Legal

Votacall One Terms of Service

1. INTRODUCTION
   These online Terms of Service, the signed VoIP Services Agreement and any applicable Order(s) and Service Attachments, which by this reference are incorporated herein (“Agreement”), are a binding agreement between Votacall, Inc., (“Votacall”), and the legal entity identified in the Order (“Customer”). Votacall and Customer may be individually referred to as a “Party” or collectively as the “Parties”. No waiver, amendment or addendum to this Agreement, except as delineated on the Votacall website, shall be binding on Votacall unless made in writing expressly stating that it is such a waiver, amendment or additional Service Addendum(s) and signed by an Officer of the Customer and an Officer of Votacall. The Online Terms of Service together with pricing and related materials set forth in the VoIP Services Agreement along with any applicable Service Addendum(s) signed by the parties, are in lieu of and replace all terms and conditions set forth in any documents issued by Customer, including, without limitation, purchase orders and specifications. Votacall may amend and update the Terms of the Service on its website and such amended terms will take effect thirty (30) days from the date the updated terms are posted on the website. Customer acknowledges that Customer has reviewed and accepts the Online Terms of Service and all related terms under the Agreement.
2. SERVICE FEES
   Customer agrees to pay all monthly service charges, installation charges, set-up charges, usage-based charges, rental fees, and other charges and fees (collectively, “Service Fees”).
3. MONTHLY COMMITMENT LEVEL OF SERVICE
   The total monthly commitment associated with this Agreement is the total monthly Service Fee for the Votacall VoIP Services as described and in the VoIP Services Agreement. The monthly minimum commitment will be considered accepted by Customer once the Votacall VoIP Services Agreement is signed by Customer.
4. TERM OF THIS AGREEMENT
   The Term of this Agreement will commence on the Effective Date and continue until the last Order is terminated or expires, unless terminated earlier in accordance with its terms.
5. SERVICES TERM
   The Services Term will begin on the Start Date of the initial Order and continue for the initial term set forth in the initial Order (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless the Customer gives notice of non-renewal no later than (60) days before the expiration of the Initial Term or the then current Renewal Term. The Term of any recurring Services added to the Account after the initial Order is submitted will start on the Start Date of the subsequent Order, will run coterminously with the then current Term of any preexisting Services, and will be billed on the same billing cycles as the preexisting Services. The Start Date for services in a multi-site scenario may vary upon the dates set forth in the VoIP Services Agreement(s) and any applicable Service Addendum(s). The Initial Service Term shall begin on the Start Date for the specific location. The Services shall automatically renew for an additional term equal to the Initial Term. Customer acknowledges and agrees that Customer has not been granted any interest whatsoever in any premises, real or personal property, equipment or servers of Votacall or in any personal property or server space leased by Votacall and Customer has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations, or ordinances.
6. TERMINATION
   Customer may terminate this agreement prior to the expiration of the Term in the following ways: (1) upon payment to Votacall of the Monthly Commitment Level multiplied by the number of months remaining in the Term for each service as set forth in the VoIP Services Agreement(s) and any applicable Addendum(s); (2) If Customer replaces existing Votacall Services with new Votacall Services so long as the new Term and Monthly Commitment Level is equal to or greater than the existing Term and Monthly Commitment Level. Either party may terminate this Agreement for any reason at the end of the Term by giving written notice to the other party not less than sixty (60) days and not more than ninety (90) days prior to the end of the Term. Unless terminated in accordance with this Agreement, the Agreement shall automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”). Either Party may terminate this Agreement solely in accordance with the provisions provided in this Agreement. All notices shall be provided in writing to Votacall at the address listed on the most recent monthly invoice. Upon termination of Services, Customer shall return all equipment provided under the Rental Agreement in good working condition to Votacall at Customer’s expense. If equipment is not returned to Votacall within 30 days of termination or returned damaged, Votacall will invoice Customer for the full value of the unreturned or damaged equipment and payment shall be due within 30 days from receipt of invoice.
7. INVOICING, PAYMENT AND DISPUTES
   Billing for monthly Service Fees commences upon the Service Initiation Date. Monthly Service Fees are paid in advance of each month's service; toll charges and any other applicable usage charges are billed after the end of each month's service. A schedule of applicable fees, charges, and taxes is set forth on the Votacall website and incorporates the pricing set forth in the VoIP Services Agreement. Customer agrees to pay all invoices on the date due by automatic debit to the Customer's Corporate Credit Card, check or other means of payment approved by Votacall. See the Votacall website for a description of applicable fees. Billing Disputes must be submitted in written form to Votacall no later than ten (10) days after the invoice was issued. Customer will be responsible for paying all undisputed charges in full. Unless such claim is submitted in this manner Customer waives all rights to dispute such charges.
8. SUSPENSION OF SERVICE
   If any Customer account is thirty (30) days or more overdue (except with respect to specific charges subject to a reasonable and good faith dispute) Votacall reserves the right to suspend or disable the Services, after providing notice to Customer without liability to Votacall. Suspension or termination of the Services or this Agreement shall not relieve Customer from paying any amounts due hereunder. See Votacall website for information on terms for restoration of service.
9. TAXES AND REGULATORY FEES
   Customer shall be responsible for all sales, use, value added, withholding or other taxes or duties, other than Votacall income taxes, with respect to the Services ordered. In addition to any taxes imposed by governments or regulatory agencies, Votacall reserves the right to charge other authorized regulatory fees, including, without limitation, E911 service fees, universal service fees, and regulatory recovery fees (“Fees”). Any imposition, modification or increases in Fees by a government or regulatory agency or that are intended to recover costs associated with government or regulatory programs shall become effective without notice.
10. E911 SERVICE
    By use of the Service, Customer acknowledges the limitations of E911 service as described in the E911 Policy. Customer agrees and acknowledges that while some individual services offer access to E911 service, others may not. Customer is advised to thoroughly understand the Service and the options available. By accepting this Agreement, Customer acknowledges that it has received the information regarding the limitations of E911 services, understands them, and assumes the risks associated with the E911 limitations. Votacall may disclose to the FCC that Customer has acknowledged the E911 Disclosure by virtue of Customer having accepted this Agreement. Votacall may update the E911 Policy from time to time upon notice to Customer.
    
11. USE OF THE SERVICE
    11.1 Service Requirements
    The Services are dependent upon Customer’s maintenance of sufficient Internet access, networks and power. Customer acknowledges and represents that it has sufficient broadband IP network service to support Services. Votacall will not be responsible for any deficiencies in the Services directly related to the Customer’s network.
    11.2 Use Policies
    Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. Customer may not use, or permit the use of the Services, to interfere with the use of Votacall’s service by others. Customer may not resell the Services. Customer must ensure that its End Users comply with the Use Policies. Any breach of this Section will be deemed a material breach of this Agreement. Votacall may update the Use Policies from time to time and such updates will become effective thirty (30) days after such notice to Customer.
    11.3 Acceptable Use Policy
    The Services must be used in accordance with Votacall’s Acceptable Use Policy.
    Notwithstanding anything to the contrary in this Agreement, Votacall may act immediately and without notice to suspend or limit the Services if Votacall reasonably suspects fraudulent or illegal activity in the Customer’s Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the Votacall Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. Votacall will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact Votacall Support in advance to avoid any Service disruption.
12. Third-Party Emergency Services
    For Third-Party Emergency Services including but not limited to alarm systems, fire panels and elevator phones that require dial tone to function, Votacall is capable of providing analog dial tone through an analog terminal adapter (ATA). However, Votacall will not be responsible for any compliance related to the specific service. It will be the responsibility of the Customer to source a Third-Party provider specific to the service to verify that it meets any code and compliance requirements.                                                
    
13. CALLER ID DISPLAY LIMITATIONS AND COMPLIANCE
    Customer acknowledges and understands that it is required to comply with all applicable laws, including Truth in Caller ID Act regarding the caller ID information.
14. TOLL CHARGES
    Every inbound and outbound call that originates or terminates in the Public Switched Telephone Network (PSTN) and/or other VoIP Networks are subject to Votacall Local, Intrastate or Long Distance per minute rate fees unless such traffic is covered by a Votacall Service Plan (See Section 15). Calls to an international phone number or a phone number that is associated with a region outside of the contiguous United States are not covered by any Votacall Service Plan and therefore are always considered billable events. For the complete Votacall International Rate Plan, visit our website
15. UNLIMITED SERVICE PLANS
    15.1 Calling Service
    All use under the Unlimited Calling Service plan shall remain within the bounds of “Reasonable and Standard” person to person business traffic. Unlimited Voice Service shall not include certain activities including, but not limited to; International calling, Inbound Toll-Free Calling, 911, 411, or any x11 public service speed dial, the use of auto dialers, continuous or extensive call forwarding and outbound call centers. The Services must be used in accordance with Votacall’s Acceptable Use Policy.
    15.2 Unlimited Faxing
    All use under the Unlimited Fax Service plan shall remain within the bounds of “Reasonable and Standard” person to person business traffic. Unlimited Fax Service shall not include certain activities including, but not limited to fax blasts and excessive faxing to a distribution. The Fax Service must be used in accordance with Votacall’s Acceptable Use Policy.
    15.3 Unlimited Messaging 
    All use under the Votacall ONE Unlimited SMS Service plan shall remain within the bounds of “Reasonable and Standard” person to person business traffic. Unlimited SMS Service shall not include certain activities including, but not limited to SMS blasts and excessive SMS Messaging to a distribution. The SMS Service must be used in accordance with Votacall’s Messaging Terms and Acceptable Use Policy.
    15.4 All Unlimited Services
    Use of any Unlimited Service on the Votacall ONE platform shall remain within the bounds of “Reasonable and Standard” business use and must be used in accordance with Votacall’s Acceptable Use Policy.
16. WARRANTY
    As part of the Managed VoIP Service, Votacall provides a warranty for normal “wear and tear” and malfunctions on standard equipment supplied by Votacall for the managed VoIP service for the Initial Term. The warranty expires after the initial term and does not apply to any renewal period. A Month-to-Month term will carry a 1 Year Warranty on equipment provided by Votacall. Customer shall not modify the equipment in any way without the express written permission of Votacall. Customer shall not use the equipment except with the Services provided hereunder. Votacall will attempt to resolve all issues with the Customer by having a Remote Support Engineer contact the Customer to isolate the problem. Please review the complete Warranty terms and conditions.
17. RENTAL PROGRAM
    Votacall offers a Rental Program for certain hardware "Rental Devices". Terms of the Rental Program are set forth in the Rental Program Terms & Conditions.
18. MANAGED SERVICE & SUPPORT
    24x7 Technical Support is included as part of the managed Hosted VoIP Service for all products and services sold, delivered and implemented by Votacall. Votacall will not provide support on products and services that are not supplied by Votacall or if the equipment and/or onsite environment is outside of Votacall's implementation best practices.
19. FRAUD
    Customer agrees to notify Votacall promptly if it becomes aware of any fraudulent or unauthorized use of its account, service or equipment. Votacall shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer’s account and the payment of all charges to Customer’s account shall be the responsibility of Customer.
20. PRIVACY
    Customer acknowledges and agrees that Votacall will provide the Services in accordance with Votacall's Privacy Policy
21. DISCLAIMER OF WARRANTIES AND THIRD-PARTY ACTIONS
    Except as expressly provided in the Terms of Service, Customer acknowledges and agrees that the Services are provided on an “As Is”, as available basis. Except for the terms of Votacall’s equipment Warranty as described and documented in the Terms of Service, Votacall does not make, and hereby disclaims, all warranties of any kind, whether express or implied, including, but not limited to, any warranty of merchantability, fitness for a particular purpose or non-infringement or title to the maximum extent permitted by law. Votacall does not warrant that the Services will meet the Customer’s requirements or that the operation of the Services will be uninterrupted or error-free. Further, Votacall does not warrant that all errors in the Services can be corrected. Customer acknowledges and agrees that Votacall does not and cannot control the flow of data between the Votacall network and third-party networks. Such flow depends on the performance of third-party networks and the services provided by third parties. Actions or inactions caused by these third-party networks can produce situations in which Votacall customers’ connections may be impaired or disrupted. Although Votacall will use commercially reasonable efforts to remedy and avoid such events, Votacall cannot issue any warranties over third party networks. Votacall disclaims all liability resulting from or related to the performance, nonperformance or incorrect performance of third-party networks.
22. LIMITATION OF LIABILITY
    At no time shall Votacall be liable for any indirect, special, incidental, consequential, punitive or exemplary damages however caused and whether in contract, tort or under any other theory of liability, including, without limitation, loss of business or potential business, goodwill, work stoppage, lost profits or revenue regardless of whether such losses were foreseeable by either party. Votacall’s liability for damages arising out of any errors, mistakes, omissions, interruptions or delays in service or caused by it, its agents or contractors or any other failure to perform a duty under this Agreement shall not exceed an amount representing the proportional charge for the services applicable to the period during which the services were affected. No action against either party arising out of these Terms may be brought by the other party more than as provided for in this Agreement and if not otherwise specified, no later than one year after the cause of action has arisen.
23. INDEMNIFICATION
    The Customer agrees to indemnify and hold Votacall harmless against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with Claims made or brought against Votacall by a third party arising from or relating to: (i) any act, error, omission, fault, negligence or misconduct of Customer or any user of the Service or Equipment; (ii) Customer’s material breach of the Rules of Use; (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 Votacall; (iv) any claim by any customer of Customer, User, or any other third party relating to, or arising from, Customer’s use of the Services or Equipment; or (v) violation of any law or regulation by Customer, any User, or any Customer employee, contractor, or agent.
24. SERVICE DISRUPTION
    Votacall will use commercially reasonable efforts to minimize service disruptions and outages. In the event of service disruptions or outages, Customer’s sole remedy, and Votacall’s sole obligation, shall be to provide the service level credits and/or remedies for the applicable Service in accordance with the Service Level Agreement.
25. FORCE MAJEURE
    Neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including any act of war, act of God, earth-quake, flood, embargo, riot, sabotage, terrorist attack, labor shortage or dispute, governmental act or failure of any third party service or network, provided that the delayed party (a) gives the other party prompt notice of such cause, and (b) uses reasonable commercial efforts to correct promptly such failure or delay in performance.
26. GOVERNING LAW / RESOLUTION OF DISPUTES
    The Agreement and the relationship between Customer and Votacall shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions, and any dispute between the parties, including Customers failure to pay any sum due hereunder, shall be heard in the Courts of the Commonwealth of Massachusetts, Suffolk County, or the United States District Court for the District of Massachusetts. If Votacall is required to commence legal action to enforce the terms of this Agreement, Customer shall be liable for attorney fees and costs in connection with such legal action.
27. EXPORT COMPLIANCE
    You agree to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security. You also expressly agree that Customer shall not export, directly or indirectly, re-export, divert, or transfer any portion of the Service or Device, including, without limitation, to any destination, company, or person restricted or prohibited by U.S. export controls.
28. CALL RECORDING
    28.1 Recording Conversations
    Certain Votacall Services provide a function that allows Customer to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. Customer is solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Votacall expressly disclaims all liability with respect to your recording of telephone conversations. Customer hereby agrees to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Votacall from and against any damages or liabilities of any kind related to the recording of any telephone conversation by Customer on the Votacall platform.
    28.2 Call Recording Storage
    Votacall provides storage and makes accessible Customer Recorded Calls as part of the Service for 90 (Ninety) days. Customer Recorded Calls will not be accessible after 60 (Sixty) days. Customer has the option for extended storage and accessibility for an additional monthly fee.
29. BREACH
    In the event of Customers breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, Customer shall reimburse Votacall for all attorney’s fees, court fees, collection, and other costs incurred in the enforcement of Votacall's rights hereunder and Votacall may keep any deposits or other payments made by Customer.
30. ENTIRE AGREEMENT
    The Terms of Service, the VoIP Services Agreement(s), Orders, qualifying Addendum(s) and all additional and applicable Terms and Policies located in the legal section of the Votacall website constitute the entire Agreement and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. The terms, conditions, obligations, agreements and covenants hereof shall extend to, be binding upon, and inure to the benefit of Customer hereto and their respective heirs, personal representatives, successors, assigns, and/or acquirers, including any entity which acquires, merges with, or obtain control of Customer. The parties agree that any limitations of liability, exclusions, and disclaimers of warranties and indemnification obligations are essential to the parties entering into this Agreement, will survive the termination of the Agreement, and will apply even if the Agreement is found to have failed of its essential purpose.

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