3. Use of Service:
A. Service Requirements:
Voigo Services, like most VoIP service, is dependent upon customers’ possession and maintenance of sufficient internet access. Customers should deploy or have deployed enterprise-level network infrastructure to ensure proper VoIP performance and uptime. Voigo will make every effort to test your network prior to Service implementation and may require upgrades to internet services, hardware or both. Voigo Network assessment is provided free-of-charge. Voigo will not be responsible for any deficiencies in the performance of the Services if Customer’s network does not meet Voigo’s Customer Network Criteria.

B. Service Effecting Issues:
Customers affirm and agree that Voigo Hosted Voice is dependent on sufficient internet access and as such requires power and internet access at all Customers locations to perform properly. Customer also affirms and agrees that such local disruptions are outside of Voigo control and does not constitute a breach of this Agreement. Voigo will take every reasonable precaution within its platform to provide some redundancy in the event of Customer’s premises network failure.

C. Use Policies:

Customers and end-users may only use Voigo Service in compliance with this agreement and any applicable law. Customers may not resell or otherwise permit users outside of their account use services without consent of Voigo. Customer must also ensure their end-users comply with Use Policies contained herein. Any violation of the policies contain herein will be deemed as a breach of this Agreement.

i. Fair Use Policy:

Customers agrees and represents that Voigo Services will:

a. Only be used for normal business conversational purposes, not including call centers or other type of “call blasts” or marketing campaigns.

b. Only be used for normal business E-Faxing purposes, not including “fax blasts” or marketing campaigns.

c. Exclude international calling, which is available for an additional fee.

d. Not be used for any of the following prohibited uses:

i. Trunking or forwarding your Voigo phone number to (an)other phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system that is billed on a per minute basis only, unless otherwise specifically agreed.

ii. Spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail or faxes simultaneously).

iii. Bulk call-in lines (e.g., customer support or sales call centers, “hotlines”, 900 numbers, sports-line numbers, etc.).

iv. Auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls).

and similar unsupported activities are prohibited and considered to be “unreasonable use”.

Customer also agrees to not to transmit any communications that would constitute a criminal offense or violate any local, state or international law. For violations of this Fair Use Policy, Voigo may act immediately and without notice to suspend or limit the Services if Voigo reasonably suspects fraudulent or illegal activity in the Customer’s Account, material breach of the Fair Use Policy, or use of the Services. Voigo Hosted voice services include three thousand (3,000) outbound and three thousand (3,000) inbound minutes, per user, unless otherwise specified in the plan description, aggregated over the plan’s user quantity on the Customer’s account. Fair-Use-Policy allocations cannot be “rolled over” month to month. Any domestic inbound or outbound overages will be billed at a flat $0.01 per minute (US). Voigo reserves the right to monitor Customer usage at any time in compliance with this Agreement.

ii. 911 and E911 Dialing:

Voigo provides Enhanced 911 (E911) services for all Customers with Voigo’s Hosted PBX Voice plans. With E911 service, your registered address and phone number is automatically delivered to the proper local emergency call center.

You acknowledge and understand that Voigo utilizes Voice over Internet Protocol (“VOIP”) technology and as such, does NOT function or connect the same as traditional copper, fiber or wireline telecommunications with respect to support for traditional basic 911 service access to emergency services. The E911 services offered by Voigo in conjunction with services provided are available only for calls made through the Service from telephones connected to our Service, and only in the areas specified by Voigo. You acknowledge and understand that 911-type dialing is NOT automatic. When ordering the Service, Voigo will separately activate such 911-type dialing capabilities by specifically requesting them at the time of Service activation, subject to Voigo, governmental and/or industry technical approval, availability and restrictions, with specific confirmation from Voigo, as described herein. Voigo is required to charge a specific E911 Service Fee that will appear on your monthly invoice. Additionally, your devices, regardless of owned or rented must not be moved to a different location without first acquiring approval from Voigo, so that we can add or edit E911 information regarding the device. This may incur additional charges or taxes.

YOU ALSO ACKNOWLEDGE AND UNDERSTAND THAT 911 DIALING, LIKE THE SERVICE AS A WHOLE, DOES NOT FUNCTION IN THE EVENT OF A POWER FAILURE. Should there be an interruption in the power supply, the Service and 911 dialing will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment, connections and/or logins, prior to utilizing the Service or 911 dialing.

iii. Device Policies:

While we encourage use of the any Service within the United States to make calls to other countries, Voigo does not support moving any physical device or phone to any country other than the United States, unless directly expressed in your Service plan. If a Customer makes such a move you do so at your own risk, including the risk that you may be violating local laws in the country where you connect such devices or phones accessing the Voigo Voice Network. You are liable for any and all use of the Service by persons or devices provided to you.

iv. Transferring Devices:

Customer agrees and acknowledges that you will not sell, resell, donate or otherwise transfer ownership of any Customer owned devices configured to be connected to the Voigo Network without first obtaining written permission from Voigo. YOU AGREE THAT ANY DEVICE WHICH YOU HAVE TRANSFERRED OUT OF YOUR POSSESSION, YOU ARE RESPONSIBLE FOR ALL USEAGE CHARGES INCURRED AS OF RESULT.

v. Device Loss or Theft:

Customer agrees to notify Voigo immediately of any loss or theft of any device configured to be used with the Service on your behalf. Failure to alert Voigo of such a loss, may incur additional charges if the theft results in fraudulent activity. Additionally, if you suspect any fraudulent activity on your account or during the term you are accessing the Service, you must notify Voigo immediately. This includes but not limited to: loss of devices, security codes, and passwords.

vi. Device Tampering:

You agree not to change the electronic serial number or equipment identifier of any Equipment, or to perform a factory reset of any Equipment, without express permission from Voigo for each instance. Doing so shall constitute a material violation of this Agreement.

vii. Numbering Policies:

Voigo makes available voice, fax and SMS numbers, at an additional fee, which customers may select to be added and configured on their account. Voigo makes every reasonable effort to accommodate Customers request for specific local, 800 or vanity numbers.

a. Port-In Procedures:

Customers must keep existing numbers in service until any port-in numbers have completed porting onto the Voigo Network. Customers are responsible for cancelling all or part of existing accounts for numbers ported to Voigo.

In order to facilitate a port-in, Customers are required to follow the guidelines contained within the port-in documentation. Customers must provide an existing provider’s invoice containing Customer’s billing account number, accurate billing information, as well as a signed Voigo LOA (Letter of Agency) form, which will be provided by Voigo. Therefore, the completion of any number port request may depend on factors outside of Voigo’s control, including delays caused by Customer and/or other service providers.

b. Accurate Porting Information.

Customer represents and warrants that all information provided in connection with any request to port in or port out numbers to or from the Voigo Services (including without limitation any information or representations in any Letter of Agency) by Customer or any party acting on its behalf or direction will be true, accurate, and up-to-date.

c. Unauthorized Port-Out:

Voigo is required by law to comply with any valid porting request. Phone numbers may be ported out from an Account due to acts or omissions of third parties, and it may be difficult or impossible for Voigo to: (i) prevent such port-outs: (ii) retrieve numbers ported out of an Account; or (iii) port such numbers back into an Account. Voigo has no responsibility or liability due to such port-outs.

d. Call Recording:

Contained within Voigo Services, Call Recording and Eavesdropping features are available. Customer agrees and understands that there are local, state and federal laws governing the use of such a feature during a call. CUSTOMER REPRESENTS THAT IT WILL PERFORM ALL NESSESARY DUE DILIGENCE TO DETERMINE THE LEGALITY ON BOTH THE STATE AND FEDERAL LEVEL OF SUCH USE PRIOR TO ACTIVATING AND UTILIZING CALL RECORDING OR EAVESDROPPING FEATURES. THERE IS NO CIRCUMSTANCE WHERE VOIGO WILL BE HELD LIABLE FOR ANY DAMAGES RELATING TO THE CUSTOMER USE OF THESE FEATURES.

4. Termination:

A. Termination for Cause:

Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.

B. Termination Effects:

If the Customer terminates its account, in whole or in part, as a result of Voigo material breach of this Agreement, the customer will not be liable for any fees or charges for any period subsequent to such termination. Voigo may agree to submit a prorated refund for any unused portion of the current paid term in accordance with this Agreement.

If the Customer terminates its account for any other reason than a Voigo material breach of this Agreement, Customer will agree to pay any outstanding balance within thirty (30) days of termination in accordance with any applicable law.

Customer shall immediately relinquish and discontinue use of all Phone Numbers, including facsimile and toll free numbers, voice mail boxes, logins, and access to Systems assigned to Customer by Voigo.

Additionally, Customers who have received any device as part of Voigo’s Free Phone Product, must return any and all devices to Voigo within thirty (30) days of termination. Any Customer who purchased devices from Voigo, and in which those devices are still under Voigo’s Provisioning Control, will be factory reset and released to the Customer.

5. Intellectual Property:

A. Limited License:

Voigo grants to Customer and its End Users, a limited, revocable, non-exclusive license to use any software made available to be used in conjunction with the Services “(Software”) contained herein, subject to and conditional upon Customer’s compliance with this Agreement, only for the duration the Customer is entitled to use the Services and subject to the Customer being current on its payment obligations.

Customer further agrees that it will not, and will not allow its End Users to:

i. Distribute, resell or assign rights under this Agreement to other person or entity

ii. Create competing software or services.

iii. Remove copyrights from any proprietary or confidential material.

iv. Modify or create works of any Software or Systems or any associated printed materials

v. Disassemble, decompile or otherwise attempt to obtain the source code for any Software or Services

B. IP Rights

i. Voigo’s Rights:

Except for what is expressly provided in the Agreement under this section, (A. Limited License) – the Agreement does not convey any ownership or rights, expressed or implied, in the Services, related Software or any other Intellectual Property. Voigo’ Services and Software may be comprised or has elements of third-party development components. The Customer acknowledges misuse of Voigo Software and Services may violate third-party rights.

ii. Customer Rights:

Customer retains title to all Intellectual Property Rights that are owned by the Customer or its suppliers. Customer must provide all required notices and obtaining all authorizations or other approvals related to the use, reproduction, transmission, of any Customer Content that includes personal or Confidential Information.

C. Use of Marks:

Neither Voigo or the Customer may display the others, logos, trademarks in any way without such party’s prior written consent.

6. Customer Information and Protection:

A. Information sharing:

Voigo may share information within our family of companies. You can limit our sharing of certain types of customer information, known as Customer Proprietary Network Information, for marketing services different from the ones you have. Except as explained in our Privacy Policy, in privacy policies for specific services, or in agreements with our customers, Voigo does not sell, license or share information that individually identifies our customers with others outside of Voigo who are not doing work on Voigo‘s behalf without your consent. We may share information with our vendors and partners for business purposes and when necessary for them to perform work on our behalf. Voigo may also share certain non-personal identifiable information with outside companies, for example, to assist with the delivery of advertising campaigns, provide aggregate business and marketing insights, or share de-identified information.

B. Data Security

Voigo takes security seriously and will take all commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer’s Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification.

Customer must protect all End Points using industry-standard security measures. Customer is solely responsible to keep all user identifications and passwords secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify RingCentral immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify RingCentral may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. RingCentral will not be liable for any charges resulting from unauthorized use of Customer’s Account.

C. Software Changes:

Voigo may from time to time push software updates and patches directly to Customer’s device(s) for installation and Customer will not prevent Voigo from doing so. Customer must implement promptly all fixes, updates, upgrades and replacements of software and third-party software that may be provided by Voigo. Voigo will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the required changes.

7. Limitation of Liability:

A. Excluded Damages:

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.

B. Direct Damages:

EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS. LIMITATIONS UNDER THIS SECTION 10(B) (DIRECT DAMAGES) WILL NOT APPLY TO: I) CUSTOMER PAYMENT OBLIGATIONS; II) EITHER PARTY’S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY’S IP RIGHTS; III) EITHER PARTY’S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT; OR IV) CUSTOMER’S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE POLICY OR EMERGENCY SERVICES POLICY.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

C. Survival:

The limitations of liability contained in this Section 7 (Limitation of Liability) will survive termination or expiration of this Agreement and apply in any and all circumstances (except as expressly set forth above), including without limitation in the event of any failure of the essential purpose of any limited warranty or available remedy provided herein.

8. Indemnification:

Customer agrees to defend, indemnify, and hold harmless Voigo from and against all Indemnifiable Damages incurred or suffered by any of them arising out of or relating to this Agreement or the Service (including Equipment and 911 dialing), except to the extent caused by our own gross negligence or willful misconduct. This Section shall survive termination or expiration of this Agreement.

9. Warranties:

A. Voigo Warranty:

Voigo will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the extent permitted by Law, Voigo shall pass through to Customer any and all warranties Voigo receives in connection with equipment provided to Customer.

B. Disclaimer of Warranties:

The Customer agrees to use all Voigo Services, and any information obtained through or from Voigo, at Customer's own risk. Customer acknowledges and understands that neither Voigo, nor any of its employees, representatives, or agents, warrant that the Services offered or provided hereunder will not be interrupted or be error free, nor do they make any warranty or representation as to the results that may be obtained from the use of the Service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Service, unless otherwise expressly stated in this Agreement. Voigo specifically disclaims all warranties of any kind, including, without limitation, the warranty of merchantability and fitness for a particular purpose, whether expressed or implied, for the Service it is offering or providing hereunder.

10. Dispute Resolution:

A. Good Faith Attempt to Settle Disputes:

In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a duly authorized representative which will confer with the other Party before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

B. Equitable Relief:

Any breach of either Party’s IP Rights will cause that Party irreparable harm for which monetary damages will be inadequate and such Party may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in additional to any other relief to which such Party may be entitled under applicable Law.

C. Limitations:

Except for actions for nonpayment or liability arising from Section 10 (Indemnification), no claim, suit, action or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. Any actions, lawsuits, or proceedings must be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit or proceeding as a class or collective action, private attorney general action or in any other capacity acting in a representative capacity.

11. Miscellaneous:

This Agreement sets forth the entire agreement between Voigo and the Customer with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. This Agreement shall be governed by the laws of the United States and all claims concerning this Agreement shall be brought exclusively in US. The Customer is deemed to have agreed to this Agreement, when commencing use of any of Voigo’s services.