This page contains policies and terms applicable to Cloud One PBX services. Please refer to a specific service page for further information.
Business Terms of Service
Cloud One PBX LLC. BusinessTerms of Service
These Terms of Service constitute the agreement (“Agreement”) between Cloud One PBX LLC. (“we,” “us” or “COP”) and the user (“you,” “user” or “Customer”) of COP”s enterprise and small business communications services (“Service”). This Agreement governs both the Service and any devices, such as an IP phone, IP Softphone, Analog Telephone Adapter or any other IP connection device, sold or otherwise furnished to You by COP (“Device” or “Equipment”), and also applies to all lines on each COP account.
- EMERGENCY SERVICES – 911 DIALING
1.1 911 Dialing.
COP 911 Dialing is different than traditional 911 service offered by traditional telecommunications carriers. Most of our customers have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when you dial 911, your telephone number and registered address are simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. Customers in locations where the emergency center is not equipped to receive your telephone number and address have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak. As additional local emergency centers become capable of receiving our customers’ information, COP will automatically upgrade customers with basic 911 to E911 service. COP will not give you notice of the upgrade. You authorize disclosure of your name and address to third-parties involved with providing 911 Dialing to you, including, without limitation, call routers, call centers and local emergency centers.
1.2 Notify All Users.
You should inform any employees, guests and other third persons who may be present at the physical location where you utilize the Service of the important differences in and limitations of COP 911 Dialing as compared with basic 911 or E911.
1.3 Registration of Physical Location Required.
For each phone number that you use for the Service, you must register the physical location where you will be using the Service with that phone number. When you move the Device to another location, you must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address. You will register your initial location of use when you subscribe to the Service. Thereafter, you may register a new location by following the instructions from the “911″ registration link on your COP web account dashboard features page, or until such feature is available, sending an email to [email protected]. For purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you use with the Service. Regardless of what address you register, emergency calls you make from these devices will be routed to the national emergency response center.
1.4 Confirmation of Activation Required.
Your 911 Dialing feature will not be activated for any phone line that you are using with the Service, unless and until you receive an email from us confirming that the 911 Dialing feature has been activated for that phone line.
1.5 Service Outages.
(a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing. (b) Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband Service or ISP Service. Service outages or suspensions or disconnections of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning. (c) Service Outage Due to Disconnection of Your COP Account. Service outages due to disconnection, suspension or termination of your account will prevent all Service, including 911 Dialing, from functioning. (d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that COP is not responsible or liable in any way for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including 911 Dialing, which may result. In the event you lose Service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you disconnect the Service in accordance with this Agreement. (e) Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.
1.6 Re-Activation Required if You Change Your Number or Add or Port New Numbers.
911 Dialing does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number.
1.7 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls.
There may be a greater possibility of network congestion, delays and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks, including where emergency calls are first routed through a national emergency center.
1.8 Disclaimer of Liability and Indemnification.
We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any national or local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither COP nor its officers, employees or agents may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless COP, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney’s fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.
1.9 Alternate 911 Arrangements.
If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or disconnecting the Service. Customers that have a VoIP Gateway deployed and configured with one or more POTS lines will have 911 survivability in the event of a WAN outage at the site where the VoIP Gateway is deployed, and will be able to access emergency services from their VoIP handsets. The VoIP Gateway can also be configured to send ALL 911 calls over the POTS lines.
Service is offered on a Contract Term basis for a term that begins on the date that COP activates your service, as specified in the applicable Quotation. The term of this Agreement shall automatically renew for an unlimited number of successive periods equal to the lesser of one year or the original term of the contract thereafter, without adjusting the terms of this contract, unless you deliver written notice of non-renewal at least ten (10) days before the end of the then-current term.
2.2 Allowable Increase in Contracted Services.
As needed, Customer may increase the quantity of purchased services (e.g. for new users at an existing site, new sites/locations, etc.) without requiring any adjustment to this contract by providing a minimum of 10 days written notice to Customer’s COP Account Manager.
2.3 Use of Service and Device.
If you subscribe to COP”s services, the Service and Device are provided to you for commercial use by your organization only. You shall not resell, lease, loan, rent, operate on a “service bureau” or similar basis or otherwise transfer the Service to another party without our prior written consent.
2.4 Prohibited Uses.
(a) Unlawful Use. You shall use the Service and the Device only for lawful purposes. We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Device for an unlawful purpose. In the event of such disconnection, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Device for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, COP may provide information in response to law enforcement requests, lawful government requests, subpoenas, court orders, etc., and you hereby consent to any such information disclosures. (b) Inappropriate Conduct. You shall not use the Service or the Device in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior. We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Device in any of the aforementioned ways. In the event of such disconnection, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Device in any of the aforementioned ways, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, may will provide information in response to law enforcement requests, subpoenas, court orders, etc., and you hereby consent to any such information disclosures. Furthermore, COP reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.
2.5 Use of Service and Device by Customers Outside the United States.
Although we encourage you to use of the Service to place calls to foreign countries from within the United States and to use the COP Service as you travel, we do not presently offer or support the Service in any countries other than the United States. COP Service is designed to work generally with unencumbered high-speed internet connections. However, if the high-speed internet connection you are using is outside the United States and/or your ISP places restrictions on the usage of VoIP services, Services may not be available or may be degraded or otherwise inoperable. COP does not represent or warrant that use of the COP Service by you is permitted by any other jurisdictions or by any or all the ISPs. You will be solely responsible for any violations of local laws and regulations or violations of ISP terms of service resulting from such use. We reserve the right to disconnect your Service immediately if we determine, in our sole and absolute discretion, that you have used the Service or the Device in violation of laws of jurisdictions outside the U.S.
2.6 Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software.
(a) Copyright; Trademark. The Service and Device and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on our websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “marks”) are and will at all times remain our exclusive property. Nothing in this Agreement grants you the right or license to use any of our marks. (b) Unauthorized Usage of Device; Firmware or Software. To the extent of any firmware or software embedded or installed on the Device, or otherwise provided to you in connection with the Service, you are granted a nontransferable, non-exclusive, revocable license to use such firmware or software in object code form only (without making any modification thereto) exclusively for use in connection with the Service provided by COP, only during the term of this Agreement, and otherwise strictly in accordance with the terms and conditions of this Agreement. No further rights or licenses are granted to you or any third party, by implication, estoppel or otherwise, and COP reserves any and all rights of ownership and use. You expressly agree that the Device is exclusively for use in connection with the Service and that we will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. We reserve the right to prohibit the use of any interface device that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold COP harmless against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.
2.7 Tampering with the Device or Service.
You shall not change the electronic serial number or equipment identifier of the Device or perform a reset of the Device without our prior written consent. We reserve the right to disconnect your Service if we believe, in our sole and absolute discretion, that you have tampered with the Device. In the event of such disconnection, you will remain responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will immediately become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.
2.8 Theft of Service.
You shall not use the Service in a manner calculated to avoid COP policies and procedures. You shall not obtain or use the Services in an improper manner. You shall notify us immediately, in writing or by calling our customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the disconnection of your Service and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service. COP reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.
2.9 Number Transfer on Service Disconnection.
Upon the disconnection of your Service, we shall release to your new service provider all telephone numbers on your account if: such new service provider is able to accept such number; your account has been properly disconnected; and your account is completely current, including payment for all charges and applicable disconnection fees.
2.10 Service Distinctions.
The Service is not a telecommunications service and we provide it on a best efforts basis by reselling the communications services and facilities of third parties. Events and circumstances beyond our control may affect the quality or availability of the Service, such as power outages, fluctuations in demand for Services or fluctuations in demand for internet or communications services or facilities, equipment malfunctions and software errors and problems in your underlying broadband service. Other things may affect Service, such as maintenance and repair, scheduled downtime, etc. COP will act in good faith to minimize disruptions to your use of and access to Service. Important distinctions exist between telecommunications service and the Service offering that we provide. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies or under applicable laws, rules or regulations.
2.11 Ownership and Risk of Loss.
Unless you agree to rent or lease the Device in a separate written instrument with COP, upon the later of payment in full of the set-up fees or equipment fees specified on the Signed Quote or delivery of the Device to you, COP shall, and hereby does, sell, convey and transfer the Device to you AS IS and without warranty or representation of any kind or nature from COP. However, COP shall, and hereby does, to the extent assignable, assign or transfer to you all applicable manufacturer warranties on the Device. From and after the date of shipment of the Device to you, you shall bear all risk of loss of, theft of, casualty to or damage to the Device.
2.12 No 0+ or Operator Assisted Calling; May Not Support x11 Calling.
The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.
2.13 Use, Storage, and Other Limitations.
COP reserves the right to create and modify general policies and limits regarding the use of the Services (e.g. to limit the maximum concurrent utilization of PSTN connectivity and minutes, the maximum storage duration for content generated by the Service, the maximum number of emails or faxes transmitted, etc). COP offers Service plans that are often described as allowing unlimited minutes of use. COP reserves the right to review usage of all such unlimited plans to ensure “Fair Use”. We reserve the right to, as we deem necessary, immediately terminate Customer’s accounts without advance notice, or to take other action as necessary to ensure “Fair Use”. “Fair Use” means that the combined number of outbound and inbound minutes (including fax receipt) does not substantially exceed the average use for other COP unlimited plan Customers as measured on a per-user basis. In addition, such use shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing (including without limitation charitable or political solicitation or polling), call center operations, 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 reasonable business usage.
- CHARGES; PAYMENTS; TAXES; DISCONNECTION
When the Service is activated, you must provide us with a valid billing address and must maintain Service to a minimum of one Device. COP will provide you with an account statement at the end of every month. You agree to pay the balance on the account as shown in the statement within thirty (30) days, without deduction or offset of any kind or nature. Delinquent amounts shall bear interest at the rate of twelve percent (12%) per annum from and after the original due date. Your bill will be computed based on your account service fee and your per-minute usage, as applicable, as described in the Signed Quote. 911 Fees – State and/or local governments may assess fees on COP to pay for emergency services in your community. COP bills and collects 911 fees from its customers and remits such fees to the appropriate authority. COP is committed to supporting public safety services and resources in your State. At the time of this writing, COP is no required to charge any 911 fees in addition to those which are already covered in the monthly service amount. However, COP reserves the right to charge additional 911 fees as required by local, state, and federal ordinance.
3.2 Billing Disputes.
You must notify us in writing within 10 calendar days after the date of your account statement if you dispute any charges on that statement or you will be deemed to have accepted such statement and waived any right to contest such charges. All notices of disputed charges should be sent to: Billing Department Cloud One PBX LLC. Attn: Accounts Receivable 5 Brewster Street Unit 2 # 257 Glen Cove NY 11542 -or- [email protected]
3.3 Disconnection; Discontinuance of Service.
We reserve the right to suspend or discontinue your Service at any time in our sole and absolute discretion, without cause, after giving 60 days notice. If we discontinue your Service without cause, you will only be responsible for charges accrued through the date of disconnection, including a pro-rated portion of the final month’s charges and, if the effective date of discontinuation is within the first 12 months following activation of your Service, we will refund to you the fees you paid in the purchase or lease of equipment and setup of the Service. In addition, if you breach any of the terms or conditions of this Agreement, we may terminate this Agreement or disconnect your Service following written notice of breach if you have not cured such breach within 10 days thereafter. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus the disconnection fee, if applicable, all of which will immediately become due and payable. COP will pursue collection for unpaid amounts on disconnected accounts and may report to credit bureaus.
State and local governments may assess taxes, surcharges and/or fees on your use of the Service or Device.. These charges may be a flat fee or a percentage of your charges and may change from time to time without notice. These charges are based on the rates applicable to the address you provided to us. You are responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to you as set forth in this Agreement. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate.
3.5 Termination for Non-Appropriation of Funds.
Customer intends to remit all Contract Payments and other payments to COP for the entire Contract Term outlined in the signed proposal document. In the case of annual or multi-year contracts, and in the event Customer is not granted an appropriation of funds at any time during the Contract Term for the Services subject to this Contract, or for services which are functionally similar to the Services, and operating funds are not otherwise available to Customer to pay the Contract charges and other payments due and to become due under this Contract, and there is no other legal procedure or available funds by or with which payment can be made to Contractor, and the non-appropriation did not result from an act or omission by Customer, Customer shall have the right to terminate this Contract on the last day of the fiscal period for which appropriations were received, without penalty or expense to Customer, except as to the portion of Contract charges for which funds shall have been appropriated and budgeted. At least 30 days before the end of the Customer’s fiscal year, the Customer’s chief executive officer (or legal counsel) shall certify in writing that (i) funds have not been appropriated for the fiscal period, and (ii) such non-appropriation did not result from any act or failure to act by Customer.
3.6 Termination of Multi-Year Contracts.
If the Customer is under a multi-year contract and COP terminates Services to the Customer for nonpayment or other default before the end of the Contract Term, or if the Customer terminates service for any reason other than Non-Appropriation of Funds under paragraph 3.5, the Customer shall pay COP, with respect to each Interconnected VoIP User activated on the account, a service charge equal to the lesser of (1) $150 for 18 month contracts, $200 for two-year contracts, and $300 for three-year contracts, or (2) the remaining monthly service charges due under the multi-year contract (the “Early Termination Fee”). The Early Termination Fee is in addition to all other amounts owed and is not a penalty, but rather a charge to compensate COP for Customer’s failure to satisfy the Contract Term on which rate plan is based. The Customer is responsible for all applicable usage fees, prorated access charges, taxes, surcharges or other charges through the termination date.
- LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES
4.1 Limitation of Liability.
We will not be liable for any delay or failure to provide the Service, including 911 Dialing, at any time or from time to time, or any interruption or degradation of voice quality, including but not limited to any delay, failure, interruption or degradation of Service that arises from or is related to any of the following: an act or omission of an underlying carrier, service provider, vendor or other third party; equipment, network or facility failure; equipment, network or facility upgrade or modification; force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions; equipment, network or facility shortage; equipment or facility relocation; service, equipment, network or facility failure caused by the loss of power to you; outage of, or blocking of ports by, your ISP or broadband service provider or other impediment to usage of the Service caused by any third party; any act or omission by you or any person using the Service or Device provided to you; or any other cause that is beyond our control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 911 Dialing) to be connected or completed, or forwarded. Notwithstanding anything to the contrary in this Agreement, COP”s aggregate liability under this Agreement shall not exceed the actual amount received by COP on your account during the calendar month in which act, event or occurrence giving rise to such liability occurred. You acknowledge and agree that, but for such limitation of liability, COP would not enter into this Agreement and you would not benefit from the pricing contained herein.
4.2 Disclaimer of Liability for Damages.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL COP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
You shall defend, indemnify, and hold harmless COP, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney’s fees) arising from or related to (i) any breach of this Agreement by you or your agents or employees or (ii) the activation or use of the Service or Device by you or your agents or employees, or any failure, delay or unavailability of the Services, unless such failure, delay or unavailability is caused by the gross negligence or reckless conduct of COP.
4.4 No Warranties on Service or Device.
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE OR DEVICE WILL MEET CUSTOMER’S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER COP NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’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 COP”S OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY COP OR COP”S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
4.5 No Third Party Beneficiaries.
Except as expressly set forth herein, no provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
You will be liable for any and all liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your Service or Device (each such person, a “User”). You shall assure that your and your User’s use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to disconnect or suspend your Services and remove your or your Users’ content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement or interferes with our ability to provide Services to you or others. Our action or inaction under this Section will not constitute any review or approval of your or Users’ use or content.
5.1 Governing Law.
The Agreement and the relationship between you and us is governed by the laws of the State of New York without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 5.2, you shall submit to the personal and exclusive jurisdiction of the courts located within the State of New York and waive any objection as to venue or inconvenient forum.
5.2 Mandatory Arbitration and No Jury Trial.
Any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in New York. The arbitrator’s decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND TO CONDUCT ARBITRATION PROCEEDINGS IN, NEW YORK.
5.3 No Waiver of Rights.
Any party’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
5.4 Entire Agreement.
This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found in the Signed Quote constitute the entire agreement between you and COP and govern the use of the Service by you, guests and employees. This Agreement supersedes any prior agreements between you and COP and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations, whether written or verbal, concerning its subject matter. This Agreement supersedes any written terms provided to retail customers in connection with retail distribution, including, without limitation, any written terms enclosed within the packaging of the Device. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.
If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.
Notwithstanding anything to the contrary in this Agreement, all provisions regarding limitation of liability, indemnification, payments or compensation to COP of any kind or nature, portability of telephone number(s) after discontinuation of Service, disclaimers of warranties and all provisions in this Section 5 shall survive any termination or expiration of this Agreement.
5.7 Attorney Fees.
In the event COP undertakes collection efforts against you by and through an attorney, or initiates an action or suit to enforce the terms of this Agreement, the prevailing party shall be entitled to the payment of reasonable attorney’s fees and costs, together with such other legal costs as may be authorized by law.
All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) 1 business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) 1 business day after being sent to the recipient by facsimile transmission or electronic mail, or (iv) 4 business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to as follows: if to you, to the address, facsimile number, electronic mail address reflected on the Company books and records and, if to COP, to the address or electronic mail address specified in Section 3.2. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.
5.9 Time Periods.
In computing any time period prescribed or allowed by this Agreement, the day of the act, event or default from which the designated period of time begins shall not be counted, but the last day of the period so computed shall be counted, unless it is a Saturday, Sunday or legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday or legal holiday. When the period of time is less than 3 calendar days, intermediate Saturdays, Sundays or legal holidays will be excluded from the computation. If the specified time period is measured in business days, “business days” means Monday through Friday, but excluding United States national banking holidays.
This Agreement may be assigned or transferred by COP to any successor of all or substantially all of the assets of Provider or its assignee, following which you shall remit all charges or other compensation to such assignee. Except for the foregoing, this Agreement may not be assigned or transferred by either party without the express written consent of the other party hereto.
5.11 Customer References.
You hereby authorize COP Communications, Inc. to publish, at its own discretion, your company name, logo, basic biographic information, and other written materials in reference to your utilization of COP products and services.
- FUTURE CHANGES TO THIS AGREEMENT
We may change the terms and conditions of this Agreement from time to time by providing not less than ten (10) days written notice to you. COP will not implement changes in pricing within the specified term. COP reserves the right to modify pricing outside the specified term, provided that changes in pricing shall require not less than thirty (30) days written notice. Such notice may be given by regular U.S. Mail (including in written notices accompanying your account statements), by facsimile, or by electronic mail to the last e-mail address for notices that you have provided to COP.
COP Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. COP is not liable for any lack of privacy which may be experienced with regard to the Service.
Multi-Year Promotional Pricing Terms and Requirements
In addition to the existing COP Terms of Service, the Customer agrees to the following terms to qualify for the COP”s multi-year contract promotional pricing: discounts under the promotional pricing program are available only to full-priced end-users (i.e. no “Common Area Phones” allowed). The Customer must activate a minimum of 25 full-price end-users in order to qualify for this promotion. The Contract Term begins on the day we activate your service (i.e. the day telephone numbers are ported or new telephone numbers are assigned). The Customer hereby acknowledges it has received certain benefits from COP in exchange for any Contract Term greater than one month. If COP terminates Services to the Customer for nonpayment or other default before the end of the Contract Term, or if the Customer terminates service before the end of the Contract Term for any reason other than Non-Appropriation of Funds (as described in Paragraph 3.5 of the COP Communications Terms of Service), the Customer shall pay COP with respect to each Interconnected VoIP User activated on the account, in addition to all other amounts owed, a service charge equal to the lesser of (i) $200 for two-year contracts and $300 for three-year contracts, or (ii) the remaining monthly service charges due under the multi-year contract (either, the “Early Termination Fee”). The Early Termination Fee is not a penalty, but rather a charge to compensate COP for the Customer’s failure to fulfill the contract term on which rate plan is based. The Customer is responsible for all applicable usage fees, prorated access charges, taxes, surcharges or other charges through the termination date. At COP”s discretion, the Customer may be required to “trade-in” their existing telephone system and handsets to participate in the COP Free Phones promotion. In these cases, the Customer may be required to package existing phone system and place on a pallet to be collected by COP.
COP Communications Purchase and Installation Terms and Conditions
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. The terms and conditions of sale stated herein govern the Customer’s purchase of hardware, software and/or other products and services (an “Item” or “Items”) from Cloud One PBX LLC.., a New York Limited Liability Company (the “Provider”). By accepting delivery and/or installation of the Item(s) described on the invoice, Customer agrees to be bound by these terms and conditions. THESE TERMS AND CONDITIONS SUPERSEDE ANY CONFLICTING TERM OR CONDITION UNLESS (i) CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH PROVIDER, IN WHICH CASE SUCH SEPARATE AGREEMENT WILL GOVERN; OR (ii) THE PARTIES AGREE IN WRITING THAT SEPARATE WRITTEN TERMS AND CONDITIONS WILL APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, at the sole discretion of Provider.
- Other Documents.
These terms and conditions may NOT be altered, supplemented, or amended by the use of any other documents. Any attempt to alter, supplement or amend this document or to place an order for Items which is subject to additional or altered terms and conditions will be void, unless the parties otherwise agree in writing.
- Payment Terms.
Terms of payment are within Provider’s sole discretion, and unless otherwise agreed to by Provider, payment must be received prior to Provider’s acceptance of an order. Payment for the Items will be made by credit card, wire transfer, or some other prearranged payment method. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Provider may invoice parts of an order separately. Orders are not binding upon Provider until accepted by Provider. Any quotations given by Provider will be valid for the period stated on the quotation. Interest will accrue on any unpaid balances due to Provider at a rate of 1.5% per month (or the maximum legal interest rate allowed by applicable law, if less) from and after the due date.
- Order Cancellation.
Order cancellations must be received by Provider at [email protected].com within 24 hours of the time that the original order was placed. Cancellations received after such time will result in a 30% restocking fee.
- Shipping Charges & Taxes.
Prices do not include charges for shipping, handling, and applicable taxes. Such additional charges will appear separately on the invoice. Provider is obligated to withhold sales tax for any products delivered within the State of New York. Unless Customer provides Provider with a valid tax exemption certificate applicable to the Items’ ship-to location prior to Provider’s order confirmation, Customer is responsible for all taxes associated with the order.
- Title & Risk of Loss.
Title to the Items passes from Provider to Customer on shipment from Provider’s facility, provided that loss or damage that occurs during shipping by a carrier selected by Provider will be Provider’s responsibility. If a damaged Item is received, please contact COP Communications within 15 days of receipt of your order by e-mailing [email protected] or calling 516-501-3040. You must retain the original packing materials. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer’s responsibility. The foregoing notwithstanding, title to all software will remain with the applicable licensors. No loss or damage will relieve Customer from its payment obligations.
- Acceptance and Return Policies.
Customer must inspect the Items upon delivery and must accept or reject the Items no later than the close of business on the fifth full business day following delivery. Any Items rejected after such time will be subject to a 30% restocking fee. Items purchased directly from Provider by an enduser Customer may be returned by Customer within 30 days of the date of the invoice. Hardware must be received IN ORIGINAL PACKAGING, and a 30% restocking fee will apply. Customer will be responsible for paying shipping and necessary insurance fees when returning any Item(s) to Provider. Any set-up and/or configuration fees charged in connection with the Items will be refunded in full if the Items are returned within this period.
Hardware purchased from Provider comes with a 1-year limited warranty. Provider warrants that any Items, other than software, shall meet or exceed any specifications published by Provider or the manufacturer in the user manual delivered with the Item(s) and shall be free from defects in material or workmanship for a period of 1 year from the time of tender of delivery. Provider’s sole obligation (and Customer’s sole remedy) under this limited warranty shall be for Provider to repair or replace the Items, with new or refurbished parts, free of charge, at Provider’s principal of business. This limited warranty specifically excludes shipping, freight and insurance charges, if any. With respect to all limited warranty claims, Customer shall request telephone, technical and troubleshooting support from Provider in accordance with Provider’s normal business practices and, if and to the extent Provider is unable to resolve the problem and the problem appears to be a warranty claim hereunder, Provider will then instruct Customer regarding its warranty claim processing procedures. Such Warranty does not cover physical damage. The manufacturers. limited warranties, if any, applicable to Items purchased from Provider are included in the documentation provided with the Items. Provider makes no express warranties except those stated in this section. Any such warranties will be effective, and Provider will be obligated to honor any such warranties, only upon Provider’s receipt of payment in full for the Items to be warranted. Provider disclaims all other warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, lack of infringement of the rights of third parties or the compatibility or interoperability of the Items or software with other personal property or accessories (other than devices sold or furnished hereunder) that Customer uses with or connects to the Items or software. Any description of the Items contained on Provider’s website or promotional materials is for the sole purpose of identifying the Items and any such description is not part of the basis of the bargain and does not constitute a warranty that the Items will conform to the description. Provider reserves the right to modify its warranty at any time, at its sole discretion. All software is provided subject to any license agreements executed in connection therewith, and Provider does not warrant any software under these terms and conditions. Warranties, if any, for software are contained in the End-User License Agreements, as defined below, that govern the purchase and use of the software.
- License to Software.
All software, other than software owned, developed, controlled or licensed by any party other than Provider (“Third-Party Software”), provided to Customer is licensed subject to the terms set forth in any .click-wrap. license visually displayed upon installation or execution of the software (the .End-User License Agreement.). In the absence of any such End-User License Agreement for a particular software product, Provider grants upon delivery to or access by Customer, and Customer will accept, a non-exclusive license to use the software (other than Third-Party Software) solely in conjunction with the Items, subject to the following terms and conditions: (i) all title to, ownership of and all proprietary rights (including but not limited to patent rights, copyrights, trade secrets and other intellectual property rights) in and to the software, other than the limited rights expressly granted to Customer herein, will remain vested in Provider; (ii) Customer will not sell, transfer, assign, lease, loan, rent, sublicense, reproduce, duplicate, distribute or permit others to access the software or any rights under the software license granted hereunder; (iii) nothing contained in this Agreement obligates Provider to deliver software source code to Customer or any third party; (iv) Customer will not, and will not permit others to: copy, translate, modify, create derivative works from, reverse engineer, decompile, encumber or otherwise use the software; and (v) all appropriate copyright and other proprietary notices and legends will be retained on all software. With respect to Third-Party Software, Customer’s license and rights to use such Third-Party Software are subject to the terms and conditions of use specified by the owner, developer or manufacturer thereof.
- Limitation of Liability.
Provider will have no liability beyond the remedies set forth herein, including any liability for Items not being available for use or for lost or corrupted data or software. Provider will not be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, arising out of or related to (i) the use, possession or operation of the Items, or (ii) the conduct by Customer of its business and operations, or for any damages based on strict or absolute tort liability, negligence or other theory of liability even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein. Notwithstanding anything to the contrary contained herein, Provider’s liability in connection with the sale or license of the Items, if any, to Customer or its employees, agents, customers or invitees, or any third parties, is hereby, expressly limited to the purchase price paid by Customer and received by Provider in connection with the specific Items that are or were the proximate cause of any such liability.
- Force Majeure.
Provider will not be liable for loss or damage caused by any delay or failure to perform its obligations under these terms and conditions caused by failure of any machine, system of authorization, data processing or communications system, transmission link, strikes, lockouts, riots, war, fire, acts of God, accidents, material or transportation shortages, governmental restrictions or injunctions, or denial of import or export licenses, or compliance with any law, regulation or order, or due to any other circumstances or causes that have the effect of frustrating performance of these terms and conditions, or any other cause beyond the control of Provider.
- Miscellaneous Provisions.
The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference is to be derived therefrom. These terms and conditions may be modified only by a written instrument dated subsequent to the date hereof and signed by Customer and an authorized representative of Provider. If any provision or provisions of these terms and conditions are held to be invalid, illegal or unenforceable, such provision will be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Provider’s failure to insist on performance of any term or condition contained herein, or failure to exercise any of Provider’s rights hereunder, will not constitute a waiver of any of Provider’s rights or remedies hereunder. These terms and conditions will be exclusively governed by and construed in accordance with the laws of the State of Utah, excluding its conflicts of laws principles. Customer hereby irrevocably submits generally and unconditionally to the jurisdiction of any court located in the state of New York, and Customer and Provider irrevocably waive any rights to a trial by jury in any action or proceeding related to or arising from these terms and conditions. In any action at law or equity to enforce or interpret the terms hereof, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
COP Communications, Inc. Equipment Rental Agreement
The RENTER shall keep and maintain the rented equipment during the terms of the rental at his own cost and expense. He shall keep the equipment in a good state of repair, normal wear and tear excepted.
- Lost or Damaged Equipment.
The RENTER shall pay the OWNER full compensation for replacement and/or repair of any equipment which is not returned because it is lost or stolen or any equipment which is damaged and in need of repair to put it into the same condition it was in at the time of rental, normal wear and tear excepted, or any equipment which is returned without original packaging, power supplies, original Ethernet cable, etc. The OWNER’s invoice for replacement or repair is conclusive as to the amount RENTER shall pay under this paragraph for repair or replacement.
Notwithstanding the above, any equipment that fails due to manufacturer defect shall be replaced by OWNER at no charge for the duration of the rental period.
The RENTER shall not remove the equipment from the address of the RENTER or the location shown herein as the place of use of the equipment without prior written approval of the OWNER. The RENTER shall inform the OWNER upon demand of the exact location of the equipment while it is in the RENTERS’s possession.
- Sub-Lease or Sale.
The RENTER shall not attempt to sub-lease or sell the rented equipment to any third party, regardless of payment status, without the express written permission of OWNER.
- Expenses and Charges.
The equipment shall be delivered to RENTER and returned to OWNER at the RENTER’s risk, cost and expense. If a periodic rental rate is charged by OWNER, rental charges are billed to the RENTER for each period or portions of the period from the time the equipment is delivered to RENTER until its return. If a term rental rate is charged by OWNER, rental charges are billed to the RENTER for the full term even if the equipment is returned before the end of the term. If the equipment is not returned during or at the end of the term, then the rental charges shall continue on a full term basis for any additional term or portion thereof until the equipment is returned.
No allowance will be made for any rented equipment or portion thereof which is claimed not to have been used. Acceptance of returned equipment by OWNER does not constitute a waiver of any of the rights OWNER has under the rental agreement.
The RENTER shall allow OWNER to enter RENTER’s premises where the rented equipment is stored or used at all reasonable times to locate and inspect the state and condition of the rented equipment. If the RENTER is in default of any of the terms and conditions of this agreement, the OWNER, and his agents, at the RENTER’s risk, cost and expense may at any reasonable time enter the RENTER’s premises where the rented equipment is stored or used at any reasonable time and recover the rented equipment.
The RENTER shall not pledge or encumber the rented equipment in any way. The OWNER may terminate this agreement immediately upon the failure of RENTER to make rental payments when due, or upon RENTER’s filling for protection from creditors in any court of competent jurisdiction.
The OWNER makes no warranty of any kind regarding the rented equipment, except that OWNER shall replace the equipment with identical or similar equipment if the equipment fails to operate in accordance with the manufacturer’s specifications and operation instructions. Such replacement shall be made as soon as practicable after RENTER returns the non-conforming equipment.
RENTER indemnifies and holds OWNER harmless for all injuries or damage of any kind for repossession and for all consequential and special damages for any claimed breach of warranty.
- Legal Fees.
The RENTER shall pay all reasonable attorney and other fees, the expenses and costs incurred by OWNER in protection its rights under this rental agreement and for any action taken by OWNER to collect any amounts due to the OWNER under this rental agreement.
These terms are accepted by the RENTER upon delivery of the terms to the RENTER or the agent or other representative of RENTER.
COP Communications Call Recording Privacy Policies and Notices
COP Communications, Inc. provides the following information and notices in regards to the electronic recording of telephone communications. The information provided is restricted to general information in the public domain which pertains to the electronic recording of telephone conversations. COP Communications, Inc. is in no way dispensing legal advice, nor should any third parties construe any information herein as a disclaimer of any rights. COP Communications, Inc. also does confirm the accuracy of the information below. Any questions concerning the legal implications electronic recording of telephone communications should be directed to legal counsel unassociated with COP Communications, Inc. COP Communications, Inc. is not liable for any lack of understanding or knowledge regarding the use of electronic recordings of telephone communications by any other party. It is the responsibility of the individual party to become fully acquainted with accurate legal information regarding use of these services. Warranties, notices, and other information is included below. Both U.S. federal and state statutes govern the use of electronic, mechanical or other type of device recordings. The unlawful use of this type of equipment can lead to civil suit by the third parties, and can also incur criminal prosecution. Call recording laws vary by state. Laws pertain to obtaining either single party (only you, the caller need to provide consent) or multi-party consent (all parties on the call need to provide consent) before a call can be recorded. If you are calling from or to a multi-party consent state, then the consent of all parties on the phone is required to record the call. If you are calling from and to a single party consent state, then additional consent is not required. The following links are provided as a guide on federal and state call recording laws but by no means is this information the ultimate source on the subject and is included for informational purposes only:
US Federal laws only require a single party to consent to recording a telephone conversation. However, individual states have laws that require multiple parties to a call to provide consent. Federal and many state laws do not protect recording of calls for criminal or tortuous purposes.
1.2 Federal Laws
The Federal Statute associated with electronic recording of telephone conversations is: Electronic Communications Privacy Act of 1986 (“ECPA”), 18 U.S.C.§§ 2510-2522. There are two exceptions to the prohibition against call monitoring: 1) Consent of at least one party to the call; 2) Ordinary course of business exception. The ordinary course of business exception applies where the call recording concerns the legitimate operation of and during “ordinary course of business”.https://uscode.house.gov/download/pls/18C119.txt The Federal Communications Commission (FCC) (48 C.F.R. Sec. 64.501) requires at least one of the following measures be taken when recording an interstate phone call: 1) Both parties consent to the recording; or 2) The recording party must give verbal notification before recording; or 3) There must be a regular electronic beep tone during recording.
1.3 State Statutes
While the U.S. federal law only requires one-party consent, many states have drafted different statutes. In some states, all parties must give their consent or at least be notified that the call is about to be recorded (with necessary opt-out option: if you don’t like them to record the call, you can ask them to stop recording). A 1950s Supreme Court case affirmed that the federal law does not supersede state authority/statutes unless the call or the tap crosses state lines – which is why each state has established their own laws. States requiring single party notification: Alabama, Alaska, Arizona, Arkansas, Colorado, District Of Columbia, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Ohio, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, Wisconsin, Wyoming States requiring two (or multi-) party notification: California, Connecticut, Delaware, Florida, Maryland, Massachusetts, Michigan, Montana, New Hampshire, Nevada, Pennsylvania, Washington Individual State laws can be found at https://www.rcfp.org
1.4 Business Telephone Exception
The “business telephone” exception, which generally allows monitoring of calls and taping over an extension phone which is both provided to a subscriber in the ordinary course of a telephone company’s business and is being used by that subscriber in the ordinary course of its business. This provision generally permits businesses to monitor the conversations of their employees, including personal conversations. The federal statutes provide criminal penalties for unlawful interception of telephone conversations, including up to five years’ imprisonment or a maximum of $10,000 in fines. They also allow for civil remedies, by which private parties are entitled to recover actual and punitive damages, together with fees and costs.
1.5 Evidentiary Issues
Individuals and businesses that make surreptitious recordings often do so with the expectation that the recordings will be useful as evidence. Such recordings are subject to significant barriers to use as evidence. First, if made in violation of either federal or state law, the recordings will almost certainly be inadmissible. Second, even if lawfully recorded, the tapes will be exempt from the hearsay rule and will not, in most jurisdictions, be usable for impeachment. Anyone contemplating an evidentiary use of surreptitious recordings should consult with an attorney prior to making the recording.
1.6 Different Jurisdictions
Federal law may apply when the conversation is between parties who are in different states, although it is unsettled whether a court will hold in a given case that federal law “pre-empts” state law, but either state may choose to enforce its own laws. Therefore it is better to err on the side of caution when recording an interstate telephone call.
The FCC’s role in assisting consumers who believe their telephone conversations were unlawfully recorded is generally limited to ensuring that telephone companies enforce their tariff provisions regarding recording of telephone conversations. The only penalty that can be enforced by the local carrier is revocation of telephone service. (In the Matter of Use of Electronic recordings in Connection with Telephone Service.) The FCC protects the privacy of telephone conversations by requiring notification before a electronic recording is used to record interstate or foreign telephone conversations. These types of conversations may not be recorded unless the use of a electronic recording is: Preceded by verbal or written consent of all parties to the telephone conversation; or Preceded by verbal notification which is recorded at the beginning, and as part of the call, by the recording party; or Accompanied by an automatic tone warning device, sometimes called a beep tone, which automatically produces a distinct signal that is repeated at regular intervals during the course of the telephone conversation when the electronic recording is in use. Also, no electronic recording may be used unless it can be physically connected to and disconnected from the telephone line or switched on and off.
FCC Consumer Information Bureau: https://www.fcc.gov/cib/ Recording Telephone Conversations: https://www.fcc.gov/guides/recording-telephone-conversationsElectronic Communications Privacy Act of 1986 (“ECPA”), 18 U.S.C. 2510-2522: https://it.ojp.gov/default.aspx?area=privacy&page=1285 The Reporters Committee for Freedom of the Press: A Practical Guide to Taping Phone Calls and In-Person Conversations: https://www.rcfp.org/taping/ Interception And Divulgence Of Radio Communications: https://www.fcc.gov/guides/interception-and-divulgence-radio-communications U.S. Department of Justice: https://www.usdoj.gov/ USA Bulletin, September 1997 Vol. 45, No. 5, 6. Electronic Investigative Techniques I: https://www.usdoj.gov/usao/eousa/foia_reading_room/usab4505.pdf USA Bulletin, September 1997 Vol. 45, No. 5, 6. Electronic Investigative Techniques II: https://www.usdoj.gov/usao/eousa/foia_reading_room/usab4506.pdf Telephone Tape Recording Law. Ralph Thomas. National Association Of Investigative Specialists: https://www.pimall.com/nais/n.tel.tape.law.html
Terms of Service
Terms of Service
These terms of service govern the purchase and use of the business communications service and related equipment provided by Cloud One PBX LLC. (“COP”) and are between COP and the “Customer” identified in a signed sales quote.
The parties agree as follows:
- Authorized Parties.The person signing the sales quote acknowledges that he or she is an authorized representative of the Customer with authority to enter into this agreement on behalf of the Customer.
- Unless the sales quote states otherwise, the services are provided on a month-to-month basis, and the term begins on the date COP first activates Services for the Customer.
- Extension of Term.(a) Except as stated in section 3(b), if the sales quote states an initial term longer than one month, this agreement will be automatically extended for an unlimited number of successive one-year periods unless the Customer delivers notice of termination no less than 30 days before the end of the term.
(b) Instead of automatic extension under section 3(a), the Customer may elect to extend this agreement after the initial term on a month-to-month basis by delivering notice of its election to COP no less than 30 days before the end of the term.
- Early Termination.If the sales quote states an initial term longer than one month and the Customer terminates this agreement for any reason or if COP terminates this agreement because of the Customer’s breach, the Customer shall pay an early termination fee equal to the lesser of (1) $50 per device or SIP trunk for every six-month interval, or part thereof, between the date of termination and the end of the term or (2) all applicable Service Charges through the end of the term.
- Adding or Removing Services.The Customer may add Services to its account at any time, and COP will prorate the Service Charges for the first month. To reduce the number of Services, or to terminate this agreement, the Customer must notify COP no less than 10 days before the end of the term, and the reduction or termination will take effect after the end of the term. The Customer will be deemed to have terminated this agreement if the Customer removes all devices and SIP trunks from its account.
Equipment Purchase and Cancellation. (a) The Customer may cancel an equipment purchase without any fee by notifying COP no later than 24 hours after submitting the order.
(b) After 24 hours, the Customer may cancel an equipment purchase or reject delivered equipment by delivering written notice to COP no later than 5 business days after delivery of the equipment. The Customer shall pay a 30% restocking fee for all equipment purchases canceled or rejected under this section 6(b). COP will not accept any returned equipment that is not in like-new condition, that is returned without its original packaging, or that is returned more than 30 days after the date of delivery.
- Equipment Rental; Bundled Equipment.If the Customer is renting any equipment from COP, whether the rental is separately listed on the sales quote or bundled with Services, the terms of the Equipment Rental Agreement, available at
- Equipment Rental Agreement, are hereby incorporated by reference.
- Appropriate Use.The Services are for the Customer’s own commercial or governmental use only. COP may immediately terminate this agreement if it determines that the Customer is reselling Services or is using them in any way that is defamatory, harassing, or threatening or is otherwise inconsistent with applicable laws or these terms of service. If the Customer wants to use Services from outside the United States, it must determine whether doing so is legal in that location.
- Reasonable Use.The Customer acknowledges (1) that any reference COP has made to “unlimited” minutes or features refers to COP’s practice not to charge users on a per-minute or per-use basis when use is reasonable and (2) that COP does not offer “unlimited” plans for call center operations, fax spamming, or other activities that use an extraordinary amount of connectivity to the public switched telephone network (the “PSTN”). COP may limit PSTN connectivity, impose per-minute charges for excessive use, or terminate this agreement if it determines that the Customer’s average per-user PSTN connectivity is unreasonable as compared to other customers.
- Billing; Billing Disputes.(a) COP shall invoice the Customer each month for the Service Charges, Rental Charges, Bundle Charges, and any Other Charges. Except as permitted under section 10(c), the Customer shall pay each invoice in full by the due date.
(b) If this agreement is terminated, all unpaid Service Charges, Rental Charges, Bundle Charges, and Other Charges will become due immediately.
(c) To dispute an unpaid invoice, the Customer must, no later than the due date of the invoice, (1) notify COP of the dispute and (2) pay all undisputed portions of the invoice. To dispute a paid invoice, the Customer must notify COP of the dispute no later than 60 days after the date of the invoice. If the Customer fails to pay the undisputed portions of an invoice by the due date of the invoice, or if it fails to provide notice as required in this section, it hereby waives its right to dispute any portion of the invoice. The Customer must notify COP of any billing dispute by phone at (516) 801-3040, option 3, by email at [email protected], or by delivering notice to Cloud One PBX LLC., Attn: Accounts Receivable, 5 Brewster Street Unit 2 # 257 Glen Cove NY 11542.
- Non-Appropriation of Funds.If the Customer is a school or other government agency, and (1) funds are not appropriated to pay for the Services or functionally similar services in any fiscal period during the term of the agreement, (2) operating funds are not otherwise available to pay the Service Charges and Other Charges, (3) there is no other legal procedure available to pay the Service Charges and Other Charges, and (4) the non-appropriation did not result from any act or omission of the Customer, the Customer may terminate this agreement on the last day of the last fiscal period for which appropriations were received. The Customer shall provide notice of the non-appropriation no less than 30 days before the termination under this section is to become effective.
- Government Fees and Taxes.COP pays taxes and other costs imposed by government authorities in connection with its provision of Services. COP may charge the Customer a regulatory fee to recover any such taxes or other costs associated with Services provided to the Customer, regardless of whether COP has passed on such taxes or costs in the past. COP may increase or decrease the regulatory fee without notice.
- Late Fees.(a) COP may charge a late fee up to $15 or 1.5%, whichever is greater, for any amount unpaid by the due date. COP may charge a separate late fee for each whole or partial billing period the Customer’s payment is late.
(b) COP will charge a late fee for a disputed amount if (1) it was not paid by the due date and (2) COP determines that the Customer disputed the charge in bad faith.
(c) COP may use collection services to recover unpaid charges and may report late payments to credit bureaus or other entities. If COP refers any amounts to a third-party debt collection agency, the Customer shall pay a collection fee of up to 40% of the principal amount owed to COP plus any attorneys’ fees or other amounts COP spends to collect unpaid charges, as permitted under New York Code or other applicable state law.
- Returned Check Fees.COP may charge up to the maximum amount permitted by law if the Customer’s banking institution dishonors or reverses a check, draft, or other payment.
- 911 Dialing; Service Availability; Location Information.(a) The Customer acknowledges (1) that it has read and understood COP’s 911 and Service Availability Policy, which is available at E911 Service Availability, and (2) that 911 dialing service offered by COP (“COP 911 Dialing”) differs from 911 dialing service offered by traditional telephone carriers in the ways described in the 911 and Service Availability Policy, including that COP 911 Dialing will not function if the Customer loses electrical power or broadband internet connection or if anything on the Customer’s wide area network or local area network blocks the Customer’s connection to COP’s platform.
(b) The Customer shall provide COP the physical location of each device used to make or receive calls, and COP shall not initiate Services until it has received this information. If the Customer relocates any device, it shall promptly notify COP’s Operation Department of the device’s new location by phone at (516) 801-3040, or by e-mail at [email protected] and shall pay any fees associated with updating the location database.
(c) Location and callback information associated with a device will normally be automatically forwarded to an emergency dispatch center when using COP 911 Dialing. Because some emergency dispatch centers are not equipped to receive such location and callback information, the Customer acknowledges that it may need to provide location and callback information verbally. Automatic forwarding of location and callback information is not activated for any device until COP notifies Customer by e-mail that it has been activated.
- Limit of Liability.(a) COP and its representatives will not be liable for any damages or other claim arising from any person’s use of or inability to use the Services because of a failure or degradation of a third party provider’s network, a failure or degradation of broadband internet service, a force majeure event, or any other third-party cause, whether the claim is founded in breach of contract, breach of warranty, negligence or any other theory of liability.
(b) In no event will COP’s total liability under this agreement exceed the amount the Customer paid to COP in the month before the event giving rise to the claim.
- Disclaimer of Warranties.COP hereby disclaims the implied warranties of merchant ability, fitness for a particular purpose, non-infringement of intellectual property rights, and all other express or implied warranties for the Services and any related equipment.
- Manufacturer’s Warranty.COP hereby assigns to the Customer all rights it has under any manufacturer’s warranty for equipment it sells to the Customer. Subject to section 17, COP may assist the Customer in obtaining replacement or service under the manufacturer’s warranty.
- The Customer shall indemnify COP and its representatives against any claims arising from the use of or inability to use the Services by the Customer or its representatives unless the claim arises from COP’s gross negligence or reckless conduct.
- Non-Assertion.The Customer shall not, during or after its use of the Services, (1) assert any allegation that the Services (as they exist at or before the time of the Customer’s use) infringe the Customer’s intellectual property, or (2) authorize, assist, or encourage any third party to assert any claim that the Services (as they exist at or before the time of the Customer’s use) infringe the third party’s intellectual property.
- Risk of loss or damage to equipment during shipment belongs to the shipping party unless the receiving party has requested a different shipping carrier, in which case the receiving party bears the risk. After the equipment arrives at the location specified by the receiving party, the risk of loss or damage belongs to the receiving party.
- Call Recording.The Customer acknowledges that it has read and understood COP’s Call Recording Information, available at Call Recording Information.
- Entire Agreement; Modification.These terms of service constitute the entire agreement between COP and the Customer and supersede any previous agreement. COP may modify this agreement by posting revised terms online at Legal, without additional notice to the Customer. The revised terms of service will take effect 30 days after posting. No other modification to these terms of service will be effective unless made in a writing signed by both parties to the agreement.
- Binding Arbitration.Except for collection efforts under section 13(c) and enforcement of an arbitration order under this section 24, if the parties are unable to resolve any dispute arising from this agreement by direct negotiation, they shall resolve the dispute through binding arbitration in Glen Cove, New York before a single arbitrator from the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties hereby waive any right to a jury trial in connection with any claim arising from this agreement.
- Attorney’s Fees.If any arbitration or legal proceeding is validly instituted to enforce the terms of this agreement, the prevailing party may recover its attorneys’ fees and other costs.
- Governing Law; Personal Jurisdiction; Venue.This agreement is governed by the laws of the State of New York without regard to its conflicts-of-law provisions. If any litigation is validly instituted in connection with this agreement, the parties hereby consent to the exclusive personal jurisdiction of the courts in Utah and waive any objection as to venue or inconvenient forum.
- Waiver of Rights.Failure to enforce a right or provision under this agreement does not constitute a waiver of that right or provision.
- If any part of this agreement is declared unenforceable by a court, all other parts will remain enforceable.
- Sections 4, 10, 13, 14, 16, 17, 18, 19, 20, 24, 25, 26, 27, 28, 29, 30, and 31 of these terms of service will survive termination of this agreement.
- (a) COP shall deliver any notice to the Customer to the mailing address, fax number, or e-mail address stated in the sales quote. Except for billing disputes under section 10(c) or location updates under section 15(b), the Customer shall deliver any notice to COP by fax to 516-539-3342, by e-mail to [email protected], or by delivering it to 5 Brewster Street Unit 2 # 257 Glen Cove NY 11542. Either party may update its contact information for notices by delivering notice of the new contact information to the other party in accordance with this section 30(a).
(b) Notice will be deemed to have been given (1) when sent, if sent by email to the address specified in paragraph (a) of this section, (2) three business days after being mailed by registered or certified mail, postage prepaid; or (3) the next business day, if sent by commercial overnight delivery service; unless, with respect to (2) or (3), tracking information indicates delivery on a different date.
- COP may assign its rights and obligations under this agreement to any successor of substantially all of its assets. Otherwise, neither party may assign its rights or obligations under this agreement without the written consent of the other party.
- Effectiveness; Signature.This agreement will become effective when the Customer has signed the sales quote. The Customer may sign the sales quote by hand or by electronic means (for example, by using a commercial e-signature service or by typing the name of the Customer’s authorized representative into a web form).
- In this agreement, the following definitions apply:
- “Bundle Charges”means combined charges for Services and equipment rental. Where applicable, these are imposed instead of Service Charges and Rental Charges;
- “claim”means any loss, liability, damages, court costs, litigation costs, arbitration awards or fees, or other costs;
- “device”means a physical phone, soft phone, fax machine, analog telephone adapter, or other device used to make or receive calls using the Service;
- “Force Majeure Event”means, with respect to a party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that party and that prevents that party from complying with any of its obligations under this agreement, except that a Force Majeure Event will not include a strike or labor unrest that affects only one party, an increase in prices, or a change in law;
- “emergency dispatch center”means any local or national answering point for 911 calls;
- “Other Charges”means charges for late fees, toll-free minutes, international long distance minutes, local loop access, additional off-network minutes, number porting, expedited number porting, directory or phone book access, taxes, fees, and other variable, one-time, or recurring charges except for Service Charges, Rental Charges, and Bundle Charges;
- “Rental Charges”means the monthly charges for rental equipment on the Customer’s account;
- A party’s “representatives”are its officers, agents, employees, subsidiaries, and financial and legal advisers;
- “Service Charges”means fixed monthly charges for the Services on the Customer’s account; and
- “Services”means the hosted VoIP PBX service, IP service, local telephony service, DIDs, and other information or communications services offered by COP during the term of this agreement.
E911 Service Availability
Cloud One PBX LLC. (‘’COP’’) business telephone service differs from telephone service offered by traditional telephone carriers. These differences include differences in how 911 calls are handled. Some of the most important differences are explained below.
Cloud One PBX LLC. Business telephone service (the “Services”) will not function if a customer loses electrical power, if the customer experiences interrupted connection to its broadband internet service, or if the customer cannot connect to Cloud One PBX LLC. platform because of an obstruction on the customer’s wide area network or local area network, such as a port blocked by the customer’s internet service provider. These limitations also apply to Cloud One PBX LLC. 911 dialing service (“COP 911 Dialing”). The Services, including COP 911 Dialing, may not be accessible from a particular phone or other calling device if that device is not configured correctly or otherwise malfunctions. The Services are not set up to provide the autodialing functionality sometimes relied on by security systems, medical monitoring equipment, TTY equipment, etc. Customers should not rely on the Services to provide this functionality.
Enhanced 911 (“E911”) service is 911 service which includes automatic forwarding of location and callback information to emergency responders at a 911 answering point. Automatic forwarding of this information can assist emergency responders and can facilitate callback if a 911 call is dropped before completion. The information forwarded by the E911 system is called Automatic Location Information (“ALI”) and Automatic Number Information (“ANI”). To facilitate E911 service, COP requires each customer to register a physical address for each calling device on the customer’s PBX. The customer must provide an accurate and physical address for each device. The customer must also provide an updated address if the physical location of a device changes. The customer may notify COP of changes by phone at 516-801-3040, option 1, or by e-mail at [email protected]. After a customer provides address information for a device, there may be some delay before automatic forwarding of ALI/ANI is enabled. COP will notify the customer when automatic forwarding of ALI/ANI has been enabled. A device’s registered address is the only means by which to route a E911 call to the geographically-assigned E911 answering point. Therefore, if the customer registers incorrect ALI/ANI information, E911 call routing may not function correctly. If the geographically-assigned E911 answering point is unavailable, E911 calls may be forwarded to a different 911 answering point. Some 911 answering points are not equipped to receive ALI/ANI information. When an E911 call is directed to a 911 answering point that isn’t equipped to receive ALI/ANI information, the caller will need to provide location and callback information verbally. As with COP 911 Dialing generally, E911 service will not function if the Services do not function and will be inaccessible from a particular device if the Services are inaccessible from that device.
Notice to Users of COP 911 Dialing
Each COP customer is responsible to notify any individuals who may place calls using the Services of the limitations of COP 911 Dialing as described in this policy. COP will provide the customer with warning labels informing callers of the limitations contained in this policy and the customer is responsible to place them on or near each calling device used with the Services. If a customer has not received labels or needs additional labels, it may request them from Cloud One PBX LLC. Operations Department by phone at (516) 801-3040 or by e-mail at [email protected] In light of the limitations of COP 911 Dialing discussed above, COP recommends that each customer maintain 911 failover services or another alternate means to access traditional 911 dialing service.
Equipment Rental Agreement
Equipment Rental Agreement
This equipment rental agreement governs the rental of business communications equipment provided by Cloud One PBX LLC. (“COP”) to the “Customer” identified in a signed sales quote.
The parties agree as follows:
- Equipment Rental. All rental equipment must have a corresponding Service subscription for the entire rental term. The Customer shall pay the Service Charges or Bundle Charges corresponding to each device for the entire rental term.
- Term; Extension. (a) The initial term of this agreement may only be two, three, or five years and is equal to the term stated on the sales quote.
(b) The term will extend month-to-month after the initial term unless the Customer provides notice of termination at least 30 days before the end of the term.
- Equipment Purchase. (a) If the Customer is current with all payments, the Customer may purchase the rental equipment for one dollar after paying all Rental Charges or Bundle Charges for the rental term.
(b) COP hereby assigns title to the equipment to the Customer upon the Customer’s full payment in accordance with paragraph (a).
- Returns. No later than 15 days after the date of this agreement, the Customer may terminate this agreement by giving notice of termination to COP and paying a restocking fee equal to 25% of MSRP for the equipment.
- Billing. The Customer shall pay the Rental Charges or Bundle Charges for each rented handset in accordance with the billing provisions of the terms of service.
- Maintenance of Equipment. (a) The Customer shall keep the rental equipment in good working condition.
(b) If COP determines the rental equipment is damaged through abuse or neglect, the Customer shall pay COP an amount equal to the lesser of the cost to replace the equipment or the cost to repair the equipment.
(c) If the Customer fails to return the rental equipment within 10 days after the termination of the rental term, it shall pay COP an amount equal to the replacement cost of the rental equipment.
- Sub-renting of Equipment. The Customer shall not pledge, encumber, sub-rent, or loan the rental equipment to any third party without COP’s written consent.
- Defective Equipment. COP shall repair or replace any rental equipment that fails during the rental term due to a manufacturer’s defect at no cost to the Customer. COP will determine whether to repair or replace and may provide replacement equipment that has been previously used.
- Binding Arbitration. If the parties are unable to resolve any dispute arising from this rental agreement by direct negotiation, they shall resolve the dispute through binding arbitration in Glen Cove, New York before a single arbitrator from the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties hereby waive any right to a jury trial in connection with any claim arising from this rental agreement.
- Attorneys’ Fees. If any arbitration or legal proceeding is validly instituted to enforce the terms of this rental agreement, the prevailing party may recover its attorneys’ fees and other costs.
- Governing Law; Personal Jurisdiction; Venue. This rental agreement is governed by the laws of the State of New York. If any litigation is validly instituted in connection with this agreement, the parties hereby consent to the exclusive personal jurisdiction of the courts in New York and waive any objection as to venue or inconvenient forum.
- Waiver of Rights. Failure to enforce a right or provision under this agreement does not constitute a waiver of that right or provision.
- Severability. If any part of this rental agreement is declared unenforceable by a court, all other parts will remain enforceable.
- Survival. Sections 4, 5, 6, 9, 10, 11, 12, 13, 14, and 15 will survive termination of this rental agreement.
- Notices. (a) COP shall deliver any notice to the Customer to the mailing address, fax number, or e-mail address stated in the sales quote. The Customer shall deliver any notice to COP by fax to 516-539-3342, by e-mail to [email protected], or by delivering it to 5 Brewster Street Unit 2 # 257 Glen Cove NY 11542. Either party may update its contact information for notices by delivering notice of the new contact information to the other party in accordance with this section 15(a).
(b) Notice will be deemed to have been given (1) when sent, if sent by email to the address specified in paragraph (a) of this section, (2) three business days after being mailed by registered or certified mail, postage prepaid; or (3) the next business day, if sent by commercial overnight delivery service; unless, with respect to (2) or (3), tracking information indicates delivery on a different date.
- Assignment. COP may assign its rights and obligations under this agreement to any successor of substantially all of its assets. Otherwise, neither party may assign its rights or obligations under this agreement without the written consent of the other party.
- Effectiveness; Date; Signature. This agreement will become effective when the Customer has signed the sales quote. The date of this agreement will be the date the sales quote is signed by the Customer. The Customer may sign the sales quote by hand or by electronic means (for example, by using a commercial e-signature service or by typing the name of the Customer’s authorized representative into a web form).
Call Recording Information
Call Recording Information
This document provides customers with a starting point in their efforts to understand and comply with call recording laws. The information herein is general in nature and is available in the public domain. It is not legal advice. Cloud One PBX LLC. (“COP”) offers the information as-is, without any warranty of accuracy or applicability. Except for calls with COP which are accompanied by notice of possible recording (such as calls to COP customer service departments), COP does not record its customers’ calls. Each customer is responsible to understand and comply with the law, and COP encourages each customer to consult with an attorney before recording any calls. Call recording is regulated at the federal and state levels. Federal call recording laws apply only to interstate or international calls, and state laws govern intrastate calls. Those who unlawfully record a call may face civil suit and criminal prosecution.
The federal statute primarily associated with call recording is the Electronic Communications Privacy Act of 1986 (the “ECPA”). In general, the ECPA prohibits call recording as an unlawful “interception” of a communication. However, the ECPA allows recording if at least one participant on the call has consented to recording. Another exception, sometimes called the “business telephone” or “ordinary course of business” exception, generally allows an employer to record an employee’s phone calls if the calls use a business telephone and if the recording is within the ordinary course of the employer’s business. This exception has roots in the definition of “intercept” within the ECPA and is quite nuanced. COP strongly recommends that customers consult an attorney before relying on this or any other exception to the ECPA. Common carrier telephone companies are subject to additional federal regulations regarding call recording.
State laws vary in their treatment of call recording. However, most states require either that all parties to a call consent to recording or that at least one party consents. The states in each category are identified below.
States requiring only one party to consent to recording: Alabama, Alaska, Arizona, Arkansas, Colorado, District Of Columbia, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Ohio, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, Wisconsin, Wyoming
States requiring all parties to consent to recording: California, Connecticut, Delaware, Maryland, Massachusetts, Michigan, Montana, New Hampshire, Nevada, Pennsylvania, Washington
These categorizations are general and subject to change. Customers should consult an attorney or a responsible government authority — such as a state public utilities commission, public service commission, or department of commerce — for up-to-date details about regulation of call recording in that state.
The following references may help customers understand more about call recording. Electronic Communications Privacy Act of 1986 (“ECPA”), 18 U.S.C. 2510-2522: https://it.ojp.gov/default.aspx?area=privacy&page=1285 Recording Telephone Conversations:https://www.fcc.gov/guides/recording-telephone-conversations Reporter’s Recording Guide: A state-by-state guide to recording calls and in-person conversations: https://www.rcfp.org/reporters-recording-guide
Network Services Agreement
Network Services Agreement
This network services agreement governs the Cloud One PBX Managed Network (“COPMN”) and Cloud One PBX Business Continuity (“COPBC”) services provided by Cloud One PBX LLC (“COP”). It is between COP and the “Customer” identified in a signed sales quote.
The parties agree as follows:
- Terms of service.This agreement is subject to COP’s terms of service, which are available at Terms of Service.
- Term; extension of term.(a) The initial term of this agreement terminates twelve months after the first day of the first whole month after the Customer has signed the sales quote. COP shall prorate the Service Charges for any partial month at the beginning of the initial term.
(b) The term will automatically extend month-to-month after the initial term.
(c) This term applies to COPMN and COPBC and may be different than the term for other Services on the Customer’s account.
- Features of COPMN and COPBC.(a) COP shall:
(1) supply the network hardware identified in the sales quote in connection with COPMN or COPBC (the “Network Hardware”). The Network Hardware will be pre-configured to give priority to voice traffic over other network traffic;
(2) assign a dedicated project manager to assist the Customer with implementation;
(3) provide the Customer direct access to tier 2 phone support for all support calls without requiring the Customer to first engage tier 1 phone support;
(4) remotely update the Customer’s dial plan and voice-related router configuration upon request from the Customer; and
(5) monitor the performance of the Customer’s network for degradation likely to affect call quality.
(b) The network monitoring service identified in item 5 of section 3(a) will be accomplished via network monitoring software pre-installed on the Network Hardware (the “Software”). The Software will generate general network performance data related to the Customer’s local area network and wide area network and send the performance data to COP. The Software will not access, collect, or quantify any data transmitted on the Company’s network except the data the Software itself generates. The Software will run continuously in the background and will consume minimal network resources. The Customer acknowledges that call quality cannot be predicted with certainty based on network performance data collected by the Software.
- Additional feature of COPMN. If the Customer purchases COPMN, COP shall replace the Network Hardware via overnight shipping at no charge if the Network Hardware fails for any reason other than damage by the Customer. This feature is in addition to the features stated in section 3.
- Additional features of COPBC.(a) If the Customer purchases COPBC, COP shall provide the failover service stated in section 5(b) and shall replace the Network Hardware at no charge if the Network Hardware fails for any reason other than damage by the Customer. These features are in addition to the features stated in section 3.
(b) COP shall provide Network Hardware that will do the following in the event of an internet outage:
(1) detect the outage and route outgoing calls over an analog telephone line;
(2) terminate an outbound call if necessary to open an analog line for an outbound 911 call;
(3) accept incoming calls if the Customer has an open analog telephone line and direct the calls to a previously specified extension; and
(4) allow the Customer to make extension-to-extension calls to other COP users on its local area network.
(c) The fail over service stated in section 5(b) requires that (1) the Customer’s local area network remain operational during an internet outage and (2) the Customer have at least one analog telephone line, which the Customer shall obtain separately.
- Hardware ownership.COP owns the Network Hardware. At the end of the term, the Customer shall return it to COP at the Customer’s expense.