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IPZoo.com
This agreement ("Agreement") is between IPZoo.com ("IPZOO") and an end user ("you," or "Customer") of IPZoo's communications services. This agreement governs both service and any devices, such as any IP telephones, analog telephone adapter or any other IP connection device or related products or services ("Service"). All Services are governed by the terms and conditions of this Agreement. ANY CONFLICTING OR ADDITIONAL TERMS AND CONDITIONS ON ANY DOCUMENT RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT ARE HEREBY REPLACED BY THIS AGREEMENT. By activating the Service, you acknowledge that you have read, understood and agree to and accept the terms and conditions set forth in this agreement and that you are of legal age to enter into this agreement.
The rates and charges for the Service, which may be found at www.IPZoo.com, are effective as of June 24, 2005 and are subject to change. To check the most current rates and charges, the most current version of the Agreement, or if you have questions about your services, please visit our website at http://www.IPZoo.com/.
1. Term.
Service is offered on a monthly basis and begins on the date Customer activates Services and continues for the duration of that calendar month. The Service is automatically renewed by IPZoo unless Customer provides IPZoo with notification of their intent to terminate the Service not less than thirty (30) days prior to effective date of termination as set forth in Section 7 below.
2. Satisfication Guarantee
IPZoo offers the Customer one month satisfication guarantee. If the customer is unhappy with IPZoo for any reason, they may cancel their service within one month of initiation of the Service. Activiation fee, monthly fee, federal excise taxes and any other applicable taxes can not be refunded to the customer. The equipment must be returned in its original box and be returned with all the original packaging intact. The Customer is responsible for all calls made over the IPZoo's network and all shipping costs to return the equipment to IPZoo. THE MONEY BACK GUARANTEE WILL NOT BE HONORED IF THE CUSTOMER FAILS TO MEET THESE REQUIREMENTS. IPZoo can be reached at 1-800-508-3316 for help in returning equipment.
3. EMERGENCY SERVICES - 911 DIALING
3.1 911 Dialing. IPZoo 911 Dialing is different than traditional 911 service.
Most of our customers have access to Enhanced 911 (E911) service. With E911 service, when you dial 911, your telephone number
and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators
have access to the information they need to send help and call you back if necessary.
In some cases, the local emergency operator answering the call will not have your call back number or your exact location,
so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to
call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable
to speak. As additional local emergency centers become capable of receiving our customers' information,
IPZoo will automatically upgrade customers to E911 service. IPZoo will not give you notice of the upgrade.
The service is backed with a first-ever 24x7 emergency call center used for manual routing of emergency calls over the VoIP network.
A VoIP call that can not automatically locate the appropriate PSAP, based upon the caller's telephone number and address,
will be redirected to the Manual Emergency Call Relay Center for real-time human interaction with the calling party.
Examples of situations where 911 calls will be sent to the national emergency call center include when there is a problem validating
a customer's address, the customer is identified with an international location.
You authorize us to disclose your name and address to third-parties involved with providing 911 Dialing to you, including, without limitation,
call routers, call centers and local emergency centers.
3.2 Notify All Users. You should inform any household residents, guests and other third persons who may be present at the physical location where
you utilize the Service of the important differences in and limitations of IPZoo 911 Dialing as compared with basic 911 or E911.
3.3 Registration of Physical Location Required. For each phone number that you use for the Service, you must register with IPZoo the physical
location where you will be using the Service with that phone number. When you move the Device to another location or usng the WebPhone, you
must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to
an emergency center near your old address. You will register your initial location of use when you subscribe to the Service. Thereafter,
you may register a new location by following the instructions from the 'E911 Service' link on your web account page.
3.4 Service Outages.
911 Dialing service will not function under the following circumstances:
In the event of a power failure, disruption or other service outage.
Service outages or suspensions or terminations of service by your broadband provider or ISP.
Service outages due to suspension or termination of your Account.
Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service.
Changing your number or adding or porting new numbers to your account without successfully registering your location of use for each changed, newly added or newly ported phone number.
3.5 Re-Activation Required if You Change Your Number. 911 Dialing does not function if you change your phone number, unless and until you successfully register your location of use for each changed phone number.
3.6 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered
or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency
calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center.
We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither IPZoo
nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or
relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend,
indemnify, and hold harmless IPZoo, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in
connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees)
by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls,
and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.
3.7 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of
accessing traditional 911 or E911 services or terminating the Service.
4. Equipment and Devices
To provide Services, IPZoo may provide equipment or IP devices to Customer ("Equipment"). All shipments are F.O.B. IPZoo's facilities. You shall be the owner of the Equipment, and bear all risk of loss for theft, casualty, or damage to the Equipment from the time it is shipped until the time (if applicable) that it is returned by you and accepted by IPZoo as described in Section 4 below. Customer agrees not to change any serial number or Equipment identifier, or to alter any Equipment without the express written consent of IPZoo. IPZoo reserves the right to terminate Customer's service should you tamper with the Equipment and you will be responsible for all charges in the then current service period plus a disconnection fee.
Equipment is a new or fully inspected, tested and warranted return unit.
5. Service - Usage
Usage must be consistent with normal residential use for one household. IPZoo reserves the right to monitor usage for possible abuse of service. If any usage in excess of 3000 aggregate minutes per month, IPZoo reserves the right to immediately terminate or modify the service.
If IPZoo determines, in its sole discretion, that Customer's Service is being used for non-residential or commercial use, IPZoo also reserves the right to immediately terminate or modify the Service.
Customer agrees to use the Service and Equipment only for lawful purposes. Customer aggress not to use the Services for any communication of any kind which in IPZoo's sole discretion would constitute and criminal offense or otherwise constitute a violation of any local, state, federal or international law or encourage conduct which would violate any such law.
Customer may not resell or transfer the Services or the Equipment to any other person without the prior written consent of IPZoo, which consent may be withheld in IPZoo's sole discretion.
Customer understands and agrees that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the Service offering by IPZoo. The Service is subject to different regulations than telephone service. This treatment may limit or otherwise affect your rights to redress before Federal or State agencies.
6. Charges, Billing and Payment
Credit Card Payment. IPZoo accepts payments only by credit card. Customer must provide IPZoo a valid credit card number from an accepted issuer (see IPZoo's website for accepted issuers). Your initial use of the Service authorizes IPZoo to charge the credit card number ("Credit Card") for all charges arising from Customer's use of the Services. The Customer shall notify IPZoo of any change to the Credit Card information including, without limitation, changes in account number, expiration date and billing address.
Invoicing. A monthly on-line invoice will be provided by IPZoo for Services and all charges invoiced will be billed to the Customers Credit Card. Charges shall include, monthly service fees, equipment purchases, shipping charges, usage fees, disconnection fees, toll charges, taxes and all other applicable charges. Monthly service fees are paid in advance of each month's Service. Toll charges and other applicable charges are billed at the end of each service month. If applicable, deposits are charged at the time of purchase. IPZoo reserves the right to charge the Customer's Credit Card at any time during a service month if Customer's toll charges exceed $30.00. Billing for monthly service fees, deposits and other applicable charges commences upon purchase of Services. The first month's monthly service fees will be prorated to take into account any partial month of Service. Activation occurs when Customer's Equipment is registered to IPZoo's systems ("Activation").
Toll Charges. All calls using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN"), are subject to the then applicable toll charges that are associated with the service plan Customer has selected. All calls to parties that are not an IPZoo Customer and are in destinations outside the United States will be charged at the then current international rates published on IPZoo's website. The duration of each call will be calculated in one minute increments.
Telephone Numbers. Any telephone numbers provided by IPZoo to the Customer shall be leased and not sold. Customers may not use such numbers with any devise other than the Equipment without the express prior written consent of IPZoo. It is sole discretion of IPZoo to change, cancel or move the numbers.
Billing Disputes. The Customer must dispute any charges for the Services within thirty (30) days of receipt of the monthly on-line invoice. The Customer understands and agrees that their failure to dispute any charges with the thirty (30) day time period constitutes a waiver of all claims to any dispute.
Late Payment - Non-Payment. IPZoo may suspend or terminate the Services for nonpayment. All accrued charges shall immediately be due and payable, to include a late fee of the lesser of 1.5% or the maximum allowed by law. Customers will be charged a fee of ten dollars ($10.00) if charges cannot be processed to the Credit Card. Neither suspension nor termination shall relieve the Customer from the obligation to pay all amounts owing under this Agreement.
Taxes. Prices, rates and fees for Service and Equipment do not include sales, use, excise, local, federal or state, value added, customs duties, public utility or other similar taxes. The Customer will pay all such taxes, which are applicable, and they will be added to any amounts otherwise owed by the Customer under the Agreement. No taxes shall be included in any refund to Customer under the Agreement.
Credits. The Customer acknowledges and agrees that the Services are provided "as is, where is". No credit allowances shall be made for interruption of Service.
Promotions. IPZoo may, in its sole discretion, from time to time offer promotions or discounts. The Customer must enter any promotion or discount codes upon initial purchase of the Services to receive the promotion or discount.
7. Termination of Service
IPZoo reserves the right to suspend or discontinue the Service at any time and for any reason. If the Service is terminated by IPZoo in its sole discretion and for any reason other than a breach or action of Customer, you will be liable for all charges accrued through the date of termination. If the Service is terminated as a result of a breach or other action of Customer, you will be liable for the entire month in which the termination occurs, unbilled charges and a Disconnection Fee as set forth in Section 8 below and all such charges shall be immediately due and payable.
The Customer agrees to provide IPZoo thirty (30) days notice of the Customers intent to terminate the Service. The Customer shall be responsible for the full monthly service fee for the month in which notice of termination is received. A Disconnection Fee may apply to termination as set forth in Section 8 below.
If IPZoo does not receive the returned Equipment within fifteen (15) days after the termination date, the Equipment Charge of $59.99 will be charged to Customer's credit card.
8. Disconnection Fee
If Customer terminates the Service within twelve (12) months after the expiration of the TrialPeriod, IPZoo shall charge a Disconnection Fee in the amount of thirty nine dollars and ninety five cents ($39.95). The Disconnection Fee shall be waived after Customer utilizes the Service for twelve (12) consecutive months after the Trial Period.
9. Changes to the Agreement, Services or Plan
IPZoo reserves the right to change the Agreement, Services or Plan at any time ("Change"). Changes will be posted on IPZoo's website thirty days before the effective date of the Change. Notice is deemed received by Customer and Changes will be binding to the Customer on the date such Change(s) is posted on the website. The Customer is deemed to have accepted the Change(s) unless the Customer terminates the Service prior to the effective date of the Change or uses the Service after the effective date of the Change. If Customer elects to terminate the Services, the Customer will be liable for all amounts due and a Disconnection Fee, if applicable. The Customer may, at any time, request a change of Plan subject to charges associated with such change of Plan. IPZoo may reduce its prices for Services or Plans without prior notice to Customer.
10. Technical Support
Technical support for Services and Equipment will be provided by IPZoo during normal business hours as described in this Agreement.
11. Limitation of Liability, Warranty and Indemnification
THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT IPZoo, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, PARTNERS, AGENTS, NETWORK SERVICE PROVIDERS, OR EMPLOYEES SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR CONTENT, OR ARISING OUT OF 9-1-1 OR OTHER EMERGENCY DIALING IN CONNECTIONS WITH CUSTOMER'S USE OF THE SERVICES OR EQUIPMENT PROVIDED UNDER THIS AGREEMENT.
IPZoo MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ABOUT ITS SERVICES OR EQUIPMENT AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OR IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICLUAR PURPOSE OR USE. IPZoo HAS NOT AUTHORIZED ANY PERSON OR ENTITY TO MAKE WARRANTIES ON ITS BEHALF AND CUSTOMER MAY NOT RELY ON ANY STATEMENT AS A WARRANTY BY IPZoo.
Liability. The customer understands that IPZoo will not be liable for any failure of performance due to any causes beyond its control or for any internet interruption, power outage, and Equipment failure, delay in installation, activation or commencement of the Service. IPZoo's liability shall be limited to the lesser of actual damages or one thousand dollars $1,000. IPZoo will not be liable for any act or omission by any other person or entity furnishing services or products related to the Services or Equipment or for damages associated with Service or Equipment that IPZoo does not provide.
Indemnification. Customer hereby agrees to indemnify and hold harmless IPZoo and its officers, directors, shareholders and affiliates from and against any and all claims, damages and/or liability arising out of the Services or Equipment, including, without limitation, claims for libel, slander, invasion of privacy or infringement of copyright arising out of material, data or information transmitted via the Services and claims arising out of any intentional act or omission by Customer or others authorized by Customer to use the Service.
12. Governing Law and Dispute Resolution
Governing Law. This Agreement shall be governed by in accordance with the laws of the State of New York, USA, excluding its conflicts-of-law rules. The Customer hereby consents to exclusive personal and subject matter jurisdiction of the courts of the State of New York.
Mandatory and Binding Arbitration. All claims or disputes between Customer and IPZoo arising in any way whatsoever out of the Services or the Equipment shall be resolved by binding and final arbitration by a single arbitrator. The American Arbitration Association shall administer the arbitration under the Commercial Arbitration Rules. The arbitration shall be conducted in New York, NY in the English language. No arbitrator may award relief outside the limits set herein. Customer agrees that all claims shall be in Customer's individual capacity and that Customer will not commence or join any class or consolidate Customer's claim with the claims of any person or persons. Customer hereby waives any right to a jury trial.
13. Copyrights
All software utilized or provided by IPZoo in connection with the Services or Equipment shall be and at all times remain sole property of IPZoo and are protected by copyright laws and international treaties.
14. Force Majeure
IPZoo shall not be liable for any delay in performance caused by acts of God, natural disasters, accidents, strikes, riots, war, government actions, equipment or power failures or any other cause beyond its control.
15. Assignment
The Customer may not assign or transfer this Agreement or its obligations hereunder in whole or in part. IPZoo may assign this Agreement at in time and in its sole discretion.
16. Entire Agreement
This Agreement constitutes the entire understanding and agreement between IPZoo and the Customer and supersedes all prior written or oral agreements related in any way to the subject matter hereof.
Updated: June, 2005
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