Voice Services Agreement
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1. Voice Services
1.1 This Voice Services Exhibit sets forth the terms and conditions under which RIVR_Tech shall provide to Customer during the Term the voice-over-IP services (“Voice Services” or herein “Services”).
1.2 RIVR_Tech Voice Service is an enhanced voice communication service that converts voice communications into Internet Protocol (IP) packets that are carried over RIVR_Tech’s network. It may be generically referred to as “voice over IP” or “VoIP.” The Service includes direct-dialed calling and certain calling and call management features or advanced features associated with the Voice Service, including additional features or advanced features which may be offered at additional costs, all of which RIVR_Tech, in its sole discretion, may add, modify, or delete from time to time. This Voice Service is not mobile or nomadic and will function only in the location where it is installed.
1.3 When Customer accepts these terms, Customer will become the main account holder for each telephone number assigned to the Voice Service and all plans, features, and functionalities associated with each telephone number, whether those telephone numbers, plans, features, and functionalities are purchased initially or are added subsequently. These terms apply to all such telephone numbers, plans, features, and functionalities, for both the main account and all sub accounts. Customer will be asked to choose a unique name for the main account.
1.4 The Voice Services permits Customer to provide originating and terminating local and long-distance IP-based voice services via a broadband connection. The Voice Services performs an IP to PSTN hand-off (and vice-versa) by converting the IP-based communications originated by users to the TDM (or related protocol) used by end-users on the PSTN and facilitates a connection between the two networks.
1.5 The Service is available only in select markets as determined by RIVR_Tech in its sole discretion. Service is limited to the users physically located in areas served by RIVR_Tech.
2. Billing And Payments
2.1 Customer agrees to pay amounts due in full each monthly billing cycle. Customer is responsible for paying all charges specified in this Agreement, including charges incurred by any person who gains access to the Voice Service or equipment, even if Customer does not authorize the charges. Please note that billing will begin as soon as the Voice Service is provisioned or activated, even if the Services have not been used.
2.2 Non-recurring and usage-based charges are generally billed in the billing cycle following the transaction include, but are not limited to, international calling (including surcharges for international termination to a wireless phone number), Operator Services, Directory Assistance (411 or xxx-555-1212), call trace, and overage minutes associated with defined minutes-of-use plans. Partial minutes are rounded up for per-minute usage charges.
3. Customer Order Process
3.1 RIVR_Tech shall determine acceptance of Orders for new services in accordance with the policies and procedures in effect when the Order is placed.
3.2 Confirmation. Following Customer’s submission of an Order and subject to DID/DOD availability or completion of any porting pursuant to Section 7 (as applicable), RIVR_Tech will provide Customer with a confirmation (via electronic or other means) that the user has been activated together with the assigned DID/DOD.
4. Local Number Portability
4.1 In the event Customer is transferring an existing phone number (i.e., porting a number to RIVR_Tech Voice service), Customer hereby authorizes RIVR_Tech to process the order for RIVR_Tech Voice and to notify Customer’s existing provider of the decision to switch local, local toll, and long distance services to RIVR_Tech Voice service. Customer represents that they are authorized to take this action. Not all telephone numbers are eligible for porting to RIVR_Tech Voice service.
4.2 Telephone Number Assignment. Customer acknowledges that use of the Service does not give it or users any ownership or other rights over telephone numbers. RIVR_Tech will exercise commercially reasonable efforts to gain access to telephone numbers to support the Service as forecasted by the Customer, but RIVR_Tech does not guarantee such availability. RIVR_Tech may upon ten (10) days’ prior written notice reclaim any telephone numbers provided by RIVR_Tech hereunder that have not been used by Customer in connection with the Service within the immediately preceding one hundred and twenty (120) day period. No refunds shall be made to Customer regarding reclaimed telephone numbers.
5. Directory Listings
5.1 At Customer’s request, RIVR_Tech may collect subscriber listing information provided by Customer for placement in appropriate directories (including, but not necessarily limited to, “white pages, “yellow pages,” electronic directories, and directory assistance databases). RIVR_Tech does not publish or maintain directories itself, but provides subscriber listing information to unaffiliated directory publishers and directory assistance service providers that request it. Once subscribers’ names, addresses, and telephone numbers appear in telephone directories or directory assistance databases, they may be sorted, packaged, repackaged and made available again in different formats by anyone. RIVR_Tech will take reasonable precautions to ensure that non-published and unlisted numbers are not included in telephone directories or directory assistance services, but cannot guarantee that errors will never occur.
5.2 Customer will adhere to all practices, standards, and ethical requirements with regard to listings. By providing RIVR_Tech with listing information, Customer warrants that it has the right to place such listings.
5.3 Customer acknowledges, and will inform users as appropriate, that RIVR_Tech cannot correct any errors in names, addresses, or telephone numbers appearing in, or omitted from, third-party directories until the next available publication of those directory lists. Further, RIVR_Tech has no control over information appearing in the directory lists or directory assistance databases of directory publishers or directory assistance providers which are not owned or controlled by RIVR_Tech.
5.4 In the absence of gross negligence or willful misconduct, RIVR_Tech’s liability for damages arising from publishing any subscriber listing, failure to publish any subscriber listing, errors in the publication of any subscriber listing, or inadvertent publication of subscriber listings intended for “non-published” status, shall be limited to and satisfied by a refund of any monthly charges which the Customer has paid to RIVR_Tech for such listing. The Customer will indemnify and hold RIVR_Tech harmless against any and all claims for damages caused or claimed to have been caused, directly or indirectly, by the publication, non-publication, or dissemination of Customer’s subscriber list information.
6. Regulatory Compliance
6.1 RIVR_Tech shall in all cases assign telephone numbers based on the Customer’s locations and fully in accordance with NANPA guidelines associating NPA-NXX codes with particular exchange areas.
6.2 The Voice Services is not to be used with any “virtual numbering” or foreign-exchange-like arrangements. The Voice Services may not support and RIVR_Tech reserves the right to not accept 976, 900, 101XXXX and such other call types in which charges typically would be billed to the originating caller on behalf of a third party terminating carrier and RIVR_Tech might be expected to act as a collection agent. If RIVR_Tech completes any such call, Customer is responsible for paying all charges passed through by RIVR_Tech.
6.3 Customer expressly agrees not to use Services associated with the unlimited inbound or outbound calling for auto-dialing, continuous or extensive call forwarding, call center traffic, telemarketing, fax broadcasting or fax blasting, or for any other use that results in excessive usage inconsistent with standard calling patterns. RIVR_Tech reserves the right, at its own discretion, to seek redress for, terminate or convert to metered usage any such services, upon not less than five (5) days prior written notice to Customer.
6.4 Customer must comply with the federal Telephone Consumer Protection Act and other laws or regulations pertaining to “do not call” lists or registries.
6.5 Customer shall not: (1) re-classify or re-originate traffic or take any other action to make traffic appear as if it (i) is anything other than the type of traffic delivered to Customer (including but not limited to making TDM originated traffic appear to be IP originated) or (ii) originated from a place or on a type of equipment different from the place or type of equipment from where it, in fact, originated; (2) modify, alter or delete in any manner calling party number information, originating point codes or any other signaling information, or call detail; or (3) resell the service or otherwise provide the service to other users for a fee.
6.6 Customer shall manage and correct, as necessary, any fraudulent calling patterns and shall otherwise screen and block invalid calling. RIVR_Tech shall have the right (but not the obligation) to take protective action against Customer in order to protect RIVR_Tech’s network which protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is resolved (in RIVR_Tech’s reasonable discretion).
6.7 Emergency Services 911 Dialing. RIVR_Tech shall provide 911 Services to Customer as part of the Voice Services. Customer acknowledges and agrees the terms and conditions outlined in the 911 Services Disclaimer incorporated as Annex 1 to this Voice Services Exhibit.
7. Termination
7.1 Either party may terminate this standard agreement at any time.
7.2 In the event that a non-standard agreement has been negotiated and agreed upon, the terms and agreements surrounding applicable notice terms, applicable termination fees or billing of future unbilled charges, supersedes the terms in this standard agreement.
7.3 The termination fees, in addition to all charges accrued but not paid for, shall be due and payable on the date of termination.
8. Fraudulent Use of Voice Services
8.1 RIVR_Tech may suspend services in whole or in part to the extent it believes such action is reasonably necessary to prevent or stop fraudulent use; however, it shall have no obligation to do so and Customer’s liability for such use shall in no way be reduced by claims that RIVR_Tech should have acted to stop such use.
8.2 Customer is responsible for all charges attributable to or incurred through the Services provided to Customer, whether such use is by Customer or any third party, even if incurred as the result of fraudulent or unauthorized use of the Services. In no event shall RIVR_Tech be liable for the fraudulent or illegal use of the Voice Services by Customer or any other users of the Voice Services. Customer remains responsible for all costs related to any fraudulent usage. Customer shall protect, defend, indemnify, and hold harmless RIVR_Tech, its officers, directors, employees, contractors, and agents, from and against any and all liabilities, allegations, claims, losses, damages, expenses (including reasonable attorney’s fees and costs), judgments, and causes of action arising from or related to fraudulent calls or usage of the Service to the extent that the person or entity claiming the calls or usage to be fraudulent is (or had been at the time of the call or usage) Customer or other person or entity that would have had access to the Service through Customer.
9. Compliance With Laws
This Voice Services Exhibit and its continuance hereof is contingent upon the obtaining and the continuance of such approvals, consents, governmental and regulatory authorizations, licenses and permits as may be required or deemed necessary by the Parties, and the Parties shall use commercially reasonable efforts to obtain and continue same in full force and effect throughout the term of the Agreement. Customer shall not use, and RIVR_Tech shall not provide, the Voice Services in any manner or for any purpose, which constitutes a violation of applicable laws in any jurisdiction in which the Voice Services are being provided and each Party shall indemnify the other Party against any such unlawful use of the Voice Services arising from its use or provision of the Voice Services. Based on the facts and circumstances of the violation, Customer non-compliance with any law or legal obligation may be deemed a material breach, entitling RIVR_Tech to immediately terminate the Agreement or any and all services without penalty.
10. Interruptions, Limitations, And Modifications To Service
10.1 Since voice over IP is dependent on the IP network, the availability of an adequate power supply, and correct Equipment configuration, RIVR_Tech does not guarantee that RIVR_Tech Voice service will be continuous or error-free. Customer acknowledges and understands that RIVR_Tech cannot guarantee that voice over IP communication is completely secure.
10.2 Customer also acknowledges that RIVR_Tech may establish general practices and limits concerning use of the RIVR_Tech Voice service, including without limiting other limitations set forth in these TOS or otherwise, RIVR_Tech Voice service cannot be used to make or receive operator-assisted collect or third-party billing calls, nor can RIVR_Tech Voice service be used to make 900/976 calls; certain N11 services (211, 311, 511); area code 500, 700, and 710 calls; 10-10-XXX dial-around calls; or international operator or directory assistance calls.
10.3 Power Outages and Backup Batteries. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT RIVR_Tech VOICE SERVICE REQUIRES ELECTRICAL POWER TO FUNCTION AND THEREFORE MUST AT ALL TIMES MAINTAIN A WORKING BACKUP BATTERY. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT TO CONSERVE BATTERY POWER DURING A POWER OUTAGE, CUSTOMER SHOULD NOT ATTEMPT TO USE THE BACKUP BATTERIES FOR ANY PURPOSE OTHER THAN TO POWER THE VOICE SERVICE (OR TO POWER THE INTERNET CONNECTION). CUSTOMER ALSO ACKNOWLEDGES AND UNDERSTANDS THAT CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING BACKUP BATTERIES OR OTHER SOURCES OF POWER FOR ANY PHONES USED WITH THE VOICE SERVICE.
10.4 Home Alarm and Other Device Compatibility.RIVR_Tech MAKES NO WARRANTY THAT (i) RIVR_Tech VOICE SERVICE USED AS A COMMUNICATIONS PATHWAY FOR MONITORED BURGLAR ALARMS, MONITORED FIRE ALARMS, AND/OR MEDICAL MONITORING SYSTEMS OR DEVICES, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR OR ALL MONITORED BURGLAR ALARM(S), MONITORED FIRE ALARM(S), OR MEDICAL MONITORING SYSTEM(S) OR DEVICE(S), OR (iii) BATTERY BACKUP POWER WILL BE SUFFICIENT TO MAINTAIN THE SERVICE THROUGHOUT ANY AND/OR ALL POWER OUTAGES.
Annex 1
911 Service Terms
You will have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when you dial 911, your telephone number and registered address may be sent to the local emergency center assigned to your location. Emergency operators may have access to the information they need to send help and call you back if necessary.
RIVER_Tech does not have control over emergency operators nor can we guarantee that a 911 call will be routed to the correct operator. Customers in locations where the emergency center is not equipped to receive their telephone number and address may have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak. You authorize us to disclose your name and address to third-parties involved with providing 911 Dialing to you, including, without limitation, call routers, call centers and local emergency centers.
You agree to assume the obligation to inform any employees, guests and other third persons who may be present at the physical location where you utilize the services and/or products we provide under this Agreement of the important differences in and limitations of your phone service as compared with basic 911 or E911.
911 Sticker. The documentation that accompanies each telephone device will include a sticker concerning the potential non-availability of basic 911 or E911 (the “911 Sticker”). It is your responsibility, in accordance with the instructions that accompany each device, to place the 911 Sticker as near as possible to each phone that you use with the service. If you did not receive a 911 Sticker with your telephone device, or you require additional 911 Stickers for phone devices we do not provide, please contact our customer care department at 1-888-538-3960 for additional 911 Stickers which we will provide for no additional cost.
Location of Service. This service is provided at a specific permanent address and not available as a nomadic offering. Before you move the telephone device(s) to another location, you must notify us to determine if service can be provided at your new permanent address. Service will only be provided at locations where E911 or basic 911 connectivity are available.
Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any phone line that you are using with our service, UNLESS AND UNTIL YOU RECEIVE AN EMAIL FROM US CONFIRMING THAT THE 911 DIALING FEATURE HAS BEEN ACTIVATED FOR THAT PHONE LINE.
In the event of a power failure, network backup power systems are in place. The device providing service also provides limited battery backup. Excessive use during a power outage will result in shortened life of the internal battery. The device will provide indication of low battery voltage. You should notify us for instructions or replacement. Failure of network power backup systems or the telephone device’s internal backup system during a power failure or disruption will prevent all service, including 911 dialing from functioning.
Service outages, suspensions or disconnections of your broadband service will prevent all service, including 911 Dialing, from functioning. SUCH OUTAGES MAY OCCUR FOR A VARIETY OF REASONS, INCLUDING, BUT NOT LIMITED TO, THOSE REASONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.
Service outages due to disconnection of your account will prevent all service, including 911 Dialing, from functioning.
Other third-party transport providers may intentionally or inadvertently block the ports over which the service is provided or otherwise impede the usage of the service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your service, including the 911 Dialing feature, may not function. You acknowledge that we are not responsible for the blocking of ports or any other impediment to your usage of the service, and any loss of service, including 911 Dialing, which may result. In the event you lose service as a result of blocking of ports or any other impediment to your usage of the service, you will continue to be responsible for payment of the service charges unless and until you disconnect the service in accordance with this Agreement.
There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks. RIVR_Tech does not have any control over whether, or the manner in which, calls using 911 dialing service are answered or addressed by any local or national emergency response center. RIVR_Tech and our suppliers disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. RIVR_Tech and our suppliers rely on third parties to assist in routing 911 dialing calls to local emergency response centers and to a national emergency calling center. RIVR_Tech and our suppliers disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. NEITHER RIVR_Tech, OUR SUPPLIERS, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, AND SUBSCRIBER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO 911 DIALING SERVICE. Subscriber shall defend, indemnify, and hold harmless RIVR_Tech and our suppliers, our officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Subscriber in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney’s fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the service to be able to use 911 Dialing or access emergency service personnel.
If you are not comfortable with the limitations of the 911 dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or disconnecting the service.”
YOU ACKNOWLEDGE AND UNDERSTAND THAT RIVR_Tech WILL NOT BE LIABLE FOR ANY LOSSES INCURRED DIRECTLY OR INDIRECTLY AS A RESULT OF SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 USING YOUR RIVR_Tech Voice SERVICE OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL FOR ANY REASON, INCLUDING BUT NOT LIMITED TO THE 911 CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS DOCUMENT AND/OR THE CHARACTERISTICS, LIMITATIONS, AND/OR FAILURE OF THE 911 NETWORK ITSELF.
WITHOUT LIMITING ANY PROVISIONS OF THE TOS, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS RIVR_Tech, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THE RIVR_Tech Voice SERVICE, FROM ANY AND ALL CLAIMS, LOSSES (INCLUDING LOSS OF PROFITS OR REVENUE), LIABILITIES, DAMAGES, FINES, PENALTIES, DEMANDS, ACTIONS, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF YOU OR ANY THIRD PARTY OR USER OF THE RIVR_Tech VOICE SERVICE, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION CLAIMS RELATED TO 911 DIALING, ARISING FROM OR IN CONNECTION WITH ANY FAILURE OR OUTAGE OF RIVR_Tech Voice SERVICE OR ANY FAILURE OR OUTAGE OF THE 911 NETWORK ITSELF.