THIS AGREEMENT is made, effective as of Thursday, January 17, 2019 by and between: You, the customer, (hereinafter referred to as “Customer”), and AxxaCommerce, LLC dba RoboBeGone.com, with its offices located at 3 Canale Drive, Suite 6 Egg Harbor Township, NJ  08234 (hereinafter referred to as “Company”). WHEREAS Company possesses certain knowledge, capabilities and experience which Company desires to provide to Customer;  

WHEREAS, Customer and Company wish to establish an agreement regarding terms and conditions which would be applicable to any involvement Customer might request of Company in the installation and use of the RoboBeGone Solution and Devices as necessary, including, but not limited to, special studies, programming and application design and development, systems analysis and design, conversion and implementation planning, and installation evaluation;  

By activating Service, Customer acknowledges Customer has read and understands, and agrees, to the terms and conditions of this Agreement, and Customer represents that Customer is of legal age to enter this Agreement and become bound by its terms.   

Service  

Service: is offered on a month to month basis, for an initial term that begins on the date that the Company activates Customers Service and ends on the last day of the month of Customer activation. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by Customer unless Customer give Company the appropriate 30 day notice of non-renewal. “See cancellation of service”  

Call Management Features or Advanced Features Associated: including additional features or advanced features which Company, in its sole discretion, may add, modify, or delete from time to time. Company’s Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). Company’s Service may not support 900, 311, 511 and/or other x11 (other than 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.  

Use of Service and Device – Prohibition on Resale: subscribing to Company’s services, the Service and Device are provided to Customer as the Customer. Customer cannot resell or transfer the service or device to any other person or company for any purpose. Customer agrees that the Company Services are for ordinary and usual office voice communications only. Company reserves the right to immediately terminate or modify the Service plan, if Company determines service is not being used for ordinary use.  

Lawful Use of Service and Device  

Prohibited Uses: Customer agrees to use the Service and Device only for lawful purposes. Company reserves the right to terminate Customer service immediately and without advance notice if Company, in its sole discretion, believes that Customer has violated any legitimate restrictions.  

Loss of Service Due to Power Failure: Customer acknowledge and understand that the Service does not function in the event of power failure and acknowledges that Customers Service will not function until power has been restored.   

Theft of Service: Customer agree to notify Company immediately, by calling the Company customer service line, if the Device or Service is stolen or if Customer suspects or becomes aware at any time that Customers Service is being stolen or fraudulently used. Customer will be liable for all use of the Service using a Device or Access Code stolen from Customer and any and all stolen Service or fraudulent use of the Service until Company is informed of the theft.  

Delivery or Warranty of Device; Ownership of the Device: The following only applies to Customer if they elect to rent phone equipment, softphones and or other related devices for Customers service plan.  If Customer receives cartons and/or Devices that are visibly damaged, please note the damage on the carrier’s freight bill or receipt and keep a copy. Keep the original carton, all packing materials and parts intact and contact Company’s customer care department immediately. Customer understands that any Devices provided by Company for use with related Service is and remains the exclusive property of Company. Nothing in these terms should be construed to confer any title, rights of ownership, or other property rights onto Customer.  

Internet Services Required by Customer: A connection with broadband capability of at least 90 Kbps upstream speed, per phone, must be supplied for use at Customers expense. Since voice over IP is dependent on the broadband connection, Company does not guarantee that the service will be continuous or error-free. In addition, Service may, from time to time, be interrupted for equipment, network, or facility upgrades or modifications that are out of Companies control.  

Local Number Portability  

Authorization: Customer hereby authorize Company and its authorized agents to process Customer order for Company Service and to notify Customer existing telephone service provider of Customer decision to switch Customer local, toll and long distance services to Company Service, and represents that Customer has authorized Company to take this action  

Activation: Customer agrees and acknowledges that if Customer service is not yet activated as of the Port Effective Date, Customers existing phone service for the number(s) (DID(s)) Customer are transferring may be disconnected and Customer may have no service during this time. Therefore, to avoid an interruption in Customer phone service, it is extremely important that Customer install Company services prior to, or on, the Port Effective Date. An estimate of the Port Effective Date will be sent to Customer via e-mail following Customer completion of the ordering process.  

Return of Equipment  

General: If for any reason Customer decides to no longer utilize Companies services and Customer has Rented said equipment, Customer is required to return all equipment within one week of cancellation.  All equipment must be properly packaged and received in good working condition.  

Compatibility with Security Systems and Other Equipment: Non-voice communications equipment, including but not limited to, security systems that are set up to make automatic phone calls, fax machines, modems and medical monitoring devices, may not be compatible with the Service. By accepting this Agreement, Customer waives any claim against Company for interference with or disruption of such systems due to the Services.  

EMERGENCY SERVICES- 911 DIALING  

Differences in Availability and Operation of Emergency Dialing Service (“911” or “E911”): Customer acknowledges and understands that the Service does NOT function or connect the same way as traditional copper, fiber or wireline telecommunications support for traditional 911 or E911 access to emergency services. The 911/E911 Services offered by the Company in conjunction with these services are available only on Company-provided or other approved Devices as described herein, and only in specific areas, as specified by the Company.   

Customer also acknowledge and understand that 911-type service is NOT automatic. When ordering the service, Customer must separately activate such 911-type dialing service capabilities by specifically requesting them at the time of service activation or thereafter, subject to Company, governmental and/or industry technical approval, availability and restrictions, with specific confirmation from Company, as described herein.   

Such request must contain specific information as requested, and as may be modified by Company in its sole discretion from time to time, and must be accompanied by Customer acceptance of the specific terms, conditions and responsibilities attendant thereto, including but not limited to maintenance, and communication with Company in advance of any changes in information relating to the physical location for which the 911-type capabilities may be activated, and/or authorized login, passwords and authorized users on the account.  

Company 911/E911 dialing cannot be used in conjunction with any “Soft Phone” (“download”) application. Customer agrees to inform any employees, representatives and other third persons who may be present at the physical location where Customer utilize the Service as to the non-availability of traditional 911 or E911 dialing from Customer Company Service and Device(s). If Customer activates Company 911/E911-type dialing service, Customer agree to inform any employees, representatives and other third persons who may be present at the physical location where Customer utilize the Service as to the important differences and limitations of Company 911/E-911 dialing service as compared with traditional 911 or E911 dialing, as set forth in this Agreement, including without limitation the conspicuous posting on the device of any caution or warning materials as may be appropriate, and Customer agree to make reasonable efforts and use reasonable judgment in informing them of the proper and specific operation and requirements of the Service, if available, and/or to restrict third parties’ access to the Service for any purpose.  

Customer acknowledges and understands that 911 dialing does not function unless Customer has successfully activated the 911 dialing feature on Customer account, and until such later date that such activation has been confirmed to Customer through a confirming email. In addition, until Customer have carefully reviewed the email and, if indicated, have responded to any informational errors or discrepancies in such email, and, if applicable, such errors, if any, are corrected and the corrections confirmed in writing by Company. CUSTOMER ACKNOWLEDGE AND UNDERSTAND THAT CUSTOMER CANNOT DIAL 911 FROM THIS LINE UNLESS AND UNTIL CUSTOMER HAVE RECEIVED A CONFIRMING EMAIL. Customer agree to carefully review the confirmation email for any errors in Customer account information, and understand and acknowledge that Company relies exclusively on Customer to provide and review the correct information for providing Customer Service.  

Failure to Designate the Correct Physical Address When Activating 911 Dialing: CUSTOMER IS RESPONSIBLE  

FOR PROVIDING AN ACCURATE PHYSICAL ADDRESS OF EQUIPMENT FOR THE PORPOSE OF EMERGENCY RESPONSE  

AND SERVICES  

Requires Re-Activation if Customer Changes Customer Number (DID): Customer acknowledge and understand that 911 dialing does not function if Customer change Customer phone number, until such later date that such activation has been confirmed to Customer through a confirming email.  911 dialing must be re-activated. Although Customer may have activated 911 dialing with Customer former Company phone number, Customer must Separately activate 911 dialing for any new number.  

Change of Physical Location of Equipment: 911 DIALING WILL NOT FUNCTION CORRECTLY IF CUSTOMER MOVES OR RELOCATES COMPANY EQUIPMENT TO A LOCATION OTHER THAN THAT PROVIDED WHEN CUSTOMER REGISTERED FOR SERVICE. IN SUCH EVENT, IN ORDER TO HAVE 911 CALLING ROUTED CORRECTLY, CUSTOMER MUST UPDATE CUSTOMER SERVICE ADDRESS IN ACCORDANCE WITH THE INSTRUCTIONS ON THE Company SERVICE WEBSITE.  

Automated Number Identification: At this time in the technical development of E-911 dialing, it may or may not be possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to identify Customer phone number when Customer dial 911. E-911 is configured in most instances to send the automated number identification information; however, the phone system routes the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and they are not yet always technically capable of doing so. Customer acknowledge and understand that PSAP and emergency personnel may or may not be able to identify Customer phone number in order to call Customer back if the call is unable to be completed, is dropped or disconnected, or if Customer are unable to speak to tell them Customer phone number and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.  

Alternative 911 Arrangements: CUSTOMER ACKNOWLEDGES THAT THIS SERVICE IS NOT OFFERED AS A PRIMARY LINE OR LIFELINE SERVICE. CUSTOMER SHOULD ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.  

Service Outage:  

Power Outage: Customer acknowledges and understands that 911 dialing, like the Service as a whole, does not function in the event of a power failure. Should there be an interruption in the power supply, the Service and 911 dialing WILL NOT function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment, connections or logins, prior to utilizing the Service or 911 dialing.  

Broadband Service Outage: Customer acknowledges and understands that service outages or interruptions by Customer broadband provider will prevent ALL Services including 911 dialing from working. Even a brief interruption in Customer broadband internet connection may cause the Service and 911 calling to fail until Customer resets or reconfigures equipment, connections or logins, or until equipment regains connection due to loss of service from your broadband provider. Company is not liable for any dropped calls due to internet service providers outages. 

Service Outage Due to Suspension of Customer Account: Customer acknowledges and understands that service outages due to suspension of Customer account as a result of billing issues will prevent ALL Service, including 911 dialing to fail.  

Other Service Outages: Customer acknowledges and understands that if there is a service outage for ANY reason, such outage will prevent ALL Services, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.  

Limitation of Liability and Indemnification: Customer acknowledges and agrees that the Company’s liability is limited for any Service outage and/or inability to dial 911 from Customer line or to access emergency service personnel, as set forth in this document.  

CANCELLATION OF SERVICE  

Cancellation of Service: Requires written authorization in the form of fax or certified letter sent via USPS, UPS, FedEx or other certifiable services to the current contact information found on the Company website.  All cancellations require a 30 day notice before the next billing date. If Customer has multiple locations, each location is required to submit a written notice.  

Cancellation Time Frame: May take up to seven (7) business days to become effective.  

Form of Payment: Customer form of payment method on file will be charged for any remaining usage charges after contacting Company to cancel Service.  

Refunds: As we bill monthly in advance, no refund will be given for any remaining usage/days for the given month of cancellation.  

Deposit: If any account payment is denied more than three (3) times Company reserves the right to cancel service and or request a deposit  

Overdue: If any payments are outstanding for more than thirty (30) days, Company reserves the right to terminate the service. 

Return of Equipment: When Customer cancels service Customer must request a RMA (return merchandise authorization) form from customer service. This is to be included in the returned package(s) for proper return and approval.  

Insurance Shipping Coverage: In order for any equipment to be considered returned the equipment must be sent back, using any carrier of Customer choice, with the appropriate insurance amount found on the RMA.  

Replacement returns: Any equipment being returned for replacement due to malfunction will first need to be sent back to Company before any replacement is sent out. A deposit of the value of the item to be replaced will be placed on the billing account of the customer if the equipment is needed for urgent matter.  

Damages During Return Shipping: If the equipment is damaged during the return process and the listed insurance coverage is not obtained by Customer, then the damages that are not covered by the shipping provider will be at Customer expense and will be charged to the payment form on file.  

Billing and Payment for Service  

Statement: Company will supply Customer with a monthly statement by e-mail which will include a detailed list of charges.  

Payment Process: Company will bill all charges monthly in advance (except for usage-based charges, which will be billed monthly in arrears) to Customer credit card, or automatically withdrawn via ACH from the account that Customer designated when signing up for service.  

Timeliness: Billing will commence upon signature of this TERMS OF SERVICE and Service Order.  

Late Payment Charge & Billing  

Partial/ Late Payments: Acceptance of late or partial payments (even if marked “paid in full”, with other restrictions or likewise) shall not be acceptance of partial payment as an agreement under any terms.  All late fees will be calculated at 2% monthly, 24% APR  

Price Changes and other Modifications  

Changes: Notwithstanding any terms to the contrary regarding price changes in the Pricing Guarantee or anything else therein, Company may change the prices and charges for Company Services and/or long distance and international calling from time to time. Customer agree that we may decrease prices without providing advance notice. Increases to the prices or charges for the Services and/or international calling are effective no sooner than the following billing cycle after we notify Customer of such changes.   

Allowances for Interruption of Company Service  

As-Is: Customer acknowledge and agree that the Services are provided “as is.” Credit allowances for interruption of Company Service, including international calling services, will not be provided.  

Lost Revenue: Customer also acknowledges and agrees that Company will not be held responsible or liable for any loss of revenue or income, even if Company is deemed at “fault”.  

Dispute Resolution and Mandatory Arbitration  

Dispute Agreement: Customer agree that Customer will first negotiate with us in good faith to settle any claim or dispute between Customer and us in any way related to or concerning the agreement, or our provision to Customer of the Service or a Device (“claim”). Customer must send a written description of Customer claim by certified mail to:  

AxxaCommerce, LLC dba RoboBeGone.com  

ATTN: BILLING DISPUTE  

3 Canale Drive, Suite 6  

Egg Harbor Township, NJ  08234  

GOVERNING LAW  

This Agreement shall govern, interpreted and construed in accordance with the laws of the State of New Jersey.  

FORCE MAJEURE  

For the purpose hereof, force majeure shall be any of the following events: acts of God or  the public enemy; compliance with any order, rule, regulation, decree, or request of any governmental authority or agency or person purporting to act therefor; acts of war, public disorder, rebellion, terrorism, or sabotage; floods, hurricanes or other storms; strikes or labor disputes; or any other cause, whether or not of the class or kind specifically named or referred to herein, not within the reasonable control of the party affected.  

A delay in or failure of performance of either Customer or Company shall not constitute a default hereunder nor be the basis for, or give rise to, any claim for damages, if and to the extent such delay or failure is caused by force majeure.  

The party who is prevented from performing by force majeure (i) shall be obligated, within a period not to exceed ten (10) working days after the occurrence or detection of any such event, to give notice to the other party setting forth in reasonable detail the nature thereof and the anticipated extent of the delay; and (ii) shall remedy such cause as soon as reasonably possible.  

INDEMNIFICATION  

CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDERS THAT FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF CUSTOMER SERVICE, RELATING TO OR ARISING OUT OF THE SERVICES, THE PHONE EQUIPMENT, OR ITS INSTALLATION, OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO THE LACK OF 911 DIALING OR DIALING ASSOCIATED WITH A SECURITY SYSTEM. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.  

Assignment  

Company can assign all or part of our rights or duties under this Agreement without notifying Customer, and without such assignment being considered a change to the Agreement. In such cases, Company will have no further obligations to Customer. Customer may not assign this Agreement or the Services under any circumstances without our prior written consent. Subject to these restrictions, this Agreement will bind the heirs, successors, subcontractors, and assigns of the respective parties, who will receive its benefits.  

Notices  

Notices from Customer to Company must be provided as specified in the Service Order. Notice from Customer to Company should be made to the mailing address noted on the service order. Likewise all communications to Customer will be made to the billing address provided by Customer in the service order. Any notifications via email will only be considered accepted and received upon a reply noting the party received it.  

Severability  

If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.  

Entire Agreement  

This Agreement concerning Company Services and Customer supersedes all prior agreements, understandings, statements or proposals concerning the Company Service, including representations, whether written or oral.  

Customer represents that Customer legally entered into this Agreement, has reviewed this Agreement and have read and clearly understand its terms. If Customer are acting on behalf of a corporation or other entity, Customer represent that Customer has full authority to bind that entity and if not, Customer agrees to accept personal liability for the account. Customer is responsible for all charges represented by this Service Agreement.  

This entire TERMS OF SERVICE represents Company’s sole responsibility and the Customer’s sole remedy related to Companies Hosted PBX VoIP Services.  

CHANGES TO THIS AGREEMENT  

Company reserves the right to change, amend, or revise this TERMS OF SERVICE at any time. Changes or revisions to the TERMS OF SERVICE will be deemed effective upon posting the applicable revision on Company’s website. https://robobegone.com/Terms-of-Service