


This agreement ("Agreement") is between Gatevox Communications Inc.,
Inc. ("Gatevox Communications Inc.") and an end user ("End User") of the
Gatevox IP Voice and Video Communications Service (""Gatevox"). Any
Gatevox services or products ("Services") provided by Gatevox
Communications Inc. 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
Gatevox Communications Inc. by, among other things, requiring (1)
MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION
FEE; and (3) LIMITING Gatevox Communications Inc.'s LIABILITY UNDER THE
AGREEMENT. End User acknowledges that they are of legal age to enter
into this Agreement.
1. 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 Gatevox Communications Inc., 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 Gatevox
Communications Inc.. No waiver or amendment to this contract or these
terms and conditions shall be binding on Gatevox Communications Inc.
unless made in writing expressly stating that it is such a waiver or
amendment and signed by an Officer of Gatevox Communications Inc..
2. 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 that is selected by End User
("Plan"). Subsequent terms of this Agreement automatically renew on a
monthly basis without further action by End User unless End User gives
Gatevox Communications Inc. written notice of non-renewal at least
thirty (30) days before the end of the monthly term in which the notice
is given. End User is purchasing the Service for full monthly terms,
meaning that if End User attempts to terminate Service prior to the end
of a monthly term, End User will be responsible for the full month's
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.
3. 911 & SERVICE LIMITATIONS. The Federal Communications Commission
(FCC) requires that Gatevox Communications Inc. provide E911 Service to
all End Users who use Gatevox Communications Inc. services within the
United States. Sections 3.1-3.7 apply to all End Users who use Gatevox
Communications Inc. services within the United States. Section 3.8
applies to all End Users.
3.1. 911 ACKNOWLEDGEMENT AND WARNING LABELS. END USER ACKNOWLEDGES THAT
Gatevox Communications Inc.'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. Gatevox Communications Inc. WILL PROVIDE
END USER WITH WARNING LABELS REGARDING THE LIMITATIONS OR UNAVAILABILITY
OF 911 EMERGENCY DIALING. 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 ADDITIONAL LABELS ARE REQUIRED, END USER
MAY REQUEST THEM FROM Gatevox Communications Inc.. Gatevox
Communications Inc. 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
Gatevox Communications Inc. HAS ADVISED END USER OF THE CIRCUMSTANCES
UNDER WHICH Gatevox E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED
IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. Gatevox
Communications Inc. ADVISES END USER TO MAINTAIN AN ALTERNATIVE MEANS OF
ACCESSING TRADITIONAL 911 SERVICES.
3.2. ELECTRICAL POWER. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT
FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.
3.3. 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.
3.4. NON-VOICE SYSTEMS. END USER ACKNOWLEDGES THAT THE SERVICES ARE NOT
SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY
SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT
OR SATELLITE TELEVISION SYSTEMS. END USER HAS NO CLAIM AGAINST Gatevox
Communications Inc. FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY
THE SERVICES.
3.5. Gatevox E911 SERVICE IS A MANDATORY COMPONENT OF ALL
INBOUND/OUTBOUND FAX AND 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 Gatevox E911 SERVICE WILL BE REQUIRED
TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (DTA OR VIDEOPHONE)
WITH Gatevox Communications Inc., EITHER ON THE Gatevox.NET WEBSITE OR
BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER
THE PHYSICAL LOCATION OF SERVICE CHANGES. END USER ACKNOWLEDGES THAT
Gatevox Communications Inc.’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
Gatevox Communications Inc. WILL BE BASED UPON THE PHYSICAL LOCATION
PROVIDED TO Gatevox BY END USER. IN THE EVENT THAT THE PHYSICAL LOCATION
HAS NOT BEEN UPDATED OR IS NOT COMPLETE, Gatevox Communications Inc. 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.
3.6. END USERS WHO ARE REQUIRED TO SUBSCRIBE TO Gatevox E911 SERVICE
WILL BE SUBJECT TO A MONTHLY E911 SERVICE CHARGE. THE MONTHLY E911
SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE RESIDENTIAL OR
BUSINESS PLAN CHARGES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR
Gatevox E911 SERVICE IS ASSESSED ON A "PER-LINE" (THAT IS, PER PHONE
NUMBER BASIS), AND WILL BE SET AT A LEVEL THAT REIMBURSES Gatevox
Communications Inc. FOR THE DIRECT COSTS IT INCURS IN PROVIDING Gatevox
E911 SERVICE, INCLUDING EXPENSES Gatevox Communications Inc. 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.
Gatevox Communications Inc. 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 11 REGARDING
CHANGES TO THE AGREEMENT, SERVICES OR PLAN).
3.7. END USER ALSO ACKNOWLEDGES THAT Gatevox E911 SERVICE HAS CERTAIN
CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY,
CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE Gatevox
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 Gatevox 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
Gatevox E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911
SERVICE:
** Gatevox E911 SERVICE WILL NOT FUNCTION IF END USER'S DTA, PHONE OR
VIDEOPHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF END USER'S Gatevox
SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED
TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR
DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS
A POWER OUTAGE, END USER MAY BE REQUIRED TO RESET OR RECONFIGURE THE
EQUIPMENT BEFORE BEING ABLE TO USE THE Gatevox SERVICE, INCLUDING FOR
E911 PURPOSES.
** AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY
CHANGE OF AND UPDATE TO END USER’S PHYSICAL LOCATION, THERE MAY BE SOME
DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO
THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY
POPULATED INTO OUR NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION,
BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION
INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.
** THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING Gatevox E911 EMERGENCY
SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE
ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION.
THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL
LOCATION OF THE PERSON WHO IS MAKING THE Gatevox E911 CALL. DUE TO
TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK
CONGESTION ON THE Gatevox NETWORK, THERE IS A POSSIBILITY THAT A Gatevox
911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED
ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED
VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.
** IF END USER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE
Gatevox EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE
SERVICE, Gatevox E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT
LOCAL EMERGENCY OPERATOR.
3.8. END USER ACKNOWLEDGES AND UNDERSTANDS THAT Gatevox Communications
Inc. WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL
911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING Gatevox OR TO ACCESS
AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND
LIMITATIONS SET FORTH IN THIS AGREEMENT. END USER AGREES TO DEFEND,
INDEMNIFY, AND HOLD HARMLESS Gatevox Communications Inc., ITS OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE
PROVIDER WHO FURNISHES SERVICES TO END USER IN CONNECTION WITH THE
SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES,
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY
FEES) BY, OR ON BEHALF OF, END USER OR ANY THIRD PARTY OR USER OF THE
SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING
THOSE RELATED TO 911 DIALING.
4. EQUIPMENT. To provide the Services, Gatevox Communications Inc. may
provide Equipment to End User. All Equipment shipments are F.O.B.
Gatevox Communications Inc.'s facility. Gatevox Communications Inc.'s
liability for delivery shall cease, and title (if applicable) and all
risk of loss or damage shall pass to End User upon delivery to carrier.
End User will be provided a twelve (12) month manufacturer's warranty
from the date of purchase of Equipment or Services. End User shall be
required to obtain authorization from Gatevox Communications Inc. to
return any Equipment. Gatevox Communications Inc. will provide
replacement Equipment only if the Equipment is deemed to be defective
and covered under the warranty. Gatevox Communications Inc. 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 Gatevox Communications Inc., and End User will be responsible to pay
return shipping charges. End Users who purchased through a Retail outlet
may return within the first thirty (30) days to the place of purchase,
or such shorter period as set forth in the Retail outlet’s return
policy; after the return period has lapsed they can contact Gatevox
regarding warranty replacement.
5. BILLING, CHARGES AND PAYMENT.
5.1. PAYMENT. Upon purchase of the Service, End User must provide
Gatevox Communications Inc. with a valid credit card number from an
issuer that is accepted by Gatevox Communications Inc.. End User
authorizes Gatevox Communications Inc. to charge the credit card number
provided by End User ("Credit Card") for all charges arising from End
User's use of the Services. End User agrees to notify Gatevox
Communications Inc. of any change to the credit card information
including, but not limited to, changes in account number, expiration
date or billing address. Gatevox Communications Inc. shall not be
responsible for any charges made by the Credit Card issuer to End User's
Credit Card account for exceeding credit limit, insufficient funds or
other reasons.
5.2. CREDIT TERMS. All Services provided to End User and covered by the
Agreement shall at all times be subject to credit approval or review by
Gatevox Communications Inc.. End User will provide such credit
information or assurance as is requested by Gatevox Communications Inc.
at any time. Gatevox Communications Inc., in its sole discretion and
judgment, may discontinue credit at any time without notice or require a
deposit.
5.3. BILLING. Gatevox Communications Inc. will provide End User with a
monthly on-line billing statement for the Services and bill all charges
invoiced to End User's account to the Credit Card. Such 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. Gatevox
Communications Inc. reserves the right to charge the Credit Card for
cumulative charges due, if at any time End User's out-of-plan toll
minutes for the current month exceed ten dollars ($10.00). Billing for
monthly service fees commences upon purchase of the Services on the web
site, 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.
5.4. LATE/NON-PAYMENT. If any charges for the Services are due but
unpaid for any reason including, but not limited to, non-payment or
declined Credit Card charges, Gatevox Communications Inc. 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 Gatevox Communications Inc.. If charges cannot be processed
to the Credit Card and the End User’s account is suspended, End User
will be charged a fee of ten dollars ($10.00) to activate the account.
No suspension or termination of the Services or of this Agreement shall
relieve End User from paying any amounts due hereunder.
5.5. TAXES. Prices for the Services do not include any customs duties,
sales, use, value added, excise, federal, state, local, public utility,
universal service 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 Gatevox Communications Inc. with an
appropriate exemption certificate. If any amounts paid for the Services
by End User are refunded by Gatevox Communications Inc., applicable
taxes may not be refundable.
5.6. REGULATORY RECOVERY FEE. A Regulatory Recovery Fee of $1.50 will be
charged monthly to offset costs incurred by Gatevox Communications Inc.
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 will apply to every phone
number assigned, including toll free and virtual numbers.
5.7. TRIAL PERIOD. Gatevox Communications Inc. offers a thirty (30) day
trial period ("Trial Period") to new End Users for their first Gatevox
account. The Trial Period commences upon the purchase of Services by End
User on the Gatevox web site or purchase of Equipment from a retailer.
If End User is not satisfied with the Services during the Trial Period,
End User may obtain a refund of the Equipment cost, activation fee, and
monthly service fee. Applicable taxes will be refunded to the extent
allowed by law. Shipping charges will not be refunded. To obtain a
refund, End User must: a) Notify Gatevox Communications Inc. within
thirty (30) days of purchase of the Services on the web site and obtain
a return material authorization number from Gatevox Communications Inc.
for the Equipment and, b) and Return the Equipment to Gatevox
Communications Inc. within seven (7) days of cancellation of the
Services in its original, unaltered condition with all packaging intact.
The Trial Period refund shall not apply to End Users that have trial
period usage in excess of three hundred (300) minutes, and the Trial
Period shall expire when End User exceeds three hundred minutes of
usage. Retail customers will be required to return the Equipment to the
place of purchase within thirty (30) days (or such shorter period as set
forth in the retail outlet’s return policy) of purchase to receive any
refund.
5.8. DISCONNECTION FEES. Subsequent to the expiration of the Trial
Period, if an End User terminates fax or voice Services within
twelve (12) months of the initial purchase of the Services, Gatevox
Communications Inc. shall charge a Disconnection Fee of fifty nine
dollars and ninety nine cents ($59.99). From time to time, Gatevox Communications Inc. 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.
5.9. RATE CHANGES. Gatevox Communications Inc. may change the prices for
the Services and toll charges from time to time. Gatevox Communications
Inc. may change prices, plans, taxes or fees without any advance notice.
In the event of a change in prices or toll charges, Gatevox
Communications Inc. will post such changed rates to the web site
currently located at
http://www.gatevox.com. 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.
5.10. CREDITS. End User acknowledges and agrees that the Services are
provided "as is, where is." Credit allowances for interruption of the
Services shall not be provided.
5.11. DISCOUNTS. From time to time in its sole discretion, Gatevox
Communications Inc. may offer promotions or discounts of activation or
other fees. Any promotion or discount codes must be entered 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.
5.12. BILLING DISPUTES. End User must dispute any charges for the
Services in writing within thirty (30) days of the date of the charge by
Gatevox Communications Inc. or End User waives any objection and further
recourse. Written statements disputing charges must be sent to:
Billing Department
Gatevox Communications Inc.
P.O. Box 832
Walled Lake , MI 48390
-or- billing@gatevox.com
6. TOLL CHARGES. Every call to or from Equipment using the Services that
originate or terminate 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-Gatevox phone number will
be charged at the current rates published on the Gatevox web site. The
duration of each call is to be calculated in one minute increments and
rounded up to the nearest one minute increment for any fraction of
minutes 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
gatevox.com website.
7. TELEPHONE NUMBER. Any telephone number provided by Gatevox
Communications Inc. ("Number") to the End User shall be leased and not
sold. End User is not to use the Number with any other device other than
the Equipment without the express written permission of Gatevox
Communications Inc.. Gatevox Communications Inc. reserves the right to
change, cancel or move the Number at its sole discretion.
8. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify
the Equipment in any way without the express written permission of
Gatevox Communications Inc.. 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 Gatevox Communications Inc. of any lost or stolen
Equipment and shall cooperate with Gatevox Communications Inc. in all
reasonable aspects to eliminate actual or potential unauthorized use of
the Equipment. At Gatevox Communications Inc.'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
Gatevox Communications Inc. is informed of the loss or theft and can
effect a termination of the Services.
9. PROHIBITED USES. Any use of the Services or any other action that
causes a disruption in the network integrity of Gatevox Communications
Inc. or its vendors, whether directly or indirectly, is strictly
prohibited and could result in termination of the Services at the sole
discretion of Gatevox Communications Inc.. End User understands that
neither Gatevox Communications Inc. 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 (including but not limited to laws prohibiting
transmission of unsolicited fax advertisements), 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 Gatevox Communications
Inc..
10. PERSONAL USE. Gatevox Communications Inc.'s Service Plans for
residential End Users 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 Gatevox Communications Inc. in advance.
End Users 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, tele-commuting, autodialing,
continuous or extensive call forwarding, continuous connectivity, fax
broadcast, fax blasting, telemarketing, junk faxing, fax spamming,
calling/faxing any person (through the use of distribution lists or
otherwise) who has not given specific permission to be included in such
a process or any other activity that would be inconsistent with personal
and residential usage. End User shall not transmit through the Service
any unlawful, harassing, libelous, abusive, threatening, harmful,
vulgar, obscene or otherwise objectionable material of any kind or
nature. End Users further agree not to transmit any material that
encourages conduct that could constitute a criminal offense, give rise
to civil liability or otherwise violate any applicable local, state,
national or international law or regulation. End User agrees to notify
Gatevox Communications Inc. immediately if usage of the Unlimited PSTN
Plans changes from personal residential to business use and to subscribe
to a business plan. Gatevox Communications Inc. reserves the right to
immediately terminate or modify the Services of any End User using
Unlimited PSTN Plans if Gatevox Communications Inc. determines, in its
sole discretion, that End User is not using the Unlimited PSTN Plans for
End User's reasonable personal residential use.
11. 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 Gatevox Communications Inc..
Gatevox Communications Inc. reserves the right to immediately terminate
or modify the Services of any End User using Unlimited PSTN Plans if
Gatevox Communications Inc. 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 Gatevox Communications Inc., then
Gatevox Communications Inc. 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.
12. 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 Gatevox Communications Inc.'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 Gatevox 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 Gatevox
Communications Inc. in advance. End User agrees that Gatevox
Communications Inc. 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. Gatevox
Communications Inc. reserves the right to immediately terminate or
modify the Service, if Gatevox Communications Inc. determines, in its
sole discretion, that End User's Business Plans' Service is being used
for any of the aforementioned activities.
13. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. Gatevox Communications
Inc. 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, Gatevox Communications Inc. will post
to the Web Site currently located at
http://www.gatevox.com/terms_service.htm
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 ("Change Date"), and no additional notice will be required. If
End User does not send Gatevox Communications Inc. notification of their
desire to terminate this agreement or uses the Service after the 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 and terminates this agreement, End User will be
responsible for any sums due hereunder in addition to any applicable
Disconnection Fee. End User may request a Plan change at anytime,
subject to any applicable change of service fee and additional terms and
conditions. The Plan change will take effect in the first month after
the Plan is changed. 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.
14. TERMINATION. End User agrees to provide Gatevox Communications Inc.
with thirty (30) days notice of termination. End User shall be
responsible for the full monthly service fee for the month during which
the notice of termination of service is provided to Gatevox
Communications Inc.. In accordance with section 5, Disconnection Fees
may apply. Gatevox Communications Inc. reserves the right, at its sole
discretion, to suspend, terminate or change the Services without 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, Gatevox Communications
Inc., Gatevox Communications Inc.'s network or other End Users' use of
the Services. Gatevox Communications Inc. reserves the right to
determine, at its sole discretion, what constitutes misuse of the
Services and End User agrees that Gatevox Communications Inc.'s
determination is final and binding on End User. Gatevox Communications
Inc. may require an activation fee to change or resume a terminated or
suspended account.
15. PRIVACY. Gatevox utilizes the public Internet and third party
networks to provide fax, voice and video communication services.
Accordingly, Gatevox Communications Inc. cannot guarantee the security
of fax, voice and video communications of End User. Gatevox
Communications Inc. 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
Gatevox Communications Inc.. Gatevox Communications Inc. 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, Gatevox Communications Inc. will only share the personal data
End User provides with other Gatevox Communications Inc. entities and/or
business partners that are acting on Gatevox Communications Inc.'s
behalf to complete the activities described herein. Such Gatevox
Communications Inc. entities and/or national or international business
partners are governed by Gatevox Communications Inc.'s privacy policies
with respect to the use of this data. Gatevox Communications Inc. is
required to file numerous reports with different administrative bodies.
As such, Gatevox Communications Inc. may provide aggregate statistics
about customers, sales and traffic patterns. None of these reports or
statistics will include personally identifiable information. However,
Gatevox Communications Inc. reserves the right to use personally
identifiable information to investigate and help prevent potentially
unlawful activity that threatens either Gatevox Communications Inc. or
any company affiliated with Gatevox Communications Inc.. Moreover, upon
the appropriate request of a government agency, law enforcement agency,
court or as otherwise required by law, Gatevox Communications Inc. may
disclose personally identifiable information.
16. RETURNS AND ADJUSTMENTS. No Equipment may be returned by End User
for any reason without prior approval of Gatevox Communications Inc..
All returns shall be in original packaging or equivalent. End User shall
be responsible for all costs related to shipping to Gatevox
Communications Inc. any Equipment that is being returned. Any Equipment
returned to Gatevox Communications Inc. 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 Gatevox Communications Inc.,
return to Gatevox Communications Inc. any Equipment provided hereunder,
undamaged and in good working condition, in its original packaging and
with its original content or otherwise will be immediately responsible
for paying to Gatevox Communications Inc. an amount equal to the fair
retail price of the equipment minus any payments End User had previously
paid specifically for said Equipment.
17. TECHNICAL SUPPORT. Gatevox Communications Inc. 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.
18. 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 Gatevox Communications Inc. for all
attorney, court, collection and other costs incurred by Gatevox
Communications Inc. in the enforcement of Gatevox Communications Inc.'s
rights hereunder and Gatevox Communications Inc. may keep any deposits
or other payments made by End User.
19. INDEMNIFICATION. End User agrees to defend, indemnify and hold
Gatevox Communications Inc., its affiliates and its vendors harmless
from any claims or damages relating to this Agreement.
20. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL Gatevox
Communications Inc. 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 Gatevox Communications Inc. OR ITS VENDORS OR OTHERWISE.
21. WARRANTY AND LIABILITY LIMITATIONS. Gatevox Communications Inc.
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NEITHER Gatevox Communications Inc. NOR ITS VENDORS WILL BE
LIABLE FOR UNAUTHORIZED ACCESS TO Gatevox Communications Inc.'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, REGARDLESS OF WHETHER SUCH DAMAGE
OCCURS AS A RESULT OF Gatevox Communications Inc.'S OR ITS VENDORS'
NEGLIGENCE. ANY CLAIM AGAINST Gatevox Communications Inc. MUST BE MADE
WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION
OF SERVICE, WHICHEVER IS EARLIER AND Gatevox Communications Inc. HAS NO
LIABILITY THEREAFTER. Gatevox Communications Inc.'S LIABILITY IS LIMITED
TO REPAIR, REPLACEMENT, CREDIT OR REFUND. Gatevox Communications Inc.
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 Gatevox Communications Inc.. IN NO EVENT SHALL Gatevox
Communications Inc.'S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID
BY END USER TO Gatevox Communications Inc. IN THE PRIOR TWELVE (12)
MONTHS FROM DATE OF CLAIM.
22. 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.
23. 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 Gatevox Communications Inc. or its
vendors.
24. SOFTWARE COPYRIGHT. Any software used by Gatevox Communications Inc.
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.
25. SURVIVAL. The provisions of section 3, 5, 16, 17, 18, 19, 20, 21, 26
and 28 shall survive any termination of the Agreement.
26. NOTICES. Gatevox Communications Inc. 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 Gatevox Communications Inc. 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. 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.
27. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Gatevox Communications
Inc. 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 Gatevox Communications Inc. as may occur in spite of
Gatevox Communications Inc.'s best efforts.
28. GOVERNING LAW / RESOLUTION OF DISPUTES.
28.1. Mandatory Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT
MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND Gatevox Communications
Inc. 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”). This agreement to arbitrate also requires End User
to arbitrate claims against other parties relating to Services or
Products provided or billed to End User if Claims are asserted against
Gatevox Communications Inc. in the same proceeding. 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
$20, Gatevox Communications Inc. will pay all Fees and Expenses; and (b)
for Claims between $25 and $1,000, End User will pay only $20 in Fees
and Expenses, or any lesser amount as provided under AAA’s Supplemental
Procedures for Consumer-Related Disputes. End User and Gatevox
Communications Inc. 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 San Jose, Michigan. As a limited exception to the
agreement to arbitrate, End User and Gatevox Communications Inc. agree
that: (a) End User may file Claims in small claims court in Michigan, if the Claims qualify for hearing by such
court; (b) if End User fails to timely pay amounts due, Gatevox
Communications Inc. 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
Michigan Superior Court, or in the
United States District Court of Michigan.
28.2. Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT,
END USER AGREES TO PROVIDE Gatevox Communications Inc. WITH AN
OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE
CLAIM TO Gatevox Communications Inc. AT THE ADDRESS BELOW. IF Gatevox
Communications Inc. IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF
RECEIPT OF NOTICE, THEN END USER OR Gatevox Communications Inc. MAY
INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 28.1. All claim
notices should be sent to:
Director of Customer Service
Gatevox Communications Inc., Inc.
P.O. Box 832
Walled Lake , MI 48390
-or- billing@gatevox.com
28.3. Governing Law. The Agreement and the relationship between End User
and Gatevox Communications Inc. shall be governed by the laws of the
State of Michigan 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 Gatevox
Communications Inc. agree to submit to the personal and exclusive
jurisdiction of the courts within the state of Michigan, to the extent
possible in Oakland County, and waive any objection as to venue or
inconvenient forum. The failure of Gatevox Communications Inc. 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.
29. ENTIRE AGREEMENT. The terms and conditions of this Agreement, along
with the rates posted to the web site currently located at
http://www.gatevox.com,
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 Gatevox Communications Inc. and
End User.

