nexVortex Master Services Agreement
510 Spring Street, Suite 250
Herndon, VA 20170, USA
This Master Service Agreement is made effective between nexVortex, Inc. (nexVortex), a Delaware company with principal offices in Virginia, and Customer as listed on nexVortex Customer Service Order agreement (Customer). Each party is collectively referred to as Parties, or individually as Party. In order to use nexVortex Services, Customer must agree to these Terms. Customer may not use nexVortex Services if Customer does not accept these Terms. Each Party accepts these Terms by completing a nexVortex Customer Service Order Agreement or Account Activation Guide. The Customer Service Order may be completed by accepting these terms online at www.nexvortex.com as part of the registration process or by returning a signed and dated Customer Service Order, or by returning a signed Account Activation Guide to nexVortex at [email protected] Small business nV50 and nV100 customers enter into this agreement on behalf of Customer name listed on service registration form at the time the Service was ordered online at www.nexvortex.com or through a Customer Service Order Agreement if signing a 1, 2 or 3 year term agreement.
By executing Customer Service Order Agreement or Account Activation Guide, Customer acknowledges that Customer has read and understands Agreement completely, and that Customer agrees to the terms and conditions set forth below. Furthermore, the signatory of this Agreement is authorized to enter into this Agreement on behalf of Customer name on Service Order agreement and to become bound by its terms.
WHEREAS, nexVortex is in the business of providing various Services as set forth in Exhibit A and Customer desires to use said Services.
NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the parties agree as follows:
1.0 SERVICES OFFERED
A listing of the Services covered under this Agreement is set forth in Exhibit A. The Services listed in Exhibit A may, at the sole discretion of nexVortex, be changed from time to time.
The specific Services to be provided to the Customer will be set forth in a Customer Service Order Agreement and will be provided in accordance with the terms of this Agreement. Pricing for the Service to be provided will be included in the Customer Service Order Agreement. Pricing for additional services are listed in Exhibit B of this agreement. Pricing for additional hardware, and professional services will be provided upon request to by writing to [email protected] nV50 and nV100 Small Business SIP Trunking plan pricing can be found in Exhibit B of this agreement and online on the nexVortex web site, www.nexvortex.com/pdf_files/smallbusinesspricingguide.pdf.
2.0 SERVICE DISTINCTIONS AND RESTRICTIONS
Customer acknowledges and understands that the Services covered under this agreement 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 feature functionality, service limitations and different regulatory treatment. This different regulatory treatment may limit or otherwise affect Customer rights of redress before Federal, State or Provincial telecommunications regulatory agencies.
2.1 EMERGENCY SERVICES – 911 / E911 DIALING
In accordance with FCC regulations for Interconnected Voice over IP service providers, nexVortex provides access to emergency services via 911/E911 dialing to all its customers based in the United States of America. Customer understands and acknowledges that nexVortex does not provide access to emergency services outside of the USA. There are important differences to the 911/E911 service provided by nexVortex as compared to that provided by traditional wire-line service providers. Description and acknowledgement of this service is provided in Exhibit C. As part of setting up Customer account, the Customer is responsible for providing physical address information for each emergency location. THIS INFORMATION MUST BE PROVIDED IN ORDER FOR 911 EMERGENCY CALLS TO BE DELIVERED TO A LOCAL PUBLIC SERVICE OFFICE. If the Customer fails to configure the 911 information, 911 emergency calls will be routed to a national center. 911 emergency calls that are routed to the national center because the Customer failed to provide address information will be subject to a per call surcharge of $100.
2.2 ELECTRICAL POWER
Customer acknowledges and understands that nexVortex Services will not function in the absence of electrical power.
2.3 INTERNET ACCESS
Customer acknowledges and understands that the Services provided will not function if there is an interruption of Customer’s broadband or high-speed internet access service. Interruptions include service outages and/or service degradations of the Customer’s Internet Service Provider or other third party that either intentionally or inadvertently restricts access, blocks ports, or similarly interferes and impedes nexVortex’s ability to deliver Services including Emergency 911.
2.4 SUPPORTED CUSTOMER DEVICES
In order to use nexVortex SIP Trunking Services, a compatible device is required on the Customer’s premises. An example of such a device is a PBX that supports SIP Trunking. nexVortex does not provide these devices as part of its SIP Trunking Service offering. It is the Customer’s responsibility to provide the appropriate equipment in order for the SIP Trunking Service to function properly. A list of Service compatible equipment manufacturers can be found on the nexVortex web site at www.nexvortex.com. The list of compatible equipment manufacturers may be changed from time to time at the sole discretion of nexVortex. Manufacturers of compatible equipment are not tied to nexVortex in any way, financial or otherwise, and frequently make changes to the devices they offer. These changes could make the manufacturer’s device inoperable with nexVortex’s Service. nexVortex will work with manufacturers to ensure compatibility but nexVortex can’t guarantee compatibility with any manufacturer’s device.
nexVortex does not offer technical assistance for third party devices. This includes PBXs, Gateways, Switches, Firewalls, IP Phones, and Adapters. Customer understands it is their responsibility to properly configure their devices, PBXs, Gateways, Switches, Firewalls, IP Phones, adapters, and devices for use with nexVortex services. If Customer uses a manufacturer’s device that has not been verified as compatible with nexVortex Services, Customer will indemnify and hold harmless nexVortex, its officers, directors, employees, and affiliates against any liability arising out of such use.
2.5 FAX & ANALOG DEVICES
nexVortex facilities support both the T.38 and G.711 passthrough protocols for faxing; however, fax service and delivery using SIP Trunking and Hosted Voice over IP services are not guaranteed. nexVortex recommends nVFAX which is an electronic based fax service. More information on this can be requested by emailing [email protected] .
Customer acknowledges Alarm Lines, Credit Card Machines, Elevator Lines, and other analog device applications are not to be used with nexVortex service. nexVortex Session Initiated Protocol (IP Voice) may not function with these devices or by nature of delivery may not meet local, state or federal specifications or requirements for these line applications.
2.6 NUMBERS & PORTING
Customer is responsible for understanding the number porting process before orders are submitted. nexVortex serves most markets in the continental US 48 states for local number access; however, not all markets are serviced. Some markets have restrictions that prevent nexVortex from servicing these areas. Customer is to verify with nexVortex that their numbers are portable by emailing [email protected]nexvortex.com. Although it is common for the porting process to take 10 to 14 days from the time port orders are submitted, existing carriers can release numbers much sooner. Customer understands port orders shall not be submitted until customer’s onsite equipment and PBX have been configured and tested. Following submission of a port order, the customer will receive a Firm Order Commit (FOC) date. A FOC date is the date the port will occur. Rescheduling FOC date is difficult and in some cases “can not” be accommodated especially for a date change request that is within 48 hours of the FOC date. Additional charges up to $100 per number can be charged for expedited change requests, FOC date changes or snap-back port requests. nexVortex does not provide guarantees on snap-back port requests. Porting information, timelines, and preparation details are provided in the nexVortex customer portal.
The number provisioning process begins once an account has been ordered and activated. For small business nV50 and nV100 SIP Trunking accounts this begins once a payment is submitted to activate service. nexVortex does not inventory new DID numbers in all markets and provisioning times can vary. Although nexVortex provides an option to buy Vanity Toll Free numbers, local DID vanity number selection is not offered.
If you want, you may “port” your nexVortex number(s) to another carrier. To do so, you must work with the receiving carrier. Once your port has been completed to your new service provider you must email [email protected] to cancel your nexVortex service. Until you cancel service you will remain a nexVortex customer and continue to be responsible for all charges and taxes associated with your monthly service. Porting numbers to another provider does not release term obligations as noted under section 5.0 of this agreement.
2.7 TOLL FREE NUMBERS
nexVortex is a Toll Free RESPORG that provides both the ability to order new toll free numbers and/or port over existing toll free numbers. Toll free porting information, timelines, and preparation details are provided in the customer portal. Toll free service can be added to any account. Toll Free Vanity number selection is available as an optional feature. Toll Free RESPORG services for time of day routing (TOD), day of week routing (DOW), geographic routing, and percent allocation routing are separate features that are not included in nexVortex standard service plans. These features may be purchased separately by contacting [email protected]
2.8 INTERNATIONAL DID ORIGINATION
nexVortex offers local DID numbers in many international markets. A list of countries where International DID numbers are available can be found in the customer portal. nexVortex provides no warranty nor guarantees on international DID number porting. International DID numbers are provisioned with two (2) channels. Depending on the country additional channels can be ordered. A rate of 4 cents per minute is charged for inbound calls received on International DID numbers. Outbound rates made from International DIDs can be found in customers’ web portal. Outbound rates will depend on the country, region, and city that you are calling.
2.9 RENTAL HARDWARE
In order to use nexVortex’s Services, it may be necessary to install and operate nexVortex equipment on the Customer’s site. For example, a gateway device may be required in order for a traditional PBX to use nexVortex SIP Trunking Service. In these cases, at the discretion of nexVortex, nexVortex may offer the Customer the opportunity to purchase or rent the equipment from nexVortex. If the Customer elects to rent the equipment from nexVortex, Customer understands and agrees that rented equipment remains the property of nexVortex and will be returned to nexVortex at the end of the Agreement term. Customer understands that failure to return the rented equipment to nexVortex within thirty (30) calendar days of termination of Services will result in the Customer being charged the full cost of new equipment.
Customer can order rental hardware from nexVortex with an approved credit application. This can include mSIP rental SBCs, Routers, EasyPath SIP to PRI Gateways, SIP to Analog Gateways, and Rental Phones for Hosted Voice Service. Damage caused to equipment outside of normal wear and tear is the responsibility of Customer and may result in the Customer being charged the current purchase price of new equipment. This includes power surges, theft, water damage or damage due to improperly securing hardware.
If the Customer elects to purchase the equipment instead of renting, warranty of the equipment will be provided by the equipment manufacturer.
Rental routers and rental gateways from nexVortex are considered Managed. Customer understands and accepts these devices are locked and not accessible to them to make their own changes. All changes to rental routers and rental gateways are to be made by nexVortex. Customers who attempt to access, override, or tamper with nexVortex managed routers and gateways will be considered in violation of this agreement and can be charged for a minimum of 2 Hours of Professional Service at a rate of $195 per hour for each rental device to be reconfigured.
2.11 OTHER SERVICE RESTRICTIONS
Certain usage restrictions may be placed on the Services due to a high risk of fraud, regulatory restrictions and/or difficulties in settlement. Free conference calling or similar services that participate in traffic simulation practices or schemes that result in excessive charges may be blocked. 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 in the nexVortex web portal, and may change without notice from time to time at nexVortex’s sole discretion. Customer may also obtain a current list of blocked destinations by submitting a request through electronic mail to nexVortex at [email protected].
3.0 ACCEPTABLE USE OF SERVICES
Customer agrees to use the Services only for lawful purposes. Customer agrees not to use nexVortex Services for transmitting or receiving any communication or material of any kind if in nexVortex’s 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, disrupt, disable or damage the Service in any way and that Customer 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 to configure, operate, and maintain any and all devices using nexVortex’s Services in accordance with industry standards and best practices, including the limitation of excessive keep-alives, short registration timers, message flooding, and other abusive activities. Customer agrees not to engage in the delivery of unwanted or unsolicited communications or SPAM to third parties using nexVortex Services or resources. nexVortex reserves the right to suspend customers service immediately and without advance notice if nexVortex, in its sole discretion, believes that Customer has violated the above restrictions. If customer abandons service Customer is responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges and taxes all of which immediately become due and payable. If nexVortex, in its sole discretion, believes that Customer has violated any of the above restrictions, nexVortex may forward the objectionable material, as well as Customer’s communications with nexVortex and Customer’s personally identifiable information to the appropriate authorities for investigation and prosecution and Customer hereby consents to such forwarding.
4.0 FRAUDULENT ACTIVITY
Customer is responsible for maintaining the security of their nexVortex web account, nexVortex Service credentials, and Customer equipment connected to the nexVortex network. Should the Customer’s account and/or equipment become compromised (hacked), resulting in nexVortex Services being used on behalf of the Customer whether authorized or unauthorized, the Customer is responsible for any charges or fees associated with such usage. If the Customer believes that their account or equipment has been compromised, the Customer must immediately report the suspicious activity to nexVortex. nexVortex reserves the right to immediately Disable any accounts that appear to have fraudulent activity. At any time, the Customer may request that new credentials be issued to the Customer. Should the Customer’s account be Disabled because of fraudulent activity, prior to nexVortex restoring service, the Customer must provide nexVortex with information documenting the steps taken to prevent fraudulent activity from occurring and, if applicable, arrange for settlement of any charges incurred as a result of fraudulent activity.
4.1 ABUSE OF SERVICE
nexVortex service plans are designed for traditional business use. Auto Dialer and Broadcast applications are not to be used with nexVortex service plans without prior written permission from nexVortex. Service parameters for Auto Dialer and Broadcast applications approved by nexVortex will be documented in Customer Service Order Agreement. This will often include concurrent call capacity and calls per second restrictions for auto dialer and broadcast applications. Unauthorized use of an Auto Dialer or Broadcast application with nexVortex Service can result in immediate suspension of service to the customer. Customer agrees to limit the percentage of calls which are less than 6 seconds in length to less than 7% of the total number of calls handled during any given period. Should the percentage of short calls exceed 7%, nexVortex may assess a per minute surcharge of $0.015 per minute on all calls of less than 6 seconds of duration.
4.2 FAIR USAGE POLICY ON UNLIMITED MINUTE SERVICES
Customers who use nexVortex Unlimited Plans agree to the nexVortex Fair Usage Policy. Unlimited Minute service plans are not to be used for high volume calling applications or call centers. On average, nexVortex customers use less than 1,000 minutes of usage per line or per hosted voice seat per month. Customer will be considered over the nexVortex fair usage policy when, in aggregate, outbound and inbound DID usage exceeds this average in a given month. For example, a customer with 10 lines or hosted voice seats would not typically exceed 10,000 minutes of usage (10 lines x 1,000 minutes) in a month. Customers doubling or tripling this amount can be considered as violating the nexVortex Fair Usage Policy. nexVortex reserves the right to review Customer’s account at any time for potential abuses of this Fair Usage Policy. nexVortex may determine abnormal or abusive usage based on comparisons to the usage patterns of other customers. If nexVortex identifies excessive or abusive traffic patterns, commercially reasonable efforts to inform Customer and to provide the opportunity to correct the unusual usage behavior. If customer is unable to correct or resolve the abusive traffic patterns within thirty (30) days, nexVortex reserves the right to change Customer’s applicable rate plan to meet fair usage policy guidelines. This can include increasing the amount of lines or seats purchased each month or charge an overage rate of 1.5 cents for usage above Fair Usage policy guidelines with or without notice.
Most services are offered on a term agreement of 1, 2 or 3 years. This is outlined in the Customer Service Order Agreement. Customer is responsible for Termination fees up to the full value of the remaining agreement which may be assessed if the account is closed prior to the term obligation as set forth in the Customer Service Order Agreement.
At the end of a term agreement, services will automatically renew for another year (12 months) unless notice of non-renewal is sent by electronic mail from customer of record to [email protected] no later than thirty (30) days before service agreement ends. Customers can contact the nexVortex sales team by emailing [email protected] for other options on extending their services thirty (30) days before their service agreement ends and agreement is renewed for another year(12 months).
Customers can choose to purchase nV50 and nV100 small business SIP Trunking service plans on a 1, 2, or 3 year term agreement or on a month to month term basis. This must be identified at the time of purchase to attain initial incentives. Month to Month service plans end on the last day of a calendar month. nexVortex requires thirty (30) days notice for Service cancellation of nV50 and nV100 service plans on month to month service terms. nV50 and nV100 service plans on 1, 2 or 3 year term agreements are responsible for the full value of the term agreement which may be assessed if the account is closed prior to the term obligation as set forth in the Customer Service Order Agreement .Cancellation notice for month to month service plans must be sent by electronic mail from customer of record to [email protected] no later than thirty (30) days before service is to be cancelled of which nexVortex will bill for services and taxes.
5.1 START OF SERVICE
Billing for nexVortex services start as soon as they have been made available for use with or without the completion of existing numbers ported to the service. Customers are encouraged to submit their number port orders when they open their account. However, some customers may delay this process or not respond to requests to submit documentation for number porting, thus the number porting completion date is “not” considered a start of service billing date. Start of service billing begins when the service is available for use with or without existing numbers ported to the service.
mSIP and EasyPath: Start of service billing for mSIP or EasyPath will begin the sooner of nexVortex making customer aware service is available for use or fifteen (15) days from the time nexVortex rental equipment is shipped. SIP Trunking service is provisioned the same day account is opened with billing beginning immediately thereafter. SIP Trunking Accounts using Ramping Plans shall have billing commence as listed in their Ramping Plan Addendum. If billing is started during the middle of a billing period (Calendar Month), the service billing will be pro-rated.
Hosted Voice and cloudQ: Start of service billing will begin the sooner of nexVortex set up for service availability or fifteen (15) days from the time nexVortex rental equipment is shipped. The number porting completion date is not considered start of service billing.
Small Business SIP Trunking Plans: Start of service billing starts on the day nV50 and nV100 service plans are ordered and activated with their initial payment. These service plans are set up and provisioned the same day they are ordered. nV50 and nV100 service plans that elect a term agreement have the option to use a Ramping Plan. Rates and start of service billing is outlined in the Ramping Plan Addendum in the Customer Service Order Agreement.
Circuits & Internet Access: Lead time for a circuit installation varies based on the type of circuit ordered and physical location. Start of service billing for nexVortex MPLS and Internet Access circuits begin no later than 7 days from the time the customer is notified circuit is available for use.
6.0 CHARGES AND FEES
The charges and fees for nexVortex’s Services are categorized into five types: (1) Usage, (2) Recurring, (3) Surcharges, (4) One Time and (5) Taxes and Regulatory Fees.
Usage charges are assessed to Customer’s account as Services are used 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 originating and terminating locations where the Services are offered and provided, (iii) the time that the Service is utilized, including but not limited to time of day, day of week, day of month, and (iv) quality of service. Domestic usage is billed in six second increments and may be subject to a minimum connect charge. International usage rates vary by country and may be billed in different duration increments and are subject to a minimum connect charge.
Recurring Charges are billed to the Customer periodically. Typically, Recurring Charges are assessed monthly. Customer is purchasing the Service for full monthly terms, meaning that if Customer terminates Services prior to the end of Customer’s specified term outlined in Customer’s “Customer Service Order Agreement”, Customer will be responsible for the full charges to the end of the then current term, including without limitation unbilled Recurring Charges, all of which become immediately due and payable.
Surcharges may be assessed on a per call basis when the call is placed.
One Time Charges shall be billed as they are incurred.
Taxes and other Regulatory Fees will vary by tax jurisdiction and be assessed at the end of the billing cycle. During a normal billing cycle, estimated taxes will be applied as charges are incurred on the account. At the end of each billing cycle, the estimated taxes will be replaced with the accurate and final taxes.
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 funds, charges, fees, and credits will be settled in United States dollars (USD).
7.0 ONLINE BALANCE
Account balance information is provided on the nexVortex website. Customer may view their online account balance by logging into the nexVortex website. The online balance is updated in near real-time as billable events occur. The online balance is provided for the Customer’s convenience and should ONLY be considered as an estimate of the Customer’s account balance during the current billing cycle. The account balance may be adjusted at the end of the billing cycle when the final statement is prepared for the billing cycle.
7.1 MINIMUM ALLOWABLE BALANCE
The minimum allowable balance for prepaid services is $0.01. To avoid service disruption, prepaid Customers must maintain a balance greater than $0.00 at all times.
Customers who have a service plan with a monthly recurring cost greater than $500 per month can apply for a Post Paid billing with a completed credit application. Approved Post Paid customers will have an established credit line provided by nexVortex. Post Paid account balances are to be paid in full on payment due date outlined in the Customer’s post paid terms and conditions which is provided after a credit line is approved by nexVortex. To avoid service disruption customers must meet monthly payment obligations outlined in aforementioned post paid terms and conditions documentation which is provided to those approved for post paid billing.
8.0 SERVICE CREDITS
Service Credit allowances are listed in the nexVortex SLA. nexVortex provides a SLA for service plans on term agreements of 1, 2 or 3 years. Customer requesting SLA credits are to provide written request submitted by electronic mail to [email protected] If it is determined by nexVortex that a credit is warranted, the amount will be credited directly to the Customer’s nexVortex online account balance to be used for future Services. Cash credits will not be issued. Credits will not be refunded in the event that this agreement is terminated.
Customer is responsible for, and shall pay, any and all 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 Customer’s subscription or use or payment for Services. Such amounts are in addition to payment for the Services and will be assessed to Customer’s account as set forth in this Agreement. If the Customer is a recognized charitable or non-profit organization and is exempt from payment of such taxes, the Customer must provide nexVortex with a copy of the original certificates that satisfy applicable legal requirement for attesting to tax-exempt status. Tax exemption will only apply from and after the date nexVortex receives such certificate.
Payments may be made by submitting a valid credit card number (American Express, Visa or MasterCard, or any other issuer then-accepted by nexVortex) through Customer’s portal. Customer may also mail a check or submit an ACH bank transfer. nexVortex reserves the right to stop accepting credit cards from one or more issuers.
To use nexVortex prepaid services, customer must establish a prepaid account balance by depositing funds into the account prior to or at the time the Services are activated as noted under Section 7.1. At all times, prepaid customers must maintain an account balance that is greater than the minimum allowable balance for the account as set forth in Section 7.1. To replenish a prepaid account balance, Customer must deposit additional funds using one of acceptable forms of payments. Should the account balance fall below the minimal allowable balance of $0, the account may, at the sole discretion of nexVortex be disabled. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.
10.1 DELINQUENT PAYMENTS
If any charges or fees for Services are due but unpaid for any reason including, but not limited to, non-payment, declined or reversed Credit Card charges or Checks returned by the bank, nexVortex may suspend or terminate Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by nexVortex. Customer will be fully liable to nexVortex for all costs incurred by nexVortex in collecting accrued charges, including but not limited to collecting costs and attorney’s fees and any charges it receives from the credit card issuer. In addition, for payments made by Check, if the Check is returned unpaid for any reason an additional fee of $25 will be assessed to the Customer’s account.
11.0 REFUND OF UNUSED PREPAID BALANCE AT TERMINATION
Following termination of this agreement, nexVortex will refund any monies remaining in the Customer’s account within sixty (60) days of effective termination date. Refunds will be issued to the customer, using check or other acceptable means, to Customer’s billing address on record at that time. The amount refunded will be equal to the ending account balance less any termination fees, disconnect fees, and any unbilled charges and applicable taxes for Services delivered prior to termination.
12.0 BILLING DISPUTES
All billing disputes or requests for adjustments must be made in good faith and received by nexVortex 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 protected] Each billing dispute should contain sufficient information for nexVortex 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. nexVortex will respond to each dispute within 21 days of receipt of properly completed dispute information. If nexVortex determines that a disputed event was billed in error, nexVortex will issue a credit to reverse the amount that was incorrectly billed. nexVortex shall solely determine disputed events, and nexVortex’s decision on the disputed event, absent arithmetic errors, shall be final.
13.0 SUSPENSION AND TERMINATION
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 3.0 and 4.1, Customer will be responsible for charges to the end of their current term, 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 or more will be automatically suspended. Accounts are considered inactive if no Service usage occurs during the last sixty (60) days. Inactive accounts that are suspended will, at the sole discretion of nexVortex, be terminated if the Customer fails to request that the account be reactivated and resumes using service within thirty (30) days of the account being suspended. Accounts terminated for inactivity will be assessed a disconnect fee up to the full remaining term outlined on Customer’s Service Order agreement. Accounts that are reactivated by the Customer after being suspended due to inactivity may be subject to a reactivation fee.
nexVortex reserves the right to suspend or discontinue providing Services in its sole discretion. If nexVortex discontinues providing the Service generally, or terminates Customer’s Service in its discretion without a stated reason, Customer will only be responsible for charges accrued through the date of termination. nexVortex will provide customer a minimum of ninety (90) days notice if a service is to be discontinued.
14.0 PROHIBITION ON RESALE
Services are being provided to Customer as an end user unless specifically noted under a wholesale services agreement. Customer may not resell or transfer the service to any other person or party for any purpose, without prior written permission from nexVortex. Resale of the service without permission including sharing a service plan with one or more separate third party users will result in the immediate suspension of service to the customer. If interested in reselling nexVortex’s Service, the Customer should contact our sales team at [email protected]
15.0 COPYRIGHT, TRADEMARKS, UNAUTHORIZED USAGE OF FIRMWARE OR SOFTWARE
The Services and any software used to provide the Services, or provided to Customer in conjunction with providing the Services, and all Services, information, documents, and materials on nexVortex’s website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively Marks) of nexVortex are and shall remain the exclusive property of nexVortex and nothing in this Agreement shall grant Customer the right or license to use any of such Marks. Customer acknowledges that Customer has not been granted any license to use the firmware or software used to provide the Services or provided to Customer in along with providing the Services
Customer acknowledges and understands that nexVortex Services utilize, 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 and should be considered insecure. nexVortex 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 nexVortex employees, subcontractors, and agents may view Company’s data and call information in order to resolve specific errors discovered with nexVortex’s Services or third party service providers.
17.0 SERVICE OUTAGES
Customer acknowledges and understands that nexVortex Services rely on existing Customer infrastructure (not provided by nexVortex) and are dependent on high-speed, quality broadband access to each Customer’s location. Service outages may occur that are outside of the control of nexVortex. 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, nexVortex’s components or PSTN (Public Switch Telephone Network). Should such an outage occur, nexVortex Services may be unavailable, in part or entirely, until such time that the outage is resolved and access connectivity is restored. Non-Usage charges will continue to be accrued during outage periods until Customer or nexVortex terminate the Service in accordance with this Agreement. Service credits for outage can be applied if there is a violation of nexVortex SLA as noted under Section 8.0 of this agreement.
nexVortex may perform scheduled or emergency maintenance (including temporary suspension of Services as necessary) to maintain or modify its Services. nexVortex will make best effort to provide the Customer with notice of when this scheduled or emergency maintenance will occur.
18.0 GENERAL CONDITIONS
18.1 nexVortex’s primary methods of communication with Customer are via electronic mail (email) and the nexVortex web site at www.nexvortex.com. Notices to Customer shall be sent to the email address specified by Customer at the time of registration for the Services or as subsequently updated by Customer. Customer is responsible for notifying nexVortex 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, including time sensitive information, about the Services, billing, changes to the Services and other information. 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. nexVortex may also post notices as set forth previously and such posting on the nexVortex website or in customer portal will also constitute notice to the Customer.
18.2 This Agreement and the rates and services outlined on Customer Service Order Agreement will constitute the entire agreement between Customer and nexVortex and govern Customer’s use of the Services, superseding any prior agreements between Customer and nexVortex and any and all prior or contemporaneous statements, understandings, writings, commitments or representations concerning its subject matter.
nV50, nV100, and month to month small business service plans can be ordered online without a Customer Service Order Agreement. Customers using a Small Business service plan can find pricing and usage rate information online at www.nexvortex.com/pdf_files/smallbusinesspricingguide.pdf.
18.3 nexVortex will honor the prices listed in Customer Service Order Agreement for the duration of the term agreement. International Rates can change without notice due to conditions of upstream providers or specific conditions that can arise in a given region or country. nexVortex may change the rates on month to month service plans including the nV50 and nV100 from time to time. Notices will be considered given and effective on the earliest date of when the Customer is notified by email or the notice is posted in the nexVortex web portal. Such changes will become binding on Customer, on the date mailed and/or posted to nexVortex website and no further notice by nexVortex is required.
18.4 All Recitals, Exhibits, and Appendices to this Agreement are fully incorporated in this Agreement.
18.5 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 hereof, or any right of such party thereafter to enforce it.
18.6 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.
18.7 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.
18.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia.
18.9 Customer acknowledges that a breach of this Agreement will cause irreparable damage and hereby agrees that nexVortex shall be entitled to seek injunctive relief. 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.
18.10 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.
18.11 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.
19.0 LIMITATION OF LIABILITIES AND INDEMNIFICATION
19.1 Customer acknowledges and understands that nexVortex’s 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 nexVortex, 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’s fees and costs incurred or suffered by nexVortex) 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 subject to any limitations under the laws of the Commonwealth of Virginia. This paragraph shall survive termination of this Agreement.
19.2 nexVortex 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 nexVortex 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 majeure 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 nexVortex’s Services or caused by the loss of power to Customer; outage of Customer’s Internet Service Provider 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 nexVortex’s control.
19.3 nexVortex’s aggregate liability for (i) any Service outage or degradation in Services; (ii) any claim with respect to nexVortex’s performance or nonperformance hereunder or (iii) any failure or mistake, or (iv) any nexVortex Party’s act or omission in connection with the subject matter hereof shall in no event exceed Service charges with respect to the affected time period.
19.4 In no event shall nexVortex, 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 nexVortex was informed of the likelihood of any particular type of damages.
19.5 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. Customer 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. nexVortex reserves the right to terminate or suspend affected Services, and/or remove Customer or Users’ content from the Services, if nexVortex determines that such use or content does not conform with the requirements set forth in this Agreement or interferes with nexVortex’s ability to provide Services to Customer or others or receives notice from anyone that Customer’s or Users’ use or Content may violate any laws or regulations. nexVortex’s actions or inaction under this Section shall not constitute review or approval of Customer’s or Users’ use or Content. Customer will indemnify and hold harmless nexVortex 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.
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. Any arbitration will take place in the state of Virginia. 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.
21.0 NO WARRANTIES ON SERVICES
nexVortex makes no warranty or guarantee, express or implied, including but not limited to any implied warranties of merchantability, satisfactory quality, fitness of the service for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance or any warranty that the service will meet Customer’s requirements. Without limiting the foregoing, nexVortex does not warrant that the service will be without failure, delay, interruption, and error, degradation of voice quality or loss of content, data or information. In no event shall nexVortex, its officers, directors, employees, affiliates or agents or any other service provider or vendor who furnishes services or products to customer in connection with this agreement or the Services be liable for any unauthorized access to nexVortex or Customer’s transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, Customer’s data files, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of nexVortex’s or its service provider’s or vendors’ negligence. Statements and descriptions concerning the service, if any, by nexVortex or nexVortex’s agents or resellers are informational and are not given as a warranty of any kind.
1.0 PRODUCT AND SERVICES
The following services are made available for use pursuant to the terms covered under this agreemenVoice over IP (VoIP) SIP Trunking Services – Origination
- Voice over IP (VoIP) SIP Trunking Services – Termination
- Voice over IP (VoIP) SIP Trunking Services – Toll Free Origination
- Managed SIP Trunking Services (mSIP)
- Audio Conferencing Services
- Hosted Voice over IP (Hosted Voice)
- Hosted Contact Center (cloudQ)
- Performance Monitoring Services
- nexVortex Branded IP Circuits and MPLS Direct Connect
- EasyPath SIP to PRI
2.0 SERVICE LIMITATIONS AND SPECIAL CONSIDERATIONS
Due to fraud and other factors, some international or premium Public Switch Telephone Network (PSTN) destinations may be blocked. The list of blocked PSTN terminations may be updated from time to time by nexVortex at its sole discretion and can change without notice. Customer may obtain a current list of blocked destinations by submitting a request through electronic mail to nexVortex at [email protected]
EXHIBIT B – PRICING
Pricing for Services provided can be found on the Customer Service Order Agreement. nV50 and nV100 Small Business Plan pricing can be found online at www.nexvortex.com/pdf_files/smallbusinesspricingguide.pdf . Optional Feature pricing for all service plans can be found on the nexVortex website at https://www.nexvortex.com/pdf_files/nV_OptionalAccessoriesWEB_1_2014.pdf . International rates are located in Customer’s nexVortex web portal.
1.1 Enterprise, nV250, nV1000 USAGE OVERAGE RATES
Service Plan overage rates are outlined in the customer’s Service Order Agreement. Enterprise Plan, nV250, and nV1000 overage rates are listed in the aforementioned table. All rates are per minute rates.
|10k Toll Free Bundle||N/A||N/A||$0.020||N/A|
|25k Toll Free Bundle||N/A||N/A||$0.020||N/A|
|50k Toll Free Bundle||N/A||N/A||$0.019||N/A|
|2k Conference Bundle||N/A||N/A||N/A||$0.06|
|5k Conference Bundle||N/A||N/A||N/A||$0.05|
|10k Conference Bundle||N/A||N/A||N/A||$0.05|
|20k Conference Bundle||N/A||N/A||N/A||$0.05|
“Outbound” refers to outbound calling within continental US 48 states and Canada. “Toll Free” refers to toll free calls originating from continental US 48 states and Canada. “Conferencing Inbound Toll Free” refers to toll free calls originating from continental US 48 states.
Custom Plans will have overage rates as laid forth in their respective Customer Service Order Agreement.
1.2 TOLL FREE RATES – ORIGINATION
Toll Free usage is billed at the rates listed in Customer Service Order Agreement. Unless listed specifically in your Customer Service Order Agreement your Toll Free rate is billed at $0.035 per minute. nV50 and nV100 service plans have a Toll Free rate of $0.035 per minute. Toll free traffic originating from outside the continental US 48 states and Canada are subject to regional or international rates. For these locations the following rates will apply:
Originations Rate per Minute
Virgin Islands $0.061
Northern Mariana Islands $0.75
Puerto Rico $0.061
Dominican Republic $0.606
Trinidad & Tobago $0.606
Saint Kitts & Nevis $0.406
1.3 INTERNATIONAL RATES – TERMINATION
International Rates are determined by the country Customer is calling. International rates within country called vary and are subject to change. International rates can be found online in nexVortex customer portal.
1.4 INTERNATIONAL RATES – DID ORIGINATION
Customers using nexVortex International DIDs have a standard inbound origination rate of $0.04 per minute plus monthly recurring charges for the International DID.
1.5 HOSTED VOICE CONFERENCING & RATES
Hosted Voice Services include 3-way conference calling and the ability to set up conference calls using the Hosted Voice Service. Hosted Voice Conference Call Bridges are provisioned for up to a maximum of 5 participants per bridge. Customers who are interested in hosting larger conference calls can request a nexVortex Conference Connect Bridge. nexVortex Conference Connect Bridges can host 35 participants or more on each conference call. Conference Connect Bridges have a standard metered conferencing rate of $0.08 per minute per person on each conference call. Plans including conferencing minute bundles will have included conferencing service outlined on the Customer Service Order Agreement. Plans including conferencing minute bundles will have conferencing overage rates as outlined above under Exhibit B Section 1.1.
1.7 DISASTER RECOVERY FORWARDING RATES
Customers forwarding calls through nexVortex disaster recovery forwarding module are subject to both inbound and outbound rates as defined in their service plan.
1.8 cloudQ℠ CONTACT CENTER
A minimum of five (5) cloudQ℠ Contact Center seats are required to order service unless combined with nexVortex Hosted Voice seats. nexVortex Hosted Voice customers can add cloudQ℠ Hosted Contact Center seats by ordering a minimum of two(2) seats. Fifteen (15) day notice is required to add cloudQ℠ Contact Center seats. nexVortex will allow Customer to subtract cloudQ℠ Contact Center seats as long as the minimum requirements are met and no fewer than 75% of the peak amount of cloudQ℠ Contact Center seats ordered are kept in service. cloudQ℠ Contact Center Seats with nexVortex Phone Rentals “can not” be reduced during the term period. Seat reductions submitted after the 1st day of a calendar month will be recorded and implemented for the next billing cycle which will begin on the 1st day of the next calendar month. cloudQ℠ Contact Center seats subtracted below 75% of peak use or below the minimum amount required for service will be billed at the rates listed in your Customer Service Order Agreement.
Every physical address where cloudQ℠ is deployed will require an E911 registration. It is the Customer’s responsibility to update nexVortex with these E911 locations. Standard E911 location fees apply for additional emergency locations. Three (3) hours of professional service is provided with new cloudQ℠ Contact Center deployments. Additional cloudQ℠ professional services can be ordered in 1 hour blocks with pricing at $195 per hour.
1.9 HOSTED VOICE SERVICE
nexVortex Hosted Voice service requires a minimum of three (3) seats at all time. Fifteen (15) day notice is required to add new Hosted Voice seats. nexVortex will allow Customer to subtract Hosted Voice seats as long as the minimum requirements are met and no fewer than 75% of the peak amount of Hosted Voice seats ordered are kept in service. Hosted Seats with nexVortex Phone Rentals “can not” be reduced during the term period. Seat reductions submitted after the 1st day of a calendar month will be recorded and implemented for the next billing cycle which will begin on the 1st day of the next calendar month. Hosted Voice seats subtracted below 75% of peak use or below the minimum amount required for service will be billed at the rates listed in your Customer Service Order Agreement.
Every physical address where Hosted Voice is deployed will require an E911 registration. It is the Customer’s responsibility to update nexVortex with these E911 locations. Standard E911 location fees apply for additional emergency locations.
1.10 HOSTED VOICE & cloudQ℠ CALL RECORDING
Certain nexVortex Hosted Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. nexVortex expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify nexVortex from and against any damages or liabilities of any kind related to your recording of any telephone conversations using these services.
Each cloudQ℠ Contact Center seat or Hosted Voice seat includes 1GB of storage. Additional 10GB blocks can be ordered at a rate of $10 per month. nexVortex will store call recordings for up to sixty (60) days before deleting them. Customer can arrange on their own to export these recordings via FTP prior to them being deleted.
1.11 PHONE HARDWARE
nexVortex Phone Rentals and New Phone Hardware is pre-configured by nexVortex. You may not change the electronic serial number or equipment identifier of your Device or perform a factory resetting of your devices without first getting written authorization from nexVortex. Customer understands and accepts that they are not to make their own changes to these phones while using nexVortex service. Customer made configuration changes to these devices can cause service to become disabled. A minimum of two (2) Hours of Professional Service at a rate of $195 per hour will be charged for reconfiguring devices that have been tampered by customer.
Any phones purchased through nexVortex are the property of the customer. There is a limited one (1) year warranty on phones. Damage caused to phones outside of manufactures defect is responsibility of customer which includes power surges, theft, water damage or damage due to improperly securing phones.
Customer can order phone rental hardware from nexVortex with an approved credit application on 3 year term service agreements. No more than one (1) phone rental per individual seat can be rented. Customers who wish to add more phones to a seat are required to purchase them or have existing ones reprovisioned. Customer understands rental hardware is the property of nexVortex and will be returned to nexVortex upon termination of service relationship. Damage caused to rental hardware outside of manufactures defect is responsibility of customer. This includes power surges, theft, water damage or damage due to improperly securing hardware. Rental hardware damaged by customer will be billed at current purchase price of a new phone.
Any phones returned to nexVortex are to be sent back in their original manufacturer’s box. Customer understands and accepts there will be a charge of $9 per phone returned without its original manufacturer’s box.
Phones returned to nexVortex after the completion of customer’s term agreement must be in fully functional working condition and include nexVortex power jacks and cables. The full cost of new equipment will be charged to customer for damaged phones, missing cables, and missing or broken power jacks.
1.12 PHONE REPROVISIONING FOR HOSTED VOICE
nexVortex provides no warranties to customers using previously purchased phones from other sources beyond nexVortex that have been reprovisioned on nexVortex Hosted Voice service. There are many variables such as phone firmware versions that are introduced with phone hardware that is not provided from nexVortex.
Upon request nexVortex can provide a list of phone manufactures and models that can be reprovisioned on nexVortex Hosted Voice platform. It is the customers responsibility to ensure any reprovisioned phones are set to the correct firmware nexVortex supports. Non-compliant phone firmware can affect the hosted voice users experience which may not be correctable by nexVortex technical support. nexVortex charges a one time fee of $20 for existing phones reprovisioned to nexVortex Hosted Voice service unless otherwise noted on Customer’s Service Order Agreement.
1.13 mSIP & EASYPATH HARDWARE
Rental routers and rental gateways from nexVortex are considered Managed. Customer understands and accepts these devices are locked and not accessible to them to make their own changes. All changes to rental routers and rental gateways are to be made by nexVortex. Customers who attempt to access, override, or tamper with nexVortex managed routers and gateways will be considered in violation of this agreement and can be charged a professional services fee to reconfigure the rental equipment. Customers who request reconfiguration of mSIP or EasyPath Rental Hardware which includes a change in their LAN environment or an office move will be charged a minimum of two (2) Hours of Professional Service at a rate of $195 per hour per device to be reconfigured. nexVortex requires a minimum of five (5) days notice for professional services engagements.
Customer understands nVFAX is offered as a monthly service. Each nVFAX account includes 1 email address to send and receive faxes. Additional email addresses in blocks of five (5) can added to the monthly nVFAX subscription. nVFax line reductions submitted after the 1st day of a calendar month will be recorded and implemented for the next billing cycle which will begin on the 1st day of the following calendar month
nVFAX gateways that are purchased come with a 1 year warranty. Defects or issues with gateway outside of 1 year (12 months) is customers responsibility. This includes power surges, theft, water damage or damage due to improperly securing hardware.
Customer is responsible for shipping charges of purchased nexVortex equipment and rental equipment. Shipping charges vary by the location and priority of the shipment. By default nexVortex uses standard ground delivery which typically takes 3 to 5 business days from the time a shipment is made to locations within the Continental US 48 States. Please note we do not ship to USPS PO Box addresses and freight forwarder addresses. We are also not able to process COD, hand carry, or will call orders.
2.0 SIP SERVICE PLAN CHANGES
Customers may change their nV50 and nV100 small business service plans if they are on a month to month term for an upcoming month of service by submitting a request through electronic mail to [email protected] or selecting the plan change option in their web portal. Plan changes submitted after the 1st day of a calendar month will be recorded and implemented for the next billing cycle which will begin on the 1st day of the following calendar month. nV50 and nV100 customers on 1, 2 or 3 year term agreements may not downgrade their service plans during the term of their agreement.
SIP Trunking, mSIP(Managed SIP), EasyPath, Hosted Voice, and Hosted CloudQ are offered on term agreements of 1, 2 or 3 years. Customer understands they are committing to a service plan for the duration of their term agreement. Customers under a term agreement can increase “service minute bundles” for an upcoming month of service by submitting a request through electronic mail to [email protected] or selecting a plan change option in their web portal no later than 7 days before new month of service begins. Ordered “minute bundles” can be decreased for an upcoming months service with notice by electronic mail no later than 7 days before new month of service begins.
Customers can add new DID or Toll Free numbers to their account. Existing numbers that have been verified as portable can also be added to service plans. Prices for adding additional numbers are listed in the nexVortex Optional Features Brochure https://www.nexvortex.com/pdf_files/nV_OptionalAccessoriesWEB_1_2014.pdf
2.1 INTERNET & MPLS CIRCUIT CHANGES
Service will be provisioned according to the location information and technical specifications detailed on the Customer Service Order Agreement. Changes and modifications to this information must be submitted in writing to [email protected] referencing your nexVortex provided Account Number. Each change will incur a $500 Design Change Fee per location along with any additional loop or port charges incurred for new location.
1.0 EMERGENCY SERVICES – 911 / E911 DIALING
Customer acknowledges and agrees that nexVortex’s equipment and services do not support E911/911 emergency dialing or other emergency functions in the same way that the traditional public switched telephone network or wireline 911 services work. The differences are detailed in this section and Customer agrees to notify any potential user of the services, who may place calls using Customer’s services, of the E911/911 limitations described herein. Customer agrees to respond and affirmatively acknowledge that nexVortex has advised customer of the circumstances under which nexVortex E911 service may not be available or may be limited in comparison to traditional E911/911 emergency dialing. nexVortex advises Customer to maintain an alternative means of accessing traditional 911 services.
1.1 In accordance with FCC regulations for Interconnected Voice over IP service providers, nexVortex provides access to emergency services via 911/E911 dialing to all its customers based in the United States of America. Customer understands and acknowledges that nexVortex does not provide access to emergency services outside of the USA. There are important differences to the 911/E911 service provided by nexVortex as compared to that provided by traditional wire-line service providers. Description and acknowledgement of this service is provided in Exhibit C. As part of setting up Customer account, the Customer is responsible for providing physical address information for each emergency location. THIS INFORMATION MUST BE PROVIDED IN ORDER FOR 911 EMERGENCY CALLS TO BE DELIVERED TO A LOCAL PUBLIC SERVICE OFFICE. If the Customer fails to configure the 911 information, 911 emergency calls will be routed to a national center. 911 emergency calls that are routed to the national center because the Customer failed to provide address information will be subject to a per call surcharge of $100.
1.2 When the Customer dials 911, Customer’s telephone number and registered address are simultaneously sent to the local emergency center assigned to Customer’s location. In this case emergency operators have access to the information they need to send help and to call the Customer back if necessary. At some locations the emergency center is not equipped to receive a Customer telephone number and address. With this basic 911 the local emergency operator requests a Customer call back number or the Customer’s exact location. Until the Customer gives the operator his or her Customer phone number, the emergency center operator may not be able to call the Customer back nor to dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if the Customer is unable to speak. Some locations do not have access to either basic 911 or E911. If the Customer doesn’t have access to basic 911 or E911 the Customer’s 911 call will be sent to an emergency call center that will ask for the name, telephone number and location of the Customer calling 911, and then contact the local emergency center for such Customer in order to send help. Customer authorizes us to disclose Customer’s name and address to third-parties involved with providing 911 dialing to Customer, including, without limitation, call routers, call centers , and local emergency centers.
2.0 CUSTOMER 911 ACKNOWLEDGEMENT
Customer acknowledges that nexVortex’s E911/911 service has certain characteristics that make it different from traditional, legacy, public switched telephone network E911/911 service. These characteristics may make nexVortex’s E911 services unsuitable for some customers. Customer should carefully evaluate their own circumstances when deciding whether to rely solely upon nexVortex’s E911/911 service. Customer acknowledges and understands that it is Customer’s responsibility to determine the technology or combination of technologies best suited to meet Customer’s emergency calling needs, and to make the necessary provisions for access to emergency calling services (such as maintaining a conventional public switched telephone network landline phone or wireless phone as a backup means of completing emergency calls).
2.1 The following characteristics distinguish nexVortex’s E911 service from traditional, legacy, public switched telephone network E911/911 service:
- nexVortex’ E911 service will not function if customer phone, private branch exchange, voice gateway, and/or internet connection devices fail or are not configured correctly or if Customer’s nexVortex service is not functioning for any reason, including, but not limited to, electrical power outage, broadband service outage, third party or nexVortex equipment outage, service outage for any reason or suspension or disconnection of service because of billing or other issues. If there is a power outage, customer may be required to reset or reconfigure the equipment before being able to use the nexVortex service, including for E911 purposes.
After initial activation of the E911 service, and following any change of and update to Customer’s physical location, there may be some delay before the automatic number and location information can be passed to the local emergency service operator. Customer acknowledges and understands no guarantee can be made that the automatic number and location information will be activated within a set schedule.
- E911 dialing does not function if Customer changes their phone number or if Customer adds or ports new phone numbers to their account, unless and until Customer successfully registers Customer location of use for each changed, newly added or newly ported phone number.
- The local emergency service operator receiving nexVortex E911 emergency service calls may not have a system configured for E911 services or be able to capture and/or retain automatic number or location information. This means that the operator may not know the phone number or physical location of the person who is making the nexVortex E911 call. Due to technical factors in network design, and in the event of network congestion on the nexVortex network, there is a possibility that a nexVortex 911 call will produce a busy signal or will experience unexpected answering wait times and/or take longer to answer than 911 calls placed via traditional, legacy, circuit-switched telephone networks.
- If customer does not correctly identify the actual location where the Telephone Equipment is or will be located at the time of activation of the service, nexVortex E911 communications may not be directed to the correct local emergency operator.
- Customer acknowledges and understands that nexVortex does not have any control over whether, or the manner in which, calls using our 911 dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. nexVortex uses third parties to assist us in routing 911 dialing calls to local emergency response centers and to an emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither nexVortex 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 our 911 dialing service. Customer acknowledges and understands that nexVortex will not be liable for any service outage and/or inability to dial 911 or any other emergency telephone number using nexVortex or to access an emergency service operator due to the 911 dialing characteristics and limitations set forth in this agreement.
3.0 NON-VOICE SYSTEMS
Customer acknowledges that the E911/911 services are not set up to function with dialing systems including security systems, medical monitoring equipment or TTY equipment. Customer has no claim against nexVortex for interruption or disruption of such systems by Services.
4.0 E911/911 IS MANDATORY
E911/911 service is a mandatory component of all nexVortex inbound/outbound voice service plans. E911/911 service is not offered on Toll Free numbers, conferencing or similar service accessories or add-on plans. E911/911 service is only available in selected areas. Customers who subscribe to nexVortex E911/911 service will be required to register the physical location of their equipment with nexVortex, via the nexVortex website at www.nexvortex.com or by calling customer service. Customer agrees to update the location whenever the physical location of service changes. Customer acknowledges that nexVortex’s only mechanism for routing 911 calls to the correct emergency call taker is the physical location currently registered for the account. Customer acknowledges and understands that any enhanced location information passed to an emergency operator by nexVortex will be based upon the physical location provided to nexVortex by Customer. In the event that the physical location has not been updated, is in error or is not complete, nexVortex will attempt to route a 911 call to an emergency call center to complete the call. At the sole discretion of nexVortex an additional charge will be made for 911 calls terminating at the emergency call center. Should a call to 911 fail (i.e. not contain pertinent information for emergency response) because of a customer configuration issue, nexVortex reserves the right to charge an unprovisioned 911 call fee of $100.
5.0 GEOGRAPHICALLY DISTRIBUTED USERS
Customer acknowledges and understands that it is the customer’s sole responsibility to ensure that E911/911 location and call-back number information is entered and maintained for each geographically distributed location or remote end user using nexVortex services within Customer’s account or in accordance with their state regulations.
6.0 MONTHLY E911 SERVICE CHARGE
Customers required to subscribe to nexVortex’s E911 service will be subject to a monthly E911 service charge as well as any Federal, State or local surcharges levied for E911. The monthly E911 service fee shall be in addition to the applicable charges for Services. The monthly charge for nexVortex E911 service is assessed on a per 911 location database entry basis and will be set at a level that reimburses nexVortex for the direct costs it incurs in providing E911 service, including expenses nexVortex incurs, either directly or indirectly. nexVortex reserves the right to adjust the level of charges associated with E911 services to reflect increases or decreases in the costs it incurs.