1. Standard Terms, Conditions and End User License Agreement

This is an agreement (“Agreement”) for services between you and GoodPhone.  Any of the following actions constitutes, without limitation or qualification, your approval to be bound by, and to comply with, the terms of this Agreement: (i) Your initialization of the service, either on the telephone or web page, through the use of your number and phone password; (ii) Your registering for service on our web page and selecting “I Accept” as part of the registration process; (iii) Your signature on a GoodPhone Setup Form; (IV) Your use of the GoodPhone service as previously defined.  If you are an individual entering this agreement on behalf of your company, you represent and warrant that you have sufficient and appropriate authority to encumber said company and are competent to do so.

 

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, CONDITIONS AND THE END USER LICENSE AGREEMENT, DO NOT USE THE GOODPHONE SERVICE, INSTALL GOODPHONE SOFTWARE ON YOUR DEVICES, OR LOG INTO YOUR SYSTEM TO ADMINISTER AND/OR MAKE CHANGES.

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1.1 License Agreement

GoodPhone grants you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-resalable license and right to use the services within the terms set forth in this agreement.  All rights not expressly granted under this agreement are specifically withheld and reserved by GoodPhone. Said reservation of GoodPhone’s rights include, but are not limited to, rights to any and all patents, source code, copyrights, trademarks, service marks, trade secrets, proprietary processes, and all other intellectual property rights that may be related to, or found in, your service. You agree to not take, or cause to take, any actions that could limit or interfere with the aforementioned reserved rights (examples include, but are not limited to modification of function, creation of works derived from GoodPhone source whether reverse engineered, inferred or decompiled) and further affirm that any actions taken, whether intentional, unintentional or inadvertent, constitute a violation of this agreement and are subject to, with or without notice, service suspension, cancellation, termination or other action as deemed appropriate at the sole discretion of GoodPhone. Upon termination of the service for any reason, your right to use the service immediately ceases.  You shall have no right and GoodPhone will have no obligation thereafter to forward any unread or unsent messages to you or any third-party.

 

You may not resell or transfer your service or your device(s) or provide a telephone service to anyone else by using your service or features of your service without prior written consent from GoodPhone.

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1.2 Disclosures and other pertinent information

You represent and warrant that you are at least 18 years of age possess the legal right and ability to enter into this agreement. You further affirm you will provide or have provided to GoodPhone in connection with your registration for service, true, accurate, current and complete name(s) (personal and/or business), address(es) (physical and/or billing and/or shipping), credit card/payment information and the E911 address(es) for all devices requiring E911 registration. You agree to provide GoodPhone any additional and/or supportive detail (by way of example, valid photo ID, credit card authorization form or supplemental form(s), etc.) which GoodPhone, in its sole discretion, determines may be required to activate, reactivate or continue your service.

 

If you provide information that is, or that GoodPhone suspects to be, false, misleading, inaccurate, not current, incomplete, fraudulent, or otherwise suspicious, GoodPhone has the right, in its sole discretion, to suspend or terminate your service and refuse any and all current or future use of all services by you. You agree and authorize GoodPhone to ask consumer reporting agencies or trade references to furnish GoodPhone with employment and credit information, and you consent to GoodPhone rechecking this information from time to time. You understand GoodPhone may, and authorize GoodPhone to, report personal and/or business payment and credit history or any other information in the possession of GoodPhone as deemed necessary to collect a debt, or as required by law.

 

In the process of establishing or maintaining service, GoodPhone may, at its sole discretion, require that you make, or increase a deposit. Said deposit(s) will be held as a partial guarantee of payment and cannot be used by you to pay your bill or delay payment. Unless otherwise required by law, deposits may be mixed with other funds and will not earn interest. If you default (as described in a section following) or this agreement is terminated, GoodPhone may, without notice to you, apply any deposit towards payment of charges due. If GoodPhone refunds the deposit to you, depending on your current payment method, said refund will either be refunded to the credit card on file or sent to you by United States first class mail to your last known address.

 

At GoodPhone’s sole discretion, you may start to utilize services prior to conducting, or the completion of, a credit review. GoodPhone reserves the right to subsequently demand a security deposit from you based on the results of credit reviews or other performance metrics.

As part of the credit card verification process, GoodPhone may place a $1.00 hold on your credit card. This hold will typically release within four business days but is subject to the terms and conditions of your financial institution.

You consent to GoodPhone monitoring and/or recording calls placed by you to GoodPhone concerning Your account or the service and you consent to GoodPhone contacting you from time to time.

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​1.3 Other Conditions of Use

 

1.3.1 Emergency Services, 911 and E911

You represent and warrant that you understand VoIP-based services – including the connection or establishment of VoIP calls to 911 – are subject to the vagaries of the Internet, and as such are inherently unreliable. To that end, you represent and warrant that you have and will maintain, always, a traditional Plain Old Telephone Service (POTS) telephone line, wireless or cellular service that will enable you to call 911 and any other applicable emergency service number. Emergency 911 services are offered by GoodPhone on a best-effort basis as part of GoodPhone’s VoIP phone service and are made available to physical VoIP phones when located in the United States and Canada and registered with GoodPhone’s Service (“E911-Available Device”).

 

You represent and warrant that you understand Emergency 911 services (including Enhanced 911 or “E911″) provided by GoodPhone may differ in certain respects from the emergency calling services provided by a traditional wire-line telecommunications provider. These differences may have an adverse impact upon the ability or timeliness of the provisioning or dispatching of emergency services to You or others in the event of an emergency. In addition, due to limitations on technology, the location reported by GoodPhone to the public safety dispatcher for Your telephone may not include your specific location within a business premise.

 

You are responsible for the accurate reporting and updating of the physical location where the service is to be used for each E911-available device, and for instructing each E911-available device user that s/he must provide GoodPhone with the specific location in which they are located within your premises in the event of an emergency. You are required to maintain valid E911 addresses for each of Your physical locations where your service is deployed. Should an emergency arise, emergency services may be delayed or unable to respond to your needs if your service does not have a valid E911 address on file. Not keeping GoodPhone apprised of the physical location of an E911-available device could result in a charge of $150 to your account.

You represent and warrant that you understand that in the event any E911-available device used to access service via the Internet, is moved to another location with suitable Internet access, even though you will be able to use the service without interruption it may take time to update emergency dispatch information, which could result in the failure to dispatch emergency personnel to the proper location.

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Enhanced 911 service has several limitations. Such limitations, including those discussed above, may prevent you from making emergency calls and include but are not limited to any of the following:

Loss of electrical power

Loss of Internet connection for any reason

Defective customer premises equipment (CPE)

Network congestion

Delays from updating your registered Service Address

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The GoodPhone E911 Service is not available for devices or addresses outside the United States or Canada.

You should inform all employees who may have access to the GoodPhone E911 service, about this section of the agreement and make sure they understand the terms and conditions under which the E911 service is available. In addition, they should use the following guidelines with respect to the service:

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Do not hang up on an E911 emergency service call unless and until instructed to do so by the 911 operator.

If the call is disconnected for any reason, immediately attempt to dial 911 again.

Be prepared to give Your physical address and a call-back phone number.

 

The FCC has an informative guide on VoIP and 911 Service that should be read thoroughly. This FCC guide can be accessed via the following URL: http://www.fcc.gov/guides/voip-and-911-service

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1.3.2 Access to the Internet and Availability of Service

When using VoIP or other Internet-based GoodPhone services, you acknowledge you must have operational and properly configured access to the Internet and hereby agree to provide, at your sole expense, your own Internet service with a third-party provider. You further agree to be responsible for payment of all Internet service fees including all equipment necessary to establish and maintain a connection to the Internet as may be required to use GoodPhone services.

Service availability and level(s) may vary due to conditions beyond the control of GoodPhone, including the type and state of your equipment. Service is subject to interruption or limitation due to factors including but not limited to: network capacity limitations, installation, repair, modification to the network, restrictions by GoodPhone’s long-distance providers, GoodPhone’s efforts to combat fraudulent use, non-payment, or other legitimate business and operational reasons.

Notwithstanding the foregoing, you represent and warrant that you understand VoIP-based services are subject to the vagaries of the Internet, and as such are inherently unreliable. You affirm GoodPhone has no duty under this agreement to provide insurance to your benefit against any losses caused by interruption of service, whether caused by disrupted access to the Internet, acts of God, scheduled maintenance windows or other reasons whether reasonably seen or unforeseen.

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1.3.3 Acceptance of Financial Responsibility & Default

You are responsible for paying all charges to your account for services. Whether charges result from use authorized or unauthorized by you, including but not limited to, long distance and directory assistance charges, and for all taxes and surcharges imposed on you or GoodPhone as a result of your use of the service. Long distance usage on each call is billed in one-minute increments and the cost is then rounded up to the nearest cent. During the Term of this Agreement, GoodPhone reserves the right to change rates, terms, fees, or taxes (as imposed by the applicable taxing authority) on, or discontinue its offering of, any feature of the service.  At the end of your term, or during any subsequent month-to-month period, GoodPhone reserves the right to change or discontinue any rate plan available to you.  GoodPhone reserves the right to impose an annual 5% increase in service fees on any plan type, paid monthly, monthly with contract, or annually, with no further notice to you.

 

Service under this agreement is subject to sales, use, gross receipts, and other taxes (other than a tax imposed upon the net income of GoodPhone), assessments, fees, surcharges, or other governmental charges relating to the services provided, whether or not denominated as a tax and whether imposed now or in the future upon you or GoodPhone. Taxes, surcharges, and assessments may be changed or added in accordance with the applicable taxing authority. Should GoodPhone be required to pay such taxes and/or fees on your behalf as described herein, or taxes and/or fees which the liability post-dates this agreement (e.g. future taxes and/or fees), You agree that you are liable for such taxes and/or fees and authorize the immediate charge of your payment method on file for the full amount due.

 

Any applicable installation charges and annual maintenance fees are paid for by you in advance. Should you be on an annual plan you will be billed monthly for normal usage, or for any taxes and incidental charges. Should your call traffic exceed a specified maximum amount in a given period, both of which are set at the absolute and sole discretion of GoodPhone, at any time during your billing cycle, GoodPhone reserves the right to immediately and without notice, debit your payment method for monthly traffic costs that have been thus far accrued on your account. This policy typically applies to accounts less than 180 days old; however, the policy may be expanded should GoodPhone deem it warranted. If you would like to know the maximum threshold on your service, please email customerservice@GoodPhone.com.

 

You shall pay all bills in full by the due date on the bill. Payment will be deemed made when received by GoodPhone unless payment is by means of a check that is later dishonored or by a credit card that is subsequently charged-back. There will be a $5.00 check processing fee assessed monthly. You must give GoodPhone written notice of any reasonable disputes that include clear and precise descriptions regarding the disputed charges appearing on your bill within 30 days of the date of the disputed bill. If written notice is not presented, all charges will be deemed correct and you waive any future recourse with respect to said bill and/or charges. All undisputed charges on the bill are due by or on the bill due date.

 

If you have authorized payment by credit card, no additional notice or consent will be required for billings to said credit card or account. You will advise GoodPhone of any changes to Your credit card account, such as account number or expiration date changes, etc. GoodPhone accepts credit and debit cards issued by most banks. Prepaid payment methods of any type are not accepted. Virtual/disposable credit cards are accepted from a limited list of financial institutions and subject to GoodPhone review. GoodPhone reserves the right to require prepaid or virtual/disposable payment methods be replaced with an actual credit card within two business days of notification. Failure to replace prepaid or virtual/disposable credit cards will result in account suspension. GoodPhone reserves the right to suspend service for any account(s) having invoices in excess of 30-days past due or upon receipt of a chargeback. In such cases, GoodPhone will send a notification email to the Billing Administrator(s) of the account. GoodPhone may, at its sole discretion, reinstate the service of your account after receiving payment of the chargeback amount, a $25.00 chargeback fee, and any other amounts/fees due. GoodPhone reserves the right to require, at its sole discretion, a deposit in an amount up to the average of the past four billing cycles prior to reinstating any account.

 

If you fail to pay any bill in full by the due date set forth on said bill, you will be liable for a late payment fee of $25.00 or for interest at the rate of 1.5% per month – whichever is higher, or a lower rate as required by state law. The interest rate may be compounded as permitted by state law. You authorize GoodPhone to refer your account, if past due, to attorneys and/or collection agencies for further action. If any collection action is taken, you agree to reimburse GoodPhone for reasonable attorneys’ fees, court costs, and any other costs and fees, including collection agency fees, undertaken to collect past due bills and/or any other fees. No provision of this agreement shall require the payment or collection of interest in excess of the maximum permitted by applicable law. If any interest hereby provided for is adjudicated to be unlawful, the provisions of this section shall govern and neither You, nor sureties, guarantors, successors, or assigns by you shall be obligated to pay any amount of interest, or any other sum paid for the use, forbearance, or detention of money, in excess of the lawful amount. If GoodPhone receives, collects, or applies as interest any such sum, such amount as permitted by applicable law shall be applied as a payment and reduction of the amount due and owing to GoodPhone under this or any other agreement, and if said amount has been paid in full, any remaining excess money shall forthwith be returned to you. GoodPhone may assess an additional fee of twenty-five dollars ($25) for each check returned for nonpayment.

 

You affirm and authorize all credit card charges related to your accounts (identified by way of example from e-mail address, credit card or billing information) with a past due balance on an open, suspended, or previous account be charged any outstanding balance upon opening a new account and/or updating credit card information on file. You further acknowledge GoodPhone has no obligation to provide you with any services whatsoever until all outstanding balances related to any of Your past or current accounts have brought current.

 

You may, at GoodPhone’s sole discretion, be deemed to be in default (“Default”) of this agreement if: (a) You fail to pay the full amount billed to you under this agreement, or any other agreement between you and GoodPhone, within three (3) business days after the due date; (b) You have in the past established a pattern, at GoodPhone’s sole discretion, of non-payment of amounts due GoodPhone or our affiliate(s); (c) You cancel service prior to the end of the term of this agreement; (d) You breach any representation to us or fail to perform and/or adhere to any of the terms you have affirmed in this agreement; (e) You are subject to any proceeding under the Bankruptcy Act or similar laws; (f) You engage in any activity that constitutes, at GoodPhone’s sole and absolute discretion, illegal or unauthorized use of service or equipment; (g) You use the service or equipment in such a manner that it interferes with or adversely affects GoodPhone’s ability to deliver service to any other subscribers; (h) You have failed to respond to calls or email attempts to contact you about your account, or; (i) Your usage of service is deemed by GoodPhone, at its sole discretion, to be excessive. If you are in default, GoodPhone may, at GoodPhone’s sole discretion, with or without notice, suspend or restrict your service and/or terminate this agreement, in addition to all other remedies available to GoodPhone. GoodPhone may require reactivation charges and deposits as set forth above, to restore service after termination or suspension. Upon termination or suspension, you are responsible for paying all amounts and charges owing and/or damages determined under this agreement, including any applicable cancellation fee(s). You agree to pay all costs including attorneys’ fees, collection costs and court costs GoodPhone may incur in enforcing this agreement through any adjudication process.

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1.3.4 Term of Service and Requests for Modification

The term of this agreement begins on the date you or GoodPhone activates your service. Monthly-billed service plans will automatically renew each month, whereas annually billed service plans will automatically renew every twelve (12) months for another twelve (12) month term.

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You acknowledge and approve modification request(s) from the following person(s) (“Approved Persons”): person(s) able to provide the account name, unique account number, and the contact telephone number used by you under this agreement and who is listed as a Billing Administrator in the GoodPhone billing portal for your account.

You and/or Approved Persons may request cancellation of this agreement at any time by making such in writing or by email to sales@GoodPhone.com. Accounts will be canceled by GoodPhone within a reasonable timeframe. You authorize GoodPhone to cancel your account at, and by the request of, approved persons. The effect of cancellation shall be to relieve you of the obligation to pay new fees subsequent to the date in which cancellation becomes effective. You represent and warrant that you understand said account will no longer be able to utilize any of the services enjoyed while the account was active. You further affirm that all current fees, including those accrued but not yet billed or invoiced, are still owed and will be paid upon receipt of final invoice.

 

Account cancellation shall not impair or discharge any of your obligations or liabilities for use of services subsequent to the initial request of cancellation yet prior to the effective date of said cancellation. You shall not be entitled to any refund of any portion of the accrued charges for the month in which cancellation notice was received, up until the date that the cancellation becomes effective.

 

Early cancellation of an annually paid account, during its first 12-month period, will result in the billing of the number of months used in said period in which the account is canceled, with no proration inside of a billing month. Billing for said months will be at the standard, non-discounted, monthly rate for the type of rate plan in use, with a minimum of four (4) months billed within the first twelve (12) months of service. If the plan being canceled is no longer offered at the time of cancellation, the amount billed will be based on the last price in place at the time said rate plan was available. A penalty charge of 20% of the initial annual payment amount will also be applied. All other charges, taxes, and fees other than those for basic service will still be due. Cancellation of an annual account at any time subsequent to its initial 12-month period are subject to a penalty charge of 100% of the remaining term of the contracted period.

 

You and/or Approved Persons may request a change of Plan(s), which must be submitted in writing or by email to customerservice@GoodPhone.com. You warrant You understand that requests for change may be approved or denied at the sole discretion of GoodPhone.

 

You acknowledge that approved changes to your service may result in charges and administration fees, including any applicable early cancellation fee(s), should such fees apply to your current plan. Approved change requests will take effect at the beginning of Your next billing cycle. You may request to have your plan converted mid-billing cycle for a one-time fee of $25 per conversion. Expedited conversions typically take 2-4 business days. Account fees for expedited conversions will not be prorated. You are limited to three (3) plan conversions during any twelve (12) month period. Additional conversions will be assessed $50 each. If you convert to a plan having a term which is shorter than your previous plan, you may remain obligated for the full term of the original plan.

 

1.3.5 Marketing and other communications from GoodPhone

GoodPhone may send promotional or other marketing-related communications to your email address(s) on file. These communications are intended to be informative (e.g. GoodPhone has added a new function or service to our platform that we feel will enhance your experience) or supportive of your general use of the service. You can, at any time, choose to reduce or completely opt-out of these communications by selecting options available at the bottom of each email. You acknowledge that opting out of promotional or other marketing-related communications will not prevent you from receiving other email or phone communications from our support, billing, or other departments for their business process-specific purposes.