Terms and Conditions

TELESPHERE SOLUTIONS HELP DESK  SUPPORT AND REPAIR AGREEMENT TERMS AND CONDITIONS

AGREEMENTS In consideration of the mutual covenants set forth in this Agreement, Customer and Technicians hereby agree as follows:

1.Scope of Services.

Technicians shall provide to Customer the repair and consultation services described in the customer support ticket entered via the online Telesphere Solutionshelp desk ticketing system.  The support ticket will be entered directly by the customer or in the case of phone support it will be entered on behalf of the customer by the attending technician or representative.

1.1 Limitation of Services.

Technicians shall not be responsible for the following:

1) Damaged, corrupted or inaccessible data or files, or other damage or liability resultant from or arising out of the repairs or services provided to customer by Technicians.

2) Ability or inability to use any hardware or related equipment, network or network resource or connectivity.

3) Ability or inability to use any third-party service or software.

4) Compatibility issues with other software, hardware or related services resultant from work performed by Technicians.

5) Loss of productivity, wages, income or any monetary damage resultant from or the proximate cause of work performed by Technicians.

6) Liaising with any billing and/or accounting on matters related to payment for software, licenses, Services, or other items provided by or acquired for Customer by Technicians.

7) Monitoring of any kind of any operating systems, applications, services or software, upgrades, patches, fixes or any other ongoing maintenance or obligation between the Technicians and Customer.

8) Fixing errors and omissions contained in any third-party resource outside of the direct control of Technicians, unless otherwise specified.

9) Failures due to any network problem or failing devices at the customer site.

10) Failures due to anytelephony or Internet Carrier problems or outages.

2. Compensation. For all of Technicians’ Services under this Agreement, Customer shall compensate Technicians at the time of the service unless a pre-pay charged was previously made prior the visit. In case a particular job or service takes more time than the initially Pre-Paid charge, customer is obligated to pay the additional hours at the time of the visit.  In the event Customer fails to make any of the payments referenced, Telesphere Solutions has the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all Repairs and Services, (3) Remove Requested Equipment or Revert any repair or services delivered,  (4) bring legal action.

3. Mutual Confidentiality. Customer and Technicians acknowledge and agree that all information passed directly or indirectly between Technicians and Customer, including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respective owner (the “Owning Party”) and will be held in strict confidence. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue. Notwithstanding the above, Technicians are under no obligation or confidentiality when confronted by information of a criminal nature.

4. Limited Warranty and Limitation on Damages. Customer waives any warranty, express or implied, for the Services and Repairs performed under this Agreement. Customer acknowledges that Technicians are not responsible for the results obtained by Customer when using any Services or Work Product produced by Technicians. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Technicians as set forth in Exhibit A attached hereto. No action, regardless of form, arising out of the Services rendered or Work Product, under the Agreement, may be brought by either party more than one year after the cause of action has occurred. In no event shall Technicians be held liable for consequential damages.

5. Equipment. Customer agrees to make available to Technicians, for Technicians’ use in performing the Services required by this Agreement, such items of hardware and software as Customer and Technicians may agree are reasonably necessary for such purpose.

6. Expenses. Technicians will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, without the express written approval of Customer.

7.0 General Provisions.

7.1 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties relating to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

7.2 Good Faith. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

7.3 No Right to Assign. Technicians have no right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of Customer, which consent can be withheld for any reason. Customer may freely assign Customer’s rights and obligations under this Agreement.

7.4 Payments. In the event Customer fails to make any of the payments related to the help desk subscription Technicians have the right to withhold Services, remove Work Product from Customer-owned resources, or seek legal remedy until payment is made in full, plus accrued late charges of 1 ½% per month.

7.5 Indemnification. Customer warrants that everything Customer gives Technicians in the execution or performance of Services, or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Technicians harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, any and all demands, liabilities, losses, costs, and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, or copyright infringement.

7.6 No Responsibility for Theft. Technicians have no responsibility for any third party taking all or any part of the Services or Work Product, results of Services or Work Performed, or the improper use by any third party of any Services or Work Product produced by Technicians.

7.8 Right to Make Derivative Works. Technicians have the exclusive rights in making any derivative works of any Services, Methodology, or Work Product.

All parties represent and warrant that, on submitting a help desk support ticket, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by the submission of the support ticket.

Telesphere Solutions / Cloud2Talk Communications Division

Terms and Conditions

Last Updated: June, 2018

Cloud2Talk’s Terms and Conditions have been updated on June, 2018. These changes will be effective on June, 2018.

These Terms and Conditions, including the Order(s) and any applicable Service Attachments, which by this reference are incorporated herein (“Agreement”), are a binding agreement between Cloud2Talk LLC, a Florida corporation, a subsidiary company of Telesphere Solutions Inc. with its primary office at 3001 W Hallandale Beach Blvd. Suite 310. Pembroke Park, FL. 33009 (“Provider”), and the legal entity identified in the Order (“Customer”).

These Terms and Conditions (“Agreement”) which refers to Cloud2Talk’s Terms and Conditions is entered, by and between: Telesphere Solutions / Cloud2Talk (“Provider”) and the (“Customer”).

Cloud2Talk LLC And the “Customer” acknowledge that This Agreement is binding upon execution of the named Parties as of the last date agreed by the Parties (“Effective Date”).

Customer agrees to this Master Service Agreement upon an approval of a quote and/or any existing service. This Agreement applies to any new or existing customer and supersedes any agreement before June, 2018; this Agreement applies to all any new or existing customers, unless a specific Addendum is agreed upon and signed by both the Provider and the Customer.

Cloud2Talk provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement and on the condition that customer accepts and complies with this Agreement. Signing this Agreement by manual signature or e-signature (electronically), Customer (a) accepts this agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrant that: (i) its representative is 18 years of age or of legal age to enter into a binding agreement; and (ii) has the right, power, and authority to enter into this agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these terms. If Customer does not agree to the terms of this agreement, neither Customer nor its End Users may not download, install, or use the services or equipment.

DESCRIPTION OF SERVICES:

Cloud2Talk provides different telecommunication services including, but not limited to cloud-based unified communication services, voice, data and video conferencing related technology, on-premises IP PBX, SIP Trunks, online collaboration meeting, text platforms, virtual call operators, contact center enterprise platforms and related technology services.

REQUESTING SERVICES:

Customer may request Cloud2Talk Services by submitting an Order in the format provided by Cloud2Talk and submitting electronically on the Cloud2Talk website or, for subsequent Orders, via approved quote or signed physical agreement, or via Purchased order. The Order will identify the Services requested by Customer including Pricing for Services and products leased, licensed or sold to Customer, if any. An Order will become binding when it is executed by the Customer and accepted by Cloud2Talk. Cloud2Talk will pass the order to the regulatory internal approval process and begin the requested Services. The Services will begin on the Start Date. Customer may purchase additional Services, software, and equipment through Orders via any of Cloud2Talk authorized forms.

PRICING AND PAYMENT CONDITIONS:

Prepaid service is required. Recurring Payments should be made on the 1st day of every month. Prorated rates may apply during the first billing or when necessary according to customer’s new requests or changes in their service.

Different Fees apply for customized configurations; prices and promotions are subject to change without notice.

All prices are in US dollars. Additional charges may result if Customer purchases additional services, activates other features, exceeds usage thresholds, or equipment. Customer will be liable for all charges resulting from use of the Services or equipment requested.

Recurring charges for the Services begin on the Start Effective Date, and will continue for the Term of the agreement. Recurring charges will, once incurred, remain in effect for the then-current Term. Cloud2Talk 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. Administrative fees that Cloud2Talk is entitled to pass on to its customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days’ written notice.

Prepaid Service Fee / Month Deposit:

Cloud2Talk provides an automated prepaid billing method; therefore the prepaid monthly service fee amount covers either customer’s last invoice or service continuity in case payment method process fails. This deposit provides 10 extra days to let the customer resolve the payment issue and only applies to avoid service interruption during the resolving period. Customer is liable to pay the regular monthly fee.

The deposit month fee may be reassessed and recalculated if new services are added to an existing Customer’s account.

Credit Card Payments:

When utilizing a credit/debit card to purchase services or equipment. Customer is expressly authorizing all services and equipment charges and fees to be charged to such payment card. Under the Authorization Form, recurring charges are billed to the credit or debit card associated with customer account. Credit Card Payments may incur in additional fees.

 In case of credit card chargeback or similar fees for refused or rejected payments Customer is responsible for any fees that Cloud2Talk is entitled to charge under this Agreement.

Declined Transactions:

Cloud2Talk will send Customer a notice using the contact information associated with the customer’s account. Cloud2Talk may continue to attempt charging Customer’s credit card for outstanding charges and additional fees along with any other rights and remedies available to Cloud2talk under this Agreement, at law or in equity. Credit and debit card payments are subject to the approval of the card issuer, and Cloud2Talk will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason.

SERVICES TERM AND AUTOMATIC RENEWAL:

Service Terms can be on a month to month basis or yearly basis.

Service will start on the Effective Date or date of execution of the initial rder and continue until the last Order is cancelled, expired or terminated according to agreement terms.

The Services Term will begin when an initial order is approved and submitted into Cloud2Talk order process system on the Start Date of the initial Order and continue according to agreement term. Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless the Customer gives notice of non-renewal according to renewal terms before the expiration of the Initial Term or the then-current Renewal Term. The term of any recurring Services added to the Account after the initial Order is submitted will start on the Start Date of the subsequent Order, will run coextensive with the then-current Term of any pre-existing Services, and will be billed on the same billing cycles as the pre-existing Services.

Service Fees for any additional Subscription Services added during a calendar month shall be pro-rated based on the number of days billed during that month.

Reactivation Fee:

Cloud2Talk may charge Customer a fee in order to reactivate Customer’s account following Customer’s termination of Services or Cloud2Talk’s termination or suspension of Services due to Customer’s breach.

Promotions:

From time to time, Cloud2Talk may offer promotional rates or discounts for Services. Any promotion or discount codes must be provided to Cloud2Talk at the time Services are ordered. Promotions and discounts may not be used cumulatively or applied retroactively, and may be changed or discontinued by Cloud2Talk at any time in its sole discretion. In no event shall promotional pricing be guaranteed for a term longer than the term for which Customer has ordered the Services. Any promotional shipping rates provided in a Service Order shall only apply to the units of Equipment ordered in that Service Order.

PAYMENTS:

Each month, Cloud2Talk will send each Customer an electronic invoice, which will include all applicable charges billed one month in advance. CUSTOMER AGREES TO PAY THE TOTAL AMOUNT OF EACH INVOICE BY THE DUE DATE SHOWN IN EACH INVOICE.

Payments should be made to Telesphere Solutions Inc. before the 1st day of every month to avoid late fee charges and/or service interruption.

In the event the Customer fails to make any of the payments referenced, Cloud2Talk has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all Repairs and Services, (3) Remove Requested Equipment or Revert any repair or services delivered, (4) bring legal action.

In the event of any payment dispute as to any portion of the billing statement will not excuse Customer’s obligation to timely pay the undisputed portion of the billing statement. Upon resolution, Customer must pay any unpaid amounts within thirty (30) days.

Cloud2Talk is a subsidiary company of Telesphere Solutions Inc.  Charges may appear as Telesphere Solutions Inc.

Payments for Equipment:

Any payment transaction that conveys equipment or a fee for installation must be paid fully before the previously set Installation Date; an Installation Date may vary if the payment has not been received. Installation delays may occur due to third parties or natural disasters; in case the installation defers from the original timeline by any delays such as: the Customer not being present at the site where the installation will take place, Internet installation delays, wiring/cabling job not completed.

TAXES:

Taxes, universal service, access fees, or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority, without any notice.

All fees, rates, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. If any withholding tax is levied on the payments, then Customer must increase the sums paid to Cloud2Talk so that the amount received by Cloud2Talk after the withholding tax is deducted is the full amount Cloud2Talk would have received if no withholding or deduction had been made.

E911:

E911 is a number required to be configured by federal and state laws in a minimum of one phone per location in case of emergencies. Invoices will contain E911 Regulatory Charges and Fees.

Please note that regulatory & Government fess may change without notice. For more information about this, please visit: https://www.fcc.gov/general/9-1-1-and-e9-1-1-services

Required Federal Communications Commission FCC Warning:

The FCC requires that we inform you of potential limitations to 911 services delivered via Cloud2Talk service with SIP-connect. 911 and/or E911 services will not be available or function if (a) the telephone device to which a particular telephone number has been assigned is moved to a location outside the premises where the telephone device was originally installed (Cloud2Talk does not offer, and Customer’s service does not include, any “nomadic” telephone or data services); (b) there is a loss of electrical power to the telephone and/or to equipment necessary to maintain your broadband connection; or (c) there is an outage, degradation or other disruption to your broadband connection.

The Customer’s signature below to this Agreement will be the Customer’s acknowledgment that Cloud2Talk has advised the Customer of these limitations and therefore, the Customer accepts the services with these limitations.

Cloud2Talk does not interact with 911 and other emergency services in the same manner as landline telephone services. Depending on your location, the type of mobile devices and other equipment you use, the type of equipment used by the public safety access point or other applicable emergency services provider and the circumstances and conditions of a particular call, you may not be connected or your phone number and/or location may not be identifiable to emergency service providers. Emergency 911 services that is compatible with the FCC technical requirements is not available in all areas, and even in those areas where it is available, it is not entirely reliable.

Moreover, if your devices or equipment are not GPS-enabled, emergency services personnel may have much less precise location information.

The information available to emergency service providers may also be limited if Customer’s number or numbers are in the process of being ported. By Customer’s signature below to this contract, Customer acknowledges that

Emergency 911 service is not available in all areas, is not completely reliable and is further limited when using non-GPS enabled devices or equipment or during the number porting process.

If you enable Telephone Services of any kind or nature at Remote Sites, Cloud2Talk will not provision E911 services at such Remote Sites under any circumstances even if we are providing broadband services, analog voice lines, call capacity, SIP trunks, PRI trunks or call credentials. If you enable Telephone Services at Remote Sites and your network design utilizes technology such that a call placed from a Remote Site will appear to come from a Primary Site, E911 services will not work properly from the Remote Sites. Cloud2Talk is available to assist you or your vendor in implementing E911 at Remote Sites, but you agree and understand that (1) Cloud2Talk will only provision E911 services at Primary Sites, and (2) Cloud2Talk will have no responsibility or liability for the implementation of E911 services at Remote Sites because Cloud2Talk does not provide Telephone Services to Remote Sites.

Cloud2Talk is not liable for any injuries, death or loss to any person or for damage, loss or destruction of any property of any person as a result of Cloud2Talk’s act or omission in developing, adopting, implementing, maintaining or operating any Emergency 911 or similar system or in identifying the telephone number, name, address, location or any other information on anyone accessing or trying to use or access the Emergency 911 or similar system.Cloud2Talk is not liable for errors or omissions in any information about you in any published directory. Customer agrees to be solely responsible for ensuring the accuracy of any information in any published directory.

SUPPORT:

Cloud2Talk provides remote support Nationwide and local support is available in the South Florida Area. Support is available during Telesphere Solution’s regular business hours, unless otherwise specified in the final agreement with the customer. Basic Remote Support provided by Cloud2Talk is included with Hosted and Cloud PBX basic plans. Basic Support includes but is not limited to made changes over current system configuration, troubleshooting VoIP or direct IP Phones Issues, answering IP Phones and Cloud2Talk Phone System related questions. Contact Center Systems, customized systems, and/or Customers requiring a different support plan will be agreed on separately on a per case basis and may have additional charges. Customers will be able to leave messages during afterhours with a live agent or an automated system. Requests will be answered according to the case and agreement.

Repairs of IP Phones or Warranties are managed directly by the phone manufacturer; RMA’s will be handled only during the warranty period on equipment sold by Cloud2Talk. Cloud2Talk will diagnose and troubleshoot any issue of the phones. In case of any warranty requirement, Cloud2Talk can act as a liaison between the Customer and the manufacturer. The phone manufacturer determines a potential repair or replacement according to the troubleshooting only during the warranty period.

Cloud2Talk’s phone system may require that Cloud2Talk personnel or third party service providers be admitted to your Service Address. You must provide a safe, non-threatening environment for our technicians to provide service. Service may be denied if the environment is deemed unsafe at our discretion. Some products or equipment may need to be removed from your Service Address to be repaired.

You agree that prior to allowing Cloud2Talk to service any of your equipment, it is your responsibility to back-up the software and data that is stored on your computers, hard disk drive(s), and/or on any other storage devices you may have, and Cloud2Talk shall not be responsible at any time for any loss, alteration, or corruption of any software, data, or files.

 Cloud2Talk shall not be liable in any way for damages arising from any part, equipment, peripheral, software or other product supplied to you by Cloud2Talk. If, during the course of providing our support services, we discover material on your computers, hard disk drive(s), and/or on any other storage devices you may have, that we believe in our reasonable judgment to be in violation of applicable laws or regulations, we may be required by law to inform appropriate legal authorities. Cloud2Talk’s maximum liability to you arising from or related to your use of Cloud2Talk’s services is limited, notwithstanding anything to the contrary in this Agreement, to the value of the services set forth in the applicable Order Term or Quote.

Additional Services or Support:

Cloud2Talk may charge the Customer Professional Service hours for the time in troubleshooting the problems related to either unsupported services, or directly related with the customer’s network equipment environment as routers, switches, firewalls, configurations or additional phone configurations, new system configurations, training, new services, networking cabling or additional professional hours required on a cases basis submitted to approval.

Customer accepts all Terms and Conditions set forth in this Agreement for Support Services. Customer understands and agrees that Long Distance telephone expenses incurred by Cloud2Talk in relation to support calls will be billed separately. Customer also understands and agrees that support time consists of time spent on-site. Remote, and/or on the telephone with Customer, as well as time spent by Cloud2Talk ’s personnel to research solutions including but not limited to telephone calls to third parties.

If any additional service or support is provided to the Customer outside of regular business hours, or specifically indicated by a support contract, the Customer agrees to pay an additional support fee based on hourly rates, unless overwritten by an Addendum or Agreement signed by and agreed upon by both parties.

Reschedule of Services:

Any cancellation or reschedule request made by the Customer must be in the form of a written notice which must be sent 24-hours before the scheduled installation date. After an appointment confirmation has been sent, if any cancellation occurs after the 24-hour time window, Telesphere Solutions may charge additional fees to reschedule.

Refunds:

No partial or full refunds will be made for any unused amount of hours.

VoIP Requirements:

Customer’s service location(s) require(s) a stable Internet connection to provide VoIP services.  VoIP calls quality will depend on customer’s location, Internet stability and quality, as well as network environment.

  • Shut-off or service failure: the services will not function if customer’s service is not available for any reason, including, but not limited to, suspension or cancellation of service for non-payment or other reasons.

  • Equipment failure: the services will not function if customer’s equipment (data, phone, videophone, etc.) fails or is not configured correctly.

 Number Usage and Porting:

When the Customer is provided with a telephone number as part of the Service, then that number will belong to Cloud2Talk, and Customer will have no right to sell, dispose or transfer said Cloud2talk number, during the term of the Customer Agreement. Cloud2Talk will make its best efforts to ensure that Customer is able to keep the number during the term of the Customer Agreement, but Cloud2Talk reserves the right to change the number on reasonable notice if Cloud2Talk determines, in good faith and in its reasonable discretion, that a third party has a valid claim to such number, or that the change is otherwise required by or advisable under applicable law.

Upon termination of the Services and at Customer’s request, Cloud2Talk will employ commercially reasonable efforts to assist Customer to port out Customer’s numbers, including Cloud2Talk’s numbers and numbers which had been ported to Cloud2Talk. An administrative fee may be charged per number or ported Number.

Customer acknowledges that the porting of all Cloud2Talk Numbers and Ported Numbers is dependent upon the cooperation of third parties not under Cloud2Talk’s control, and applicable laws and regulations concerning the geographic relevance of local exchange area service, may apply.

Required Maintenance:

 Cloud2Talk reserves the right to perform repair and maintenance or to upgrade, update or enhance (collectively, the “Maintenance”) its network, infrastructure, website(s), Services and/or Equipment with prior notice if such Maintenance would cause a partial or full disruption of the Services. In addition, Cloud2Talk reserves the right to perform Emergency Maintenance without prior notice to maintain the security and stability of the Cloud2Talk services and network. Notice will be provided as soon as reasonably practicable following an Emergency Maintenance event. Calls to and from  Cloud2Talk customer service, sales, support or other representatives may be recorded and/or monitored for quality assurance and training purposes and by speaking with such  Cloud2Talk representatives, Customer consents to such recording and/or monitoring. Customer’s sole remedies for any non-performance, outages, failures to deliver or defects in Service are set forth in the applicable service level agreement and these Terms.

GENERAL TERMS AND CONDITIONS:

Customer’s Responsibilities:

In addition to your other responsibilities under this Agreement, the Customer agrees to:

  • Upon request, take all commercially reasonable actions necessary in order to install and activate the Services.

  • Provide adequate facilities to house and operate Cloud2Talk’s equipment.

  • NOT RESELL THE SERVICES TO ANY THIRD PARTY.

  • Comply with Cloud2Talk’s Use Acceptable Policy described under this section.

  • Comply with Cloud2Talk’s advanced secured protocol for all installations. Customer must follow process and procedures in case of a hacking incident; any incident where any changes are applied to a device or system without following our security guidelines may incur in further security breaches. Cloud2Talk is not liable for any security incident, cyber attack or hacking incident that may affect the Customer’s services or communication. Nevertheless, Cloud2Talk’s Security Parameters is set to automatically daily limits by amount of channels and or authorized credit balance per Customer account for calls. Unless the credit balance is removed from the Customer’s account that must be approved and signed for by the Customer; if this is the case, and the credit balance has been removed as per the Customer’s request and a security breach or hacking incident occurs; the Customer must indemnify any monetary loss to Cloud2Talk. Cloud2Talk is not responsible or liable for any charge in a hacking incident; all charges will be passed on to the Customer. Customer is responsible for safeguarding and maintaining the confidentiality of all usernames, passwords and account information associated with your Cloud2Talk’s services. Customer agrees that it is their entirely and solely responsible for any and all activities or actions that occur under your Cloud2Talk’s account, whether or not you have authorized such activities or actions. Customer agrees to notify Cloud2Talk of any unauthorized use of your Cloud2Talk services or any other breach of security within (24) twenty-four hours of such use being known to the Customer.

  • To the extent to which, Customer is the cause of any loss, damages, or liabilities to Cloud2Talk, Customer agrees to reimburse, compensate and pay Cloud2Talk for such losses, claims, damages, liabilities or penalties that Cloud2Talk or any of our officers, directors, agents, successors or assigns may incur from your purchase or use of the Services and our equipment, except to the extent that any loss, damages or liabilities are caused by Cloud2Talk’s gross negligence or willful misconduct.

  • Comply with all federal, state, and local laws, rules, regulations and tariffs that apply to the Services or this Contract.

  • Be solely responsible for establishing and maintaining security measures (including, without limitation, codes, passwords or other features) necessary to restrict access to your computers, servers or other equipment used in conjunction with the Services.

  • Be solely responsible for all fraudulent, unauthorized, illegal or improper use of the Services by persons accessing those Services through your facilities, equipment or Service Address.

  • Authorize and identify to Cloud2Talk in writing at least one individual to represent you on any aspect of the Services and your account (including all requests for moves, additions, deletions or changes to the Services). You warrant and represent that a significant amount of your local exchange traffic at the Service Address will occur through our Services for the entire term of this Contract. You agree that you will notify us of problems with your Service by contacting Cloud2Talk’s Support Team (support@telespheresolutions.com or 954-239-3800) as soon as is possible after discovery of such problems.

Use Acceptable Policy:

Customer agrees to comply at all times with our Use Acceptable Policy which is incorporated in this Agreement by reference. Cloud2Talk may change this Policy at any time without prior notice to the Customer, and any Policy amendments will be effective upon posting on our website.

Customer should carefully read the Policy. By using the services, Customer agrees to be bound by the terms of the Policy and any modifications. Cloud2Talk reserves the right to terminate or suspend your account for any violation of the Policy or this agreement.

PUBLICITY, MAINTENANCE, RELOCATION AND ADDITIONAL SERVICES:

Publicity:

Neither party will use the other’s name, logo, product names or trade or service marks, or refer to the other directly or indirectly in any advertising, sales presentation, news release, release to any professional or trade publication or for any other purpose without the other’s prior written approval.

Maintenance:

Cloud2Talk may perform maintenance that may affect the availability or functionality of all or part of the Services at any time. Any impact on the Services as a result of maintenance will not be deemed our breach of this Agreement.

Relocation of Services:

If Customer desires to transfer their service from current Service Address to a different location, Customer must request that move in writing to Cloud2Talk at least six (6) weeks in advance. If Customer’s new location is within Cloud2Talk’s serving area, the Customer and Cloud2Talk must enter into a new contract with a term of no less than the Initial Term.

That new contract may include additional or different installation, recurring and other charges and fees. In addition, Cloud2Talk may assess a relocation fee of two hundred and fifty dollars ($250.00) each time Customer changes any service location. If Customer’s new location is not within our serving area or Services end at the prior Service Address and a new agreement for the new location is not entered into by the Parties, Customer will be deemed to have terminated this Contract and Early Termination Charges will apply.

EQUIPMENT PURCHASE AND WARRANTY:

If you purchase IP telephones or other equipment from Cloud2Talk, such equipment may be covered under Manufacturer Warranties that Cloud2Talk will extend to the Customer without charge to the extent we can do so under our agreements with those manufacturers; if Cloud2Talk does not provide you with additional equipment warranties in writing that go beyond the Manufacturer Warranties for your IP telephones or other equipment, your warranty will be limited to the Manufacturer Warranties.

The installation, operation, maintenance, repair or removal of any software on your computer(s), network(s) or other hardware may result in service outage, loss or damage to that equipment or any data, information or files on your equipment. Customer agrees it is your responsibility to protect and back up your computer and network data, software information and files. Customer assumes all responsibility for impacts, loss or damage to your computer or network hardware, data, information, files, peripherals, mobile devices or services related products associated with installing, operating or removing any services related products. Any warranty covering your computer, network or other equipment may become void when you open that computer or equipment to install any services related products, whether or not you elect to install and run any of those services related products. Cloud2Talk does not commit or warrant that your installation or use of any services related products will permit you to access, operate, or use any service.

Bring your Own Device Policy (BYOD):

Cloud2Talk can reutilize the majority of IP Phones in the market pending Cloud2Talk’s approval. When reutilizing existing devices provided by the Customer, Cloud2Talk does not warranty (a) the devices’ hardware (b) the devices’ software. Reutilizing an existing phone under the BYOD policy requires easy access to be able to factory reset the phone, from approval under our certified manufactures’ list.

Cloud2Talk is not responsible if any damage occurs to any equipment or phone in the event of getting the phone to be on working conditions for our network, such damage may occur due to many factors as some telephone providers modify the original software, and this will result in phone malfunctioning and/or non acceptance of our software/services although the phone manufacturer may be in the list.

Cloud2Talk is not liable for any damage in the reconfiguration process, nor will be liable for any cost.

When BYOD policy is approved by the customer, Cloud2Talk executes the necessary software updates in order to make this phone workable under the Cloud2Talk platform. Customer is responsible to back up any previous data.

BYOD reprogramming may incur in additional fees.

Disclaimer of Warranties:

Cloud2Talk is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond Cloud2Talk’s reasonable control.

LEASING OF EQUIPMENT

Customer must comply with our pre-qualification process. In some cases, Lease Agreements require a minimum purchase.

To provide Cloud2Talk voice Services, we must install the leased equipment at your Service Address; this equipment remains our sole property at all times and shall not be considered customer premises equipment. You agree to comply with all instructions and requirements regarding the use and/or care of our equipment and to take reasonable measures to protect our equipment at all times. You will provide a secure, air-conditioned space to house the equipment and sufficient electricity (with certified earth ground) to operate the equipment. You agree to pay us the replacement value of any equipment that is lost, stolen, damaged or unreturned due to acts of negligence or willful misconduct on your part. We will replace any of our equipment that does not perform as specified, at no charge to you, unless we determine that you are responsible for the equipment failure. Unless stated in the Order Terms or in a separate agreement with us, our Services do not include the installation or maintenance of any inside wiring at your Service Address; the installation and maintenance of inside wiring for your telecommunications and computer network is your sole responsibility.

If any device is stolen or misplaced, you must report the incident to us as soon as possible. Failure to report the theft of your device may result in your being liable for all charges and calls placed using your Cloud2Talk Phone System the time the device was stolen or misplaced until we are able to suspend your service. Upon proper notice, we will suspend your service (up to maximum of thirty (30) days) to permit you to replace the stolen or misplaced device(s). During any such suspension, you remain liable for any recurring costs associated with your Cloud2Talk Service.

The Equipment shall at all times remain the property of Lessor; all leased equipment must remain at all times in South Florida. At the termination of the lease for each Schedule, Lessee has different options:

  • Lessee can return the Equipment to Lessor in the same operating order, repair, condition, and appearance as on the date of the commencement of the lease for such Equipment, reasonable wear and tear accepted. Lessee shall, at the end of the last business day of each lease and at Lessee’s sole expense, tender the Equipment, packed in a manner suitable for truck transportation at the then present location of the Equipment. Such properly packed Equipment to be tendered shall be as complete as reasonably possible, including cables, racks, doors, and manuals. Lessee shall be solely responsible and liable for and shall pay directly all transportation, insurance, rigging, drayage, packing, installation, de-installation, disconnection charges and other items of like nature incurred in connection with this Master Lease, including without limitation all reasonable costs and expenses incurred with respect to delivering the Equipment to Lessor’s designated location in the continental United States of America and insurance on the Equipment in route upon the termination of the applicable Schedule.

  • Lessee can start a new Lease for a new term previously agreed upon with Lessor. Or create a new Lease agreement replacing previous equipment.

  • Lessee can purchase the phones at The Fair Market Value which is the price of the Equipment that the Lessor believes to be reasonable and is willing to accept in the ordinary course of business.

REPRESENTATION OF CARRIER:

Cloud2Talk is an authorized VoIP Provider managing different VoIP Carriers, therefore Cloud2Talk represents the carrier and is not liable for any data loss, Internet or phone line failure due to carrier issues or Network disconnection, nevertheless Cloud2Talk will act immediately to resolve and minimize any potential downtime of service issues.

 Cloud2Talk  does not represent the carrier or guarantees that it will be able to successfully complete the services requested neither is liable for any failure or downtime at any particular moment of any Carrier services providing phone or data services to the customer.

Cloud2Talk acts only as a carrier’s independent sales agent for certain services under the carrier agent’s agreement when executing a carrier circuit sale, such services may be Internet, Phone Services and/or not limited to other related services.

DATA SECURITY RESPONSIBILITY:

It is the responsibility of the customer to take such steps to ensure all their data and software programs are adequately backed up, duplicated and documented.  Cloud2Talk will not be responsible for the customer’s failure to do so, nor the cost of reconstructing any data or software stored on disk drives, tape backup drives or any other memory, etc. lost during the performance of the services under this agreement. Cloud2Talk is not responsible for any loss of data in the performance of its duties, and is relying upon the customer to adequately backup, duplicate and/or document the data. Cloud2Talk assumes no responsibility for the Customers programs and data and shall not be held liable for loss thereof.

The Customer, by signing a copy of this agreement, hereby consents to have Cloud2Talk attempt to remove data, adjust data, and/or work with data on a Hard Drive and other storage media and assumes all risks in connection therewith.  CLOUD2TALK  will not be responsible in any way, manner or form to the customer, its agents, servants or employees for any loss of data or software programs in connection with any services performed herein.

SOFTWARE UPDATES:

Cloud2Talk may from time to time push or update software and patches directly to Customer’s device(s) for installation and Customer will not prevent Cloud2Talk from doing so. Customer must implement all fixes, updates, upgrades and replacements of software and third-party software that may be provided. Cloud2Talk will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the required changes.

CONFIDENTIALITY:

All information relating to Customer that is known to be confidential or proprietary, or which is clearly mark as such, shall be held in confidence by Cloud2Talk and shall not be disclosed or used by Cloud2Talk to the extent that such disclosure or use is reasonably necessary to the performance of Cloud2Talk ’s work.

Customer and Cloud2Talk acknowledge and agree that all information passed directly or indirectly between Cloud2Talk  personnel and Customer, including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respective owner (the “Owning Party”) and will be held in strict confidence. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue. Notwithstanding the above, Cloud2Talk is under no obligation or confidentiality when confronted by information of a criminal nature.

These obligations of confidentiality shall extend for term of the agreement, but shall not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.

TERMINATION:

Cancellation Process:

In the event of termination, the Customer needs to give Telesphere Solutions / Cloud2Talk ninety (90) days prior written notice, by certified mail return receipt requested, FedEx or similar nationally recognized overnight delivery service. Cloud2Talk will not reimburse Customer for any fees paid prior to the termination date.  CUSTOMER MAY CANCEL SERVICES ONLY THROUGH THIS METHOD. TELESPHERE SOLUTIONS / CLOUD2TALK WILL NOT ACCEPT CANCELLATION VIA EMAIL, FAX, SMS OR OTHER ELECTRONIC METHODS. FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS SECTION WILL RESULT IN ONGOING SERVICE CHARGES, FEES AND TAXES.

Once the written cancellation has been received by Cloud2Talk, all services will be suspended, it is the Customer’s solely responsibility to port any number from Cloud2Talk; we are not responsible for any loss of numbers, downtime after the cancellation date.

A termination notice does not relief Customer of paying customer service duties till the end of the agreement term, therefore customer must continue paying the services to Cloud2Talk until the end of customer’s agreement term.

Cloud2Talk will apply Original Deposit Month Amount against any pending bill during the term of service or the last month of service according to the case. In Case of a Bill Increase Difference part of the original deposit fee may be used to cover.

Termination after Master Service Agreement is executed, before Installation of Any Services:

If termination occurs after this Master Service Agreement has been executed but before the installation of any of Cloud2Talk’s Services, Customer shall be liable for 50% of the set up and configuration charges and monthly fees Customer would have paid Cloud2Talk in each month of the first year of the Contract; this pre-installation Early Termination Charge shall be calculated by Cloud2Talk and further sent to the Customer.

Termination during Initial Term on Yearly Agreements:

If termination occurs during any Initial Term of this Contract, Customer is liable to pay:

All outstanding nonrecurring fees; plus all credits or discounts provided to the Customer; plus 100% of the Monthly Fees for each month of the Initial Term.

Termination for Non-Payment:

Cloud2Talk may terminate this agreement at any time by written notice for non-payment of any amount due for service invoiced and rendered under this agreement.  In this case customer is responsible to pay off any particular given discounts over the original proposal. Cloud2Talk accepts no responsibility for system-related issues if such action is taken. Failure to make payment does not terminate the customer’s obligations under this agreement.

Termination for Other Causes:

Cloud2Talk may terminate this agreement at any time by written notice. Cloud2Talk accepts no responsibility for system-related issues or any other issues if such action is taken. Failure to make payment does not terminate the customer’s obligations under this agreement.

Fraud or other illegal activity by Customer that affects the provided services of Cloud2Talk gives Cloud2Talk the right to state Immediate Cancellation of services and charge the stated balance of signed agreement term and cancellation fee.

Customer acknowledges that Cloud2Talk has made an investment in employees, overhead and other items, which are necessary for the implementation of this agreement.  Customer expressly waives the right to terminate this agreement for deficiencies in service and/or quality of service, failure of perform, incorrect performance of services unless the following has been completely complied with:  (1) complaints are first made promptly in writing by certified, return receipt mail to the Cloud2Talk   stating the precise nature of any complaints, problems with performance by Cloud2Talk   employees;  (2) Cloud2Talk   is afforded at least thirty (30) days to correct or take reasonable steps to correct any deficiency, or problems complained of, and (3) Supplier fails to correct or take reasonable steps to correct those deficiencies complained of within thirty (30) days.  In the event Cloud2Talk attempts to correct the deficiencies and Customer believes that such corrections are inadequate, the Customer shall give Cloud2Talk written notice by certified, return receipt mail, explanation for the basis of the claim of inadequate correction.  If the Customer fails to so notify Cloud2Talk by certified, return receipt mail within the aforesaid thirty (30) day correction period of any dissatisfaction, it shall be conclusively presumed that the Company has corrected the deficiency in service and/or quality of service to the Customers full and complete satisfaction. In the event that the customer notifies Cloud2Talk of inadequate correction as above outlined Cloud2Talk shall then have a second thirty-day period in which then to take reasonable steps to correct such problem.

LITIGATION:

Arbitration and Venue Option:

The parties hereto stipulate and agree that the venue for any and all litigation arising out of this agreement for rendering of services shall be exclusively in Broward County, Florida.  The parties hereto agree to and do hereby waive the right to trial by jury of any and all matters that are litigated arising out of the sale, lease, service or other transaction, which is the subject of this agreement.

Except in an action for injunctive relief, arbitration shall be the sole remedy available to the Parties to this Agreement to resolve any controversy or claim arising out of or relating to this Agreement, the breach thereof, or the commercial relationship between the parties, including, without limitation, any claim based upon or arising from an alleged tort or the alleged violation of any statute. Such arbitration shall be settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of this Agreement, except that the arbitration need not be administered or conducted by the American Arbitration Association. Any remedy that would be available from a court of law or equity shall be available from the arbitrator(s). Judgment on the award rendered by the arbitrator(s) may be rendered in any court having jurisdiction thereof. Cloud2Talk and the Customer acknowledge that this Agreement involves interstate commerce and that all arbitration and related proceedings, including, without limitation, confirmation proceedings, conducted hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et. seq. The arbitration hearing and all proceedings in connection therewith, including, without limitation, confirmation proceedings, shall take place exclusively in Broward County, Florida. The arbitration hearing shall be commenced within ninety (90) days of the filing of a Demand for Arbitration by either party, and the award shall be rendered within thirty (30) days of the conclusion of such hearing. Cloud2Talk and you hereby expressly agree that this paragraph constitutes a valid agreement to arbitrate.

Attorney’s Fees:

If either party is required to retain an attorney for the purpose of enforcement, protection, or defense of any claims of its rights under this Agreement, the customer hereby agrees to pay any and all reasonable attorney’s fees and costs incurred by Cloud2Talk.

Limitation of Liability:

Customer agrees that Cloud2Talk’s total liability hereunder, including but to limited to, any alleged negligence of Cloud2Talk shall not exceed monies paid by Customer for services rendered.  Any actions against Cloud2Talk must be brought within one (1) month after the alleged act or omission giving rise to damages. Written notice of such claim must be sent in writing within 90-days via Certified Mail Return Receipt of the act or omissions giving rise to any claim. Such notice is required as a condition of any action brought against Cloud2Talk in any court of law.  In no event will Cloud2Talk be held liable for any loss of profits, loss of use, indirect, special, incidental or consequential damages of any kind in connection with or arising out of the use of or inability to use the system.  Cloud2Talk shall not be liable for any claims/demands brought against you by any other party, whether or not Cloud2Talk has been previously advised of the possibility of such claims/demands. Customer hereby releases Cloud2Talk from any and all liabilities, claims and responsibilities of any kind in connection with such services.

MISCELLANEOUS:

General:

This agreement shall be governed by the laws of the state of Florida and constitutes the entire Agreement between the parties hereto, superseding all previous or contemporaneous negotiations, commitments and writings.  It may be modified by writing, signed by authorized representatives of both parties.  Neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by the Customer without prior written consent of   Cloud2Talk may authorize other third parties to provide maintenance and services, but will not be relieved of its responsibilities.

Notices to Cloud2Talk:

For all notices hereunder, notices to Cloud2Talk under this Agreement must be in writing via certified mail, with all notices to us to be sent to: Cloud2Talk,  located at: 3001 W Hallandale Beach Blvd. Suite 310. Pembroke Park, FL. 33009. Or to any other address that we may provide to you or post on our web site for such notices.

Force Majeure:

Cloud2Talk   shall not be liable for any delay or failure by Cloud2Talk   to perform its obligations under this Agreement  or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of Cloud2Talk  , including but not limited to labor disputes, strikes, other labor or industrial disturbances, acts of God, floods, lightning, shortages of materials, rationing, utility or communication failures, casualty, war, acts of public enemy, riots, embargoes, blockages, actions, restrictions, regulations or orders of any government or agency.

Authorized Changes:

This Agreement may only be amended by a written document that is signed by the Customer and an authorized Cloud2Talk employee at the level of Sales Vice President or above or a Customer Solutions Advisor, Field Solutions Advisor, Inside Sales representative, Market Response Team representative or Assurance representative at the level of director or above. This Agreement contains our entire agreement about the Services and supersedes any prior agreements, understandings or arrangements, both written and oral.

Independent:

The covenants contained in this agreement shall be construed as agreements independent of each other and of any other provision of this or any other agreement between the parties hereto. The breach of any covenant shall not void any other covenant of this agreement or of the agreement itself.

Integration Clause:

The customer understands and agrees that this Agreement constitutes the entire agreement between the parties, and all previous or contemporaneous representations, expressed or implied, between the Customer and Cloud2Talk with respect to the software support functions to be furnished hereunder are hereby superseded by this agreement.  This provision specifically includes all oral or written proposals submitted by Cloud2Talk.