IS TECHNOLOGIES, INC. IS-TALK Telephone Solution
TERMS OF SERVICE
This End User Service Contract (the “Contract”) is made effective upon signing by the Customer and is binding between IS Technologies, Inc., headquartered at 4900 Cahaba River Road, Vestavia, Alabama 35243 and an end user (“Customer”). Your use of the Service constitutes your acceptance of the entire Terms of Service. By using the IS-Talk Hosted Telephone service, provided by IS Technologies, Inc. Customer acknowledges that the Contract has been read and understood completely, and that the Customer agrees to the terms and conditions set forth below. RECITALS WHEREAS, IS Technologies, Inc. is in the business of providing specific products and services which may be modified from time to time by IS Technologies, Inc. in its sole discretion (“Services”) and Customer desires to use said Services;
1.0 SERVICE OFFERED: IS Technologies, Inc. will provide Customer with Services in accordance with the terms of this Contract. Current pricing for said Services are described as outlined in your proposal.
2.0 SERVICE DISTINCTIONS AND RESTRICTIONS: Customer acknowledges and understands that the Services covered under this contract are not traditional telephone services. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between said Services and the traditional telephone service, including but not limited to different regulatory treatment than the traditional telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial telecommunications regulatory agencies. Customer acknowledges and understands that the Services provided by IS Technologies, Inc. do not function in the event of power failure. Customer also acknowledges and understands that the Services require a fully functional broadband or dedicated connection to the Internet must (which is not provided by IS Technologies, Inc.). If the above internet is Broadband a public static IP address must be maintained by the chosen provider and that cost is the responsibility of the customer. Customer understands and agrees that many factors outside of the control of IS Technologies, Inc. affect the quality of VoIP telephony.
2.1 USE OF SERVICES BY CUSTOMER OUTSIDE OF THE UNITED STATES: IS Technologies, Inc. does not presently offer or support the Services to customers located in countries outside of the United States. If Customer connects a device to the IS-Talk’ Service from a country other than the United States and uses the Service from there, Customer does so at their own sole risk, including the risk that such activity violates local laws in the country where Customer does so. Customer is liable for any and all such use of the Services by yourself or any person making use of the Services provided to Customer and agree to indemnify and hold harmless IS Technologies, Inc. against any and all liability for any such use. IS Technologies, Inc. reserves the right to terminate Customer’s Service immediately and without advance notice if it determines that Customer is using it from outside the United States.
2.2 OTHER SERVICES RESTRICTIONS: Certain usage restrictions may be placed on the Services due to a high risk of fraud, regulatory restrictions and, or difficulties in settlement. These restrictions include but are not limited to calls terminating to or originating from a specific country or geographic area being blocked. Restrictions for said Services are described on IS Technologies’ web site and may change without notice from time to time at IS Technologies’ sole discretion. All third party integrations and plugins are offered on a best effort basis. IS Technologies will provide assistance with third party integrations as required and at a billable hourly or project rate decided at time of request.
2.3 ACCEPTABLE USE OF SERVICES: Customer agrees to use the Services only for lawful purposes. Customer agrees not to use IS-Talk Hosted Services for transmitting or receiving any communication or material of any kind which in IS Technologies’ sole judgment the transmission, receipt or possession of such communication or material (i) would constitute criminal or illegal activities; give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Customer agrees not to attempt to hack, misuse, dispute or disable or damage the Service in any way and that it will not interfere with or disrupt other users of Services and/or any other service provider who furnishes services to Customer in connection with this Agreement. Customer agrees not to engage in the delivery of unwanted or unsolicited communications or SPAM to third parties using IS-Talk Services or resources. IS Technologies, Inc. reserves the right to terminate your Service immediately and without advance notice if IS Technologies, in its sole discretion, believes that you have violated the above restrictions, leaving you responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges and taxes, plus a termination or disconnect fee, all of which immediately become due and payable. If IS Technologies, in its sole discretion, believes that you have violated the above restrictions, IS Technologies may forward the objectionable material, as well as your communications with IS Technologies and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
2.4 TERM “UNLIMITED” & “REASONABLE” DEFINED: The term “UNLIMITED” used in IS Technologies marketing, sales material and Service plans is defined as telephone usage both local and long distance that are for the reasonable business use of the customer only. IS Technologies determines “reasonable” use to be below 1200 minutes per month per extension of domestic use. If customer exceeds this in any given month, IS Technologies will contact them for an explanation. If usage does not fall back within these limits in the next month then minutes in excess of this amount will be billed to the customer at the rate of $.03 per minute.
3.0 TERMS OF SERVICE: The term of this contract is 36 “Thirty Six” months. Early termination by the Customer without notice to IS Technologies, Inc. as outlined below in section 3.1 will result in contract balance being due and payable on the date of termination, termination fees will be based off of the maximum number of seats purchased in any given month under this contract. Early termination is defined as discontinuing more than 75% all services with IS Technologies prior to the expiration date of the executed contract for any and all reasons unless agreed upon in writing by customer and an executive officer of IS Technologies, Inc. Contract length will renew for successive 1 Year Periods after the initial period unless a letter of termination is received by IS Technologies 60 days prior to renewal. This letter must be received and acknowledged by IS Technologies to email@example.com. IS Technologies does allow the Customer to scale the number of seats up or down, on a month to month basis, dependent on the Customer’s telecommunication needs. The Customer may not scale seats as a method to minimize IS Technologies, Inc. monthly service contract and use the minimized service dollars as a means to supplement another vendor’s services in place of IS Technologies’ service. It is understood that IS Technologies will be the single source telecommunication vendor at all sites under contract. If Customer supplements IS Technologies, Inc. services with another vendor IS Technologies, Inc. may terminate the contract and all termination charges will apply.
3.1 CANCELLATION OF SERVICES: Early termination by the Customer is possible providing the Customers account is current and the below procedure is followed.
Written notification by the Customer on customer letterhead 60 days prior to desired termination date. This may be electronic providing it is from the Customer’s appointed contact person and the customer receives a reply acknowledgment from IS Technologies, Inc. staff. Notification must include reason for termination, name of new service provider, approximant date of number porting.
IS Technologies, Inc. will invoice 50% of the remaining months on the contract and client must have paid that invoice.
Return of all IS Technolgies, Inc. equipment provided, in working condition, to our main office located at 4900 Cahaba River Road, Vestavia, Alabama 35243.
If the above conditions are met the contract between the Customer and IS Technologies, Inc. will be terminated. Until you notify us of your intention to cancel, your Service and your Agreement with us will not terminate, you will remain an IS Technologies, Inc. customer, and you will continue to be responsible for all charges and fees associated with your IS-Talk Service. You will not receive any refund or partial refund or any credits for any charges already billed to your account.
4.0 CHARGES AND FEES: Usage charges are assessed to Customer’s account as Services are utilized and are based on usage Rates in effect at the time the Service was delivered. Usage rates may vary depending on a number of factors including but not limited to: (i) the type of Services provided, (ii) the terminating locations where the Services are offered and provided. Usage is billed in six second increments and may be subject to a minimum connect charge except as otherwise detailed in the usage rates on IS Technologies’ website. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement. All refund, charges, fees and credits will be settled in United States dollars (USD). The Customer may view IS Technologies’ effective rates for usage, recurring and nonrecurring charges at www.istphones.com. Federal and State telecom taxes change from time to time. It is IS Technologies, Inc. desire to have these included in our monthly rates but reserves the right to add taxes as deemed necessary to maintain compliance with government regulations.
4.1 SERVICE CREDITS: Service Credit allowances shall be provided at the sole discretion of IS Technologies, Inc. upon written request by the Customer to firstname.lastname@example.org If it is determined by IS Technologies that a credit warranted, the amount will be credited directly to the Customer’s account balance to be applied against future use of Services. Credits will not be refunded in the event that this agreement is terminated.
4.2 TAXES: Customer is responsible for, and shall pay, any applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for Services. Such amounts are in addition to payment for the Services and will be assessed to your account as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide IS Technologies with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date IS Technologies receives such certificate.
4.3 BILLING DISPUTES: All billing disputes or requests for adjustments must be made in good faith and received by IS Technologies in writing within 45 days of the disputed event or Customer’s right to raise such billing disputes will be deemed waived. All billing disputes must be submitted to the following email address email@example.com. Each billing dispute should contain sufficient information for IS Technologies to investigate the disputed event, including but not limited to, the time and date of the event, type of service used, origination and termination details, and the nature of the dispute. IS Technologies will respond to each dispute within 21 days of receipt of properly completed dispute information. If IS Technologies determines that a disputed event was billed in error, IS Technologies will issue a credit to reverse the amount that was incorrectly billed. IS Technologies shall solely determine disputed events, and IS Technologies’ decision on the disputed event, absent arithmetic errors, shall be final.
5.0 MONTHLY BILLING: Monthly billing will begin on first day or each month. Invoices will be sent via email to the Customer appointed billing contact. All invoice are due upon receipt. First invoice will include pro-rated days of service to get the client on the proper billing cycle. Customer paying billing payments via ACH or Credit Card agree to and expressly authorizes IS Technologies, Inc. to charge the customer’s credit card or bank account for any and all services owed or equipment purchases authorized by customer.
5.1 NON PAYMENT OF SERVICE: IS Technologies reserves the right to discontinue service should the account become 60 (sixty) days delinquent/past due for any reason. It is the responsibility of the Customer to ensure that a valid billing contact email address is on file with IS Technologies at all times. In the event the Customer fails to make monthly service payment IS Technologies will contact Customer to provide an alternate valid payment method. Customers outstanding balance due will be charged in full and our records updated to reflect the new valid credit card. Customer may update/enter payment information at any time by requesting an update form from firstname.lastname@example.org. Payment must be received by IS Technologies, Inc. within three days of notification to Customer of payment failure to prevent possible service interruptions.
5.2 SUSPENSION AND TERMINATION BY IS Technologies, Inc. IS Technologies, Inc. reserves the right to suspend or discontinue providing Services generally, or to terminate Customer’s Service, at any time in its sole discretion if client has violated terms of service. IS Technologies, Inc. will only terminate services for any other reason with a 30 day written notice. If IS Technologies, Inc. discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a prorated portion of any final month’s recurring charges. If Customer’s Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper or unacceptable use of Services as set forth in Section 2.4, Customer will be responsible for the full month’s charges to the end of the current month, including without limitation unbilled charges plus termination or disconnect fee, all of which immediately become due and payable. Accounts that are inactive for a period of sixty (60) days will be automatically suspended. Accounts are considered inactive if no Service usage occurs during the period. Inactive accounts that are suspended will, at the sole discretion of Blue Ocean Technologies, be terminated if the Customer fails to request that the account be reactivated and resumes using service within 30 days of the account being suspended. Accounts terminated for inactivity will be assessed a disconnect fee.
5.3 PORTING EXISTING NUMBERS: IS Technologies will assist customer in porting numbers from another carrier by submitting the proper paperwork on behalf of the Customer. Customer authorizes IS Technologies, Inc. to make whatever changes are necessary with losing carrier to accomplish the port including but not limited to signing porting documents on Customers behalf as required by the losing carrier. IS Technologies, Inc. will charge Customer a fee of $300 or $250 per number, whichever is greater, for cancellations of porting of customer numbers after a Firm Order Commitment has been received from the losing carrier. Orders cancelled within 24 hours of the port will be assessed an additional $250 per number cancellation fee. Porting your number to another carrier does not terminate your account nor stop your billing for services. Your account can only be terminated via the guidelines in section 3.1 and are subject to all conditions of section 3.0. Requests for Snapback to the losing carrier for any reason will be billed to the customer at $350 per number snapped back.
5.4 E911 DURING PORTING PROCESS: During the transition period when your numbers are being ported from your previous provider to IS-Talk, e911 service will not be active on our system. Please do not use the IS-Talk telephones to call 911 in the case of an emergency. While the numbers are in transition, your old carrier will have the e911 emergency information in their system. IS Technologies, will not be able to provision your system until the numbers have been transferred successfully. Calls made to e911 during this transition period where an emergency address has not be assigned are subject to a fee of $250.00 per incident. In order to avoid this penalty, use your old phone system or a mobile device until IS Technologies has completely transferred your numbers and notified you it is OK to use 911.
6.0 EQUIPMENT: All equipment remains the property of IS Technologies including but not limited to telephones, switches, routers, and other network appliances installed by IS Technologies at time of installation of IS-Talk service. IS technologies reserves the right to deploy like new quality equipment unless specifically stated on your service agreement. IS Technologies will cover all provided equipment with full replacement warranty provided it is a failure of the equipment caused by defect or normal wear and tear use. Customer is responsible for replacement cost if equipment is abused or mistreated.
7.0 PRIVACY: Customer acknowledges and understands that IS-Talk Services utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Information transmitted over the public Internet or third party networks may not be encrypted. IS Technologies shall not be liable for any lack of privacy which may be experienced with regard to using the Service. Customer acknowledges and understands that from time to time IS Technologies employees, subcontractors and agents may view Company’s data and call information in order to resolve specific errors discovered with IS-Talk Services or third party service providers.
8.0 SERVICE OUTAGES: Customer acknowledges and understands that the IS-Talk Services rely on existing Customer infrastructure (not provided by the IS Technologies) and are dependent on high-speed, quality broadband or dedicated access to each Customer’s location. Service outages may occur that are outside of the control of IS Technologies. Outages may occur for a variety of reasons including but not limited to power failures, service interruptions by Customer’s broadband provider and/or Internet Service Provider, service interruptions by third party service providers and failings of the public Internet, IS Technologies’ components or PSTN (Public Switch Telephone Network). In the case of such an outage, IS Technologies Services may be unavailable in part or entirely until such time that the outage is resolved and IS-Talk Services access connectivity has been restored. Non-Usage charges will continue to be accrued during outage periods until the Customer or IS Technologies terminate the Service in accordance with this Agreement. IS Technologies may perform scheduled or emergency maintenance (including temporary suspension of Services as necessary) to maintain or modify its Services. IS Technologies will make best effort to provide the Customer with notice of such maintenance as is reasonably practicable in the circumstances.
9 GENERAL CONDITIONS:
9.1 IS Technologies’ primary methods of communication with Customers are via electronic mail (“email”) email@example.com and telephone at 205-314-8800. Notices to Customer shall be sent to the email address (“Email Address”) specified by Customer at the time of registration for the Services or as subsequently updated by Customer. Customer is responsible for notifying IS Technologies of any Email Address changes. Customer agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. IS Technologies may also post notices as set of the previously and such posting on the IS Technologies website will also constitute notice to the Customer.
9.2 This Contract and the rates for Services at www.istphones.com constitute the entire agreement between Customer and IS Technologies,Inc. and govern Customer’s use of the Services, superseding any prior agreements between Customer and IS Technologies and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding on IS Technologies, Inc. unless it is posted in accordance with Section 10.3 hereof.
9.3 IS Technologies, Inc. may change the rates, terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the earliest date of when the Customer is notified by email and the notice is posted on the IS Technologies website at www.istphones.com. Such changes will become binding on Customer, on the date mailed and or posted to IS Technologies website and no further notice by IS Technologies is required.
9.4 The failure of either party to enforce at any time any provision of this Agreement, or to exercise any option which is herein provided, or to require or fail to require at any time performance by the other party of any provision herein, shall in no way affect the validity of, or act as a waiver of this Agreement, or any part thereof, or any right of such party thereafter to enforce it.
9.5 If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
9.7 All Section headings and captions used in this Agreement are for convenience or reference only and are not intended to define or limit the scope of any provisions in this Agreement.
9.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.
9.9 Customer acknowledges that its breach of the Agreement will cause irreparable damage and hereby agrees that IS Technologies shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
9.10 Each Party represents and warrants that the execution of this Agreement and performance of Party’s obligations hereunder will not conflict with, result in the breach of any provision of, or the termination of or constitute a default under, any agreement with any other person or entity of which either Party is a party or by which they are bound.
9.11 No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
10 LIMITATION OF LIABILITIES AND INDEMNIFICATION:
10.1 Customer acknowledges and understands that IS Technologies’ liability is limited for any Service outage, reduction in service level or inability to dial 911 / emergency services or to access emergency service personnel, as set forth in this document. Customer agrees to defend, indemnify, and hold harmless IS Technologies,Inc. its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney fees and costs incurred or suffered by IS Technologies, Inc.) by, or on behalf of, Customer, an Agent of the Customer or any third party or user of Customer’s Service, relating to the absence, failure or outage of the Services, including 911 dialing/emergency services and/or inability of Customer or any third person or party or user of Customer’s Service to dial 911 or to access emergency service personnel, the loss of data, loss of revenue or profits, or damages arising out of or in connection with the use or inability to use the Services, breach of a representation or Warranty of Agent, acts, omissions or default of the Agent or Agent Parties in the performance of any of the covenants, obligations, services or agreements of Agent. This paragraph shall survive termination of this Agreement.
10.2 IS Technologies, Inc. shall not be liable for any delay or failure to initiate and provide Services, including the inability to access 911 dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following: act or omission of IS Technologies, Inc. or an underlying carrier, service provider, vendor or other third party; equipment, network or facility failure; power outage, equipment, network or facility upgrade or modification; force major events such as (but not limited to) acts of god; strikes; fire; war; riot; government actions; equipment, network or facility shortage; equipment or facility relocation; service, equipment, network or facility failure of IS Technologies’ Services or caused by the loss of power to Customer; outage of Customer’s ISP or broadband service provider; act or omission of Customer or any person using the Service provided to Customer; or any other cause that is beyond IS Technologies’ control. The exception will be those items outlined in IS Technologies’ defined SLA’s.
10.3 IS Technologies’ aggregate liability for (i) any Service outage or degradation in Services; (ii) any claim with respect to IS Technologies’ performance or nonperformance hereunder or (iii) any failure or mistake, or (iv) any IS Technologies act or omission in connection with the subject matter hereof shall in no event exceed Service charges with respect to the affected time period.
10.4 IN NO EVENT SHALL IS Technologies, Inc. ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT IS Technologies, Inc. WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
10.5 Customer is liable for any and all liability that may arise out of the content transmitted between Users of Services and between Users of Services and third parties. You shall assure that Customer’s or User’s use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. IS Technologies, Inc. reserves the right to terminate or suspend affected Services, and/or remove your or Users’ content from the Services, if IS Technologies, Inc. determines that such use or content does not conform with the requirements set forth in this Agreement or interferes with IS Technologies, Inc.’ ability to provide Services to you or others or receives notice from anyone that Customer’s or User’s’ use or Content may violate any laws or regulations. IS Technologies, Inc.’ actions or inaction under this Section shall not constitute review or approval of Customer’s or User’s’ use or Content. The Customer will indemnify and hold harmless IS Technologies, Inc. against any and all liability arising from the content transmitted by or to Customer or to Users using the Services. A “User” means any person, whether authorized or unauthorized, using the Service provided to Customer.
10.6 DISPUTES In the event a dispute arises between the parties to this Agreement, it is hereby agreed that the dispute and the parties shall submit to binding arbitration in accordance with the rules of the American Arbitration Association, or the applicable United States Arbitration and Mediation Rules of Arbitration. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the mediation and arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award. This paragraph does not apply to any dispute arising as a result of Paragraph 7.0 this Agreement regarding marks. Any arbitration will take place in the state of Alabama. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
By using the service you agree to all terms and conditions set forth herein.
By Accepting IS Technologies IS-Talk Hosted Solutions pricing you agree that you have read the above pages of Terms of Service and that you agree to all the terms and conditions herein: