OneUC | Terms of Service

Terms of Service

TERMS OF SERVICE

These Terms and Conditions, hereinafter the “Service(s)”, shall govern all Service Quotes, Addendum(s) to Service Quotes and any other contracts or agreements entered between OneUC LLC. hereinafter “OneUC”, and its Customers.

1. DEFINITIONS

Service(s) means provisioning of voice or text or both services, domestic, international, and toll-free termination and origination, conferencing, hosting, server collocation, hardware sales and all related customer support services.

1.1. “Software” means any computer programs or code, software applications, and any other software provided by OneUC to Customer pursuant to this Agreement.

2. SERVICES AND EQUIPMENT

2.1. OneUC shall provide Services to Customer on the terms and conditions set forth in this Agreement. OneUC obligations under this Agreement are expressly conditioned upon Customer's landlord granting OneUC or its designated agents, contractors or representatives’ access to the building phone room, communications room and roof areas solely to the extent required to deliver the Services and to install and maintain equipment.

2.2. Required Equipment. Customer understands and agrees that the Service requires certain equipment provided by Customer such as a SIP access device, personal computer, an Ethernet card and an appropriate operating system (the “Customer Equipment”), as well as certain equipment provided by OneUC such as the Software, an edge access device, an IP phone or SIP gateway (the “OneUC Equipment”). Customer represents that it owns the Customer Equipment or otherwise has the right to use such equipment in connection with the Service.

2.3. Access to Customer's Premises. Customer authorizes OneUC and its employees, agents, contractors and representatives to enter Customer's premises (the “Premises”) to install, maintain, inspect, alter, repair and remove the OneUC Equipment. All such services shall be conducted at a time agreed to with Customer. If Customer is not the owner of the Premises, Customer will obtain the owner’s authorization to grant OneUC access to the Premises, to the extent required to provide the Services. If access to the Premises is required and Customer fails to provide access as provided herein, OneUC may terminate this agreement.

2.4. Ownership of Equipment. All OneUC Equipment and Software shall at all times remain the property of OneUC or its designee. Customer may not sell, transfer, lease, encumber or assign all or part of the OneUC or Software, nor shall Customer relocate the OneUC Equipment outside the Premises. Customer shall pay to OneUC the full manufacturer's suggested retail price for the replacement of any lost, stolen, unreturned, damaged (except for normal wear and tear or damage that was not caused by Customer), sold, transferred, leased, encumbered or assigned OneUC Equipment or part thereof, together with any incidental costs incurred by OneUC relating to the replacement of the OneUC Equipment. Customer hereby authorizes OneUC to charge Customer's Bank account, Visa, MasterCard, or other credit card for any such charges. OneUC may, at its option, install new or reconditioned OneUC Equipment.

2.5. Return of Equipment. Within seven (7) days of expiration or termination of this Agreement for any reason, Customer shall return all OneUC Equipment, to OneUC offices. Customer is responsible for all OneUC Equipment shipment handling and cost and shall update OneUC with the shipment tracking information. Customer shall pay to OneUC the full manufacturer's suggested retail price for the replacement of any lost, stolen, unreturned or damaged Equipment (subject only to reasonable wear and tear).

2.6. Back-up Requirements. The installation, use, inspection, alteration, maintenance, repair or removal of the OneUC Equipment and software may result in service outage or potential damage to Customer's Equipment. If Customer does not back-up all existing computer files by copying them to another storage medium prior to such activities, Customer understands and accepts the associated risks of not making such a backup. IN ANY EVENT, OneUC SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF THE CUSTOMER'S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA.

2.7. Non-recommended Configuration. OneUC has informed Customer of the recommended minimum computer hardware requirements, if any, (the “Minimum Requirements”) for efficiently operating the Service. If Customer allows the installation of the Service utilizing software/hardware that does not meet the Minimum Requirements without OneUC’s written consent (a “Non recommended Configuration”), Customer agrees that (is) Customer shall not be entitled to support relating to any issues other than the quality of the signal delivered to Customer's IP phone or SIP gateway, and (ii) the following limitations of liability shall apply: OneUC DOES NOT REPRESENT OR WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE CUSTOMER TO SUCCESSFULLY ACCESS, OPERATE OR USE THE SERVICE, NOT THAT ANY SUCH INSTALLATION WILL NOT CAUSE DAMAGE TO THE CUSTOMER'S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA. OneUC DOES NOT ASSUME ANY LIABILITY WHATSOEVER FOR ANY DAMAGE OR FAILURE TO INSTALL, ACCESS OR USE THE SERVICE. The foregoing limitation of liability is in addition to and shall not limit any other limitation of liability set forth in this Agreement.

3. INSTALLATION AND SOFTWARE LICENSES

3.1. Installation Process. OneUC and or its agents may from time to time, supply OneUC hardware/software to be installed within the customer premise as requested to deliver the service. Costs associated for the installation of services by OneUC and or its agents to be defined within the Services Quote or additional quotes or addendums agreed to by the parties. Customer may choose to self-install the software, hardware and services at customer’s own risk and expense. OneUC Technical and Trouble Support for customer self-installed services will be charged at the current prevailing wage for those services.

3.2. File Modification. As part of the installation process, system files on Customer's computer may be modified. OneUC does not represent, warrant nor covenant that such modifications will not disrupt the normal operations of Customer's computer. For these and other reasons, OneUC recommends, and Customer agrees, that Customer will back-up all files in accordance with Section 2.6 above prior to installation of the Service. If Customer does not back-up all existing computer files, Customer understands and accepts the associated risks of not doing so. OneUC SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE RESULTING FROM THE ABOVE OR OTHER FILE MODIFICATIONS.

3.3. Software.

3.3.1. Non-exclusive License. If Software is provided, OneUC grants to Customer a limited, non- exclusive license to use the Software, in object code form only, solely for the purpose of connecting Customer's computer(s) or SIP aware device to the Service. This license will permit such use by Customer and any person 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 will commence upon OneUC acceptance of Customer's subscription for the Service and will terminate immediately upon the expiration or termination of this Agreement for any reason. Customer will destroy all Software and any related written material, together with any copies, promptly upon the expiration or termination of this Agreement for any reason.

3.3.2. Copies. Customer may make a single copy of the Software solely for back-up purposes, provided that such copy contains the same copyright notices and proprietary markings as the original Software. Customer cannot engage in, nor permit, any other copying, or any translation, reverse engineering or reverse compiling, disassembly or modification of or preparation of any derivative works based on the Software, all of which are prohibited.

3.3.3. End User Licenses. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any 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 is otherwise terminated.

4. PAYMENT

4.1. Method of payment.

4.1.1. Payments via Credit Card or ACH.

4.1.1.1. With respect to all amounts chargeable to Customer under this Agreement, if paying by credit card or ACH, Customer authorizes OneUC 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 OneUC 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 OneUC Equipment returns.

4.1.1.2. Credit Inquiries. Customer authorizes OneUC to make inquiries and to receive information about Customer's credit experience from others, enter this information in Customer's file, and disclose such information concerning Customer to appropriate third parties for reasonable business purposes. OneUC reserves the right, in its sole discretion, to refuse to provide Service based upon lack of creditworthiness, or in the alternative, to require a Security Service Deposit that will be returned to Customer, without interest thereon, upon the expiration or termination of Services assuming all amounts due OneUC have been paid in full. OneUC shall have the right to offset against the Security Service Deposit, in part or in full, for any amounts due to OneUC.

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

4.1.3. 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

4.1.4. 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 OneUC for payment that is returned by Customer's bank for non-sufficient funds, OneUC may suspend or terminate the account.

4.1.5. Security Service Deposit. In case of an Alternative payment method, the Customer shall provide OneUC a Security Service Deposit. The amount of the Security Service Deposit will be equal to one (1) Fixed Monthly Service Fees. Amounts held on deposit will not accrue interest except as required by applicable law. The Security Service Deposit shall be as stated in the Service Quote and shall be due prior to installation and shall be refunded to Customer upon termination of service, provided that there are no unpaid invoices or due balance to be paid.

4.2. Fixed Monthly Service Fees. The cost for Services requiring a fixed monthly fee shall be as stated in the Service Quote and shall be payable monthly, in advance, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Fixed Service Fee(s)”). The Fixed Service Fee for the first month of Service shall be due and payable prior to installation of Service, where the calendar day of Service commencement day shall be the start of the Monthly Billing Cycle. Thereafter, the Fixed Service Fee is due and payable in advance at the start of every Monthly Billing Cycle. Payments shall be considered late if not received by OneUC by the seventh calendar day from the Monthly Billing Cycle start day.

4.3. Variable Monthly Usage Fees. The cost for Services based on the usage by Customer and other variable factors shall be computed at the rates stated in the Service Quote and shall be payable monthly, using a cut-off date selected by OneUC in arrears, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Usage Fee(s)”). The rates for voice services set forth in the Service Quote shall be valid for the initial term, provided however, all rates for international services are subject to change at any time by OneUC without prior written notice. OneUC may, at its discretion, choose to adjust the rates for voice or text or both services to include the cost, if any, of tariffs, taxes or assessments as imposed upon OneUC by any governmental agency. All Usage Fees are due and payable on the first day of the Monthly Billing Cycle billed and shall be considered late if not received by OneUC by the seventh calendar day of such Monthly Billing Cycle. All rate changes become effective immediately and are posted on the OneUC website located at www.oneuc.com .

4.4. Variable Monthly Usage Fees, Service User Calculation. OneUC will invoice Customer according to the highest number of Users defined in the System, at the end of each Monthly Billing Cycle, regardless of whether a User is offline, not active, or has not utilized the service. Customer has full administration access to the System settings, and it is the Customer’s sole responsibility to maintain the User settings to match actual User and System usage. OneUC will not provide any refund for offline, not active and/or not utilized User accounts.

4.5. Invoicing. OneUC will send all invoices to the Customer on the first day of every Monthly Billing Cycle and Customer shall pay all invoices within seven (7) days from the date of each invoice. The Invoice shall include but is not limited to the following items:

4.5.1. Fixed Monthly Service Fees as per the agreed contract.

4.5.2. Variable Monthly Usage Fees, number of active Users and International Calls for the previous billing period.

4.6. Installation Charge and Security Service Deposit. Charges for any hardware, software, installation, etc., shall be as stated in the Service Quote as a Non-Recurring Charges “NRC” and shall be due and payable upon ordering the service. If applicable, an equipment deposit for OneUC Equipment to be used as rental equipment within the Customer Premises shall be as stated in the Service Quote and shall be due prior to installation and shall be refunded to Customer upon termination of service, provided that OneUC Equipment is returned in good working condition and in its original packaging.

4.7. Late Payments/Failure to Pay. If any payment due to OneUC is not received within 7 days of due date, OneUC will limit the Service provided to Customer and block all outgoing calls. OneUC will notify Customer of the limited Service. Following that, OneUC will provide Customer with additional 7 days to pay all charges in full. If Customer fails to pay within 14 days of the invoice due date, OneUC will discontinue Service to Customer. OneUC shall not be held liable for any direct or indirect damages to Customer arising from the discontinuation of the Service.

4.8. If the Service is discontinued, OneUC shall use the Security Service Deposit to apply payment for all unpaid invoices. Should there be a remaining balance, Customer will need to pay that amount in full, prior to requesting a Service reactivation. If Customer wishes to have the Service reactivated, Customer will be required to pay a reconnect administrative fee of 10% of the amount of all unpaid invoice prior to reactivation. Prior to a Service reactivation following a Service discontinuation, a new Agreement shall be fully executed between OneUC and Customer. OneUC does not anticipate that Customer will fail to make payments on a timely basis. OneUC does not extend credit to its Customer, and the administrative charge is not interest, a credit service charge nor a finance charge. In the event OneUC, at its sole discretion, elects to use the services of a third-party collection agency, the costs of such third-party collection agent shall be paid by the Customer.

4.9. Price Changes. OneUC has the right to change its Service Fee at any time and upon 30 days’ notice unless otherwise stated in the Service Quote.

4.10. Additional Charges. The Service may allow Customer to access the Internet, on-line services and other information. Customer acknowledges that Customer may incur charges while using the Service in addition to those billed by OneUC. For example, Customer may incur charges because 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.

4.11. Prepayment. Credit Limit: Customer’s initial credit limit hereunder shall be $0.00 USD (the “Credit Limit”). If Customer’s billed and unbilled charges for the Services are projected to exceed its Credit Limit (based on Supplier’s measurement of Customer’s daily usage run rate), or does exceed, its Credit Limit, Supplier may, at any time require security of its choice from Customer in an amount equal to Customer’s projected Billing Cycle usage run rate as a condition to continuing to provide the services. Invoice/Due Date/Payment Requirements: Usage Charges shall be invoiced monthly. Invoices shall be sent electronically to Company’s specified email address listed in Service Order. All undisputed Usage Charges under this Agreement shall be due and payable by Company to OneUC, without demand, two (2) days after the invoice date (the “Due Date”). Payment of undisputed charges shall be in immediately available funds paid via wire transfer to the financial institution specified in Attachment Notification Information. Each Party shall be responsible for all transaction charges assessed by, or on behalf of, its own bank.

5. CUSTOMER CONDUCT

5.1. Prohibited Uses. Customer shall not use the Service or the OneUC Equipment, directly or indirectly:

5.1.1. for any unlawful purposes; use of the Service for transmission or storage of any information, data or material in violation of any United States federal, state or local regulation or law is prohibited, such limitation shall include, without limitation, posting or disseminating content which is obscene, unlawful, threatening, defamatory, or infringes upon the intellectual property rights of any third party;

5.1.2. to post, transmit or disseminate illegal information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, knowingly give rise to civil liability, or otherwise violate any local, state, federal or international law or regulation;

5.1.3. to access any other person’s computer, software or data without the knowledge and consent of such person.

5.1.4. To upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright or other proprietary rights without obtaining permission from the owner(s) or otherwise as permitted in accordance with applicable law;

5.1.5. to copy, distribute, or sub-license any software provided by OneUC except that Customer may make one copy of each software program for back-up purposes only;

5.1.6. to service, alter, modify or tamper with the OneUC Equipment or Service or permit any other person to do the same unless such person is authorized by OneUC to do so;

5.1.7. to restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the Service, including, without limitation, posting or transmitting any information or software which contains a virus or other harmful feature, or generating levels of traffic sufficient to impede others\' ability to send or retrieve information;

5.1.8. to knowingly disrupt the Service;

5.1.9. to resell the Service or otherwise charge others to use the Service; the Service is for personal use only and Customer agrees not to use the Service for operation as an Internet service provider or for any other business enterprise in competition with the Service;

5.1.10. to connect the SIP gateway to any computer outside of Customer's Premises;

5.1.11. to generate and/or transfer fraudulent, spam, mass calling and robo calls.

5.1.12. to allow or provide access to adult content material to anyone under the age of 18 years.

5.1.13. Fair Usage Policy. All calls within USA and Canada, to land lines and mobile devices are included in your subscription and subject to a fair usage limit. Unless specified on the Quote, a Fair Usage Limit is of 3,000 outbound minutes per subscriber line per month. Upon exceeding the fair usage limit, OneUC reserves the right to charge a rate of $0.035 per minute for any overages. In the case of US only bundled trunking services, rates (outside the U.S. and Canada) are charged at the current international rates listed at https://www.oneuc.com/site/international-rates as applicable. OneUC reserves the right to change this fair usage policy at any time. Your continued use of your subscription after expiry of the 30-day period shall constitute your acceptance to be bound by the terms and conditions of the OneUC fair usage policy.

5.1.14. Call Flooding. To protect the integrity if its network, OneUC may in its reasonable discretion, and without liability for damages of any type to Customer, its affiliates or End Users, temporarily block duplicate or repeated numbers dialed in succession, where OneUC considers the number of attempts to be potentially harmful to the network. Termination. OneUC reserves the right to immediately terminate this Agreement and the Service if Customer engages in any of the activities listed in Section 5.1 above or if Customer uses the Service or OneUC Equipment contrary to any other OneUC policy. Copies of such policies may be posted online at www.oneuc.com .

5.2. This Section shall in no way limit OneUC rights of termination pursuant to Section 7.2 of this Agreement. Customer agrees to indemnify, defend and hold harmless OneUC against all claims and expenses (including reasonable attorneys' fees) resulting from Customer's use of the Services, including, without limitation, the activities listed in Section 5.1 above, or from any other violation of OneUC policies by Customer. This provision shall survive the expiration or other termination of this Agreement.

6. SERVICE LEVEL COMMITMENT

6.1. Unless otherwise specified in a specific Agreement, OneUC will provide the following Up-Time commitments:

6.1.1. Core Services: 99.99%

Core services include all mission critical capabilities of the OneUC platform needed to maintain overall call processing, including the ability route calls from Subscribers to a provider of PSTN termination and the ability to receive originating calls from a DID origination provider and route them to a Subscribers SIP device, or to Subscriber's voicemail or any other system prompt or action as configured by Customer.

6.1.2. Supporting Services: 99%

Supporting services includes all non-mission critical capabilities of the OneUC platform including Management Portals, Device Provisioning capabilities, and other back office management systems. Down-time is calculated from the time in which customer notifies OneUC of an outage, until the time at which the service is reestablished. Downtime does not include outages that occur as a result of scheduled maintenance events.

6.2. Service Level performance commitment:

6.2.1. If uptime is below the agreed level of availability for the Service, the Customer is entitled to a credit in an amount equivalent to a percentage of the monthly recurring fee. The credit will be for the specific month for which the Service Level Goal was not met.

6.2.1.1. Service Level performance

6.2.1.1.1. 95.1% - 95.9 % equals a 5% credit of monthly invoice

6.2.1.1.2. Below 95% equals a 10% credit of monthly invoice

6.3. Customer shall submit a claim for a Service Level credit no later than the end of the calendar month following the month for which the event occurred.

6.4. A customer is not entitled to receive a service credit in the following cases:

(a) If any downtime was caused by customer initiated actions whether implemented by customer or by OneUC.

(b) If any downtime was caused by misuse by the customer and not a failure on the underlying network and physical host infrastructure directly and solely managed by OneUC.

(d) If any downtime was due to a Force Majeure event.

(e) If the customer had his account suspended for any day of the month under analysis caused by non-payment of the any fees.

(f) Downtime due to the acts or omissions of the customer, its employees, agents, third party contractors or vendors.

(g) If the downtime was caused by violations of the OneUC Fair Use Policy.

(h) Any event or condition not wholly within the control of OneUC.

6.5. Full Credit. Except as otherwise required by law, Customer is entitled to a full credit upon request only in the event of a complete failure of the Service due to technical malfunction of the system or network operated by OneUC for a period of twenty-four (24) consecutive hours or more. To obtain a credit, Customer must request a credit in writing to OneUC within thirty (30) days of the failure. Credits shall be applied against future fees payable by Customer for the Service.

6.6. Force Majeure. OneUC shall have no liability, including as set forth in this Section, for interruption of the Service due to circumstances beyond OneUC control, including, without limitation, acts of God, flood, natural disaster, regulation or governmental acts, fire, civil disturbances, strike or weather.

6.7. Support & Service Contact. Customer shall provide OneUC with a list of Approved Customer’s personnel which are authorized by Customer to contact OneUC to report any Service issues, open Support tickets and work with OneUC personnel on Service issues. OneUC will not open and/or handle any Service request tickets from any other Customer employees, agents or subcontractors.

7. AUTOMATIC RENEWAL AND TERMINATION

7.1. Termination by Customer. The Terms of this Agreement shall be as stated in the Services Quote beginning on the date of Installation and shall automatically renew for a period equal to the initial term on each anniversary unless written notice of cancellation is received by OneUC sixty (60) days prior to the end of each Term For all other Services billed by a Fixed Service Fee, Customer may only terminate prior to the end of the Term stated in the Services Quote by giving written notice to OneUC and by payment of a Fixed Service Fee Termination Amount equal to the number of months remaining in the Term times the amount of the monthly Fixed Service Fee (“Fixed Service Fee Termination Amount”). For Services billed pursuant to Usage Fees Customer may only terminate prior to the end of the Term stated in the Service Quote by giving written notice to OneUC and by payment of a Usage Fee Termination Amount equal to the number of months remaining in the Term times the average of the prior three (or if less than three months have elapsed, using the actual number of months elapsed) month's Usage Fees (“Usage Fee Termination Amount”). All such types of Termination Fees described herein shall collectively or individually be known as Termination Fee(s). ANY TERMINATION NOTICE RECEIVED BY OneUC WHICH IS NOT ACCOMPANIED BY THE PAYMENT OF THE APPLICABLE TERMINATION FEE SHALL BE NULL AND VOID;

7.2. Termination by OneUC. OneUC may terminate this Agreement immediately should Customer violate any of the terms of this Agreement. OneUC may also terminate this Agreement for any other reason by providing Customer with written notice of such termination no later than thirty (30) days before the date of termination. In the event that OneUC terminates this Agreement for any reason other than Customer's violation of the provisions of Section 5.1, Service Fees and other charges will continue to accrue through the date of termination, but all prepaid Service Fees and charges for cancelled Service will be refunded. If termination is due to violation of the provisions of Section 5.1, the termination amount will be equal to the number of months remaining in the Term times the amount of the monthly Fixed Service Fee;

7.3. Customer Obligations. Customer agrees that upon termination of this Agreement;

7.3.1. Customer will pay OneUC in full for Customer's use of the Service and OneUC Equipment up to the later of (i) the effective date of termination of this Agreement or (ii) the date on which the Service and the OneUC Equipment have been disconnected and returned to OneUC Customer agrees to pay OneUC on a prorated basis for any use by Customer of the Service or OneUC for a part of a month;

7.3.2. Upon OneUC request, Customer will permit OneUC its employees, agents, contractors and representatives to access Customer's Premises during regular business hours to remove the OneUC Equipment and other materials provided.

7.3.3. Customer will ensure the return of all OneUC Equipment to OneUC Customer will return or destroy all copies of any software provided to Customer pursuant to this Agreement. If the OneUC Equipment is not returned, Customer agrees to pay the charges referred to in Section 2.4 above and OneUC shall have the right to charge such amounts to Customer's Visa, MasterCard or other credit card, or to electronically debit Customer's bank account;

7.3.4. Non-Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations, including but not limited to applying for Universal Service Fund Discounts as described in the Federal Communications Commission Docket No. 96-45; (c) Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by OneUC), Customer may terminate this Agreement without incurring an Early Termination Charge by giving OneUC not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by OneUC through the date of termination.

7.3.5. Customer, upon request by OneUC made not more frequently than monthly, shall provide information regarding the number of desktop and/or portable computers connected to the OneUC Services during any month.

7.4. Retention of Rights. Nothing contained in this Agreement shall be construed to limit OneUC rights and remedies available at law or in equity. Customer, upon request by OneUC shall provide information in a timely fashion regarding the brand/model of phone system(s), the number of desktop, portable or mobile devices and/or applications (apps) connected to the OneUC Service. OneUC reserves the right to delete all data, files, electronic messages or other information any reason arising out of or related in any way to the use of the Service and/or OneUC Equipment by Customer or otherwise arising out of the use of Customer's computer.

7.5. Survival. The terms set forth in Sections 2,3, and 4 shall survive the termination of this Agreement.

8. CONTENT

Customer acknowledges that Customer is executing this Agreement on behalf of all persons who use the Service and/or OneUC Equipment through Customer's computer(s), phone systems, PBXs and other telecommunications equipment. Customer shall have sole responsibility for ensuring that all such other users understand and comply with the terms and conditions of this Agreement. Customer further acknowledges and agrees that Customer is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement whether such breach is the result of use of the Service and/or the OneUC Equipment by Customer or any other user of Customer's computer(s), phone systems, PBXs and other telecommunications equipment. Customer agrees to indemnify, defend and hold harmless OneUC against all claims and expenses (including reasonable attorneys\' fees) arising out of the use of the Service and/or OneUC Equipment by any other user of Customer's computer(s), phone systems, PBXs and other telecommunications equipment.

9. USERS

10. LIABILITY

10.1. Exclusions. UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR OTHERWISE PROHIBITED BY LAW, NEITHER OneUC IT’S OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR ANY OWNER OR MANAGER OF THE BUILDING OR LAND IN WHICH CUSTOMER'S PREMISES IS LOCATED SHALL HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR:

10.1.1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, THE USE OF THE SERVICE BY CUSTOMER OR ANY OTHER USE OF THE OneUC EQUIPMENT OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE RESULTING FROM OR ARISING OUT OF CUSTOMER'S RELIANCE ON OR USE OF THE SERVICE OR OneUC EQUIPMENT OR SOFTWARE, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF THE SERVICE OR OneUC EQUIPMENT OR SOFTWARE; OR

10.1.2. ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE OneUC EQUIPMENT OR SOFTWARE, OR SERVICE OR A THIRD PARTY INFRINGES UPON THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.

10.2. Application. The liability limitations set forth in this Section 10 apply to the acts, omissions and negligence of OneUC (and its officers, directors, employees, agents, contractors and representatives) which, but for this provision, would give rise to a cause of action in contract, tort or any other legal doctrine. However, the liability limitations set forth in this Section 10 shall apply to liability for personal injury or death only to the extent applicable law does not prohibit such limitation.

10.3. No Third Parties. No third-party owner or manager of Customer's building or land is a party to this Agreement. Thus, no such owner or manager shall be responsible for, nor shall be liable for, the quality of the Service or OneUC Equipment.

10.4. Sole Remedies. Customer's sole and exclusive remedies under this Agreement are as set forth in this Agreement.

10.5. Call Recording. CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ALL CALL RECORDINGS AND ALL RELATED PRIVACY AND DATA SECURITY MATTERS. ONEUC SHALL NOT RECORD, ACCESS, OR USE ANY CALL RECORDINGS OR ANY CUSTOMER DATA WITHOUT CUSTOMER’S EXPLICIT WRITTEN AUTHORIZATION AND CONSENT.

10.6. E911 - The Federal Communications Commission (“FCC”) requires that OneUC provide E911 Service to all customers who use OneUC Services within the United States.

10.7. CUSTOMER ACKNOWLEDGES THAT OneUC EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL LAND LINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 10 AND CUSTOMER HEREBY AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING CUSTOMER'S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. CUSTOMER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT OneUC HAS ADVISED CUSTOMER OF THE CIRCUMSTANCES UNDER WHICH OneUC E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. OneUC ADVISES CUSTOMER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

10.8. CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.

10.9. CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION PROPERLY IF THERE IS AN INTERRUPTION OR A LACK OF BANDWIDTH OF CUSTOMER'S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.CUSTOMER ACKNOWLEDGES THAT OneUC IS NOT RESPONSIBLE AND IS NOT LIABLE FOR ANY INTERNET ACCESS SERVICE DISRUPTIONS.

10.10. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUT DIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. CUSTOMER HEREBY WAIVES ALL CLAIMS AGAINST OneUC FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.

10.11. OneUC E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON INTERNATIONAL NUMBERS, TOLL FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. CUSTOMERS WHO SUBSCRIBE TO OneUC E911 SERVICE WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (ATA or IP PHONE) WITH OneUC EITHER ON THE OneUC USER PORTAL, INITIAL ORDER FORMS OR BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. CUSTOMER ACKNOWLEDGES THAT OneUC ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY OneUC WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO OneUC BY CUSTOMER.

10.12. CUSTOMER ALSO ACKNOWLEDGES THAT OneUC E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE OneUC E911 SERVICES UNSUITABLE FOR SOME CUSTOMERS. BECAUSE EACH CUSTOMER’S CIRCUMSTANCES MAY VARY WIDELY, CUSTOMERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON OneUC E911 SERVICE. CUSTOMER ACKNOWLEDGES THAT IT IS CUSTOMER’S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET CUSTOMER'S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH OneUC E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:

10.12.1. OneUC E911 SERVICE WILL NOT FUNCTION IF CUSTOMER'S ATA or IP PHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF CUSTOMER'S OneUC SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, CUSTOMER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE OneUC SERVICE, INCLUDING FOR E911 PURPOSES.

10.12.2. AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY CHANGE OF AND UPDATE TO CUSTOMER’S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO OneUC NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.

10.12.3. THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING OneUC E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE OneUC E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE OneUC NETWORK, THERE IS A POSSIBILITY THAT A OneUC E911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.

10.12.4. IF A CUSTOMER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE OneUC EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.

10.13. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT OneUC WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING OneUC OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS OneUC ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.

11. INDEMNIFICATION

Indemnification Obligation. Customer shall defend (with counsel reasonably acceptable to OneUC indemnify and hold harmless OneUC and OneUC officers, directors, employees, agents, contractors and representatives from and against any and all claims and expenses, including reasonable attorneys' fees.

12. PRIVACY POLICY

OneUC shall only collect data from Customer, including personally identifiable information, to the extent necessary to provide the Services, and solely for the purpose of providing Customer with the Services. OneUC shall not disclose any of Customer or Customer users’ personally identifiable information without Customer’s prior written consent, except, as required by applicable law. Solely to the extent required by applicable law, OneUC may disclose information relating to Customer and/or Customer's account in response to a subpoena issued in a civil or criminal investigation, litigation, court order or a civil investigation by a governmental entity, provided that in such a case, OneUC shall provide Customer with written notice of such disclosure, unless otherwise prohibited by applicable law. .

13. FRAUDULENT CALLS

In the event Customer connects the Services to the public switched network, Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and OneUC shall have no liability therefore. Customer is solely responsible for payment of long distance, toll and other telecommunications charges incurred through use of the Services being provided here under. Customer shall indemnify and hold OneUC harmless from all costs, expenses, claims or actions arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused from paying OneUC for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event OneUC discovers fraudulent calls being made, nothing contained herein shall prohibit OneUC from taking immediate action, without notice to Customer that is reasonably necessary to prevent such calls from taking place. Notwithstanding, it is understood that OneUC is under no obligation to investigate the authenticity of calls charged to Customer's account and shall not be liable for any fraudulent calls processed by OneUC and billed to Customer's account.

14. NOTICES

14.1 Controlling Law; Venue. The validity, performance, and of this Agreement will be governed and construed in accordance with the laws of the United States and the state of New York, without regard to its conflicts of law provisions. The parties will voluntarily appear before and hereby consent and submit to the exclusive jurisdiction of the state and federal courts located in New York County, NY. If any dispute, litigation, or other action arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

14.2 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally, (ii) by commercially established courier service upon delivery or, if the courier attempted delivery on a normal business day and delivery was not accepted, upon attempted delivery, (iii) by facsimile transmission when confirmed by facsimile transmission, or (iv) by certified or registered mail, return receipt requested, ten (10) calendar days after deposit in the mail. Such notices shall be sent to the addresses set in the Services Quote or such other address as a party hereto shall notify the other party of in writing to OneUC: Telephone: 866.725.9975 Email: billing@oneuc.com Attention: Billing Dept.

14.3 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

14.4 Headings. The headings in this Agreement are inserted for convenience and do not constitute a part of the Agreement, nor modify or limit any of the terms.

14.5 Waiver; Amendment; Modification. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by the party against whom such waiver or consent is asserted. The waiver by either party of, or consent of either party to, a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing.

14.6 Enforceability of Provisions. To the extent any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable, such provision or portion shall be severed or deleted from this Agreement or limited so as to give effect to the intention of the parties insofar as possible. The invalidity or unenforceability of any provision or portion hereof shall not affect the validity or enforceability of any other provision or this Agreement as a whole.

14.7 Assignment Neither party may assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party.

14.8 Entire Agreement. This Agreement, including the Services Quote and attachments hereto, constitutes the entire agreement between the parties regarding its subject matter. This Agreement supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. No other representation, warranty, term or condition, other than as expressly set forth in this Agreement, shall be binding on OneUC.

*END OF TERMS OF SERVICE*