1. Definitions

1.1. Vonix. A Florida Corporation providing telecommunications services.

1.2. Customer. “Customer” shall be defined as the individual or legal entity entering into a legally binding contract with Vonix.

1.3. Services. “Services” means provisioning of voice services, hosting, hardware sales and leases, data storage and all related support services.

1.4. Equipment. “Equipment” shall mean any hardware furnished to Customer in relation to the delivery of Services. This shall include, without limitation, telephones, routers, network equipment, analog adapters, and other SIP related devices.

1.5. Agreement. “Agreement” refers to this Terms of Service between Vonix and Customer (collectively referred to as “Parties” or individually referred to as “Party”).

1.6. Customer Premises. “Customer Premises” shall refer to the physical office location of the Customer and not a mailing address or post office box. Customer shall notify Vonix of any address changes.

1.7. Term. “Term” refers to the length of time that Customer utilizes the Services of Vonix. The Customer’s Term shall be specified on the Business Service Order.  If no Term length is specified, Service shall be month-to-month.

1.8. Activation Date. The Customer’s Activation Date will be the latter of (i) the Activation Date listed on the Business Service Order or (ii) the Date the Services are actually installed and active at the Customer’s location. In the event that an installation is performed over a period of time, the Activation Date will be the first date of installation.

1.9. Service Anniversary Date.  The date upon which Annual Term Services renew.

2. Payment & Services

2.1. Monthly Charge. The cost for Services is a monthly fee as stated in the Business Service Order which includes, unless otherwise stated, all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Monthly Charge”). Taxes and fees are subject to change without notice in accordance with governmental regulations.  The Monthly Charge for the first month of Service shall be for a full month of Service plus any prorate services and shall be due and payable within five (5) days of the Activation Date. If the Activation Date occurs on other than the first calendar day of the month then the Monthly Charge will also include proration of charges for the current month. Thereafter, the Fixed Monthly Charge is due and payable on or before the first day of each month.

2.2. Annual Billing. Vonix may offer annual billing to Customer.  Annual billing Customers are not subject to changes in Services costs during the billing period.  Vonix does not offer refunds on Service cancellations or downgrades for Annual Billing, unless Customer cancels or downgrades Services within the first 30 days, in which case Customer will be liable for 30 days of Service only.

2.2. Equipment. All telephone and network equipment purchased by Customer from Vonix shall come with a one (1) year warranty against any defects. However, this warranty shall be waived if Customer’s negligence or misuse of the equipment was the cause of product defect. All telephone and/or network equipment installed by Vonix, unless separately purchased by Customer, shall be the property of Vonix. Customer acknowledges that Vonix sells new and refurbished equipment.

2.3. Lease with Buyout Option. Customer may choose at any time to purchase the leased equipment outright from Vonix. The Buyout Price would be Vonix’s Retail Purchase Price plus sales tax less a credit for the Net Lease Value. The Net Lease Value shall equal the sum of the paid monthly lease payments minus a $5.00 per month administrative fee. If Customer elects this option, their monthly Fixed Monthly Charge, per user, shall decrease by the amount paid per month to lease the equipment upon Vonix receiving full payment for equipment. Upon purchase of the phone equipment, Vonix shall no longer be held liable or responsible for any damaged or defective equiment.

2.4. Equipment Returns. Customer agrees to return all Vonix Equipment within 5 business days if Services are cancelled or suspended. If Equipment is not returned within this timeframe, Customer agrees to pay Buyout Price for all Vonix-provided Equipment.

2.5. Equipment Upgrade. Customer may elect to lease phone equipment from Vonix for the duration of the Term. Upon written request by the Customer, which shall be received by Vonix no later than thirty (30) days prior to the completion of the third (3rd) year of Term, Vonix shall provide updated Customer phone equipment at the completion of the third (3rd) year of Term. Updated equipment shall be comparable to existing phone model. To be eligible for this equipment upgrade, Customer’s account shall be current with no past-due amounts owed to Vonix.

2.6. Defective Equipment. Customer shall immediately notify Vonix of any defective Equipment. Vonix, in its sole discretion, will determine whether or not the Equipment is defective. If found defective, Vonix will provide Customer with a replacement along with pickup or a prepaid return shipping label to return the defective item. Upon the termination of this Agreement, Customer agrees to promptly return all Equipment to Vonix. Vonix reserves the right to charge Customer for any damage, outside of normal wear and tear, to the Equipment.

2.7. Existing Hardware. In the event Customer uses its own existing hardware, Vonix shall offer no product warranty or service guarantee. In addition, all existing hardware shall incur a one-time setup and provisioning fee as outlined in the Business Service Order.

2.8. Toll-Free Calls. Domestic inbound toll-free calls on one Toll Free Number per Account are included in the Fixed Monthly Charges as specified on the Business Service Order. Toll-free numbers are only able to receive calls from US and Canada.

2.9. Domestic and International Calls. All Vonix Plans are for Domestic U.S. and Canada use only, unless an International Plan is specifically selected. International Plans will be subject to further Terms and Conditions outside of the scope of this Agreement.

2.10. Conference Bridge. Conference calling is an optional feature that Customers may elect to enable on their account. The Conference Bridge will use a phone number provided by Vonix, and includes one conference room. The number of concurrent users on the Basic Conference Bridge line shall not exceed the number of users included in Customer’s monthly subscription. Customers may elect to be billed separately for additional Conference Bridges.

2.11. Changes in Service. At any time, Customer shall have the right to change the level of service or features included on the account by executing a new Business Service Order. Vonix shall process all new requests to upgrade service or add additional features within five (5) business days. New Services shall be pro-rated for the first month in the event service is not started on the first of the month. In addition, in the event Customer must downgrade service or deactivate users, Customer must notify Vonix of users to be deactivated by the 20^th of the month in order for the change to be applied to the next billing cycle.

2.12. Billing and Payment Processing. Customer shall provide Vonix with a valid email address for billing and a valid payment method. Customer shall immediately advise Vonix if changes occur to the email address on file and/or the payment method changes or expires. Customer agrees to accept the invoice via electronic delivery; no paper statements will be mailed to Customer. Vonix shall deliver an electronic invoice to Customer at least 7 days prior to the invoice Due Date, which occurs on the 1st of every month, for an amount including, the Fixed Monthly Fee plus Usage Fees accrued over the previous month. Invoices are payable until Services are terminated or cancelled.

2.13. Fee Payments & Late Charges. Except for Usage Fees, all fees are due in advance on the first day of month. All Usage Fees and any other non-recurring charges are due and payable in arrears on the first day of each month following the month they were incurred. Customer agrees to pay for all equipment and set-up fees at the time of request for such Services. Customer agrees to pay for the first month of Service prior to the Service Activation Date. All payments, including payments paid in advance, are completely non-refundable. Vonix reserves the right to deactivate service in the event payment is not received 5 days following the Due Date and Vonix shall have no liability for such suspension under any circumstances. Accounts will be reactivated after the account balance is paid in full. Vonix will assess an additional 1.5% (or a minimum of $10.00) per month late charge if Customer payment is more than fifteen(15) days past due. In the event that payment is returned due to insufficient funds, Customer shall pay a $50 processing fee. Customer shall be responsible and liable for any fees, including attorney and collection fees, that Vonix may incur in its efforts to collect any outstanding balances from Customer. Customer shall also be responsible for and agrees to pay any outstanding balances in the event Services are terminated or cancelled.

2.14. Price Adjustments. Vonix may choose to adjust “Flat Rate” prices with 30 days written notice to Customer in the event of a change in sales, use, value added, excise, federal, state, local, public utility, universal service, other similar taxes or fees, or changes in the Vonix’s cost to provide Service. In the event a Customer is notified of a price adjustment, Customers, including 12 Month Term Customers, may terminate Services with no penalty upon written notice to Vonix. If no termination is made within 30 days from the initial notice to the Customer, price adjustment will be deemed accepted by Customer and the applicable Term shall continue without interruption.

2.15. Telephone Numbers (DIDs). Vonix offers both local DIDs and toll-free DIDs and will port Customer’s existing DIDs. In addition, Customers may choose to purchase custom vanity DIDs. Each customer account includes up to one local DID per user and one new or existing toll-free DID.

2.16. Additional Telephone Number(s). If Customer requires more than one DID per user, additional DIDs are available for purchase. Additional local numbers are available for $3.00 per month and Toll Free DIDs are available for $7.00 per month or the rate agreed upon on the Business Service Order.

2.17. Custom Vanity Number. In some cases, certain area codes are no longer readily available to Vonix. However, Vonix may at times be able to acquire these rare numbers from partners. Pricing for these custom vanity numbers vary and will be listed on the Business Service Order. Vonix does not guarantee the availability of specific numbers.

2.18. Number Portability. Vonix will require a completed and signed Letter of Authorization (“LOA”) for any local numbers or toll-free numbers the Customer wishes to port. In addition, Vonix will require a recent, applicable copy of the Customer’s phone bill which contains the Customer’s Billing Telephone Number (“BTN”) as well as a record of any other numbers that need to be ported. In the rare case that a telephone number is not portable, Vonix will provide the Customer with a new telephone number. Customer shall retain ownership of any purchased local or toll-free numbers and any existing numbers that were ported over to Vonix from a previous service provider. Under federal law, Vonix must release local and toll-free numbers in the event Customer elects to terminate service with Vonix. Vonix agree to comply with all state and federal laws regarding number portability.

3. Service Use Restrictions

3.1. Customer agrees to use the Service in a manner that complies with all applicable federal and state laws, including, but not limited to laws governing the use of call recording, call monitoring, call barging, and telemarketing. Vonix may not dispense any legal advice or provide Customer with any information regarding the legality of using the Service. Customer shall hold harmless and indemnify Vonix and all Vonix executives, employees, contractors, and representatives from and against any claims that arise out of Customer failing to comply with applicable state and federal laws.

3.2. Blocked Numbers. Vonix shall restrict Customer from making calls to 900 numbers and to certain rate centers located in rural areas that are known to be operated by free conference providers. Free conference providers are able to offer free phone service by passing along extremely high fees to service providers. Prior to dialing one of these restricted numbers you will hear a recording which will allow you to accept the charges to complete the call. Restricted calls will be billed at $0.09/min.

3.3. Unlimited Voice Services. Unlimited voice services may not be used for monitoring services, data transmissions, transmission of broadcasts, transmission of recorded material, or other connections which do not consist of uninterrupted dialog between parties. If Vonix finds that Customer is using unlimited voice services for other than uninterrupted dialog, Vonix may, at its sole and absolute discretion, terminate Customer’s service or change Customer plan to one with no unlimited usage components. Vonix will provide notice that it intends to take the above action and Customer may terminate the Agreement. Upon Customer’s decision to terminate the agreement, Customer shall not be entitled to a refund of any kind.

4. Cancellation of Services

4.1. Termination by Vonix. Vonix may terminate this Agreement immediately should Customer violate any of the terms of this Agreement. Vonix 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 termination. In the event that Vonix terminates this Agreement for any reason other than Customer’s violation of any of the provisions of Section 3, Fixed Monthly Fees and Usage Fees will continue to accrue through the termination date, but all prepaid amounts will be refunded to Customer.

4.2. Termination by Customer. The Term of this Agreement shall be either month-to-month Term or a 12-month Term, as specified in the Business Service Order, and shall automatically renew for a period equal to the initial term on each anniversary unless written notice of cancellation is received by Vonix thirty (30) days prior to the end of each Term. Customer shall be liable for any amounts owed for Services rendered through the termination date. Customer agrees to pay Vonix any amounts owed within three (3) business days of the termination date.

4.3. Customer Obligation. Customer agrees that upon Termination of this Agreement, 4.3.1 Customer will pay Vonix in full for Customer’s use of the Service up to the effective date of termination; 4.3.2 Customer will permit Vonix, its employees, agents, contractors and representatives to access Customer’s Premise during regular business hours to remove all equipment and other materials furnished by Vonix; and 4.3.3 Upon request by Vonix, Customer agrees to return all equipment and materials furnished by Vonix upon Vonix’ receipt of termination notice; and

4.4. Port Outs. Customer remains responsible for all billable charges until such time that port outs have been completed. Customer shall retain ownership of any purchased local or toll-free numbers and any existing numbers that were originally ported over to Vonix from a different service provider. By federal law, Vonix must release local and toll-free numbers back to the Customer in the event Customer elects to terminate service with Vonix agrees to comply with all state and federal laws regarding number portability.

4.5. Cancellation of Service Order. In the event that customer cancels a service order prior to installation of services, customer will be billed a termination fee equal to one month of service as listed on the Business Service Order. In the event that a phone number is provided by Vonix prior to customer’s installation, customer will be billed for $39 per month per number for the amount of time the phone number has been active prior to customer’s cancellation effective date.

5. Service Level Agreement

5.1. Service Guarantee. Vonix and its vendors strive to provide the highest level of service. Vonix guarantees a 99.9% uptime of Core Services in any given monthly billing period, excluding scheduled maintenance as outlined in Section 5.4 below. This guarantee shall include only the uptime of the Hosted Services and DIDs and shall not extend to the Customer On-Premise Equipment which may be subject to interruptions outside of the control of Vonix (such as internet interruptions, third party interference, or power outages). If Vonix fails to meet this service level guarantee, Customer shall be eligible for a credit. Credits will be calculated as a percentage of the fees incurred over the billing period affected by the service outage and will be applied at the end of the billing cycle. Credits shall be calculated at five percent (5%) of the monthly service fee for each hour of downtime, up to 100% of the total fees billed in the affected billing period. To obtain a credit, Customer must request a credit in writing from Vonix within thirty (30) days of the service outage. Credits shall be applied against future fees payable by Customer for the Service. This Service Guarantee is your sole and exclusive remedy for downtime in Services.

5.2. Customer Support. Vonix strives to deliver the highest level of customer support. The setting of Priority for an incident carries an important weight in the delivery of service. Vonix commits that assignment of Priority will be carried out in a consistent and fair manner for all Customers. To ensure this, Vonix utilizes the following definitions to assign priority to an incident.

5.3. Priority Definitions.

5.3.1. “Emergency”. A problem within the control of Vonix resulting in the complete outage of phone system which causes a critical business impact and with no temporary solution or workaround to resolve the issue

**While Vonix will assist a Customer in the event of an internet outage, third party network interruption, or power failure, these situations are outside of the control of Vonix and may require the Customer to resolve directly with the appropriate vendor.

5.3.2 “Urgent”. A problem resulting in the complete failure of a phone system feature which causes a non-critical business impact and typically a large group of users are affected by the problem.

5.3.3. “High”. A problem that does not result in a failure of the complete system, does not impair the Customer’s ability to use critical functions, only minimally impairs Customer’s ability to use non-critical functions, and typically affects a small group of users.

5.3.4. “Normal”. General question, change, inquiry or problem that does not affect any user’s ability to work.

5.4. Maintenance and Planned Service Outages. Periodically Vonix will perform system updates to ensure we are running the most reliable and secure software possible. During these system updates it may be necessary to take the Service offline. Vonix will return services as quickly as possible. Typical system maintenance is completed within fifteen (15) minutes. Vonix shall perform system updates and routine maintenance after normal business hours (10PM EST – 5AM EST). Vonix, will use its best effort to notify Customer up to two (2) days in advance of performing system maintenance.

5.5. Security Measures. Vonix is committed to industry best practices approaches concerning security measures to prevent the loss, misuse, and alteration of the information in our possession. We use various security measures to protect the information we collect, as appropriate to the type of information, including encryption, firewalls, and access controls. Vonix stores Customer-provided information on a computer system located in a controlled facility with a limited access. Visitor textual information is encrypted during transmission, our company databases are accessible only by Vonix employees, contractors and agents on a need-to-know basis and who have entered into and are bound by a confidentiality and nondisclosure agreement with Vonix.

5.6. Data Integrity. Personal data we collect is relevant for the purposes for which it is to be used. Vonix takes reasonable steps to ensure that data is reliable for its intended use, accurate, complete, and current.

6. Limitations of Liability

6.1. Indemnification. Customer agrees to indemnify, defend and hold harmless Vonix against all claims and expenses (including reasonable attorneys’ fees) resulting from Customer’s use of the Service. Vonix, its officers, directors, employees or agents shall not be liable or held responsible for 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. This provision shall survive the expiration or other termination of this Agreement.

6.2. Vonix shall not be liable or held responsible for any disruption in Service due to (i) Internet connectivity issues from Customer’s Internet Service Provider (ISP), (ii) Disruption in service related to Customer error, (iii) Outage due to failure of previous telephone service provider to properly port over number(s) to Vonix; or (iv) power outage at Customer’s Premise. Vonix shall have no liability, including as set forth in this Section, for interruption of the Service due to circumstances beyond Vonix’ control, including, without limitation, acts of God, flood, natural disaster, regulation or governmental acts, fire, civil disturbances, strike or weather.

6.3. Emergency 911 Services. Customer acknowledges and understands that Emergency 911 dialing services do not function during power failure or service disruption. Should there be an interruption in the power supply, the Service and Emergency 911 dialing will not function until power is restored. Vonix relies on third party vendors to route Emergency 911 calls. Vonix disclaims any and all liability or responsibility in the event Customer’s personal information is not routed to the correct emergency service provider. Neither Vonix nor its officers or employees may be held liable for any claim, damage, or loss, and Customer hereby waives any and all such claims or causes of action, arising from or relating to Emergency 911 dialing services.

7. Additional Provisions

7.1 Governing Law. This Agreement shall be governed by and construed and interpreted according to the laws of the State of Florida, determined without reference to conflicts of law principles.

7.2 Dispute Resolution. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Florida.

7.3 Notices. Any notice or other communication given by any of the parties hereto to another relating to this Agreement shall be in writing and shall be deemed to have been duly given on the date and at the time of delivery if delivered personally to the party to whom notice is given at the address specified on the Business Service Order.

7.4 Headings. The headings in the sections and subsections of this Agreement are inserted for convenience only and in no way alter, amend, modify, limit or restrict the contractual obligations of the Parties.

7.5 Severability. In the event that any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement and any other application thereof shall not in any way be affected.

7.6 Enhanced Service Provider. Vonix does not directly provide Customer with voice origination and termination services. Voice connections with the Public Switched Telephone Network (PSTN) are provided by wholesale service providers that are in full compliance with all Federal Communications Commission (FCC), state, and local regulations.

7.7 Revised Terms of Service. From time to time, Vonix may revise the Terms of Service and shall notify Customer of such Revised Terms of Service. Continued use of the Service after the revised Terms of Service are in effect is a confirmation of Customer’s acceptance of the revised Terms of Service and Customer hereby accepts and agrees to be bound by all such revisions.

7.8 Assignment. Vonix may assign its rights and obligations under this Agreement to any party without the consent of Customer. Customer may not assign or otherwise transfer its rights or obligations under this Agreement.

7.9 Complete Agreement. This Agreement, including the Business Service Order, and attachments hereto, constitutes the entire agreement between the parties regarding its subject matter. This Agreement supersedes all prior proposals, agreements or other communication between the parties, verbal 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 Vonix.

8. Agreement of Customer

These Terms of Service shall be posted publicly and available to Customers for reference at www.www.vonix.io/tc. Customer’s signature on the Business Service Order shall constitute Customer’s Agreement to these Terms of Service.