Master Terms and Conditions

 

Services:  Services (the “Services”) are as set forth on the Order Form, e-Sign contract and/or Third-Party Verification TPV taped recordings, and are provided by Call Save USA, Inc. and/or its affiliates and/or subsidiaries (“Company”). Provision of the Services is subject to Company Tariffs, as modified from time to time, on file with applicable federal and state regulatory agencies.  Any conflict or inconsistency among or between (i) these Master Terms and Conditions, (ii) the Product-Specific Terms and Conditions, (iii) the Order Form and (iv) the Service Proposal shall be resolved according to the above order of precedence, from the document with the greatest control to the least.  Hereinafter, (i) these Master Terms and Conditions, (ii) the Product-Specific Terms and Conditions, (iii) the Order Form and (iv) the Service Proposal shall be collectively referred to as the “Agreement.”

Availability of the Services:  The Company shall use commercially reasonable efforts to provide the Services.   The Company’s obligation to furnish the Services is dependent upon its ability to obtain and retain (i) access to suitable facilities and services without unreasonable expense and (ii) all necessary governmental authorizations. The Services may be (i) temporarily refused due system capacity limits or to other circumstances beyond Company’s control or (ii) temporarily interrupted due to facilities modifications, upgrades, relocations or repairs or similar activities necessary for the proper or improved provision of the Services. Company reserves the right to modify the Services from time to time. Customer shall obtain no property right in the use of any facility, connection, equipment, number, process or code.

Order Acceptance:  No order for the Services shall be binding upon Company until such order has been accepted in writing by Company, and/or tape-recorded LOA by company. Customer hereby authorizes Call Save USA to act as Customer’s agent to change from Customer’s current preferred local service provider to Call Save USA for each DID number listed above. Customer also authorizes Call Save USA to act as Customer’s agent to change from Customer’s current preferred internet service provider to Call Save USA for each DID number listed above. Customer further authorizes Call Save USA to act as Customer’s agent to change from Customer’s current preferred internet service provider to Call Save USA for each DID number listed above. Customer understands that only one telecommunications service provider may be selected for each DID number for each type of telecommunications service. Customer may consult with carrier to determine if a fee applies to change the preferred carrier for the above-listed DID numbers. The undersigned is authorized to make these decisions on behalf of Customer and is at least 18 years of age. By signing below, I verify that I am, or represent (for a business), the above-named local service customer, authorized to change the primary carrier(s) for the telephone number(s) listed, and am at least 18 years of age. The name and address I have provided is the name and address on record with my local telephone company for each telephone number listed. I authorize [reseller] or its designated agent to act on my behalf and notify my current carrier(s) to change my preferred carrier(s) for the listed number(s) and service(s), to obtain any information [reseller] deems necessary to make the carrier change(s), including, for example, an inventory of telephone lines billed to the telephone number(s), carrier or customer identifying information, billing addresses, and my credit history.

TPV LOA:

1. “Thank you for calling the VOICE STAMP verification system.”

2. “Agent, please enter your Agent ID”

3. “Please enter the customers billing telephone number followed by the pound key”

4. “you entered”

5. “To accept this entry press 1, to re-enter press 2, to cancel press 8”

6. “To repeat question press 1, to re-record answer press 2, to continue press 8”

7. “Please bring the customer on the line now”

8. “This call is to confirm your order for local and long distance telephone service through Call Save USA. This call will be recorded”

9. “Agent, please confirm with customer, today’s date, and the phone number that is being added, updated, or switched today”

10, “At the tone please state your name and title”

11. “At the tone please state your business name and address”

12. “If you have any additional phone number please state them now, otherwise state no”

13. “Are you at least 18 years of age or older and are you duly authorized by the account owner to make changes and incur charges on the telephone account? If so, please say, “yes” after the tone.”

14. “To confirm your identity, at the tone, please state the day and month of your birth or if you prefer you may state the last four digits of your social security number, then press the pound key”

15. “Do you authorize Call Save USA to switch your local telephone service for all of the numbers associated with the business and to provide your local calling, in – state, out of state, state to state long distance and international service if used and if internet access is ordered, then this service will also be covered by this authorization?”

16. “Great, I show you have chosen the following price plan: Your calling plan will now be at a locked in rate of $24.99 per line for the first 36 months, thereafter it will renew at 12-month intervals with unlimited local calling & unlimited domestic long distance. There will be a onetime platform activation fee of $89.99. Is this all correct?”

17. “A written confirmation will be mailed or e-mailed to you shortly. If you have any future questions, please contact customer service at, 1-800-880-5055. To confirm your order, please say yes, to reject press the number 9 on your telephone.”

18. “Your confirmation number is”

19. “Goodbye”

E911: By signing below, I confirm that the address information provided above is true, accurate and complete for each DID number and associated location for which service has been ordered. I understand that the address associated with each DID number above is the only address that will be available to emergency responders if a 911 call is made from one of these DID numbers. A 911 call made from a Call Save USA Phone, Handset, or endpoint, including Mobile Application or Softphone offerings, will utilize the address associated with the DID, and user may need to state current address to emergency dispatch. On behalf of the Customer, I authorize Call Save USA to port or obtain and provision the DID numbers, whether new or existing, as requested in item 2 above and on the Service Order Form. The customer understands that new DID numbers will be provided once assigned and that additional charges apply when total DID numbers exceed Customer’s selected bundle. Company, in its sole discretion, may decline to accept any order for the Services.   All orders are subject to credit approval.

Term:  The Term of the Agreement shall be as set forth on the Order Form and shall commence on the earlier of (i) the date the Services are activated by Company or Customer or (ii) the date specified in the applicable Product-Specific Terms and Conditions. The Term shall automatically extend for 1-year periods, unless Customer notifies Company in writing of its intent not to renew at least 30 days prior to the end of the current Term. Fees may apply in the event that (i) Customer cancels an order for the Services prior to activation of the Services, or (ii) if Customer discontinues the Services prior to the end of the current Term, or (iii) Company terminates the Services as a result   of   Customer’s   breach   of   these   Master   Terms   and Conditions or the applicable Product-Specific Terms and Conditions.  Early termination fees are set forth on the Order Form.     Customer agrees that these early termination fees represent liquidated damages and not a penalty and are a reasonable estimate of the actual reduction in value of this Agreement that Company will sustain.

Rates and Charges:  Rates and charges for the Services are set forth on the Order Form, on Company’s Standard Pricing Schedules and in the Tariffs including any one-time charges.  All listed rates and charges are exclusive of federal, state and local sales, use, value added, excise, duty and other taxes, as well as amounts paid by Company, directly or indirectly, to, or as a result of, actions taken by, governmental or quasi-governmental authorities, which amounts may be passed on to Customer by Company, with associated administrative fees.   Installation, change, expedite, overage, disconnection, reconnection, repair, early termination and other non-recurring charges may apply. Calls using the Services are rounded up to the next minute at the termination of the call.

Rate Adjustments:  Customer may terminate this Agreement on thirty (30) days’ prior written notice to Company with no further liability to Company in the event that Company increases the overall rates for the Services in an aggregate amount in excess of ten percent (10%) in any twelve (12) month period; provided that Customer shall be required to pay for all of the Services provided to  it  by  Company  prior  to  the  date  of  termination;  provided further that Customer may not terminate this Agreement pursuant to this section in the event that Company withdraws Customer’s rate increase in writing within twenty (20) days of the receipt of Customer’s termination notice.

Unauthorized Use of Services:  Customer shall bear the risk of loss arising from any unauthorized or fraudulent use of the Services provided under this Agreement to Customer.  Company reserves the right, but is not required, to take any and all action it deems appropriate (including, without limitation, blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in connection with the Services, or any use thereof.

Payment Terms:  Customer assumes responsibility, and agrees to pay, Company all amounts due for the Services, including associated taxes, fees and surcharges.  Usages-sensitive charges will be billed monthly in arrears; recurring charges will be billed monthly in advance; nonrecurring charges will be billed upon completion of the associated activity.  All invoices are due and payable within 20 days of the invoice date (the “Due Date”). Customer may be charged a late payment fee, in addition to, the late payment charge of 1.5% of the past due amount.   Billing shall be deemed correct and binding on Customer unless Customer notifies Company in writing of a dispute within 30 days following the invoice date. Customer agrees to pay all costs incurred by Company in collecting any amounts due hereunder, including, without limitation, reasonable attorney and collection agency fees. Customers who provide payment by means of credit or debit cards, or who provide a credit or debit card as security, authorize the Company to charge said credit or debit card for all amounts due hereunder.

Security Deposit: Company reserves the right to require a security deposit from Customer at any time based on Company’s assessment of Customer’s credit status and payment history.

Money Back Guarantee; Limitations and Conditions. Small to medium Business Customers: We offer a thirty (30) day money back guarantee (“Money Back Guarantee”) from the date your Service is activated/installed. The Money Back Guarantee applies only to the monthly phone line charge. The refund does not include the one-time Installation fee of the service, and any taxes or FCC authorized Surcharges and Fees under the following conditions:Service is cancelled within the first thirty (30) days following the activation of the Service and activation occurs when you place your order for service.

• If we receive the free telephones installed at your premise or remote premise and/or any Intelligent Access Device (IAD), Analog Telephone Adaptor, (ATA) and/or any installed network equipment back in its original condition, reasonable wear and tear excluded, and within fourteen (14) days of cancellation of your Service, there will not be any additional charges of any type. Customer must pay all costs of shipping all phones, devices and/or equipment back to us.
• You will be responsible for all charges for international calls if we give you the right to make international calls.
• Charges for Directory Calls. We will charge you $0.99 for each call made to Directory Assistance.
• We reserve the right to disconnect or revoke this money back guarantee at any time, without prior notice.
• Free Installation. If the customer exercises their rights under the Money Back Guarantee, then the original offer of the free installation is null & avoid and therefore the offer is rescinded. The Customer will be charged the installation rate of $150.00 per hour charged to CS USA, and any trip charges associated with the installation.

Warranty: Company shall exercise commercially reasonable efforts to maintain acceptable performance, but makes absolutely no representations of warranties whatsoever regarding the services or the facilities or the equipment by means of which the services are provided, whether express or implied, including, without limitation, any warranty of title, merchantability, non-infringement or fitness for a particular purpose. Company cannot and does not guarantee continuous service, service at any given time or speed, or the integrity of data stored or transmitted via the services.

Force Majeure:  Neither party shall be liable for any delay or failure in performance, other than timely payment of amounts due hereunder, due to Force Majeure, which shall include, without limitation, acts of God, labor disputes, terrorist activities, changes in law or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, third party non- performance, equipment failures, or other occurrences which are beyond the delayed party’s reasonable control.

Limitation of Liability:  Company shall not be liable for damages, injury or costs arising out of (i) delays, mistakes, errors, omissions, interruptions or defects in transmission; (ii) delays or other problems associated with installation, provisioning, termination, maintenance, repair, interruption or restoration of the service (iii) inadvertent disclosure, corruption of erasure of data; (iv) services or facilities not furnished by company; (v) any act or omission of a third-party furnishing any portion of the services or facilities used to provide the services; or (vi) any event that prevents the company from preforming obligations under this agreement beyond the reasonable control of the company. Company’s liability, in contract, tort or otherwise, shall be limited to direct damages, which shall not exceed an amount equal to charges paid by customer for the service period in which the liability was incurred; provides, however, that company’s cumulative liability for all claims arising out of this agreement exceed the total amount of all fees paid by the customer to company in the latest twelve-month period. In no event shall company be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to, economic loss or loss of use, profits, revenue, or goodwill, however caused, whether for breach of contract, negligence or otherwise, even if company had been advised of the possibility. For the avoidance of any doubt, provided, however, that any amounts paid pursuant to a party’s indemnification obligations under this agreement shall be seemed direct damages.

Indemnification:  Customer agrees to defend, indemnify and hold harmless Company and its employees, officers, directors or agents from any third party claims or actions or any losses, damages or costs, including costs and reasonable attorney’s fees, attributed to, arising out of or resulting from Company’s provision or Customer’s use of the Services.

Telephone Numbers: In no event shall Company be liable for (i) any telephone numbers published or distributed by Customer prior to executing this Agreement or (ii) for any directory publishing errors.

Termination: Company may temporarily suspend or permanently terminate Services to Customer without liability (i) on three (3) days written notice to Customer in the event that Customer fails to timely pay amounts due to Company, (ii) on fifteen (15) days written notice to Customer in the event that Customer, i.e. bank account information, credit card information, etc. (iii) provides fraudulent billing information, (iv) violates this Agreement, any other Agreement between Company and Customer, Company’s Acceptable Use Policy, Company Tariffs or applicable laws or regulations and fails to cure such violation within the fifteen (15) day notice period, or (v) uses the Services in a manner that is excessive or unreasonable when compared to the predominant usage patterns of other customers on a similar service plan in Customer’s geographic area; (vi) immediately by reason of an order of a court or regulatory or other governmental authority;   (vii)   immediately   upon   institution   by   or   against Customer of a proceeding for relief under the Bankruptcy Code, the insolvency of Customer or the appointment of a receiver of Customer’s property; or (viii) immediately if Company deems such action necessary to protect itself or third parties against fraud or to protect its personnel, agents or services. Company may also pursue such other remedies as may be available to it at law or in equity.   Neither termination nor expiration of Customer’s Services shall relieve Customer of liabilities previously accrued hereunder.  Early termination charges may apply if the Services are cancelled prior to the end of the Term of this Agreement, including, without limitation, payment of any non-recurring charges waived by Company. The Early Termination charges shall be calculated as the monthly recurring services charges (MRCs) for each affected Order multiplied by the number of remaining months of the then current term.

Acceptable Use Policy:  The Services shall be used only for lawful purposes.  In using Services, Customer shall not engage in any illegal, abusive or unethical activity, including, but not limited to, the display or distribution of pornography or other obscene, vulgar, profane, offensive or sexually explicit materials, perpetration  of  fraud,  libel,  defamation  or  other  violations  of privacy, hacking, spreading computer viruses, pirating software or other materials, promoting or conducting gambling, publishing threats   or   racial,   ethnic   or   sexual   slurs   or   engaging   in intimidation or other forms of harassment.  Customer shall not upload, post or otherwise transmit any content that it does not have a right to transmit under any law or under contractual or fiduciary relationships, including, but not limited to, insider information, proprietary and confidential information, or content which violates or infringes any copyright, trademark, patent, statutory, common law or proprietary rights of others.  Customer shall not transmit unsolicited messages, list Company in any spammed message, or reply-to address or send large volumes of unsolicited e-mail to individuals or to individual business accounts. Customer commits to defend, indemnify and hold harmless Company and its employees, officers, directors or agents from all claims or actions of whatever nature or arising out of or resulting from Customer’s failure to fully comply with these Acceptable Use Policies.

Limitations on Services:  Notwithstanding any other provision contained herein, this Agreement shall apply only to non-carrier services provided directly to Customer for use only by Customer. For the avoidance of doubt, Customer may not purchase services under this Agreement and resell the Services to end users.  If Customer uses the Services in a manner that is inappropriate, excessive or unreasonable when compared to the predominant usage patterns of other customers on a similar service plan in Customer’s geographic area, Company reserves the right to implement new or different charges or move Customer to a rate plan consistent with Customer’s use of the Services. Inappropriate usage includes, but is not limited to, using certain Company services, or calling plans in conjunction with an auto-dialer, call center or certain automated switching equipment, or for calls made to numbers used in connection with hotlines or radio broadcasting services.  The Company reserves the right to change the calling plan of customers with inappropriate usage or who are not in compliance with the restrictions set forth in the applicable tariff.

Additional Customer Responsibilities:  Customer shall supply space, equipment, network, wiring, electrical   power   and environmental conditions suitable for, and compatible with, Company’s provision of the Services.   Any equipment provided by Company shall remain property of Company and shall be promptly returned to Company in good working order upon termination or expiration of the Term of this Agreement. Customer is responsible for all use of Services, with or without its knowledge or consent.   Customer is solely responsible for maintaining the security of its account, password, files, network and user access. Customer agrees that Company does not monitor, review   or   restrict   information, communications, software, photos, video, graphics, music, sounds, services or other material available from third parties via the Services (“Content”), and that Customer bears all risks associated with the accuracy, completeness, reliability or usefulness of said Content. Customer shall be liable for damage to Company equipment and network facilities caused by (i) Customer, or Customer’s agents, employees or suppliers or (ii) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers.

Installation:  Customer represents that it has or has secured the authority necessary for installation of all equipment necessary to provide the Services.  Customer shall secure all licenses, permits, rights-of-way and other arrangements necessary for such installation.   Customer shall allow Company reasonable access and right-of-way to Customer’s premises for equipment installation and maintenance.     Company shall exercise commercially reasonable efforts to schedule and conduct installation and maintenance activities so as not to unreasonably interfere with Customer’s operations.  Customer agrees to pay a Missed Appointment Fee if (i) Customer cancels a scheduled appointment on less than 24-hour notice or; (ii) an Installation Technician is unable to complete installation because Customer is not available and/or unable to grant access to all areas required for successful installation.

Intellectual Property:   Company grants Customer a non- exclusive, non-transferable, revocable, limited license to use the Services and all hardware and software necessary to access the Services, in strict accordance with this Agreement, said license to automatically terminate upon termination of Company’s provision of the Services to Customer.  Title, property rights, software and hardware licenses, including   all   intellectual property rights (“IP   Rights”), are and shall remain with Company, whether or not embedded in the Services.  Customer will not acquire or claim any right, title or interest in or to the IP Rights through purchase and use of the Services.  IP addresses and other personal identifiers assigned by Company for Customer’s use remain the property of Company and shall revert back to Company upon discontinuance of the Services.

Dispute Resolution:  The parties shall attempt to resolve all disputes cooperatively without formal proceedings.  Any claim, dispute or controversy (whether in contract, tort or otherwise) relating to the sale or provision of the Services or this Agreement which cannot be so resolved (other than the collection of amounts due for the Services and requests for injunctive relief) shall be the subject of mandatory arbitration.   Such arbitration shall be conducted in accordance with the U.S. Arbitration Act (Title 9, U.S.  Code), and under the Commercial Arbitration Rules of the American Arbitration Association.  The arbitration shall be conducted in New York, New York. The decision of the arbitrator shall be final and binding upon the parties.  Judgment upon the arbitration award may be entered in any court of competent jurisdiction. Each dispute must be conducted individually and not in conjunction with disputes of other customers.  Any dispute resolution proceedings, whether in arbitration or in court, will be conducted only on an individual basis and not in a class action or representative action or as a member in a class, consolidated or representative action. Customer will be a class representative, class member or otherwise participate in a class, consolidated or representative proceeding.

Survival:  The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement shall survive, including without limitation, the Warranty, Limitations on Liability, Indemnification, Acceptable Use Policy, Intellectual Property, Dispute Resolution, Survival and Miscellaneous Sections.

Notices: All notices hereunder shall be in writing and deemed delivered  upon  receipt  by  the  receiving  party,  or  refusal  of delivery, when deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or when  sent  by  an  overnight  delivery  service  (with  delivery confirmation) to the addresses set forth in the Order Form, or to such other address(es) as the parties may designate from time to time.

Third Parties:  Customer may not transfer any of its rights or obligations under this Agreement to a third party without the express, prior written consent of Company.   The rights and obligations under this Agreement shall survive any merger or sale of a party and shall be binding upon the successors and permitted assigns of each party.    This Agreement shall be binding upon and inure to the exclusive benefit of the parties hereto, and their respective permitted assigns, heirs, successors and legal representatives.  It is not the intent of the parties that there be any third-party beneficiaries of this Agreement.

Relationship of Parties: Company and Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Customer.  Neither Company nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

Amendment\Waiver:  Unless otherwise provided herein, this Agreement may be amended only by an instrument in writing duly executed by both parties.  No waiver by a party of a breach of this Agreement by the other party shall be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision hereof.   No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof.

Regulatory Change:   Notwithstanding anything else to the contrary in this Agreement, Company may unilaterally amend this   Agreement, including, without limitation, pricing, in response to a regulatory change that materially changes the technical feasibility or economics of providing the Services.  In the event that Company exercises this option, and the rate adjustment is not otherwise allowable hereunder, Customer shall have thirty (30) days from written notice thereof to terminate this Agreement without liability.

Entire Agreement\Severability:  This Agreement, including the Master Terms and Conditions, the Product-Specific Terms and Conditions, the Order Form, the Service Proposal and the Tariffs, all  as  incorporated  by  reference,  set  forth  the  entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and collateral covenants, arrangements, communications, representations and warranties,  whether  oral  or  written,  by  either  party  (or  any officer, director, employee or representative thereof) with respect to the subject matter hereof.  If any provision of this Agreement is determined to be invalid or contrary to any existing or future law of any jurisdiction or any order or regulation of a court or governmental authority, such invalidity shall not impair the operation of or affect those provisions in any other jurisdiction or any other provisions hereof which are valid, and the invalid provisions shall be construed in such manner as shall be as similar in terms to such invalid provisions as may be possible, consistent with applicable law.

Governing Law\Consent to Jurisdiction:    This service arrangement shall be governed by the laws of the State of New York without regard to its choice of law provisions.   Each party consents to the personal jurisdiction and venue of the New York State Courts located in New York County, New York.  The parties herby waive, to the fullest extent permitted by application law, any right to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this agreement for the services provided by the company.

Authorization to Use CPNI:   Customer   hereby   authorizes Company to use and to disclose and permit access by its affiliates and partners to Customer’s customer proprietary network information (“CPNI”) to enhance Company’s ability to offer products and services tailored to Customer’s needs. CPNI is information that relates to the quantity, technical configuration, type, destination and amount of use of Services by Customer and that is available to Company solely as a result of Company’s provision of Services to Customer. Under federal law, Company has a duty to protect Customer’s CPNI and Customer has the right to prohibit certain uses of its CPNI. Although Customer’s authorization to Company to use, disclose and permit access to Customer’s CPNI will remain in effect until Customer affirmatively revokes such authorization, Customer may withdraw its authorization at any time by notifying Company in writing. Denial of authorization to use, disclose and permit access to Customer’s CPNI will not affect Company’s provision of the Services to Customer.

Product-Specific Terms & Conditions

1. Call Save USA SERVICE

   Term: The Term shall commence on the earlier of (i) the date the Services are activated by Customer or Company, or (ii) fifteen (15) days after written notice by Company of its readiness to schedule service turn-up. The Term shall be minimally twelve (12) months or longer, as set forth in the Order Form. Billing shall commence on the commencement of the Term.

   Early Termination

   (a)  Service Provided with Access.

   Telephone Service provided and/or with Internet Access

   If Customer cancels an order for Business Telephone Service on either, the installation date, or Port date, (change of service date), the customer shall be responsible for the installation fee of $300.00 or TBD as per the 3^rd party installation company, plus any additional trip charges from the 3rd party installation company. Additionally, if the cancellation is on the Port date, the customer will be responsible for any loss of service, and /or the cost of temporary service such as Remote Call Forwarding, (RCF), being put in place. If Company has accepted an Internet circuit, or any new telephone lines on Customer’s behalf, Customer shall be responsible for any all-provisioning costs for the Internet circuit, including any installation costs if performed, ad/or new telephone service of any kind.

   Additionally For Cable Modem Subscribers. If Customer cancels order before the Vendor Establishment Date, defined as the date Call Save USA or third party accepted the circuit from Vendor on Customer’s behalf, Customer is subject to a $100.00 Order Cancellation Fee for the full month charge of the circuit, whichever is greater for each cancelled circuit.

   If Customer cancels an order after Company has accepted an Internet circuit on Customer’s behalf and after installation is complete, Customer shall be subject to an Early Cancellation Fee for each terminated Service in an amount equal to the Monthly Recurring Charge (MRC) for the CS USA Service multiplied by the number of months remaining in the then-current Term.

   If Customer terminates Business Telephone Service, in whole or in part, or if Company terminates Business Telephone Service for Alleged Cause, before the expiration of the Term, Customer shall be subject to an Early Cancellation Fee for each terminated Service in the amount of $1,000.00 or the remaining months on the contract, whichever is greater. Additionally, the customer is responsible for any remaining outstanding bill owed to Company before the customer switched to another service as long as the customer advised Company of their intent to leave, or the actual date they changed the service. If the customer fails to notify Company of their leaving & switching their service to another carrier, customer would be responsible for any billing fees received by Company from any and all of their underlying carriers that provides telephone and Internet service even though the customer is now with another carrier service. In essence until we are notified and can in turn notify our underlying carriers to cancel the service, then the underlying carriers will continue to bill Company for services, and in turn we will have to bill the customer these charges and therefore the customer is responsible for these bill charges.

   If Customer terminates Business Telephone Service, or if Company terminates Business Telephone Service for Alleged Cause, Customer is responsible to return the equipment installed at their premise. The equipment installed, the telephone units that were installed free of charge, and any other equipment that was installed free of charge to the Customer must be returned in good condition within two, (2) weeks after the service was cancelled. If the Customer fails to do so, the Customer will be responsible for the cost of the ATA, Telephone and/or cost of the ATA or any other equipment installed, an invoice will be provided by Call Save USA.

   Free Installation. If Customer terminates Business Telephone Service, in whole or in part, or if Company terminates Business Telephone Service for Alleged Cause, before the expiration of the Term, then the original offer of the free installation is null & void and therefore the offer is rescinded. The Customer will be charged the installation rate of $300.00, and any trip charges associated with the installation.

   For Cable Modem Subscribers, If Customer cancels order before the Vendor Establishment Date, defined as the date Call Save USA or third party accepted the circuit from Vendor on Customer’s behalf, Customer is subject to a $100.00 Order Cancellation Fee for each canceled circuit.

   (b) Order Cancellation and Early Cancellation Fees shall be immediately due and payable upon order cancellation or Service Termination.

   Termination After Contract Expires:

   (a) In the event Customer elects to disconnect the Business Telephone Service and/or any internet circuits provided by Call Save USA’s third-party vendors, Customer shall provide written notice to Company thirty (30) days prior to the disconnect of service.

   (b) All Company-provided equipment, i.e. Analog Telephone Adapter (ATA), and/or telephones installed free of charge must be returned in good working order, normal wear and tear excepted. Customer shall ship equipment to Company within three (3) business days of disconnection of the Business Telephone Service. For equipment not returned, Customer shall be liable for the full retail value or, in Company’s discretion, the replacement value of the equipment, which is $250.00. Company-provided equipment remains the property of Company.

   Customer Obligations:

   (a) Customer must supply a 120 VAC receptacle for Customer Premises Equipment (CPE). Networking protocol must be TCP/IP. Customer must supply own Ethernet hub or router and connect it to the Company CPE and ensure there is an available port. Each PC MUST have a Network Interface Controller (NIC) card installed (Customer must supply and install NIC card if missing). Company does not support Customer’s PC’s or LAN unless contracted separately via Professional Services Agreement.  Company does not connect PC’s and/or hubs to the CPE nor configure PCs to work on a network.

   (b) Customer MUST provide a fully switched 100 Mb/s Ethernet LAN without hubs, with CAT5 wiring or better throughout, and provide LAN ports and 115 VAC receptacles for all phones.

   (c) The port capacity of the switch must accommodate the CS USA phones that are to be connected and any other devices running on this LAN segment including servers, printers, standalone computers, etc.

   (d) If necessary, Call Save USA will make commercially reasonable efforts to have the CPE installed at a specific location at the site, i.e. the DMARC location.

   However, additional inside wiring costs may be required, with prior customer approval. Cross-Connect(s) between Call Save USA and customer cross- connect block is not included. Any additional inside wiring required at the time of installation will be billable at a rate of $175.00 per cable run.

   CS USA Wi-Fi Adapter Customer Requirements:

   Customers must have an existing Wi-Fi network with sufficient available bandwidth. Appropriate routing or DHCP/IP addressing must be in place from the wireless network either to the Internet (for CS USA FlexConnect) or to the main voice LAN of the Call Save USA router. Customer must have one or more local area networks that share a single internet connection at each location.  No more than 10 adapters per wireless network. Customer must provide Call Save USA with their SSID and password.

   Wi-Fi Adapter Important Notes:

   (a) Maximum wireless signal rates are derived from IEEE standard 802.11 specifications.

   (b)Actual data throughput will vary.

   (c)Network conditions and environmental factors, including volume of network traffic, building materials and construction, and network overhead, may lower actual data throughput rates and may affect voice quality.

   (d)Wi-Fi Adapter Service is NOT available in medical facilities, schools, or emergency services (police, fire, or ambulance).

   Installation:

   (a) CS USA Service Generally: Due date for service is approximately thirty (30) business days from the date of the order. Customer must accept both voice and data services on the installation date or no services will be provisioned, and Customer will be assessed a $150.00 Missed Appointment Fee.  Call Save USA provides free phones, Integrated Access Device (IAD), Analog Telephone Adapter (ATA) and any additional equipment for duration of the Term at no additional charge. IP router functionality is configured with one static, routable IP address and Network Address Translation (NAT) enabled.

   (b) CS USA Service Delivered via Switched Ethernet: Due date for service is TBD by the 3^rd party Internet provider from the date of the order. Customer must accept the Internet Access services on installation date or Customer will be assessed a $150.00 Missed Appointment Fee and billing will commence.  If Internet is selected; the port is provisioned via the Ethernet facility from the Demark to the Public Internet. This includes fiber local loop to the port and a 100 Mbps commitment of IP hand-off, rate limited to the chosen speed. Construction costs may apply.

   (c) CS USA Service Delivered via Cable Modem: Cable Modem Service provides Customer with a direct internet connection and one static IP address.  Service is not assured until Service is installed and operable.  Cable Modem Service is a “commercially reasonable effort” meaning that Call Save USA does not guarantee bandwidth or speeds. If the technician is turned away at Customer Premises at time of cable modem delivery, Customer will incur a one-hundred and fifty dollars ($150.00) re-scheduling fee.

   Services:

   (a) CS USA calling plans includes packages of local, regional and nationwide calling, as well as calls to Canada, Puerto Rico and the U.S. Virgin Islands.  Calls in excess of 1,000 minutes per site per month shall be levied an overage rate based on term commitment at the rate of $0.03/min.

   (b) CS USA Service includes three (3) months of Mobile Twinning service at no additional charge. The normal monthly fee of $5.00 per Mobile Twinning user will commence with your fourth (4th) invoice. You may cancel this Service at any time.

   (c) Call Recordings are available for a rolling thirty (30 day period. Customer will be billed $10.00 per GB of capacity used to store call recordings, monthly.

   ACD Training:

   (a) Training for CS USA ACD:  Customer will be charged $250.00 for CS USA ACD training, which includes a 2.5-hour web conference. Additional training can be purchased for an additional $100.00 per hour.

   (b) Training for CS USA ACD with Call Recording:  Customer will be charged $250.00 for CS USA ACD with Call Recording training, which includes a 3-hour web conference. Additional training can be purchased for an additional $100.00 per hour.

   Support:

   CS USA provides Tier One customer support after receiving a call or email from the customer advising us of a phone related service problem or service outage. The Tier One service obligation is to initiate a trouble ticket concerning the service problem and this trouble ticket will be passed on to our underlying carrier for Tier Two technical support.

   Service Quality:

   In the event CS USA provides internet access and fails to meet the Network Availability Objective for VOIP for any given month, Customers may request an “Outage Credit” of five percent (5%) of the applicable MRC for each calendar day in which an outage of thirty (30) minutes or more occurs. Customer’s request must be issued within thirty (30) calendar days of Outage, and any “Outage Credit” shall be credited on Customer’s next monthly invoice. In no event shall CS USA liability for “Outage Credits” exceed one hundred percent (100%) of the affected MRC(s).

   (a) Service Level Assurance for CS USA ACD and CS USA ACD with Call Recording: In the event that CS USA ACD or CS USA ACD with Call Recording is unavailable for more than thirty continuous minutes during any given month, reported by Customer via Trouble Ticket and verified by Company, Customer may request an “Outage Credit” of five percent (5%) of the applicable feature monthly recurring charge (“FMRC”) for each calendar day in which an outage of thirty (30) minutes or more occurs. In the event recorded calls are unavailable during the thirty (30) day rolling period, reported by Customer via Trouble Ticket and verified by CS USA, Customer may request an “Outage Credit” of five percent (5%) of the of the applicable FMRC. Customer’s written request must be received within thirty (30) calendar days of the Outage, and any “Outage Credit” shall be credited on Customer’s next monthly invoice. In no event shall CS USA liability for “Outage Credits” exceed one hundred (100%) of the affected FMRC(s).

   (b) Port Availability for CS USA and SIP services (not CPA or Cable Modem): Is a measurement of the total time that CS USA or SIP Service is operative when measured over a thirty (30) day month (or 720 hour) period (hereinafter “Month”). CS USA or SIP Service is considered inoperative when Customer cannot exchange IP Packets over the CS USA or SIP network.  Port Availability objective is 99.99%.

   (c) Latency for CS USA and SIP services (not CPA or Cable Modem):  Latency is the average round trip time, measured over a Month, required for an IP packet (100 bytes) to travel between “Core” IP POP’s. Latency objective on the CS USA or SIP network is for an average round trip time of forty-five (45) minutes.

   (d) Packet Delivery for CS USA or SIP and SIP services (not CPA or Cable Modem):  Packet delivery is the successful delivery of packets between any two (2) customer ports on the Company CS USA or SIP network, measured by the percentage of one hundred (100) byte packets delivered at five (5) iterations of one hundred (100) trials, averaged over a Month. Packet Delivery objective is 99%.

   (e) Jitter for CS USA and SIP services (not CPA or Cable Modem):  Jitter is a measurement of the standard deviation of latency averaged over a Month, required for an IP packet (100 bytes) to travel between “Core” IP POP’s. Jitter objective is for standard deviation of latency not to exceed fifteen (15) minutes.

   Cable Modem CPE Warranty

   For CS USA-provided Cable modems (hereinafter “Customer premises equipment” or “CPE”), CS USA or its agent may supply new or re-certified equipment. CS USA provides an equipment warranty for the CS USA- provided CPE for 12 months from the date of installation. At CS USA’s discretion, any equipment CS USA or its agents supplies as replacement equipment (e.g., for warranty purposes) may be new, re-certified or refurbished. Any equipment supplied as replacement equipment will carry the remainder of the original CPE warranty. Title to the CPE shall remain with CS USA or its vendors. Customer shall not modify the equipment or permit the equipment to be modified (other than by CS USA authorized personnel).

   Warranty Exclusions

   CS USA warranty obligations under this Agreement exclude provision of consumable supplies, repair or replacement of equipment failures or malfunctions caused by Customer provided equipment or by improper installation, operations, or maintenance by other than CS USA authorized representatives, relocation or modification by Customer or others not under CS USA’s control, failure or interruption of Customer- provided broadband communications or electrical power, accident, fire, lightning, snow, ice, snow/ice removal, or other hazards beyond normal range of use, vandalism, trouble calls where no problem is found and the reported problem does not repeat within five calendar days, or failures or malfunctions resulting from exposure of the equipment to conditions beyond its normal operating parameters. Any such failures and malfunctions will be repaired on a commercially reasonable effort basis by the underlying service provider. The fees for such dispatches will be passed through and are payable by Customer.

   Service Credits

   (a) Customer acknowledges the possibility of an unscheduled, continuous and/or interrupted period of time during which CS USA Service does not conform to SLA objectives as set forth above. An Outage shall begin upon immediate notice (trouble ticket initiated) from Customer, provided that Customer has released all or part of the CS USA Service for testing if requested by Company to do so. In the event Company fails to conform to SLA objectives as set forth above, Customer shall be entitled to an “Outage Credit” upon request. Company must receive Customer’s request within thirty (30) calendar days of Outage, and any “Outage Credit” shall be credited on Customer’s next monthly invoice. If Company does not receive Customer’s request within such thirty (30) calendar day period, Customer shall be deemed to waive its right to the “Outage Credit”.

   (b) The amount of any applicable “Outage Credit” for CS USA Service shall be calculated as follows:  Port Availability, Latency, Packet Delivery and Jitter, for any given month, CS USA Customers may request an “Outage Credit” of 5% of the applicable MRC for each calendar day in which affected CS USA Port(s) fail(s) to conform for thirty (30) minutes or more, with the SLA objective criteria set forth above. In no event shall CS USA’s liability for an Outage exceed one hundred (100%) of the MRC for the affected MRC(s).

   (c) Because a service interruption can affect several SLAs at the same time, Company shall only issue an “Outage Credit” for one (1) missed SLA objective for availability on the same port within the same calendar month. If Customer is utilizing Company’s Dedicated Internet Access Service (“DIA”) with its CS USA Service and Customer experiences an Outage impacting both CS USA and DIA Services, Customer shall only be entitled to seek a single “Outage Credit” pursuant to this Schedule.

   (d) Customer shall not receive an “Outage Credit” if the Outage is: (i) caused by Customer or others authorized by Customer to use the CS USA Service under the Agreement, including the failure to comply with all installation requirements including environmental requirements for the applicable equipment; (ii) due to the failure of power, facilities, equipment, systems or connections not provided by Company; (iii) the result of network maintenance activity, or (iv) due to a Force Majeure event as defined in the Agreement; (v) due to bandwidth saturation or other resource exhaustion or outage caused by malicious traffic such as Viruses, Worms, Trojan horses, Denial of Service (DOS) attacks, etc; (vi) due to service suspension for non-payment;  or  (vii)  the  customer  is  in  breach  of  its  obligations  under  the Agreement; or (viii) customer knowingly or unknowingly attempts to alter or manipulate  QoS  policies,  routing  or  signaling  protocols,  or  other  parameters necessary to the Service. Customer’s exclusive remedy for failure to achieve any of the SLA objectives contained herein shall be Outage Credits on Customer’s monthly invoice.

   Product-Specific Terms & Conditions

   Call Save USA Fax

   Term: The Term shall commence on the earlier of (i) the date the Services are activated by Customer or Company, or (ii) fifteen (15) days after written notice by Company of its readiness to schedule service turn-up.  The Term shall be minimally twelve (12) months or longer, as set forth in the Order Form. Billing shall commence on the commencement of the Term.

   Call Save USA Fax Services:

   During a month, if a Fax line goes over its allotted number of fax pages, each additional page above the bundle level purchased will be billed at the overage rate per fax page sent or received, as identified within bundle selection. For CS USA Fax Measured package, each domestic page sent and received will be billed at $0.09 per page.

   International Outbound Fax pages will be billed on a per country and per page basis and are not included within bundled packages.

   Only one email address may be associated with each fax number for sending or receiving.

   Only one bundle package applies per email address. A bundle limit may not be shared across multiple email addresses.

   Unused fax pages will not rollover to next month’s billing.

   A copy of the fax sent or received will be stored for 5 days. After 5 days faxes are deleted. Upon request, customer can contact CS USA for retrieval of fax. It is recommended that customer store faxes on their hard drive.As per our marketing offer all Long Distance and Local Calls are included in your Monthly Recurring Telephone Charges (MRC), up to, but cannot exceed 1,000 minutes of Local and Long Distant usages combined in any calendar month. We reserve the discretion to charge for any usage minutes over the 1,000-minute threshold will be charged to the customer at the rate of $.03 cents per full minute.