PRESSONE SERVICE ORDER TERMS AND CONDITIONS
This agreement (“Agreement”) is between AMP Networks, LLC, (“AMP”) and an end user (“End User”) of the PressONE Hosted IP-PBX Family of Voice Communications Services (“PressONE”). Any PressONE services or products (“Services”) provided by AMP to End User shall be governed by the terms and conditions herein. By activating the Services, END USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between End User and AMP by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING AMP’s LIABILITY UNDER THE AGREEMENT. End User acknowledges that they are of legal age to enter into this Agreement.
- TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END USER AT ANY TIME ARE HEREBY OBJECTED TO BY AMP, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON AMP. No waiver or amendment to this contract or these terms and conditions shall be binding on AMP unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of AMP.
- TERM. The term of this Agreement (“Term”) begins on the date that End User purchases Services and continues for the duration of the service period as defined by the service plan/term that is selected by End User (“Plan”) and is defined on the Signed Proposal Document. Subsequent terms of this Agreement automatically renew on a monthly basis (i.e. for 90 days) without further action by End User unless End User gives AMP written notice of non-renewal at least thirty  days before the end of the term in which the notice is given. End User is purchasing the Service for the full term, meaning that if End User attempts to terminate Service prior to the end of a term, End User will be responsible for the full charges to the end of the then-current term, including, without limitation, unbilled charges plus any applicable disconnect fee, all of which immediately become due and payable. Expiration of the term or termination of the Services does not excuse the End User from paying all unpaid, accrued charges due in relation to the Agreement hereunder. If End User chooses to cancel the service before the end of the current Term, Disconnection Fees may apply as set forth below and/or on the Signed Proposal Document.
- 911 & SERVICE LIMITATIONS. The Federal Communications Commission (FCC) requires that AMP provide E911 Service to all End Users who use AMP services within the United States. Sections 3.1-3.7 apply to all End Users who use AMP services within the United States . Section 3.8 applies to all End Users.
- 911 ACKNOWLEDGEMENT AND WARNING LABELS. END USER ACKNOWLEDGES THAT AMP’S EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 3 AND END USER AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING END USER’S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. END USER AGREES TO PLACE A LABEL ON AND/OR NEAR EACH TELEPHONE OR OTHER CUSTOMER PREMISE EQUIPMENT ON WHICH THE SERVICES MAY BE UTILIZED IF SO DESIRED. IF ADDITIONAL LABELS ARE REQUIRED, END USER MAY REQUEST THEM FROM AMP. FROM TIME TO TIME, AMP WILL PROVIDE END USER WITH ADVISORY NOTICES REGARDING 911 EMERGENCY DIALING AND REQUEST ACKNOWLEDGMENTS FROM END USER. END USER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT AMP HAS ADVISED END USER OF THE CIRCUMSTANCES UNDER WHICH PRESSONE E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. AMP ADVISES END USER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES IF SO DESIRED.
- ELECTRICAL POWER. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.
- INTERNET ACCESS. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IF THERE IS AN INTERRUPTION OF END USER’S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.
- NON-VOICE SYSTEMS. END USER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUT-DIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, POSTAGE MACHINES AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. END USER HAS NO CLAIM AGAINST AMP FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.
- PRESSONE E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON VIRTUAL NUMBERS, TOLL-FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. END USERS WHO SUBSCRIBE TO PRESSONE E911 SERVICE WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (ATA OR PHONE DEVICE) WITH AMP, EITHER BY EMAILING HELPDESK@PRESSONE.NET OR BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. END USER ACKNOWLEDGES THAT AMP’S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. END USER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY AMP WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO AMP BY END USER. IN THE EVENT THAT THE PHYSICAL LOCATION HAS NOT BEEN UPDATED OR IS NOT COMPLETE, AMP MAY ATTEMPT TO ROUTE A 911 CALL BASED UPON THE BILL-TO OR SHIP-TO ADDRESSES ASSOCIATED WITH THE END USER’S ACCOUNT OR INITIAL ORDER.
- END USERS WHO ARE REQUIRED TO SUBSCRIBE TO PRESSONE E911 SERVICE WILL BE SUBJECT TO A ONE-TIME PROVISIONING FEE AND TO A MONTHLY E911 SERVICE CHARGE. THE PROVISIONING FEE AND MONTHLY E911 SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE RESIDENTIAL OR BUSINESS PLAN CHARGES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR PRESSONE E911 SERVICE IS ASSESSED ON A “PER-LINE” (THAT IS, PER PHONE NUMBER BASIS), AND WILL BE SET AT A LEVEL THAT REIMBURSES AMP FOR THE DIRECT COSTS IT INCURS IN PROVIDING PRESSONE E911 SERVICE, INCLUDING EXPENSES AMP INCURS, EITHER DIRECTLY OR INDIRECTLY, IN THE FORM OF STATE, COUNTY OR MUNICIPAL E911 SURCHARGES, E911 AUTOMATIC LOCATION INFORMATION (ALI) DATABASE STORAGE, LINE INFORMATION DATABASE AND CALLER ID (LIDB/CNAM) EXPENSES, AND ANY OTHER TAXES OR SURCHARGES DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE PROVISION OF SERVICES TO END USERS SUBSCRIBING TO THIS SERVICE. AMP RESERVES THE RIGHT TO ADJUST THE LEVEL OF CHARGES ASSOCIATED WITH THE PROVISION OF E911 SERVICES TO REFLECT INCREASES OR DECREASES IN THE COSTS IT INCURS. (SEE SECTION 8 REGARDING CHANGES TO THE AGREEMENT, SERVICES OR PLAN).
- END USER ALSO ACKNOWLEDGES THAT PRESSONE E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE PRESSONE E911 SERVICES UNSUITABLE FOR SOME END USERS. BECAUSE END USER CIRCUMSTANCES VARY WIDELY, END USERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON PRESSONE E911 SERVICE. END USER ACKNOWLEDGES THAT IT IS END USER’S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET END USER’S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH PRESSONE E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:
- EQUIPMENT. To provide the Services, AMP may furnish, provide or sell Equipment to End User. All Equipment shipments are F.O.B. End User’s facility, unless otherwise delivered by AMP to End User. AMP’s liability for delivery shall cease, and title (if applicable) upon receipt of acceptance signature by End User. End User will be provided a manufacturer’s warranty from the date of purchase of Equipment or Services that will exist throughout the length of the End User’s contract, so long as End User maintains good standing as an End User of AMP/PressONE. End User shall be required to obtain authorization from AMP to return any Equipment which authorization shall not be unreasonably withheld. AMP will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. AMP will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by AMP, and End User will be responsible to pay return shipping charges. Any furnished equipment provided to End User in conjunction with the services provided remains the property of AMP and is to be returned upon termination of this agreement.
- BILLING, CHARGES AND PAYMENT.
- PAYMENT. Customer shall pay for Services by check sent to an address specified by AMP, by wire transfer sent in accordance with applicable instructions provided by AMP, or by such other method approved by AMP and communicated to Customer.All activation Charges are due at signing. An account will not be activated unless these charges are paid in full.Equipment purchased in conjunction with PressONE service typically requires a 50% deposit, with the remaining balance due upon delivery. If the equipment is leased through AMP’s leasing partner, a deposit equal to 2 months’ payments is required. Leases obtained through other sources will be treated as a cash purchase (i.e. a 50% deposit is required).Monthly service charges are billed in advance. The first month’s service charges are due at contract signing. Monthly bills are due on the 1st of every month (pre-payment of services). All payments received by the billing office after the 10th of the month may be subject to late fees.
- CREDIT TERMS. All Services provided to End User and covered by the Agreement shall be subject to credit approval by AMP and once given if End User remains in good standing under this Agreement there is no further right of review by AMP.
- BILLING. AMP will provide a summary paper invoice to End User by way of Regular Mail on a monthly basis. AMP will also email a PDF version of the entire detailed invoice to a single email address specified by the End User during the provisioning phase of deployment. AMP may provide End User with a monthly on-line billing statement for the Services. Invoices and charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month’s service; toll charges and any other applicable charges are billed subsequent to the end of each month’s service. Monthly bills will include charges for usage over the included minutes at the rates listed for “additional minutes”. Unused minutes do not accrue across billing cycles. Billing for monthly service fees commences upon purchase of the Services, and the first month’s monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated. Thus, the first month of service will be billed on a prorated basis from the date of activation. All subsequent months will be billed in advance of the month, with payment due on the 1st for that calendar month
- LATE/NON-PAYMENT. If any charges for the Services are due but unpaid and not disputed in writing, for a period exceeding thirty (30) days including, but not limited to declined Credit Card charges, AMP may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by AMP. At any time as per End Users instructions, if charges cannot be processed to the Credit Card or if a wire transfer cannot be successfully completed, then the End User may be charged a minimum fee of one hundred fifty dollars ($150.00). A fee may also be charged to activate a suspended account. Service may be suspended and/or terminated due to chronic late payments defined as at least three (3) months of consecutive late payments; Any interrupted account may be subject to a minimum $250 reactivation fee and/or at AMP’s discretion will require a 2-month deposit before service reinstatement. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.
- TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility or other similar taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides AMP with an appropriate exemption certificate. If any amounts paid for the Services by End User are refunded by AMP, applicable taxes may not be refundable.
- REGULATORY RECOVERY FEE. Regulatory Recovery Fees of varying amounts may be charged monthly to offset costs incurred by AMP in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The Regulatory Recovery Fee(s) may apply to each account, or to every phone number assigned, including toll free and virtual numbers. End User will have up to 60 days from invoice date to dispute any recovery fee, but will not unreasonably withhold their acceptance of such a fee.
- DISCONNECTION FEES. The monthly service charge above has been priced based upon an extended term. If the service is terminated by the end user before the end of the agreed term, the end user will be billed an Early Termination Charge equal to the number of months remaining on the contracted term times the contracted monthly recurring charge. Disconnection Fees shall be billed to End User’s Credit Card, or become immediately due, when End User notifies AMP of the cancellation of the Services. From time to time, AMP may sponsor promotional limited-time offers that provide a rebate on Equipment. An additional Disconnection Fee may apply to these offers and End User should review the terms of such offers. Submission of a rebate form, whether by US mail or on-line, represents agreement with the terms and conditions of such offer, including a higher Disconnection Fee, if applicable.
- RATE CHANGES. AMP may change the prices for the Services and toll charges from time to time. In the event of a change in prices or toll charges, AMP will post such changed rates to the web site currently located at http://www.PressONE.net and will give advance notice of any increased rates by e-mail and/or in End User’s monthly billing statement. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates. For Customers with a Term Agreement in place, the contracted price will remain constant throughout the contract. However, our “retail” prices may change for any or all of our services at any time. Customers are not obligated to take any additional services at any price you do not feel to be reasonable, and are encouraged to discuss options with your Account Executive whenever they arise. The allowance for AMP to change what could be seen as our “retail” price sheet does not need End User approval or advance notice since it would not be impacting the term-based, contracted price in any way.
- CREDITS. End User acknowledges and agrees that the Services are provided “as is, where is.” Credits and Credit allowances for outages or interruptions of the Services shall be provided, on a case by case basis as reasonably determined by AMP, and as may be explained in addendums to this document.
- DISCOUNTS. From time to time in its sole discretion, AMP may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided by End User upon purchase of the Services. End User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.
- BILLING DISPUTES.
End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by AMP or End User waives any objection and further recourse. Written statements disputing charges must be sent to:Accounting Department
38-31 Crescent Street
Long Island City, NY 11101
- BILLING DISPUTES.
- TOLL CHARGES. Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network (“PSTN”), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Plan. Calls to a phone number outside the United States and Canada to a non-PressONE phone number will be charged at the current rates published on the PressONE web site. The duration of each call is to be calculated in six (6) second increments and rounded up to the nearest 6 second increment for any fraction of increment used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When End User dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by an End User to an International mobile, rather than landline, or premium rate telephone number may result in higher toll charges. These toll charges are listed on the PressONE.net website and/or are available from AMP/PressONE Billing Department, or via email request to email@example.com.
- TELEPHONE NUMBER (“TN”). Any TN provided by AMP to the End User shall be consider customer owned, and may be ported out or transferred from AMP at any time, provided that the customer account is in good standing and that all outstanding monies are paid up in full. End User is not to use the TN with any other device other than the Equipment without the express written permission of AMP. Any customer TN ported in or transferred to AMP will remain customer owned, and may be ported out or transferred from AMP at any time provided that the customer account is in good standing and that all outstanding monies are paid up in full.
- LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment in any way without the express written permission of AMP. End User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End User shall immediately notify AMP of any lost or stolen Equipment and shall cooperate with AMP in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At AMP’s sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all service fees accrued until the time that AMP is informed of the loss or theft and can effect a termination of the Services.
- PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of AMP or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of AMP. End User understands that neither AMP nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End User agrees that it will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the network. End User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of AMP.
- PERSONAL USE. AMP’s Service Plans for residential subscribers that offer unlimited minutes of PSTN calls (“Unlimited PSTN Plans”) are for the reasonable personal residential use of End User only. This means that End User is not to resell or transfer the Service or Equipment to any other person for any purpose, without express written permission from AMP in advance. End Users of Unlimited PSTN Plans shall not use the Services for commercial or governmental purposes, or for profit or non-profit activities, including, but not limited to, home office, business, sales, telecommuting, autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with personal and residential usage. End User agrees to notify AMP immediately if usage of the Unlimited PSTN Plans changes from personal residential to business use and to subscribe to a business plan. AMP reserves the right to immediately terminate or modify the Services of any End User using Unlimited PSTN Plans if AMP determines, in its sole discretion, that End User is not using the Unlimited PSTN Plans for End User’s reasonable personal residential use.
- INTERNATIONAL USE. Unlimited PSTN Plans are only for the personal use of individuals whose primary residence and place of operation of the Service is the United States or Canada. Any use found to be inconsistent with this location restriction will result in the plan being automatically changed to an International User plan or termination of the Service at the sole discretion of AMP. AMP reserves the right to immediately terminate or modify the Services of any End User using Unlimited PSTN Plans if AMP determines, in its sole discretion, that End User is using the Unlimited PSTN Plans outside of the United States or Canada. If the Service is used outside of the United States or Canada at any point as determined solely by AMP, then AMP reserves the right at its sole discretion to immediately move the End User’s account and any other accounts of that same End User to the International user plan retroactive to the billing period that the first unit was used outside the United States or Canada.
- COMMERCIAL USE. End User agrees that the use of the Service and/or Equipment for activities other than reasonable personal residential use will obligate End User to pay AMP’s higher rates for business services for all periods of such use, including past periods, in which End User used the Service for commercial or governmental purposes. If End User subscribes to PressONE Virtual Office or another business plan (“Business Plans”), the Service and Equipment are provided to End User as a small business user. This means that End User is not to resell or transfer the service or Equipment to any other person for any purpose, without express written permission from AMP in advance. End User agrees that AMP Business Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. AMP reserves the right to immediately terminate or modify the Service, if AMP determines, in its sole discretion, that End User’s Business Plans’ Service is being used for any of the aforementioned activities. AMP Imposes a “soft cap” of “Unlimited” Plans of 1000 minutes of usage per subscriber for normal usage.
- CHANGES TO THE AGREEMENT, SERVICES OR PLAN. AMP reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan (a “Change of Service”). In the event of a Change of Service, AMP will post to the Web Site currently located at http://www.PressONE.net/support/service_terms.pdf. Notice will be considered received by End Users and such changes will become binding to End Users, on the date the changes are posted to the Web Site (“non-term-customer Change Date”), and no additional notice will be required. . Those customers on a term agreement will receive a copy of any proposed change in their current plan along with their next monthly invoice. For those customers, notice will be considered received within 20 days of the mailing of the invoice. Notice to such term customers will be considered accepted by the Customer thirty (30) days after receipt of the notice of the changes (“term-customer Change Date”). If End User does not send AMP notification of their desire to terminate or modify any of the changes being made to this agreement or uses the Service after their respective Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service, End User may terminate this agreement without penalty; however, End User will be responsible for any sums due hereunder. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.
- TERMINATION. Each non-term (i.e. month to month) End User agrees to provide AMP with a minimum thirty (30) days notice of termination. For term customers, the monthly service charge(s) have been adjusted based upon an extended term. If the service is terminated by the end user before the end of the agreed term, the end user will be billed an Early Termination Charge equal to the number of months remaining on the contracted term times the contracted monthly recurring charge. In accordance with section 5, Disconnection Fees may apply. AMP reserves the right, at its reasonable discretion, to suspend, terminate or change the Services with 30 days’ advance notice for any reason, including without limitation, misuse of the Services in any way, End User’s breach of this Agreement, End User’s failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, AMP, AMP’s network or other End Users’ use of the Services. AMP may require an activation fee to change or resume a terminated or suspended account.
- PRIVACY. PressONE utilizes the public Internet and third party networks to provide voice and video communication services. Accordingly, AMP cannot guarantee the security of voice and video communications of End User. AMP is committed to respecting an End User’s privacy. Once End User chooses to provide personally identifiable information, it will only be used in the context of the End User’s relationship with AMP. AMP will not sell, rent, or lease End Users’ personally identifiable information to others. Unless required by law or subpoena or if End User’s prior permission is obtained, AMP will only share the personal data End User provides with other AMP entities and/or business partners that are acting on AMP’s behalf to complete the activities described herein. Such AMP entities and/or national or international business partners are governed by AMP’s privacy policies with respect to the use of this data. AMP is required to file numerous reports with different administrative bodies. As such, AMP may provide aggregate statistics about customers, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, AMP reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either AMP or any company affiliated with AMP. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, AMP may disclose personally identifiable information and will provide notice to End User that it was so compelled within 60 days.
- RETURNS AND ADJUSTMENTS. No Equipment may be returned by End User for any reason without prior approval of AMP which approval shall not be unreasonably withheld. All returns shall be in original packaging or equivalent. End User shall be responsible for all costs related to shipping to AMP any Equipment that is being returned. Any Equipment returned to AMP without prior authorization for its return or proper packaging may be refused. In order to obtain an appropriate refund, upon cancellation End User must immediately obtain a return material authorization number from AMP, return to AMP any Equipment provided hereunder, undamaged and in good working condition, in its original packaging or equivalent and with its original content or equivalent or otherwise will be immediately responsible for paying to AMP an amount equal to the fair retail price of the equipment minus any payments End User had previously paid specifically for said Equipment.
- TECHNICAL SUPPORT. AMP provides technical support to End Users via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied.
- BREACH. In the event of End User’s breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse AMP for all reasonable attorneys, court, collection and other costs incurred by AMP in the enforcement of AMP’s rights hereunder.
- INDEMNIFICATION. Subject to gross negligence, End User agrees to defend, indemnify and hold AMP, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.
- DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL AMP OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF LIFE, INJURY, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF AMP OR ITS VENDORS OR OTHERWISE.
- WARRANTY AND LIABILITY LIMITATIONS. AMP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER AMP NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO AMP’S OR END USER’S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. ANY CLAIM AGAINST AMP MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER AND AMP HAS NO LIABILITY THEREAFTER. AMP’S LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. AMP MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR. ALL WARRANTIES COVER ONLY DEFECTS ARISING UNDER NORMAL USE AND DO NOT INCLUDE MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN AMP. IN NO EVENT SHALL AMP’S TOTAL LIABILITY IN ANY GIVEN MONTH EXCEED THAT MONTH’S WORTH OF THE CUSTOMER’S MONTHLY SERVICE CHARGE(S). THE FOREGOING PARAGRAPGH DOES NOT APPLY IN THE INSTANCE OF GROSS NEGLIGENCE ON THE PART OF AMP WHICH NEGLIGENCE SHALL ALLOW END USER TO PURSUE ANY AND ALL LEGAL AND EQUITABLE REDEMIES AVAILABLE UNDER THE LAW.
- EXPORT COMPLIANCE. End User agrees to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.
- PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by AMP or its vendors.
- SOFTWARE COPYRIGHT. Any software used by AMP to provide the Services and any software provided to End User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End User may not copy the software or any portion of it.
- SURVIVAL. The provisions of section 3, 5, 6, 7, 8, and 9 shall survive any termination of the Agreement.
- NOTICES. AMP communicates with End Users primarily via email. Notices to End User shall be sent to the email address specified by End User at the time of registration for the Services or as subsequently specified by End User (“Email Address”). End User is responsible for notifying AMP of any Email Address changes. End User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information, however any information defined as important in this sentence shall also be sent via certified mail to:
- The information is time-sensitive in nature. It is required that End User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.
- FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). AMP shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of AMP as may occur in spite of AMP’s best efforts.
- GOVERNING LAW / RESOLUTION OF DISPUTES.
- Mandatory Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND AMP WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO END USER, INCLUDING ANY BILLING DISPUTES (“CLAIM”). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). ARBITRATION WILL BE CONDUCTED UNDER THE AAA’S PUBLISHED COMMERCIAL ARBITRATION RULES AND SUPPLEMENTAL PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARE AVAILABLE BY CALLING THE AAA AT 800-778-7879 OR VISITING ITS WEB SITE AT www.adr.org. The AAA has a fee schedule for arbitrations. End User will pay the published share of the arbitrator’s fees and administrative expenses (“Fees and Expenses”) except that: (a) for Claims less than $200, AMP will pay all Fees and Expenses; and (b) for Claims between $200 and $1,000, End User will pay only $200 in Fees and Expenses, or any lesser amount as provided under AAA’s Supplemental Procedures for Consumer-Related Disputes. End User and AMP agree to bear their own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The AAA Supplemental Procedures for Consumer-Related Disputes provide that unless a hearing is requested, disputes will be resolved based on written submissions and no personal appearance is required. If End User requests an arbitration hearing, that hearing will take place either telephonically or in New York, NY. As a limited exception to the agreement to arbitrate, End User and AMP agree that: (a) End User may file Claims in small claims court in Queens County (Queens), New York, if the Claims qualify for hearing by such court; (b) if End User fails to timely pay amounts due, AMP may assign the account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement; and (c) any Claim filed as a class action is not subject to arbitration but instead must be filed in the New York Supreme Court, County of Queens (Queens) or in the United States District Court for New York.
- Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT, BOTH PARTIES AGREE TO PROVIDE THE OTHER PARTY WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO THE ADDRESSES BELOW. IF EITHER PARTY IS NOT ABLE TO RESOLVE THE CLAIM WITHIN SIXTY (60) DAYS OF RECEIPT OF NOTICE, THEN END USER OR AMP MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 28.1. All claim notices should be sent to:
38-31 Crescent Street
Long Island City, NY 11101
- Governing Law. The Agreement and the relationship between End User and AMP shall be governed by the laws of the State of New York without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 28.1, End User and AMP agree to submit to the personal and exclusive jurisdiction of the courts within the state of New York, to the extent possible in Queens County, and waive any objection as to venue or inconvenient forum. The failure of AMP to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- ENTIRE AGREEMENT. The terms and conditions of this Agreement, along with the rates posted to the web site currently located at http://www.PressONE.net, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of AMP and End User.
_________________________________________________________________________The signatory below represent and warrants his or her authority to execute, deliver and perform this Agreement on behalf of the Company named below. AMP Networks shall be entitled to rely on any apparent or implied authority of such signatory, which shall result in a binding and enforceable agreement between AMP Networks and the Company. Once the Company accepts installation or actually uses any of the Services hereunder, Company waives any right to thereafter object to the validity and enforceability of this Agreement due to an alleged lack of authority by the signatory. Company expressly agrees to this Agreement and to timely pay the charges set forth on the accompanying Service Agreement.