Terms of Service

Effective: April 1, 2024

Please read these Terms of Service carefully before opening an account for Services, or otherwise using the Services. If you do not agree with this Agreement (as defined below), do not use the Services.

This Agreement governs the purchase and use of the Services (as defined below) provided by SIP.US ("SIP.US”). The individual or legal entity opening an account for Service under this Agreement shall be referred to as “Client”. SIP.US and Client hereinafter are individually a “Party” and collectively the “Parties”.

By using the Services, and/or selecting a Yearly Service Plan (as defined below), Client agrees to be bound by this Agreement. SIP.US may modify all or any part of this Agreement by posting the updated terms on its website at http://www.sip.us/. Client’s continued use of the Service after changes to this Agreement have been published constitutes acceptance of the updated Agreement.

1. TERM.

This Agreement will continue so long as Services are installed, accessed, or otherwise used by Client. Either Party may terminate the Agreement or any Services without cause at any time, subject to the below.

2. SERVICES.

SIP.US shall provide to Client the Services set forth in the Service Terms and Conditions or as available in the on-line portal (each a “Service,” and, collectively, the “Services”) all of which are subject to the terms and conditions of the Terms of Use (as defined below), these Terms of Service, the Service Terms and Conditions and any accompanying documentation, as well as any policies that may describe the Service(s) being purchased (collectively the “Agreement”). All of these form the final written agreement between SIP.US and the Client. Services are subject to availability and SIP.US has the right not to accept any Order (as defined below) for Service submitted by Client.

3. SERVICE ORDER PROCEDURE; RATES.

SIP.US will use commercially reasonable efforts to meet Client’s requested service start date(s) and will notify Client if SIP.US does not anticipate that it can meet any requested service start date(s). Prior to using the Services, Client must submit an Order for Services (the “Order”) through SIP.US’s on-line portal. Any Order for Services not accepted by SIP.US will not be valid and SIP.US will have no liability or other obligations to Client if Client utilizes Service(s). SIP.US’s on-line standard terms will apply in addition to the documents comprising the Agreement, and Client will remain obligated to pay for such Service(s) pursuant to this Agreement.
Client will be charged applicable Taxes (as defined below) and Governmental Charges (as defined below) for the jurisdictions in which Service(s) are provided. Rates are available in the on-line portal or on its website http://www.sip.us/. Miscellaneous charges and/or fees imposed by any third-party carrier or any underlying provider from time to time, whether charged to or against SIP.US, will be payable by Client, including, without limitation, any cost recovery fee which Client agrees represent an accurate and non-inflated recovery of the miscellaneous charges and/or fees to or against SIP.US associated with the provision of Service(s) by SIP.US to Client (“Third-Party Charges”) SIP.US will use commercially reasonable efforts to provide Client information regarding any such Third-Party Charges, including, without limitation, prior notice of any such charges and/or fees if reasonably practicable under the circumstances.

4. PAYMENT.

Automatic Monthly Billing. Unlimited SIP Trunking plans, DID telephone numbers, and certain hosted dedicated and virtual PBX Services are provided on a monthly basis, with an automatic monthly renewal unless Client cancels its Services in accordance with the Agreement. Client agrees to pay SIP.US the recurring monthly service charges, set-up charges and usage charges, if applicable, for its use of the Services plus any applicable Third-Party Charges, Taxes and Governmental Charges as set forth herein.
Usage Based Fees. Client has the option of selecting a per-minute trunk billing option for its calling plan. Calls under this plan are billed in real-time with the computed balance deducted from the prepaid trunking balance after each call is completed.
Unless the Parties expressly agree otherwise, Client shall remit payment for Services and applicable Taxes, Governmental Charges, Third-Party Charges, fees, administrative assessments, and surcharges in U.S. Dollars prior to any Service being used by the Client. Except for usage based fees, all fees are due in advance on the first day of each billing period.
Client shall be responsible for accurately providing SIP.US with Client’s valid payment information, including a valid payment method and email address. Unless otherwise agreed, Client shall remit all payments by wire transfer, ACH, or credit card and Client understands and agrees that processing of Client’s credit card payments may be denied or discontinued by SIP.US at any time and in its sole discretion. SIP.US reserves the right to charge a fee for each credit card transaction. Client agrees that SIP.US may receive updated information about Client’s account from the financial institution issuing your credit card. SIP.US shall use commercially reasonable efforts to post payments to Client’s account once SIP.US receives notification of the receipt of payment.
If Client chooses ACH as a payment method, Client will be required to complete an ACH authorization form. There will be a twenty-five dollar ($25) fee charged for any ACH transaction that is unsuccessful for any reason, including but not limited to insufficient funds.

5. SECURITY DEPOSIT AND CREDIT LIMITS.

Prior to the initiation of Service and throughout any Service Term (as defined below), SIP.US may require Client to provide SIP.US with necessary credit information so that SIP.US may ascertain Client’s commercial creditworthiness. SIP.US may request, in its sole discretion, for Client to provide a cash deposit or any other form of deposit in the sole discretion of SIP.US (the “Security”) if SIP.US is reasonably concerned about Client’s ability or willingness to pay for Service (including, but not limited to, Client’s failure to remit payment for Services by the due date (the “Due Date”), a significant change in Client’s financial condition, or a material increase in Client billings with SIP.US). Failure by Client to provide Security or any additional Security at the request of SIP.US may result in the suspension (and subsequent termination) of Services being provided to Client and termination of this Agreement in the sole discretion of SIP.US. Upon expiration of this Agreement, and after all payments have been made by Client hereunder, any remaining Security shall be refunded to Client.

6. RATES AND CHARGES.

Client shall pay the rates and charges as published on http://www.sip.us/ or in the Client’s online account, as applicable.
If Client selects a 1-, 2- or 3-year service term (the “Service Term”) for Services (“Yearly Service Plan”), Client will be obligated for the associated rates and charges for the entire Service Term. An early termination of a Yearly Service Plan may subject Client to Early Termination Charges.
If Client orders Services on a Yearly Service Plan and adds Services during the Service Term, the service term of the added Services will be co-termed with the Service Term of Client’s initial Order.
Subject to (e) below, upon expiration of a Yearly Service Plan, the Services will renew on successive one (1) month terms at Client’s then current rate.
If Client orders additional Services upon expiration of a Yearly Service Plan and selects another Service Term that would be subject to a Yearly Service Plan, then all Services (new and expiring) will be subject to the same new Yearly Service Plan.
Non-recurring charges will be applied to the ordering, moving, changing, disconnection or reconnection of a Service.
The rates published on http://www.sip.us/ or in Client’s online account are subject to change.
Client will be eligible to receive a one-time refund for any Order if requested by Client within thirty (30) days of the date of the Order.

7. EARLY TERMINATION CHARGES.

If applicable, if: (a) Client terminates a Yearly Service Plan prior to expiration of the Service Term for reasons other than Cause; or (b) SIP.US terminates a Yearly Service Plan prior to expiration or the Service Term for cause pursuant to the Sections entitled “Termination for Cause” or “Termination by SIP.US,” then Client shall pay, within ten (10) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to one-hundred percent (100%) of the rates and charges in the unexpired portion of the Service Term, plus (iii) a refund of any and all installation waiver credits, sign-up credits, or up-front credits and discounts provided to Client.

8. GOVERNMENTAL CHARGES.

Governmental Charges are fees SIP.US is permitted or required to collect from its Clients in support of statutory or regulatory programs in connection with providing Services (“Governmental Charges”). These charges include, but are not limited to, regulatory compliance, Telecommunication Relay Service (“TRS”), E911, access, Communications Assistance for Law Enforcement Act (“CALEA”), Universal Service Fund (“USF”) and other similar costs. If the fees are adjusted, SIP.US shall provide notice to Client of any such change. Any change shall become effective beginning on the first day of the next calendar month following notice to the Client.

9. TAXES.

In addition to payment for the rates and charges for Service(s), Client is responsible for payment of all sales, use, gross receipts, value added, excise, services, labor-related, consumption, and other local, state and federal taxes, fees, charges and surcharges, however designated, imposed on or based upon the provision, sale or use of the Services, excluding taxes based on SIP.US’s employees and net income (“Taxes”). If Client claims that its purchase of the Services is subject to tax exemption, Client must furnish SIP.US with the proper tax exemption certificate as authorized by the appropriate taxing authority or required by statute or regulation. If applicable, SIP.US will not collect such tax amounts from Client beginning on the date such certificate is provided. However, if SIP.US does not collect such amounts in reliance on Client’s tax exemption certificate, which certificate is later determined to be inadequate, then, as between SIP.US and Client, Client shall be liable for such uncollected amounts and for all interest, penalties and additions to tax which are determined to be due with respect to such uncollected amounts. SIP.US will not issue any credit(s) for applicable taxes, tax-like charges and surcharges assessed prior to its receipt of Client’s evidence of exemption. Notwithstanding any Client representation that any exemption application is pending, no exemption shall be available to Client until Client presents SIP.US with the valid certificate(s).

10. BILLING DISPUTES.

If Client disputes charges or application of Taxes, Client must give SIP.US written notice of such dispute on the earlier of, the Due Date or the date the charge appeared on Client’s account (the “Dispute Period”). If notice of a dispute is not received by SIP.US within the Dispute Period, such charge shall be deemed to be correct and binding on Client. To dispute a charge, Client must present to SIP.US a detailed written statement disputing such charges which statement shall include but is not limited to, documents concerning the disputed billing discrepancies, and agrees to negotiate in good faith with SIP.US for the purpose of resolving such dispute within thirty (30) days. If Client does not pay any or all of the undisputed charges, SIP.US shall have the right to exercise its remedies as described herein. below. Nothing contained herein shall limit Client’s right to dispute amounts at any time following the Dispute Period, however, SIP.US shall not be obligated to consider any notice of disputed charges that it receives after the Dispute Period.
Each Party agrees to negotiate in good faith for the purpose of resolving any properly raised dispute(s) relating to a charge on Client’s account, subject to the following:
1. if the dispute is mutually agreed upon and resolved in favor of SIP.US, Client agrees that no credit will be due from SIP.US;
2. if the dispute is mutually agreed upon and resolved in favor of Client, Client will receive a credit for the disputed charges; and
3. if SIP.US has responded to Client’s dispute in writing and the Parties fail to mutually resolve or settle the dispute within the Dispute Period (unless SIP.US has agreed in writing to extend such period), Client agrees that no credit will be due from SIP.US.

11. TERMINATION FOR CAUSE.

Either Party may terminate the Agreement or a Service for cause. Except for Client’s failure to pay as specifically provided below, “cause” shall mean a material breach of any material provision of the Agreement, and such breach is not cured within thirty (30) days after delivery of written notice from the non-breaching Party. SIP.US shall not be deemed to be in breach of the Agreement for its failure to meet any anticipated service installation or delivery date if such failure is caused, in whole or in part, by (i) a Force Majeure event; (ii) actions by Client or its end users; (iii) construction delays and/or costs; or (iv) inability to implement Service(s).
If any federal, state or local statute, rule, order, regulation or order by a court of law or regulatory authority, or anything similar to the foregoing effects a change (a “Change in Law”) which has a material adverse impact upon either Party under this Agreement, then the Parties will use reasonable efforts to revise this Agreement so that such Party is no longer impacted in a material adverse fashion and preserves, to the maximum extent possible, the respective positions of the Parties. If the Parties are unable to agree upon revisions to this Agreement in accordance with the above, then the Party impacted in a material adverse manner shall have the right, at its sole discretion, to cease performance of the obligation(s) that is materially and adversely affected upon prior written notice, and either Party shall have the right to terminate the relevant Service as set forth in this Agreement.

12. TERMINATION BY SIP.US.

Termination with Notice. In the event Client fails to pay for Services by the Due Date and/or maintain sufficient account balance, SIP.US may immediately suspend Services. In addition, if Client disputes a charge, but fails to pay any undisputed amounts within ten (10) days of the default notice, such nonpayment shall be considered “cause” for termination as indicated above and SIP.US may discontinue one or more Services and/or terminate the Agreement. Upon thirty (30) days written notice, SIP.US may discontinue one or more Services and/or terminate the Agreement if: (i) after SIP.US’s request, Client fails to provide a bond or Security; or (ii) if, as determined by SIP.US in good faith, Client provides false information to SIP.US regarding the Client’s identity, creditworthiness, or its planned use of the Services.
Termination or Suspension without Notice. SIP.US shall have the right to terminate or suspend one or more Services or terminate the Agreement without notice to Client, if in the opinion of SIP.US; (i) the interruption of the Service(s) is necessary to prevent or protect against fraud or otherwise protect SIP.US’s or any of SIP.US’s clients, personnel, facilities, or network; (ii) SIP.US has reasonable evidence of Client’s illegal, improper or unauthorized use of the Services; (iii) is required by legal or regulatory authority, or (iv) Client’s insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver or other similar event.
Any termination, disconnection or suspension of Service(s) shall not relieve Client of any liability incurred prior to such termination, disconnection or suspension, or for payment of the unaffected Services and applicable data storage fees and charges. SIP.US reserves the right to pursue all available legal remedies if it terminates the Agreement or disconnects Service(s) in accordance with this Section. All terms and conditions of the Agreement shall continue to apply to any Service(s) not so terminated. If SIP.US terminates a Service(s) in accordance with this Section, and Client wants to restore such Service, Client must remit all past due charges to SIP.US, and pay a twenty-five dollar ($25) reconnection fee. During any period of suspension or termination of Client’s account, Services will be unavailable to Client.
In the event that SIP.US terminates this Agreement, the Services, or any ancillary Services, all of your data, including all recordings, will be deleted on or after the date that SIP.US cancels such Services, without further notice to Client.

13. TERMINATION BY CLIENT.

Client may terminate the Agreement and/or any Service upon Client’s thirty (30) day prior written notice to SIP.US, without incurring termination liability as a result of SIP.US’s breach of any law, rule or regulation that affect’s Client’s use of Services(s) and which breach remains uncured at the end of the notice period.
Disconnect Notice and Service Disconnects. Any requests for disconnection of a Service by Client will become effective approximately thirty (30) days after SIP.US receives notice of such request for cancellation. In order for a Service to be disconnected by Client request, Client must open a ticket through the SIP.US on-line portal under the billing options tab or call SIP.US at 1.800.566.9810 and speak to the billing department. Client must provide all information required by SIP.US. Client’s failure to provide such information may delay or prevent the disconnection. Client is obligated to pay for all Services until disconnection is effectuated. Client will receive separate email confirmations of the initial request to cancel Services and then of the actual cancellation of Services. If Client does not receive these email confirmations, please notify SIP.US immediately by sending an email to billing@sip.us or contacting SIP.US Customer Care.
Client will not receive any refund or partial refund or any credit for any charges already billed to its account. If Client has a remaining balance in its prepaid trunking account, it will be refunded to the method of payment currently on file. In the event Client ordered Services subject to a Yearly Service Term, Client will be responsible for all rates and charges for the entire Service Term and Client authorizes SIP.US to immediately bill all rates and charges owed pursuant to Section 7 to the payment method on file. Client understands and agrees that cancellation of the Services is its sole right and remedy with respect to any dispute with SIP.US. This includes, but is not limited to, any dispute related to, or arising out of: (i) any term of the Agreement or SIP.US`s enforcement or application of the Agreement; (ii) any policy or practice of SIP.US, including any SIP.US Privacy Policy, or SIP.US`s enforcement or application of these policies; (iii) the amount or type of fees, applicable taxes, billing methods, or any change to the fees, applicable taxes, or billing methods.

14. RELEASE OF NUMBERS.

Client acknowledges that in the event of any account termination or cancellation, all telephone numbers associated with the account will be released and may not be available to Client upon reactivation. Similarly, the cancellation of individual Services which have associated telephone numbers will result in the release of such numbers. It is Client’s responsibility to work with a third-party provider to port out those numbers prior to termination or cancellation of the account or termination of Services.

15. PORTED TELEPHONE NUMBERS.

Port-out of Telephone Numbers. Client may be able to take, or “port,” its current telephone number(s) to another service provider. Client will remain responsible for all charges and fees until it notifies SIP.US of its election to cancel services in accordance with this Agreement. For all telephone numbers ported out of the SIP.US network, Client will be charged a port-out fee of $5 per telephone number.
Request for SIP.US to Port-in Numbers.
1. If Client requests that SIP.US port a number from an existing service provider to SIP.US, SIP.US will use commercially reasonable efforts to assist in porting that number. Client acknowledges that service providers require verification of identity, as well as authorization and other reasonable information to port any numbers to SIP.US. Client must correctly complete a letter of authorization, provide SIP.US with a copy of the most recent bill from such service provider, as well as provide SIP.US with any other information required by such service provider to port its number. Failure to provide any information requested by SIP.US or the third-party service provider will delay the porting of the number to SIP.US. SIP.US will not be responsible for any delay in the port of Client’s number and will not provide credit for any such delays.
2. In some cases, SIP.US may permit Client to submit documentation required to port numbers using a web-enabled user interface. Client may obtain a printed copy of all porting documentation at no additional cost from the interface or by contacting SIP.US Customer Care . SIP.US will provide copies of the forms by facsimile, email, or other method as determined by SIP.US. No additional software or hardware is required. Client may withdraw its consent to submit porting requests electronically by contacting SIP.US Customer Care prior to SIP.US submitting the porting request. Client’s consent to electronic submission applies only to the specific porting request submitted through web-enabled interface.
3. For cancelled porting requests more than 48 hours before FOC, a non-recurring charge of $6 per telephone number will be charged. For cancelled porting requests within 48 hours of FOC, a non-recurring charge of $75 per telephone number will be charged. For any request to reinstate, within 24 hours, a newly ported telephone number to the original carrier, a nonrecurring charge of $300 per number will be assessed.

16. CONFIDENTIAL INFORMATION.

Commencing on the date Client orders Services, and continuing for a period of three (3) years following the termination or expiration of this Agreement, each Party shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing Party or otherwise discovered by the receiving Party, including, but not limited to, all pricing, network or other designs, or other information that is marked confidential or bears a marking of like import, or that the disclosing Party states (orally or in writing) is confidential or which under the circumstances surrounding the disclosure, the receiving Party knows or should know is treated as confidential by the disclosing Party, as well as any information relating to the disclosing Party’s technology, business affairs, and marketing or sales plans (collectively the “Confidential Information”). The Parties shall use Confidential Information only for the purpose of the Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving Party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known through no wrongful act or omission of the receiving Party; (c) is received, without restriction, from a third party free to disclose it without obligation to the disclosing Party; (d) is developed, independently, by the receiving Party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, court or governmental order. Client’s data (“Client Data”, which shall also be known and treated by SIP.US as Confidential Information of Client) shall include Client’s data collected, used, processed, stored or generated as the result of the use of the Services. Client has obtained the necessary consent from its employees to provide SIP.US with any employee related Client Data to perform Services pursuant to the Agreement.

17. DISCLAIMER OF WARRANTIES.

Services are provided on an “as is” or “as available” basis. SIP.US does not warrant that the Service(s) will be without failure, delay, interruption, error, degradation of quality or loss of content, data or information, and except as specifically set forth in the Agreement and any applicable Service Level Agreement, SIP.US makes no other representation or warranties, express or implied, as to any SIP.US Service(s), related products, equipment, software or documentation. SIP.US specifically disclaims any and all implied warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement of third-party rights.

18. REPRESENTATIONS.

Each Party represents and warrants to the other that (a) its performance of this Agreement will not violate any provision of law, rule, regulation and/or regulations of any governmental authority to which such Party is subject (including without limitation, (i) all applicable anti-bribery laws and regulations (e.g., the U.S. Foreign Corrupt Practices Act), (ii) all laws, regulations, codes of practice and guidelines regarding data privacy, telemarketing, do-not-call restrictions and requirements, “slamming”, or deceptive business practices, (iii) all export control laws and regulations (including those promulgated by agencies of the United States Government, including the U.S. Departments of Commerce and Defense), which prohibit the export or diversion of goods to certain prohibited countries, and (b) each Party will comply with all laws, rules and regulations pursuant to which each Party conducts its business. SIP.US may modify or improve Service during the term and may cease or modify Service without liability as reasonably required to comply with changes in law, rule, regulation or policy.

19. LIMITATION OF LIABILITY.

THE TOTAL LIABILITY OF SIP.US TO CLIENT IN CONNECTION WITH THE AGREEMENT, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE LIMITED TO THE LESSER OF: (A) DIRECT DAMAGES PROVEN BY CLIENT; OR (B) THE AMOUNT PAID BY CLIENT TO SIP.US FOR THE APPLICABLE SERVICE FOR THE ONE (1) MONTH PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION. IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS OR SHAREHOLDERS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM THE PARTIES’ RELATIONSHIP OR CONDUCT OF BUSINESS UNDER THIS AGREEMENT. FURTHER, IN NO EVENT SHALL SIP.US BE LIABLE FOR ANY DELAY OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INTERRUPTION OR DEGRADATION OF SERVICES CAUSED BY NETWORK OR FACILITY FAILURE, OR FOR EQUIPMENT, NETWORK OR FACILITY UPGRADE, OR SERVICE, DEVICE, EQUIPMENT, NETWORK OR FACILITY FAILURE CAUSED BY THE LOSS OF POWER OR INTERNET SERVICE TO SIP.US OR CLIENT.

20. INDEMNIFICATION.

Each Party will defend, indemnify and hold the other Party, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any and all actual or alleged costs, damages, expenses, losses, and/or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising from any action, claim, suit or proceeding commenced by any third party for damages to any tangible property or bodily injury to or death of any person arising out of or caused by the indemnifying Party’s gross negligence or willful misconduct, except for those costs, damages, expenses, losses, and/or liabilities of any kind contributorily caused by any act or omission of the indemnified Party or its directors, officers, employees, agents or unless otherwise specified. In the event a loss, cost, claim, liability, damage or expense to third parties is the result of the fault, in whole or in part, of both Parties, the Parties shall be entitled to indemnification or contribution to the extent permitted by applicable law governing the apportionment, if any, of such loss, cost, claim, liability, damage or expense. The indemnified Party will promptly notify the indemnifying Party in writing of any such action, claim, suit or proceeding. The indemnifying Party will control the response to any such action, claim, suit or proceeding and the defense thereof, including, without limitation, any agreement relating to the settlement thereof. The Indemnified Party shall cooperate in every reasonable manner with the defense or settlement or compromise of such claim, demand, or lawsuit. The indemnifying Party shall keep the indemnified Party reasonably and timely apprised of the status of the claim, demand or lawsuit. The indemnified Party shall have the right to retain its own counsel, at its expense, and participate in but not direct the defense.
In addition to the foregoing general indemnity, Client will at all times defend, indemnify and hold SIP.US, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from all claims arising out of or due to the utilization by any other person or entity to which Client provides any services in connection with or utilizing any Service provided to Client pursuant to this Agreement (including, without limitation, any of Client’s customers and/or end users), including, without limitation, due to (i) the failure of Client or any of Client’s customers and/or end users to comply with any applicable laws; (ii) claims for libel, slander, and/or invasion of privacy; (iii) claims for infringement of copyright and/or trademark; (iv) claims for infringement of patents arising from combining or using services or equipment furnished by SIP.US with services and/or equipment furnished by any other person or entity; (v) claims arising from any failure, breakdown, interruption or deterioration of service provided by SIP.US to Client or by Client to Client’s customers and/or end users and (vi) Client’s breach of the Agreement, including but not limited to Section 26.
The indemnifying Party shall not be liable under this Section for settlements or compromises by the indemnified Party of any claim, demand, or lawsuit unless the indemnifying Party has approved the settlement or compromise in advance. Neither Party shall accept the terms of a settlement or compromise that involves or references the other Party without the other Party’s written approval, which approval shall not be unreasonably withheld, conditioned, or delayed.

21. ASSIGNMENT.

Neither Party may assign the Agreement or any of its rights thereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that (a) SIP.US may assign its rights and/or obligations under the Agreement, (i) to any parent, affiliate or subsidiary, (ii) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all of its assets, or (iii) for purposes of financing; and (b) Client may assign its rights and/or obligations under the Agreement, (i) to its parent, affiliates or subsidiaries, or (ii) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all of its assets, provided that any assignment by Client pursuant to this exception is subject to the following conditions: (a) the proposed assignee satisfies SIP.US’s then current credit and deposit standards; (b) Client has fully paid for all Services through the date of the assignment; and (c) the proposed assignee agrees in writing to be bound by all provisions of the Agreement. Any assignment in violation of this Section is null and void.

22. 911 / E911 MATTERS.

CLIENT ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT THE SERVICE IS INTERNET BASED AND THEREFORE 911/E911 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE BASED SERVICES AND MAY ONLY BE PROVIDED WITH CERTAIN SERVICES IF SPECIFICALLY DEFINED IN ADDENDUM(S), EXHIBIT(S), SCHEDULES, SERVICE ATTACHMENTS, SERVICE AGREEMENTS, AND ATTACHMENTS TO THIS AGREEMENT, INCLUDING OTHER APPLICABLE ADDENDA, AND APPLICABLE ONLINE TERMS & CONDITIONS, ALL OF WHICH ARE FULLY INCORPORATED HEREIN BY REFERENCE. CLIENT ACKNOWLEDGES AND AGREES THAT NEITHER SIP.US, ITS UNDERLYING CARRIER(S), NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CLIENT HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CLIENT. CLIENT FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS SIP.US FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OR CLIENT OF CLIENT. CLIENT ACKNOWLEDGES AND AGREES THAT ANY INJURY ARISING OUT OF A LACK OF OR MISROUTING OF 911 CALLS, REGARDLESS OF WHETHER THE CALL FAILED OR WAS ROUTED BY A PUBLIC SAFETY ANSWERING POINT OR AN OFFICIAL EMERGENCY OPERATOR, IS NEITHER THE FAULT NOR LIABILITY OF SIP.US AND CLIENT HOLDS SIP.US AND ITS SUBSIDIARIES AND AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY DAMAGES OR LIABILITIES. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.

23. SERVICE MOVES.

Service(s) may not be moved from a contracted Service address without written notification from Client to SIP.US. Should Client move a Service and fail to notify SIP.US of the Service move, then SIP.US, in its sole discretion, may immediately suspend any applicable Service(s) until such time as SIP.US processes a “move order” initiated by Client. Failure to notify SIP.US of an intended service move may result in Service(s) being 911/E911 non-compliant, if applicable. Client understands that said failure may cause incorrect routing of emergency services and holds SIP.US harmless from any consequences and claims, all of which rest solely with Client. Additionally, Client understands that continuation of Service with respect to any existing DIDs may be restricted by the location of the moved service.

24. USE OF SERVICES.

Client is responsible and liable for all use of the Services, with or without its permission. The Services may not be used for any unlawful, abusive or fraudulent purpose and may not violate Section 26 below. Any violation of this Section shall constitute a material breach establishing cause for termination of the Agreement by SIP.US.

25. UNAUTHORIZED USE OF SERVICES.

Client shall bear the risk of loss arising from any unauthorized or fraudulent use of the Services. SIP.US reserves the right, but is not required, to take any and all action it deems appropriate, including blocking access to particular calling numbers or geographic areas, to prevent or terminate any fraud or abuse in connection with the Services or any use thereof. Client remains responsible for its own network security and security violation response procedures. Client understands and acknowledges that no Service is guaranteed to ensure Client’s network security or to prevent security incidents, and that SIP.US is not responsible for any unauthorized third party or Client employee access to Client’s facilities and data. Client is responsible for securing all credentials used to access the Services, including credentials used by telephones or softphones and credentials used by end users or administrators to access the SIP.US user interface. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject the Client to a higher level of risk for fraudulent activity, as will use of the Services using a network that has not been secured using best practice measures.

26. TERMS OF USE.

Client’s use of the Services is subject to the Acceptable Use Policy, Privacy Policy, CPNI Policy, and all other policies applicable to the Services being ordered, all of which are available at http://www.sip.us/legal (collectively, the “Terms of Use”). Client is responsible for the use of the Services by all end users whom Client permits to use the Services. These policies may be updated from time to time by SIP.US upon notice to all Clients by posting them on the website.

27. DATA PROTECTION.

Each Party will comply with any applicable data protection and privacy laws existing in all jurisdictions in which Service is performed (together, the “Data Protection Laws”). The Parties agree provision of the Service may involve the collection, processing, storage or recording of certain “Personal Data” or “Personal Information” (as defined by applicable Data Protection Laws and referred to collectively herein as “Personal Data”) of Client and participants. Where applicable under Data Protection Laws, the Parties acknowledge SIP.US acts as a “Data Processor” in relation to the Personal Data it processes on Client’s behalf and Client remains the “Data Controller” with respect to such Personal Data. Personal Data may be collected, processed and/or stored by SIP.US or its third-party suppliers in the United States of America, the United Kingdom, the European Union, Asia and Central America. Client represents and warrants it has a valid lawful basis for SIP.US to process the end user’s Personal Data in connection with the Services in accordance with applicable Data Protection Laws.

28. USE OF SOFTWARE.

Any software application, including without limitation, the SIP.US portal or its website, APIs, and documentation associated with any application as well as any local computer files installed as a result, in each case, provided by or on behalf of SIP.US (“SIP.US Software”), may be used in object code form only and solely by Client for Client’s internal business purposes. Client may not (a) provide, disclose or make SIP.US Software available to any third party, or (b) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the United States Copyright Act) or improvements (as defined by United State Patent Law) from the SIP.US Software, no license under patents, copyrights, trademarks, service marks, trade names or other indicia of origins or other right is granted to Client in the SIP.US Software or in the SIP.US trademark, copyright, patent, trade secret or other proprietary rights nor shall any such rights be implied or arise by estoppel with respect to any transactions contemplated under the Agreement.

29. ON-LINE ACCESS; LICENSE; TOOLS AND APPLICATIONS.

Client has the sole and exclusive responsibility for the installation, configuration, security (including firewall security), and integrity of all Client facilities, systems, equipment, proxy servers, software, hardware, systems, routing, networks, network addresses and configurations and the like and key contacts for problem escalation (collectively the “Client Systems and Materials”) reasonably required for use in conjunction with or related to the Service and software provided by SIP.US, including, without limitation, Client’s connectivity to any third party. If SIP.US grants Client access, either by online access, by API or access by any other means, to a service ordering/management system and/or any other tools and applications or computer software in connection with the Service or software or the use of any Service or software (collectively, the “Tools and Applications”), the following apply:

Subject to Client’s compliance with this Agreement, SIP.US grants Client a non-exclusive, non-transferable license during the term of this Agreement to use the Service and such Tools and Applications solely in connection with Client’s use of the Service and/or software (as applicable) during the Service Term. Client will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, translate or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services or the Tools and Applications; (ii) modify, translate or create derivative works based on the Tools and Applications; (iii) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially exploit or otherwise transfer rights to the Tools and Applications or make the Tools and Applications available to any third party; (iv) use the Tools and Applications for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels on any Tools and Applications; or (vi) copy, reproduce, post or transmit any Tools and Applications in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording or other means. Other than using the Tools and Applications for Client’s internal business purposes, Client may not resell the Tools or Applications or otherwise generate income from the Tools or Applications.
The Tools and Applications are SIP.US’s (or its third-party licensors, as applicable). Nothing in this Agreement gives Client any right or license to any of SIP.US’s intellectual property.
Client is fully and exclusively responsible for all information accuracy, charges, costs, transactions, and activities conducted through or with the Tools and Applications. Client is fully and exclusively responsible to safeguard, monitor, manage, and maintain access to the Tools and Applications, and to only allow authorized use of the Tools and Applications to persons that Client designates.

30. SERVICE MARKS; TRADEMARKS AND PUBLICITY.

Client shall not use any service mark or trademark of SIP.US without prior written consent. SIP.US shall have the right to disclose Client’s use of the Services in connection with any advertising, promotion, press release or publication.

31. SERVICE OUTAGES.

When Client believes that a loss or material degradation of any Service(s) has occurred (“Service Outage”), Client will first conduct customary problem isolation, resolution and troubleshooting activities. If Client believes that the Service Outage is attributable to or related to SIP.US or SIP.US’s network, Client will notify SIP.US’s Client Support at support@sip.us (or such other means SIP.US may provide to Client from time to time), by calling +1 (800) 566-9810 (or any other phone number provided by SIP.US from time to time), or by any electronic tools provided by SIP.US from time to time, to report the Service Outage(s) and initiate an investigation of the cause and remedy of such Service Outage (“Trouble Ticket”). Once a Trouble Ticket has been opened, SIP.US’s appropriate personnel will initiate diagnostic testing and isolation activities to determine the source and severity of the Service Outage and suggest a remedy to, or enact a remedy on behalf of, Client. SIP.US and Client will cooperate to restore Service as soon as reasonably as practicable.

32. FORCE MAJEURE.

If either Party’s performance under the Agreement (excluding the obligation of payment) is prevented, restricted or interfered with by causes beyond its reasonable control including, but not limited to, acts of God, epidemics, pandemics, quarantines, public health emergencies, fire, explosion, vandalism, cable cut by a third party, earthquake, storm or other similar occurrence, any law, order, regulation, direction, action or request of the United States government, or state or local governments, or of any department, agency, commission, court, bureau, corporation or other instrumentality of anyone or more such governments, or of any civil or military authority, or by national emergency, insurrection, riot, terrorism, war, accident, strike, lockout or work stoppage or other labor difficulties, or supplier failure, shortage, breach or delay, then the affected Party shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. The affected Party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.

33. COMPLIANCE WITH LAWS.

Each Party (i) will be solely responsible for and will undertake all required action(s) before the Federal Communications Commission (“FCC”), any state Public Utilities Commission, state Public Service Commission or like agency, any other relevant state regulatory agency, any court or any other controlling regulatory bodies, agencies, commissions or other authority, (ii) will obtain any required governmental approval(s), and (iii) will comply with all applicable laws in connection with the Agreement, including all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.
Client hereby agrees that it will, and it will ensure that any of its end users will not violate the Telephone Consumer Protection Act (“TCPA”) pursuant to 47 C.F.R 64.1200 of the FCC and 47 U.S.C 227. Client agrees to indemnify and hold SIP.US, its officers, employees, agents, directors, shareholders, subsidiaries and affiliates harmless from and against any claim, cost, damage, demand, liability, loss, penalty, proceeding or reasonable attorney’s fees imposed upon SIP.US by reason of any claims or damages of whatever nature arising from or relating to any violation of this Section.
Client is solely responsible for compliance related to the manner in which it chooses to use the Service, including transfer and processing of content, the provision of content to any users, and restrictions concerning call recording, call monitoring, call interception and/or direct marketing or telemarketing. SIP.US may provide Client with guidelines regarding compliance with applicable regulation(s), however, Client is solely responsible for ensuring that its use of the Services is in compliance with such regulations.

34. LAW ENFORCEMENT; FRAUD INVESTIGATION RELATED MATTERS.

If SIP.US receives a court order, subpoena, law enforcement request or an industry traceback group fraud-calling inquiry related to the Service provided to Client by SIP.US (“Orders”), SIP.US will comply with and respond as it deems necessary, including, without limitation, by referring the applicable requesting parties to Client and disclosing Client information.

35. THIRD PARTY BENEFICIARIES.

The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to the Agreement. Notwithstanding the foregoing, a SIP.US underlying service provider may be a third-party beneficiary for sole purpose of enforcing any terms of the Agreement that specifically apply to such SIP.US underlying service provider.

36. NON-EXCLUSIVE AGREEMENT.

This Agreement is not exclusive and nothing in this Agreement will prevent SIP.US from entering into similar arrangements with, or otherwise providing services to, any other person or entity.

37. GOVERNING LAW; VENUE.

All matters arising out of and relating to the Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without regard to its choice of law principles. Any action that is or may be commenced by any party pertaining to the Agreement and the subject matter thereof, shall be commenced in a federal or state court located in the county of Fulton, the State of Georgia. The Parties hereby consent to the jurisdiction of such court, waiving objection to forum non conveniens and personal jurisdiction. Each Party irrevocably and unconditionally waive the right to trial by jury in any action, suit, or proceeding of any kind or nature in any court to which they become parties relating to the Agreement.

38. NOTICE.

Except for disconnect requests, the process for which is outlined in Section 13, all notices, requests, or other communications shall be in writing and either transmitted via overnight courier, electronic mail, facsimile, hand delivery, certified or registered mail, postage prepaid and return receipt requested to the Parties at the following addresses. Notices shall be deemed to have been given when received (or delivery refused).

To: SIP.US LLC
SIP.US LLC
12725 Morris Rd, Suite #420
Alpharetta, GA 30004
Attn: Legal Department

To: Client: At the billing address indicated in the Agreement.

Either Party may change its address by providing notice of such address change to the other Party in the manner set forth above.

39. INDEPENDENT CONTRACTOR.

The Parties are independent contractors. No agency, joint venture, employer-employee or partnership relationship is intended or created under this Agreement. This Agreement benefits Client and SIP.US only; there are no third-party beneficiaries, including any Clients of Client.

40. NO WAIVER.

The failure to enforce any provision or term of the Agreement will not act as a waiver of any right contained in any provision or term in the Agreement.

41. SEVERABILITY.

If any provision under the these Terms of Service, the Terms of Use, Service Terms and Conditions, any addendums, any applicable Service Level Agreement or any other document that becomes part of the Agreement are declared or held to be invalid, illegal or unenforceable, all of the foregoing shall be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions shall remain in full force and effect, provided that the modification is consistent with the original intent.

42. ENTIRE AGREEMENT.

These Terms of Service, the Service Terms and Conditions, any addendums, any applicable Service Level Agreement (and any attachments, or other documents incorporated therein by reference) constitute the entire agreement with respect to the Services provided pursuant to the Agreement and supersede all other representations, understandings or agreements that are not expressed herein or therein, whether oral or written.

43. ORDER OF PRECEDENCE.

In the event of a conflict between the Terms of Service and the Service Terms and Conditions, the Terms of Service will govern, unless the Service Terms and Conditions expressly provide otherwise.

44. CONSENT TO THE USE OF ELECTRONIC SIGNATURES AND RECORDS.

SIP.US provides access to its Services online, which may require Client to enter into agreements or receive notices electronically. Accordingly, Client acknowledges that by clicking “I Agree” or “I Accept” anywhere on the SIP.US website it agrees: (a) to conduct electronically the particular transaction into which it is entering, including without limitation, entering into this Agreement; (b) that Client has read and understands the electronic copy of contracts, notices, and records, including, without limitation, this Agreement, and any policies referred to herein; (c) to be bound by the terms of the particular transaction into which Client has entered; (d) that Client is capable of printing or storing a copy of electronic records of transactions into which it enters including, without limitation, this Agreement and any amendments hereto; and (e) to receive information electronically about the Services and other records into which Client enters including, without limitation, this Agreement.

SERVICE TERMS AND CONDITIONS FOR SIP SERVICES

The following Service Terms and Conditions (the “Terms and Conditions”) shall supplement the terms set forth in the Agreement. In the event of a conflict with such terms, these Terms and Conditions shall govern with respect to SIP Services.

1. DEFINITIONS.

The following capitalized terms used in these Terms and Conditions shall have the meanings set forth below and shall be equally applicable to both the singular and plural forms unless the context otherwise requires. Unless otherwise specified, all capitalized terms used in these Terms and Conditions shall have the same meaning as defined in the Agreement.

“API” means Application Programming Interface.
“Applicable Law” means any law, regulation, rule, or order, of any government authority applicable to a Party, its business, or the subject matter of these Terms and Conditions.
“End User” means any person or entity authorized by Client to utilize, in whole or in part, the Service(s) provided by SIP.US to Client.
“Public-Safety Answering Point” sometimes called "Public-Safety Access Point" (“PSAP”) means a call center in Canada and the United States responsible for answering calls to an emergency Telephone Number (“TN”) for police, firefighting, and ambulance service.

2. SERVICE USE AND LIMITATIONS.

Client may only use the Services for its own use. Client may not use the Services in any way to provide, or as part of, any commercial service or application or in any way interfere with the users, services or equipment of the network. Client may not attempt to, in conjunction with any device, software program or service, circumvent technological measures employed to control access to the Service. In addition to any other remedies available in equity or law to SIP.US, failure to comply with any of the terms and conditions in this Section shall result in immediate termination of the Services.
Client acknowledges and agrees that the Services are subject to continued availability. Client further acknowledges and agrees that SIP.US may elect not to offer a Service in or to any particular jurisdiction, location or country, or may block Services to or from any particular jurisdiction, location or country in SIP.US’s sole reasonable discretion.
Client acknowledges and agrees the Service: (i) may not be compatible with all communication equipment; and (ii) may be subject to different regulatory treatment than other similar services, which may affect End Users’ rights and obligations before regulatory agencies and other governmental bodies.
Non-Voice Systems. The Services are not set up to function with outbound-dialing systems including home security systems, medical monitoring equipment, satellite television systems, credit card terminals and some facsimile systems. Client has no claim against SIP.US for interruption or disruption of such systems by the Services.

3. FRAUDLENT TRAFFIC.

Client and/or Client’s End Users are prohibited from participating in or assisting with any fraudulent usage. If Client suspects, knows, or should have known of any fraudulent usage, Client must immediately stop all fraudulent usage and notify SIP.US at abuse@sip.us with “Fraud Traffic” in the subject line. If SIP.US becomes aware of unusual usage volumes or patterns, SIP.US will make commercially reasonable attempts to notify Client; provided, however, SIP.US shall have no obligation to notify Client of any such volumes or patterns. SIP.US’s sole obligation to Client with respect to any actual, alleged or suspected fraudulent usage will be to reasonably cooperate with Client, upon Client’s request. Notwithstanding anything to the contrary, Client is and will remain solely responsible for any and all usage, fraudulent or otherwise.

4. CHANGES TO SERVICE.

SIP.US may modify, alter, change or improve any or all the Services. If any Service is changed in a way that prevents Client from using the Service, then SIP.US will work with Client to identify and use reasonable efforts to implement the best migration path away from such Service and into other Services that SIP.US can make available to Client.

5. MAINTENANCE OF SERVICE; REGULATION.

Client agrees to provide and maintain systems and materials reasonably required by SIP.US to perform the Services, including as applicable, but not limited to: Client or third-party databases; Client or third-party software, hardware, systems, routing and network addresses and configurations; and key contacts for problem escalation (collectively the “Client Systems and Materials”). SIP.US shall not be liable hereunder relating to the Client Systems and Materials including the failure by Client to timely provide the Client Systems and Materials.

6. INTERCONNECTION.

Client shall connect to SIP.US’s platform in a manner and at locations determined by SIP.US. Client will, at Client’s sole cost, be responsible for providing all equipment (including proxy servers), software, facilities and IP connectivity including, without limitation, connectivity to Client or Client’s End Users.
The Parties intend that the provision of Services shall commence as soon as reasonably practical. If applicable, Client and SIP.US will reasonably cooperate with each other to test to ensure interoperability between their networks and systems. All necessary interoperability testing will be completed within a reasonable time period.
The Parties will communicate as reasonably necessary to isolate and repair any problems in their respective networks; provided, however, each Party will remain solely responsible for any costs or liabilities incurred in connection with the repair of any problem with respect to such Party’s network.

7. ACCESS CONTROL.

Authentications. Client shall ensure that all Client personnel having access to the systems are authenticated by using user IDs and passwords or by strong authentication mechanisms.
In addition to SIP.US’s obligation to protect personal information as outlined in SIP.US’s Privacy Policy, if Client contacts SIP.US and claims that it is entitled to access to an account, the SIP.US website, or domain registered with SIP.US but is without access (for any reason including but not limited to forgotten password or forgotten user name, data loss or corruption on personal computer, improperly locked out, etc.), SIP.US will provide access, subject to such person providing SIP.US with acceptable evidence of the following:
1. Name of the person who originally registered (if needed)
2. Email address of the person who originally registered (if needed)
3. Proof of payment method (mandatory)
4. Business license showing the name of the business on the service account with SIP.US (if needed)
5. Photo ID of the person claiming ownership of the account (mandatory)
6. Proof of established service address (mandatory).
The information required in Section 7(b)above must be provided in full in order for SIP.US to change the e-mail address on Client’s account with SIP.US. In addition, if needed, SIP.US will reasonably attempt to contact the owner of the account in accordance with the below guidelines:
1. If SIP.US contacts the current account owner of record within 10 business days, provides account login details, and confirms that they do not want to change ownership, SIP.US will not grant access to the person claiming ownership of the account.
2. If the current owner is contacted, but cannot provide mandatory Client account information, then SIP.US will grant access to the person claiming ownership of the account.
3. If the current owner cannot be reached after two attempts within 10 business days, SIP.US will grant access to the person claiming ownership of the account.

8. UNLIMITED VOICE SERVICE PLANS.

Unlimited Voice Service Plans are provided solely for live dialog between two individuals. Unlimited Voice Service Plans may not be used for conference calling, call forwarding, monitoring services, data transmissions, transmission of broadcasts, transmission of recorded material, or other connections which do not consist of uninterrupted live dialog between two individuals.
SIP.US reserves the right to review usage of Unlimited Voice Service Plans to ensure that Client is not abusing the plan. “Unlimited Usage” means the combined number of inbound and outbound voice minutes and fax pages excluding all advertising and informational messages sent to Client directly by SIP.US, as determined by SIP.US in its sole discretion. Client agrees to use Unlimited Voice Service Plans for normal voice or fax calls and will not employ methods or devices to take advantage of Unlimited Voice Service Plans by using the voice or fax services excessively or for means not intended by SIP.US. Client may not use Unlimited Voice Service Plans to aggregate traffic across multiple businesses or customers or to resell service to other customers. Service Providers or ITSPs are prohibited from using Unlimited Voice Service Plans. SIP.US deems usage that substantially exceeds the average volume of its other Unlimited Voice Service Plans as abusive.
If it is determined that Client’s usage of the Unlimited Voice Service Plan is abusive, Client’s service may, at SIP.US’s sole discretion, (i) be moved to a metered per-minute rate plan at the currently published rates on the SIP.US website with notice to Client via email, or (ii) SIP.US may charge additional fees, or (iii) terminate Services immediately.
Unlimited Voice Service Plans apply only to calls made within the continental United States and Canada (excluding the Canadian Northwest Territories). Calls to Alaska, Hawaii, Canadian Northwest Territories, and all non-Canadian international calls are subject to additional charges.

9. ANCILLARY SERVICES.

List and publish and caller name identification (i.e., caller ID with name) Services provided by SIP.US are based on availability of such Services from SIP.US’s underlying providers. SIP.US does not guarantee that such Services are available for all numbers in all areas. SIP.US may introduce new ancillary Services to new and existing customers. Such ancillary Services may sometimes be offered on a trial basis for a specified period of time during which no fees shall apply to Client. In some cases, the terms of the free trial may involve an automatic re-enrollment at the end of the trial unless Client opts out of the trial and/or cancels the service during the term of the free trial.

10. EMERGENCY SERVICES 911 DIALING.

Minimum Requirements. Due to Federal Communications Commission (“FCC”) rulings and regulations, all Clients who are using SIP.US SIP Services as their primary business telephone carrier must activate 911 Emergency Services on at least one DID per location.
Non-Availability of Traditional 911 or E911 Dialing Service. Client acknowledges and understands that the Service does NOT support traditional 911 or E911 access to emergency services. SIP.US offers a limited 911-type service and that service is different in several important ways (some, but not necessarily all, of which are described in these Terms and Conditions) from traditional 911 service. Client agrees to inform any of its End Users and third persons who may be present at the physical location where Client utilizes the Service of the non-availability of traditional 911 or E911 dialing from Client’s SIP Service and equipment.
Description of 911-Type Dialing Capabilities – Activation Required. SIP.US offers a 911-type dialing service in certain areas within the U.S. (but may not offer such service in certain areas of the U.S. or non-U.S. locations) that is different in several important ways from traditional 911 services. Unless Client makes changes when Client dials 911, Client’s call will be routed from the SIP.US network to the Public Safety Answering Point (“PSAP”) or local emergency service personnel designated for the address that Client listed at the time of activation. Client acknowledges and understands that when Client dials 911 from Client’s equipment it is intended that the call will be routed to the general telephone number for the PSAP or local emergency service provider and may not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. Client acknowledges and understands that Client’s 911 call may not be routed to a PSAP but instead may be routed to a central call center where Client will have to provide Client’s location. SIP.US relies on third parties for the forwarding of information underlying such routing, and accordingly, SIP.US and its third-party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect. As described herein, this 911-type dialing currently is NOT the same as traditional 911 or E911 dialing, and at this time, does not necessarily include all of the capabilities of traditional 911 dialing. Neither SIP.US nor its officers, directors, employees, affiliates, agents, or direct or indirect subsidiaries may be held liable for any claim, damage, or loss, and Client hereby waives any and all such claims or causes of action, arising from or relating to 911 dialing. Client agrees to indemnify and hold harmless SIP.US and its third-party provider(s) from any claim or action arising out of misroutes of 911 calls, including but not limited to Client failure to follow correct activation procedures for 911 calling or Client provision to SIP.US of incorrect information in connection therewith. As described above, all calls dialed by handset extensions included in Client’s account with SIP.US will be routed from the SIP.US network to the PSAP or local emergency service personnel designated for the address that Client listed at the time of activation. In the event that Client equipment is used in multiple locations, or in the event that one or more items of equipment are used in multiple locations, End Users designated as administrators on Client’s account may, at Client’s option, create additional service locations and associate Client equipment to specific locations for the purposes of routing calls to the local PSAPs for such locations. Individual End Users may assign and re-assign their current location on an as-needed basis. Those updates can be made by opening a trouble-ticket with SIP.US (support@sip.us). It is Client’s sole responsibility to request these changes and to ensure that all of its End Users and other third persons who may be present at the physical location(s) where Client utilizes the Service are aware of this option.
Service Outage.
1. Power Failure or Disruption: Client acknowledges and understands that 911 dialing does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service and 911 dialing will not function until power is restored. A power failure or disruption may require Client to reset or reconfigure equipment prior to utilizing the Service or 911 dialing.
2. Broadband Service / ISP Outage or Termination / Suspension or Termination by SIP.US: Client acknowledges and understands that service outages or suspension or termination of service by Client’s broadband provider and/or ISP or by SIP.US will prevent ALL Service including 911 dialing.
3. Service Outage Due to Suspension of Client Account: Client acknowledges and understands that service outages due to suspension of Client account as a result of billing issues will prevent ALL Service, including 911 dialing.
4. Other Service Outages: Client acknowledges and understands that if there is a service outage for ANY reason, such an outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in the Agreement.
Limitation of Liability and Indemnification. Client agrees to defend, indemnify, and hold harmless SIP.US, its officers, directors, employees, affiliates, agents, direct and indirect subsidiaries and any service provider who furnishes services to Client in connection with the parties’ Agreement, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) by, or on behalf of, Client or any third party or user of Client’s Service relating to the absence, failure or outage of the Service, including 911 dialing and/or inability of Client or any third person or party or user of Client’s Service to be able to dial 911 or to access emergency service personnel.
Failure to Designate the Correct Physical Address When Activating 911 Dialing. Failure to provide the current and correct physical address(es) and location(s) of Client equipment will result in any 911 communications Client may make being routed to the incorrect local emergency service provider. This must be the actual physical street address where the equipment is located, not a post office box, mail drop or similar address.
Requires Notification if Client Changes, Adds or Ports New Numbers.
1. Client acknowledges and understands that 911 dialing does not function if Client changes Client’s phone number or (for such newly added or ported numbers) if Client adds or ports new numbers to Client’s account, unless and until Client has successfully notified SIP.US of the correct address for Client’s changed, newly added or newly ported number.
2. To ensure any E911 call is routed properly Client must set Client outbound caller ID value to the specific 10-digit number (“DID”) Client is purchasing E911 service for. This is how the SIP.US network identifies Client and Client’s location to determine which PSAP the call gets routed to.
3. NOTE: Failure to set the correct caller ID value will result in a non-refundable surcharge for each incorrectly configured E911 call.
Requires Notification if Client Moves or Changes Location. Client acknowledges and understands that 911 dialing does not function properly or at all if Client moves or otherwise changes the physical location of Client equipment to a different street address, unless and until Client has successfully notified SIP.US of such change in location and the correct address. Failure to provide the current and correct physical address(es) and location(s) of Client equipment will result in any 911 dialing Client may make being routed to the incorrect local emergency service provider. NOTE: Failure to register a valid physical address to the number Client is calling from will result in a non-refundable surcharge for each incorrectly configured E911 call.
Possibility of Network Congestion and/or Reduced Speed for Routing or Answering 911. Due to the technical constraints on the manner in which it is possible to provide the 911 dialing feature for the Service at this time, Client acknowledges and understands that there is a greater possibility of network congestion and/or reduced speed in the routing of a 911 communication made utilizing Client equipment as compared to traditional 911 dialing over traditional public telephone networks. Client acknowledges and understands that 911 dialing from Client equipment will be routed to the general telephone number for the local emergency service provider and will not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls at such local provider’s facilities when such calls are routed using traditional 911 dialing. Client acknowledges and understands that there may be a greater possibility that the general telephone number for the local emergency service provider will produce a busy signal or will take longer to answer, as compared to those 911 calls routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. Client acknowledges and accepts that SIP.US relies on third parties for the forwarding of information underlying such routing, and accordingly SIP.US and its third-party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect.
Automated Number Identification. At this time in the technical development of SIP.US 911 dialing, it may or may not be possible for the PSAP and the local emergency personnel to identify Client’s phone number when Client dials 911. SIP.US’s system is configured in most instances to send the automated number identification information; however, one or more telephone companies, not SIP.US, route the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and PSAPs are not always technically capable of doing so. Client acknowledges and understands that PSAP and emergency personnel may or may not be able to identify Client’s phone number in order to call Client back if the call is unable to be completed, is dropped or disconnected, or if Client is unable to speak to tell them, if Client’s phone number and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in the Agreement.
Automated Location Identification. At this time in the technical development of SIP.US 911 Dialing, it is not possible to transmit identification of the address that Client has listed to the PSAP and local emergency personnel for Client’s area when Client dials 911. Client acknowledges and understands that Client will need to state the location of the emergency and the nature of the emergency promptly and clearly, as PSAP and emergency personnel will NOT have this information. Client acknowledges and understands that PSAP and emergency personnel will not be able to find Client location if the call is unable to be completed, is dropped or disconnected, if Client is unable to speak to tell them the location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in the Agreement.
Alternative 911 Arrangements. Client acknowledges that SIP.US does not offer primary line or lifeline services. Client should always have an alternative means of accessing traditional E911 services. Client acknowledges that the equipment and Services do not support 911 emergency dialing or other emergency functions. Client agrees to notify any user of the Services, who may place calls using Client’s phone services, of the 911 limitations. SIP.US advises Client to maintain an alternative means of accessing traditional 911 services such as traditional telephones and cellular phones.
Non-Voice Systems. Client acknowledges that the Services are not set up to function with outbound-dialing systems including home security systems, medical monitoring equipment, satellite television systems, credit card terminals, elevator lines and some facsimile systems. Client will have no claim against SIP.US for interruption or disruption of such systems by the Service.
Force Majeure. SIP.US is not responsible or liable to Client for its failure to perform any of its obligations caused by a Force Majeure as defined in the Terms of Service.

11. ENTIRE AGREEMENT.

These Terms and Conditions, together with the Terms of Service, Terms of Use and any other documents that make up the Agreement, constitute the complete and exclusive understanding and agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous understandings or agreements of the Parties. By using the Services, Client agrees to be bound by these Terms and Conditions.