1. Definitions

1.1. “Agent” means a Customer employee or contractor who may use the Services, the total number of Agents being the maximum number of personnel who may use the Services at any one time.

1.2. “Customer Data” means any data, information or other materials of any nature whatsoever provided to Voneto by Customer in the course of implementing or using the Services.

1.3. “Statement of Work” or “SOW” shall refer to a document describing specific work actions to be performed by Voneto or its affiliates on the Customer’s behalf in conjunction with a Service Order as described herein.

1.4. “Implementation Services” means the services selected by Customer, as indicated on the SOW, to be provided by Voneto in connection with the set up and implementation of the Services. As part of the Implementation Services, Customer may receive limited training in the set up and activation of the Services either via remote web demonstration or on-site at Customer location depending on which of these options was purchased by Customer.

1.5. “Service Order” means the document executed by Customer and Voneto, containing (i) a price and quantity of Services, and Implementation Services to be provided to Customer by Voneto under the Agreement, along with associated telecommunications fees; (ii) the Services to be provided; and (iii) such other options provided on the Service Order as Customer may elect to apply to the Services.

1.6. “Service Plan” means the monthly, quarterly or annual subscription plan a Customer agrees to in the Service Order.

1.7. “Service Order Addendum” means a Service Order agreed to by Customer subsequent to the initial Service Order.

1.8. “Services” means the products or services that are being provided to Customer as described in the Service Order, including any Additional Services set forth in a Service Order Addendum accepted by Voneto.

1.9. “Service Fee” or “Service Fees” means the monthly, quarterly or annual fees set forth in the Service Order to be paid by Customer as consideration for Services provided by Voneto.

1.10. “Activation Fee” means the amounts paid prior to initial services activation for the activities required to provision and activate Customer’s Services.

1.11. “Professional Services” means work Voneto will perform for Customer as specified in any SOW to be executed by the parties from time to time on the terms and conditions specified in the Agreement.

1.12. “Initial Payment” means the initial payment set forth in the Service Order consisting of the fees for Implementation Services, Activation and Transfer Fees and the Service Fees for the first month.

1.13. “Transfer Fees” refers to any charges accrued as a result of moving services to or from Voneto.

2. Changes to the Agreement, Services or Service Plan

2.1. Voneto reserves the right to make changes to the terms and conditions of these Terms and Conditions and/or the Services (“Change of Service”). In the event of a Change of Service, Voneto will post to the website currently located at https://www.voneto.com/terms/. Customer may request a Service Plan change at any time. The Service Plan change will take effect in the first month after the Service Plan is changed. For a Service Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.

3. Term

3.1. The initial term of this Agreement (“Initial Term”) begins on the date that Customer enters into the Agreement and continues in force and effect for the duration of the service period as defined by the Service Order or Agreement.

3.2. Except as set forth in Section 3.3, at the end of the Initial Term, the Agreement is automatically renewed for an additional one year period (a “Renewal Term”), and shall be renewed at the end of each Renewal Term for an additional one-year Renewal Term, unless Customer provides Voneto, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to cancel the service.

3.3. Instead of renewal under Section 3.2 or cancelation, a Customer shall have the option, upon expiration of the Initial Term or any Renewal Term, to renew the Agreement on a month-to-month basis at the then-current rates offered for the Services. Customer will be converted to a month-to-month basis if Customer provides to Voneto, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to convert to month-to-month service.

4. Termination

4.1. Either party may terminate the Agreement upon thirty (30) days notice of termination. In accordance with section 5, disconnection fees may apply. If Customer transfers or ports their phone number to a service provider other than Voneto, Customer must then contact Voneto to cancel the Services provided to Customer by Voneto.

4.2. Voneto shall be entitled, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, Customer’s breach of the Agreement, Customer’s failure to pay any sum due hereunder, suspected fraud or other activity by Customer that adversely affects the Services, Voneto, Voneto’s network or other Customer’s use of the Services. Voneto shall be entitled to determine, at its sole discretion, what constitutes misuse of the Services and Customer agrees that Voneto’s determination is final and binding on Customer. Voneto may require, and if required, Customer shall pay, an activation fee as a condition to changing or resuming a terminated or suspended account.

4.3. Upon termination of this Agreement for any reason, Customer shall be responsible for the full monthly Service Fee for the month in which termination occurs. Expiration or termination of the Agreement does not alleviate Customer of responsibility for paying all unpaid, accrued charges due hereunder.

5. Billing and Payments

5.1. All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by Voneto. Customer will provide such credit information or assurance as is requested by Voneto at any time. Voneto, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

5.2. Voneto will provide Customer with an on-line billing statement for the Services provided and bill all charges invoiced to Customer’s account. Such charges shall include activation fees, periodic service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly Service Fees are paid in advance of each month’s service; toll charges and any other applicable charges are billed subsequent to the end of each month’s service. Billing for monthly Service Fees commences upon ordering of the Services and the first month’s monthly service fee shall be prorated to take into account any partial calendar month that may occur as the result of the date monthly service fees are initiated.

5.3. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment, Voneto may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the greater of twenty dollars ($20.00) or 1.5% per month. A fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.

5.4. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides Voneto with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Voneto, applicable taxes may not be refundable.

5.5. A regulatory recovery fee may be charged monthly to offset costs incurred by Voneto in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses.

5.6. If Customer terminates the Agreement, or some of the Services provided under the Agreement, before the end of the Initial Term or any Renewal Term (the “Terminated Term”), Voneto will charge the Customer, and the Customer will pay, an early termination charge equal to 100% of the Monthly Service Fee for the terminated Service(s) multiplied by the number of months remaining in the Terminated Term on the date of termination. The early termination charge is in addition to the full Monthly Service Fee payable for the month of termination. If the Terminated Term is the Initial Term, Voneto will also charge the Customer, and the Customer will pay, any unpaid non-recurring charges waived at the beginning of the Initial Term.

5.7. Voneto may change the prices for the Services and toll charges from time to time. Voneto may change prices, Service Plans, taxes or fees without any advance notice. For Customers on one, two, three or five year Service Plans, rates will not be increased during the Initial Term, with the exception of tax or fee changes and international toll calling rates. In the event of a change in prices or toll charges, Voneto will post such changed rates to the website currently located at https://www.voneto.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates. The Service Fees effective upon any renewal of the Agreement shall be Voneto’s then-current Service Fees for the applicable Services.

5.8. Customer acknowledges and agrees that the Services will not be available 100% of the time. Credit allowances for interruption of the Services may be requested as described by the Service Level Agreement.

6. Lost, Stolen, or Altered Equipment or Passwords

6.1. Customer shall not modify the Equipment in any way without the express written permission of Voneto. Customer shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, Customer is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue to receive Services. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. Customer shall immediately notify Voneto of any lost or stolen Equipment and shall cooperate with Voneto in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. Failure to report lost or stolen equipment in a timely manner will cause Customer to be responsible for all Service Fees accrued until the time that Voneto is informed of the loss or theft.

6.2. Customer shall not change Voneto-supplied passwords or undertake any steps to reduce the security of the Services provided. Customer agrees to use only passwords that meet minimum complexity standards (“Complex Passwords”) consisting of upper and lowercase characters, numbers and punctuation marks, with a minimum length of 12 characters. Customer is solely responsible for all Service Fees accrued due to security breaches caused by failure to use Complex Passwords.

6.3. Voneto is entitled to terminate the Services and Agreement following Customer’s breach of this Section.

7. 911 & Service Limitations

7.1. The Federal Communications Commission (“FCC”) requires that Voneto provide E911 Service to all Customers who use Voneto Services within the United States. Section 7 applies to all Customers who use Voneto Services within the United States.

7.2. CUSTOMER ACKNOWLEDGES THAT VONETO’S EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION AND CUSTOMER AGREES TO NOTIFY ANY POTENTIAL USER OR AGENT OF THE SERVICES, WHO MAY PLACE CALLS USING CUSTOMER’S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. VONETO ADVISES CUSTOMER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

7.3. CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER OR IF THERE IS AN INTERRUPTION IN INTERNET ACCESS.

7.4. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS.

7.5. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. IF CUSTOMER SUBSCRIBES TO VONETO E911 SERVICE, CUSTOMER WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF CUSTOMER’S EQUIPMENT WITH VONETO, EITHER ON THE VONETO WEBSITE OR BY CALLING CUSTOMER SERVICE, AND WILL UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. CUSTOMER ACKNOWLEDGES THAT VONETO’S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT.

7.6. CUSTOMERS THAT SUBSCRIBE TO VONETO E911 SERVICE WILL BE SUBJECT TO A MONTHLY E911 SERVICE CHARGE. THE MONTHLY E911 SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE SERVICE FEES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR VONETO E911 SERVICE IS ASSESSED ON A “PER-NUMBER” BASIS.

7.7. CUSTOMER ACKNOWLEDGES AND AGREES THAT VONETO WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING VONETO OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS VONETO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.

Privacy

8.1. Voneto utilizes the public Internet and third-party networks to provide Services. Accordingly, Voneto cannot guarantee the confidentiality or security of Services over third-party networks.

8.2. Voneto is committed to respecting Customer’s privacy, and the privacy of callers using the Services. Voneto will not sell, rent, or lease Customers’ personally identifiable information to others, except its Vendors and Affiliates or to appropriate government or regulatory authorities when required to do so for compliance reasons.

8.3. However, Voneto reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either Voneto or any company affiliated with Voneto. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law or judicial or administrative process, Voneto may disclose personally identifiable information.

Electronic Recording

9.1. Customer acknowledges and understands that there are federal and state statutes governing the electronic recording of telephone conversations and that Voneto will not be liable for any illegal use of the service.

Exclusive Remedy

10.1. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WHICH VONETO SHALL BE ENTITLED TO ELECT IS REPAIR, REPLACEMENT, CREDIT OR, REFUND. VONETO MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR.

Limitations Of Liability

11.1. IN NO EVENT SHALL VONETO OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF VONETO OR ITS VENDORS OR OTHERWISE. IN NO EVENT SHALL VONETO’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY CUSTOMER TO VONETO IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

12. Entire Agreement

12.1. This Agreement is the entire agreement between the parties with respect to the subject matter and supersedes any previous statements or agreements, whether oral or written. No amendment or modification of any provision of this Agreement will be effective unless it is in writing and signed by both parties.

13. Binding

13.1. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of Voneto and the Customer. The terms of this Agreement are continuing obligations.

14. Indemnification

14.1. Customer agrees to defend, indemnify and hold Voneto and its affiliates, directors, officers, employees, attorneys, agents, and vendors harmless from any claims or damages relating to this Agreement.

15. Strict Adherence, Force, and Governance

15.1. The failure of either party to demand strict performance by the other party of any of this Agreement will not be a waiver or relinquishment of any rights under this Agreement and either party may at any later time demand strict and complete performance by the other party of the Agreement.

15.2. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

15.3. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, and venue for any disputes will lie exclusively with the appropriate court Pennsylvania.