These Terms & Conditions of Service for Cloud Telephony and other Services (the “Ts&Cs”) shall govern the use of the Services (as hereafter defined) made available to you (“Customer”) by IT Management Corporation d/b/a 101VOICE, a California corporation with its principal place of business located at 5201 Great America Parkway Suite 320, Santa Clara, California 95054 (“101VOICE”). By electronically accepting these Ts&Cs, submitting a CSO (as hereafter defined) or using the Service, Customer hereby consents to these Ts&Cs. Customer is solely responsible for reading this document from time to time to ensure that Customer’s use of 101VOICE Services remains in compliance with these Ts&Cs. The term “Agreement” includes collectively these Terms & Conditions of Service, a Sales & Services Agreement (“SSA”) and each Customer Service Order(“CSO”) executed hereunder. 101VOICE and Customer shall individually be referred to as a “Party” and collectively as the “Parties”.

1. Acceptance – Customer acknowledges acceptance of Agreement upon proper execution of a CSO by a Customer representative, or by payment of an invoice for 101VOICE’s Products and/or Services.
2.  Installation, Initiation of Service. 101VOICE shall supply to Customer the Services described in each CSO; provided, however, 101VOICE will only begin installation and initiation of Service after it receives the following payments and after it receives and accepts the following documents: (1) a properly executed CSO, (2) payment of all amounts due under an SSA and/or CSO, (3) a completed on-boarding document. If Customer cannot provide access to the install location(s) at an underlying service provider’s request, a penalty may be assessed for each install location affected. Circuit installation charges on a CSO include circuit installation to the building entry point. Charges for any additional inside wiring are the responsibility of the Customer. With respect to 101VOICE’s offering of information, Services, and products, 101VOICE attempts to describe its offerings as accurately as possible, nevertheless, 101VOICE does not warrant that information, Service and product descriptions, Service or product availability, or other content of its website (the “Site”) is accurate, complete, reliable, current, or error-free. Customer shall provide 101VOICE, all permissions, consents or authorizations necessary to install, activate, maintain, inspect, alter, repair and replace the Service and any 101VOICE Equipment, including access to the current system and to enter Customer’s Premises.
3. Adding and Removing Services. The Customer may add devices and Services to its account at any time. 101VOICE will prorate the associated charges for the first month. Customer may reduce the number of devices or Services to a level that is no less than 25% below the highest monthly recurring amount invoiced during the Term. If monthly recurring invoice amounts decline to more than 25% below the highest level, invoicing will continue at no less than a 25% reduction, or the account will be deemed to have terminated early.
4. Acceptable Use (AUP). The Services are for the Customer’s own commercial or governmental use only. 101VOICE may terminate this Agreement without notice if the Customer is reselling the Services or using them in any way that is defamatory, threatening, or is otherwise inconsistent with applicable laws or 101VOICE’s Terms & Conditions and Policies. Customer is to review 101VOICE’s AUP Policy found at http://www.101voice.com/legal/AUP
5. Billing.

5.1.Commencement of Billing. 101VOICE will commence billing on the Effective Date and will not be delayed due to Customer’s readiness to accept or use the Service. Customer is responsible to pay all charges by the due date, for all applicable recurring and nonrecurring charges. 101VOICE will prorate charges for partial months. If this Agreement is terminated, all unpaid charges, including unpaid recurring and nonrecurring amounts, become due immediately. If the Service includes an Internet access circuit, including broadband, MPLS, wireless access, or PSTN, billing for the access circuit or access service will begin on the date the service or circuit is delivered to the Customer premises.

5.2.Customer Address Accuracy. Customer shall provide 101VOICE with the correct address at which Services will be provided. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties.

5.3.Payment of Invoices. Invoices for Services and Other Charges are delivered monthly and are payable by the due date. Fixed charges are billed in advance and variable usage-based charges are billed in arrears. Billing for partial months is prorated. Charges for installation of Services and equipment shall be invoiced upon delivery and payable on the due date. Upon termination of the Agreement all unpaid Service and related charges will become due immediately.

5.3.1. All fees and charges (together, “Service Fees”) and any other amounts due to 101VOICE may be charged to Customer’s Visa, MasterCard, American Express or other valid credit or debit card, and/or electronically debited to Customer’s bank account.

5.3.2. 101VOICE pays taxes, fees, and other costs required by government authorities related with its provision of Services. 101VOICE may charge the Customer a regulatory fee to recover any such taxes, fees or other costs associated with the Services provided to the Customer. 101VOICE may change the regulatory fee charged to the Customer without notice.

5.4.Credit Review. 101VOICE reserves the right to withhold initiation of partial or full implementation of Services pending satisfactory credit review and approval thereof, which may be conditioned upon terms specified by 101VOICE including, but not limited to, payment in advance.

5.5.Disputes.

5.5.1Late Fees – 101VOICE may charge a late fee for unpaid amounts of $15.00 or 1.5%, whichever is greater, for amounts not paid by the due date. 101VOICE may use collection services to recover unpaid amounts and report late payments to credit bureaus and others. If 101VOICE refers any amounts to a collection service, the Customer shall pay all collection fees and attorneys’ fees or other amounts 101VOICE spends to collect amounts due, as permitted under applicable laws and regulations.

5.5.2 If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed) to billing@101VOICE.com. In the event Customer intends to dispute amounts already paid in full, Customer must submit notice of such dispute in writing within sixty (60) days from the date of the invoice. After investigation 101VOICE will notify Customer of any amount determined by 101VOICE to be corrected or charged. If Customer does not deliver full payment for all undisputed billed charges by the due date, 101VOICE may impose late payment fees and/or restrict, suspend or terminate use of the Services or Equipment.

5.5.3 Returned check fees – Returned checks are subject to imposition of returned check fees of $25.00 applied to Customer’s account.

5.5.4 101VOICE may also apply any deposits or other payments made by Customer to unpaid invoice amounts. If 101VOICE applies any portion of a security deposit, Customer shall, within five (5) days following written notice from 101VOICE, replenish the security deposit by the amount so applied by 101VOICE. If 101VOICE restricts, suspends or terminates Customer’s Services, 101VOICE may, at its sole option, choose to restore Customer’s Services prior to the payment of all charges due. Such restoration shall not be construed as a waiver of 101VOICE’s right to receive full payment for all charges due.

5.5.5 Resumption of Service – If Customer requests that Service be restored after a suspension or termination, 101VOICE has the sole discretion to restore Service and may condition restoration upon satisfaction of such conditions as 101VOICE determines, including payment of unpaid amounts plus a reconnection fee of $125.00 for each Service location being reinstated.

6.Network Access, and Devices. The Service includes the ability to transmit data through third-party networks, public and private, including but not limited to Internet access, broadband, MPLS, PSTN, and wireless access. Customer acknowledges that use of or presence on third-party networks will be subject to any acceptable usage policies such third-party networks may establish. 101VOICE will not be liable for any failure to obtain such approval or any violation by Customer of such policies. Customer understands that 101VOICE does not own or control third-party networks and agrees that 101VOICE shall not be responsible or liable for the performance or nonperformance of third-party networks or within interconnection points between the Service and third-party networks.101VOICE makes no representation that the Internet or any such third-party network will adequately secure or protect the privacy of Customer or any end user’s personal information, and 101VOICE expressly denies any associated liability. Actions or inactions caused by third-party networks can result in situations in which 101VOICE customers’ connections may be impaired or disrupted. Although 101VOICE will use commercially reasonable efforts to remedy or avoid such events, 101VOICE expressly disclaims warranties with respect to these third-party networks or any disruptions or lack of performance that may occur thereon.

6.1.Equipment Delivery – Hardware and software will be shipped ground unless otherwise specified. All shipments are FOB Origin or pre-paid and shipped to dock. Any special shipping requirements must be clearly stated on all POs (e.g. inside delivery). For third party vendor orders, 101VOICE is limited to the delivery schedule and inventory availability of the vendor, and 101VOICE shall not be held responsible for delays in shipping to Customer.

6.2.Equipment Returns – Upon delivery of equipment, Customer agrees to open all shipments and visually inspect equipment for physical damage. All damage must be reported to 101VOICE within 72 hours of delivery. Damage claims must be processed promptly or will not be accepted. Returns will be accepted at 101VOICE’s discretion and are subject to manufacturer return policies. For returns to be approved, all merchandise must be in an original box and the customer agrees to pay a restocking fee of 15% of the purchase price, plus shipping costs. Returns must be made within 15 days of receipt. All shipments must have a valid RMA number from 101VOICE before returning. For RMA requests please mail to support@101VOICE.com. A copy of101VOICE’s RMA policy is available for review at http://www.101VOICE.com/legal.

7.Service Interruption.101VOICE provides a financially backed and supported Service Level Agreement (SLA), and will use commercially reasonable efforts to minimize service disruptions and outages. 101VOICE maintains a 99.996% reliability for its core functions. Please reference the SLA Policy online at: https://www.101VOICE.com/legal.

8.Term. This Agreement shall become effective on the Agreement Date and shall continue through the later of 24 months after the Effective Date, or through the expiration date the last of the CSO(s). The Term shall automatically renew for successive periods equal in length to the original Term (each, a “Renewal Term”), unless either Party gives written notice to the other Party of non-renewal at least 90 days before the end of the applicable term. With respect to each CSO, the Term and all applicable renewal terms shall use the same date the last of the CSO(s) between Customer and 101VOICE expires or is terminated.

9.Termination. Upon termination, 101VOICE may immediately deactivate or delete Customer’s online account and all related information and files in Customer’s online account. 101VOICE shall not be liable to Customer or any third-party for any reason for terminating Customer’s use or access to Customer’s online account. If Customer or 101VOICE terminates Customer’s right to use the Services, Customer shall not be entitled to any refund or proration of any pre-paid amounts or credits. Upon any termination, Customer hereby agree to be liable for the applicable equipment return fee in accordance with 101VOICE’s Equipment Return Policy for all phones, hardware and other equipment purchased or provided to Customer in connection with the Services.

9.1.Customer Cancellation and Termination Charges. If Customer cancels all or any part of the Service, except, if 101VOICE is unable to serve a customer location, termination by 101VOICE can take place without penalty for that portion of the contract pertaining to the un-served location, then Customer’s liability for such cancellation shall be an amount equal to 75% of the remaining Term of contract, including recurring and non-recurring charges, plus all third-party network access fees or early termination fees or charges associated with any other Service provided. 101VOICE may automatically charge Customer’s selected method of payment or Customer shall pay such cancellation amount immediately upon receipt of an invoice therefore, at 101VOICE’s option.

9.2.Equipment Return. Upon termination of this agreement or any service, customer shall securely pack, ship and return to 101VOICE all 101VOICE equipment at customer’s expense. 101VOICE may invoice customer, and customer shall pay, for the full replacement value of any equipment that has not been timely returned, free of damage and in good working condition. In addition, if customer has not returned the 101VOICE equipment within (10) days after the termination of the applicable service, 101VOICE may charge customer’s selected method of payment and customer will pay full current retail price of the equipment, and taxes.

10.911 Policy 101VOICE provides Voice over IP based communications services that support access to emergency services numbers where Emergency-Enabled Service functions differently than traditional telephone service. Emergency-Enabled Service and some of its limitations are described below. If Customer is uncomfortable with the limitations of the 911 service, Customer should consider using an alternative means of access to traditional 911 or E911 services. In some cases, 911 calls dialed from 101VOICE service may not be directed to the local emergency response center and are instead directed to a National Emergency Call Center (the “NECC”). That might happen if there is a problem validating a Registered Address, if the Registered Address is an international location, or if the Registered Address is in an area that is not covered by the landline 911 network. 911 calls that are directed to the NECC may not include Customer telephone number or Customer registered address. Trained operators at the NECC will request caller’s name, location, and telephone number and attempt to reach emergency responders in caller’s local area. Until caller gives the operator their phone number, and location, he/she may not be able to call back or dispatch help to the correct location if the call is dropped or disconnected. 101VOICE 911 service will not function in the event of an Internet or power outage, or if Customer broadband, ISP, or 101VOICE service is terminated or is otherwise not available. It is possible that network congestion may delay or prevent completion of a 911 call. 101VOICE 911 service may not be available if Customer is dialing from a 101VOICE number that is not a Canadian or United States number. The 101VOICE Mobile Application and/or softphone Application is not a substitute for wired or mobile 911 system. 101VOICE disclaims and Customer waives any liability if 911 is unavailable. See associated 101VOICE policy named “911 Emergency Service Calling” which requires Customer review, located at http://www.101VOICE.com/legal/911

11.Limitations, Warranties, and Liability.

11.1.Exclusions of Certain Damages. Except for the payment of service level credits in accordance with the terms of a service level agreement applicable to a service, to the fullest extent permitted by law, under no circumstances, and under no legal theory, whether contract, tort (including negligence), strict liability or any other theory whatsoever, shall 101VOICE be liable for any damages customer may suffer from or in connection with customer’s use of, or inability to use, 101VOICE’s network or equipment, or the service, including damages resulting from loss or theft of data, transmission delays or failures, service interruptions, unauthorized access or damage to records, software programs or other information or property or for any loss of profits, or any other special, incidental, consequential, indirect or punitive damages, however caused. This limitation will apply even if 101VOICE has been advised of, or is aware of, the possibility of such damages.

11.2.Disclaimer of Third-party Actions and Control. 101VOICE does not and cannot control the flow of data between 101VOICE’s network and third-party networks. Such flow depends in large part on the performance of third-party networks and services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which 101VOICE customers’ connections to third-party networks may be impaired or disrupted. Although 101VOICE will use commercially reasonable efforts to remedy and avoid such events, 101VOICE cannot guarantee that they will not occur. 101VOICE disclaims any and all liability resulting from or related to the performance, nonperformance or incorrect performance of third-party networks.

11.3.No Warranty. Customer acknowledges and agrees that the service is provided on an “as is, as available” basis, and customer’s use of the service is at customer’s sole risk. 101VOICE makes no, and hereby disclaims, any and all warranties of any kind, whether express or implied, with regard to the service(s), equipment and/or network provided by 101VOICE, provided under this agreement and specifically disclaims any warranty of merchantability, fitness for a particular purpose, non-infringement of title, and any warranty arising from any course of dealing, usage or trade practice. 101VOICE does not warrant that the service will be uninterrupted or error-free, or that the service will meet customer’s requirements or that the service will prevent unauthorized access by third parties. 101VOICE exercises no control over, and hereby disclaims any responsibility for, the accuracy and quality of any data or content transmitted with the use of the service. Customer acknowledges and agrees that 101VOICE does not own the underlying telecommunications circuit, facilities or equipment utilized to provide the services and is only responsible for the performance or non-performance thereof to the extent outlined in 101VOICE’s SLA. Customer hereby expressly assumes the risk of its use of any information transmitted via the service.

11.4.Maximum Liability. 101VOICE and its representatives will not be liable for any damages or other claim arising from any person’s use of or inability to use the Services because of a failure or degradation of third party provider’s network, a failure or degradation of broadband Internet service or other Internet access, a force majeure event, or any other third party cause, whether the claim is founded in breach of contract, breach of warranty, negligence or any other theory of liability. In no event will 101VOICE’s total liability under this Agreement exceed the amount the Customer paid to 101VOICE in the month before the event giving rise to the claim.

11.5.Force Majeure. Except for Customer’s obligation to pay money to 101VOICE under the terms of applicable Agreement and/or CSO, neither Party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including but not limited to Acts of God, accidents, fire, flood, explosion, vandalism, fiber optic cable cut, denial of service attacks, network congestion, storm or other similar catastrophes, any law, order, regulation, direction, action or request of the United States government, or of any other government, including state and local governments having jurisdiction over either of the Parties, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military authority, national emergencies, terrorism, insurrections, riots, wars, or embargos, provided that the delayed Party (a) gives the other Party prompt notice of such cause and (b) uses reasonable commercial efforts to correct promptly such failure or delay in performance.

12.Indemnification. Customer agrees to defend, indemnify, and hold harmless 101VOICE and the 101VOICE Indemnities from and against all Indemnifiable Damages incurred or suffered by any of them arising out of or relating to this Agreement or the Service (including Equipment and 911 dialing), except to the extent caused by 101VOICE’s willful misconduct. This Section shall survive termination or expiration of this Agreement

13.Resale. Customer represents and warrants that it will be the end user of the Service. Customer shall not in any way resell, license or permit any third-party to use the Service without receiving 101VOICE’s prior written consent, which consent may be withheld in 101VOICE’s sole discretion.

14.Miscellaneous Provisions.

14.1.Professional Services. 101VOICE will charge ninety-five dollars ($95) per hour for pre-scheduled on-site service during normal business hours, and one hundred forty-two dollars ($142) per hour outside of normal business hours. On-site support will be calculated in thirty (30) minute increments, with a minimum charge of two (2) hours. Charges for travel and direct expenses may also apply. Remote service will be calculated in fifteen (15) minute increments, with a minimum charge of two (30) minute segments.

14.2.Customer Account Password. Customer shall provide a valid email address and will be assigned a password, both of which will be used for Customer verification. It is Customer’s responsibility to change an assigned password and safeguard it from unauthorized use. 101VOICE will not be liable for the unauthorized use or misuse of Customer’s account due to a breached password.

14.3.Marketing. Customer agrees that 101VOICE may refer to Customer as a customer of 101VOICE and describe Customer’s business in 101VOICE’s marketing materials and website.

14.4.Government Regulations. Customer will not use 101VOICE’s network or the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations to whose jurisdiction Customer is subject.

14.5.Notices. 101VOICE shall deliver any notice to the Customer to the mailing address, fax number, or email address provided by Customer. Except for billing disputes under section 5.5 or location updates, the Customer shall deliver any notice to 101VOICE by email to support@101VOICE.com or by delivering it to 5201 Great America Parkway Suite 320, Santa Clara, California 95054. Either party may update its contact information for notices by delivering notice of the new contact information to the other party in accordance with this section 14.5. Notice will be deemed to have been given (a) when sent if sent by email to the address specified in this section, (b) three business days after being mailed by registered or certified mail, postage prepaid; or (c) the next business day if sent by commercial overnight delivery service, unless tracking information indicates delivery on a different day.

14.6.Compliance with Law. This Agreement shall be governed and construed in accordance with the laws of the State of California, County of Santa Clara. Use of the Services shall be in accordance, and comply, with 101VOICE’s Ts&Cs, all Policies, all applicable laws, regulations, and rules. Customer shall obtain all approvals, consents and authorizations necessary to conduct its business and initiate or conduct any transmissions over any facilities or networks covered by this Agreement.

14.7.Arbitration. Each Party agrees to submit any and all disputes concerning the Agreement (except for collection of amounts due from Customer hereunder) to binding arbitration under one (1) neutral, independent and impartial arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the provisions contained in this Section 14.7 (the provisions contained in this Section 14.7 control in the event of any conflict between this Section 14.7 and such Commercial Arbitration Rules). The decision and any award resulting from such arbitration shall be final and binding. The place of arbitration will be at the offices of the AAA in Santa Clara County, California. Any final decision or award from arbitration under this Section 14.7 will be in writing and reasoned. The arbitrator may award attorney’s fees and costs of arbitration to the prevailing Party as determined by the arbitrator with wide discretion considering both (i) which Party bettered its position most by the outcome of the Arbitration, and (ii) that the Parties intended that all limitations on liability would be enforced by the arbitrator. Except for attorney’s fees and costs of arbitration as the arbitrator may award as provided in the previous sentence, each Party will bear its own costs and expenses incurred in connection with any arbitration under this Section 14.7. As part of any arbitration conducted under this Section 14.7, each Party may: (i) request from the other Party documents and other materials relevant to the dispute and likely to bear on the issues in such dispute, (ii) conduct no more than five (5) oral depositions each of which will be limited to a maximum of seven (7) hours in testimony, and (iii) propound to the other Party no more than thirty (30) written interrogatories, answers to which the other Party will give under oath. All the dispute resolution proceedings contemplated in this Section 14.7 will be as confidential and private as permitted by law. The Parties will not disclose the existence, content or results of any proceedings conducted in accordance with this Section 14.7, and materials submitted in connection with such proceedings will not be admissible in any other proceeding, provided that the confidentiality provision set forth in this sentence shall not prohibit either Party from making a petition to vacate or enforce an arbitration award or from making disclosures required by law. The Parties agree that any decision or award resulting from proceedings in accordance with this Section 14.7 shall have no preclusive effect in any other matter involving third parties. All applicable statutes of limitation and defenses based upon the passage of time will be tolled while the procedures specified in this Section 14.7 are pending. The Parties will take such action, if any, required to effectuate such tolling. The arbitration shall be governed by the United States Arbitration Act and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction.

14.8.Survival. All portions of these Ts&Cs will survive any expiration or termination of the Agreement or CSO, or any part of this Agreement, or any change in Customer ownership, control, or legal structure of the Customer’s business. Upon change of control, ownership or legal structure of Customer’s business, the term, payments for products and services, will survive according to the terms in the Sales & Service Agreement and all addenda and CSOs. Neither the expiration nor termination of the Agreement will extinguish any claims or obligations arising under the Agreement or CSO prior to (or with respect to the period prior to) such expiration or termination (whether or not the provision(s) giving rise to such obligations are enumerated above).

14.9.Electronic Documents. Any references in the Agreement or CSO to any forms, documents, policies or instruments shall be deemed to refer to the same in both paper and electronic form. By ordering, purchasing or using the Services, Customer agrees that 101VOICE may provide to Customer by use of electronic communications any required notices, agreements and other information concerning 101VOICE, including changes to these Ts&Cs. In addition, by clicking “I Agree” or “I Accept” (or similar) anywhere on a 101VOICE website or webpage, Customer agrees and acknowledges to conduct business electronically and be bound by the applicable agreement, document or transaction.

14.10.Representations. Each Party represents and warrants that (a) it has the full right and authority to enter into this Agreement, (b) it is a business entity duly organized under the laws of its jurisdiction, (c) that there are no actions, suits, or proceedings, pending or threatened against it that would materially impair its performance under this Agreement, (d) it complies with all applicable federal, state and local laws and regulations, rulings and orders of governmental agencies, including but not limited to the Communication Act of 1934 as amended by the Telecommunications Act of 1996, as amended, the Rules and Regulations of the Federal Communications Commission, and state public utility or service commissions, and (e) it has obtained, and will maintain all certifications and other authorizations necessary for Customer to use the Services, and for 101VOICE to provide the Services. Customer represents and warrants that it has made and will maintain at all times wireless or traditional land-line telephone service that will enable Customer to call 911 and any other applicable emergency service number(s). Customer represents and warrants that its name, user name, contact information and registered location are true and correct. Customer agrees to be financially responsible for the use of the Services, including the authorized and/or unauthorized use of Customer’s account by others. In order to use the Services, Customer agrees, at Customer’s sole expense to: (i) provide and be responsible for payment for all equipment necessary to establish a connection to the Internet and/or to the Publicly Switched Telephone Network (“PSTN”), as may be required to use the Services; (ii) provide for access to the Internet and/or PSTN and pay any Internet connection service fees associated with such access; (iii) supply and pay for all phone service features required for Customer’s use of the Services; and (iv) pay 101VOICE for the Services.

14.11.No Third-Party Beneficiaries. The Agreement is being executed for the sole and exclusive benefit of the Parties hereto and is not for the benefit of any third parties. The execution hereof shall not create any obligations or confer any rights on any person or entity other than the Parties hereto.

14.12.Storage data. Customer acknowledges and agrees that: (a) 101VOICE shall have no obligation to store, retain, back-up, or ensure the availability of any stored communications and/or account data for more than 30 days; (b) to the extent that Customer wishes to retain any account data or other information relating to Customer Services, including, but not limited to, voice mail and caller analytics data and or the use thereof, Customer must ensure that such information is downloaded, saved, and/or backed-up outside of Customer’s 101VOICEaccount, as necessary or appropriate for Customer purposes; (c) Customer will not rely on 101VOICE Services as a repository for or means by which to retain, store, or back-up account data or any other data, information, or materials; (d) after 30 days 101VOICE may delete or purge any and all copies and versions of any Customer stored communications and/or account data or other data at any time, without notice, including, without limitation, after 101VOICE or Customer deletes any such information from an account or after termination of the Agreement or closure of an account; and (e) 101VOICE may, in its sole discretion and option and without notice, implement reasonable limits as to the size or duration of storage of account data.

14.13.Passive Conduit Role. The Parties acknowledge and agree that: (i) 101VOICE’s role with respect to Customer Communications and the content thereof shall be that of a passive conduit; and (ii) any storage of Customer Communications and/or Account Data by 101VOICE shall be performed merely as a convenience to Customer and as a compliment to and incidental to 101VOICE’s core data transmission function.

14.14.Attorney’s Fees and Costs. If any arbitration or legal proceeding is validly instituted to enforce the terms of a 101VOICE Agreement, SSA, CSO, or other pertinent policy, the prevailing party may recover its attorneys’ fees and other costs.

14.15.Headings. All Section headings and captions used in the Agreement are purely for convenience and shall not affect the interpretation of the Agreement.

14.16.Promotional services. Customer acknowledges and agrees that in the event that 101VOICE offers or provides Customer discounts or promotional services for Plan Services or an Account, 101VOICE may terminate or modify the scope of such promotional services at any time without notice, unless 101VOICE specifically agrees otherwise in writing in connection with its provision of the discounts or promotional services.

14.17.Transfer the contract to the new owner. In case of transferring the ownership or control of customer business, the contract will be transferred to the new owner without reduction in customer obligation until the end date of contract and any applicable renewal period then in effect.

14.18.101VOICE may assign its rights and obligations under this Agreement to any successor of substantially all of its assets without Customer’s consent.

14.19.No changes or modification to this Agreement or any CSO executed shall be effective unless agreed to by an authorized officer of 101VOICE.

14.20.Enforceablity. If any term or provision of this Agreement shall be determined to be invalid or unenforceable by a court or body of competent jurisdiction, then the remainder of this Agreement shall be valid and enforceable.The failure of either Party to enforce any provision hereof shall not constitute the permanent waiver of such provision.In case of conflict between or among documents referenced in this Agreement, the following order of precedence shall apply: (1) CSO’s and SOW’s; (2) Ts&Cs; (3) Policies, and (4) the Agreement.

14.21.Complete. This Agreement and those Policies it relies upon, constitutes the complete and exclusive statement of the understanding between the Parties and supersedes all proposals and prior agreements (oral or written) between the Parties relating to the content of this Agreement.

14.22.Modification. As a result of telecom regulations and industry changes to services and regulations, 101VOICE reserves the right to modify these Terms & Conditions and all 101VOICE policies by posting revised terms and policies online at www.101VOICE.com/legal without additional notice to Customer. Revised Terms & Conditions of Service and Policies shall be effective 30 days after the posting.