Master Service Agreement

Altaworx, LLC – Customer Agreement

Altaworx, LLC. (“Altaworx ” or “the Company”) shall provide, and the Customer (“Customer” or “You”) shall pay for, the Service indicated on the attached Service Order in accordance with the following Terms and Conditions contained herein. By Customer signature of an Altaworx Service Order and this Agreement with its respective Terms and Conditions, Customer is entering into a legally binding Agreement for Service with Altaworx.

 

1. EFFECTIVE DATE & TERMS.

This Agreement shall become effective on the date that Customer’s signed Service Order is accepted by Altaworx. Unless otherwise agreed to in writing by Altaworx, all service shall be provided for a minimum service term, as indicated on pages of the Service Order. Such term shall commence on the date upon which the Service is made available for use by Customer even if Customer does not use the Service, and shall continue until the expiration of the term or until this Agreement is otherwise terminated as set forth herein, whichever comes first. See the Billing Start Date Guide for examples of billing start dates based on service delivery availability. Upon Service Order expiration, the Service Order shall automatically renew in one (1) year intervals until and/or unless the Service Order is formally terminated by Customer. In the case of an upgrade placed by Customer for and to an existing circuit(s) related to a specific Service Order Form, Customer acknowledges that Customer may incur a 30 day overlap of billing to ensure continuity and operability of service. Further if such billing overlap does exist Customer affirms and agrees that they shall make full payment to Altaworx for any service overlap.

a) Availability & Service Delivery.

(i) Availability. The Services and equipment are offered subject to the availability of the necessary facilities, power, services, and equipment, and subject to the provisions of this Agreement. Altaworx shall not be responsible or liable in any manner for delay in installing or providing Service or equipment ordered by Customer. Customer agrees that they meet all requirements and considerations to undertake and use the Altaworx Services.

(ii) Service Delivery. Altaworx will notify Customer of the In-Service Date (Service Availability Date) which is the date when the Service has been successfully installed and is available for Customer’s use with such installation performed either by Altaworx or by Customer. When Altaworx makes the Service available to Customer, but Customer is not ready to accept Service delivery or use of the Service, such billing shall commence on the In-Service Date as Customer’s Service is provisioned and available for use. Failure by Customer to use the Service commencing on the In-Service Date shall be deemed as an automatic acceptance of Service even if the Service is not used by Customer. Unless provided however Customer has provided prior written notification to ALTAWORX before commencement of the In-Service Date.

(iii) Altaworx, LLC makes no representation regarding the speed of any Internet or web-based service. Actual speeds may vary and are not guaranteed. Multiple factors and considerations affect speed including, without limitation; the number of workstations, terminal device(s) and other forms of hardware using a single connection to access the internet or wireless connections. Altaworx, LLC makes no representation, guarantee or warranty of any kind or nature regarding the suitability of Altaworx’s Services for any use other than for data, VoIP, and Internet access as intended and defined in the Service Order and the Altaworx, LLC Acceptable Use Policy. Customer hereby agrees and acknowledges that Customer does not have rights and ownership interest in any Altaworx obtained IP Addresses, and upon termination of the Agreement, Customer agrees that all rights to access and right to use such IP Addresses shall terminate immediately. Additionally, Customer shall use all IP addresses associated with Customer’s account under all guidelines of the Altaworx, LLC Acceptable Use Policy. If Customer is not in compliance with such use related to IP addresses, Altaworx has the sole right to halt, suspend and/or terminate Customer’s use of such IP address(es). Additionally, Altaworx shall have the right to change, reposition and/or modify any Customer IP address as any time and in any manner.

b) Local Number Portability (LNP). The process of porting numbers must be scheduled in advance in order to provide continuity of service when switching between providers. Altaworx will coordinate with Customer on the timing of the port based on circuit and equipment availability. In the event that Customer’s site/service location is not ready for porting outside the connection and equipment provided by Altaworx, there may be charges incurred if porting is cancelled or supplemental before the number port occurs. A charge of $10 Non-Recurring Charge (NRC) per telephone number may be incurred if the port is canceled or supplemental more than 48 hours before the Confirmed Port Date. A charge of $75 Non-Recurring Charge per telephone number may be incurred if the port is cancelled or supplemental within 48 hours before the Confirmed Port Date. A Reinstatement/Snap-Back charge of $400 per telephone number may be incurred if the port is cancelled within 24 hours of the Confirmed Port Date.

c). Use of Service. Altaworx Services provided to Customer by Altaworx may only be used in accordance with all applicable laws, statutes, regulations and rules, and in accordance with; (i) normal acceptable business use, (ii) in accordance and compliance with city, county, state and Federal laws; and, (iii) Services are not to be used for any illegal purpose and such lawful and acceptable use is to binding on Customer. Transmission, promulgation, theft, procurement of, communication, alteration, publication or storage of any information, protected material/property, data or material in violation of any United States Federal, state. or local law, statute, regulation or rule is strictly prohibited. The aforementioned includes, but is not limited to, any material, data, matter, software or software code, or intellectual property protected by copyright, trademark, privacy or other proprietary, personal or property right, trade secret, or any other statute.

(i). Customer is solely responsible for the adherence to any and all laws, statutes, rules and regulations pertaining to: (a) Customer’s use of the Altaworx Services, (b) the use of any networks connected to the Altaworx Services, and, (c) the communications means by which Customer connects their router, PC, terminal or any other equipment to use and access the Altaworx Services. Customer is responsible for managing all the activity occurring through use of the Voice service, including the activity of its End Users, employees, independent contractors, affiliates, third parties and agents. At all times Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications and the transmission of technical or personal data.

(ii) It is unlawful and a violation of this Agreement to communicate, transmit, or promulgate in any matter, means or medium, any threatening, harassing, or obscene material, and communication of any sort, or, to otherwise use the Altaworx Services for any illegal, unlawful purpose and/or to violate any stipulations as specified in the Altaworx Acceptable Use Policy (“AUP”) www.altaworx.com/terms. Altaworx will have full rights to undertake any steps as prescribed herein this Agreement without limitation suspension or cancellation of use of Customer’s Service in the event Customer is in violation of the then current AUP. Suspension or termination of Service by Altaworx shall not relieve Customer of any outstanding payments, or termination charges which may be imposed by Altaworx.

 

2. BEST EFFORT SERVICES. Not all Services have a Service Level Agreement (“SLA”). SLA’s provide guarantees of uptime and throughput on connections provided by Altaworx. An example of a product that may come with an SLA would be a Managed Internet Service (“MIS”) circuit in reference to a T1, T3, Fiber, and like or similar services. DSL and Cable Broadband connections among others do not come with an SLA and therefore are Best Effort products. Speed and connectivity are based on network availability and can be influenced by weather and/or network congestion. Altaworx is not liable for the consistency or availability of Best Effort products that do not have an SLA.

a) Altaworx is not responsible for any Service interruption, delay, degradation, transmission error, operational failure, or unavailability at any location when Altaworx is not providing Customer Service to the Internet. Altaworx is not responsible for any Service related issue experienced by Customer and Customer shall not be entitled to any Service Credits as defined in Agreement any other remedy, including, without limitation, Customer’s right to terminate and/or cancel the Service in this instance.

b) Altaworx shall at its sole discretion agree to make commercially reasonable efforts to work with Customer to try to identify, address, and resolve any Service issue and support Customer in dealing with their Internet Service Provider. However, Altaworx is not able to guarantee the restoration of Service or resolve this issue on behalf of Customer in the event Altaworx is not providing Internet Services and Customer will not be relieved of its payment obligations to Altaworx in the event the Service issue is related to loss of connectivity with Customer’s Internet Service Provider.

 

3. FINANCIAL TERMS: SERVICE & RATES, BILLING & PAYMENT TERMS AND ADDITIONAL CHARGES. The fees for service are as set forth on the attached Service Order and additionally in this Agreement.

a) Service & Rates. Initial rates for the Services are set forth on the pages of the Service Order or in any separate pricing forms furnished to Customer, except where otherwise required by applicable law or the provisions of this Agreement applicable to Services and/or term plans. Altaworx may revise the rates for service from time to time, without prior notice, to reflect changes in regulatory imposed fees, the cost to provide service, service charges and tariffs or otherwise. Altaworx reserves the right to move Customer to a different service or rate plan if usage or other criteria are not met for the plan to which Customer has subscribed or in which Customer currently is enrolled. Tariff rates may be applied depending on the carrier purchased for automatic renewals.

b) Invoice Delivery. Unless otherwise agreed to in writing all invoices shall be delivered electronically to the email address on file designated by Customer’s primary contact of Customer’s Account. Customer agrees that it is their obligation to at all times keep current all account information as accurate and correct. Customer agrees that Altaworx invoices that may be sent to incorrect, obsolete, old and/or non-updated email address do not relieve Customer from its payment obligation to Altaworx.

c) Invoice Frequency & Payment. Unless otherwise specified, Services are provided and invoices are issued on a monthly basis for all Monthly Recurring Charges (“MRC”) actual usage of Service. In the case of a partial month’s Service, the initial invoice shall include any pro-rated charges for the current month and the first full month of service. Any additional usage for the preceding month shall be billed in arrears on the following month’s invoice. For all monthly invoices payment is due on the date set forth on the invoice as the due date. And if no such date is identified, the invoice is payable no later than fifteen (15) days from the date of the invoice. Any amount not paid within twenty-five (25) days after the invoice date shall bear interest commencing on the invoice date and continuing through the date payment is received, at a rate equal to the lesser of 1.5% per month or the highest rate permitted by law. In addition, invoices not paid by the twenty-fifth (25th) day from the invoice date will not be eligible for any quoted volume or term discounts. Customer is responsible for paying the entire amount billed on the invoice, including reasonable disputed charges, whether or not documented in writing to Altaworx. Any dispute resolved in Customer’s favor shall be credited next bill.
(i) In the event Customer has not provided payment to Altaworx within 45 days from date of invoice, Altaworx in its sole discretion has the right to disconnect Customer for non-payment. Prior to disconnection of Customer account, Altaworx will attempt to collect the balance due and owed by Customer by: (a). sending no less than four (4) emails to Customer’s email address on file, (b). placing four (4) phone calls to Customer at the then current Customer number of file, and; (c). sending one (1) formal collections letter to Customer at the then current physical address which Altaworx has on file.

d) Installation, Equipment and One Time Fees. Any set-up, installation, or equipment charges and subscription fees shall be paid in advance prior to and/or at the time of or delivery of equipment or service, or invoiced to Customer by Altaworx on Customer’s first invoice in either manner or form in the sole discretion of Altaworx.

e) Billing Errors. Altaworx’s obligation with respect to any errors resulting in Customer overpayment for Service and/or equipment is limited to granting invoice credits equivalent to the dollar amount(s) of the overpayment. Under no circumstances will any billing error affect Customer’s obligation to pay for Services and/or equipment provided by Altaworx.

f) Unbilled Usage. At any time and for a period of no more than one hundred twenty (120) days from the date of any given Customer invoice, Altaworx in its sole discretion has the right to charge, and Customer agrees to remit payment for any and/or all charges attributed to Customer account, and also Customer phone numbers and calls which may have been unbilled but used by Customer. This includes but is not limited to actual usage, switched access charges, data charges, third party telecommunications providers or underlying carrier charges.

g) Back Billing. Under 47 U.S. Code § 415. Limitations of Actions; Section (a) Recovery of Charges by Carrier; Altaworx, LLC (as Carrier) has the right when, as applicable and at the sole discretion of Altaworx, LLC, to invoice Customer for and if necessary seek all actions at law for recovery of their lawful charges, or any part thereof, which shall be begun within two years from the time the cause of action accrues, and not after.

h) Third Party Charges. Customer may incur charges from third party services that are separate and apart from the amounts charged by Altaworx. These may include, without limitation: Over the Top (OTT) charges, switched access fees from underlying carriers, soft phone fees, additional calling devices or plans which Customer may elect to use in connection with the Services offered by Altaworx, and/or calls resulting from Customer purchasing or subscribing to other offerings with other service providers via their Internet Connection. Customer agrees that all such charges, including all applicable taxes, are Customer’s sole liability and responsibility.

i) Taxes. Federal, state, local, county, municipal, and other government or regulatory agencies may assess taxes, including, without limitation, excise, franchise, sales, value-added and/or use tax, and real property taxes, surcharges or fees (“Taxes”) on Customer’s purchase, and use of Services, or equipment. Altaworx shall invoice Customer accordingly, by jurisdiction for any and all applicable taxes. Tax rates may change from time to time, with or without notice to Customer and Customer is responsible for the payment of all applicable Taxes in force and effect on Customer’s monthly invoice of taxes; which may be enacted and/or new in the future. Taxes are in addition to the charges paid for the Service and equipment. If and when Customer may be exempt from any or all Taxes; Customer must provide Altaworx with an original, valid exemption certificate that demonstrates Customer’s tax-exempt status. Any Customer tax exemption(s) shall only be applicable from, and after, the date that Altaworx receives and accepts Customer exemption certificate. The imposition of, or increase in, any taxes shall not constitute a Service rate increase and therefore shall not give Customer a right to terminate this Agreement or any Service Order.

j) Fees. In addition to any taxes imposed by governments or regulatory agencies, Altaworx reserves the right, at any time to charge or increase various fees (“Fees”), including, without limitation: E911 service fees, Service activation fees, Universal Service, Regulatory Recovery, and/or Cost Recovery Fees which may be considered as fees which recover costs associated with complying with Federal, State Public Service, or Public Utility Commission programs. These fees are subject to change at any time, without notice to Customer. The imposition of, or increase in, any fees shall not constitute a Service rate increase and therefore shall not give Customer a right to terminate this Agreement or any Service Order.

k) Professional Service & Technical Support Fees. Service calls shall be invoiced and are payable upon receipt of invoice. Service calls are assessed at $140.00 per hour and commence from the time phone support is engaged until the time the issue has been resolved. If the issue related to the service call is the fault of Altaworx, Customer will not be charged. If the issue related to the service call is the fault of Customer, Customer will be charged. In the case the issue which caused the service call is not determined as to which party caused the event, until the issue has been identified and remedied the party once identified will be the responsible party to incur the cost of the service call. In its sole discretion, Altaworx may elect to either repair or replace any affected equipment.

l) Sales and Service Credits. Customer’s sole and exclusive remedy to any form of requested refund shall be in the form of Service Credits. If Altaworx determines that Customer is entitled to receive Service Credit(s), the Service Credit shall apply to and appear on the following month’s invoice, and the Service Credit shall be deducted from the monthly invoice balance.

m) Verification and Credit Approval: Customer shall provide Altaworx with credit information as requested. Altaworx reserves the right to withhold initiation or implementation of service under this agreement pending credit review. Altaworx may require Customer to make a deposit at any time as a condition to acceptance of any service order submitted by Customer or as a condition to continuation of service. Such deposit shall be held by Altaworx as security for payment of charges, and Altaworx may draw upon such deposit without any notice to Customer immediately when such account becomes past due. At such time as the provision of service to Customer is terminated, the amount of any unapplied deposit shall be credited to Customer’s account and any credit balance which may remain, shall be refunded without interest thereon. In the event Customer’s order is provisioned prior to completion of verification and credit check, said provisioning shall be deemed conditional and may be canceled immediately in the event of an unsatisfactory credit report or failure on the part of Customer to provide a required deposit.

 

4. FRAUD. Customer is responsible for all charges which may be attributable to Customer Account with respect to the Services related to fraudulent use of Service, even if incurred as the result of fraudulent or unauthorized use of the Services. Customer agrees to notify Altaworx immediately if it becomes aware of any fraudulent or unauthorized use of any Service. Altaworx may, but is not obligated to, detect or report unauthorized or fraudulent use of Services to Customer. Altaworx reserves the right to restrict, suspend, halt, modify and/or discontinue providing any and/or all Service(s) to Customer in the event of suspected or actual fraudulent or unauthorized use by Customer. Altaworx shall not be liable to Customer in any manner for any damages whatsoever resulting from fraudulent or unauthorized use of any Service in the event Altaworx exercises the right to restrict Customer’s use of Service.

 

5. CONNECTIVITY. Customer is responsible for ensuring that any equipment at Customer’s premises connected to the Service, regardless of whether such equipment is provided by Customer or Altaworx, is fully protected and therefore protected from any potential and/or actual fraudulent or unauthorized access and use.

 

6. ALTAWORX LIMITED LICENSE GRANT. Altaworx grants Customer a highly limited, personal only, non-exclusive, non-assignable, non-transferable, license and fully revocable at the sole discretion of Altaworx. Such highly limited grant to use the equipment and any related software provided in conjunction with the delivery of Altaworx Services during the initial Term of the Service Order and any subsequent renewal terms will be at all times used in strict accordance with these Terms & Conditions. Any Altaworx documents incorporated herein by reference and Service shall only and solely be for Customer’s own internal business use. In the event of any cancellation, termination or expiry of these Terms & Conditions and Customer’s non-use of all license rights granted herein or in connection with any equipment, Software or any peripherals provided under this Agreement shall immediately terminate. Except as expressly provided herein, the highly limited license grant made by Altaworx to Customer does not in any manner or way convey any form of ownership or other rights, express or implied to Customer, without limitation: (a) the Services, (b) any materials provided in connection with the Plan Services, and/or, (c) in and of any Intellectual Property.

 

7. ALTAWORX INTELLECTUAL PROPERTY RIGHTS. Any Intellectual Property Rights in conjunction with the Altaworx Services, equipment, brands, logos, trademarks and/or word-marks, or any Intellectual Property related to technology that is used in the provisioning of Services thereof are, and shall at all times remain, the exclusive and sole property of Altaworx, its related third parties, affiliates, agents, and its licensors. All rights not expressly granted herein are reserved and retained by Altaworx and its third parties, affiliates, agents and its licensors, and no Intellectual Property rights or any other form or type of rights or licenses are granted at any time to Customer are assigned, granted, or transferred to Customer, its employees, affiliates, agents and independent contractors or any other party by estoppel, implication, or otherwise. Customer affirms, agrees and acknowledges that misuse of Altaworx Services may violate third party Intellectual Property in the equipment and/or software provided that is used in connection and Service delivery with the Altaworx Service. Customer is duly bound by the Confidentially Article as stated herein these Terms & Conditions and therefore Customer may not disclose any Intellectual Property rights in, and of the Altaworx Services and/or any equipment, software, program and/or Service functionally or delivery method related to same except as expressly contemplated by this section.

 

8. CUSTOMER LICENSE GRANT. Customer hereby grants a worldwide, perpetual, royalty-free license to Altaworx to use any and/ or all data and information submitted to Altaworx to perform the Services as provided for under these Terms and Conditions, the Service Order, and additional documents as incorporated herein by reference.

 

9. LIMITATIONS OF SERVICE AND EQUIPMENT. Customer may not be able to utilize the Service or equipment, if: (i) Customer equipment fails, (ii) the power required to operate Customer’s routers, modems, or any other equipment fails, (iii) Customer’s computer systems and network infrastructure experiences hardware or software problems and/or viruses, (iv) in situations where Altaworx is not the internet service provider and Customer’s internet service provider fails to provide adequate services for any reason, (v) Customer’s hardware or software is improperly installed, or, (vi) Customer is blocked or otherwise unable to access Altaworx network infrastructure. By using Altaworx Service and equipment, Customer agrees that the Service, equipment, and/or both may be limited in certain instances and may not be available 100% of the time. ALTAWORX will not be liable for errors in transmission or for failure to establish connections. Additionally, Customer acknowledges and agrees that the Service, equipment and/or both may not be compatible with Customer firewalls or fax machines.

 

10. CUSTOMER RESPONSIBILITY. Customer is responsible for all internal wiring, Customer Provided/Owned equipment, installation of hardware and software on Customer’s equipment, and arrangement of access rights for Altaworx including space for cables, and equipment as necessary for Altaworx authorized personnel to install, repair, inspect, maintain, replace, or remove any and all equipment provided by Altaworx. Upon request by Altaworx, Customer, in good faith with its landlord, property manager, and/or building owner, and Altaworx or its affiliates, to secure written building access approval if and as required. Customer shall provide a secured space with electrical power, climate control, and protection against fire, vandalism, and other casualty for equipment as applicable. Customer is responsible for ensuring that Customer equipment is compatible with the Service and the Altaworx network in the event Altaworx does not provide equipment to Customer. Additionally, Customer shall ensure that upon access approval Customer permits the installation upon the premises location occupied by Customer of all equipment necessary to provide Service pursuant to this Altaworx Agreement. Customer shall indemnify and hold Altaworx and its affiliates harmless from any claims of loss or damage to the premises by any third party, which claims are related in any way to Altaworx installation of equipment and provision of service.

 

11. EQUIPMENT. The parties agree that any and all Altaworx equipment deployed to Customer’s service locations will remain the property of Altaworx. Customer shall not permit others to rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any equipment without the prior written consent of Altaworx. The equipment shall not be used for any purpose other than that for which Altaworx provides it. Customer agrees (which agreement shall survive the expiration or termination of these Terms and Conditions) to allow Altaworx full and complete access to remove its equipment from the property. Altaworx may arrange to ship products or equipment to Customer. Title and risk of loss pass to Customer when Altaworx’s designated shipper delivers products to the address Customer specifies. Customer must notify Altaworx of damaged or missing items from Customer’s order within three (3) days after Customer receives product.

 

12. SERVICE MINIMUM. As certain considerations and discounts were extended based on the service term, as indicated on the pages of the Service Order, Customer must maintain all service quantities unless changes are agreed upon by both parties.

 

13. CANCELLATION/TERMINATION BY CUSTOMER. Cancellation/Termination by Customer requires sixty (60) days advance written notification to Altaworx along with Customer’s requested date of cancellation and shall be valid when accepted by Altaworx. Billing will cease thirty (30) days after the requested disconnected date. Customer termination will not relieve Customer of any due, payable, and owed charges to ALTAWORX or any charges which may be owed as a termination fee for the remainder of the Service Order term for the actual Services, equipment or both ordered by Customer. Customer shall pay Altaworx all charges for service provided through the effective date of such termination, plus 100% of the balance of the term’s Monthly Recurring Charges (MRC). It is agreed that Altaworx’s damages, if services were terminated prior to the expiration of the Agreement Term, would be difficult or impossible to ascertain. Accordingly, the terms of this paragraph are intended as liquidated damages and not as a penalty in the event of early termination. Termination of service shall not relieve Customer of its obligation to pay all fees for service accrued and owing up to and including the date of termination or any other amount payable to Altaworx.

 

14. CUSTOMER DEFAULT, DISCONNECTION, OR, SUSPENSION OF SERVICES AND/OR TERMINATION BY ALTAWORX. Altaworx at its sole discretion may suspend, restrict, cancel, or terminate its relationship with Customer, or may take any of the aforementioned actions related to Customer’s use of the Services in general, at any time and immediately if, including but not limited to: (a) does not make full payment of all invoiced charges by the due date and fails to meet its payment obligations. Any amounts which are not paid Altaworx within forty-five (45) days of the date of the applicable invoice and consequently, Customer shall forfeit all telephone numbers associated with the account, (b) Customer violates any clause, term, condition, or article as stated in this Agreement and/or violates the Altaworx Acceptable Use Policy, (c) due to a change in any applicable law, or change in and/or by any of Altaworx’s underlying carriers and other Service providers and/or partners, (d) Customer resells the Services, (e) Customer’s use violates any trade and economic sanctions, regulatory or governing policy imposed by a U.S. State or U.S. governing agency and/or Internationally, (f) if Altaworx decides to cease offering the Services to Customer in Customer’s jurisdiction, (g) if Altaworx is ordered by any law enforcement or other government agencies to suspend or terminate Service to Customer’s Account, (h) except to the extent prohibited by applicable Law, Customer files a petition for bankruptcy or if a petition for bankruptcy is filed against Customer and such petition is not dismissed within thirty (30) days after the effective filing date thereof, or a trustee or receiver is appointed over any of Customer’s relevant property, (i) Customer brings any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against Altaworx , its affiliated third parties and/or participates in any class action lawsuit against Altaworx, (j) Altaworx determines that the action of required to improve, maintain, preserve, or improve the delivery of Services to prevent misuse, fraud or misappropriation, or to preserve the integrity of Altaworx in general, its agents, affiliates, related third parties or its customers; and, (k) Altaworx shall not be liable to Customer in any manner or any third party for any reason when taking actions to halt, cease, modify, suspend, restrict and/or terminate Customer’s Service, (l) if Customer is found to have breached the Confidentially Clause as stated in this Agreement, or, (m) any combination of the foregoing thereof. Further at time of termination by Altaworx, Customer shall not be entitled to any refund, or disputed amount if applicable at the time of such action.

a) Effect. Altaworx shall effect such suspension, restriction and/or termination by preventing access to Customer Account, the Accounts which Customer may have purchased using a valid credit card, and Customer will not be able to access any of Altaworx Services upon termination of Customer’s relationship with Altaworx or if Customer effectuates cancellation of this Altaworx Agreement not defined in the prescribed manner. Further, all rights to use Altaworx equipment and the Services shall immediately terminate, and Customer agrees to immediately cease any and all use of the Altaworx Services.

b) Customer Default. Altaworx reserves the right to declare Customer in default in any instance specified above; causing the remainder of payments under this Agreement as a valid termination fee and Altaworx may also charge Customer additional fees, without limitation: outstanding balances and disconnection fees; which will be immediately due and payable. In the event any and/or all of the aforementioned are not immediately paid to Altaworx, Altaworx has the right to and will seek other remedies available by law. If Customer defaults, Customer is to pay Altaworx reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under this Agreement. Any act of Customer default accelerates payments to be due immediately.

 

15. ALTAWORX 911/E911. Customer understands that all of Altaworx calling services are Internet based and that the emergency services calling capabilities associated with the Service are different from those offered by traditional providers of local telephone services. Altaworx VoIP calling services are not meant to be relied upon in case of an emergency. While Altaworx attempts to provide access to emergency service, the Altaworx E911 VoIP Services feature is not intended to be used to support or carry emergency calls to any type of hospitals, law enforcement agencies, medical care units, or any other kind of emergency services. Customer should therefore maintain an alternative means of calling emergency services. Customer should not make excessive 911 calls. Excessive calls are classified as making more than three 911 calls per month for every 100 telephone numbers registered for 911. Should Customer make excessive 911 calls, there will be additional charges to access the system. Altaworx may change Customer’s E911 monthly recurring charge upon providing Customer with written notification. Additionally, Customer agrees that the Altaworx E911 disclosure shall be incorporated herein.

 

16. DISPUTES. In the event of any dispute regarding a billing invoice, Customer shall notify Altaworx in writing within fifteen (15) calendar days of the invoice date. Thereafter, said invoice shall be deemed to be correct and binding. Customer shall not seek legal or equitable remedies, including, but not limited to, injunctive relief, which would require Altaworx to continue providing service to Customer. Customers with Toll-Free numbers may be charged a $25 fee per change on each Toll-Free number. Customer will be charged a fee of 5% of the Monthly Recurring Charges (MRC) plus $0.50 per telephone number associated with the account for reactivation of any service due to non-payment. This Agreement and any disputes arising out of this Agreement shall be governed by and construed in accordance with the substantive and procedural laws and practices of the State of Alabama, without giving effect to conflicts of law. Any action commenced hereunder, or relating to any relationship between the parties, shall be brought exclusively in a court of competent jurisdiction in the State of Alabama. If a dispute arises and Altaworx refers Customer Account to an attorney for collection, Customer shall pay all costs of investigation, enforcement, and collection, including interest, court costs, fees, and attorney’s fees. Notwithstanding the cancellation or natural expiration of the term of this Agreement, and to the fullest extent permitted by law.

 

17. Choice of Law: Waiver of Trial by Jury: This Agreement, Service Order Forms and all other documentation as executed by Customer shall be governed by and construed in accordance with the laws of the state of Alabama without giving effect to any conflict of law principles thereof which might require the application of the law of another jurisdiction. Exclusive jurisdiction for litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this agreement, or the breach thereof, shall be only in the state or federal courts located in Alabama, Baldwin County, and Customer consents to said jurisdiction and venue in the courts of Alabama and waives any objections as to personal jurisdiction with respect thereto. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY THE OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES, THE RELATIONSHIP OF THE PARTIES, AND/OR ANY CLAIM OR DAMAGE RELATED THERETO.

 

18. Non-Waiver/Amendment: No provision of this agreement shall be deemed waived, amended, or modified by Altaworx unless such a waiver, amendment, or modification is in writing, signed by Altaworx.

 

19. Authority: Each party represents that it has the full right, power, and authority to enter into this agreement and to perform all of the obligations on its part contemplated herein.

 

20. Notices: Except where otherwise stated herein, any notice required or permitted to be given under this agreement shall be in writing and shall be sent to Customer at the mailing or e-mail address supplied on Page 1 of this Service Order and Agreement, and to Altaworx at 455 Magnolia Ave, Ste B, Fairhope, Alabama 36532-2220 Attention: Director of Administration. Either party may, at any time, notify the other of a change of address for notices, by giving written notice in accordance with this Paragraph.

 

21. Variances: The Terms and Conditions of this Agreement shall prevail notwithstanding any variance with the Terms and Conditions of any order submitted by Customer or the terms of any other Agreement between Customer and Altaworx.

 

22. Severability: If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

 

23. Assistance: If necessary, and if requested by Customer, Altaworx will provide commercially reasonable assistance to Customer in obtaining necessary facilities from the local telephone company through which Customer may use Altaworx service. Customer is responsible for such activity and is liable for any and all charges incurred therefore. Customer agrees to execute any additional documents necessary for the enforcement or operation of this Agreement.

 

24. Construction: The parties acknowledge that they have reviewed, and/or had the opportunity to review, the Agreement with counsel, and have had all of its terms explained to them to their full and complete understanding and satisfaction. They further acknowledge that this Agreement is the joint work product of the parties. Accordingly, in the event of ambiguities in this Agreement, no inferences shall be drawn against either party on the basis of authorship of this Agreement.

 

25. Headings: The headings in this agreement are for convenience of reference and shall not affect its construction or interpretation.

 

26. Limited Warranty.

a) LIMITED WARRANTY. WITH RESPECT TO THE ALTAWORX PROVIDED EQUIPMENT ONLY DESCRIBED HEREIN THIS AGREEMENT THAT ALTAWORX PROVIDES TO CUSTOMER AS SPECIFIED ON THE SERVICE ORDER FORM; ALTAWORX WARRANTS THAT AT ITS SOLE DISCRETION IT WILL EITHER REPAIR OR REPLACE ANY DEFECTIVE EQUIPMENT BUT ONLY DURING THE TERM OF THIS AGREEMENT AND THE APPLICABLE SERVICE ORDER IN THE SOLE DISCRETION OF ALTAWORX, ITS SOLE COST AND EXPENSE, PROVIDED THAT NOTICE OF SUCH DEFECT IS GIVEN TO ALTAWORX NO LATER THAN 24 HOURS AFTER THE OCCURRENCE AND PROVIDED FURTHER THAT SUCH DEFECT DOES NOT ARISE FROM THE ABUSE, MISUSE, OR NEGLECT OF CUSTOMER, OR FROM DAMAGE OR LOSS OCCURRING BECAUSE OF THEFT, FIRE, WIND, LIGHTENING, IMPROPER GROUNDING, OR OTHER HAZARD.

b) DISCLAIMER OF WARRANTIES: NO WARRANTY IS MADE BY ALTAWORX REGARDING INFORMATION, SERVICE OR PRODUCT PROVIDED THROUGH, IN CONNECTION WITH, ALTAWORX SERVICES AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CUSTOMER AND ANY CUSTOMER USERS USE OF THE EQUIPMENT AND THE SERVICE IS AT CUSTOMER’S OWN RISK. WITHOUT LIMITING THE FOREGOING, ALTAWORX HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OTHER THAN THOSE SPECIFICALLY SET FORTH ABOVE, INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF INFORMATION, PRODUCTS, OR SERVICES; (II) ANY WARRANTY OF MERCHANTABILITY AND USE; AND (III) ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE (IV) OR FUNCTION AND NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED. ALTAWORX MAKES NO WARRANTY THAT THE SERVICE OR EQUIPMENT WILL OPERATE UNINTERRUPTED OR ERROR FREE. ALTAWORX DOES NOT WARRANT THAT ANY SERVICE WILL BE AVAILABLE ON A SPECIFIED DATE OR TIME OR THAT THE ALTAWORX NETWORK WILL HAVE THE CAPACITY TO MEET THE DEMAND OF CUSTOMER OR ANY USERS DURING SPECIFIC HOURS.

c). LIMITATION OF LIABILITY ALTAWORX, ITS EMPLOYEES, AUTHORIZED AGENTS, APPROVED AFFILIATES, CONTENT PROVIDERS, AND THEIR RESPECTIVE SHAREHOLDERS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF ANY MISTAKE, INTERRUPTION, OMISSION, DELAY, ERROR, OR DEFECT WHICH OCCURS IN THE COURSE OF INSTALLING, PROVIDING, MAINTAINING, OR MODIFYING SERVICE, EQUIPMENT, OR BOTH BY ALTAXWORX, AND GENERAL DAMAGES SHALL IN NO EVENT EXCEED AN AMOUNT EQUIVALENT TO NO MORE THAN ONE MONTH DOLLAR VALUE OF MONTHLY RECURRING SERVICE FEES ONLY TO CUSTOMER FOR THE TIME PERIOD DURING WHICH THE FAULT(S) OCCURRED ONLY IF IN THE EVENT CUSTOMER EXPERIENCES A LOSS OF SERVICE DUE TO ALTAWORX WILLFUL FAULT, NEGLIGENCE, ACT, ERROR, OR OMISSION, OR ALTAWORX WILL PROVIDE CUSTOMER WITH A CREDIT ON A PRO-RATA BASIS FOR THE PERIOD OF TIME THAT THE SERVICE WAS UNAVAILABLE TO CUSTOMER. IN ORDER TO RECEIVE A CREDIT, CUSTOMER MUST PROVIDE ALTAWORX WRITTEN NOTIFICATION AS DEFINED IN THE SERVICE OUTAGE CREDIT POLICY OF THIS ALTAWORX TERMS & CONDITIONS OF SERVICE AND USE OF WHICH SERVICE CREDIT WILL BE APPLIED TO A FUTURE CUSTOMER INVOICE.
(I) ALTAWORX IS NOT AND WILL NOT BE LIABLE FOR ANY INTERNATIONAL ACT OR OMISSION, CUSTOMER NEGLIGENCE OR: (1) ACTS OF ANY THIRD PARTY COMPANY OR INDEPENDENT CONTRACTOR THAT OFFERS PRODUCTS AND SERVICES THROUGH THE SERVICE OR IN CONJUNCTION WITH THE SERVICE, (2) ANY ACT OR OMISSION OF ANY OTHER TELECOMMUNICATIONS PROVIDER OR SERVICE PROVIDER OTHER THAN THAT OF ALTAWORX, (3) INCORRECT OR INCOMPLETE DIRECTORY LISTINGS, (4) INCOMPLETE OR FAILED VOICE, TEXT OR EMAIL MESSAGES OR DROPPED CALLS, (5) ANY SOFTWARE OR PROGRAM THAT IS DOWNLOADED TO CUSTOMER EQUIPMENT, OR WHEN CUSTOMER DOWNLOADS SOFTWARE TO EQUIPMENT OR WHEN CUSTOMER INSTALLS ANY PRODUCTS TO EQUIPMENT (6) ANY USE OF THE SERVICE & EQUIPMENT REGARDLESS OF WHETHER IT IS AUTHORIZED USE OR NOT, (7) ANY FORM OF REPAIR OR INSTALLATION OF ALTAWORX EQUIPMENT, DEVICES OR PRODUCTS BY ANY THIRD PARTY WHO ARE NOT OUR ASSOCIATED THIRD PARTIES OR AGENTS WITHOUT THE PROPER SERVICE ORDER OR A FORMAL REQUEST MADE BY CUSTOMER TO ALTAWORX TO MAKE ANY REPAIR, (8) CUSTOMER OR ANY THIRD PARTY MAY HAVE CHANGED, ALTERED, TAMPERED OR MODIFIED WITH THE SERVICES OR EQUIPMENT, (9) ANY HEALTH CLAIM WHICH ARE ALLEGED TO ARISE FROM THE USE OF THE EQUIPMENT OR OUR SERVICES OR OUR PRODUCTS INCLUDING BUT NOT LIMITED TO SLIP AND FALLS, CAR ACCIDENTS OR ANY OTHER TYPE OF ACCIDENTS WHILE USING OUR PRODUCTS AND SERVICES, (10) ANY DISRUPTION, FAILURE OR INTERRUPTION OF EMERGENCY SERVICES SUCH AS 911 OR E911 OR THE ACCURACY AND IDENTIFICATION OF PHONE NUMBER, ADDRESS OR PROPER NAME ASSIGNED OR ASSOCIATED WITH ANY PERSON OR INDIVIDUAL ATTEMPTING TO ACCESS OR ACCESSING EMERGENCY SERVICES FROM YOUR DEVICE, AND (11) LIABILITY FOR ANY INJURY OR DEATH ARISING OUT OF THE FAILURE TO REACH 911 OR EMERGENCY SERVICES PROFESSIONALS OR MISDIRECTED OR IMPROPERLY ROUTED OR MISROUTED 911 CALL, REGARDLESS IF THE CALL WAS ROUTED BY A PUBLIC SAFETY ANSWERING POINT (PSAP) OR AN OFFICIAL EMERGENCY DISPACTHER OR OPERATOR, IS NOT THE FAULT OR LIABILITY OF ALTAWORX, ITS NETWORK PROVIDERS, PARTNERS, AND ITS OPERATING COMPANIES OR AFFILIATES AND (12) CUSTOMER AFFIRMS, ACKNOWLEDGES AND AGREES THAT CUSTOMER WILL HOLD ALTAWORX, ITS NETWORK PROVIDERS, PARTNERS, AND ITS OPERATING COMPANIES OR AFFILIATES HARMLESS FROM ANY AND/OR ALL DAMAGES OR LIABILITIES, AND THESE LIMITATIONS APPLY TO ALL ALLEGED OR ACTUAL CLAIMS REGARDLESS OF IF THEY ARE BASED ON BREACH OF CONTRACT, PRODUCT LIABILITY, TORT, BREACH OF WARRANTY AND/OR ANY OTHER TYPE OF LIABILITY. INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, HACKING OF ANY KIND TO NETWORKS, SYSTEMS, IPPBX, PBX, PHONE SYSTEMS, ANY OTHER CUSTOMER SYSTEM OR INTERRUPTION, ELECTRICAL SURGE/DAMAGE/INTERFERENCE, IMPROPER GROUNDING, DELETION OF DATA, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, COMMUNICATIONS LINE FAILURE AND/OR CONNECTION FAILURE.
d) Indemnification. Customer shall, at its sole expense, indemnify, defend and hold harmless Altaworx, its officers, directors, employees, agents, contractors, third party affiliates and agents, from and against any and all Claims arising from, relating to or as a result of: (i) any act, error, omission, fault, negligence, or misconduct of Customer or any User of the Service or equipment, (ii) any breach by Customer of any term or condition of any Service being used, or this Agreement, (iii) any claim by any employee or invited party of Customer other than a claim based on the gross negligence or willful misconduct of Altaworx, (iv) any claim by any Customer or any other third party relating to, arising from or as a result of Customer’s use of the Service and equipment, or (v) violation of any law or regulation by Customer, Customer’s employee, contractor, or agent, or related either directly or indirectly third party on behalf of Customer.

 

27. Action. No action against either party arising out of this Altaworx Agreement may be brought by the other party more than one hundred and eighty days (180) after the cause of action has first arisen.

 

28. No Assignment. This Agreement may not be assigned by Customer, in whole or in part, without the prior written consent of Altaworx, and any assignment in violation of this section shall be void. Any attempted assignment or actual assignment without Altaworx’s consent shall be void and shall legally permit Altaworx to immediately terminate this Agreement without notice to Customer whereby all fees, charges, and applicable termination fees will be due immediately to Altaworx. Altaworx may assign this Agreement and the full Customer Account at any time to any entity without notification to Customer.

 

29. Release. Customer agrees to release, discharge, and hold harmless Altaworx from and against any and all liability relating to or arising from their acts or omissions related to any Account Ownership Dispute or in seeking to comply with any Law or any Legal Process.

 

30. Independent Agency. Neither Party has the right of authority to act on behalf of the other except as expressly provided herein this Agreement. Merchant shall conduct its business as its own initiative, responsibility and expense. The relationship created by this Agreement shall be that of independent contractor and nothing shall imply, and there shall be no relationship of partner, partnership, equity partner, employee or employer.

 

31. No Waiver. A waiver of any term or condition of this Agreement by Altaworx must be in writing and signed by an officer of Altaworx. No single waiver of a term or condition shall be deemed a continuing waiver of the term or condition. Any failure to insist upon strict compliance with any of the terms or conditions of this Altaworx Agreement shall not be deemed a waiver of any other term or condition herein this Agreement and/or any other term or condition in the Altaworx Acceptable Use Policy, Altaworx E911 disclosure and/or any other Altaworx program and policy documents which govern the use of the Altaworx Service.

 

32. Confidentiality. During the term of this Agreement each Party may be exposed to or receive information from the other which is proprietary and/or confidential to the other party (a “Disclosing Party”). Any and all such information in any context and/or form obtained by the Receiving Party, its employees, contractors, agents or related third parties; for during and in the provision and/or use of the Services, equipment, or the satisfaction of such party’s obligations under this Agreement, without limitation; including the financial terms of this Agreement, any Quotation for Service; Service Order, product, drawing, network, design map, business information, financial information, trade secrets, know-how and information regarding processes, shall be deemed to be the confidential and proprietary information (“Confidential Information”) of the Disclosing Party. The Receiving Party shall: (i) hold all of Disclosing Party’s Confidential Information in strict confidence; (ii) disclose Disclosing Party’s Confidential Information only to employees and/or contractors who have a need to know such Confidential Information and who are obligated to hold such Confidential Information in strict confidence; and (iii) not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose such Confidential Information to third parties, or to use such information. Upon termination of this Altaworx Agreement all Confidential Information shall be returned to the Disclosing Party or shall be immediately destroyed by the Receiving Party and Receiving Party shall provide proof of destruction to the Disclosing Party.

 

33. Equitable Relief. Customer agrees that any breach of Altaworx Intellectual Property rights and/or violation of Altaworx Acceptable Use Policy will cause Altaworx irreparable damage and harm for which monetary damages will be inadequate. Therefore, Altaworx may, in addition to other available remedies at in equity or at law, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement.

 

34. Force Majeure. Altaworx will not be liable for any failure or delay in performance of its obligations under this Altaworx Agreement to the extent the failure or delay: (a) is caused, without fault of Altaworx, by fire, flood, earthquake, elements of nature or acts of God, acts of war, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental action, or any other similar cause beyond the reasonable control of Altaworx, and (b) could not have been prevented by reasonable precautions and cannot reasonably be circumvented by Altaworx through the use of alternative sources, work-around plans, or other means. Altaworx shall be excused from its non-performance of affected obligations only for so long as the circumstances prevail and Altaworx continues to attempt to recommence performance whenever and to whatever extent possible without delay.

 

35. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns and any User who uses the Services.

 

36. Validity. Should a provision of this Agreement be determined by an arbitrator or any court of competent jurisdiction to be illegal, invalid or unenforceable, or should this Agreement contain an omission, then the legal affect of the rest of this Agreement shall not thereby be affected. Instead of the invalid provision a valid provision is deemed to have been agreed upon which comes closest to what the Parties intended; the same applies in the case of an omission.

 

37. Interpretation of Agreement. This Agreement and any Service will be construed and interpreted fairly, in accordance with the plain meaning of its terms and use. There will be no presumption or inference against the party that has drafted this Agreement, its respective Terms and Conditions, the documents as incorporated herein by reference, or any Service Order in the interpretation and validity of any of the provisions contained in the aforementioned. In the event of any inconsistency between this Agreement, its respective Terms and Conditions and the Service Order, Agreement shall take precedence and apply.

 

38. Entire Agreement & Severability. This Agreement, its respective Terms and Conditions and additional Altaworx documents executed by Customer Annexes constitute the entire contract of the Parties hereto and supersede any prior agreement between the Parties. Should a provision of this Agreement be determined by an arbitrator or any court of competent jurisdiction to be illegal, invalid or unenforceable, or should this Agreement contain an omission, then the legal effect of the rest of the Agreement shall not thereby be affected. Instead of the invalid provision a valid provision is deemed to have been agreed upon which comes closest to what the Parties intended; the same applies in the case of an omission.

 

39. Survival. The provisions of this Agreement, its respective Terms and Conditions, and the documents incorporated herein by reference will survive termination or expiration of same for the maximum term allowable by Law: (i) Customer payment obligations; (ii) conditions relating to intellectual property ownership, customer representations, confidentiality, non-disparagement, indemnification, warranty disclaimers, limitations of liability, dispute resolution and arbitration, and choice of law; and (iii) all provisions that are intended by their nature to survive termination of this Agreement.

 

 

Altaworx Mobility Terms & Conditions

 

Upon signature by both Parties these Mobility Terms and Conditions for ALTAWORX, LLC. to provide Mobility and Machine to Machine (“M2M”) Services to Customer shall become effective for Service indicated herein and on the attached Service Order Form (“SOF”) in accordance with the parameters and specifications as defined herein. By Customer signature of an ALTAWORX Service Order and these Mobility Terms and Conditions, Customer is entering into a legally binding contractual relationship for Mobility and M2M Services provided by ALTAWORX. These Mobility Terms and Conditions shall be incorporated into and governed by the ALTAWORX Customer Agreement. All Terms and Conditions stated in the ALTAWORX Customer Agreement related to use of service, payment for Services and all other parameters along with ALTAWORX’s rights of exercise as defined in the ALTAWORX Customer Agreement and shall now include additional Terms and Conditions related to Mobility and M2M Services. Additionally, such Terms and Conditions shall expand to include to govern Customer’s contractual relationship with ALTAWORX. Where and as appropriate all existing Articles and representative Terms and Conditions as referenced in the ALTAWORX Customer Agreement, signed by Customer are incorporated into and therefore govern these Mobility Terms and Conditions herein. In the event any term or condition conflicts the ALTAWORX Customer Agreement shall always prevail.

1. DESCRIPTION OF SERVICES.
1.1. Mobility Services.
a Mobility Service plans (including without limitation, eligibility requirements, plans, pricing, features and/or service areas) are subject to change, with or without notice, provided, ALTAWORX will use reasonable efforts to provide at least thirty (30) days advance written notice to Customer of such changes if any modifications may adversely affect Customer and/or Customer’s End Users. Customer may change to a different available Mobility Service plan at any time, provided Customer pays any applicable and Early Termination Fees and/or other cancellation or change charges will apply. The change will become effective on the first (1st) day of the following month’s billing cycle provided, that, for Mobility Voice plan changes: (i) the changes may occur during a month’s billing cycle in which instance billing will be prorated accordingly, (ii) any and all accrued overage charges shall be applied and billed up to the date that the plan change is made, and (iii) plan changes and activations shall only occur on Business Days.
b Certain Mobility Service plans may allow for pooling (meaning that the minutes of usage, text, and/or data allowances in a specific Mobility Service plan can be shared between two (2) or more Devices used by Customer or Customer’s End Users). With ALTAWORX’s prior written approval, and in its sole discretion, Customer may pool within the same Mobility Service plan, with the same Provider.
c International calling is not available unless specifically ordered by Customer for the specific Device and Mobility Service plan. Therefore, Customer must order International service in addition to Customer’s existing Service as stated on the Service Order.

 

2. ACCOUNT IMPLEMENTATION. In order for ALTAWORX to operationalize these Mobility Terms and Conditions (including the creation of any custom pricing, options, features or applications), Customer must provide certain information, such as name, mobile telephone number and all relevant and required account information of any Mobility Lines Customer wants to activate under these Mobility Terms and Conditions. Following receipt of all necessary information, ALTAWORX will complete Customer’s account implementation. Subject to the nature of the product and service order by Customer.

 

3. MOBILE TELEPHONE NUMBERS (“MTN”).
3.1. Activation Process.
a Customer shall make all requests for assignment of geographic MTNs by providing one or all the following values: area code and three-digit exchange, ZIP code, or City and State. Customer MTN activation and change requests will be assigned the next available number from the ALTAWORX number inventory system at the time of activation.
b ALTAWORX shall use commercially reasonable efforts to make MTNs available for use by Customer at the time of activation within the areas served by the underlying carrier’s owned and operated network, based on Customer’s forecasts and twelve-month trending history. ALTAWORX will fulfill orders for MTNs in a commercially reasonable expedient manner assigning one (1) MTN to each Mobility Line. ALTAWORX’s obligation to provide MTN’s is subject to: (i) the availability of MTNs and the capacity of the underlying carrier’s network and systems, and (ii) reasonable delays if additional time is needed by the underlying carrier to comply with State or Federal MTN management requirements. ALTAWORX shall have no liability for capacity limitations of the underlying network or systems or MTN shortages and has no obligation to construct additional capacity in its network or systems.

 

3.2. MTN Inventory, Activation Process Modifications, Rights in MTNs.
a If Customer is using geographic MTNs, but Customer’s requirements can be satisfied with a non-geographic number solution (e.g. 5XX numbers where the NPA begins with a “5” and there is no rate center associated with the MTN), Customer shall migrate to a non-geographic number solution for all new activations when the underlying carrier offers such a solution. Customer’s existing lines using geographic numbers shall be eliminated through attrition only. Non-geographic calls are those of which are made to 03, 05, 070/076, 080, 0845, 0870, 083/4, 0871, 09, 116, 118, and/or like and similar numbers. A non-geographic number, also called a virtual number, is a telephone number associated with a country, but not to any single geographic location within that country.
b Customer may port its geographic-only MTNs from ALTAWORX to another carrier, however Customer does not have any property right in the MTN. ALTAWORX may change, reassign or eliminate an MTN upon reasonable notice to Customer under certain circumstances, including fraud prevention, area code changes, and regulatory or statutory law enforcement or other requirements. Customer shall bear the cost of reprogramming End User and Customer equipment, systems, Products and Services in connection therewith. Customer’s failure to perform such reprogramming may adversely affect Customer’s ability to provide its Products or Services, or Customer’s End User to use such Products and Services. However, in the event of failure to perform such reprogramming Customer shall still be obligated to pay and is not relieved from any payments to ALTAWORX for the Mobility Lines and Wireless Service as provided in these Mobility Terms and Conditions.

 

3.3. Equipment Location. All equipment activated on Mobility Lines at a fixed location must be located by Customer and End Users within the areas served by the underlying carrier’s owned and operated network. Equipment activated on Mobility Lines which are mobile may roam on the networks of the underlying carrier’s roaming partners but shall not be permanently located in the roaming area. Customer shall be responsible for all taxes, fees and surcharges for Mobility lines in accordance with the Customer Agreement as executed by and between ALTAWORX and Customer. In addition if any federal, state, local or foreign tax, fee, assessment or other charge is required by law to be collected by ALTAWORX (each, a “Tax”), or a serving carrier charges Tax on a roaming call, then ALTAWORX may bill such Tax to Customer, and Customer shall pay such Tax.

 

3.4 Equipment on Terminated Lines. When a Customer Mobility Line is terminated, Customer shall ensure that the equipment that was activated on that Line (“Terminated equipment”) does not register or attempt to register on the underlying carrier’s network. Customer shall immediately inform ALTAWORX of all Mobility Lines and equipment that have been terminated and ALTAWORX shall have the right to turn off the SIM at any level in the sole discretion of ALTAWORX. In the event ALTAWORX does not disable the SIM and if Terminated equipment continues to attempt to register on the underlying carrier’s network, (i) Customer will incur and shall pay for all additional charges and fees, and (ii) if Customer fails to prevent Terminated equipment from attempting to register within thirty (30) days after notice from ALTAWORX, ALTAWORX shall have the right to charge Customer and Customer shall pay a monthly fee for each unit of Terminated equipment until the failure is corrected. ALTAWORX shall have the right to use over-the-air means to access Terminated equipment for the purpose of downloading software designed to disable Terminated equipment to prevent attempts to contact the underlying carrier’s network.

 

4. DEVICES.
4.1 Mobility Services Devices
a Mobility Services utilize Devices purchased at Customer’s own expense (unless otherwise provided for in the ALTAWORX Service Order Form) and, as either provided by ALTAWORX or otherwise approved by ALTAWORX and/or its Provider(s). With respect to Devices provided by ALTAWORX, Customer shall (i) use such Device for Mobility Services provided by ALTAWORX and Customer is not authorized to use the Device for any other purpose, (ii) comply with all documentation and manufacturer’s instructions for such Device, and (iii) take reasonable measures to protect and care for the Device. Customer is responsible for all loss, damage, or destruction to Devices.
b Unless covered by warranty, or otherwise provided for in these Mobility Terms and Conditions and/or the ALTAWORX Customer Agreement, or Customer otherwise engages ALTAWORX to provide specific additional services, Customer shall be solely and exclusively responsible for all Device maintenance, configuration, management, and/or support and ALTAWORX will have no obligation to maintain or repair Devices.

 

5. USE OF SERVICE. These Mobility Terms and Conditions specifically contemplates the purchase of Mobility Lines of Wireless Service by Customer to be Embedded in Customer’s Product or Service. All other Terms and Conditions stated in these Mobility Terms and Conditions shall apply to Customer and/or Customer’s End User.

 

6. PROHIBITED AND PERMISSIBLE USES.
a The absolute capacity of a Provider(s) network is limited; therefore, Mobility Services are to only be used in accordance with standards as set forth in the ALTAWORX Customer Agreement and as also stated in the ALTAXWORX Acceptable Use Policy (“AUP”).
b Customer agrees that Mobility Services may be used only for the following permitted purposes: (i) voice communications, (ii) texting, (iii) web browsing, (iv) e-mail, (v) intranet access, including access to corporate intranets, email, and/or individual productivity applications such as customer relationship management, sales force, and field service automation, (vi) uploading and downloading applications and content to and from the Internet, and (vii) using applications and content without excessively contributing to network congestion.
c If Customer or an End User fails to comply with the restrictions on use of Mobility Services, ALTAWORX reserves the right to: (i) deny, disconnect, suspend, modify, and/or terminate Mobility Services, without notice, to Customer if ALTAWORX believes Customer is using Mobility Services in any manner prohibited or whose usage adversely impacts ALTAWORX’s and/or its Provider(s) network or service levels or hinders access to ALTAWORX’s and/or its Provider(s)’ network, including without limitation, after a significant period of inactivity or after sessions of excessive usage, and/or (ii) otherwise protect ALTAWORX’s and/or its Provider(s)’ network from harm, compromised capacity or degradation in performance, which may impact legitimate data flows. Customer may not use Mobility Services other than as intended by ALTAWORX.
d Any CPE, Devices, and Mobility Services provided for use with VoIP Services may only be used to provide VoIP Services.

 

7. SECURITY. ALTAWORX does not guarantee security of any Mobility Services. If Customer uses a Device to access Customer’s email and/or information, it is Customer’s responsibility to ensure its use complies with its internal policies and security procedures. Customer is solely responsible for maintaining adequate security and control of any and all Devices, login IDs, passwords, and/or any other codes that Customer or its End User creates or that ALTAWORX or its Provider(s) issues to Customer for the purpose of giving it access to any activation, enrollment, configuration, and support services. ALTAWORX and its Provider(s) are entitled to rely on information it receives from anyone using those login IDs, passwords, and other codes and may assume that all such information was submitted by a Customer or on its behalf. Mobility Services and Customer’s and End User’s use of Mobility Services can be affected by eavesdroppers, hackers, denial of service attacks, viruses, and/or interceptors. ALTAWORX and its Provider(s) do not promise or guarantee the privacy or security of communications using Mobility Services.

 

8. ADDITIONAL TERMS AND CONDITIONS.
a Customer acknowledges that ALTAWORX provides Mobility Services using an underlying carrier network, therefore Customer agrees that Customer, End Users, and Mobility Services shall be subject to additional terms and conditions as set forth by such underlying carriers, including, without limitation, acceptable use policies.
b Voice Services are defined as (i) voice-capable Devices, if applicable must subscribe to a Mobility Voice Services plan and an activation fee shall apply for each Device; (ii) Customer may purchase a Mobility Voice Services plan that includes Mobility Data Services as well; (iii) the primary line shall be responsible for, i.e., bear any and all liability for, the monthly plan and the primary Device access charge (Customer is responsible for providing ALTAWORX information on which line/device shall be the primary line/device); and (iv) each Device sharing a plan, if applicable, shall pay its own Device access charge.
c Customer plans that allow the sharing of plan allowances (i.e., voice, data and/or text limits) among Devices may be permitted under the following circumstances: (i) Customer sharing may be permitted across Mobile Share Plans; (ii) Mobile Share Plans may include: (A) the ability to share data across multiple Devices, (B) unlimited talk for voice-capable Devices, and (C) unused plan data from the current bill period may roll-over for use and expire after one (1) billing period; (iii) additional monthly charges applying for each and every Device on the plan; (iv) Customer shall only be permitted to have Mobile Share Plans in groups of up to ten (10) Devices; (v) Customer cannot “mix and match” shared and non-shared plans or pooling and non-pooling plans; (vi) are only available in the domestic United States (meaning 50 states and Puerto Rico); and (vii) Customer is responsible to know its coverage area.

 

9. TERM OF CONDITIONS AND LINE TERM.
a ALTAWORX agrees to provide Wireless Service to Customer for an initial term as stated in the ALTAWORX Service Order Form (“SOF”), from the date these Mobility Terms and Conditions is executed by both Parties (“Effective Date”), or if no Service Order Forms Term is defined Services will be provided on a month-to-month basis unless canceled by either Party with at least thirty (30) days written notice.
b The term for each Subscriber line begins on the date Wireless Service is activated for that line and continues for the term selected by Customer or the Subscriber (“Line Term”). When the Line Term expires, Wireless Service shall automatically renew in one (1) year intervals until and/or unless the Line Term is formally terminated by Customer.
c Early Termination Fees (“ETF”): Is subject to the Termination Fee as stated in the ALTAWORX Customer Agreement.

 

10. RATES AND CHARGES.
a Rates and Charges for Mobility Services are as set forth in the Service Order Form(s) or as otherwise communicated to Customer at the time of ordering such Mobility Services and may vary depending on Mobility Service type, features, equipment, and other costs required delivering the Mobility Service to Customer.
b ALTAWORX has the right to impose additional charges if Customer usage exceeds its specific plan allowances and/or without limitation; if features are added.

 

11. ALTAWORX SERVICE ORDER FORM AUTHORIZED USE AND FRAUDULENT USE.
a Use of Wireless Service for Remote Medical Monitoring is strictly prohibited. Therefore Customer shall not use the Wireless Service for remote medical monitoring which, if agreed to by the Parties, would require additional terms and conditions. In the event Customer uses the ALTAWORX Wireless/Mobility Service for Remote Medical Monitoring and does not inform ALATWORX, so that ALTAWORX, in its sole discretion, may create additional terms and conditions as a material term of these terms and conditions, Customer is the sole party responsible for all use therein along with any potential and/or actual liability which may occur.
b It is Customer’s obligation to prevent (i) use of the Wireless Service by End Users and other third parties in violation of these Mobility Terms and Conditions, and/or (ii) fraudulent or other unauthorized use of the Wireless Service or an MTN. Customer shall promptly notify ALTAWORX in writing if there is actual or suspected use of the Wireless Service in violation of this Section. ALTAWORX shall have the right but not the obligation to inform Customer if it becomes aware of any unauthorized or fraudulent use of the Service and in its sole discretion ALTAWORX may suspend, halt, modify or terminate the Services of Customer if and when ALTAWORX has reasonable belief of abuse of Service, unauthorized use of Service, and/or fraudulent use of Service thereof.

 

12. ACKNOWLEDGEMENT. Customer acknowledges and agrees that ALTAWORX may at any time be engaged directly or indirectly, including through or in connection with products and services of its other customers, in soliciting actual or prospective customers for Wireless Service or other services, products, or equipment that could be the same as or similar to and compete with a Customer Product or Service; and that Customer has had the opportunity to independently investigate the Wireless Service for use in connection with Customer’s Product or Service and the Authorized Use and is not relying on any representation, guarantee, or statement of ALTAWORX.

 

13. EQUIPMENT.
a Except as may be set forth in the Service Order Form, ALTAWORX shall have no obligation to provide or sell equipment to Customer hereunder and Customer shall provide its own equipment.
b Customer shall ensure that all equipment and applications utilized by its End Users in connection with the Wireless Service and each End User’s use thereof shall at all times comply with the requirements outlined in these Mobility Terms and Conditions.
c Customer’s failure to do so may cause Customer’s transmissions to fail, be blocked or misrouted, use Wireless Service not intended by Customer, and/or be subject to additional charges beyond those set forth in these Mobility Terms and Conditions. Customer hereby agrees to pay such additional charges. ALTAWORX shall have no liability for Customer’s equipment or Customer’s failure to maintain or meet requirements applicable to Customer’s equipment. Under no circumstances shall ALTAWORX be responsible for or obligated to make any changes to its equipment, operations, network or systems to accommodate Customer or any End User.

 

14. SERVICE LEVEL AGREEMENT FOR MOBILITY.
a Mobility Services are a “best effort” service therefore ALTAWORX and its Provider(s) cannot guarantee speeds, network availability, or other service levels in most cases. “Best effort” delivery describes a service and does not provide any guarantees that data is delivered or that an end user is given a guaranteed quality of service level or a certain priority. With a best effort service all end users obtain best effort service, meaning that they obtain unspecified service levels, depending on the current traffic load. ALTAWORX does not guarantee availability of Mobility Services. Mobility Services may be subject to certain equipment and compatibility/limitations, including, without limitation, memory, storage, network availability, coverage, accessibility, and/or data conversion limitations. Actual speeds depend upon device characteristics, network, network availability and coverage levels, tasks, file characteristics, applications, and other factors. Performance may be impacted by transmission limitations, terrain, in-building use, and capacity constraints.
b With respect solely to Mobility Services, in the event of a total Mobility Services outage the provisions of the ALTAWORX Customer Agreement shall apply for Service Outage Credits.

 

15. SERVICE TERM; EARLY TERMINATION FEES.
a All such termination and cancellation fees are applicable as stated in the ALTAWORX Customer Agreement regardless of if service was terminated and/or cancelled either by Customer or by ALTAWORX. All termination and/or cancellation fees shall be representative of and as the one time and/or monthly Service fees as stated on the ALTAWORX Service Order Form(s).
b If any specific Mobility Services as described in the Mobility Terms and Conditions is disconnected or terminated after the Service Start Date but prior to the end of the initial minimum Service Term or any renewal Service Term selected by Customer, Customer shall be charged an Early Termination Fee in an amount equal to: (a) 100% of the remaining portion of any amortized Devices charges, plus (b) actual expenses incurred by ALTAWORX to activate or terminate Mobility Services. Specific to Mobility Voice Services, notwithstanding anything to the contrary: (i) if Customer terminates before the end of a month, Customer shall be assessed that month’s total monthly recurring charges for usage, and (ii) terminations shall only take effect on Business Days.

 

16. ADDITIONAL TERMS AND CONDITIONS OF SERVICE.If Mobility Services and/or Devices are utilized to provide VoIP Services, ALTAWORX’s Customer Agreement and respective Terms and Conditions of Service shall apply and shall be defined in the ALTAWORX Customer Agreement and/or as stated on the given Service Order Form.

 

17. LIMITATION OF LIABILITY. IN ADDITION THE LIMITATION OF LIABILITY STATED IN THE ALTAWORX CUSTOMER AGREEMENT, ADDITIONALLY ALTAWORX AND ITS AFFILIATES AND CONTRACTORS WILL HAVE NO LIABILITY TO CUSTOMER OR ANY END USER:
A) IF CHANGES IN THE WIRELESS SERVICE OR IN THE UNDERLYING CARRIER’S NETWORK, SYSTEMS, OPERATIONS, EQUIPMENT, POLICIES, OR PROCEDURES RENDER OBSOLETE OR OUTDATED ANY EQUIPMENT, HARDWARE, DEVICES, OR SOFTWARE PROVIDED BY CUSTOMER TO END USERS IN CONJUNCTION WITH THEIR USE OF CUSTOMER PRODUCT OR SERVICE;
B) FOR ANY CAUSES OF ACTION, LOSSES OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF (I) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS IN FURNISHING WIRELESS SERVICE, (II) FAILURES OR DEFECTS IN THE UNDERLYING CARRIER’S NETWORK OR SYSTEMS, (III) USE OF CUSTOMER’S PRODUCT OR SERVICE OR CUSTOMER’S OR ALTAWORX’S EQUIPMENT, OR (IV) DISABLING OR TAMPERING OF EQUIPMENT PURSUANT IN ANY MANNER; C) FOR ANY INJURY TO PERSONS OR PROPERTY, LOSSES (INCLUDING ANY LOSS OF BUSINESS), DAMAGES, CLAIMS OR DEMANDS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, USE OR INABILITY TO USE THE WIRELESS SERVICE OR EQUIPMENT, RELIANCE BY ANY END USER OR CUSTOMER ON ANY DATA PROVIDED OR OBTAINED THROUGH USE OF THE WIRELESS SERVICE OR EQUIPMENT, ANY INTERRUPTION, DEFECT, ERROR, VIRUS, OR DELAY IN OPERATION OR TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS OF DATA ARISING OUT OF OR IN;
D) CONNECTION WITH THESE MOBILITY TERMS AND CONDITIONS. IN NO EVENT SHALL ALTAWORX OR ITS VENDORS BE LIABLE FOR LOSSES, DAMAGES, CLAIMS OR EXPENSES OF ANY KIND ARISING OUT OF THE USE OR ATTEMPTED USE OF, OR THE INABILITY TO ACCESS, LIFE SUPPORT OR MONITORING SYSTEMS OR DEVICES, 911 OR E911, OR OTHER EMERGENCY NUMBERS OR SERVICES.

 

18. CUSTOMER AFFIRMATION. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying Wireless Service Provider, its affiliates, or third parties, and that Customer is not a third-party beneficiary of any Agreement between ALTAWORX and the underlying carrier. In addition, Customer acknowledges and agrees that the underlying carrier, its affiliates, or third parties shall have no legal, equitable or any other liability of any kind to Customer or Customer’s End User and End User hereby waives any and all claims or demands thereof.

 

19. VIOLATION OF AUTHORIZED USE. If ALTAWORX determines that Mobility Lines have been used in a manner not permitted by the Authorized Use and Customer fails to cure such violation within fifteen (15) days following Legal Notice from ALTAWORX informing Customer of such violation, then, in addition to such other rights as ALTAWORX may have under these Mobility Terms and Conditions or at law or in equity, ALTAWORX shall have the following rights:
a To suspend or terminate such Mobility Lines on notice to Customer.
b To retroactively bill Customer charges for such Mobility Lines at ALTAWORX’s standard non-discounted rates applicable to lines used in the manner such Mobility Lines were used by Customer. Such charges shall be paid by Customer within thirty (30) days of the date of ALTAWORX’s bill.
c If Customer continues using Mobility Lines other than for the Authorized Use, ALTAWORX may deny activation to new Mobility Lines or may terminate these Mobility Terms and Conditions and any or all Mobility Lines.

 

20. WIRELESS SERVICE AVAILABILITY. Wireless Service uses radio technologies and is subject to transmission and service area limitations, interruptions, and dropped calls caused by atmospheric, topographical or environmental conditions, cell site availability, equipment or its installation, governmental regulations, system limitations, maintenance, or other conditions or activities affecting Wireless Service operation. Wireless Service and/or features may not be available in all areas. Wireless Service is only available within each applicable plan coverage area, within the operating range of the wireless systems, and with equipment that is authorized to operate on the underlying carrier’s network.

 

21. ENHANCEMENT OF WIRELESS SERVICE. Due to regulatory requirements regarding the underlying carrier’s network licenses, Customer shall obtain the underlying carrier’s prior approval and written agreement before it may install, deploy or use any regeneration equipment or similar mechanism (for example, a repeater) to originate, amplify, enhance, retransmit or regenerate Wireless Service. ALTAWORX may terminate lines and, upon Legal Notice, may terminate these Mobility Terms and Conditions and pursue any other available remedies if Customer violates this section.

 

22. USE OF WIRELESS SERVICE AND EQUIPMENT. In order to protect the underlying carrier’s network, operations and other customers, ALTAWORX may suspend or terminate service to affected lines if Customer uses the Wireless Service or equipment: (a) in an illegal or unauthorized manner (including “spamming” or other abusive messaging); (b) in a manner prohibited by the applicable plan, option, feature, or application; or (c) in a manner that has an adverse impact on the underlying carrier’s network, operations, or customers. If Customer continues using the Wireless Service in such a manner, ALTAWORX may deny activation to new Mobility Lines or, upon Legal Notice, may terminate these Mobility Terms and Conditions.

 

23. NOTICE REGARDING TRANSMISSION OF WIRELESS EMERGENCY ALERTS (Commercial Mobile Alert Service). ALTAWORX’s underlying carrier has chosen to offer wireless emergency alerts within portions of any given respective service area on wireless emergency alert capable devices. There is no additional charge for these wireless emergency alerts. Wireless emergency alerts may not be available on all devices or in the all service areas, or if a subscriber is outside of the Provider’s service area. In areas in which the emergency alerts are transmitted, such alerts may not be received by an End User of the Mobility Service even though the End User has a device capable of receiving them. This notice is required by FCC Rule 47 C.F.R. § 10.250 (Commercial Mobile Alert Service). In transmitting emergency alerts pursuant to Federal law, the designated Provider, including its officers, directors, employees, vendors, and agents, shall not be liable to any Customer or user of, the designated Provider’s wireless service or equipment for any act or omission related to or any harm resulting from the transmission of, or the failure to transmit, an emergency alert; or the release to a government entity or agency, public safety, fire service, law enforcement official, emergency medical service, or emergency facility of subscriber information used in connection with delivering an emergency alert.

 

24. ENTIRE MOBILITY TERMS AND CONDITIONS. These Mobility Terms and Conditions constitute the entire expanded ALTAWORX Customer Agreement to include such Mobility Terms and Conditions between the Parties with respect to the subject matter hereof. These Mobility Terms and Conditions shall not be amended or modified without specific written agreement signed by both Parties. In no event shall any Terms and Conditions be added or modified by purchase order.

 

IN WITNESS WHEREOF, ALTAWORX, and Customer, confirming their consent to the terms and conditions contained in these Mobility Terms and Conditions and intending to be legally bound hereby, have executed these Mobility Terms and Conditions as of the dates set forth below.

 

Altaworx Emergency Services Disclosure

9-1-1/E9-1-1. Customer understands that all of Altaworx calling Services are internet based, or services that are more commonly referred to Voice Over Internet Protocol (“VoIP”) and that the emergency services calling capabilities associated with the Service provided by Altaworx are different from those offered by a traditional provider of local telephone service. Therefore, Altaworx’s VoIP telephony Services are not meant to be relied upon in case of an emergency. Altaworx attempts to provide access and to facilitate Customer’s connection with emergency services, however Altaworx VoIP Service is not, and should not be, intended to be used to support or carry emergency calls to hospitals, law enforcement agencies, medical care units or any other like and/or similar emergency service providers. An Altaworx customer should maintain an alternative means of calling emergency services.

 

1. Customer agrees to inform all end users of Altaworx’s calling services which Customer purchases of the potential complications that may occur when dialing 9-1-1 using a VoIP based Service. Customer acknowledges and agrees to inform all employees, office visitors, and any other person, who may use Altaworx’s VoIP calling services at any registered location(s) of the specific limitations detailed below that are associated with all of Altaworx’s emergency calling capabilities.

 

2. Customer acknowledges and agrees that all of Altaworx’s Services are Internet based (VoIP) and therefore the 9-1-1 calling capabilities associated with all of Altaworx’s Services are different than a local telephone service provider. Altaworx’s VoIP Services are not meant to be depended on in the case of an emergency. While Altaworx attempts to provide access to emergency services, the Altaworx VoIP calling services are not intended to be used to support or to carry emergency calls to any type of law enforcement agencies, hospitals, medical care units, and/or any other like or similar type of emergency service agency.

 

3. Outages of electricity and/or problems with computer connection, Internet connection, and/or any other like or similar connection and connectivity issues, including network congestion, will disrupt any Altaworx Service and Customer or end users will not be able to use it for 9-1-1 emergency calling.

 

4. If and when Altaworx is required to suspend a Customer account due to billing issues, non-payment and/or for any other reason, that may create a disconnection or Service disruption that creates a Service outage; Customer will not be able to use any Altaworx VoIP Services for any calls, including for emergency 9-1-1 calls.

 

5. Altaworx VoIP Services may be capable of being used in locations that are not associated with the traditional geographic area of a telephone number. This capability can cause 9-1-1 problems. All 9-1-1 capabilities are only available in the specific location/address that Customer has associated with the specific Altaworx Customer DID telephone number assigned to a Customer account. For Basic 9-1-1 Services or E 9-1-1 to be accurately routed to the appropriate emergency center, Customer must provide accurate DID numbers as the call-back telephone number for all 9-1-1 calls along with the complete address information. Additionally, if Customer is using the service in a location or geographic region that uses a different area code than the area code in the number Customer is using with their Altaworx VoIP Service, when Customer dials 9-1-1 may not and/or will not be able to reach emergency services, an emergency service center, and/or emergency personnel. Even if Customer does reach any of the aforementioned, Customer’s call may not reach the proper or appropriate emergency agency, service center, or personnel nearest to the actual Customer physical location and the emergency agency, service or personnel may not and/or will not be able to transfer the call or respond to an emergency.

 

6. Failure to provide a correct physical address in the correct format to Altaworx or failure to provide updated registered address information to Altaworx on an immediate basis may and/or will cause all Basic 9-1-1 Service and/or E 9-1-1 calls to be routed to the incorrect local emergency service provider. Furthermore, use of any Altaworx VoIP Service from a location other than the location to which such service was ordered, (the “primary registered address,”) and/or failure to provide updated registered address information to Altaworx on an immediate basis may and will result in Basic or Enhanced 9-1-1 calls being routed to the incorrect local emergency service provider.

 

7. Customer affirms and agrees that it is of critical importance to immediately register accurate specific location information every time the equipment associated with Customer’s Altaworx VoIP service is moved. If Customer moves any Altaworx equipment to another location without immediately notifying Altaworx and ensuring the information is properly registered; if and when Customer dials 9-1-1, Customer may not be able to reach any emergency agency, service officer or personnel. Even if Customer does reach emergency agency, service office or personnel; if Customer has not provided valid location information to Altaworx the emergency personnel closest to or near Customer actual location may not be able to locate Customer’s location. Additionally, the emergency agency, office or personnel may not or will not be able to transfer the call or respond to Customer’s emergency.

 

8. Any obligations which may be imposed by any Federal and/or State law on operators of Private Branch Exchange (PBX) or multiline telephone systems are obligations which are imposed on Customer, and not on Altaworx. If Customer and/or Altaworx becomes aware Customer is using the Service in violation of Federal or State obligation, Customer agrees that they will immediately discontinue the use of Altaworx’s VoIP Services or Altaworx shall have the right to suspend or cancel Customer’s Service and incur no liability to Customer or any other third party. However, such suspension or cancellation shall not relieve Customer of any charges and/or termination fees which may be imposed by Altaworx relative to Customer’s Service Order Form.

 

9. Customer should not make excessive 911 calls. Excessive calls are classified as making more than three 911 calls per month for every 100 telephone numbers registered for 911. Should Customer make excessive 911 calls, there will be additional charges to access the system. Altaworx may change Customer’s E911 monthly recurring charge upon providing Customer with written notification.

 

10. Customer affirms and agrees that the Altaworx VoIP Services will only be used for business, non-residential purposes in an environment that requires either multiple lines or extensions. If the situation arises where Altaworx becomes aware that Customer is using the Service for residential use, Customer agrees that they will immediately discontinue the use of the Altaworx calling Service or that Altaworx shall have the right to suspend or cancel Customer’s Use of Service and incur no liability to Customer or any other third party. However, such suspension or cancellation shall not relieve Customer of any charges and/or termination fees which may be imposed by Altaworx relative to Customer’s Service Order Form.