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These Terms of Service, along with the order form you submitted referencing these Terms (the “Service Order”), as accepted or modified by our quotation for products and services (the “Quote”) (collectively, the “Agreement”), constitute a legal agreement among you (either an individual or an entity that you are representing, hereinafter “you/your” or “Customer”), and the reseller identified on your Service Order (“Service Partner” or “we/us/our”) and our voice, access services and billing services partner, RingLogix, LLC (“Access and Billing Partner”) for the various products and services (the “Service” or “Services,” including “Communications Services” provided by our Access and Billing Partner) specified on your Service Order. Service Partner, Access and Billing Partner, and our respective affiliates and vendors providing Services hereunder may be collectively referred to as the “Providers.”
If you are an individual entering this Agreement on behalf of an entity that you are representing, you represent and warrant that you have sufficient and appropriate authority to encumber said entity and are competent to do so.
Any of the following actions constitutes, without limitation or qualification, your approval to be bound by, and to comply with, the terms of this Agreement: (i) Your registering for Service anywhere on our website and selecting “I Accept” or “I Agree” as part of the registration process; (ii) Your electronic or wet ink signature on a Service Order; or (iii) Your use of the Service(s).
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL OR USE ANY SERVICES.
IF YOU ARE OBTAINING VOICE SERVICES FROM THE ACCESS AND BILLING PARTNER, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, AND UNDERSTAND AND AGREE TO, THE LIMITATIONS AND OBLIGATIONS IN THE 911 DISCLOSURE, PROVIDED IN THE QUOTE.
1. PAYMENT & SERVICES
1.1 Automatic Monthly Billing.Except as otherwise set forth on a Service Order, all Services are billed on a monthly basis with an automatic monthly renewal unless you cancel your Service in accordance with Section 3 below. You agree to pay the recurring monthly service charges, set-up charges and usage charges, if applicable, for your use of the Services plus any applicable taxes and fees as set forth in Section 1.5 below. The Communications Services will be identified as provided by or “powered by” Access and Billing Partner on each invoice.
1.2 Usage Based Fees.You have the option of selecting a per-minute billing plan for some of the Communications Services, as offered by the Access and Billing Partner from time to time. Calls under a per-minute plan, international calls, and usage-based fees are generally prepaid plans and billed in real-time with the computed cost deducted from your prepaid account balance after each call is completed, unless otherwise stated in your Service Order. If agreed in the Service Order or the plan details, the Access and Billing Partner may allow postpaid accounts in which usage-based fees are billed in arrears in accordance with Section 1.9 below.
1.3 Payment Processing.Access and Billing Partner will manage all billing and collections for the Providers. Invoices will be available in the Portal. You agree to provide Access and Billing Partner with a valid email address and a valid payment method. You must advise Access and Billing Partner and us immediately if your email address changes and/or payment method changes or expires. Failure to comply may result in the immediate termination of any or all Services. Unless your Service Order states otherwise, you authorize Access and Billing Partner to automatically bill the credit card or ACH bank account you provided, until you cancel the Services in accordance with the requirements of Section 3 below. You agree that Access and Billing Partner may receive updated information about your account from the financial institution issuing your credit card. Access and Billing Partner allows for ACH debit as a payment method. For those users who have selected that method of payment and have completed the Access and Billing Partner’s ACH Authorization Form, there will be a $25 fee charged for each ACH debit transaction attempt that results in a return value of ‘insufficient funds’.
1.4 Fee Payments & Late Charges.Except for usage based fees, all fees are due in advance on the first day of each billing period. All usage based charges (including charges for calls to Alaska, Hawaii and international calls) for Communications Services and those calls that are billed on a per-minute billing plan, are due and payable in real-time out of your prepaid account balance immediately after the conclusion of each telephone call, or within ten (10) days of the date of invoice, as set forth on the applicable Service Order. Failure to pay all invoiced charges in full may, in the sole and absolute discretion of the Providers, result in immediate account suspension and neither Service Partner nor Access and Billing Partner shall have any liability for such suspension under any circumstances. Accounts will be reactivated, at Access and Billing Partner’s sole discretion with respect to Communications Services and Service Partner’s sole discretion with respect to all other Services, only when the account balance is paid in full and a $25 reconnect fee is paid. During any period of suspension for non-payment, Services will be unavailable to you until the account balance is paid in full.
1.5 Taxes.Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, taxes, and/or, with respect to the Communications Services, public utility, universal service or other similar taxes, fees, levies, assessments or surcharges (“Taxes and Fees”). Charges for Communications Services may also include a “cost recovery fee” or other “administrative fee” to cover Access and Billing Partner’s costs of complying with regulatory programs. All such Taxes and Fees (computed automatically by Access and Billing Partner’s billing system and inserted in a line-item fashion on your bill) shall be paid by you and will be added to any amounts otherwise charged for Services to you unless you provide Access and Billing Partner with an appropriate exemption certificate.
1.6 Invoice Discrepancies & Currency Conversion.All invoices are available for viewing and downloading online only via the user portal, to which you will be granted access upon the establishment of your account (the “Portal”). You agree to notify Access and Billing Partner about any billing problems or discrepancies within 30 days after they first appear on your account statement. If you do not bring them to Access and Billing Partner’s attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies. All transactions are charged in U.S. dollars (USD). Please remember that all Service Orders placed will be converted from USD to your currency by your credit card company when they process the transaction. No Provider will be held responsible for any adverse currency fluctuations.
1.7 Security of Customer Premise EquipmentCustomer is responsible to secure all credentials used to access the Services, including credentials used by telephones, gateways, adapters, softphones or other devices (the “Devices”) and credentials used by end users or administrators to access our user interface. Customer acknowledges that placing Devices on a publicly accessible internet protocol address or a publicly accessible network will subject the Customer to a higher level of risk for fraudulent activity, as will use of the Services using a network that has not been secured using best practice measures. Customer acknowledges that Customer bears the risk of loss arising from any unauthorized or fraudulent usage of the Services. Providers may, but shall not be required, to take action to prevent or terminate any fraud or abuse in connection with the Services.
1.8 Service Technical RequirementsCertain Services, including the Communications Services, require a properly-configured, high performance, enterprise-grade broadband IP network and connection. Use of the Services with any network, services, or connection not compatible with the Services may result in partial or complete unavailability, interruption, or underperformance of the Services or other services utilizing the same network, services, or connection. Likewise, 2G, 3G, or LTE networks are not recommended for primary use with the Services. You will provide and maintain, at your own cost, an IP network, services, and connection meeting the foregoing standard and all equipment necessary for the Services to connect to and use such network, services, and connection.
1.9 Notices from Service Partner or Access and Billing PartnerAccess and Billing Partner may provide you notice under this Agreement either by email or voice mail. Service Partner may provide you with notice under this Agreement by either written document, email or voice mail.
2.ADDITIONAL COMMUNICATIONS SERVICES PROVISIONS
The provisions of this Section 2 apply specifically to the Communications Services and constitute part of this Agreement as between Access and Billing Partner and Customer.
2.1 Release of Numbers.You acknowledge that in the event of any account termination or cancellation, all telephone numbers associated with your account are released and may not be available to you upon your reactivation. Similarly, the cancellation of individual services which have associated telephone numbers or disconnection of any number will result in the release of such numbers. You acknowledge that it is your responsibility to work with a third party provider to port out those numbers prior to your disconnection, termination or cancellation of your account, or termination of Communications Services, as more fully set forth in Section 9 below. DID telephone number disconnects are not charged a disconnect fee.
2.2 Unlimited Voice Services.Unlimited voice services are provided solely for live dialog between two individuals. Without limiting Access and Billing Partner’s Fair Use Policy, as provided to you with the Quote or a URL linked therein, and any successor Policy linked in the Quote, unlimited voice services may not be used for conference calling, call forwarding, monitoring services, data transmissions, transmission of broadcasts, transmission of recorded material, or other connections which do not consist of uninterrupted live dialog between two individuals. Unlimited voice services may not be used to aggregate traffic among multiple customers, businesses or offices. Customers may not use unlimited voice services for resale. If Access and Billing Partner finds that you are using an unlimited voice service offering for other than live dialog between two individuals, Access and Billing Partner may, at its option, terminate your Communications Service or change your plan to one with no unlimited usage components. Access and Billing Partner will provide notice that it intends to take any of the above actions, and you may terminate the Agreement, subject to payment of all outstanding balances and any termination liabilities associated with your Services.
Unlimited calling applies only to calls made within the continental United States and Canada (excluding the Canadian Northwest Territories).
2.3 International Calls and Postpaid Usage-Based Fees.Calls to international locales are disabled by default and may be activated upon your request. Activation of international calling and other usage-based Communications Services with billing in arrears may require a minimum deposit and additional processing. The current international calling rates can be found on Access and Billing Partner’s website or by contacting its Customer Care; AND ARE SUBJECT TO CHANGE FROM TIME TO TIME WITHOUT NOTICE.
2.4 Payphone Surcharge.In the event the Customer’s 800/Toll-Free telephone number receives any inbound calls originating from a payphone, these calls will be subject to a charge per call. The charges are based on regulated FCC Payphone Compensation rules. These regulatory charges (as of the date of this version of the Terms, $0.95 per call, but subject to change) will be passed through directly to the Customer.
2.5 Ancillary Services.List and publish and caller name identification (i.e., caller ID with name) Services that are provided by Access and Billing Partner are based on availability of such Services from Access and Billing Partner’s underlying providers. Access and Billing Partner does not guarantee that such Services are available for all numbers in all serving areas. Access and Billing Partner may introduce new ancillary Services to new and existing customers. Such ancillary Services may sometimes, in Access and Billing Partner’s sole and absolute discretion, be offered on a trial basis for a specified period of time during which no fees shall apply to Customer. In some cases, the terms of the free trial may involve an automatic re-enrollment at the end of the trial unless the customer opts out of the trial and/or cancels the service during the term of the free trial. In no event shall Access and Billing Partner impose service fees on Customer for ancillary services without providing Customer the opportunity to opt-out of the trial and/or to cancel the ancillary Service during a no-cost trial period.
2.6 Recording of Calls.Some Communications Services include functionality to facilitate the recording of calls. While some Services may provide a mechanism for automatically notifying parties when inbound calls are being recorded, no such recording ability is available for outbound calls. Regardless of whether calls being recorded are inbound or outbound, you agree and affirm that you and your users are responsible for familiarizing yourselves with and obeying all state, local, and federal laws associated with the recording of any calls and the announcement and/or use of call recording. Neither Provider accepts any responsibility for the use, or your misuse of, call recording or the announcement of its use.
2.7 Ported Telephone Numbers on Service Disconnection.
(a) Port-out of Telephone Numbers.Prior to disconnection or termination, you may be able to take, or “port,” your current telephone number(s) to another service provider. You are solely responsible for providing all required authorizations and information to Access and Billing Partner and your new service provider to facilitate the port. You must complete the port out of your numbers(s) prior to the disconnection of any phone number, or the cancellation, termination or expiration of your Communications Services. You will remain responsible for all charges and fees until disconnect and cancel your Service in accordance with Section 3. Until you submit the disconnect/cancellation notice required by Section 3, your Service to your phone numbers, and your Agreement, will not terminate, you will remain a customer of both Providers, and you will continue to be responsible for all charges and fees associated with your Services. You will not receive any refund or partial refund or any credits for any charges already billed to your account. For all telephone numbers ported out of the Access and Billing Partner network, you will be charged a port-out fee of $5 per telephone number.
YOU ACKNOWLEDGE AND AFFIRM THAT IF YOU DISCONNECT YOUR NUMBER(S) PRIOR TO NUMBER(S) SUCCESSFULLY BEING ACCEPTED BY THE WINNING CARRIER, YOU WILL BE UNABLE TO PORT THOSE NUMBER(S) AWAY FROM THE Access and Billing Partner’S SYSTEM, AND LOSE ANY RIGHTS TO SAID NUMBERS.
You acknowledge and affirm that telephone numbers for customers that are suspended or terminated for any reason are not eligible for porting out, regardless whether you ported said numbers into your Service.
You acknowledge and agree that porting your number(s) will not relieve you of liability for all amounts due and owing for Services up to the effective date of your Service termination, including without limitation any past due amounts or late fees thereon, or any early termination fees that may apply to your Services.
The timing of the port out completion is determined by the winning carrier. Access and Billing Partner is not notified by the winning carrier when the port is complete. Therefore, it is your responsibility to communicate with Access and Billing Partner and cancel your Services when the number has been ported away and is fully functional on the winning carrier’s service. Access and Billing Partner will then remove the number from your Services.
(b) Request to Port-in numbers.If you request that Access and Billing Partner port a number from an existing service provider to Access and Billing Partner, Access and Billing Partner will use commercially reasonable efforts to assist you in porting that number. You acknowledge that service providers require verification of identity, as well as authorization and other reasonable information in order to port any numbers to Access and Billing Partner. You must correctly complete a letter of authorization, provide Access and Billing Partner with a copy of your most recent bill from such service provider, as well as provide any other information required by such service provider to port your number. Failure to provide any information requested by Access and Billing Partner or the third party service provider will delay the porting of the number to Access and Billing Partner. Access and Billing Partner shall not be responsible for any delay in the port of your number and will not provide credit for any such delays.
In some cases, Access and Billing Partner may permit you to submit documentation required to port numbers using a web-enabled user interface. You have the ability to obtain a printed copy of all porting documentation at no cost to you from the interface or by contacting Customer Care. Access and Billing Partner will provide copies of the forms by facsimile or email. No additional software or hardware are required. You may withdraw your consent to submit your porting request electronically by contacting Customer Care prior to our submitting the porting request to our partner. Your consent to electronic submission applies only to the specific porting request you submit through web-enabled interface.
For cancelled portability requests more than 48 hours before a firm order commitment (“FOC”) for Access and Billing Partner’s institution of Services, a non-recurring charge of $10 per telephone number will be charged. For cancelled portability requests within 48 hours of FOC, a non-recurring charge of $75 per telephone number will be charged. For any request to reinstate, within 24 hours, a newly ported telephone number to the original carrier, a nonrecurring charge of $300 per number will be assessed.
2.8 10DLC Compliance for Messaging Services.
Terms governing messaging services will be set forth in the Additional Terms linked in the Quote.
3. CANCELLATION OF SERVICES
Unless otherwise specified in a Service Order, you may cancel the Services governed by this Agreement upon thirty (30) days prior notice by emailing a cancellation request to cancel@carrierofrecord.io. All cancellation requests for any Services of any kind ordered under and governed by this Agreement must be submitted to and processed through Access and Billing Partner. Access and Billing Partner will provide you with email confirmation of both your request to cancel such Services and the actual cancellation of Services. If you do not receive confirmation of receipt of your request to cancel and/or of Service cancellation, you must notify Customer Care by telephone. FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS PROCESS WILL RESULT IN ONGOING SERVICE FEES. Cancellation under this Section 3 will not affect any products or services that you acquire under any other contract that you may have with any party, including Service Partner or Access and Billing Partner, nor will cancellation of any other contract you may have with either Provider relieve you of your obligations under this Agreement. You will not receive any refund or partial refund or any credits for any charges already billed to your account. If you have a remaining balance in your prepaid customer account, it will be refunded to your method of payment currently on file. In the event you signed up for a minimum commitment period (the “Initial Term”), you will be responsible for all charges for the entire Initial Term, all such fees will immediately accelerate and you authorize Access and Billing Partner to immediately bill all these fees to your payment method. You understand and agree that cancellation of your subscription is your sole right and remedy with respect to any dispute with either Provider. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Providers’ enforcement or application of this Agreement; (2) any policy or practice of a Provider, including any Privacy Policy, or a Provider’s enforcement or application of these policies; (3) the amount or type of fees, applicable taxes, billing methods, or any change to the fees, applicable taxes, or billing methods.
4. INITIAL TERM AND RENEWAL
The Initial Term , as set forth in the Quote for the applicable Services, begins on the day Providers activate your Services and continues thereafter for the period stated in the Quote, unless otherwise terminated as provided for herein. Upon expiration of the Initial Term, Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless any Party gives notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term.
5. RIGHT TO TERMINATE OR MODIFY SERVICES
You acknowledge and affirm that neither Provider has any obligation to maintain, freeze, add, retain, enhance or customize features or Services. Either Provider may, in its sole discretion, enhance, replace, and/or change the features of its Services (“Changes”), but it will not materially reduce the core features, functions, or security of the Services during any Term without providing at least thirty (30) days prior notice to Customer. You acknowledge and affirm that you agree to hold harmless and release Providers from any liability directly or indirectly related to any and all Changes made to the Services.
Recurring charges for the Services will, once incurred, remain in effect for the Initial Term (as specified in the Quote) or the then-current Renewal Term. We will provide notice of any proposed increase in such charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. Any Taxes and Fees that a Provider is entitled to pass on to its customers as a surcharge pursuant to applicable law may be increased on thirty (30) days’ written notice, unless applicable law requires an increase to go into effect within a lesser period.
6. SERVICE USE RESTRICTIONS
6.1 Compliance with Laws.You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights and restrictions concerning call recording, call monitoring, call interception and/or direct marketing or telemarketing. Providers may, but shall not be obligated to, provide you with guidelines regarding compliance with applicable regulation(s); however, you are solely responsible for ensuring that your use of the Services is in compliance with all such regulations. You may only use the Services for your own lawful use. You may not use the Services in any way to provide, or as part of, any commercial service or application or in any way interfere with the users, services or equipment of a Provider’s or its service providers’ networks. You may not attempt to, in conjunction with any device, software program or service, circumvent technological measures employed to control access to the Service. In addition to any other remedies available in equity or law to Providers, failure to comply with any of the terms and conditions in this Section 6 (Service Use Restrictions) may, in either Provider’s sole discretion, result in immediate termination of the Services.
6.2 Fair Use.
The Fair Use Policy for the Services, provided to you with the Quote and any successor URL linked from the quote as the same may be modified from time to time, is incorporated by reference as fully as if set forth herein.
7. PERSONAL INFORMATION AND PRIVACY
Providers utilize the public Internet and third party networks to provide Services, including without limitation Access and Billing Partner’s voice and data Communications Services. Accordingly, Providers cannot guarantee the security of your voice and data communications. Providers are committed to respecting your privacy. If you choose to provide personal information, it will only be used in the context of your relationship with Providers. Providers will not sell, rent, or lease your personal information to others. Unless required by law, subpoena, court order, warrant or other valid government request, Providers will only share the personal information you provide with our affiliates, vendors, carriers, agents and/or business partners that are acting on a Provider’s behalf to perform the activities described herein or as otherwise necessary to provide and bill for your Services, and in accordance with the Privacy Polic(y)(ies) provided with the Quote, and any successor URLs linked therefrom from time to time. Such parties are subject to the Privacy Policy with respect to the use of Customer data. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, either Provider may disclose personally identifiable information.
8. E-MAIL NOTIFICATION
Providers may send you emails containing notifications regarding your account and your Services. You agree that as a Service subscriber, either Provider may send you such emails to the addresses you provide. Because these emails are necessary for you to receive the Services, as the same may be modified from time to time, you will receive these account notifications even if you have opted out of receiving other email from either or both Providers.
9. EQUIPMENT ACQUISITION AND RETURNS
(a) During the normal course of business, as a matter of convenience, or for any other reason, either Provider may, in its sole discretion, elect to offer, and you may elect to acquire from Provider, equipment for use with your Services (“Provider Equipment”). Terms related to such Provider Equipment will be set forth in the applicable Quote. You acknowledge and affirm that, warranty exchanges notwithstanding, all Provider Equipment sales are final and not entitled to a refund or exchange. The Provider offering Provider Equipment may, but shall not be required to, offer installment payment plans on any Provider Equipment made available for purchase under this Agreement. In the event that you acquire Provider Equipment that is not paid for in full prior to delivery, you grant to the Provider selling the same a purchase money security interest in such Provider Equipment until the purchase price is paid in full, and shall execute and deliver all UCC-1s or documentation required by the selling Provider to perfect the security interest.
(b) Warranty claims notwithstanding, a Provider may, in its sole discretion, agree to accept the return of Provider Equipment (“RMA”). You agree to be responsible for all return shipping charges and assume any and all liability for any damage that may occur while shipping equipment to the selling Provider. The Providers recommend you elect to purchase insurance for the full replacement value of the Provider Equipment being returned. All Provider Equipment returned as part of a non-warranty RMA transaction must be fully functional, RETURNED IN ORIGINAL PACKAGING, include all documentation, guides, ancillary equipment/parts and accessories, cables, peripherals, power supplies/adapters, and be in generally resalable condition. You agree and authorize, in the sole and absolute discretion of the selling Provider, either (a) the insured return of any equipment not in the aforementioned condition to you at your expense; (b) a charge of twenty five (25) dollars for each item(s) missing, damaged or otherwise deemed, at the sole and absolute discretion of such Provider, to not be generally resalable, up to the full MSRP of the equipment being returned.
(c) You agree and affirm that you release any rights, possession or entitlement of any information contained on RMA equipment and said information becomes the property of the applicable Provider upon its acceptance of the package from the carrier. Providers recommend you properly manage and/or dispose of any residual information before releasing RMA equipment to a carrier for delivery to the applicable Provider.
10. DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY
All Services are provided “as-is,” without warranty of any kind. To the maximum extent permitted by applicable law, PROVIDERS disclaim all warranties, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You assume the entire risk arising out of the use of the services. To the maximum extent permitted by applicable law, in no event shall either Provider or its suppliers be liable for any direct, consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, computer failure, loss of business information, or other pecuniary loss) arising out of this Agreement or the use of or inability to use the Services even if such Provider has been advised of the possibility of such damages. Your sole and exclusive remedy for any dispute with a Provider related to this Agreement or the Services shall be cancellation of the Services. In the event a court awards direct damages despite the foregoing, such damages shall not exceed the lesser of $500.00 or the amount you paid to the Providers within the last six months immediately preceding the date on which your dispute or claim accrued. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. Providers do not endorse, warrant or guarantee any content provided by or through any Services. Without limiting any other provision hereof or in Access and Billing Partner’s 911 Disclosure, in no event shall either Provider be liable for losses, damages, or claims arising out of your use or attempted use of 911 or E911 service(s), nor shall either Provider be liable for your inability to access the 911 or E911 service. This limitation of liability applies to all causes of action and survives termination of this Agreement.
11. INDEMNIFICATION
You agree to hold harmless, indemnify and defend Providers, their officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claim that you have violated any term of this Agreement, the Fair Use Policy, the 911 Disclosure, or any applicable law.
12. AMENDMENTS
Except as otherwise provided, this Agreement may only be modified by a written amendment (provided electronically or otherwise) executed by authorized representatives of all Parties. In no event will handwritten changes to any terms or conditions, including in the applicable Order, be effective. Notwithstanding the foregoing, Providers may update this Agreement or any of their respective Policies from time to time and will provide notice to you via email; provided that notice of changes which do not materially affect your obligations or rights hereunder may be given by posting such notice in the customer portal or by updating such Policy at any successor URL linked therein. Such updates will become effective thirty (30) days after such notice to you. In the event that any such update would be of material detriment to you and is not required by law, you may terminate the portion of the Services affected by the change without penalty by written notice to the Access and Billing Partner as specified in Section 3. Any use of the Services after the effective date will be deemed your acceptance of the change.
13. ASSIGNMENT
Either Provider may assign all or part of its rights or duties under this Agreement to an affiliate or in connection with a sale of all, or substantially all, of its assets or equity to a third party without notice to you; provided, any such third party shall be obliged to honor the terms of this Agreement. Without limiting the generality of the foregoing, either Provider may assign its interests hereunder to the other Provider, and Access and Billing Partner may acquire and reassign to a third party Service Partner’s interests hereunder. You may not assign this Agreement without prior written consent from both Providers, which shall not be unreasonably withheld.
14. COMPLETE AGREEMENT
This Agreement, along with the Policies and 911 Disclosure referenced herein, shall constitute the complete and exclusive agreement between Service Partner, Access and Billing Partner with regard to the subject matter hereof, and you, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by a Provider or not. The acceptance of any Service Order is expressly made conditional on your consent to the terms set forth herein, except as Providers may expressly agree to an amendment to these Terms therein, and any additional terms in your purchase order or similar document shall be null and void. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of each Provider. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. RingLogix is not liable for editorial, pictorial, or typographical errors in this communication.
15. EMERGENCY SERVICES
You acknowledge and understand that Access and Billing Partner’s 911 dialing is different than traditional 911 service. By entering into this Agreement, you represent and warrant that you have reviewed, understand and agree to Access and Billing Partner’s 911 Disclosure provided with the Quote, as updated at any successor URL linked therein, and Access and Billing Partner may disclose to the FCC that you have acknowledged the E911 Disclosure by virtue of having accepted this Agreement.
Communications Services are provided by RingLogix, LLC, d/b/a CarrierOfRecord.io.