These Terms of Service were last update on: 06/15/2020

To be notified of future changes to these Terms of Service click here, http://info.vertical.com/8x8-terms-notify.

Terms:

These terms and conditions, along with the Vertical Service Quote (including the Critical Customer Notification concerning Emergency Serices), you executed with Vertical constitutes the Agreement ("Agreement") between Vertical Communications, Inc. (“Vertical”, “we”, or “us”) and the user ("you," "user" or "Customer") of Vertical's business communications services and any related products or services ("Service"). This Agreement governs both the Service and any equipment, such as a Multimedia Terminal Adapter, Analog Telephone Adapter or any other IP connection Equipment, used in conjunction with the Service and it applies to all lines on each Vertical account.  Vertical may, at its discretion and without notice, modify, change, add to or omit any terms and conditions in this Agreement without advance notice to you.  Your use of this Service after one (1) full billing cycle constitutes your agreement to such changes.  Upon request, Vertical will mail to you a paper copy of this Agreement.  This Agreement shall be effective the later of (i) the date it is signed by Vertical or (ii) you first begin to use the Service (the “Effective Date”).

BY ACTIVATING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER

INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY ITS TERMS AND

CONDITIONS.  YOU WAIVE ANY RIGHT TO TRIAL BY JURY TO RESOLVE ANY DISPUTES THAT MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT.

1. EMERGENCY SERVICES - 911 DIALING

YOU SHOULD BE AWARE THAT THERE ARE SOME CIRCUMSTANCES UNDER WHICH YOUR E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN SOME WAY.  EXAMPLES OF THE LIMITATIONS OF YOUR E911 SERVICE WHEN COMPARED TO A TRADITIONAL TELEPHONE SERVICE ARE LISTED IN THIS SECTION.  YOU ARE STRONGLY ADVISED TO FAMILIARIZE YOURSELF WITH THIS SECTION AND DISCUSS IT WITH YOUR VERTICAL REPRESENTATIVE IF THERE IS ANYTHING YOU FIND CONFUSING OR YOU DO NOT UNDERSTAND. IN ADDITION TO THESE TERMS, THE CUSTOMER ACKNOWLEDGES AND INDICATES REVIEW OF THE FOLLOWING STATEMENT ON 911 EMERGENCY SERVICES:
https://www.8x8.com/terms-and-conditions/911-notice.

1.1 911 Dialing. All our customers have access to either basic 911 or Enhanced 911 (E911) service depending on the local emergency center for the area. 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 have basic 911 in locations where the emergency center is not equipped to receive your telephone number and address.  With basic 911, the local emergency operator(s) 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(s) 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.

You authorize us to disclose 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.

Users dialing 911 using Microsoft Teams clients or phones as the endpoints for 8x8 service must be aware that 8x8 and Vertical do not control Teams 911 records. This information is controlled in the Teams interface. Vertical and 8x8 cannot be responsible for updating this information or for 911 calls placed through Teams endpoints. Please refer to Microsoft documentation on setting this location information.

1.2 Notify All Users. You should inform any CUSTOMERS, EMPLOYEES, guests OR other third persons who may be present at the physical location where you utilize the Service of the important difference in, and limitations of, 8x8 911 Dialing as compared with TRADITIONAL basic 911 or E911.

1.3 Location of Service. This Service is provided at specific permanent addresses per site or user, unless configured with Nomadic 911 service. Nomadic 911 service behaves in the way described by 8x8 in this document, https://www.8x8.com/terms-and-conditions/911-notice. Before you move to another location, you must notify Vertical to determine if service can be provided at your new permanent address. The customer may make changes to 911 address information using the 8x8 administration portal. In this case, Vertical will bear no responsibility for 911 service to change users or sites. For best service, users using the mobile UC client will automatically make emergency calls using their device's telephone service and not the mobile client phone service. 
If you attempt to use the Service without notifying Vertical and receiving our confirmation, emergency personnel may not be able to locate you to adequately respond to an emergency.  Even with E911, emergency personnel may be dispatched at the address listed with us and not the address where you use the service if you fail to follow the requirements of this paragraph.

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 VERTICAL CONFIRMING THE 911 DIALING FEATURE HAS BEEN ACTIVATED FOR THAT PHONE LINE.

1.5 Service Outages.

(a) Service Outages Due to Power Failure or Disruption. Dependent upon your location, network backup power systems may be in place during the event of a power failure. The equipment provided may also provide limited battery backup. Consult with Vertical to determine whether or not your equipment has battery backup.

i. Equipment with battery backup. Battery backup on qualifying equipment is limited. Excessive use during a power outage will result in shortened life of the internal battery. The equipment may provide indication of low battery voltage. Customer should contact Vertical for instructions or replacement. Failure of network power backup systems or the internal backup system during a power failure or disruption will prevent all Service, including 911 dialing, from functioning.

ii. Equipment without battery backup. Equipment that does not have a battery backup cannot support 911 dialing in 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 equipment 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 due to Internet Outage or Suspension or Disconnect of Broadband Service or ISP will prevent all Service, including 911 dialing, from functioning.  You understand you must obtain your own Internet connection, or obtain service from us (where available) to use the Service.  We may not control your Internet access or the quality of your Internet connection even if the service is purchased from us depending on the type of connection purchased.  We are not responsible for problems caused by your Internet connection or for any third-party products or service, nor will we contact any third-party providers on your behalf unless you have a Vertical service contract or authorize Vertical to due billable work to fix the problem.

(c) Service Outage Due to Disconnection of Your Vertical Account. Service outages due to disconnection 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 Vertical is not responsible 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 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion 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.

1.7 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using your 911 Dialing service are answered or addressed by any 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 VERTICAL NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, 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.  You shall defend, indemnify, and hold harmless Vertical, 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, attorneys 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.

1.8 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.

1.9 Non-exclusive, Non-transferable License; Retention of Rights. The right to use any of the Service granted to the Customer is nonexclusive and nontransferable, and Customer shall prohibit use of the Service by any third party other than Customer for such Customer’s internal business purposes. It is expressly understood that title to the Service, any trade names, trade dress, trademarks, service marks, commercial symbols, copyrightable material, designs, logos and/or any other intellectual property belong to Vertical or its underlying providers and does not pass to the Customer.

Restrictions: Customer shall not:

(a) copy or adapt the Service for any purpose, except as specifically permitted under this Agreement;

(b) use the Service except in accordance with all applicable laws and regulations, and except as set forth in any documentation or instructions provided by Vertical;

(c) reverse engineer, translate, decompile, or disassemble the Service;

(d) use the Service in any outsourcing, application service provider, time-sharing or service bureau arrangement, including, without limitation, any use to provide Service or process data for the benefit of, or on behalf of, any third party other than the Customer;

(e) cause or permit the disabling or circumvention of any security mechanism contained in or associated with the  Service; or

(f) delete, alter, cover, or distort any copyright or other proprietary notices or trademarks.

2. SERVICE

2.1 Terms.

(a) Service Terms: Service is offered on a Fixed Term agreement (the Fixed Term is a span of time that is specified in your signed order with Vertical) that begins on the date Vertical activates your Service, unless activation is delayed due to circumstances beyond the customer’s control – then the term starts once the impediment to activation is removed and ends on the day before the same date at the end of fixed term; but in all events, billing will commence within six (6) months of execution of the Agreement. Should you postpone the date of activation more than one time, you will be charged two-hundred fifty dollars ($250) per location for each and every postponement after the first postponement.  For purpose of clarity, the preceding sentence does not obligate us to grant a postponement of the activation date.  Subsequent terms of this Agreement automatically renew for the same length of the original contract unless you give us written notice of non-renewal at least thirty (30) days before the end of the term in which the notice is given. The Service is offered for the whole period of the Fixed Term and you will be charged a pro-rated cancellation fee if you cancel the service prior to the end of the agreement term. Each month’s service is billed in full monthly increments meaning that if you attempt to disconnect Service prior to the end of a billing month, you will be responsible for the full month's charges to the end of the then-current month, including, without limitation, unbilled charges, plus the agreement termination fee, if applicable, all of which will immediately become due and payable. You will also be responsible for the next full month's charges in the event that you do not provide the requisite thirty-day notice of disconnection prior to the expiration of the then current term. Expiration of the term, suspension or disconnection of Service will not excuse you from paying all accrued and unpaid charges due under this Agreement.

2.2 Fair Use.

(a) Usage Review. Vertical reserves the right to review usage of all its plans to ensure you are not abusing them. You agree to use Vertical Services for normal voice or fax calls and will not employ methods or equipment to take advantage of the Services by using the voice or fax services excessively or for means not intended by Vertical. Vertical may terminate Service immediately if it determines, in its sole discretion, you are abusing its plans. We reserve the right to at any time enforce this policy.  For subscribers where usage to high cost areas (for example such as calls to rural numbers, Alaska or Hawaii) exceeds 5% of total call traffic, or more than 5% of call volume lasts less than 10 seconds, such usage may be deemed excessive in the sole reasonable discretion of Vertical.  For   such usage, you agree to pay a per-minute or per page fee surcharge in excess of established levels at the current Vertical rate.  The surcharge is currently $0.03 per minute and/or $0.03 per fax page.   This surcharge applies to all plans, including the unlimited plans. Alternatively, in the sole discretion of Vertical, your Service may be immediately terminated. 

(b) Small Business Unlimited Usage Definition: Vertical’s definition of “unlimited usage” is based on the combined number of inbound and outbound voice minutes (excluding all Vertical advertising and informational messages).  We reserve the right to at any time enforce this policy in accordance with its terms. If the average voice usage exceeds 2,000 minutes per call path, such usage shall be deemed excessive.  In that event, you agree to pay a per minute, which is currently $0.03 per minute.  This overage fee applies to all plans including the unlimited plans. Alternatively, in the sole discretion of Vertical, your Service may be immediately terminated. 

2.3 Prohibited Uses.

(a) Unlawful. You shall use the Service and the Equipment 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 Equipment for an unlawful purpose. In the event of such disconnection, you will be responsible for the full charges to the end of the current term, including, without limitation, unbilled charges, plus a termination 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 Equipment 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, Vertical will provide information in response to law enforcement requests, lawful government requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others.

(b) Inappropriate Conduct. You shall not use the Service or the Equipment 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 Equipment in any of the aforementioned ways. In the event of such disconnection, you will be responsible for the full charges to the end of the current term, including, without limitation, unbilled charges, plus a termination 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 Equipment 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, Vertical will provide information in response to law enforcement requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others . Furthermore, Vertical reserves all of its rights at law and equity to proceed against anyone who uses the Service illegally or improperly.

2.4 Copyright; Trademark; Unauthorized Usage of Equipment; Firmware or Software.

(a) Copyright; Trademark. The Service and Equipment and any firmware or software used to provide the Service, or provided to you in conjunction with providing the Service, or embedded in the Equipment, and all Service, 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 or the property of our underlying service providers. Nothing in this Agreement grants you the right or license to use any of these marks.

(b) Unauthorized Usage of Equipment; Firmware or Software. You have not been granted any license to use the firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. You expressly agree that the Equipment 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 Equipment for any other purpose. We reserve the right to prohibit the use of any interface equipment 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 equipment that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface Equipment 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.

2.5 Tampering with the Device or Service. You shall not change the electronic serial number or Equipment identifier of the Equipment to perform a factory reset of the Equipment 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 Equipment. In the event of such disconnection, you will remain responsible for the full charges to the end of the current term, including, without limitation, unbilled charges, plus a termination 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.

2.6 Theft of Service. You shall not use the Service in a manner calculated to avoid Vertical policies and procedures. You shall not obtain or use the Service in an improper manner. You shall notify us immediately, in writing or by calling our customer support line, if the Equipment 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 Equipment 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 Equipment stolen from you and any and all stolen, fraudulent or unauthorized use of the Service. Vertical reserves all of its rights at law and equity to proceed against anyone who uses the Service illegally or improperly.

2.7 Return of Equipment. Customers may return Equipment to us and we will also waive our termination fee, subject to the following: Service is disconnected within the first thirty (30) days following the activation of the Service; you return the Equipment to us within fourteen (14) days of the date you disconnected Service; we receive the Equipment in its original condition; you return original proof of purchase (if applicable) with the Equipment, together with the original packaging, all parts, accessories and documentation; and you pay all costs of returning the Equipment back to us. These terms do not apply to Equipment subject to an Equipment User Agreement (as defined in Section 3.3(d).)

If you receive Equipment that is visibly damaged, you must contact our customer care department immediately at 877-Vertical, Option 3, or Service@vertical.com.

2.9 Ownership and Risk of Loss. If you purchase Equipment, you bear all risk of loss of, theft of, casualty to or damage to the Equipment, from the time it is shipped to you until the time (if any) when it is returned to us in accordance with this Agreement. This may be modified by the terms of a Vertical support contract if one is purchased.

2.10 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, calling cards or 900 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) Service in one or more (or all) service areas.

2.11 Incompatibility with Security Systems.

The Service may not be compatible with security systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.

2.12 Fax Or Credit Card Machines. Vertical cannot guarantee that Fax machines or credit card machines connected through an analog telephone adapter (ATA) or similar equipment will operate properly or consistently. Voice Over IP technology is not fully consistent with the method of operation of these devices. Vertical offers a fax service as an optional service for customers needing guarantees of fax delivery. The Customer acknowledges that these devices will work in a best-effort mode and Vertical is not liable for providing service to such systems.

2.12 Scope of Service. 

a) The Service and the Equipment are solely and exclusively for the use of the Customer and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of this Agreement. Customer acknowledges the Service and the Equipment were developed, compiled, prepared, revised, selected and arranged by Vertical and others (including certain information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial, time, effort and money and constitute valuable industrial and intellectual property and trade secrets of Vertical and such others. Customer agrees to protect the proprietary rights of Vertical and all others having rights in the Service and the Equipment during and after the Term.  Customer acknowledges and agrees that it has no ownership rights in and to the Service and that no such rights are granted under this Agreement.  Customer shall honor and comply with all written requests made by  Vertical or its suppliers to protect their and others’ contractual, statutory and common law rights in the Service and the Equipment with the same degree of care used to protect its own proprietary rights, which in no event shall be less than reasonable efforts.  Customer agrees to notify Vertical in writing promptly upon becoming aware of any unauthorized access or use by any party or of any claim that the Service or the Equipment infringe upon any copyright, trademark, or other contractual, statutory, or common law rights.

b) Customer shall not access the Service through any medium or Equipment which Vertical has not authorized in writing, nor may any medium or Equipment by which the Service is provided be shared, moved, modified, interfaced, copied, broadcasted, reproduced, ported or otherwise routed with or to any other equipment without Vertical’s prior written consent. In addition, Customer shall not move, modify, interface, copy, broadcast, reproduce, port or otherwise use or route the Service or any portion thereof with or to any other equipment, network or software that Vertical, in its sole good faith judgment, determines is interacting or interfering or may interact or interfere with the performance of the Service or any portion thereof and, from time to time, upon Vertical’s request therefore, Customer shall promptly notify Vertical in writing of any and all such equipment, network and   Service expressly provided by Vertical for operation on Customer’s own equipment shall be furnished without warranty as to compatibility, fitness or performance with such equipment, and Customer shall bear all cost and responsibility for such equipment.

Unauthorized access or use is unlawful and Vertical and its suppliers shall have all rights provided by law to prevent such access or use and to collect damages in such event.  Customer agrees to notify Vertical in writing promptly upon becoming aware of any unauthorized access or use.  Customer shall not share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, the Services and/or the equipment.  Customer may use the Service solely for its internal business purposes and may not use the Service for any development purposes or to develop any applications, software or otherwise that could in any way interact or interfere with the performance of the Service or any portion thereof, except as Vertical may expressly permit under a separate development license with Customer.

c) The analysis and presentation included in the Service shall not be recirculated, redistributed or published by Customer except for internal purposes without the prior written consent of Vertical and where necessary, with certain sources of the information included in the Service.

d) Customer shall not use any of Vertical’s or its Affiliated Companies’ trademarks, trade names, or service marks in any manner which creates the impression that such names and marks belong to or are identified with Customer, and Customer acknowledges that it has no ownership rights in and to any of these names and marks.

e) Customer acknowledges and agrees that Vertical may delegate certain of its responsibilities, obligations and duties under or in connection with this Agreement to a third party or an Affiliated Company of Vertical, which may discharge those responsibilities, obligations and duties on behalf of Vertical.

f) The service is provided by 8x8. 8x8 requires the customer to agree to pass-through terms of service. The link to these service terms should have been included in the contract the customer signed. The service terms can be found at this link: https://www.8x8.com/reseller-order-terms/vo-vcc-service-terms. By accepting this agreement (as documented earlier), the customer also agrees to the 8x8 service terms found at that link.  

3. CHARGES; PAYMENTS; TAXES; DISCONNECTION

3.1 Billing. We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears), including but not limited to: setup charges; monthly Service fees; equipment rental fees; usage charges; international usage charges; advanced feature charges; advanced features/add-ons; regulatory recovery fee, universal service fund; 911 fees; federal, state and/or local taxes; disconnection fees; and shipping and handling charges. The amount of such fees and charges shall be available to our customers upon request. Vertical may introduce new products and services at special introductory pricing. Introductory pricing may change at Vertical's discretion. Notification of monthly invoices will be sent to you via mail or your email address on file with us. Any usage charges will be billed in increments that are rounded up to the nearest minute unless otherwise puclished.

The above fees are defined as follows:

Setup Charge - This fee covers charges for setting up your account and activating you on our system.

Monthly Service Fee - This is the basic charge associated with your Service. This fee includes the calling charges defined by your plan; the features associated with your plan and basic account Service.

Equipment Rental Fees – This is the charge associated with the rental of equipment for the sole purpose of use in connection with the Service.

Usage Charges - If you exceed the number of calling minutes on your plan, Vertical will bill you for the minutes you use above your allowance. Vertical also bills for calls to directory assistance and other information services.

International Usage Charges - These are the fees associated with calls to locations outside of the US, and Canada.

Advanced Features, Add-Ons, Premium Services – Vertical charges additional fees for enhanced features and services such as Toll-Free, Fax Service, Conference Bridge, Recording Storage, etc.

Universal Service Fund - The Universal Service Fund (USF) provides support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and schools and libraries All telephone companies that provide service between states and internationally, including wireless companies, must contribute a percentage of their revenues derived from these services to the USF.

Taxes – Vertical is required to bill and collect local, state and federal taxes imposed on Vertical customers by the various taxing authorities. Vertical passes all taxes it collects on to the appropriate taxing authority.

911 Fees - State and/or local governments may assess fees on Vertical to pay for emergency services in your community. Vertical bills and collects 911 fees from its customers and remits such fees to the appropriate authority. Depending on where you live, these fees can vary widely. Vertical is committed to supporting public safety services and resources in your State.

Regulatory Recovery Fees- Federally authorized fees collected to reduce overhead costs involved in including certain services provided for communication and safety.

3.2 Billing Disputes. You must notify us in writing within thirty (30) days after receiving your statement if you dispute any Vertical charges on that statement or you will be deemed to have waived any right to contest such charges.  All notices of disputed charges should be sent to: VerticalDirectAR@vertical.com

3.3 Payment and Collection.

(a) Payment. We bill in advance, except for usage on a monthly basis. Payment is due upon receipt. If payment is not received by the due date, at late fee of 1.5% of the unpaid balance will apply.

(b) Collection. If your Service is disconnected, you will remain fully liable to us for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney's fees.

(c) Notices. Vertical will provide 30 days advance notice prior to disconnection of service.

(d) Equipment Subject to Equipment Use Agreement. Notwithstanding the foregoing, if Vertical and Customer enter into a separate leasing or finance agreement relating to any Equipment provided by Vertical (an “Equipment Use Agreement”), Customer’s obligations with respect to such Equipment (payment or otherwise) shall be solely governed by the Equipment Use Agreement, and any modification or termination of this Agreement or any Wireless Service or Plan shall not operate to modify or relieve Customer from any of Customer’s obligations under the Equipment Use Agreement.  Amounts owed Vertical under any Equipment Use Agreement are not included in the charges for the Hosted Service under this Agreement, though such amounts may be invoiced along with the charges owed by Customer to Vertical under this Agreement for Customers convenience.

3.4 Disconnection; Discontinuance of Service. We reserve the right to suspend or discontinue the Service generally, or to disconnect your Service or a service component, at any time in our sole and absolute discretion. If we discontinue the Service generally, or disconnect your Service without a stated reason, you will only be responsible for charges accrued through the date of disconnection, including a pro-rated portion of the final month's charges. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for the full charges to the end of the current term, including, without limitation, unbilled charges, plus the termination fee, if applicable, all of which will immediately become due and payable. Vertical will pursue collection for unpaid amounts on disconnected accounts and may report to credit bureaus.

3.5 Taxes. State and local governments may assess taxes, surcharges and/or fees on your use of Vertical Service. These charges may be a flat fee or a percentage of your Vertical 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 equipment. Such amounts are in addition to payment for the Service or equipment 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.

3.6 Charges for Directory Calls (411). We will charge you $1.50 for each call made to directory assistance.

4. RENTAL EQUIPMENT

4.1 Rental Program Customers who choose to rent phone equipment for use with Vertical Service agree to the following additional terms. These terms cover the usage of Vertical-certified telephony equipment (each a ‘Rental Device) with the Vertical Services provided to the customer. You will be charged a monthly rental fee for each Rental Device which will be paid using the same payment method and payment period as for your other Vertical Services (‘the Rental’). Rental Devices are provided as a courtesy feature for users of the Vertical Services. Each Rental Device rented must have an associated seat of service (for example, a customer with 30 monthly seats may not rent 31 devices). This Rental Program is offered and available to United States Residents only.

4.2 Ownership of the Rental Device Vertical Communications is and will remain the owner of each Rental Device unless title is conveyed to you in writing by Vertical. You will not grant any third party any right to use, possess, or control any Rental Device, sublease any Rental Device, attempt to dispose of any Rental Device, grant any interest or right in a Rental Device to any third party, or otherwise do anything that undermines Vertical’s ownership of each Rental Device. Vertical may, without notifying you, assign Vertical’s interest in any Rental Device, and in that event, Vertical’s assignee will have all of Vertical’s rights in the Rental Device under this Agreement, but none of Vertical’s obligations. You agree not to assert against Vertical’s assignee any claims, offsets, or defenses you may have against Vertical. Upon Vertical’s request, you will execute and deliver to Vertical any documents or forms for protecting Vertical’s ownership and interest in each Rental Device, including finance statements under the Uniform Commercial Code.

4.3 Term of Rental The rental term will begin on the date the Rental Device is recorded as delivered to the customer premise by the designated shipping service (this is the ‘Rental Start Date’). The term will last a minimum of thirty-six (36) months. Customers who wish to terminate the rental earlier than thirty-six (36) months will be subject to Early Termination Fees (ETFs). If the customer terminates their Vertical Services earlier than the 36 months, they can, at Vertical’s discretion, continue to rental term subject to usage limitations. Upon completion of the minimum term, the customer may continue to rent the Rental Device on a month to month basis.

4.4 Termination of Rental Upon any termination of the Rental you agree to return or purchase a Rental Device (including all accessories and materials that were provided with the primary hardware device) subject to the Return of Rental Device section of this agreement. There are two scenarios for Termination of Service:

a) If the Rental is terminated before the thirty-six (36) month minimum term is completed, then the customer must pay ETFs and return the Rental Device. Returning the Rental Device by itself does not end your obligations in this Rental Program. Any ETFs must be paid. Upon receipt of the Rental Device, the ETFs, any outstanding invoices from Vertical, and certification of the condition of the device in accordance with the Return of Rental Device section of this agreement, Vertical will provide written notification that the customer has no further obligation under this Rental Program.

b) If the Rental is terminated after the thirty-six (36) month minimum term, then the customer may end the Rental by providing written thirty (30) day notice to Vertical, paying all outstanding invoices from Vertical, and returning the phone in accordance with the Return of Rental Device section of this agreement. Upon receipt of the Rental Device, any outstanding invoices from Vertical, and certification of the condition of the device in accordance with the Return of Rental Device section of this agreement Vertical will provide written notification that the customer has no further obligation under this Rental Program.

4.5 Receipt of Rental Device Upon receipt of the Rental Device from Vertical, the customer must immediately inform the Vertical Project Manager of the arrival. Rental Devices will be provided from Vertical stock and in good working order and appearance when provided to the customer. The customer will have five (5) business days to examine the equipment and report any issue. If the customer reports no issues within that time, each Rental Device is deemed to be in good working order at the time of receipt. If a Rental Device is determined to have an issue by the customer or Vertical representative on-site, the customer must contact Vertical, report the specific problem and device to Vertical customer service via Vertical’s published service process (see http://info.vertical.com/serviceescalation) and, if Vertical certifies the issue, return the device in accordance with the Return of Rental Device section of this agreement. If the problem is verified, then Vertical will replace the device with an equivalent device. This requirement applies at initial installation as well as for any subsequent devices. The customer must also label all phones at time of receipt (see Labelling of Rental Devices in this agreement).

4.6 Labeling of Rental Devices All Rental Devices must be labelled as property of Vertical Communications. Vertical will send the customer a physical or electronic copy of the approved label for this purpose and the label must be permanently attached to the main body of the Rental Device. Any Rental Device without this sticker is not eligible for Vertical service, replacement, or return at the end of the Rental. Any new Rental Device sent to the customer must also be labelled at time of receipt.

4.7 Return of Rental Device The customer must coordinate any return with Vertical in accordance with the return options listed in this agreement. Rental Devices that must be returned will be shipped to:

                3908 E. Broadway Rd Suite 100
                Phoenix, AZ 85040

Rental Devices should be returned with all original accessories and documentation in the original box. If a Rental Device is returned substantially missing accessories and documentation, then Vertical may charge a Restocking Fee of thirty dollars ($30.00) Returned Rental Devices will be subjected to inspection by Vertical.

a) If the Rental Device is returned at the termination of Rental, then it will be inspected for good condition and full operation. If the Rental Device has been damaged (cosmetically or functionally), destroyed, or lost beyond normal wear and tear then Vertical may require payment of repair or replacement cost by the customer. The term “Replacement Cost” shall mean, with reference to any Rental Device, the fair market value of such Rental Device, plus any applicable taxes and fees. Once Vertical has certified the Rental Device is in acceptable condition, then it will be considered returned (this does not terminate the Rental, see Termination of Rental in this Agreement). The customer agrees to pay all shipping and handling charges related to returning a Rental Device for termination of Rental.

b) If the Rental Device is returned due to a defect then it will be inspected to verify the defect. If the unit is found to be fully operational, it will be shipped back to the customer (shipping charges may be billed to the customer in this instance).

4.8 Monthly Charges The Rental is based on a monthly charge (the ‘Rental Fee’) for each Rental Device. The specific Rental Fee for each phone will be listed on the Vertical Quote signed by the customer. The Rental Fees do not include additional services you may select, taxes, fees, international usage, and other additional services. Sales tax varies by jurisdiction of purchase or rental and may be calculated based on full retail price or Vertical cost price, as determined by the tax law in the jurisdiction of purchase or rental. The customer must pay Rental Fees under the same pay schedule as their other Vertical Services. Vertical may require return of the Rental Device and payment of ETFs if the customer does not pay their Rental Fees in a timely manner.

4.9 Early Termination Fees The minimum term of the Rental is 36 months. The customer agrees to pay the Rental Fees for, at least, this minimum term. If the customer terminates the Rental before this term is up (either by intent or by inaction such as failing to return a device requests or not paying Rental Fees in a timely basis), then Early Termination Fees (ETFs) will become immediately due. ETFs are equal to the remaining monthly Rental Fees left until the thirty-six (36) month minimum is complete. For example, if the customer terminates the Rental at 24 months, the total due for the remaining 12 months will constitute the ETFs and such fees will become immediately due. The customer agrees to pay these fees and authorizes Vertical to take all reasonable action to collect these fees and recover the Rental Devices.

4.10 Adding Rental Devices Customers may add additional Rental Devices to their account. These Rental Devices will be subject to their own thirty-six (36) month minimum term starting from the date of delivery to the customer’s premise. This minimum term may extend beyond the customer’s contract term for other Vertical Services. The customer is still expected to either pay out the minimum rental term or return the phones and pay ETFs as previously outlined in this agreement. When the minimum term has been reached, these phones will also become month to month and the customer may return the phones and terminate the agreement.

4.11 Upgrading Rental Devices The customer may choose to upgrade their Rental Device.  The replacement of the current Rental Device shall be deemed a termination of the current Rental with respect to the current Rental Device and be subject to the early termination provisions hereof, including the return and payment of any ETFs and other outstanding Vertical invoices. Vertical will provide a contract specifying the new Rental Fee for the new Rental Device. This new Rental will begin a new minimum term upon date of delivery. The existing Rental Device must be returned and meet all requirements of the Return of Rental Device section in this agreement.

4.12 Rental Device Replacement During the term of the rental, Vertical will replace a phone that is certified by Vertical as non-operational. This includes partial failures such as buttons or a display not working. It does not cover cosmetic damage, loss, or theft of the product. To qualify for replacement the customer must be current on all Vertical invoices, a Vertical service ticket must have been opened, a Vertical tech must have certified that the Rental Device is non-operational, and the customer must ship the non-operational device to Vertical in accordance with the Return of Rental Device section of this agreement. Vertical will provide a functional replacement Rental Device. This may be the repaired Rental Device, or a Rental Device from Vertical’s stock. The same minimum term for the Rental still applies for this replacement Rental Device.

4.16 Loss or Damage The customer is responsible for any loss or damage of the Rental Device. No such loss or damage will relieve you of your obligations under this Rental. The payment of remaining Rental Fees or ETFs is required to Terminate the Rental, as per Termination of the Rental. If the minimum term has been reached, on a lost or damaged Rental Device, then the customer will be required to pay Vertical the Replacement Cost.

4.15 Rental Device Usage The customer will ensure that: (a) each Rental Device will only be used in a careful and proper manner and in accordance with the written instructions provided with it by Vertical, as may be updated by Vertical or the manufacturer of the Rental Device from time to time; (b) each Rental Device will be used with due care and will not be defaced, modified, or used or operated in any manner or for any purpose in violation of any federal, state, or local law or regulation; (c) each Rental Device must remain within the United States and may not be exported or re-exported to any country contrary to U.S. export laws; (d) any regulatory or certification markers affixed to a Rental Device may not be removed, defaced, or otherwise obstructed (this include the ownership label provided by Vertical which must be affixed to each Rental Device); and (e) each Rental Device will only be serviced or repaired subject to Vertical’s express written authorization and in accordance with Vertical’s instructions and requirements.

4.16 Other Remedies If you are obligated to return a Rental Device or terminate the Rental before the minimum term has been reached and you have not paid ETFs and returned the Rental Device in good working order, then Vertical may, in addition to those remedies available at law, in equity, or as otherwise set forth in this Agreement, take possession of any or all Rental Devices without demand, notice, or legal process, wherever each Rental Device may be located, and you hereby waive any and all damages occasioned by that taking of possession.

5. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES

5.1 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 that is caused by any of the following:

Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.

5.2 Disclaimer of Liability for Damages. IN NO EVENT WILL VERTICAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICE 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. THE MAXIMUM DAMAGES ALLOWED SHALL BE THE AMOUNT PAID BY CUSTOMER FOR ONE YEAR OF THE SERVICE AGREEMENT.

5.3 Indemnification and Survival.

(a) Indemnification. You shall defend, indemnify, and hold harmless Vertical, 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, attorneys fees) by, or on behalf of, you or any third party or user of the Service, relating to the Service, including, without limitation, 911 Dialing, or the Equipment.

(b) Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.

5.4 No Warranties on Service. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT

LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR

EQUIPMENT FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING

BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR EQUIPMENT WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER VERTICAL NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICE, EQUIPMENT, 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 EQUIPMENT OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VERTICAL'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY VERTICAL OR VERTICAL'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND. WE WILL USE OUR BEST EFFORTS TO PROVIDE DIRECTORY LISTING INFORMATION TO A DIRECTORY CONTAINING SUBSCRIBER LISTING INFORMATION (SLI). WE SHALL NOT BE LIABLE FOR THE CONTENT OR ACCURACY OF ANY SLI (INCLUDING, BUT NOT LIMITED TO, A FAILURE BY ONE OR MORE DIRECTORIES TO “UN-PUBLISH” A NUMBER; ONE OR MORE DIRECTORIES PUBLISHING A WRONG NUMBER OR ONE OR MORE DIRECTORIES FAILING TO PUBLISH A LISTING) PROVIDED UNDER THIS AGREEMENT. YOU SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND US OR OUR SERVICE PROVIDERS FROM AND AGAINST ANY DAMAGES, LOSSES, LIABILITIES, DEMANDS, CLAIMS, SUITS, JUDGEMENTS, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING FROM, OR RELATING TO, DIRECTORY LISTINGS AND/OR RESULTING FROM OR ARISING OUT OF YOUR OR A THIRD PARTY’S CLAIM OF INACCURATE LISTINGS, FAILURE OF LISTINGS, INACCURATE USE OF THE SLI, OR FAILURE TO “UN-PUBLISH” A LISTING.

5.5 No Hardware Warranty.  YOU ACKNOWLEDGE THAT VERTICAL ANY EQUIPMENT PROVIDED DOES NOT INCLUDE A SEPARATE HARDWARE WARRANTY PROVIDED AS PART OF THE  CLOUD SERVICE. VERTICAL-BRANDED EQUIPMENT MAY HAVE A SEPARATE WARRANTY NOT COVERED BY THIS AGREEMENT. THIS AGREEMENT DOES NOT CHANGE OR ADD TO THAT WARRANTY IN ANY WAY.
FOR EQUIPMENT PROVIDED BY ALL OTHER MANUFACTURERS YOU AGREE TO LOOK EXCLUSIVELY TO THE ORIGINAL EQUIPMENT MANUFACTURER OF SUCH HARDWARE AND EQUIPMENTS WITH RESPECT TO ANY WARRANTY OR OTHER CLAIMS RESPECTING SUCH HARDWARE AND EQUIPMENT.

5.6 No Third Party Beneficiaries. 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.

5.7 Content. 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 equipment (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 Service 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 with the requirements set forth in this Agreement or interferes with our ability to provide Service 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.

6. MISCELLANEOUS

6.1 Entire Agreement. This Agreement, the Vertical Quote, and the Order Package you execute with Vertical, constitute the entire agreement between you and Vertical and govern your use of the Service, superseding any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. You may also be subject to the terms of Equipment Use Agreement (as defined in Section 3.3(d)) covering any finance agreement for equipment. 

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

6.3 Privacy. Vertical's Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Vertical is not liable for any lack of privacy, which may be experienced with regard to the Service.

6.4 Subcontractors. You understand, acknowledge, and agree that from time-to-time during the term of this  Agreement, Vertical may, in its sole and absolute discretion, delegate performance of some or all of its rights and obligations hereunder to third parties selected by Vertical.  You hereby consent to such subcontracting activity, provided that Vertical shall remain accountable to you for the performance of any such obligations.

6.5 Letter of Authorization. The undersigned Customer hereby appoints Vertical Communications, Inc, Inc. (“Vertical”) as agent for Vertical to act as its authorized agent for all matters pertaining to the number(s) populated in the appropriate fields. This agency includes disconnections of service and other requests as deemed necessary by Vertical to implement the services ordered from Vertical, including but not limited to: (1) securing information for activating, porting, disconnecting, editing and transferring service for Customer, (2) securing information for the purposes of resolving technical issues for Customer, (3) securing information for activating, removing, changing and editing Customer’s directory listings.

6.6 ARBITRATION/CHOICE OF LAW: Any dispute which is in any way related to this agreement, or any action for damages or injunctive relief against Company, regardless of the facts or the legal theories which may be involved, shall be resolved by binding arbitration before the American Arbitration Association ("AAA") by a single arbitrator in accordance with the Commercial rules of AAA in effect at the time the arbitration proceeding is initiated. The arbitration hearing shall be held in Atlanta, Georgia or at such other location as the parties may agree in writing. The arbitrator shall prepare in writing an award which includes the legal and factual reasons for the decision.  Any disputes under this Agreement shall be governed by the laws of the State of Delaware.

6.7 Export Controls:  Customer acknowledges that the export, import, and use of certain hardware, software, and technological data provided under this Agreement is regulated by the United States and other governments and agrees to comply with all applicable laws and regulations, including the U.S. Export Administration Act, the regulations promulgated thereunder by the U.S. Department of Commerce, and any other applicable laws or regulations such as those that prohibit certain services from being used in or accessed by a national of Cuba, Iran, North Korea, Sudan, Syria or any other sanctioned or embargoed country.

6.8 Force Majeure: Notwithstanding anything to the contrary herein, neither Party shall be considered in breach of this Agreement as the result of, or shall have any liability under this Agreement for, any failure or delay in the performance of such Party’s obligations under this Agreement that is caused by events beyond such Party’s reasonable control, including without limitation acts of God (including fire, flood, hurricane, earthquake and tsunami), riot, war, terrorism, government actions and intervention, embargoes, strikes, destruction of facilities, late or failed delivery by suppliers, unavailability of power or Internet services, or network or carrier issues, (a “Force Majeure”); provided that (a) the foregoing shall not apply to either Party’s payment obligations under this Agreement and (b) the non-performing Party shall reasonably promptly provide notice to the other Party and keep the other Party updated and apprised on an ongoing basis of the nature and anticipated length of continuance of the Force Majeure and the non-performing Party’s efforts, plans, and ability to rectify such non-performance.

6.9 Miscellaneous Terms:

i. INTENDED USE. You are purchasing the Service for business purposes. The Service will not be used primarily for personal, family, or household purposes.

ii. 911 SERVICE. If you purchase broadband access as part of the Service, you agree that without limiting the obligations assumed by you under, as well as the other qualifications, limitations, and restrictions imposed by, the General Terms, Vertical subcontractors are not responsible for managing 911 access.

iii. ACCEPTABLE USE POLICY. Vertical’s Acceptable Use Policy, which can be accessed and read on Vertical’s website, is incorporated herein by reference.

iv. EQUIPMENT AND HARDWARE. Under the terms of Vertical’s agreements with its subcontractors, only Equipment provided by the subcontractor has been approved for use with some elements of the Service. If you intend to use any equipment not provided by Vertical, such equipment must be approved by Vertical in advance. Vertical reserves the right to refuse or terminate Service if you are using equipment that has not been approved by Vertical or, if applicable, a Vertical subcontractor.

6.9 Consent to use Electronic Signatures and Records: For your convenience, Vertical provides access to its Service online.  This may require you to enter into agreements or receive notices electronically. As a result, you acknowledge and agree to the notices and agreements when you receive and read these notices. You agree to conduct electronically without limitation the particular transaction into which you entered including entering into this Agreement;

i. You have read and understand the electronic copy of electronic contracts, notices and records, without limitation including this Agreement, and any policies and any amendments;

ii. You agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter;

iii. You are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; and,

iv. You agree to receive electronically information about the Service and other electronic records into which you thereby enter including, without limitation, this Agreement.

6.10 Interpretation: The parties agree that, before signing the Vertical quote and agreeing to this terms, each has had an opportunity (and is advised) to consult legal representation to assist it in interpreting and understanding the implications, duties, and potential liabilities that arise under this Agreement. Consequently, this Agreement shall not be construed more strongly as against one party versus the other.