Service Terms & Conditions

SERVICE AND EQUIPMENT SALES AGREEMENT

IN CONSIDERATION OF THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

1. OBJECT

• 1.1 The Client retains the services of the Provider for the procurement of services and features (the "Services") and equipment (the "Equipment") as more fully described in Annex A hereto (the "Proposal"), which Services and Equipment the Provider undertakes to deliver in accordance with the specifications agreed upon herein.
• 1.2 The Provider reserves the right to delegate and/or subcontract all or part of the execution of the Services, if applicable, at its sole discretion, with the understanding between the parties that the Provider will make reasonable efforts to inform the Client of such delegation or subcontracting, and that at all times, the Provider shall remain responsible for the Services under the terms hereof.

2. DURATION OF THE AGREEMENT AND RENEWAL

• 2.1 This Agreement shall be effective for a period of five (5) years from the effective date determined by the parties (the "Term"). The prices and amounts outlined in the Proposal (the "Prices") are guaranteed for the initial Term of the Agreement.
• 2.2 Provided that the Client has not materially breached any obligations under the Agreement during the Term, and is not in breach at the time of renewal, the Agreement shall automatically renew on each anniversary of the Agreement for an additional five (5) year period, under the same terms and conditions herein, except for the Prices. The Client shall receive a written notice of the automatic renewal at least 120 days prior to the renewal date. The notice shall include instructions on how to cancel the renewal and the applicable cancellation deadline, in compliance with state and federal laws governing automatic renewals. The Prices shall be subject to adjustment to the Provider's then-current prices generally applicable to business clients at the time of renewal (the "Adjusted Prices").
• 2.3 The Client wishing not to renew the Agreement must notify the Provider in writing no later than ninety (90) days before the expiration date specified in clause 2.2 above. Failure to provide such notice shall result in the automatic renewal of the Agreement for the same period as set forth in Clause 2.1.

3. CONSIDERATION

• 3.1 In consideration of the Services and Equipment provided, the Client agrees to pay the Provider, on a monthly basis, the total amount of the monthly Prices specified in the Proposal, which Proposal outlines the breakdown of Prices and terms related to the Services and Equipment (the "Service Fees").
• 3.2 In addition to the Service Fees, the Client agrees to pay (i) all package modification, reactivation, and administrative fees charged by the Provider, and (ii) all fees and expenses related to Equipment not otherwise covered by any warranty, in each case, during the Term and any renewal thereof, in accordance with the Provider's price lists or modified prices.
• 3.3 To the extent that the Client requires services and equipment that are not otherwise covered by the Services and Equipment specified in the Proposal, the Client agrees to pay the Provider the costs associated with such services and equipment, at rates then applicable to all business clients of the Provider.
• 3.4 The Client shall pay the Provider, in addition to the amounts specified in clauses 3.1 and 3.2, all applicable federal, state, and local taxes.
• 3.5 The amounts mentioned in this section shall be paid to the Provider on a monthly basis upon receipt by the Client of an invoice from the Provider detailing the Services and Equipment provided in the previous month. The Provider reserves the right to implement a pre-authorized debit payment system, and the Client agrees to cooperate with the Provider in the implementation of such a system.
• 3.6 Any payment balance made after the applicable due date shall accrue interest at the lesser of one-half percent (.5%) per month or the maximum rate permitted by applicable U.S. state law, starting from the first day of the due date.

4. PROVIDER'S OBLIGATIONS

• 4.1 The Provider shall assume sole control and direction over the Services provided. The Provider shall determine the methods used and shall be responsible for all operations, actions, and omissions in the provision of the Services.
• 4.2 The Provider undertakes to obtain and maintain all necessary permits, licenses, and other authorizations validly throughout the Term, in accordance with all applicable laws and regulations.
• 4.3 The Provider shall provide qualified manpower for the proper execution of the Services and installation of the Equipment.
• 4.4 The Provider shall provide the Services during the Term in compliance with the service level standards established in Annex B and provided on the following link:
• https://www.voxsun.com/en/sla-policy/
• 4.5 The Provider shall provide the Client, either by direct transmission or through updates on its website, with copies of all manuals and/or written directives, as well as any updates thereof, related to the use of the Services and Equipment. The Client understands and acknowledges that the manuals, directives, and subsequent updates remain at all times the exclusive property of the Provider.
• 4.6 The Provider agrees to provide the Client with occasional (as-needed basis, as reasonably determined by the Provider) technical assistance regarding the Services and Equipment.

5. WARRANTY ON EQUIPMENT

• 5.1 In addition to the manufacturer's warranties applicable to the Equipment, the Provider warrants that said Equipment shall be free from defects in workmanship or material for a period of one (1) year for phones and thirty (30) days for unopened routers, headsets, and switches from the date of Client’s receipt of said Equipment by the Client (hereinafter, the "Warranty Period").
• 5.3 This warranty shall not apply: (i) if the Equipment has been altered, modified, or repaired by a third party not authorized by the Provider; (ii) if defects are attributable to misuse, moisture or liquids, an accident, abuse, negligence, or misappropriation of said Equipment; and/or (iii) in the case of impacts, scratches, and/or abrasions on the surface of the Equipment.

6. CLIENT’S OBLIGATIONS

• 6.1 The Client agrees to utilize the Services and Equipment in compliance with all Terms of Use established by the Provider, as amended from time to time, which the Client shall adhere to without deviation. For the purpose of this Agreement, "Terms of Use" refers to all directives, requirements, and written procedures outlined in manuals and written communications provided by the Provider or made accessible to the Client through the Provider's website periodically, including any subsequent updates, applicable to all business clients of the Provider, as well as all terms and conditions outlined herein concerning the utilization of the Services and Equipment.
• 6.2 The Client undertakes to furnish the Provider with all requisite access rights and pertinent information necessary for the realization, installation, and technical upkeep of the Services and Equipment.
• 6.3 The Client commits not to employ or allow the usage of the Services and/or Equipment for purposes other than those essential to its regular business operations.
• 6.4 The Client pledges to utilize the Services and Equipment in accordance with all pertinent laws and regulations. Specifically, the Client agrees not to engage in abusive, defamatory, deceptive, fraudulent, harassing, intrusive, and/or similar conduct through the Services and Equipment.
• 6.5 The Client agrees to maintain the Equipment, adhere to the minimum requirements delineated in the Terms of Use, and undertake necessary updates to ensure the optimal operation of the Services and Equipment, unless otherwise instructed in writing by the Provider. In this regard, the Provider shall not be held liable for any service disruptions or slowdowns surpassing the thresholds specified in the service level standards outlined in Annex B resulting from a breach of the Terms of Use, including, but not limited to, failure to maintain equipment and the Client's failure to appropriately install applications and/or associated updates.
• 6.6 The Client shall bear responsibility for all fees associated with reactivation and/or recovery stemming from service interruptions or suspensions exceeding the thresholds established in the service level standards outlined in Annex B due to the Client's violation of the Terms of Use.
• 6.7 The Client acknowledges that the Provider's websites, accompanying software utilized for the provision of the Services by the Provider, business names, trademarks, logos, domain names, as well as all information, documents, and/or manuals provided by the Provider, including the Terms of Use, are solely owned by the Provider and are safeguarded by intellectual property rights. The Client agrees not to use the Provider's intellectual property without explicit authorization.
• 6.8 The Client acknowledges that all identifying information, including, but not limited to, the Client's account number with the Provider, PIN, email address, IP address or webpage address, and access code ("Identifiers"), are the property of the Provider, which reserves the right to amend or revoke them at any time upon providing the Client with thirty (30) days' notice for this purpose. Only the phone number remains the exclusive property of the Client.
• 6.9 The Client agrees to maintain all Identifiers or other associated information pertaining to its account with the Provider up to date.
• 6.10 The Client commits to ensuring that any individual utilizing the Services and Equipment with the Client's authorization ("Authorized Third Party") will also be bound by the obligations outlined in this section 6; notwithstanding, the Provider shall not be held liable for any direct or indirect damages resulting from the use of the Services and Equipment by the Client or an Authorized Third Party, regardless of their nature, pursuant to the provisions of section 8 herein.

7. DISCLAIMER OF LIABILITY

• 7.1 The Provider shall not be liable for circumstances impacting the quality of the Services and Equipment, encompassing, but not limited to, power outages, internet network fluctuations and interruptions, functionality issues with the Client's data and Wi-Fi services, as well as any challenges related to internet traffic and the Client's server. Consequently, the Client shall bear all losses, damages, or harm incurred or directly or indirectly linked to such circumstances.
• 7.2 The Provider shall not be accountable for any losses, damages, or harm incurred or directly or indirectly associated with any delay, failure to deliver Services and/or Equipment, interruption, or degradation of quality, including, but not limited to, those caused by any of the following:
• 7.2.1 an act or omission by a carrier, service provider, distributor, or intermediary third party;
• 7.2.2 Equipment or installation failure;
• 7.2.3 modification or improvement of Equipment, network, or installation;
• 7.2.4 force majeure (including but not limited to acts of God, natural disasters, pandemics, terrorism, government actions, or labor disputes);
• 7.2.5 equipment or installation shortage;
• 7.2.6 equipment or installation relocation;
• 7.3 The Client agrees and commits to indemnify and absolve the Provider from any claim, action, damage, liability, or expense of any nature resulting from any personal or material damage arising directly or indirectly from the Client's utilization of the Services and Equipment, except for any claim, cause of action, damage, liability, or expense resulting from the negligence or fault of the Provider.

8. TERMINATION AND PENALTIES

• 8.1 The Provider reserves the right, upon written notice of thirty (30) days, to suspend, interrupt, or terminate the Services if the Client violates any of its obligations under the Agreement, and the Provider shall not be liable for any losses, damages, or harm incurred by the Client due to such suspension, interruption, or cancellation of Services.
• 8.2 The Client may unilaterally terminate the Agreement only if the Provider fails to comply with any of the terms, conditions, or substantial obligations under the Agreement, provided that the Provider has not corrected such default within fifteen (15) days from the date of receipt by the Provider of the Client's written notice informing of such default. In such case, the Client shall be responsible for payment of all Services provided under the Agreement until the date of termination.
• 8.3 Upon termination of the Services pursuant to this Section 8, the Client agrees to execute and deliver to the Provider all Equipment and documents in its possession belonging to the Provider, and to take all necessary steps to discontinue its use of the Marks, Identifiers, and Services, without recourse against the Provider for any damage, inconvenience, or harm that may have been caused directly or indirectly by the cancellation of the Agreement.
• 8.4 The Client acknowledges and agrees that the Prices and Adjusted Prices relating to the Services and Equipment are based on a volume pricing formula as well as the duration of the Term or any renewal of the Term. Accordingly, the Client hereby acknowledges and agrees that if, during the Term, or during any renewal period, the Client were to terminate or cancel in whole or in part the Services contracted under the Agreement, the Client would still be liable for payment of penalties calculated as follows:
• 8.4.1 The year in which the termination occurs must be paid in full, meaning that the Client must settle all fees for that year;
• 8.4.2 For subsequent years, the Client shall be liable for actual damages incurred by the Provider, including unpaid balances for services rendered, but not exceeding the equivalent of nine months’ service fees, as allowed by applicable U.S. state law.
• 8.5 The same applies if the termination results from a breach by the Client of any of its obligations under the Agreement.

9. INTERPRETATION

• 9.1 Implicit Waiver. The fact that a party hereto has not insisted on the full performance of any obligations contained in the Agreement or has not always exercised any of its rights conferred therein shall not be construed as a waiver for the future of such rights or the performance of such obligations. Unless expressly provided otherwise, any waiver by one of the parties hereto of any of its rights shall be effective only when made in writing, and such waiver shall be attributable only to the rights and circumstances expressly referred to therein.
• 9.2 Partial Invalidity. Each provision herein constitutes a separate whole so that any decision of a court that any provision herein is void or unenforceable shall in no way affect the validity of the other provisions herein or their enforceability.
• 9.3 Applicable Law and Jurisdiction. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising under or related to this Agreement shall be resolved exclusively in the courts of Delaware.
• 9.4 Preamble and Appendices. The preamble and the appendices contained in this agreement form an integral part thereof.
• 9.5 Amendment. This agreement may be amended or changed in whole or in part by the parties, but any change or modification shall take effect only when evidenced by writing duly signed by all parties hereto.
• 9.6 Currency. Unless otherwise indicated, all dollar amounts referred to in this contract are in U.S. currency.
• 9.7 Precedence of the Agreement. The parties agree that in the event of any conflict between the terms and conditions of the Agreement and those of any other document related to the herein described Terms of Use, the terms and conditions dictated in the Agreement shall prevail.
• ANNEX B - Service Level Standards
• Service Level Policy
• 1. Introduction
• VoxSun is committed to providing you with a reliable and professional-quality IP telephony service. This document summarizes the desired service availability level as well as VoxSun's obligation to ensure this service level, as described below.
• 2. Definition and Scope
• Level 1 Support - Support provided by VoxSun agents or resellers to the end user.
• Level 2 Support - Support provided by VoxSun staff to VoxSun agents and resellers, as well as end users.
• Hours of Operation: Monday to Friday, 8:00 a.m. to 5:30 p.m. EST After-Hours Support: Any time not included in our hours of operation.
• This service level agreement pertains to services directly offered by VoxSun. It encompasses equipment, software, and network infrastructure under VoxSun's control. Services provided by third parties related to IP telephony (Internet Service, end-user equipment, etc.) are governed by the SLAs of those third parties.
• 3. Support Request
• End users of VoxSun can report errors directly to our support team.
• End users of VoxSun agents or resellers should first contact their agent or reseller to resolve the issue. If such resolution is not possible or if it does not rectify the error, a Level 2 support request may be submitted to VoxSun. VoxSun agents/resellers will be responsible for support fees if the error occurred due to mishandling by said resellers or agent.
• Support requests can be initiated through four channels:
• • Email: [email protected]
• • Support ticket submission via the support portal: http://www.voxsun.com/support
• • Phone: 1-877-986-9786
• • Online chat with a support representative on our website.
• 4. Response Time
• VoxSun commits to addressing support requests within 2 hours of submission. For requests outside of regular business hours, response times may range from 4 to 8 hours. VoxSun will provide information on the nature of the request and estimate the time required for resolution.
• 5. Repair Time
• Repair time refers to the duration from error detection to telephone service restoration for standard usage.
• Targeted repair time (during business hours): a maximum of 4 hours Targeted repair time (outside of business hours): a maximum of 8 hours
• 6. Planned Service Interruptions
• Interruptions may be necessary for hardware maintenance and operational tasks. They may also result from external providers supplying services to VoxSun.
• Planned interruptions will occur outside regular business hours. VoxSun will provide at least 1 business days’ notice for scheduled service interruptions. Notifications will be sent to users and agents/resellers via email.
• VoxSun will notify all users and agents/resellers by email. It is the responsibility of users and agents/resellers to maintain up-to-date email addresses registered with VoxSun.
• In urgent service interruption situations, VoxSun reserves the right to interrupt service without notice. However, VoxSun will endeavor to notify end users and agents/resellers before service interruption occurs, whenever feasible.
• 7. Service Uptime
• Service uptime represents the percentage of time the IP telephony service is available to end users over a year.
• • Service uptime is calculated for VoxSun infrastructure only.
• • VoxSun infrastructure excludes end-user hardware and Internet connections. Targeted Service Uptime: 99.99%
• 8. Agreement Stipulations for Service Level
• VoxSun is committed to achieving the service levels outlined above.
• The aforementioned service availability applies to installations under VoxSun's direct control.
• 9. Acceptance
• By continuing to use the services offered by VoxSun, you agree to the terms of this service level policy.

10. Messaging Terms & Conditions

• By opting in, you agree to receive text messages (2FA, account notifications, customer care, marketing contents, and delivery notifications) from Voxsun Inc. Message frequency varies. Message and data rates may apply. Text HELP or email us at [email protected] for support. You can opt out at any time by replying STOP.