This Master Services Agreement governs the Service, any Equipment, such as an IP phone, Router, Analog Telephone Adapter or any other IP connection Equipment, (“Equipment”) By activating the Service, you acknowledge that you have read, understand, and agree to the Terms of Service of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.
If you attempt to terminate services prior to the end of a term, you will be responsible for early termination fees equal to 100% of the charges for all terminated services to the end of the then-current term, in addition to all unbilled charges, waived fees, and term discounts, all of which immediately become due and payable. The early termination fee becomes due and payable immediately upon termination and will be billed directly to the Customer, or to Customer's credit card for those customers who elect the credit card billing option unless terminated for material breach of this Agreement. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.
Pricing for BB service has been signed and accepted by Customer.
(a) Prohibited Uses
You agree to use the Service and Equipment only for lawful purposes. Without limitation, you agree not to use the Service or Equipment for transmitting or receiving any communication or material of any kind which in BB Cloud Phone’ sole judgment the transmission, receipt or possession of such communication or material: (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law (the uses described in clauses (i) and (ii) above are collectively referred to as “Prohibited Uses”). BB Cloud Phone reserves the right to terminate your service immediately and without advance notice if BB Cloud Phone has proof that you are using the Service or Equipment for a Prohibited Use. Upon any such termination, you shall continue to be responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable and may at BB Cloud Phone’ discretion be immediately charged to your credit card. You are liable for any and all use of the Service and/or Equipment by yourself and by any person making use of the Service or Equipment provided to you and agree to indemnify and hold harmless BB Cloud Phone against any and all liability for any such use. If BB Cloud Phone, has proof that you have used the Service or Equipment for a Prohibited Use, BB Cloud Phone may forward the objectionable material, as well as your communications with BB Cloud Phone and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
(b) Use of Service and Equipment by Customers International
If you remove the Equipment to another country and use the Service from there, you do so at your sole risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all charges, fees, fines, taxes, regulatory charges or penalties resulting from use of the Service and/or Equipment international by yourself or any person making use of the Service or Equipment provided to you and agree to indemnify and hold harmless BB Cloud Phone against any and all liability for any such use. You will be solely liable for violation and agree to indemnify and hold harmless BB Cloud Phone against any and all liability for such violation.
You acknowledge and understand that the Service does not function in the event of power failure. You also acknowledge and understand that the Service requires a fully functional broadband connection to the Internet (which may not be provided by BB Cloud Phone) and that, accordingly, in the event of an outage of, or termination of service with or by your Internet service provider (“ISP”) and/or broadband provider, the Service will not function, but that you will continue to be billed for the Service unless and until you terminate the Service in accordance with this Agreement. Should there be an interruption in the power supply or ISP outage, the Service will not function until power is restored or the ISP outage is cured. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service. Should BB Cloud Phone suspend or terminate your Service, the Service will not function until such time as BB Cloud Phone restores your Service (which may require payment of all invoices and reconnection fees owed by you and/or cure of any breach by you of this Agreement).
The Service, Equipment and all firmware and software used to provide the Service are provided to you in conjunction with providing the Service, or embedded in the Equipment, and all Services, information, documents and materials on BB Cloud Phone’ website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “marks”) of BB Cloud Phone are and shall remain the exclusive property of BB Cloud Phone and nothing in this Agreement shall grant you the right or license to use any such marks. You acknowledge that you are not given 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) during the term of this Agreement strictly in accordance with the Terms of Service. You expressly agree that the equipment is exclusively for use in connection with the Service and that BB Cloud Phone will not provide any passwords, codes or other information or assistance that would enable you to use the Equipment for any other purpose. If you decide to use the Service through interface Equipment not provided by BB Cloud Phone, which BB Cloud Phone reserves the right to prohibit in particular cases or generally, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use such interface Equipment with the Service and you will indemnify and hold harmless BB Cloud Phone 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.
You agree not to change the electronic serial number or equipment identifier of the Equipment, or to perform a factory reset of the Equipment, without express permission from BB Cloud Phone in each instance, which BB Cloud Phone may deny at its sole discretion. BB Cloud Phone reserves the right to terminate your Service should you tamper with the Equipment, in which case you shall be responsible for: (i) the full charges to the end of the current term, including without limitation unbilled charges; (ii) a disconnect fee, and (iii) the cost of all tampered Equipment, all of which immediately become due and payable. You agree not to hack or disrupt the service or to make any use of the Service that is inconsistent with its intended purpose, or to attempt to do so.
You agree to notify BB Cloud Phone immediately, in writing or by calling the BB Cloud Phone customer support line, if the Equipment is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you call or write, you must provide your account number and a detailed description of the circumstances of the Equipment theft or fraudulent use of Service. Failure to do so may result in the termination of your Service and additional charges to you. Until such time as BB Cloud Phone receives proper notice of the theft or fraudulent use, you will be liable for all use of the Service using Equipment stolen from you and any and all fraudulent use of the Service.
The Agreement and the relationship between you and BB Cloud Phone shall be governed by the laws of the State of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 6.1, you and BB Cloud Phone agree to submit to the personal and exclusive jurisdiction of the courts located within the state of California and waive any objection as to venue or inconvenient forum. The failure of BB Cloud Phone to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
This Agreement and the BB Cloud Phone countersigned Master Service Order constitute the entire agreement between you and BB Cloud Phone and govern your use of the Service, superseding any prior agreements between you and BB Cloud Phone and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon BB Cloud Phone.
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.
BB Cloud Phone may change the Terms of Service from time to time as business dictates, or in response to regulatory changes which are imposed on BB Cloud Phone. BB Cloud Phone must provide proof that such changes are mandatory while the customer is under contract. Such changes will become binding to Customer on the date posted to the BB Cloud Phone website and no further notice by BB Cloud Phone is required. It is Customer’s responsibility to review Service Announcements for any recent updates. This Agreement as posted supersedes all previously agreed to electronic and written terms of service, including without limitation any terms included with the packaging of the Equipment, including without limitation any written terms enclosed within the packaging of the Equipment.
BB Cloud Phone may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with BB Cloud Phone is declined or reversed, your credit card expires and you have not provided BB Cloud Phone with a valid replacement credit card or in case of any other non-payment of account charges. Termination of Service for declined or expired card, reversed charges or non-payment leaves you FULLY LIABLE to BB Cloud Phone for ALL CHARGES ACCRUED BEFORE TERMINATION and for all costs incurred by BB Cloud Phone in collecting such amounts, such as (but not limited to) collection costs and attorney’s fees.
BB Cloud Phone reserves the right to suspend or discontinue providing the Service generally, or to terminate your Service, at any time for cause. If BB Cloud Phone discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges. If your Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper use of the Service or Equipment (such as, but not limited to, your attempts to hack, disrupt, or misuse the Service or your acts or omissions that violate any acceptable use policy of BB Cloud Phone or of a third party provider to which BB Cloud Phone is subject), you will be responsible for the full charges to the end of the current term, all of which immediately become due and payable.
You are responsible for, and shall pay, any 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 Equipments. Such amounts are in addition to payment for the Service or Equipment and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide BB Cloud Phone with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date BB Cloud Phone receives such certificate.
BB Cloud Phone shall 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:
1.) act or omission of an underlying carrier, service provider, vendor or other third party;
2.) equipment, network or facility failure;
3.) equipment, network or facility upgrade or modification;
4.) force majeure events such as (but not limited to) acts of God; strikes; fire; war; riot; government actions;
5.) equipment, network or facility shortage;
6.) equipment or facility relocation;
7.) service, equipment, network or facility failure caused by the loss of power to Customer;
8.) outage of Customer’s ISP or broadband service provider;
9.) act or omission of Customer or any person using the Service or Equipment provided to Customer;
10.)or any other cause that is beyond BB Cloud Phone’ control.
EXCEPT AS PROVIDED FOR IN PARAGRAPH ABOVE, IN NO EVENT SHALL OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO; 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 BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT .
Customer agrees to defend, indemnify, and hold harmless BB Cloud Phone, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, but without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer’s Service, relating to this Agreement, the Services, including 911dialing, or the Equipment. This paragraph shall survive termination of this Agreement.
BB MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE 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, BB DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, AND DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER BB NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO BB’ OR CUSTOMER’S 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 BB’ OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY BB OR BB’ AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
You are liable for any and all liability that may arise out of the content transmitted by or to you or Users using the Services. You shall assure that your or User’s use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. BB Cloud Phone reserves the right to terminate or suspend affected Services, and/or remove your or Users’ content from the Services, if BB Cloud Phone determines that such use or content doer not conform with the requirements set forth in this Agreement or interferes with BB Cloud Phone’ ability to provide Services to you or others or receives notice from anyone that your or Users’ use or Content may violate any laws or regulations. BB Cloud Phone’ actions or inaction under this Section shall not constitute review or approval of your or Users’ use or Content. You will indemnify and hold BB Cloud Phone harmless against any and all liability arising from the content transmitted by or to you or to Users using the Services. A “User” means any person, whether authorized or unauthorized, using the Service and/or Equipment provided to you.6. BB Cloud Phone is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy for additional information.7. CHANGES TO AGREEMENT BB Cloud Phone may change the Terms of Service of this Master Services Agreement from time to time. Changes supersede all previously agreed to electronic and written Terms of Service.