Terms of Service
Terms of Service
These Terms and Conditions of Service constitute the agreement (“Agreement”) between FlexIP Solutions Inc. (“we,” “us,” “FlexIP Solutions,” or “FlexIP”) and the user (“you,” “user”, “Customer” or “Subscriber”) of FlexIP 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 supplied by FlexIP Solutions used in conjunction with the Service (each a “Device” or “Equipment”). If you purchased any Device or Equipment from a dealer, retail store or other provider other than FlexIP Solutions, you are a “Service Only” or “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 FlexIP Solutions-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 FlexIP Solutions 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 FlexIP Solutions 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 FlexIP Solutions 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 FlexIP Solutions 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 Emergency 911 calls.
a. 911 Dialing and Notification on MLTS Systems. In compliance with FCC Rule 9.15, 47
C.F.R. § 9.15, for any Multi-Line Telephone System (“MLTS”) that we first sold, leased or installed at your locations after February 16, 2020, such MLTS systems shall be configured so that:
i. 911 Dialing. You may directly initiate a call to 911 from any station equipped with dialing facilities, without dialing any additional digit, code, prefix, or post-fix, including
any trunk-access code such as the digit 9, regardless of whether you are required to dial such a digit, code, prefix, or post-fix for other calls.
ii. MLTS notification. The MLTS system provides an MLTS notification to a central location at the facility where the system is installed or to another person or organization regardless of location. This MLTS notification will (a) be initiated contemporaneously with the 911 call, provided that it is technically feasible to do so,
(b) not delay the call to 911, and (c) be sent to a location where you designate, which is where someone is likely to see or hear it. An MLTS notification is an MLTS feature that can send notice to a central location at the facility where the MLTS system is installed or to another person or organization regardless of location. Examples of MLTS notification include conspicuous on-screen messages with audible alarms for security desk computers using a client application, text messages for smartphones, and email for administrators. The MLTS notification shall include, at a minimum, the following information: (a) The fact that a 911 call has been made; (b) A valid callback number; and (c) The information about the caller’s location that the MLTS system conveys to the public safety answering point (PSAP) with the call to 911; provided, however, that the notification does not have to include a callback number or location information if it is technically infeasible to provide this information.
b. Dispatchable Location. In compliance with FCC Rule 9.15, 47 C.F.R. § 9.15, for any
MLTS system that we first sold, leased or installed at your locations after February 16, 2020 shall be configured such that dispatchable location of the caller is conveyed to the PSAP with 911 calls consistent with Sections 1.4.b.i – .iii, below. Dispatchable location is a location delivered to the PSAP with a 911 call that consists of the validated street address of the calling party, plus additional information such as suite, apartment or similar information necessary to adequately identify the location of the calling party.
i. Fixed Telephones. By January 6, 2021, on-premises fixed telephones associated with an MLTS system shall provide automated dispatchable location;
ii. On-Premises Non-Fixed Devices. By January 6, 2022, on-premises non-fixed devices associated with an MLTS system shall provide to the appropriate PSAP automated dispatchable location (as defined in Section 1.4.b., above), when technically feasible; otherwise, the MLTS system shall be configured to provide dispatchable location based on end user manual update, or alternative location information, which is location information (which may be coordinate-based) sufficient to identify the caller’s civic address and approximate in-building location, including floor level, in large buildings.
iii. Off-Premises Devices. By January 6, 2022, off-premises devices associated with an MLTS system shall provide to the appropriate PSAP automatic dispatchable location (as defined in Section 1.4.b., above), if technically feasible; otherwise, the MLTS system shall be configured to provide dispatchable location based on end user manual update, or enhanced location information, which may be coordinate-based, consisting of the best available location that can be obtained from any available technology or combination of technologies at reasonable cost.
c. Authorization to Provide Information. You hereby authorize us to disclose your name, address, telephone number, applicable dispatchable location information, and any other information as may be required by law that is associated with your MLTS system(s), devices used with the system(s), and information of users of the system(s) to third-party service providers, including, without limitation, call routers, call centers and public service answering points, in connection with 911 calls dialed or for the purpose of dispatching emergency services personnel to the location associated with the 911 call or otherwise provided or determined..
d. User’s Compliance. You agree to comply, configure, manage and/or operate your MLTS system(s) covered by this Section 1.4 along with any devices or telephones associated with the MLTS system(s) so that they fully comply with the requirements within this Section 1.4 and any applicable law.
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 FlexIP Solutions 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 FlexIP Solutions 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 certain service areas, it may not be not possible 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 FlexIP Solutions 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 FlexIP Solutions , 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.
2.1 Term. Service is offered on a three-year or five-year (as applicable, “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 FlexIP Solutions activates your Service (“Activation Date”) and ends on the day before the anniversary date of your Activation Date. 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. If services are added during the term, the Activation Date will be reset based on the signature date on the latest Service Activation or order form.
You are purchasing the Service for full Term, meaning that if you attempt to terminate Service prior to the end of your initial Term or any renewal Term, you will be responsible for the full amount of remaining monthly charges from the date of termination through the end of the then-current Term, including, without limitation, unbilled charges and monthly recurring 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 FlexIP Solutions provided Device/Equipment. You shall not resell or transfer the Service or any Device or Equipment to another party without our prior written consent. You are prohibited from using the Service or any Device or Equipment for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), robocalling, fax or voicemail advertising, solicitation, broadcasting or blasting or any other unlawful calling. 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. Service Only customers are responsible 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 FlexIP Solutions in writing prior to Service being activated. Service Only customers use of Customer Premises Equipment are subject to the same restrictions that apply to the use of Devices and Equipment specified in Section 2.2. FlexIP Solutions makes 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 any Devices, Equipment, or Customer Premises Equipment used in conjunction with the Service 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, Device, Equipment, or Customer Premises Equipment used in conjunction with the Service for an unlawful purpose. In the event of such termination, you will be responsible for the full amount of remaining charges from the date of termination through the end of the then-current Term, including, without limitation, unbilled charges and monthly recurring 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, FlexIP Solutions will provide information in response to law enforcement or governmental agency requests (including, without limitation, traceback requests), subpoenas, court orders, investigations, or inquiries along with traceback requests received from the Industry Traceback Group or similar organization (collectively, :”Requests”) to protect FlexIP Solutions’ rights and property and in the case where failure to disclose the information may lead to harm to the customer or others. If requested by FlexIP Solutions, you agree to promptly respond to and cooperate with FlexIP Solutions, in connection with its response to such Requests or other inquires by FlexIP Solutions with you on how you are using the Service and any Devices, Equipment, or Customer Premises Equipment used in conjunction with the Service.
b. Inappropriate Conduct. You shall not use the Service or any Equipment, Device, or
Customer Premises Equipment used in conjunction with the Service in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior or in any way that is otherwise unlawful. 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 any Equipment, Device, or
Customer Premises Equipment used in conjunction with the Service in any of the aforementioned ways. In the event of such termination, you will be responsible for the full amount of remaining charges from the date of termination through the end of the then- current Term, including, without limitation, unbilled charges and monthly recurring 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 any Equipment, Device, or Customer Premises Equipment used in conjunction with the Service in any of the aforementioned ways, we may forward the relevant communication and other information, including without limitation your identity and use of Service or any Equipment, Device, or Customer Premises Equipment used in conjunction with the Service, 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, FlexIP Solutions will provide information in response to law enforcement or governmental agency requests (including, without limitation, traceback requests), subpoenas, court orders, investigations, or inquiries along with traceback requests received from the Industry Traceback Group or similar organization (collectively, :”Requests”) to protect FlexIP Solutions’ rights and property and in the case where failure to disclose the information may lead to harm to the customer or others. If requested by FlexIP Solutions, you agree to promptly respond to and cooperate with FlexIP Solutions in connection with its response to such Requests or other inquires by FlexIP Solutions with you on how you are using the Service and any Devices, Equipment, or Customer Premises Equipment used in conjunction with the Service. Nothing herein shall give rise to a duty to third parties on behalf of FlexIP Solutions.
2.5 Use of Service and Device by Customers Outside the United States. Although we encourage you to use 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 any Equipment or 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 any Equipment or Device outside of the United States or Canada.
2.6 Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software.
a. Copyright; Trademark. The Service, Equipment, Devices and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in any Equipment or 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 any Equipment or 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 Equipment and Devices are 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 Equipment or Devices for any other purpose. We reserve the right to prohibit the use of any Customer Premises Equipment 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 Customer Premises Equipment 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 Customer Premises Equipment 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 any Equipment or Device or to perform a factory reset 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 any Equipment or Device. In the event of such termination, you will remain responsible for the full amount of remaining charges from the date of termination through the end of the then-current Term, including, without limitation, unbilled charges and monthly recurring charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your Service. You shall not attempt to hack or otherwise disrupt the Service, modify call signaling or Automatic Number Identification information, engage in call spoofing, or make any use of the Service in a manner that is unlawful or that is otherwise 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 any Equipment or 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 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, Equipment, Devices, and/or Customer Premises Equipment used in conjunction with the Service. Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and FlexIP 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, Equipment, Devices, or Customer Premises used in conjunction with the Service, regardless of whether such use was intended or authorized by Customer. Customer shall defend, indemnify and hold harmless FlexIP Solutions from and against all costs, expenses, claims or actions arising from fraudulent calls of any nature transmitted using the Service, Equipment, Devices, or Customer Premises Equipment used in conjunction with the Service. Customer shall not be excused from paying FlexIP Solutions monthly rental payments on the basis of fraudulent calling. It is understood that FlexIP Solutions is under no obligation to investigate the authenticity of calls made using the Services, Equipment, Devices, or Customer Premises Equipment used in conjunction with the Service 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.
a. Retail Customers. We will not accept any Customer Premises Equipment returned to us from a Retail Customer. 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 from which the Customer Premises Equipment was purchased.
b. Customers with FlexIP Solutions-Provided Equipment or Devices. Customers who use FlexIP Solutions-provided Equipment or Devices must return the Equipment or Devices to us within five (5) days of the termination of Service provided that:
• The Equipment or Devices are in original condition, reasonable wear and tear excluded;
• The original proof of purchase is returned with the Equipment or Devices, together with the original packaging, all parts, accessories, and documentation;
• Prior to returning the Equipment or Devices to us, you obtain a valid return authorization number from our customer care department, which can be reached at info@FlexIPSolutions.com. This email address is being protected
• You pay all costs of shipping the Equipment or Devices back to us.
Failure to return any Device or Equipment provided to Customer by FlexIP Solutions in the timeframe stated above will result in the immediate imposition of equipment loss charge to Customer of no less $1,500 and no more than $5,000.
If you receive cartons, Equipment, 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 info@FlexIPSolutions.com.
2.10 Number Transfer on Service Termination. Upon the termination of your Service and at your request, we will release to your new service provider the telephone number used in connection with your Service if such new service provider is able to accept such number.
2.11 Service Distinctions. The Service is not a traditional telecommunications service and we provide it on a commercially reasonable 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 or Device from FlexIP Solutions, you will bear all risk of loss of, theft of, casualty to or damage to the Equipment or 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 addressed 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 to us from your local phone company or other provider 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 Change in Law. The rates set forth in the Agreement are subject to the imposition of new laws or regulations, modifications of existing laws or regulations, and/or new or clarifying interpretation, application or enforcement of, or exercise of authority related to, any law or 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 (“Change in Law”). FlexIP 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 Change in Law, including, without limitation, the impact of any actions by third parties in connection with such Change in Law.
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 (7) days after receiving your credit or debit card statement if you dispute any FlexIP 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:
FlexIP Solutions Inc. Attn: Customer Care 150 River Road Suite I-1
Montville, NJ 07045
3.3 Payment and Collection.
a. Payments. We only accept payment by credit or debit card, unless other payment terms have been explicitly agreed to in writing by FlexIP Solutions. 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 your 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, if your credit or debit card expires and you have not provided us with a valid replacement credit or debit card, or in the event 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 amount of remaining charges from the date of termination through the end of the then-current Term, including, without limitation, unbilled charges and monthly recurring charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your Service.
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 FlexIP 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
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 FlexIP Solutions is required to collect on its services; (2) fees imposed by governmental or quasi- governmental agencies that FlexIP 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 FlexIP 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
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.
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 FlexIP 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 Surcharge
This surcharge is imposed by local jurisdictions to fund the 911 Emergency Systems.
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 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 FlexIP 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 FlexIP Solutions to recover the costs associated with the collection, processing and payment of any tax, fee or surcharge imposed upon FlexIP Solutions or that FlexIP Solutions must and/or does collect on customer invoices which it must then remit to the applicable tax jurisdiction or regulatory body. This includes FlexIP Solutions’ internal costs associated with compliance with any regulatory agency.
Cost Recovery Fee
This is a fee that allows FlexIP Solutions to recover regulatory fees and expenses incurred by FlexIP 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, FlexIP Solutions’ costs of purchasing local access service from LECs, which include regulatory fees that LECs assess on or pass through to FlexIP 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
FlexIP Solutions will charge a 5.5% fee in conjunction with various governmental taxes and surcharges, levies and administrative costs that FlexIP 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. FlexIP 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 FlexIP Solutions’
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
• 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 FlexIP Solutions a duly authorized tax exemption certificate, FlexIP 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 FlexIP Solutions as required by FlexIP Solutions in its sole discretion. If FlexIP Solutions collects a tax and such tax or the collection thereof is found to be invalid or unenforceable, and solely if FlexIP Solutions retained such amount or such amounts were returned to FlexIP Solutions by the taxing jurisdiction, in its sole discretion FlexIP 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 FlexIP Solutions may, but is under no obligation to, use commercially reasonable efforts to obtain a resolution to customers in that jurisdiction. FlexIP Solutions reserves the right to collect taxes retroactively in its sole discretion. FlexIP 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 FlexIP 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 FlexIP 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 2,500 minutes of usage;
• You cancel your Service within the 30-day period; and
• For Customers who have received FlexIP Solutions-provided Equipment or Devices, you return the Equipment or Devices to us within five (5) days of the termination of Service in accordance with the requirements set forth in Section 2.9.b., above.
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 FlexIP 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 FlexIP Solutions directory assistance.
3.9 Charges for Conference Bridge Calls. We will charge you per minute for each caller who calls into your conference bridge. 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, Device, network or facility failure;
• Equipment, Device, 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, Device, network or facility shortage;
• Equipment, Device or facility relocation;
• Service, Equipment, Device, 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, Equipment or Device provided to you; or
• Any other cause that is beyond our control, including, without limitation, a failure of or defect in any Equipment or Device, the failure of an incoming or outgoing communication, or 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 FLEXIP 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 BUT NOT LIMITED TO 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 FlexIP 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 FLEXIP 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 FLEXIP SOLUTIONS’ OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY FLEXIP SOLUTIONS OR FLEXIP
SOLUTIONS’ AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
4.5 Device and Equipment Warranties.
Limited Warranty. Except as set forth herein, if you received a Device or Equipment new from us and the Device or Equipment included a limited warranty at the time of receipt, you must refer to the separate limited warranty document provided with the Device or Equipment 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.
No Warranty. If a Device or Equipment did not include a limited warranty from the manufacturer at the time of receipt, you are accepting the Device or Equipment “as is”. You are not entitled to replacement, repair or refund in the event of any defect.
OTHER THAN WARRANTIES AS TO THE DEVICE OR EQUIPMENT EXPRESSLY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE OR EQUIPMENT 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 OR EQUIPMENT 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 EQUIPMENT 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 OR EQUIPMENT.
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.
4.8 Recording Conversations. FlexIP 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.
5.1 Governing Law. The Agreement is governed by the laws of the State of New Jersey 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, below, you shall submit to the personal and exclusive jurisdiction of the courts located within the State of New Jersey 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 FlexIP 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, Equipment 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 Morris County, New Jersey. 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 arbitrator 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, MORRIS COUNTY, NEW JERSEY.
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 FlexIP 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 FlexIP 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 FlexIP Solutions at its sole discretion, however, FlexIP Solutions will make commercially reasonable attempts to notify Customer (including through billing notes) of such changes.
Last Updated: June 7, 2021. FlexIP Solutions Inc. is a trademark owned by FlexIP Solutions Inc.