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VONAGE BUSINESS CLOUD TERMS OF SERVICE




Effective Date: June 15, 2020 




Link to Previous version




Summary Of Key Changes




Version: VBC5TOS

These Vonage Business Cloud Terms of Service (hereinafter referred to as the
"Terms" “Service Terms” or "Agreement") apply to the use of products or services
provided by Vonage Business Inc. ("Vonage Business", "Vonage" or "Company") to
the entity identified in a valid and binding Sales Quotation or Sales Order (the
"Customer") and are an integral part of the agreement between Vonage and
Customer. The Customer and Vonage are sometimes collectively referred to herein
as the "Parties," or individually as a "Party". By ordering, purchasing or using
the Services, Customer agrees to be bound by these Terms, which among other
things, require mandatory arbitration of disputes instead of a jury trial and
limit Vonage’s liability.




PURSUANT TO FCC REQUIREMENTS, VONAGE IS REQUIRED TO ADVISE ITS CUSTOMERS OF ANY
LIMITATIONS THAT E911 SERVICE MAY HAVE IN COMPARISON TO TRADITIONAL E911
SERVICE, WHICH ARE SET FORTH AT SECTION 31 BELOW AND IN THE E911 DISCLOSURE
NOTICE AND ACKNOWLEDGEMENT, WHICH CAN BE FOUND HERE.




AGREEMENT




1. Definitions: The following capitalized terms, as used in this Agreement,
shall have the meanings set forth below:




“Acceptable Use Policy” or “AUP” means the Vonage acceptable and reasonable use
policy and incorporated by reference HERE.




"Activation" means that Customer's Service is first available for Customer's use
at a Customer Location.




"Activation Date" means the date of Activation, which is the earlier of (i) the
date on which all Services are installed, activated and available for Customer’s
use at a Customer Location, or (ii) the date which is thirty (30) days after the
Effective Date, as may be adjusted by mutual agreement.




"Affiliate(s)" means, with respect to a Party, any entity that Controls, is
Controlled by or is under common Control with the entity. "Control," for
purposes of this definition, means the direct or indirect ownership or control
of more than fifty percent (50%) of the voting equity of the subject entity.




"Applicable Laws" means any and all applicable federal, state or local laws,
rules or regulations, including, but not limited to applicable restrictions
concerning call recording, call monitoring, call interception and/or direct
marketing or telemarketing.




“App Marketplace” means Vonage App Store which is accessible through Customer’s
online account and through which Customer may purchase third party products and
services connection with, or complementary to, Customer’s use of the Services.




“Customer Data” means any data, information or other materials of any nature
whatsoever generated by Customer and/or the authorized users of the Services, or
provided to Vonage by or through Customer, in the course of implementing or
using the Services.




"Customer Equipment" means all equipment owned, leased or otherwise provided by
Customer, or which is specifically identified in one or more Sales Orders as
Customer Equipment, used in connection with the Services. "Customer Equipment"
includes equipment sold by Vonage to Customer but does not include Vonage
Business Equipment.




"Customer Location" means the physical location(s) owned or leased by Customer
where Services are provided or Vonage Business Equipment will be used or stored.




"E911 Disclosure" means the provisions set forth in the Vonage Business E911
Disclosure Notice and Acknowledgement and incorporated by reference into a Sales
Order stating Vonage’s policies regarding the availability and limitations of
E911 Service.




“Effective Date” means the date the Sales Order is executed by Customer.




"In-App Purchase" means the Customer's purchase of Vonage products or services
from within a mobile application made available on a third-party online app
store such as the Apple® App Store® or Google Play™ online app stores, and where
payment is processed by the third-party online app store.




“Initial Service Term” means the period of time stated in a Sales Order during
which Vonage will provide Services to Customer.




“Renewal Service Term” means a period of time after expiration of the Initial
Service Term that is equal to the period of time of the Initial Service Term.
unless the Parties otherwise agree in writing.




"Sales Order" means a Sales Quotation as described in Section 2 that has been
offered by Vonage and accepted by an authorized representative of Customer and
shall automatically incorporate these Terms by reference. A Sales Order arises
once a Customer accepts a Sales Quotation for the initial Services; or (b)
additional Services via the online process or via phone by a Customer
administrator; and the Sales Quotation is subsequently accepted by Vonage.




"Service" or "Services" means products or services provided or made available by
Vonage to Customer that are purchased by Customer (a) as set forth in a Sales
Order, or (b) via (i) Customer’s online account with Vonage; (ii) phone by a
Customer administrator; (iii) the App Marketplace or (iv) an In-App Purchase.




"Service Term" or "Term" means the period of time (commencing upon the
Activation Date) during which Vonage provides Services to Customer.




“Shipping and Handling” means any fees and costs payable by Customer to Vonage
in connection with packaging, shipping, or processing Vonage Business Equipment
or Customer Equipment to a Customer Location.




"Software" means proprietary software (including documentation relating to such
software) owned or licensed by Vonage, or which Vonage has a right to sublicense
under this Agreement, which software is either provided to Customer under this
Agreement or is used by Customer in connection with the Services.




"Taxes and Fees" means any taxes and fees arising in any jurisdiction imposed on
or incident to the provision, sale or use of Service and Vonage Business
Equipment, including value added, sales, use, gross receipts, excise, franchise,
public utility or other taxes, fees, duties or surcharges (including universal
service, 911 and other regulatory fees and surcharges), whether imposed on
Vonage or a Vonage Affiliate.




"Vonage Business" or "Vonage" means Vonage Business Inc., a Delaware
corporation, or any Affiliate providing Services to Customer.




"Vonage Business Equipment" means all equipment that is used, leased or
otherwise provided by Vonage to Customer for use in connection with the
Services, including phone hardware (e.g., phones, routers, switches, SD-Wan
devices, and battery backup). Vonage Business Equipment does not include
Customer owned hardware or equipment or hardware and equipment that Customer
purchases through Vonage.




2. Sales Agreement. Services initially purchased by Customer for each Customer
location will be described in a "Sales Quotation" that shall include: (i) the
price, location, and other information about the Services; (ii) the details
relating to equipment being offered for sale or rent to Customer; and (iii) if
applicable, associated installation, maintenance, shipping or delivery
requirements. The Sales Order incorporates by reference these Terms, and when
executed by Vonage and Customer, becomes a binding contract between Vonage and
Customer. Vonage will provide, and Customer will pay for and receive from
Vonage, each Service pursuant to the terms and conditions of each Sales Order,
or as ordered by the Superuser (as defined in Section 7 (User Designation)).
Notwithstanding the foregoing, for In-App Purchases only, the "Sales Quotation"
shall be deemed to be the description of Services presented to Customer and
information provided by Customer within the in-app sign-up process or the App
Marketplace sign-up process, prior to Customer's confirmation of the purchase of
the Services. Upon acceptance of a Sales Order by Vonage, or for Services
ordered by the Superuser, Vonage will provide, and Customer will pay for and
receive from Vonage, each Service pursuant to the terms and conditions of each
Sales Order or as ordered by the Superuser and this Agreement. Customer may
increase the quantity of Services at existing Customer Locations at any time
during the Initial Service Term or Renewal Service Term ("Additional Services")
by entering into an addendum or change order that sets forth the specific
Additional Services requested. Each such addendum or change order shall be
subject to Vonage’s acceptance (including by the rendering of the Additional
Services), and upon such acceptance shall be considered an amendment to this
Agreement and subject to the terms herein.




3. Terms, Conditions and Policies. These Terms incorporate all additional terms,
conditions and policies that are set forth in an addendum, schedule, exhibit or
amendment to a Sales Order or this Agreement, or set forth here in the Legal
Policy Center under the headings “Vonage Business Cloud” and “General”
(collectively, the “Terms”). These Terms supersede and replace all terms and
conditions set forth in any documents issued by Customer, including purchase
orders and specifications not agreed to in writing by the Parties. Vonage may
update or replace the AUP, Privacy Policy, Copyright Policy and E911
Acknowledgement from time to time, and will provide notice to Customer at the
email address on file. Such updates will become effective 30 days after such
notice to Customer. Vonage reserves the right to change the Terms at any time
(herein referred to as a “Policy Change”), with such change being on a
prospective, and not retroactive, basis. Vonage will provide Customer with 30
days advance written notice of such change as follows: If such Policy Change is
(a) applicable to Customer, and (b) materially and detrimentally alters any
Service and/or the applicable terms and conditions under which such Service is
then being provided to Customer, notice shall be provided through Customer’s
invoice or by e-mail to Customer’s email address on file. Upon receipt of
notice, Customer will have 30 days to notify Vonage that such changes are
materially and adversely impacting, stating specifically which changes are
impactful, and the Parties will engage in an up to 30-day executive escalation
to reach a mutually agreeable workaround agreement. If agreement cannot be
reached on commercially reasonable terms, Vonage may either waive or modify the
requirement to Customer's reasonable satisfaction. If Vonage does neither, then
Customer can either, within 30 days thereafter, accept the Policy Change or
terminate those Services affected by the Policy Changes without termination
liability, without the right to continue to use those Services on a month to
month basis. Notwithstanding the foregoing, Customer’s right to object or
terminate shall not apply to Policy Changes required by applicable law,
regulation or governmental authority to which Vonage or Customer is subject, or
to AUP changes required to protect the security, operability and integrity of
Vonage facilities, services or factors that would adversely affect its other
customers, or to comply with reasonable acceptable use policies of its providers
supporting the Services.




4. App Marketplace; Marketing Partners & Authorized Distributors.




(a) App Marketplace. Vonage offers third party products and services (“Third
Party Apps”) on its App Marketplace. When Customer subscribes to use such Third
Party Apps, Customer shall agree separately to the required terms of use or
service with such third party App provider (“App Terms”), in addition to these
Terms. Vonage is responsible for the billing and collection of amounts owed to
such third party provider and to tax and regulatory authorities, and will charge
Customer’s method of payment. Charges for these services will appear on
Customer’s monthly Vonage invoice. Vonage will also handle all billing
questions. Customer acknowledges that Vonage is not responsible for support or
technical assistance with respect to any Third Party App and that Customer’s use
of the App itself is subject to the App Terms; Customer shall direct its App
questions and support requests directly to the provider of the Third Party App
at the contact email address or number set forth on the Marketplace and/or in
the App Terms. However, Customer may only modify or terminate Third Party Apps
or related accounts through the App Marketplace in order to modify or terminate
billing for such Third Party Apps. Failure to do so through the App Marketplace
will not modify or terminate billing, for which Customer is liable. Customer is
solely responsible for its use of the Third Party App, and will indemnify Vonage
and its Affiliates against any and all claims arising from Customer’s misuse of
the Third Party App or its breach of the App Terms.




(b) Vonage may enter into marketing arrangements with marketing partners (each a
"Marketing Partner") or resale/distribution agreements with authorized
distributors (each an "Authorized Distributor") who market Vonage Services to
prospective customers who then subscribe to these Terms of Service. When these
Terms are accepted by a Customer, the Customer is considered a customer of
Vonage only with respect to Vonage Services. As an example, if the distributor
of internet services also markets Vonage-branded solutions and a Customer
subscribes to both internet services and Vonage Services with Vonage under these
Terms, the customer is considered, with respect to Vonage Services, only a
customer of Vonage. The terms, conditions and policies pursuant to a Marketing
Partner or Authorized Distributor's contractual arrangement with Customer for
other products and services may differ from Vonage’s Terms of Service, Privacy
Policy and other policies applied by Vonage to similarly situated customers, but
such Marketing Partner's or Authorized Distributor's terms, conditions and
policies will not apply to Vonage Services, nor supersede these Terms as
applicable to Vonage Services.




5. Authorizations. Customer shall provide Vonage, at no cost to Vonage, all
permissions, consents or authorizations necessary to activate, maintain,
inspect, and repair the products and/or Services and any Vonage Business
Equipment, including (if applicable) the right to access and enter Customer's
Location with advanced notice. The parties will agree in advance on the day(s)
and time(s) of any such access.




6. High Speed Internet Connection Required. Customer understands, acknowledges,
and agrees that: (i) Customer must have a high-quality high speed internet
connection to use the Services; and (ii) Vonage is not providing an internet
connection for Customer. Vonage does not control and is not responsible for: (i)
Customer's internet connection; (ii) the quality of Customer's internet
connection; (iii) any third party products and/or services related to Customer's
internet connection; or (iv) problems with the Services that are caused by or
related to Customer's internet connection. Vonage will not contact any of the
internet providers and/or service or product providers on Customer's behalf.




7. User Designation. Customer may designate one user to be an account
administrator with full administrative control of Customer's account from the
Vonage user interface. For most Vonage customers, the primary administrator for
Customer’s account is known as the Superuser or, in some cases, a primary
administrator (collectively hereinafter, "Superuser"). The individual assigned
to be the Superuser is an individual designated by Customer through the online
sign-up process or, if the agreement was not entered into online, the individual
whose name is identified on the Sales Order as the Customer’s authorized person.
The Superuser or users designated by the Superuser as account administrators:
(i) have the ability to make changes to the Customer account (e.g., service
additions, service deletions - subject to early termination charges, if any -
assignment of users, account cancellations, updates to credit cards, etc.); and
(ii) arethe authorized individuals on Customer's account with respect to
transferring (or "porting") of Customer telephone numbers to a carrier other
than Vonage. The Superuser may re-assign "Superuser" status to another user. In
the event Customer desires information regarding a customer service record or
actual call log details, the information requests must come from the Superuser
or a Customer account administrator. However, Vonage shall respond to these
requests by transmitting the requisite information to the email address on file
for the Superuser.




(a) Company Contact. The "Company Contact" for the account is assigned through
the online sign-up process. The Company Contact shall refer to the individual(s)
who will receive messages from Vonage concerning matters of general relevance to
the account (e.g., notices of updates to the account, billing notices,
maintenance alerts, etc.). Such notices are typically provided through
electronic mail. A Company Contact may or may not be the Superuser or an
administrator for the account.




(b) Reassigning Superuser Designation. In the event that Customer seeks to
re-assign the Superuser designation on Customer's account and the Superuser is
unable to make the change, Vonage requires that the Customer either: (i) submits
an email from the Superuser's email address on file with Vonage; or (ii)
provides a written request on Customer's letterhead and executed by an officer
or owner of the Customer company.




(c) Adding Services. Additional Services can be purchased by a Superuser, or
users designated by the Superuser as account administrators, through the Vonage
user interface or by calling Vonage Customer Care. Customer hereby authorizes a
Superuser to: (i) add Services to Customer's Vonage account; and (ii) commit
Customer to pay for these Services on a recurring monthly basis. A Superuser, or
users designated by the Superuser as account administrators, have the ability to
authorize an account cancellation and make changes to the account (e.g., service
additions, service deletions - subject to early termination charges if any,
assignment of users, updates to credit card(s), etc.).




8. Equipment.

Customer understands and acknowledges that Activation of the Services may
require the use of certain Customer Equipment and/or Vonage Business Equipment.




(a) Customer Equipment. Customer represents that it owns or otherwise has the
right to use the Customer Equipment in connection with the Services. Customer
shall be fully responsible for the installation, maintenance, repair and
operation of any Customer Equipment. Vonage shall not be responsible for
ensuring compatibility of any Customer Equipment with Vonage Business Equipment.




i. Vonage may, upon Customer's request, facilitate the provision of equipment
from a third party supplier or resell certain equipment. While Vonage recommends
some equipment brands and may facilitate Customer's purchase of some equipment
as an accommodation, the original equipment manufacturer and not Vonage shall be
responsible for any equipment defects, if applicable. Vonage will pass through
all original equipment manufacturer warranties for the equipment to Customer.
Vonage shall have no liability to Customer of any nature regarding such
equipment. Customer is responsible to check the equipment manufacturer's website
for warranty, return rules and other terms and conditions applicable to such
third party equipment.




ii. Purchased equipment may not be returned to Vonage unless otherwise directed.
ALL EQUIPMENT SALES ARE FINAL. Equipment sold by Vonage to Customer may be
returned to the manufacturer solely in the event of a defect which arises within
the applicable warranty period, provided Customer complies with the terms of
this Section and the Return Materials Authorization ("RMA") policy. Prior to
returning the equipment, Customer must contact Vonage so that Vonage may confirm
the correct location to send the equipment, confirm that a defect exists to
process a warranty claim on behalf of Customer, and to provide a RMA number.
Customer must ship the equipment to the address provided by Vonage in accordance
with all RMA procedures within 10 days after receipt of a RMA number, including
the payment of all shipping fees. Once the equipment is received, if applicable
the original equipment manufacturer will handle the return in accordance with
its applicable warranty policy.




(b) Vonage Business Equipment. With respect to Vonage Business Equipment rented,
leased, loaned or otherwise provided by Vonage for use by Customer, Customer
will not: (i) repair or otherwise modify any Vonage Business Equipment without
Vonage’s prior written consent; or (ii) create or allow any liens or other
encumbrances to be placed on any Vonage Business Equipment. Customer must notify
Vonage prior to relocating any Vonage Business Equipment.




i. Customer will use commercially reasonable efforts to protect and maintain
Vonage Business Equipment in a secure location at the Customer Location within
conditions (including room temperature) that are customary and reasonable for
such equipment, and shall be fully liable for all costs, charges or expenses
associated with damage to or loss, including the replacement cost of Vonage
Business Equipment beyond normal wear and tear.




ii. During the Term of any applicable Service, Vonage shall repair or replace
defective Vonage Business Equipment rented (or otherwise provided by Vonage for
use) by Customer. Notwithstanding the foregoing, Vonage shall not be obligated
to replace Vonage Business Equipment if it is determined by Vonage that Customer
or another third party is responsible for damage to Vonage Business Equipment.
Customer will be responsible for the replacement cost of such damaged equipment,
as well as applicable shipping costs.




iii. Vonage Business Equipment (and replacements) may be refurbished equipment.




iv. Upon the termination of this Agreement or any Service, or if Customer is
returning Vonage Business Equipment during the Service Term, Customer must
contact Vonage for the relevant RMA information. Customer shall securely pack,
ship and return to Vonage all Vonage Business Equipment at Customer’s expense in
accordance with the RMA instructions to the address designated by Vonage.
Failure to obtain an RMA and/or to adhere to Vonage’s RMA instructions will give
rise to Customer’s full liability for the replacement cost of the Vonage
Business Equipment. The RMA must be received before the Vonage Business
Equipment may be shipped back to Vonage. All wires, cables and power supplies
provided with the Vonage Business Equipment must be returned with the Vonage
Business Equipment. If the Vonage Business Equipment has not been timely
returned to Vonage within 30 days after the termination of the applicable
Service, Vonage shall invoice Customer and/or charge Customer's method of
payment (if paying via credit card or ACH), and Customer shall pay for the full
replacement value of any Vonage Business Equipment. The “replacement cost” shall
be the then current list purchase price of the Vonage Business Equipment. Vonage
Business Equipment remains the property of Vonage at all times and Vonage
reserves all other rights and remedies, including retrieval. Customer will not
withhold access to Vonage to retrieve unreturned equipment, and in such case,
Vonage may charge Customer, and Customer will pay and be liable for, a retrieval
fee of up to $1,000.00 per Customer Location. Said charge may be assessed only
in the event Customer does not pay for such unreturned Vonage Business
Equipment, and Vonage is required to dispatch a technician to retrieve such
equipment (which is a non-exclusive remedy to obtaining the replacement cost
chargeable to Customer, as applicable).




9. Software.




(a) Non-Exclusive License. If Software is provided by Vonage in connection with
Service(s), Vonage grants to Customer a personal, limited, revocable,
non-exclusive, non-assignable and non-transferable license (other than to a
Customer Affiliate or pursuant to Section 36(a) (Assignment) to use the Software
in object code form only, solely for the purpose of using the Service(s). This
license will permit such use by Customer or Customer Affiliates and any of its
employees, contractors (but only within the scope of their employment or
services with Customer) authorized by Customer to use the Service, provided that
Customer shall be responsible for all uses of the Service as provided in this
Agreement. This license commences upon Vonage’s acceptance of the Sales Order
for the Service and terminates immediately upon the expiration or termination of
the applicable Service or this Agreement for any reason. Customer shall return
or destroy all Software and any related written material, together with any
copies, in its possession or under its control promptly upon the expiration or
termination of the applicable Service or this Agreement for any reason. Any
attempt to sublicense, assign or transfer any of the rights, duties or
obligations under this license other than as set forth in this Agreement is void
and may result in termination by Vonage of this Agreement and the license. No
other licenses or rights to the Software are granted or implied.




(b) Software Upgrades and Modifications. Vonage reserves the right to upgrade
the Software or discontinue support for earlier versions of the Software at any
time, provided that such upgrade will not materially alter the features and/or
functionality of the Services. Customer agrees to implement promptly all fixes,
updates, upgrades and replacements of Software and Third Party Software as
directed by Vonage or by the third party providers of Third-Party Software.
Vonage shall not be liable for inoperability of the Services due to failure of
Customer to timely implement the required changes.




(c) End User Licenses. Certain Software Vonage provides to Customer may contain
third-party software ("Third-Party Software"), including open source software.
Use of such Third-Party Software may be governed by separate copyright notices
and license provisions, which may be found or identified in documentation or on
other media delivered with the Third-Party Software or as otherwise provided to
Customer, and which are incorporated by reference into this license.
Notwithstanding any other terms in this Section 9, such provisions shall govern
the use of Third-Party Software. Customer agrees to comply with the terms and
conditions of all end user license agreements accompanying any Software
(including Third-Party Software) or plug-ins to such Software distributed in
connection with the Service. All end user licenses shall immediately terminate
on the date that the Service expires or this Agreement is terminated.




(d) Copyright/Trademark/Unauthorized Usage of Device, Firmware or Software. The
Service(s), Vonage Business Equipment and Software and all information,
documents and materials on Vonage’s website(s) are protected by trademark,
copyright, patent and other intellectual property laws and international treaty
provisions. All website content, corporate names, service marks, trademarks,
trade names, logos and domain names of Vonage are and shall remain the exclusive
property of Vonage or its Affiliates and nothing in this Agreement shall grant
Customer the right or license to use any of the foregoing. Customer agrees that
the Vonage Business Equipment is exclusively for use in connection with the
Service and that Vonage will not provide any passwords, codes or other
information or assistance that would enable Customer to use the Vonage Business
Equipment for any other purpose. If Customer decides to use the Service through
an interface device not provided by Vonage (which Vonage reserves the right to
prohibit in particular cases or generally), Customer warrants and represents
that it possesses all required rights, including software and/or firmware
licenses, to use that interface device with the Service and Customer will
indemnify, defend and hold harmless Vonage from and against any and all
liability arising out of Customer's use of such interface device with the
Service. Customer may not undertake, cause, permit or authorize the
modification, creation of derivative works, or translate, reverse compile,
disassemble, hack or reverse engineer, or otherwise attempt to derive the source
code from the binary code of the Software.




10. Service Term and Service Cancellation.




(a) Service Term; Notice of Cancellation. Each Sales Order forms a fixed term
subscription and is effective and binding on Customer on the Effective Date.
Customer agrees it is liable for the full value of each Sales Order, subject to
Section 26(b) (Vonage Default). The Service Term will begin on the Activation
Date. Sales Orders which describe delivery of Service to multiple Customer
Locations may identify multiple Service Dates and Service Terms, with the
Service Term for such additional Customer Location being on separate Sales
Orders and Service Terms.




i. Month-to-Month Services. For Services provided on a month-to-month basis,
either Party may terminate the Services by providing at least 30-days’ notice,
with termination being effective the month following the month notice was
provided.




ii. Fixed Term Services. For Services provided on a fixed-term basis, the
Initial Service Term will automatically renew for a Renewal Service Term (with
automatic renewal of subsequent Renewal Service Terms) equal in length to the
previous Service Term unless the Parties agree otherwise via addendum, or unless
either Party terminates the Service(s) by contacting the other Party via
telephone providing notice of non-renewal no less than 90 days prior to the
expiration of the then-current Service Term. The Service Term shall continue
unless and until either Party provides notice of cancellation in accordance with
this Section 10, or Vonage terminates the Services in accordance with the terms
set forth in this Agreement. Notwithstanding notice by a Party to terminate
Services and this Agreement, the Service(s) will remain in effect through the
effective date of termination and the terms and conditions of this Agreement and
the applicable Sales Order(s) will continue to apply to such Services. Upon
termination of the applicable Service Term, Vonage will not be obligated to
furnish the Services to Customer; provided however, if Vonage continues to
provide Services and Customer accepts and continues to use the Services after
termination of the Service Term, such use shall be on a month-to-month basis and
Customer shall be obligated to pay for such Services at then-current monthly
rates for such Services. Either party may terminate such month-to-month term
pursuant to Section 10.a. above. The Service Term for Additional Services (not
including the Vonage Business Equipment) will be coterminous with the Services
at the Customer Location where the Additional Services are being added. The
Service Term for Vonage Business Equipment will require a minimum 24-month
Service Term and will not be co-terminus if at the time of purchase Customer’s
Service Term is less than 24-months. Service Fees will be increased to reflect
the Additional Services, subject to the same pricing and payment terms as are
set forth in the applicable Sales Order. Additional Customer Locations are
contracted pursuant to additional Sales Orders by Customer Location.




(b) Early Termination Charges - Fixed Term Services.




i. Early Termination Liability. If Customer terminates a Sales Order or all or
any of the Service(s), other than pursuant to Section 26(b) (Vonage Default), or
if Service is terminated by Vonage hereunder pursuant to Section 26(a) (Customer
Default), all charges, Taxes and Fees under such Sales Order will be accelerated
and Customer shall pay Vonage the sum of: (i) all unpaid amounts for Service(s)
actually provided; plus (ii) 100% of the remaining contracted monthly recurring
charges as of the date of termination through the end of the Service Term as
prescribed in the Sales Order, or if such termination is prior to the Activation
Date, the monthly recurring charges multiplied by the number of months
prescribed by the Sales Order for the Service Term; and (iii) applicable Taxes
and Fees on all of the foregoing. Vonage may automatically charge Customer’s
selected method of payment if Customer is paying via credit card or ACH, or
Customer shall pay such cancellation amount upon receipt of an invoice
therefore, at Vonage’s option, pursuant to Section 11(a) (Billing and Payment
Processing).




(c) Additional Termination Obligations. Upon termination, expiration or
cancellation of the Services, Customer shall discontinue use of any Vonage
Services, including Vonage-provided telephone numbers, log-ins, voicemail access
numbers or any web portal sites assigned to Customer by Vonage.




(d) Cancellation Process. Services may be cancelled by Customer only through the
Superuser, or users designated by the Superuser as account administrators, by
contacting Vonage by telephone, Monday - Friday: 8 AM to 12 AM EDT and Saturday
- Sunday: 9 AM to 9 PM EDT. (If Customer contacts a Marketing Partner or
Authorized Distributor to cancel the Services, or any portion thereof, that
Marketing Partner or Authorized Distributor will collect the pertinent
information and provide the information to Vonage to effect cancellation in
accordance with Customer's instructions.) CUSTOMER MAY CANCEL SERVICES ONLY
THROUGH THIS METHOD. VONAGE WILL NOT ACCEPT CANCELLATION VIA FAX, SMS, EMAIL, OR
OTHER ELECTRONIC METHODS. FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS
SECTION WILL RESULT IN ONGOING SERVICE CHARGES, FEES AND TAXES. Vonage will
provide Customer with email confirmation of the Services cancelled. If Customer
does not receive a confirmation of Service cancellation, Customer must notify
Vonage by contacting Vonage Customer Care by telephone.




(e) Ancillary Services Termination. In the event Customer subscribes to
ancillary services provided by Vonage (including voicemail recording, call
recording, etc.), cancellation of the Services for any reason shall also result
in the cancellation of such ancillary services.




(f) In-App Purchases. Sections 10(a) through 10(e) above shall not apply for
Services purchased via In-App Purchase or the App Marketplace. Services
purchased via In-App Purchase are provided on a monthly basis and the Term will
begin on the Activation Date. The terms of service for the app store or the App
Marketplace from which Customer downloaded the mobile application shall govern
renewals, refunds and cancellations of the Services, and such terms are hereby
incorporated by reference. Failure to comply with such terms may result in the
suspension or termination of Services pursuant to Section 26(a) (Customer
Default). Due to payment notification requirements of certain app store
platforms, Customer may be required to open their mobile app to enable automatic
delivery of their monthly subscription payment notification to Vonage. If
Customer fails to open (or if Customer deletes) their mobile app within 14 days
after the end of the prior monthly subscription period, Vonage may not receive
payment notification despite Customer's account having been charged by the app
store platform. If Vonage does not receive payment notification within 14 days
after the end of the prior monthly subscription period for any reason,
Customer's account may be suspended or terminated pursuant to Section 26(a)
(Customer Default).




11. Billing, Credit, and Payment.




(a) Billing and Payment Processing.




i. Payment of Invoices. Invoices are delivered monthly. Except for usage based
fees, all fees are due in advance on the first day of each billing period,
subject to Section 26(a)(i) (Customer Default). Fees may include monthly
recurring charges ("Service Fees") and other non-recurring charges including but
not limited to, activation fees, porting fees, early termination fees ("ETF"),
and other fees further described in Section 12 (Taxes and Fees) (collectively,
"Fees"). All usage based charges (including charges for international calls) are
due and payable in arrears on the first day of each billing period following the
month they were incurred. Customer agrees to pay for all equipment as the
equipment order is processed and set up fees upon acceptance of the Sales Order
or as ordered by the Superuser. Customer agrees to pay for the first month of
Services upon Activation of the Services. Failure to pay all undisputed amounts
in full may result in account suspension pursuant to Section 26(a) (Customer
Default). and Vonage shall have no liability for such suspension under any
circumstances. In the event that Customer's use of the Services involves
usage-based charges, Vonage may, as applicable, in its sole discretion, process
charges against Customer's payment method prior to Customer's regular monthly
billing cycle date.




ii. Customer agrees to pay Vonage all undisputed recurring monthly service
charges, Taxes and Fees, Shipping and Handling, set-up charges and usage
charges, if applicable, for Customer's use of the Services. Vonage may also
charge, and Customer shall pay, all recurring and nonrecurring costs, charges
and expenses incurred by Vonage for Customer's benefit in connection with
installation, delivery or implementation of the Services (collectively, the
"Special Install Costs"), as reflected in the applicable Sales Order or
Statement of Work. For clarification and by way of example, standard
installation does not include (and the following may comprise a portion of any
Special Install Costs) core drilling, wiring extensions for excessive distances,
installation of new conduit runs, installation of water proof shielding,
installation of aerial circuit runs, or removal of hazard materials, as
determined by Vonage at its sole discretion, as well as after-hours installation
of Services (“Non-Standard Installation”). Non-Standard Installation will be
purchased by Customer as an additional Service. Non-Standard Installation is the
installation of Services Monday to Friday between 5pm to 8am (local time), or
any time on Saturday and/or Sunday. Non-Standard Installation will include
appointment coordination, the provisioning of the Service, basic external
wiring, call tests, and remote Vonage technical support as needed. Customer
agrees to provide Vonage with a valid email address, billing address, and a
valid payment method prior to activation of Service. Customer shall advise
Vonage immediately if Customer's Company Contact or Superuser email addresses
change and/or if the payment method changes or expires.




iii. Customer agrees to supply Vonage with the information necessary for Vonage
to complete an initial credit evaluation to verify Customer’s credit rating
prior to providing Customer with access to the Services or the Equipment. Vonage
may also, during the Service Term of this Agreement, update its information
regarding Customer’s credit rating without notice to or permission from
Customer. Vonage reserves the right during the Service Term, in its sole
discretion, to require another form of secure payment authorization such as
credit card or auto-payment in the event Customer’s account is habitually
delinquent, or if Customer is purchasing additional Services and at the time of
purchase Customer’s credit rating has materially decreased.




(b) Payments via Credit Card or ACH. With respect to all amounts chargeable to
Customer under this Agreement, if paying by credit card or ACH, Customer
authorizes Vonage to: (a) automatically bill the credit/debit card Customer
provided on the same day of each month; or (b) automatically debit (charge)
Customer's checking account electronically via ACH on the same day of each
month. "ACH" shall mean the automated clearing house, which is the nationwide
network of banking institutions that process electronic payments automatically
between bank accounts. Customer agrees that Vonage may receive updated
information about Customer's account from the financial institution issuing
Customer's credit/debit card. Customer's payment method is also subject to
charge for applicable fees and charges arising from a cancellation of Service or
required Vonage Business Equipment returns.




(c) Alternative Payment Methods. Under certain circumstances, and except for
prepaid cards, Vonage may agree to accept alternative payment methods. In such
case, Customer shall agree to Vonage’s reasonable requirements, as well as
certain fees, related to the aforementioned pre-approved, alternative payment
methods. In such case, Customer authorizes Vonage to either:




(a) use information from the check to make a one-time electronic transfer from
Customer's account as soon as the Customer submits the payment; or




(b) to process the check as a check transaction, in which case Customer may not
receive the check back from Customer's financial institution. In the event that
Customer presents a check to Vonage for payment that is returned by Customer's
bank for non-sufficient funds, Vonage may suspend or terminate the account
pursuant to Section 26(a) (Customer Default). Customer shall pay a reconnect fee
to reactivate the suspended Service as set forth in Section 11(d) (Suspension of
Services for Non-Payment). Late payments and returned checks are subject to late
payment fees and returned check fees, respectively.




(d) Suspension of Services for Non-Payment. During any period of suspension,
Services and features and functions of the Services (including, but not limited
to call recording service and any other service Vonage is providing) will be
unavailable to Customer until the undisputed amount owed is paid in full.
Customer will be unable to record calls or access any data or recordings that
have previously been stored by Vonage. If Vonage restricts or suspends
Customer’s Services pursuant to Section 26(a) (Customer Default), Customer
remains responsible for all Service Fees during any suspension period. Vonage
may, at its sole option, choose to restore Customer’s Services prior to receipt
of the delinquent amount owed. A restoration fee of $25.00 may apply and any
overdue charges must be paid in full. Such restoration shall not be construed as
a waiver of Vonage’s right to (i) receive full payment for all delinquent
Service Fees due or (ii) again restrict, suspend or terminate the Services at
any time for non-payment of any undisputed unpaid charges. The failure of Vonage
to restrict, suspend or terminate the Services for non-payment of any undisputed
charges shall not operate as a waiver or estoppel to restrict, suspend or
terminate Services of such account for non-payment of current or future charges.
Vonage may also apply other payments made by Customer towards any past-due
undisputed amounts owed. Customer shall also reimburse Vonage for all reasonable
attorneys' fees and other costs incurred by Vonage relating to collecting
delinquent payments or Customer's undisputed non-payment breach of this
Agreement.




(e) Billing Disputes. If Customer reasonably disputes an invoice, Customer must
pay the undisputed amount and submit written notice of the disputed amount (with
details of the nature of the dispute and the Services and invoice(s) disputed)
to the address below on or before the due date. In the event Customer intends to
dispute amounts already paid in full, Customer must submit notice of such
dispute in writing via email, within 90 days from the date of the invoice (such
date at the end of such period being the "Dispute Due Date"). After receipt of
notice of the dispute, Vonage shall undertake an investigation of the dispute,
so long as Customer has not waived its rights pursuant to this paragraph to make
the dispute. At the conclusion of the investigation, Vonage will notify Customer
of the amount to be correctly charged and such amount will become immediately
due and payable. Vonage may charge interest on such amount from the date
originally due. If the dispute notice is not sent by the Dispute Due Date,
Customer waives all rights to dispute the applicable charges, unless otherwise
provided by law. All billing disputes must be sent to:customercare-vb@vonage.com
or via regular mail to:




Vonage Business Billing Department (Disputes)

23 Main Street

Holmdel, NJ 07733

 

With a copy to:

Vonage Legal Department

Vonage Business

23 Main Street

Holmdel, NJ 07733

 

(f) Additional Charges. Customer acknowledges that Customer may incur additional
charges while using the Service. For example, Customer may incur charges as a
result of accessing certain on-line services or purchasing or subscribing to
certain other offerings. Customer agrees that all such charges, including all
applicable taxes, are the sole responsibility of Customer, and Customer
covenants to timely pay all such charges.




12. Taxes and Fees. Prices for Services do not include, and Customer is
responsible for, all Taxes and Fees. Customer may also be charged taxes by a
Marketing Partner or Authorized Distributor for non-Vonage products and services
sold or licensed by that Marketing Partner or Authorized Distributor in
connection with Customer's order for Vonage Services. In addition, a regulatory
recovery fee for every phone number assigned to Customer's account, including
toll free and virtual numbers, will be charged monthly to offset costs incurred
by Vonage in complying with inquiries and obligations imposed by federal, state
and municipal regulatory bodies/governments and related legal and billing
expenses. This recovery fee may also include recovery of costs for legal,
intellectual property, cybersecurity, compliance and other related expenses,
including those related to number portability, customer privacy protection and
anti-fraud protection. This fee is not a tax or charge required or assessed by
any government and may be recovered by Vonage through imposition of a surcharge
on the cost of the Service. Customer may present Vonage with an exemption
certificate eliminating Customer's and Vonage’s liability to pay certain Taxes
and Fees. If any amounts paid for the Services are refunded by Vonage, Marketing
Partner or Authorized Distributor, applicable taxes may not be refundable. The
foregoing shall not apply to In-App Purchases. The terms of service for the app
store from which Customer downloaded the mobile application shall govern taxes
and fees for the Services, if any, and such terms are hereby incorporated by
reference.




13. Regulatory and Legal Changes. Vonage may discontinue, limit, modify any
Service, or impose additional requirements to the provision of any Service, as
may be reasonably required to comply with any Applicable Laws. If changes in
Applicable Laws materially and adversely affect the delivery of Service
(including the economic viability thereof) or would impose further compliance
requirements, then Vonage will provide notice to Customer (in accordance with
Section 3) to the extent that said changes impact Customer's obligations and
details of regulatory changes and if requested by Customer, the Parties will use
good faith efforts to negotiate appropriate changes to this Agreement. If the
parties cannot reach agreement within 30 days after Vonage’s notice requesting
renegotiation, Vonage may, on a prospective basis after such 30-day period, pass
any increased costs (if applicable) resulting from such changes on to Customer;
provided, however, that Vonage shall provide Customer written notice of any
increased costs or charges and Customer may upon notice given to Vonage within
60 days after delivery of the notice of the increased charges terminate Service
without liability for an early termination fee or charge. If Customer does not
terminate Service within such 60-day period, Customer’s termination right shall
expire and Customer shall be obligated to accept and pay for the Service until
expiration or termination of the Service Term.




14. Metered Extensions; International Calls. There are certain calls which will
incur additional usage charges, such as calls made outside of the United States,
Canada and Mexico (“International Calls”), and calls made via a Metered
Extension. Metered Extension usage is billed in full-minute increments, and
actual usage is rounded up to the next full-minute increment at the end of each
call for billing purposes. International Calls may not be available for certain
types of Services and to certain countries pursuant to the AUP.




15. Bundled Usage. Vonage or its Marketing Partners or Authorized Distributors
may offer bundled plans which include a defined combination of services and
which may offer a specified number of minutes or unlimited usage (subject to the
AUP). Bundled plans may also include usage based charges that differ from other
Vonage, Marketing Partner or Authorized Distributor plans. In some bundled
plans, the number of minutes used may be aggregated into a pool of minutes
available to extensions on an account with excess usage charges applying for any
usage above the allotted aggregate minutes at a specified rate.




16. Unlimited Calling & Unlimited Voice Services. For unlimited calling plans,
unlimited calling applies only to calls made within the United States Canada and
Mexico, and are subject to the AUP. All International Calls are subject to
additional charges. Unlimited voice services are provided solely for live dialog
between two individuals. Unlimited voice services may not be used for conference
calling, call forwarding, monitoring services, data transmissions, transmission
of broadcasts, transmission of recorded material, or other connections which do
not consist of substantially uninterrupted live dialog between individuals. In
addition, certain features such as call forwarding from auto attendants to an
outside number, calls to a queue, and each line on a conference bridge will
incur charges at the then current rate established by Vonage. Notwithstanding
the foregoing, Customer shall be entitled to use Vonage conference calling
services such as three way calling and Vonage-provided conference calling
bridges. See the AUP for additional limitations pertaining to Customer's use of
unlimited voice services.




17. Ancillary Services; Voicemail and Call Recording Retention Policy.




(a) Caller name identification (i.e., caller ID with name) Services provided by
Vonage are based on availability of such Services from Vonage’s underlying
providers. Vonage does not guarantee that such Services are available for all
numbers in all serving areas.




(b) All Customer call recordings are retained until Customer deletes the data,
or the Service(s) are canceled, or until Customer utilizes all of their allotted
storage space. Customer may download the data at any time prior to cancellation
or termination of Service(s). All Customer voicemail messages are retained for
90 days from the date the message was recorded. Following said retention period,
the voicemail messages are automatically purged.




(c) In the event Vonage is providing any other ancillary service, all Customer
Data associated with such ancillary service, including all recordings, will be
deleted pursuant to Section 17(b) In the event that an end user account is
cancelled or terminated prior to the termination of all of Customer’s Services
(whether by the Customer or due to termination of the Services), the user data
associated with such end user account and related ancillary services will be
deleted per Section 17(b)




(d) Certain Services provided by Vonage may be subject to separate end-user
license agreements ("EULAs"). The terms of such EULAs will be provided to
Customer in advance and shall be binding upon the parties to this Agreement. If
any such EULAs, or any provisions in such EULAs, are held to be unenforceable
for any reason, the terms of this Agreement shall apply with respect to the
supply of that Service.




(e) Vonage may introduce new ancillary Services to new and existing customers.
Such ancillary Services may sometimes be offered on a trial basis for a
specified period of time during which fees may or may not apply to Customer. In
some cases, the terms of a trial may involve an automatic re-enrollment at the
end of the trial unless the customer opts out of the trial and/or cancels the
service during the term of the trial. In no event shall Vonage impose Service
Fees on Customer for ancillary services without providing Customer the
opportunity to opt-out of the trial and/or to cancel the ancillary Service
during a no-cost trial period.




(f) Vonage offers additional training and support packages for purchase. The
details associated with cancelling those support packages can be found here.




18. Prohibited Use of the Services and Service Use Restrictions - AUP. Customer
shall use the Services only in a manner that fully complies with all Applicable
Laws, the terms and conditions of this Agreement, and the Vonage AUP, which can
be found here.




19. Fraudulent Use of Service. Customer is solely responsible for any and all
activities that occur under Customer's account except to the extent caused by
Vonage’s gross negligence or willful misconduct. Customer shall not transfer its
login credentials accessing the Services to any third party. Customer agrees to
notify Vonage if it becomes aware of any prohibited, fraudulent or unauthorized
use of the Services, Customer's account, Vonage Business Equipment or Customer
Equipment. Vonage shall not be liable for any damages resulting from any
prohibited, fraudulent or unauthorized use of the Services, Customer's account,
Vonage Business Equipment or Customer Equipment, and Customer shall bear the
risk of loss and assume all liability arising from any such prohibited,
unauthorized or fraudulent usage, except to the extent such usage arose solely
from Vonage's gross negligence or willful misconduct. Any such prohibited,
unauthorized or fraudulent use shall be deemed a material breach of the
Agreement by Customer. Customer is responsible for implementing generally
accepted security measures to protect all access points. Customer is responsible
to secure all credentials used to access the Services, including credentials
used by telephones or softphones and credentials used by end users or
administrators, as well as the media access control (“MAC”) address of
telephones used by Customer. Customer is also solely responsible for terminating
credentials and access for any end users no longer authorized by Customer to use
the Services. Customer acknowledges that placing telephones on a publicly
accessible internet protocol address or a publicly accessible network will
subject the Customer to a higher level of risk for fraudulent activity. Customer
shall not be excused from paying for Services or any portion thereof on the
basis that fraudulent calls, and any charges associated with such calls (e.g.
long distance charges), comprised a corresponding portion of the Services. In
the event Vonage discovers or has reason to believe (i) suspicious or fraudulent
calls being made, (ii) calling patterns or volumes materially outside of
Customer's regular usage patterns or (iii) other usage in violation of this
Agreement, Customer consents to Vonage taking actions it deems reasonably
necessary (including temporary suspension of the affected Service or blocking or
limiting access to particular calling numbers or geographic areas) to prevent
such calls from taking place. Vonage will attempt to provide notice prior to
taking such action, otherwise if Vonage is required to take such action to avoid
harm to Vonage, Vonage customers or third parties, Vonage will attempt to
provide notice as soon as reasonably practicable thereafter. Customer
acknowledges and agrees that Vonage is under no obligation to do so, but may:
(a) upon request investigate the authenticity of calls charged to Customer's
account; and (b) take action to prevent such calls from being made.




20. No Resale. Customer represents and warrants that it will be the ultimate end
user of the Service. Customer shall not in any way resell, license, permit nor
allow any third party to use the Services without receiving Vonage's prior
written consent.




21. Third Party Networks. In some cases, Vonage may utilize the public Internet
in conjunction with the provision and maintenance of the Services and its
websites, and third party networks (e.g. common carriers terminating calls)
outside of its control. In such cases, Vonage makes no representation that the
Internet or any such third party network will adequately secure or protect the
privacy of Customer or any end user's personal information, and Vonage expressly
denies any associated liability except as set forth in this Agreement. Actions
or inactions caused by these third party networks can result in situations in
which Vonage customers' connections may be impaired or disrupted. Although
Vonage will use commercially reasonable efforts to remedy or avoid such events,
except as set forth in this Agreement, Vonage expressly disclaims warranties
with respect to these third party networks or any disruptions that may occur
thereon. Applicable third party network terms can be found here. Unless required
by law, subpoena, court order, warrant or other valid governmental request,
Vonage will only share Customer's personally identifiable information with other
Vonage entities and/or business partners (including Marketing Partners and
Authorized Distributors) that are acting on Vonage's behalf to perform the
activities described herein and in accordance with Section 30 and the Vonage
Privacy Policy, located here.




22. Required Maintenance; Customer Support. Vonage has the right to perform
repair and maintenance or to upgrade, update or enhance (collectively, the
"Maintenance") its network, infrastructure, website(s), Services and/or Vonage
Business Equipment with prior notice per the Service Level Agreement if such
Maintenance would cause a partial or full disruption of the Services. In
addition, Vonage reserves the right to perform emergency maintenance (“Emergency
Maintenance”) without prior notice to maintain the security and stability of the
Vonage services and network. Notice will be provided as soon as reasonably
practicable following an Emergency Maintenance event. Customer will timely
report any issues, trouble or problems affecting Service to Vonage using a
Customer-initiated trouble ticket (a “Trouble Ticket”). Trouble Ticket
procedures and additional information for Vonage support can be found here.
Calls to and from Vonage customer service, sales or other representatives may be
recorded and/or monitored for quality assurance and training purposes.
Customer's sole remedies for any non-performance, outages, failures to deliver
or defects in Service are set forth in the applicable service level agreement
and these Terms.




23. Voice-to-Text and Text-to-Voice Limitations. Certain Vonage Services may
provide a function that allows voicemails to be converted to text and
vice-versa. Customer understands and agrees that Vonage's voice-to-text ("VTT")
and text-to-voice ("TTV") features may not accurately transcribe voicemails or
articulate text messages, respectively. Customer is solely responsible for
checking the original message and verifying the accuracy of the message when
using any VTT or TTV features. Vonage expressly disclaims all liability with
respect to the conversion of voicemails to text or vice-versa.




24. Suggestions and Feedback. In the event that Customer provides Vonage with
suggestions, enhancement requests, recommendations, proposals, documents, or
other feedback with respect to the Services or Software (collectively,
"Suggestions"), Customer grants Vonage and its Affiliates a royalty-free,
worldwide, irrevocable, perpetual license to use, modify, and distribute such
Suggestions in connection with efforts to improve, enhance or modify the
Services or Software without compensation to Customer or attribution of any
kind.




25. Changes to Services. Vonage reserves the right to remove, add, or modify
features and functions of the Services, and to provide fixes, updates and
upgrades to the Services without notification to Customer, provided that
material changes shall be noticed by Vonage on its website or communicated to
Customer pursuant to the methods in Section 3, and the features and
functionality of any such change or replacement will be materially comparable to
the changed or replaced Service.




26. Default and Remedies.




(a) Customer Default. If Customer either (i) fails to make any undisputed
payment when due and such failure continues for 10 calendar days after written
notice from Vonage, or (ii) fails to observe or perform any other material term
of this Agreement and such failure continues for 30 calendar days after written
notice from Vonage, then Vonage may elect to: (i) terminate this Agreement
and/or any Sales Order, in whole or in part; (ii) immediately suspend Customer's
Service, in whole or in part; and/or (iii) pursue all remedies Vonage may have
at law or in equity.




(b) Vonage Default.  If Vonage fails to observe or perform any material term of
this Agreement (other than non-performance under or failure to comply with an
applicable service level agreement between the parties which contains exclusive
remedies therein), Customer may terminate any applicable Sales Order without
early termination charges only after Customer has delivered written notice of
such failure to Vonage, such notice to contain reasonable detail describing any
breach, and Vonage has failed to remedy such failure and/or prevent its
recurrence within 30 calendar days of its receipt of Customer's written notice.




27. Warranty Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND
AS PROVIDED IN AN APPLICABLE SERVICE LEVEL AGREEMENT OR SALES ORDER, THE
SERVICES, EQUIPMENT AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND
VONAGE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED (EXCEPT FOR ANY THIRD PARTY
MANUFACTURER WARRANTIES THAT MAY BE AVAILABLE WHICH WILL PASS THROUGH TO
CUSTOMER), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE,
TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO
THE EXTENT THAT VONAGE CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF
APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST
EXTENT PERMITTED BY LAW. OTHER DATA, BETA AND TRIAL SERVICES ARE PROVIDED “AS
IS”, AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EXCEPT AS OTHERWISE
AGREED IN A BUSINESS ASSOCIATE AGREEMENT SIGNED BY VONAGE, VONAGE MAKES NO
REPRESENTATION OR WARRANTY THAT THE SERVICES OR THEIR USE WILL COMPLY WITH HIPAA
OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA, AND IS RELEASED FROM ANY
LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA.




28. Limitation of Liability. NEITHER VONAGE, NOR ITS AFFILIATES, VENDORS,
SUPPLIERS, DISTRIBUTORS, CHANNEL AND OTHER MARKETING PARTNERS OR OTHER
REPRESENTATIVES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, REPLACEMENT COSTS, OR ANY LOSS OF REVENUE OR PROFITS,
CONTENT, DATA, OR DATA USE, EVEN IF VONAGE HAS BEEN INFORMED IN ADVANCE OF SUCH
DAMAGES OR SUCH DAMAGES COULD HAVE REASONABLY BEEN FORESEEN BY VONAGE. VONAGE'S
AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL
AMOUNTS ACTUALLY PAID TO VONAGE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM SUBJECT TO THIS
SECTION 28. THE PARTIES ACKNOWLEDGE AND ACCEPT THE REASONABLENESS OF THE
DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 28.




29. Indemnification. Customer agrees to defend, indemnify and hold harmless
Vonage from and against any loss, damage or costs (including reasonable
attorney's fees) incurred in connection with claims made or brought against
Vonage by a third party arising from or relating to: (i) the gross negligence or
willful misconduct of Customer; (ii) use of the Services in a manner not
authorized by this Agreement; (iii) any claim by any employee or invitee of
Customer or user other than a claim based on the gross negligence or willful
misconduct of Vonage; (iv) any claim by any customer of Customer, end user or
other third party relating to, or arising from, Customer Data or Customer's use
of the Services or Software; or (v) violation of any Applicable Laws by Customer
or any Customer employee, contractor or agent.




30. Confidentiality.




(a) "Confidential Information" means all nonpublic information relating to a
Party or its Affiliates that

(i) if provided in writing, is marked or labeled as confidential or proprietary,
or

(ii) if provided verbally, is designated as confidential at the time of
disclosure, or (iii) even if not so marked, labeled or identified, given the
nature of the information or the circumstances surrounding its disclosure,
reasonably should be considered as confidential. Confidential Information
includes, without limitation, all nonpublic information relating to (i) a
Party's or its Affiliates' technology, customers, employees, business plans,
agreements, finances and other business affairs, (ii) the Vonage network or
service delivery platform, (iii) the terms of any Sales Order, and (iv) Customer
Data. Confidential Information does not include any information that (i) has
become publicly available without breach of this Agreement, (ii) was known to
the Party receiving Confidential Information under this Agreement (the
"Receiving Party") at the time of its receipt from the Party disclosing the
Confidential Information (the "Disclosing Party") or its Affiliates as shown by
documentation reasonably acceptable to Disclosing Party, (iii) is received from
a third party who did not acquire or disclose such information by a wrongful or
tortious act, or (iv) was independently developed by the Receiving Party without
the use of any Confidential Information as shown by documentation reasonably
acceptable to Disclosing Party.




(b) Each Party hereby agrees to hold Confidential Information in strict
confidence and shall, in any case, protect such Confidential Information with no
less diligence than that with which it protects its own confidential or
proprietary information of a similar nature. The Receiving Party agrees not to
use any Confidential Information of the Disclosing Party for any purpose
unrelated to the Services. Each Party may disclose the Confidential Information
of the other Party on a "need to know basis" and then only to its (and its
Affiliates') directors, officers, advisors, employees and other legal, business
or financial partners or representatives; provided that all such persons are
subject to written confidentiality agreements which contain provisions which are
no less restrictive than the provisions of this Section 30. In addition, Vonage
may disclose this Agreement under a comparable non-disclosure agreement in
response to a third party due diligence request supporting a financing or
non-ordinary course of business corporate transaction.




(c) If the Receiving Party is legally compelled by any means (including
deposition, interrogatory, request for documents, subpoena, civil or regulatory
investigative demand or similar process) to disclose Confidential Information of
the Disclosing Party, subject to applicable laws, the Receiving Party must
provide the Disclosing Party with prompt written notice of such legal
requirement in order to allow the Disclosing Party to seek a protective order or
other appropriate remedy or waive compliance with this Section 30.




(d) Upon the termination or expiration of this Agreement, or at any time upon
the request of the Disclosing Party, the Receiving Party shall, at the
Disclosing Party's option, return or destroy (and certify as to such
destruction) all Confidential Information of the Disclosing Party in its control
or possession, other than copies which the Receiving Party may be required to
maintain under applicable law or regulation.




31. EMERGENCY 911 SERVICES. BY USING THE SERVICE AND/OR VONAGE BUSINESS
EQUIPMENT, CUSTOMER ACKNOWLEDGES THE LIMITATIONS OF VONAGE E911 SERVICE AS
DESCRIBED IN THE E911 DISCLOSURE, AS WELL AS THOSE SET FORTH IN THIS SECTION 31.
CUSTOMER AGREES AND ACKNOWLEDGES THAT WHILE MOST VONAGE SERVICES OFFER ACCESS TO
E911 SERVICE, OTHERS MAY NOT. CUSTOMER IS ADVISED TO THOROUGHLY READ AND
UNDERSTAND THE E911 DISCLOSURE AND THE OPTIONS AVAILABLE. CUSTOMER ACKNOWLEDGES
THAT IT HAS RECEIVED, READ, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS
OF THE E911 DISCLOSURE, AND ASSUMES THE RISKS ASSOCIATED WITH THE VONAGE E911
SERVICE LIMITATIONS.




32. Local Number Portability.




(a) Number Transfer on Service Activation. In the event Customer is not
utilizing a new phone number or numbers for the Services, but rather is
transferring existing phone number(s) which currently are subscribed to a
carrier other than Vonage to Vonage, the terms and conditions of this section
shall apply:




i. Customer hereby authorizes Vonage to notify Customer's current local
telephone company or other service provider of its decision to switch local,
local toll and long distance services to Vonage and represents that Customer is
authorized to take this action;




ii. Customer agrees and acknowledges (i) that the porting of Customer's numbers
requires Customer's provision of specific, detailed and accurate information to
Vonage and other service providers, as applicable, and the completion of certain
steps and procedures, as well as third parties' completion of certain tasks, and
(ii) that numbers may not be ported in or ported out unless such information
matches the information on record with Vonage or other service providers. The
completion of a port request is dependent upon these and other factors which may
be outside the control of Vonage or other service providers, and accordingly,
Vonage is not responsible for delayed or incomplete ports. FAILURE TO PROVIDE
ANY INFORMATION REQUESTED BY VONAGE OR THE THIRD PARTY SERVICE PROVIDER WILL
DELAY THE PORTING OF THE NUMBER TO VONAGE. VONAGE SHALL NOT BE RESPONSIBLE FOR
ANY DELAY IN THE PORT OF CUSTOMER'S NUMBER AND WILL NOT PROVIDE CREDIT FOR ANY
SUCH DELAYS.




iii. Customer agrees and acknowledges that if the Services are set up prior to
the date that the number transfer becomes effective ("Port Effective Date"),
Customer may only be able to make outgoing calls using the Services. In such
event, Customer should keep another phone connected to the existing phone number
to receive incoming calls until the Port Effective Date, after which Customer
will be able to both make and receive calls using the Service. Customer agrees
and acknowledges that if the Activation Date has not occurred as of the Port
Effective Date, its existing phone service for the number being transferred may
be disconnected and Customer may have no service for that number. Therefore, to
avoid an interruption in Customer's phone service, Services must be activated
prior to the Port Effective Date. An estimate of the Port Effective Date will be
sent to Customer via e-mail by Vonage.




(b) Number Transfer on Service Termination. After the Activation Date, Vonage or
its providers may receive requests from other telephony providers ("Requesting
Party") acting as agents on Customer's behalf to port a telephone number
currently assigned to Customer to a third party provider ("Port-Out"). Vonage
will support all such requests and will cooperate with the Requesting Party to
perform any Port-Out in accordance with the Requesting Party's reasonable
directions and Vonage’s or its vendors' standard operating procedures. Until the
effective date of Customer's proper termination (in accordance with the terms of
this Agreement), Customer will: (i) remain a Vonage customer; and (ii) be
responsible for all charges and fees associated with Customer's Vonage Service.
Customer will not receive any refund or partial refund or any credits for any
charges already billed to Customer's account. Vonage assumes no liability for
costs associated with any numbers that cannot be ported or that Customer chooses
not to port. Customer acknowledges that in the event of any account termination
or cancellation, all telephone numbers associated with Customer's account may be
released. Similarly, the cancellation of individual services that have
associated telephone numbers will result in the release of such numbers.
Customer acknowledges that it is the Customer's responsibility to work with a
third party provider to port out those numbers prior to Customer's termination
or cancellation of Customer's account or termination of Services.




(c) Ported Telephone Numbers Upon Cancellation.




i. Cancellation. If Customer requests that a new service provider port a number
from Vonage, then Customer is required to inform Vonage of Customer's intent to
terminate the specific affected Services on Customer's account or Vonage will
continue to bill for such Services. Customer will continue to be responsible for
all charges and fees associated with the remaining Services on Customer's Vonage
account. Customer may not receive any refund or partial refund or any credits
for any charges already billed to Customer's account.




ii. Consent & Electronic Submission. In some cases, Vonage may permit Customer
to submit documentation required to port numbers using a web-enabled user
interface. Customer may withdraw Customer's consent to submit Customer's porting
request electronically by contacting Vonage Customer Care prior to our
submitting the porting request to the carrier. Customer's consent to electronic
submission applies only to the specific porting request Customer submit through
web-enabled interface.




iii. Facsimile Service. Numbers assigned by Vonage for Vonage's facsimile
service cannot be ported to a new service provider without the assistance and
cooperation of Vonage’s underlying partner. Vonage will use commercially
reasonable efforts to facilitate a port of a facsimile number which was ported
on Customer's behalf to Vonage by another service provider. Customer may be
required to pay a porting fee to Vonage not to exceed $100.00 per analog
facsimile number ported.




(d) Vonage-Provided Telephone Numbers. Telephone numbers provided by Vonage
(“Vonage-Provided Numbers”) to Customer shall be leased and not sold. Customer
will use Vonage-Provided Numbers it leases with the Services and on devices
approved or prescribed by Vonage. Customer may port any such numbers upon
termination of the Services. In the event Customer does not port Vonage-provide
numbers following termination of Service, Customer thereafter relinquishes any
rights in such numbers. Vonage reserves the right to move, change or cancel
Vonage-Provided Numbers not ported by Customer following termination in its
reasonable discretion.




33. Beta Services and Software. Certain Services or Software may be designated
or offered as a "beta" version ("Beta Version") of a Service or Software, which
may or may not be released as a full commercial service in the future. Except as
otherwise indicated under separate terms and conditions that may apply to such
Beta Versions, Vonage may or may not charge for such Beta Versions, and reserves
the right to charge for subsequent versions of the Beta Version, including any
potential commercial releases. Customer acknowledges and agrees that the Beta
Version may contain, in Vonage’s sole discretion, more or fewer features or
different licensing terms than a subsequent commercial release version of the
Beta Version. Vonage reserves the right not to release later commercial release
versions of the Beta Version. Without limiting any disclaimer of warranty or
other limitation stated in these Terms (or any separate terms and conditions
that would otherwise be applicable to such Beta Versions), Customer agrees that
Beta Versions are not considered by Vonage to be suitable for commercial use,
and that may contain errors affecting their proper operation. CUSTOMER
ACKNOWLEDGES AND AGREES THAT USE OF ANY BETA VERSION MAY EXHIBIT SPORADIC
DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT CUSTOMER'S USE OF ANY SERVICES OR
SOFTWARE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, VONAGE
SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM CUSTOMER'S USE OF ANY BETA
VERSION. The fact and existence of any Beta Version shall be deemed to be Vonage
Confidential Information under this Agreement.




34. Electronic Recording. Customer acknowledges that there are federal and state
laws governing the electronic recording of telephone conversations and that
Vonage is not liable for any illegal use of the Services. It is Customer's
responsibility to determine and comply in full with its own compliance
obligations. No Services or products offered by Vonage are represented or
warranted to comply with electronic recording laws. Customer agrees that Vonage
may, in its sole discretion, record any call between Customer and Vonage for
quality control and training purposes.




35. Right to Review Use of Services. Vonage reserves the right to review
Customer's use of the Service for purposes of confirming compliance with this
Agreement.




36. General.




(a) Assignment. This Agreement inures to and is binding upon the Parties'
successors and permitted assignees. Customer shall not assign this Agreement
without Vonage’s prior written consent, not to be unreasonably conditioned,
withheld or delayed; provided that Customer may, without consent, but with
reasonable prior written notice, assign its rights and obligations hereunder to
any parent, affiliate or subsidiary of Customer or pursuant to any merger,
acquisition, reorganization, sale or transfer of all or substantially all its
assets; provided, however, that any proposed assignee shall be at least as
creditworthy as Customer (as reasonably determined by Vonage), shall agree in
advance and in writing to assume and be bound by all provisions of this
Agreement, and shall deliver to Vonage fully-executed documents reasonably
acceptable to Vonage establishing the terms of such an assignment. Any
assignment by Customer other than as permitted by this Section 36.a. shall be
void and of no force or effect.




(b) Force Majeure. Neither Party is liable for any failure of performance (other
than for delay or performance in the payment of money due and payable hereunder)
to the extent such failure is due to any cause or causes beyond such Party's
reasonable control, including acts of God, fire, explosion, vandalism, cable
cut, adverse weather conditions, governmental action, acts of terrorism, denial
of service attacks, or strikes and similar labor difficulties. Either Party's
invocation of this clause will not relieve Customer of its obligation to pay for
any Services actually provided or permits Customer to terminate any Services
except as expressly provided herein. In the event such force majeure event
prevents the availability or material use of the affected portion of Services
for more than 10 consecutive days, either Party may terminate the affected
portion of the Services without liability.




(c) Intellectual Property and Publicity. Except as explicitly granted herein,
neither Party is granted a license or other right (express, implied or
otherwise) to use any trademarks, copyrights, service marks, logos, trade names,
patents, trade secrets or other form of intellectual property of the other Party
or its affiliates without the express prior written authorization of the other
Party. Neither party will issue any press release nor other public statement
relating to this Agreement, except as may be required by law or agreed by the
Parties in writing signed by an authorized representative of a Party’s Corporate
Communications department. Neither Party may identify the other Party using a
Party’s name, trademarks and/or logos in its marketing collateral, presentations
and websites without the non-disclosing Party’s express written consent, and a
Party may revoke such right with written notice to the other Party at any time.




(d) Nonexclusive. This Agreement is non-exclusive. Nothing in this Agreement
prevents either Party from entering into similar arrangements with other persons
or entities.




(e) Notices




a. Vonage shall send notices hereunder via email to the email address Customer
provides in its Account. It is Customer’s responsibility to keep its email
address current, and Customer will be deemed to have received any email sent to
the last known email address Vonage has on record for Customer.




b. Customer shall send notices hereunder as follows:

i. Formal Legal Notices - via email to legalnotices@vonage.com.

ii. Billing Disputes - via email to customercare-vb@vonage.com.

iii. Cancellation/Non-Renewal of Services - by contacting Vonage Customer Care,
or Customer’s account manager via email.




c. The addresses to which notices may be given by either Party may be changed
upon written notice given to the other Party pursuant to this Section (Notices)
or by Customer via the Customer portal.




(f) Facsimile and Electronic Transmission; Counterparts. Sales Orders, and other
documents that may be executed in connection with the Services (collectively
"Service Documentation"), may be executed and delivered by facsimile or
electronic transmission, and upon receipt, such transmission shall be deemed the
delivery of an original. Service Documentation may be executed in several
counterparts, each of which when executed shall be deemed to be an original, and
such counterparts shall each constitute one and the same instrument.




(g) Electronic Communications and Consent to use of Electronic Signatures and
Records.  As a convenience and courtesy, Vonage provides access to its Services
online which may require Customer to enter into agreements or receive notices
electronically. Accordingly, Customer acknowledges and agrees:




i. To conduct electronically the particular transaction into which Customer
thereby enters including, without limitation, entering into this Agreement;




ii. That it has read and understands the electronic copy of electronic
contracts, notices and records, including, without limitation, this Agreement,
and any policies and any amendments hereto or thereto;




iii. That it intends to be bound by, the terms of the particular transaction
into which Customer thereby enters;




iv. That it is capable of printing or storing a copy of electronic records of
transactions into which Customer enters including, without limitation, this
Agreement and any amendments hereto;




v. To receive electronically information about the Services and other electronic
records into which Customer thereby enters including, without limitation, this
Agreement; and




vi. That any personally identifiable information that Customer provides may be
used by Vonage and its Authorized Distributors or Marketing Partners in
accordance with the Vonage Privacy Policy located here.




(h) Basis of Bargain; Failure of Essential Purpose. Customer acknowledges and
agrees that Vonage has established its prices and entered into this Agreement in
reliance upon the limitations and exclusions of liability and the warranty
disclaimers set forth in this Agreement, and that they are an essential basis of
the bargain between the parties and are material terms of this Agreement. The
Parties agree that the limitations and exclusions of liability and warranty
disclaimers specified in this Agreement will survive and apply even if found to
have failed their essential purpose, and Customer hereby waives its right to
contest the enforceability of any provision of this Agreement by reason of such
failure.




(i) No Commitments. Customer represents and agrees that Vonage has made no
commitments or promises orally or in writing with respect to delivery of any
future features or functions. In relation to any future features or functions,
all presentations, RFP responses, and/or product roadmap documents, information
or discussions, either prior to or following the date herein, are informational
only, and are not the basis for, nor part of this Agreement or any Sales Order.
Vonage has no obligation to provide any future releases or upgrades or any
features, enhancements or functions, unless specifically agreed to by both
Parties. Customer acknowledges that its purchasing decisions are not based upon
any future features or functions.




(j) Survival, Modification. The terms and conditions of this Agreement will
survive the expiration or other termination of this Agreement to the fullest
extent necessary for their enforcement and for the realization of the benefit
thereof by the Party in whose favor they operate. Except for the rights of
Vonage in Section 3, all modifications, amendments, supplements to or waivers of
this Agreement must be in writing and executed by authorized representatives of
both parties.




(k) Relationship of the Parties. The relationship of Vonage and Customer shall
not be that of partners, agents or joint venturers for one another, and nothing
contained in the Agreement shall be deemed to constitute a partnership or agency
agreement between the Parties for any purposes. Vonage and Customer shall be
independent parties and shall discharge their contractual obligations at their
own risk subject to the terms of this Agreement.




(l) Third Party Services. Vonage may use or rely on one or more licensors,
service providers, and/or equipment providers or equipment lessors whose
products, equipment and/or services are provided in conjunction with, or
incorporated into, the Services and/or Vonage Business Equipment ("Third-Party
Services"). Such Third Party Services may also be provided under Vonage's
trademarks or otherwise branded as a Vonage Service. Third-Party Services may be
governed by separate legal terms and conditions, which, if applicable, may be
found or identified here, or in documentation or on other media delivered with
the Third-Party Services and otherwise will be provided to Customer. Such Third
Party Services terms and conditions are incorporated by reference into these
Terms and shall govern the use of Third-Party Services. Customer agrees to
comply with such terms and conditions of all Third-Party Services. Any
non-compliance with the terms and conditions of Third Party Services shall be
considered non-compliance with these Terms.




(m) Waiver. The failure of either Party to enforce compliance with a provision
of this Agreement shall not be construed as a general waiver of such provision
or any other provision.




(n) Severability. If any term, covenant or condition contained in this Agreement
or any Sales Order is, to any extent, held invalid or unenforceable in any
respect under the laws governing this Agreement, the remainder of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.




(o) Governing Law. The laws of the State of Delaware will govern this Agreement,
without reference to its principles of conflicts of laws. Because this agreement
is a transaction in interstate commerce, the Federal Arbitration Act ("FAA"),
and not state arbitration law, shall govern the interpretation, validity and
enforceability of the arbitration provision in Section 37 (Dispute Resolution;
Binding Arbitration), below.




(p) Entire Agreement. This Agreement supersedes any prior or contemporaneous
agreements, statements, understandings, writings, commitments, or
representations concerning its subject matter, as between Customer and Vonage.




(q) Export Controls. Customer agrees to comply fully with all relevant export
laws and regulations of the United States, including the U.S. Export
Administration Regulations, administered by the Department of Commerce. Customer
also expressly agrees that it shall not export, directly or indirectly,
re-export, divert, or transfer any portion of Vonage Service, Equipment or
Software to any destination, company, or person restricted or prohibited by U.S.
export controls.




(r) Choice of Language. The Parties hereto confirm that they have agreed that
this Agreement and all documents relating hereto be drafted in English. Les
Parties aux présentes confirment qu’elles ont accepté que la présente convention
de même que tous les documents s’y rattachant soient rédigés en anglais.




37. Dispute Resolution; Binding Arbitration.




(a) Written Notice. In the event either Party has a dispute or claim against the
other Party (except with respect to invoice disputes which are addressed in
Section 11 (Billing, Credit, and Payment), the disputing Party shall provide
written notice to the other Party in accordance with the provisions of Section
36(e) (Notices).




(b) Initial Escalation to Management. The Parties agree to escalate disputes to
their respective management, who will use commercially reasonable efforts to
resolve the dispute by consulting with each other in good faith to reach an
equitable resolution satisfactory to both parties within 30 days of the receipt
of notice. Neither Party shall pursue or commence proceedings regarding the
dispute in any court, administrative arbitral or other adjudicative body prior
to engaging in such consultations and negotiations.




(c) Resolution in Small Claims Court.  In the event the dispute is not resolved,
and the claim falls within the dollar limit allowed by applicable state law
along with any other jurisdictional requirements, either Party may seek to have
that dispute resolved in small claims court in any state in which Services are
provided to the Customer by Vonage.




(d) Binding Arbitration. If negotiations fail to resolve the dispute within 30
calendar days, and/or small claims court is not a valid option due to the size
or nature of the claim, all disputed claims (except for claims set forth in
subsection (f) below) must be resolved by binding arbitration before a single
arbitrator in accordance with the commercial rules of the American Arbitration
Association ("AAA") (available on the AAA website, www.adr.org) in effect as of
the date this Agreement goes into effect. This agreement to arbitrate is
intended to be given the broadest possible meaning under Applicable Laws. The
initiation of an arbitration dispute shall not otherwise prevent Vonage or
Customer from terminating Services in accordance with the Terms.




(e) Disputes About This Agreement to Arbitrate. Disputes about the arbitrability
of any claims and/or the scope, enforceability, or validity of this arbitration
agreement shall be decided by an arbitrator.




(f) Disputes That Need Not Be Arbitrated. Disputed claims involving either
Party's intellectual property rights, indemnity, or confidentiality obligations;
fraudulent or unauthorized use, theft, or piracy of service; or matters relating
to injunctions or other relief may be resolved by binding arbitration as set
forth in subsection (d), but are not required to be resolved by binding
arbitration and may be heard in a court of law, at the option of the entity
asserting the disputed claim.




(g) Notice for Commencing Arbitration. If an agreement to resolve the dispute is
not reached, an arbitration proceeding may be commenced by downloading or
copying a form from the AAA website (www.adr.org). The amount of any settlement
offer made by Customer or Vonage shall not be disclosed to the arbitrator until
after the arbitrator determines the amount, if any, to which Customer or Vonage
is entitled.




(h) Location. All hearings conducted as part of the arbitration shall take place
at a location, convenient to Customer, based upon Customer's billing address
(or, if no business address is provided, Customer’s service address). If
Customer claim is for $10,000 or less, Customer or Vonage may request that the
arbitration be conducted solely on the basis of documents submitted to the
arbitrator or through a telephonic hearing. If either party objects, then the
arbitrator shall proceed to an in-person hearing as established by the AAA
Rules. If Customer claim is in excess of $10,000, the right to a hearing will be
determined by the AAA rules.




(i) Costs. Each Party will be responsible for its own costs incurred in the
arbitration, including arbitration filing fees and attorneys' or expert witness
fees. The arbitrator's costs and expenses shall be shared equally between the
Parties. If a Party elects to appeal an award or seeks to vacate the award in
court, the prevailing Party in the appeal or judicial proceeding shall be
entitled to recover all reasonable attorneys' fees incurred in that appeal or
judicial proceeding.




(j) Waiver of Jury Trial. Customer and Vonage agree that, by entering into this
agreement, Customer and Vonage are waiving the right to a trial by jury.
Customer and Vonage agree that the arbitrator may award relief only in favor of
the individual Party seeking relief and only to the extent necessary to provide
relief warranted by that Party's individual claim. The arbitrator may not award
special, indirect, punitive, incidental or consequential damages. CUSTOMER AND
VONAGE AGREE THAT CUSTOMER MAY BRING CLAIMS AGAINST VONAGE ONLY IN CUSTOMER'S
INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE PROCEEDING AND THAT CUSTOMER EXPRESSLY WAIVES ITS RIGHT
TO BRING A CLASS ACTION SUIT. Customer and Vonage agree that the arbitrator may
not consolidate more than one person's or entity's claims, and may not otherwise
preside over any form of a representative or class proceeding.




(k) Severability. If any term, covenant, or condition contained in this dispute
resolution/arbitration provision, is, to any extent, held invalid or
unenforceable in any respect under the laws governing this dispute
resolution/arbitration provision, the remainder of this dispute
resolution/arbitration provision shall be valid and enforceable to the fullest
extent permitted by law.




END OF TERMS OF SERVICE




2/3/2021, 4:17:26 PM


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