Terms of Service

These Terms and Conditions of Service constitute the agreement (“Agreement”) between Flex IP Solutions, Inc (“we,” “us” or “Flex IP Solutions”) and the user (“you,” “user”, “Customer” or “Subscriber”) of Flex IP Solutions’ business services and any related products or services (“Service”).This Agreement governs both the Service and any devices, such as an IP phone, Multimedia Terminal Adapter, Analog Telephone Adapter, switch, router or any other IP connection device (each a “Device” or “Equipment”), used in conjunction with the Service. If you purchased Equipment from a dealer, retail store or other provider other than Flex IP Solutions, you are a “Retail Customer” for purposes of this Agreement and such Equipment shall be referred to as “Customer Premises Equipment”.

BY ACTIVATING OR USING THE SERVICE, YOU REPRESENT AND WARRANT TO US THAT YOU ARE OF LEGAL AGE AND HAVE THE ACTUAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ, UNDERSTAND AND FULLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. EMERGENCY SERVICES – 911 DIALING

1.1 Non-Availability of Traditional 911 or E911 Dialing Service. The Service does not support traditional 911 or E911 access to emergency services in all locations. Where we do not offer traditional 911 or E911 access, we offer a feature known as “911 Dialing” which is a limited emergency calling service available only on Flex IP Solutions, Inc-certified Devices or Equipment. The 911 Dialing feature may not work at all when used in conjunction with a Soft Phone, Virtual Numbers or Subscriber provided Customer Premise Equipment. Our 911 Dialing feature is not automatic; you must separately take affirmative steps, as described in this Agreement and on our website, to register the address where you will use the Services in order to activate the 911 Dialing feature. You must do this for each Flex IP Solutions, Inc phone number that you obtain. The 911 Dialing feature of the Service is different in a number of important ways from traditional 911 or E911 service as described on our website page for 911 Dialing under “Features,” and below. You shall inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of (i) the non-availability of traditional 911 or E911, and (ii) the important differences in and limitations of the Flex IP Solutions, Inc 911 Dialing feature as compared with traditional 911 or E911 dialing. The documentation that accompanies each Device that you purchase should include a sticker concerning the potential non-availability of traditional 911 or E911 dialing (the “911 Sticker”). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker on each Device that you use with the Service. If you did not receive a 911 Sticker with your Device, or you require additional 911 Stickers, please contact our customer care department at (888) 905-6311.

1.2 Registration of Physical Location Required. For each phone number that you use for the Service, you must register with Flex IP Solutions, Inc the physical location where you will be using the Service with that phone number. When you move the Device to another location, you must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address. You will register your initial location of use when you subscribe to the Service. Thereafter, you may register a new location by following the instructions from the “911” registration link on your Flex IP Solutions, Inc web account dashboard features page. For purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you use with the Service.

1.3 Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any phone line that you are using with the Service, unless and until you receive an email from us confirming that the 911 Dialing feature has been activated for that phone line.

1.4 How Emergency Personnel are Contacted. We contract with a third party to use the address of your registered location to determine the nearest emergency response center and then forward your call to a general number at that center. When the center receives your call, the operator will not have your address and may not have your phone number. You must therefore provide your address and phone number in order to get help. Some local emergency response centers may decide not to have their general numbers answered by live operators 24 hours a day. If we learn that this is the case, we will send your call instead to a national emergency calling center and a trained agent will contact an emergency center near you to dispatch help. You hereby authorize us to disclose your name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to your registered location.

1.5 Service Outages. (a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing.
(b) Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning.
(c) Service Outage Due to Suspension or Termination of Your Flex IP Solutions, Inc Account. Service outages due to suspension or termination of your account will prevent all Service, including 911 Dialing, from functioning.
(d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that Flex IP Solutions, Inc is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including 911 Dialing, that may result. In the event you lose service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you terminate the Service in accordance with this Agreement.
(e) Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement. 1.6 Re-Activation Required if You Change Your Number or Add or Port New Numbers. 911 Dialing does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number.

1.7 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks.

1.8 Possible Lack of Automatic Number Identification. It may or may not be possible for the local emergency personnel to automatically obtain your phone number when you use 911 Dialing. Our system is configured to send the automatic number identification information; however, one or more telephone companies, not us, route the traffic to the emergency response center and that center may not be capable of receiving and passing on that information. As a result, the operator who answers your 911 Dialing call may not be able to automatically obtain your phone number and call you back if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your phone number, or if the Service is not operational for any reason.

1.9 No Automated Location Identification. In most service areas, it is not possible at this time to transmit to the local emergency response center the address that you registered for 911 Dialing. You will need to state the nature of your emergency promptly and clearly, including your location (and possibly your telephone number), as the operator will not have this information. Emergency personnel will not be able to find your location if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your location, or if the Service is not operational for any reason.

1.10 Disclaimer of Liability and Indemnification. We do 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. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national 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 Flex IP Solutions, Inc nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless Flex IP Solutions, Inc, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.

1.11 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or terminating the Service.

2. SERVICE

2.1 Term. Service is offered on a one year, two year and three year (“Term”) contract basis as is determined in your Service activation or order form, or via our online ordering process. The Term begins on the date that Flex IP Solutions activates your Service and ends on the day before the (first, second or third) anniversary date of your Term. Your initial Term will automatically renew on the same terms unless you give us written notice of non-renewal at least thirty (30) days before the end of the Term in which the notice is given, or according to the state law of the jurisdiction in which the Services are provided. You are purchasing the Service for full 1, 2 or 3 year annual (12, 24 or 36 monthly) terms, meaning that if you attempt to terminate Service prior to the end of a Term, you will be responsible for the remaining monthly charges to the end of the then-current Term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable. Expiration of the Term or termination of Service will not excuse you from paying all charges due under this Agreement.

2.2 Use of Service and Flex IP Solutions provided Device/Equipment. You shall not resell or transfer the Service or the Device to another party without our prior written consent. You are prohibited from using the Service or any Equipment for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately terminate or modify your Service if we determine, in our sole and absolute discretion, that you have at any time used the Service or the Device for any of the aforementioned or similar activities.
2.3 Use of Service only. For Service only customers, you are responsible for all the terms and conditions of Section 2.3 and for supplying, operating and supporting the Customer Premise Equipment for use with the Service. In addition, any Customer Premises Equipment must be pre-approved by Flex IP Solutions in writing prior to Service being activated. We make no warranties that the Services will work properly with any Customer Premises Equipment.

2.4 Prohibited Uses.
(a) Unlawful. You shall use the Service and the Device only for lawful purposes. We reserve the right to immediately terminate your Service if, in our sole and absolute discretion, we determine that you have used the Service or the Device for an unlawful purpose. In the event of such termination, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your Service. If we believe that you have used the Service or the Device for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, Flex IP Solutions will provide information in response to law enforcement requests, subpoenas, court orders, to protect it’s rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others.
(b) Inappropriate Conduct. You shall not use the Service or the Device in any way that is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior. We reserve the right to immediately terminate your Service if, in our sole and absolute discretion, we determine that you have used the Service or the Device in any of the aforementioned ways. In the event of such termination, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your Service. If we believe that you have used the Service or the Device in any of the aforementioned ways, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, Flex IP Solutions will provide information in response to law enforcement requests, subpoenas, court orders, to protect it’s rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others. Nothing herein shall give rise to a duty to third parties on behalf of Flex IP Solutions.

2.5 Use of Service and Device by Customers Outside the United States. Although we encourage you to use of the Service to place calls to foreign countries from within the United States, we do not presently offer or support the Service in any countries other than the United States and Canada. If you use the Service or the Device outside of the United States or Canada, you will be solely responsible for any violations of local laws and regulations resulting from such use. We reserve the right to terminate your Service immediately if we determine, in our sole and absolute discretion, that you have used the Service or the Device outside of the United States or Canada.

2.6 Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software.
(a) Copyright; Trademark. The Service and Device and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on our websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “marks”) are and will at all times remain our exclusive property. Nothing in this Agreement grants you the right or license to use any of our marks.
(b) Unauthorized Usage of Device; Firmware or Software. You have not been granted any license to use the firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, other than a non-transferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. You expressly agree that the Device is exclusively for use in connection with the Service and that we will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. We reserve the right to prohibit the use of any interface device that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.
2.7 Tampering with the Device or Service. You shall not change the electronic serial number or equipment identifier of the Device or to perform a factory reset of the Device without our prior written consent. We reserve the right to terminate your Service if we believe, in our sole and absolute discretion, that you have tampered with the Device. In the event of such termination, you will remain responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.

2.8 Theft of Service. You shall notify us immediately, in writing or by calling our customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. Customer is solely responsible for fraudulent calls or data transmitted utilizing the Service and Equipment. Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and Flex IP Solutions shall have no liability therefor. Customer is solely responsible for payment to the applicable service provider of all long distance, toll and other communications charges incurred through use of the Service and Equipment being provided hereunder, regardless of whether such use was intended or authorized by Customer. Customer shall defend, indemnify and hold harmless Flex IP Solutions from and against all costs, expenses, claims or actions arising from fraudulent calls of any nature carried by means of the Equipment. Customer shall not be excused from paying Flex IP Solutions monthly rental payments on the basis of fraudulent calling. It is understood that Flex IP Solutions is under no obligation to investigate the authenticity of calls made using the Services or Equipment and shall not be liable for any fraudulent calls billed to Customer’s account by the applicable service provider.

2.9 Return of Devices/Equipment

(Does Not Apply to Customers who use Customer Premises Equipment not provided by Flex IP Solutions directly)
(a) Retail Customers. A Retail Customer may only return the Customer Premises Equipment to the retail store, dealer or other provider from which the Retail Customer purchased the Customer Premises Equipment. All returns will be subject to the return policy of such retail store, dealer or other provider. We will not accept any Customer Premises Equipment returned to us from a Retail Customer.
(b) Customers with Flex IP Provided Equipment. Customers who use Flex IP Solutions provided Equipment or Devices must return the Device to us within five (5) days of the termination of Service to receive a credit for any termination fee (See Section 3.6) provided that:

* the Service is terminated within the first thirty (30) days following the activation of the Service;
* the Device is in original condition, reasonable wear and tear excluded;
* the original proof of purchase are returned with the Device, together with the original packaging, all parts, accessories, and documentation;
* prior to returning the Device to us, you obtain a valid return authorization number from our customer care department, which can be reached at \n billing@FlexIPSolutions.com. This email address is being protected from spam bots, you need JavaScript enabled to view it or 1-888-905-6311; and
* you pay all costs of shipping the Device back to us.

Failure to return any Device or Equipment provided to Customer by Flex IP Solutions in the timeframe stated above will result in the immediate imposition of equipment loss charge to Customer of no less $1500 and no more than $5000.

If you disconnect multiple lines, we will issue you a credit for all termination fees upon receipt of all Devices in accordance with the requirements set forth above.
If you receive cartons or Devices that are visibly damaged, you must note the damage on the carrier’s freight bill or receipt and keep a copy. In such event, you must keep the original carton, all packing materials and parts intact in the same condition in which they were received from the carrier and contact our customer care department immediately at billing@FlexIPSolutions.com . This email address is being protected from spam bots, you need JavaScript enabled to view it or 1-888-905-6311.

2.10 Number Transfer on Service Termination. Upon the termination of your Service, will release to your new service provider the telephone number that you ported (transferred or moved over) to us from your previous service provider and used in connection with your Service if:

* such new service provider is able to accept such number;
* your account has been properly terminated;
* your account is completely current, including payment for all charges and applicable termination fees; and
* you request the transfer upon terminating your account.

2.11 Service Distinctions. The Service is not a traditional telecommunications service and we provide it on a best efforts basis. Important distinctions exist between telecommunications service and the Service offering that we provide. The Service is subject to different regulatory treatment than traditional telecommunications service.

2.12 Risk of Loss. If you purchase, rent or accept Equipment from Flex IP Solutions you will bear all risk of loss of, theft of, casualty to or damage to the Device, from the time it is shipped to you until the time (if any) when it is returned to us in accordance with this Agreement.

2.13 No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.

2.14 No Directory Listing. The phone numbers you obtain from us will not be listed in any telephone directories. Phone numbers transferred from your local phone company may, however, be listed. As a result, someone with your phone number may not be able to utilize a reverse directory to lookup your address.

2.15 Incompatibility With Other Services.
(a) Security Systems. The Service may not be compatible with premises security and alarm systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.
(b) Certain Broadband and Cable Modem Services. You acknowledge that the Service presently may not be compatible with some broadband services. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of or the quality of the Service with any particular broadband service.

2.16 Regulation. The rates set forth in the Agreement are subject to the imposition of new regulations, modifications of existing regulations, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state and/or local regulatory agency, legislative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges, surcharges, and/or taxes in reliance on or as a result of the same (“Regulatory Change”). Flex IP Solutions reserves the right, at any time to (i) to pass through to customer all charges, surcharges or taxes directly or indirectly related to such Services, and/or (ii) modify the rates and/or terms and conditions of the Agreement to reflect the impact of such Regulatory Change, including, without limitation, the impact of any actions by third parties in connection with such Regulatory Change.

3. CHARGES; PAYMENTS; TAXES; TERMINATION

3.1 Billing. When the service is activated, you must provide us with a valid email address and a credit or debit card number from a card issuer that we accept. We reserve the right to stop accepting credit or debit cards from one or more issuers. If your credit or debit card expires, you close your account, your billing address changes, or your credit or debit card is cancelled and replaced on account of loss or theft, you must advise us at once. We will bill all charges, applicable taxes, fees and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears) to your credit or debit card, including but not limited to:

* activation fees;
* monthly Service fees;
* international usage charges;
* advanced feature charges;
* equipment purchases;
* termination fees; and
* shipping and handling charges.

The amount of such fees and charges shall be published on our website and may change from time to time. Notification of monthly invoices will be sent to you via your email address on file with us. We reserve the right to bill at more frequent intervals if the amount you owe to us at any time exceeds $250. Any usage charges will be billed in increments that are rounded up to the nearest minute except as otherwise set forth in the rate schedules found on our website.

3.2 Billing Disputes. You must notify us in writing within seven days after receiving your credit or debit card statement if you dispute any Flex IP Solutions charges on that statement or you will be deemed to have waived any right to contest such charges. All notices of disputed charges should be sent to:

Customer Care Billing Department
Flex IP Solutions, Inc
740 Springdale Drive
Suite 155
Exton, PA 19341

-or-

billing@FlexIPSolutions.com. This email address is being protected from spam bots, you need JavaScript enabled to view it.

3.3 Payment and Collection.
(a) Payment. We only accept payment by credit or debit card, unless other payment terms have been explicitly agreed to in writing by Flex IP Solutions, Inc. Your subscription to the Service authorizes us to charge your credit or debit card. This authorization will remain valid until 30 days after we receive written notice from you terminating our authority to charge your credit or debit card, whereupon we will charge your credit or debit card for the termination fee, if applicable, and any other outstanding charges and terminate you Service. We may terminate your Service at any time in our sole and absolute discretion if any charge to your credit or debit card is declined or reversed, your credit or debit card expires and you have not provided us with a valid replacement credit or debit card or in case of any other non-payment of account charges.
(b) Collection. If your Service is terminated, you will remain fully liable to us for all charges pursuant to this Agreement, the maximum allowable rate of interest and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney’s fees.

3.4 Termination. Discontinuance of Service. We reserve the right to suspend or discontinue the Service generally, or to terminate your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or terminate your Service without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges. If your Service is terminated on account of your breach of any provision of this Agreement, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus the termination fee, if applicable, all of which will immediately become due and payable.

3.5 Taxes/Fees/Surcharges. You are responsible for 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 your subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate.

The rates and charges for services provided by Flex IP Solutions are exclusive of the charges described below. These charges do not count toward the attainment of any volume or revenue commitment and will not be discounted or credited in any way.

Below are descriptions of most of the charges that could appear on any invoice. These charges may or may not apply depending on the type of service you subscribe to. There may also be other charges on your invoice that are not described below. Any questions should be directed to billing@flexipsolutions.com

In general, charges appearing on invoices under “Taxes and Surcharges” or a similar heading or line item represent: (1) taxes imposed by governmental or quasi-governmental agencies that Flex IP Solutions is required to collect on its services; (2) fees imposed by governmental or quasi-governmental agencies that Flex IP Solutions may or may not be required to pass through to customers; and/or (3) industry standard cost recovery surcharges.

Federal Universal Service Fund
The Federal Universal Service Fund (FUSF) surcharge is identified as the “Federal Universal Service” charge on your Flex IP Solutions bill. It is a monthly, percentage-based surcharge established by the Federal Communications Commission (FCC) and assessed on customers’ interstate and international service. This fund supports telecommunications and information services in schools, public libraries and rural health care facilities; and subsidizes local service for consumers with low incomes and who live in areas where the costs of providing telephone service is high. The percentage of the surcharge changes each quarter. The applicable rate can be found at http://www.fcc.gov/omd/contribution-factor.html/

State Universal Service Fund
Similar to the FUSF, a number of states have enacted their own universal service fund on a state level. Funding helps pay for services to low income customers, customers with communication disabilities, and customers who reside in rural areas served by small or rural telecom providers where costs of providing telephone service is high. The contribution factor varies by state.

Long Distance Access Charge
The Long Distance Access Charge is a monthly charge the company assesses to recover costs imposed by the Local Exchange Carriers furnishing access services for use with the company’s interexchange service.

Franchise Fee
The municipal franchise fee is also often referred to as a “right-of-way” fee. It is a monthly charge imposed by local jurisdictions and paid by the customer to help recover the costs associated with providing telephone service, to include installation of underground conduit, outside telephone wires, and telephone poles. This fee varies by location and is often based upon an agreement between the local jurisdiction and Flex IP Solutions or upon local or state law.

Federal Excise Tax
The Federal Excise tax is imposed by the IRS and applied as percentage of standalone local telephone service and related features.

E911 Emergency System
This surcharge is imposed by local jurisdictions to fund the 911 Emergency Systems.

P.U.C. Tax
The Public Utility Commission (PUC) tax is a charge imposed by state telecommunications regulatory agencies on users of regulated services, which is used to finance operational costs of the state regulatory agency.

Sales Tax
Sales tax is a tax imposed by nearly all states, counties, cities and districts, on the sale of various goods and services for use or consumption. The applicability of the tax, as well as the rates, varies by each jurisdiction’s constitutional provisions, and some services may be exempt from state and local sales taxes pursuant to federal law.

Access Recovery Charge
The Access Recovery Charge (ARC) is calculated as a percentage of total monthly recurring charges, and implemented to recover a portion of the access charges imposed by local exchange carriers (LECs).

Federal Regulatory Fee
This is a monthly charge assessed on interstate and international charges that allow the company to recover costs imposed by the Federal Government for Telecommunications Relay Services for the hearing-impaired and national number administration.

Property Tax Recovery Charge
This is a charge that allows Flex IP Solutions to recover a portion of the property tax it pays to state and local jurisdictions.

Gross Receipts Tax
The Statutory Gross Receipts Tax is a tax on the privilege of doing business in the state measured by gross receipts received from business done in the state. This tax is typically imposed on the telecommunication provider; however, some states allow the provider to pass on the tax to the consumer.

Administrative Cost Recovery Fee
This is a fee that allows Flex IP Solutions to recover the costs associated with the collection, processing and payment of any tax, fee or surcharge imposed upon Flex IP Solutions or that Flex IP Solutions must and/or does collect on customer invoices which it must then remit to the applicable tax jurisdiction or regulatory body. This includes Flex IP Solutions ’s internal costs associated with compliance with any regulatory agency.

Cost Recovery Fee
This is a fee that allows Flex IP Solutions to recover regulatory fees and expenses incurred by Flex IP Solutions , such as FCC regulatory fees to fund various federally mandated programs, (PUC) fees, various state business licenses, and various state annual regulatory fees not otherwise provided in other line items or surcharges.

Federal Access Recovery Fee
The Federal Access Recovery Fee (FARF) is a charge designed to recover, in part, Flex IP Solutions ’s costs of purchasing local access service from LECs, which include regulatory fees that LECs assess on or pass through to Flex IP Solutions .

Universal Cost Recovery
Designed to recover access-related costs and municipality costs that cannot be recovered in a traditional line-item, per circuit/per service basis including increases due to FCC or other governmental or regulatory actions or judicial determinations made in connection with incumbent local exchange carrier charges for such circuits.

Carrier Recovery Surcharge
Flex IP Solutions will charge a 5.5% fee in conjunction with various governmental taxes and surcharges, levies and administrative costs that Flex IP Solutions incurs in procuring service for customers. This fee is designed, in part, to simplify the charges appearing on an invoice. This is a blended fee that will not be itemized. Flex IP Solutions has designed the fee to be reasonable and believes it is lower than many in the industry. The Fee appears in the taxes and surcharges section of customer invoices and applies to all services. The fee is consistent with Flex IP Solutions ’s customer agreements and is standard in the industry. The fee is not a tax, so it is therefore not subject to tax exemption. Some of the charges that are included in the blended fee are as follows:

Cost Recovery Fee
Property Tax Surcharge
Franchise Cost Recovery
FARF
Administrative Cost Recovery Fee
Universal Cost Recovery

Tax Exemptions/Disclaimer/Reservation Of Rights: Many of the fees and surcharges listed above are NOT taxes and therefore are neither subject to nor eligible for tax exemption. To the extent a customer provides Flex IP Solutions a duly authorized tax exemption certificate, Flex IP Solutions will exempt such customer as of the date the certificate is received. No retroactive exemption or refund will be allowed. Customers qualifying for tax exemption will be required to show collection and remittance of such taxes to Flex IP Solutions as required by Flex IP Solutions in its sole discretion. If Flex IP Solutions collects a tax and such tax or the collection thereof is found to be invalid or unenforceable, and solely if Status retained such amount or such amounts were returned to Flex IP Solutions by the taxing jurisdiction, in its sole discretion Flex IP Solutions may reduce future rates in order to offset such amounts collected, may grant credits on future invoices or may refund such amounts. If such amounts are retained by the taxing jurisdiction Flex IP Solutions may, but is under no obligation to, use commercially reasonable efforts to obtain a resolution to customers in that jurisdiction. Flex IP Solutions reserves the right to collect taxes retroactively in its sole discretion. Flex IP Solutions reserves the right to review and update this document periodically and customer is bound by the then current document at all times, not the document active at the effective time of its contract with Flex IP Solutions . Any disputes related to the taxes, fees and/or surcharges set forth above or anything contained in this document are specifically subject to the arbitration provisions contained in the terms and conditions of any applicable Flex IP Solutions service agreement.

3.6 Money Back Guarantee; Limitations and Conditions.
(a) Money Back Guarantee. We offer Business subscribers a 30-day money back guarantee from the date of activation of Service. The money back guarantee applies only to the first-ordered service package, not to additional or secondary orders. We will refund the activation fee and monthly charge for first month of Service provided that:

* you have not exceeded 2500 minutes of usage; and
* you cancel your Service within the 30-day period.

Federal excise taxes and any other applicable taxes cannot be refunded. You will remain responsible for any charges for usage fees including but not limited to local or international usage, calls to Flex IP Solutions toll free numbers and directory assistance. We reserve the right to terminate or revoke this money back guarantee at any time, without prior notice.

3.7 Payphone Charges. If you use our “Toll Free” feature or any toll free feature that we offer in the future, we will be entitled to recover from you any charges imposed on us either directly or indirectly in connection with toll free calls made to your number. We may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as we deem appropriate for the recovery of these costs.

3.8 Charges for Directory Calls (411). We will charge you $1.50 for each call made to Flex IP Solutions directory assistance.

3.9 Charges for Conference Bridge Calls. We will charge you per minute for each caller who calls into your conference bride. Your Conference Bridge per minute usage fee will be the lower of (i) 3.9 cents per minute, or (ii) the per minute Conference Bridge usage fee determined in your Service Activation Form or online order form. The per minute usage fee will be calculated based on all participants on the conference bridge, including on-network and off-network participants.

4. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES

4.1 Limitation of Liability. We will not be liable for any delay or failure to provide the Service, including 911 Dialing, or the performance of any Device or Equipment at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:

* an act or omission of an underlying carrier, service provider, vendor or other third party;
* Equipment, network or facility failure;
* Equipment, network or facility upgrade or modification;
* force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions;
* Equipment, network or facility shortage;
* Equipment or facility relocation;
* Service, Equipment, network or facility failure caused by the loss of power to you;
* outage of, or blocking of ports by, your ISP or broadband service provider or other impediment to usage of the Service caused by any third party;
* any act or omission by you or any person using the Service or Device provided to you; or
* any other cause that is beyond our control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 911 Dialing) to be connected or completed, or forwarded.

Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.

4.2 Disclaimer of Liability for Damages. IN NO EVENT WILL FLEX IP SOLUTIONS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION 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 PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, 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 ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. 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 WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

4.3 Indemnification and Survival.
(a) Indemnification. You shall defend, indemnify, and hold harmless Flex IP Solutions, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party or user of the Service, relating to the Services, including, without limitation, 911 Dialing, or a Device or the Equipment.
(b) Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.

4.4 No Warranties on Service/Device/Equipment. EXCEPT FOR ANY WARRANTY OTHERWISE EXPRESSLY PROVIDED FOR DEVICES OR EQUIPMENT WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE 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, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER FLEX IP SOLUTIONS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR CUSTOMER 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 FLEX IP SOLUTIONS’S OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY FLEX IP SOLUTIONS OR FLEX IP SOLUTIONS’S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

4.5 Device.Equipment Warranties.
(a) Limited Warranty. Except as set forth herein, if you received the Device new from us and the Device included a limited warranty at the time of receipt, you must refer to the separate limited warranty document provided with the Device for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation.
(b) No Warranty. If your Device did not include a limited warranty from the manufacturer at the time of receipt, you are accepting the Device “as is”. You are not entitled to replacement, repair or refund in the event of any defect.
(c) Disclaimer. OTHER THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE DEVICE 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 DEVICE OR ANY FIRMWARE OR SOFTWARE IS “ERROR FREE” OR WILL MEET CUSTOMER’S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE
4.6 No Third Party Beneficiaries. 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.

4.7 Reserved.

4.8 Recording Conversations. Flex IP Solutions provides a function that allows a user or Subscriber to record individual telephone conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by state to state. Subscriber is solely responsible for applying the local laws in the relevant jurisdiction when using this feature.

5. MISCELLANEOUS

5.1 Governing Law. The Agreement and the relationship between you and us is governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 5.2, you shall submit to the personal and exclusive jurisdiction of the courts located within the Commonwealth of Pennsyvania and waive any objection as to venue or inconvenient forum.

5.2 Mandatory Arbitration and No Jury Trial. Except for the collections by us of any amounts due to Flex IP Solutions, any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Montgomery county, Pennsylvania. The arbitrator’s decision will follow the plain meaning of the relevant documents, and will be final and binding. 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. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall 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. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, MONTGOMERY COUNTY PENNSYLVANIA.

5.3 No Waiver of Rights. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

5.4 Entire Agreement. This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found on our website constitute the entire agreement between you and Flex IP Solutions and govern the use of the Service by you, members of your business, employees and guests. This Agreement supersedes any prior agreements between you and Flex IP Solutions and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

5.5 Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

6. FUTURE CHANGES TO THIS AGREEMENT

Changes to the terms and conditions of this Agreement may be made by Flex IP Solutions at it sole discretion, however, , Flex IP Solutions will make commercially reasonable attempts to notify Customer ((including through billing notes) of such changes.

7. PRIVACY/CPNI

Flex IP Solutions Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Flex IP Solutions is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our website at www.FlexIPSolutions.com for additional Privacy Policy and CPNI information.

Last Updated: January 2, 2015 Flex IP Solutions is a trademark owned by Flex IP Solutions Inc.

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