (see Service Level Exemptions below).
- 0 minutes to 2 hours No credit
- 2 hours to 4 hours 3% credit of monthly bill
- 4 hours to 6 hours 6% credit of monthly bill
- 6 hours to 8 hours 10% credit of monthly bill
- Additional 4 hour increments 3% per increment, not to exceed monthly billing total
- Service Call Procedure: The Customer shall contact UniVoIP Customer Care Centre ("CCC") to report all service The telephone number for contacting the CCC is (310) 356 - 4811 or (877) 660 - 6677. The Customer must have the following information:
- Customer name and the site affected
- A call back number
- A description of the problems encountered
- Purchase: Where the Service Order provides for the Equipment to be purchased by Customer, title and risk of loss to the Equipment will pass to Customer upon shipment. However, in the event Customer has elected to finance such purchase, title shall pass to such third-party financer upon payment in full for the Equipment, unless the parties agree otherwise.
- Rental:
- Where the Service Order provides for Equipment to be rented by Customer as part of the Monthly Recurring Fee, title shall remain with UniVoIP may, and reserves the right to, record a UCC Financing Statement for informational/precautionary purposes. Any direct physical loss or damage to the Equipment shall remain with Customer, in no event shall UniVoIP be liable for interruption of Customer's business, loss or damage to Customer's property, or any other loss, including but not limited to injury to any of Customer's employees, agents, or any other person on Customer's premises, or damage to the Equipment. Further, UniVoIP shall not be responsible for any loss resulting from: (x) unauthorized tampering or interference with the Equipment by Customer or its agents; (y) neglect or abandonment of all or part of the Equipment by Customer; or (z) any loss or damage that reasonably could have been prevented by Customer or resulted from Customer's negligence in maintaining adequate protection for the Equipment. In the event of a loss of or damage to, all or any part of, the Equipment as a result of subsections (x) through (z) inclusive, Customer will incur the expense for repair or replacement of the damaged or lost Equipment. Customer will also maintain adequate public liability insurance, copies of which shall be furnished to UniVoIP on request. UniVoIP reserves the right to require that it be named as an additional insured. THE OCCURRENCE OF ANY LOSS OF OR DAMAGE TO, ALL OR ANY PART OF, THE HARDWARE SHALL NOT, HOWEVER, RELIEVE OR REDUCE ANY OTHER COVENANT, CONDITION OR PROVISION CONTAINED IN THIS AGREEMENT.
- Within fourteen (14) days of the conclusion of the Term, or within fourteen (14) days after the termination of this Agreement, all rental Equipment must be returned to In the event that any rental equipment is not timely returned, or is returned in an inoperable condition, Customer shall be responsible for the replacement cost of all such equipment which shall be calculated as the wholesale price of the then current model of any unreturned equipment.
- Customer understands that numbers assigned prior to activation may not be available until the Services are activated. Customer should not publish the numbers, or order any printed material showing a telephone number until the telephone number becomes active. UniVoIP shall not be liable for reimbursement for any publication and/or business cards under any conditions.
- Customer understands and agrees UniVoIP may from time to time need to change the telephone number assigned to the Customer due to area code split or for any reason. UniVoIP shall not be liable for any damages, including consequential, special damages or other damages to the Customer in the event that UniVoIP needs to assign new telephone numbers to the Customer.
- Conferencing Services Fees: Customer shall pay to UniVoIP, Services Fees as specified in the Proposal. Customer shall be required to pay the Services Fees for all Customer usage (including testing and production usage) of Conferencing Services, including all applicable taxes.
- Lawful Purposes: Customer agrees that it will use the Conferencing Services only for lawful purposes and in accordance with this Agreement. Customer shall comply with all applicable laws and regulations when using the Conferencing Services or accessing the Conferencing Services Web Portal, including without limitation, compliance with applicable international privacy laws, privacy policies of Customer and third parties and other laws regarding the transfer and/or transmission of voice and data.
- Unauthorized Use: Customer will be responsible for and shall pay any applicable Services Fees associated with any unauthorized use or fraud by Customer or Customer's users of the Conferencing Services, conference rooms assigned to Customer, and Customer's Account. In the event Customer becomes aware of such unauthorized use, UniVoIP will issue to Customer, at Customer's request, replacement conference room number for use with the Conferencing Services.
- Network Integrity: To protect the integrity of the UniVoIP Network, UniVoIP may, without liability, temporarily block any toll-free, local telephone number, or access to specific conference rooms having usage surges. Additionally, UniVoIP may, without liability, temporarily block Customer Internet access to the Conferencing Services Web Portal during usage surges. UniVoIP agrees to use commercially reasonable efforts to promptly notify Customer after blockage has occurred.
There are both federal and state statutes governing the use of electronic, mechanical or other device recordings. The unlawful use of such equipment can give rise not only to a civil suit by the “injured” party, but also criminal prosecution. Accordingly, it is critical that you know the statutes that apply and what the rights and responsibilities are when recording and disclosing communications.
- When there is an internet connection failure over which UniVoIP Services are interrupted, 911 services will not be available
- When there is a power outage and the Internet Modem, Ethernet Switches, PoE Adaptors, ATAs or VoIP phones are without power, you will not have phone service and 911 services will not be
- When you are using the VoIP Services in a location other than where the device was originally registered with the PSAP, 911 services will not function properly, and you may have to provide your location to 911 response center.
- If you do not provide UniVoIP with a correct or accurate Registration Location or fail to inform UniVoIP of changes in your Registration Location, 911 services will not function properly.
- Customer must notify all users at each site of the 911 limitation listed above.
- Force Majeure: Neither UniVoIP nor Customer shall be deemed to be in default of any provision of this Agreement for a failure in performance resulting from acts of God or events beyond their reasonable Such acts shall include accidents, civil disturbances, terrorism, strikes, lightning, fires, floods, earthquakes or other natural catastrophes, or other force majeure events beyond the reasonable control of such non-performing party.
- Assignment: Customer shall not assign or transfer any executor rights under this Agreement, in whole or in part, without the prior written consent of UniVoIP, which consent shall not be unreasonably withheld. UniVoIP reserves the right, at its sole discretion, to withhold its consent should it have reason to believe that its business interests would be harmed by such UniVoIP shall have the right to assign this Agreement to any UniVoIP subsidiary or affiliated company, or to any third party in connection with the transfer of all or substantially all of the assets of the business unit relating to this Agreement, or the sale or transfer of the voting stock or shares of UniVoIP resulting in a change in its effective control.
- Severability:If any provision of this Agreement shall be found to be unlawful,void or unenforceable in whole or in part for any reason, such provision or such part thereof shall be deemed separate from and shall in no way affect the validity of the remainder of this If such provision or part thereof shall be deemed unlawful, void, or unenforceable due to its scope or breadth, such provision or part thereof shall be deemed valid to the extent of the scope or breadth permitted by law.
- Headings and Sections:All headings and captions contained herein are for convenience and ease of reference. Numbered or lettered sections, sub-sections, and schedules contained in this Agreement refer to sections, sub-sections, and schedules of this Agreement.
- Third-Party Beneficiaries: The parties understand and agree that this Agreement is for their own respective benefit only, and it is not intended to and does not create third-party beneficiary status on any other person or entity whatsoever, including, but not limited to, Customer's End User.
- Notices: Any official legal notices required to be given to Customer shall be sent via first class U.S. mail addressed to the President or Owner where applicable, at Customer's principal place of business as indicated in this Likewise notices to UniVoIP shall be sent in the same manner to El Segundo, California at 830 Parkview Drive North, (zip 90245) in c/o Legal Department. All other notices may be sent via electronic mail or via facsimile to UniVoIP.
- Waiver: Any failure by either party to enforce any right hereunder shall not constitute a waiver of such Each party may waive its rights hereunder only by execution of a written instrument expressly waiving such right. Any failure by UniVoIP to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right thereof. Further, a waiver of any provisions in any one instance shall not be deemed a waiver of any provision in any other instance.
- Publicity: Any publicity, above and beyond UniVoIP referencing Customer's name and logo as a UniVoIP customer in UniVoIP publications, its website, and other marketing materials, regarding this Agreement shall be achieved only by mutual consent of the Any such publicity shall be in the form of a general announcement only. Specific terms shall be held in strict confidence.
- Attorney Fees:In any dispute arising out of or related to this Agreement the prevailing party shall be entitled to reasonable attorney fees and costs.
- Governing Law and Venue:This Agreement shall be governed by the substantive laws of the State of California, and exclusive venue is agreed to be in a court of competent jurisdiction in Los Angeles County, California.
- Entire Agreement:This Agreement constitutes the entire Agreement of the parties with respect to the subject matter contained There are no other Agreements pertaining to the subject matter hereof, either oral or written. This Agreement may be executed in two counterparts, each of which shall be deemed an original and both of which, taken together, shall constitute the same instrument.
- Changes. This Master Services Agreement may be amended by UniVoIP from time to time, with or without notice to Customer, to address, among other things, technological, operational, or regulatory changes affecting delivery of the Services. UniVoIP will endeavor to provide Customer with notice of any material changes to this Master Services Agreement, which notice may be given by e-mail or may be included in an invoice to Customer agrees that it is responsible for checking the URL where this Master Services Agreement is stored to view any changes, and Customer's continued use of the Services after changes to this Master Services Agreement constitutes Customer's agreement to the changed Master Services Agreement. You may access the current UniVoIP Master Services Agreement, including any revisions thereto, at: univoip.com/master-service-agreement/. Any modifications to the Master Services Agreement requested by Customer must be in writing and will only be binding if signed by UniVoIP. This Agreement may not be modified orally, and neither party shall not be bound by any verbal agreement or verbal modifications.
- Either party may terminate this Agreement if the other party is in breach of any material provision of this Agreement, and such other party fails to cure within thirty (30) days after written notice. However, Customer understands and agrees that UniVoIP may at any time, and without notice to the Customer or opportunity to cure, terminate the Agreement or, alternatively, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services in the event: