ACG TERMS & CONDITIONS
These “Terms and Conditions” ("Agreement") govern all the terms and conditions associated with a Customer's use of VoIP communications services and any related products or services ("Service") offered by or through ATLANTIC COMPUTER GROUP, INC. Usage of any of services offered by ATLANTIC COMPUTER GROUP, INC. constitutes acceptance of these TERMS & CONDITIONS,
Definitions
1. Services Provided: ACG offers the Customer a variety of Voice Over IP communications services including, among other things, the ability to make and receive local, domestic long distance and international telephone calls using software or hardware SIP phones or adapters. Specific services offered can be found on ACG’s current rate sheet, which is subject to change without notice
2. Service Issues, Outages, Network:
3. Prohibited Uses:
5. Number Transfer: Customer represents that it is the bonafide listed holder of any telephone numbers ported to ACG, that there are no claims by any other party to the ported numbers, and that there are no disputes or contractual obligations that would hinder the eligibility of the phone numbers for porting to ACG. Customer may transfer or port-away from ACG any phone number on their account that is within the United States and/or Canada to another service provider at any time provided that (1) the number is portable in accordance with the North American Numbering Plan and (2) the number remains active on customer’s ACG account up to the date it is transferred to the new service provider. Customer must inform ACG of any port-out's of number(s) on their account and/or cancel the number(s) after they have ported to the new service provider or re-billing for services on those number(s) will continue. Numbers in countries outside the USA and Canada may be portable to other carriers, but ACG cannot provide specific information regarding the portability of numbers outside the USA and Canada . Customer agrees to notify ACG prior to any port out of numbers, and to obtain necessary CSR and PIN information from ACG prior to port out, which ACG will not unreasonably withhold. ACG may temporarily block port outs if there is a balance due ACG from Customer, if Customer is in breach of these Terms of Service, or if there are any unresolved issues between Customer and ACG. Customer will be charged ACG's standard port out fee for any phone number leaving ACG’s network. Number port out does not automatically close Customer's account. Customer's ACG account will remain open and billing will continue until customer notifies ACG to close the account. Accounts closed prior to port out will result in the loss of the Customer's number(s).
6. Service Distinctions: The Service is classified as an Internet Service (Voice Over IP or “VoIP”), and not as a regulated telecommunications service and ACG provides it on a best efforts basis. Important distinctions exist between telecommunications service and the VoIP Service offering that ACG provides. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.
8. Service Availability: To access many of ACG's Services, the Customer must have access to a reliable high-speed Internet connection, with low Packet Delay Variation (“PDV” or “Jitter” under 5ms) and no packet loss, as well as one of the following: (i) a computer with SIP softphone software, speakers and microphone or (preferably) a compatible headset or (ii) SIP device (SIP Telephone, Analog Telephone Adapter, etc). ACG will not reimburse the Customer for any extra charges assessed by Customer's Internet provider as a result of using their services to access ACG's Services. ACG is not responsible for call quality issues arising from poor Internet connections.
9. Payment: Services provided by ACG, including telephone numbers, minutes of usage and ancillary services (PBX services, calling queues, ring groups, fail-over routing, etc.) are provided on a pre-paid basis only. CUSTOMER shall pay all fees in advance via a Deposit Account held by ACG from which ongoing fees will be withdrawn. Prior to the commencement of any services, CUSTOMER shall contribute to the account sufficiently to cover a minimum of two month’s service, and shall maintain a positive balance in the account thereafter. CUSTOMER may replenish the balance at any time via ACG’s on-line Customer Interface using Pay-Pal, or CUSTOMER may opt for automatic credit card billing. In the event the Deposit Account balance is not replenished for any reason, and the account balance amount falls to Zero, service will be automatically suspended until the balance is replenished. CUSTOMER may monitor ongoing usage and Deposit Account balance via ACG’s on-line Customer Interface. ACG’s service and usage fees are based upon outside vendor providers and as such are subject to change without notice. ACG will monitor fees and endeavor to maintain them at reasonably competitive rates.
10. e911 Emergency Service:
a. About e911 Emergency Service: Traditionally, dialing 911 anywhere within the United States and Canada from a PSTN landline telephone routes your call to a local Public Safety Answering Point (PSAP) dispatcher who is instantly provided with your physical address information and dispatches emergency medical, fire and law enforcement services to your location. VoIP e911 Service differs from traditional 911 services due to limitations of VoIP technology. That is, it is nearly impossible to detect the location from where a call originates when placed over the Internet. However, e911 does allow users to associate physical addresses with their phone numbers, and thereby provides them with a service similar to traditional 911.
When an emergency (911) call is placed over our VoIP network, the physical address you provide at the time of e911 registration for a specific telephone number will be passed along to your local PSAP providing the dispatcher with the exact location help is required.
Use of our 911 service incurs costs a recovery setup fee of $2.00 on activation and a regulatory recovery fee of $2.00 per month per phone number activated, which covers the fees we must pay in order to provide you with this service. This fee is not refundable.
Unless your VoIP service is your primary telephone service, you are not required to enable this feature. However, you will then not be able to dial 911 from your VoIP phone.
b. 911/e911 Emergency Service Terms & Conditions
Pursuant to FCC rulings and regulations, all customers who are using ACG services as their primary residential or business telephone carrier must activate 911 Emergency Services on the phone number transmitted as CallerID when calls are made.
Enhanced 911, the portion of our 911 service which delivers physical address information to your local PSAP, is not guaranteed to work perfectly in every instance. It is possible that your physical address information may not be passed to the PSAP dispatcher. On occasions such as this you will be required to provide the dispatcher with the location of your emergency in order to receive emergency service assistance.
Due to the nature and inherent instability of VoIP networks, we cannot and do not guarantee your emergency call will successfully be received by your PSAP. Loss of power, Internet access and several other conditions may cause e911 to be unreliable. Our liability to you, to anyone dialing 911 using ACG services, or to any other person or party, for any loss or damage arising from errors, interruptions, omissions, delays, defects, or failures of 911 services whether caused by our negligence or otherwise, shall not exceed the amount of our charges for such services during the affected period of time. This limitation of liability is in addition to any other limitations contained in this Agreement.
You agree that a service outage for any reason including suspension of your account as a result of billing issues will prevent ALL Service, including any 911 emergency response services. You agree that any 911 calls made using ACG services may be subject to network congestion and/or reduced routing or processing speed. If you have Call Forwarding, Do Not Disturb, Simultaneous Ring or other features programmed and in use at the time you dial a 911 call and your call is interrupted, the emergency dispatcher may not be able to call you back at the phone from which you dialed the call.
In order for e911 address information to be passed to your local PSAP dispatcher, you must set your outbound caller ID value to the specific phone number you are purchasing e911 service for. Therefore, by agreeing to these Terms & Conditions you agree to set the outbound Caller ID number to the phone number you have enabled e911 services for when making an outbound 911 emergency call. We can help you with this. CUSTOMER may test its outbound caller ID value at any time, by dialing 1-555-555-0911 through ACG’s network.
By using ACG’s Enhanced 911 service, Customer agrees that ACG, it's contractors, agents, employees, associates, shareholders, partners, suppliers, carriers, affiliates, successors, 911 providers, and anyone associated with ACG is not liable beyond the limitation set above for completion or failure of emergency 911 calls. Customer further agrees that they will notify their customers, contractors, agents, employees, associates, shareholders, partners, and all others who use or may use ACG E911 service of these limitations and advise them that ACG’s liability is limited by the terms of this contract.
If customer chooses to decline 911/e911 service, customer understands and acknowleges that connections to emergency services will not be available through their ACG service, and customer agrees that ACG, it's contractors, agents, employees, associates, shareholders, partners, suppliers, carriers, affiliates, successors, 911 providers, and any anyone associated with ACG is not liable for the inability to reach 911/E911 emergency services. Customer further agrees that they will notify their customers, contractors, agents, employees, associates, shareholders, partners, and all others who use or may use customer’s ACG service that 911/E911 emergency calls will not complete, and that another telephone service must be used to contact emergency services via 911.
11. Telephone Numbers: CUSTOMER understands that telephone numbers provided to CUSTOMER by ACG, or ported by CUSTOMER to ACG from another carrier, are obtained through third party carriers over which ACG has no control. Telephone numbers are administered by those third party carriers and ultimately belong to and are administered by the North American Numbering Plan Administrator (NANPA) (or, in the case of numbers in countries outside of North America, by the regulating authority of the particular country in which the number is assigned), and are neither the property of ACG nor CUSTOMER. Accordingly, telephone numbers and their status are subject to change or cancellation based on the decisions or actions of telephone carriers, the NANPA, and/or government regulatory agencies overseeing telecommunications. As such, ACG makes no guarantees, either expressed or implied, as to the stability or permanence of any particular telephone number, including telephone numbers assigned by ACG to CUSTOMER.
12. Rates: ACG's pricing and fees as indicated on Page 1 of this agreement are based upon the Pricing Schedule currently in effect and are subject to change without notice. Current calling rates are listed on ACG’s on-line Customer Interface. You are responsible for checking all applicable rates/promotions before making any call using ACG's services. Please note that the rates for calls to certain numbers (e.g., mobile/special service numbers) may be higher than rates for calls to other numbers within the same country. Rates are based on country code and city code, not country name. ACG reserves the right, at its sole discretion, to modify its prices, fees and calling rates at any time and/or to offer or discontinue special promotions. While ACG endeavors to maintain rates that are competitive in the market, ACG does not guarantee that its rates will change in any predictable fashion. In addition, should market conditions or factors outside of ACG control raise its costs or wholesale rates to some or all service destinations, ACG reserve the right to adjust its rates accordingly.
14. Consent to Email Communications:
By entering into this Agreement, you consent to both the receipt of electronic mail ("e-mail") from ACG and that e-mail communication shall be the sole manner by which ACG shall contact Customer. In addition to sending a Customer e-mail notifications as provided for above, ACG may also send a Customer e-mails about services and products the Company believes may be of interest. A Customer may opt-out of future e-mails about products or services by contacting ACG. ACG reserves the right, however, to continue to e-mail Customer important information relating to their Account, this Agreement or other regulatory communications.
15. Billing:
17. Termination:
19 Government Taxes: ACG reserves the right to pass through to the Customer any government taxes, fees or surcharges that may be imposed at any time.
20. Agents: ACG does not authorize any third-parties or resellers to sell ACG services unless specifically authorized by ACG to act as an agent. If contacted by an agent, a Customer is required to contact ACG to confirm that the contacting agent is licensed and authorized by ACG to provide these services. If a Customer fails to confirm authorization of a third-party agent or reseller of ACG, Customer cannot hold ACG liable and expressly releases ACG from any representation made by an unauthorized third-party agent or reseller.
21. Access to Third-Party Vendors: ACG Customers may also purchase through ACG various products and services, including answering services and other services, from third-party vendors, either directly or by accessing those third-party vendors through ACG's Website via click-throughs or hyperlinks. While ACG may handle billing and/or fulfillment of goods or services provided by third party vendors, ACG is not responsible any products or services offered by third party vendors. ACG provides these goods and services to you only as a convenience, and provision of such third party goods and services does not imply endorsement, guarantee or warranty (either expressed or implied) by ACG of any third party goods or services.
22. Customer Service and Support: If a Customer has any questions, concerns or complaints about the services provided by ACG they may contact ACG's Customer Service Department either by email or phone. Support necessitated by customer negligence; customer tampering with equipment or services without following ACG's guidance and/or without ACG's knowledge; issues with customer's local network, electric power or other customer facilities; unauthorized port outs; and/or any other reason beyond ACG's responsibilities as per these Terms of Service; will be subject to ACG's standard hourly labor charge at ACG's sole discretion.
23. 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.
24. Limitation of Liability: ACG SHALL NOT BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, TERMINATION OF SERVICE, DELAYS, DEFECTS AND/OR ERRORS IN TRANSMITTING, RECEIVING, ORIGINATING, TERMINATING AND/OR DELIVERING TELEPHONE CALLS AND/OR MESSAGES OF ALL TYPES, REGARDLESS OF THE NATURE OF THE CLAIM. ACG WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, AND EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFIT OR REVENUES, EVEN IF ACG HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, ACG SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO PRODUCTS, SERVICES AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY VENDORS ACCESSED THROUGH THE WEBSITE OR BY ANY OTHER MEANS.
25. No Warranties: ACG’s SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITH ALL FAULTS. ACG (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATIBILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY SERVICE, PRODUCTS OR MATERIAL PROVIDED. ACG DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION.
26. Competing Services Customer understands that competing VoIP services (including but not limited to products such as “Magic Jack”, “Vonage” and “Skype”), as well as other ”streaming” type audio or video services, can cause technical conflicts with each other and with ACG when used on the same local network. Accordingly, customer understands that use of such competing products, when used on the same network customer uses to access ACG’s services, can cause technical conflicts with ACG’s services, resulting is possible disruptions in ACG’s service as well as the competing service. Customer assumes full responsibility for such conflicts and disruptions. Customer further agrees to compensate ACG at ACG’s current programming rates plus travel and materials for investigating and, if possible, remedying such conflicts (including telephone and email support).
27. VirtaFax Customer understands that ACG’s Virtual Fax Service (VirtaFAX) utilizes email and third party servers on which privacy and security are beyond ACG’s control and that ACG cannot and does not warrant that information transmitted, received or stored via VirtaFAX will be secure. Customer agrees that receiving, transmitting and/or storing sensitive or private information including but not limited to credit card numbers, social security numbers and/or other identifying, confidential or personal information via VirtaFAX shall be done at the Customer’s own risk. ACG shall not be liable for the security of any information transmitted, received or stored using VirtaFAX, nor shall ACG be liable in the event of loss of any data or materials.
28. Equipment: ACG is a "Bring Your Own Device" ("BYOD") service. Most VoIP phones, adapters and software designed for "Session Initiation Protocol" ("SIP") are compatible with ACG, however it is recommended that customer verify equipment compatibility with ACG prior to purchase or activation with ACG. As a courtesy, customer may purchase recommended equipment from ACG at a substantial discount. Purchased equipment becomes the property of customer and no refunds are offered for equipment in the event of any termination of service or of this agreement. Equipment purchased through ACG is "unlocked" and may be used with other SIP providers. Upon request ACG will program customer equipment at ACG's current Device and Feature Programming rate. Defective equipment is covered by manufacturer's warranty only.
29. Creative Materials and Voice-Over: Unless otherwise agreed to and compensated for, creative materials produced for Customer by ACG including recordings, voice-overs, program flow, graphics, scripts, and any and all other creative materials remain the intellectual property of ACG and are for use exclusively with services provided by ACG, and may not be used for any other purpose including other telecom services.
30. Force Majeure: ACG shall not be liable for its failure to perform its obligations under this Agreement if such failure is the result of a force majeure, including but not limited to acts of God, fire, strikes, explosions, power failure, earthquake, flood, water, labor disputes, terrorism, failure of any satellite or other connecting telecommunications facilities, failure of any underlying or third-party carrier or provider, or any other matter beyond the reasonable control of ACG.
31. Indemnity: Customer agrees to indemnify, defend and hold ACG, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party carriers and providers, from and against all claims, actions, proceedings, expenses, damages and liabilities, including attorney's fees, which are the result of, or are in any way related to any of ACG's services, Customers use of the ACG's Services or Website, Local Number Portability and/or any transactions/communications with third-party vendors initiated via ACG.
32. Exclusive Jurisdiction and Venue: Any suit involving any dispute or matter arising under this Agreement may only be brought in the United States District Court, Eastern or Southern Districts of New York located in the State of New York or the Supreme Court of the State of New York, County of New York, which shall have jurisdiction over the subject matter of the dispute or matter. Customer hereby expressly consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding and waive any objection to venue or inconvenient forum and to the waiver of any right to bring, represent or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in Court. THE CUSTOMER FURTHER EXPRESSLY WAIVES ANY RIGHT OF ANY RIGHT TO A JURY TRIAL, TO RAISE COUNTERCLAIMS OR TO ASSERT THE DEFENSE OF SETOFF IN ANY CLAIM FILED BY ACG UNDER THE TERMS OF THIS AGREEMENT.
33. Trademarks: All corporate names, service marks, logos, trade names, trademarks, websites and domain names of ACG including but not limited to "ACGTele.com" "Cellbee" and "Cellbee.net", History Phone and Historyphone.net (collectively "Marks") are and shall remain the exclusive property of ACG and nothing in this Agreement shall grant Customer the license to use such Marks without the express written permission of ACG.
34. Assignment: ACG may assign its rights and duties under this Agreement to any party at any time without notice to the Customer. A Customer may not assign their rights and duties under this Agreement without the express written permission of ACG, and such permission and/or authorization shall be in the sole discretion of ACG.
35. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provision will of this Agreement will continue in full force and effect.
36. Integration – Entire Agreement: This Agreement, together with any written amendments or modifications, written or posted on ACG’s Website, will constitute the entire agreement between Customer and ACG with respect to the services provided hereunder and will supersede and replace all prior or contemporaneous understandings or agreements, written, electronic or oral, between you and ACG.
37. Governing Law: This Agreement, and all modifications/amendments thereto, shall be governed by the law of the State of New York.
38. Waiver: ACG's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision hereof nor ACG right to enforce a provision upon the Customer.
39. Term: The term of this Agreement shall be from the inception of Customer's Account until termination. However all releases, indemnifications and Customer liabilities contained in this Agreement shall survive any cancellation or termination.
40. Compliance with Laws: Customer shall comply with all applicable federal, state and local laws and/or regulations regarding the provision of the services provided for under this Agreement.
41. Use: Customer agrees to use ACG's service in a lawful manner, which is consistent with the terms and conditions of this Agreement and all applicable federal, state and local laws and/or regulations. ACG reserves the right to immediately, and without notice, terminate, or otherwise discontinue Customer's Account in the event it determines that a Customer has violated any such term, condition, law and/or regulation.
42. 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 Device (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. ACG reserves the right to terminate or suspend your Services and remove you 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 Services to you or others. ACG's action or inaction under this Section will not constitute any review or approval of you or your Users' use or content.
43. Legality: ACG MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND THAT THE SERVICES, TECHNOLOGY OR EQUIPMENT BEING PROVIDED IS LEGAL OR ALLOWED IN YOUR HOME COUNTRY, OR THE COUNTRY YOU ARE PLACING CALLS FROM. ACG IS NOT RESPONSIBLE FOR VERIFYING LOCAL/NATIONAL LAWS AND IT IS UP TO YOU TO DETERMINE IF USING THE ACG SERVICE IS LEGAL IN YOUR COUNTRY/JURISDICTION. BY ACCEPTING SERVICE UNDER THE TERMS OF THIS AGREEMENT YOU ARE EXPRESSLY RELIEVING ACG FROM ANY LIABILITY ARISING UNDER THE TERMS OF THIS PROVISION.
44. Modifications/Amendments: This Agreement may be modified or amended by ACG at any time. Unless otherwise provided, all such modifications or amendments shall be effective immediately upon posting of revised Terms and Conditions on the ACGTelecom Website, which shall supersede the printed Terms and Conditions contained herein. YOUR CONTINUED USE OF YOUR ACCOUNT OR ANY SERVICES OFFERED BY ATLANTIC COMPUTER GROUP, INC. WILL BE CONCLUSIVELY DEEMED TO BE AN EXPRESS ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT AND ANY MODIFICATIONS.
These “Terms and Conditions” ("Agreement") govern all the terms and conditions associated with a Customer's use of VoIP communications services and any related products or services ("Service") offered by or through ATLANTIC COMPUTER GROUP, INC. Usage of any of services offered by ATLANTIC COMPUTER GROUP, INC. constitutes acceptance of these TERMS & CONDITIONS,
Definitions
- E911 - Emergency call service typically used for delivering emergency calls to a public safety access point.
- ACG TELECOM, ACG CONNECT, ATLANTICALL, CALL CENTRAL and CELLBEE: Trademark brand names of ACG’s VoIP services.
- CNAM: Caller Name – That part of Caller ID that displays the name of the caller. Each telephone carrier uses their own CNAM database to look up the names of incoming calls, which then appear on the call recipient’s Caller ID Screen.
- Customer (“you”, “your”, “user” or “Customer”): You, the person or entity, and your contractors, agents, employees, shareholders, partners, or associates using or authorized to use ACG VoIP services.
- Atlantic Computer Group, Inc. (“we”, “us”, “our” or “ACG”) includes it's contractors, agents, employees, associates, shareholders, partners, suppliers, carriers, affiliates, successors and anyone working with or for Atlantic Computer Group, Inc. and it's subsidiaries.
- POTS: Traditional, wired, landline telephone service.
- PSAP: Public Safety Answering Point
- PSTN: Public Switched Telephone Network
- VoIP: Voice over IP, or Voice over Internet Protocol – An Internet service enabling, among other things, telephone communications.
1. Services Provided: ACG offers the Customer a variety of Voice Over IP communications services including, among other things, the ability to make and receive local, domestic long distance and international telephone calls using software or hardware SIP phones or adapters. Specific services offered can be found on ACG’s current rate sheet, which is subject to change without notice
2. Service Issues, Outages, Network:
- Customer understands that VoIP communications can be affected by a variety of factors beyond ACG's control including but not limited to Internet congestion, latency, jitter, packet loss, the quality of Customer’s Local Area Network, the quality of Customer's Internet service, Denial of Service attacks, Data Center issues and other issues, and that ACG cannot and does not guarantee the quality of any telephone connection, or that a call will successfully connect or remain connected. Service outages, suspensions or terminations of service by Customer’s broadband provider or Internet Service Provider will prevent many services provided by ACG.
- Your ISP or broadband provider or other third party may intentionally or inadvertently block ports or protocols over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert ACG 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 may not function. You acknowledge that ACG 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 that 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 terminate the Service in accordance with this Agreement.
- You are solely responsible for the design, maintenance, equipment, wiring and overall quality of your Local Area Network ("LAN") and any other means by which you connect to the Internet. ACG may assist with this as a courtesy only. Quality VoIP service requires a quality LAN. It is highly recommended that you utilize the services of qualified IT professionals to design, build and maintain your LAN.
3. Prohibited Uses:
- Customer shall use services and devices provided by ACG only for lawful purposes. ACG reserves the right to immediately terminate your Service if, in our sole and absolute discretion, ACG determines that you have used the Service for an unlawful purpose. In the event of such termination, you will be responsible for the full month's 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 termination of your Service. If ACG believes that you have used the Service 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, ACG will provide information in response to law enforcement requests, including, but not limited to, subpoenas, court orders, and requests for wire taps etc, from the government under the Patriot Act, 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.
- Inappropriate Conduct. You shall not use any Service or Device provided by ACG in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior. ACG reserves the right to immediately terminate your Service if, in our sole and absolute discretion, ACG determines that you have used the Service in any of the aforementioned ways. In the event of such termination, you will be responsible for the full month's 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 termination of your Service. If ACG believes that you have used the Service in any of the aforementioned ways, ACG 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, ACG will provide information in response to law enforcement requests, including, but not limited to, subpoenas, court orders and requests for wire taps etc., from the government under the Patriot Act, to protect it's rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer or others.
- Caller ID Name ("CNAM"). When available with the service(s) you have purchased from ACG, CNAM information will be presented on inbound calls, within the ACG Telecom Interface, and within certain email communications. CNAM information is provided as is, and ACG does NOT assure, warrant, or assume any liability for the validity or accuracy of the CNAM information provided. The CNAM information provided by ACG may NOT be used for any of the following: collection of CNAM data for resale, licensing, or any re-distribution to another party; any form of auto-dialing to obtain bulk CNAM information; collection of CNAM data for any use other than the services provided directly by ACG. Customer acknowledges that all rights, title and interest to the CNAM information provided by ACG, regardless of the form of media in which it is contained, shall be the sole and exclusive property of, and are retained by, ACG and/or ACG's CNAM information suppliers.
5. Number Transfer: Customer represents that it is the bonafide listed holder of any telephone numbers ported to ACG, that there are no claims by any other party to the ported numbers, and that there are no disputes or contractual obligations that would hinder the eligibility of the phone numbers for porting to ACG. Customer may transfer or port-away from ACG any phone number on their account that is within the United States and/or Canada to another service provider at any time provided that (1) the number is portable in accordance with the North American Numbering Plan and (2) the number remains active on customer’s ACG account up to the date it is transferred to the new service provider. Customer must inform ACG of any port-out's of number(s) on their account and/or cancel the number(s) after they have ported to the new service provider or re-billing for services on those number(s) will continue. Numbers in countries outside the USA and Canada may be portable to other carriers, but ACG cannot provide specific information regarding the portability of numbers outside the USA and Canada . Customer agrees to notify ACG prior to any port out of numbers, and to obtain necessary CSR and PIN information from ACG prior to port out, which ACG will not unreasonably withhold. ACG may temporarily block port outs if there is a balance due ACG from Customer, if Customer is in breach of these Terms of Service, or if there are any unresolved issues between Customer and ACG. Customer will be charged ACG's standard port out fee for any phone number leaving ACG’s network. Number port out does not automatically close Customer's account. Customer's ACG account will remain open and billing will continue until customer notifies ACG to close the account. Accounts closed prior to port out will result in the loss of the Customer's number(s).
6. Service Distinctions: The Service is classified as an Internet Service (Voice Over IP or “VoIP”), and not as a regulated telecommunications service and ACG provides it on a best efforts basis. Important distinctions exist between telecommunications service and the VoIP Service offering that ACG provides. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.
- 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 or calling card calls). The Service may not support 311, 511, 911 and/or other x11 services in one or more (or all) service areas.
- Directory Listing. Phone numbers provided by ACG are, by default, not published in any telephone directories, “reverse” directories or “411” directory assistance listings. However, most (not all) numbers can be published for an additional fee as indicated on the current ACG Pricing Schedule. ACG cannot guarantee if or when published numbers will appear in all directory databases.
- CNAM Listing . The phone numbers you obtain from ACG are, by default, not published in CNAM Databases. Moreover, some CNAM Databases have old or inaccurate records. The CNAM database can be cleared of old records and updated for most (not all) numbers. There are additional fees for this service as indicated on the current ACG Pricing Schedule. ACG cannot guarantee that all CNAM databases will be cleared, updated or updated accurately.
- Security Systems. The VoIP Service provided by ACG may not be compatible with security systems. Due to the nature and inherent instability of VoIP networks, we cannot and do not guarantee your security alarm will successfully be received by your alarm monitoring company. Loss of power, Internet access, packet loss and several other conditions may cause alarm-monitoring functions to be inoperable. We have no control over those conditions and therefore are not responsible for nor in any way liable for any damages incurred. You may be required to maintain an alternate connection such as cellular, Internet or traditional copper wire telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with ACG’s VoIP Service. By using ACG’s service in conjunction with a security system, Customer agrees that ACG, it's contractors, agents, employees, associates, shareholders, partners, suppliers, carriers, affiliates, successors, providers, and any anyone associated with ACG is not liable for the security system’s operation or failure, including the completion or failure of any calls made by the Customer’s security system.
- Certain Broadband and Cable Modem Services. You acknowledge that the Service may not be compatible with all Internet or broadband service providers. You further acknowledge that some providers of Internet or broadband service may provide modems or routers that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all Internet or broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular Internet or broadband service.
- 911/e911 Emergency Service. See Section 10 herein.
- Fax and Data Transmissions. The VoIP Service provided by ACG may not be compatible with data transmissions that involve coded audio signals such as fax transmissions, telephone modems, credit card devices, etc. While these devices may function on our network, we cannot and do not guarantee these devices will always work successfully.
8. Service Availability: To access many of ACG's Services, the Customer must have access to a reliable high-speed Internet connection, with low Packet Delay Variation (“PDV” or “Jitter” under 5ms) and no packet loss, as well as one of the following: (i) a computer with SIP softphone software, speakers and microphone or (preferably) a compatible headset or (ii) SIP device (SIP Telephone, Analog Telephone Adapter, etc). ACG will not reimburse the Customer for any extra charges assessed by Customer's Internet provider as a result of using their services to access ACG's Services. ACG is not responsible for call quality issues arising from poor Internet connections.
9. Payment: Services provided by ACG, including telephone numbers, minutes of usage and ancillary services (PBX services, calling queues, ring groups, fail-over routing, etc.) are provided on a pre-paid basis only. CUSTOMER shall pay all fees in advance via a Deposit Account held by ACG from which ongoing fees will be withdrawn. Prior to the commencement of any services, CUSTOMER shall contribute to the account sufficiently to cover a minimum of two month’s service, and shall maintain a positive balance in the account thereafter. CUSTOMER may replenish the balance at any time via ACG’s on-line Customer Interface using Pay-Pal, or CUSTOMER may opt for automatic credit card billing. In the event the Deposit Account balance is not replenished for any reason, and the account balance amount falls to Zero, service will be automatically suspended until the balance is replenished. CUSTOMER may monitor ongoing usage and Deposit Account balance via ACG’s on-line Customer Interface. ACG’s service and usage fees are based upon outside vendor providers and as such are subject to change without notice. ACG will monitor fees and endeavor to maintain them at reasonably competitive rates.
10. e911 Emergency Service:
a. About e911 Emergency Service: Traditionally, dialing 911 anywhere within the United States and Canada from a PSTN landline telephone routes your call to a local Public Safety Answering Point (PSAP) dispatcher who is instantly provided with your physical address information and dispatches emergency medical, fire and law enforcement services to your location. VoIP e911 Service differs from traditional 911 services due to limitations of VoIP technology. That is, it is nearly impossible to detect the location from where a call originates when placed over the Internet. However, e911 does allow users to associate physical addresses with their phone numbers, and thereby provides them with a service similar to traditional 911.
When an emergency (911) call is placed over our VoIP network, the physical address you provide at the time of e911 registration for a specific telephone number will be passed along to your local PSAP providing the dispatcher with the exact location help is required.
Use of our 911 service incurs costs a recovery setup fee of $2.00 on activation and a regulatory recovery fee of $2.00 per month per phone number activated, which covers the fees we must pay in order to provide you with this service. This fee is not refundable.
Unless your VoIP service is your primary telephone service, you are not required to enable this feature. However, you will then not be able to dial 911 from your VoIP phone.
b. 911/e911 Emergency Service Terms & Conditions
Pursuant to FCC rulings and regulations, all customers who are using ACG services as their primary residential or business telephone carrier must activate 911 Emergency Services on the phone number transmitted as CallerID when calls are made.
Enhanced 911, the portion of our 911 service which delivers physical address information to your local PSAP, is not guaranteed to work perfectly in every instance. It is possible that your physical address information may not be passed to the PSAP dispatcher. On occasions such as this you will be required to provide the dispatcher with the location of your emergency in order to receive emergency service assistance.
Due to the nature and inherent instability of VoIP networks, we cannot and do not guarantee your emergency call will successfully be received by your PSAP. Loss of power, Internet access and several other conditions may cause e911 to be unreliable. Our liability to you, to anyone dialing 911 using ACG services, or to any other person or party, for any loss or damage arising from errors, interruptions, omissions, delays, defects, or failures of 911 services whether caused by our negligence or otherwise, shall not exceed the amount of our charges for such services during the affected period of time. This limitation of liability is in addition to any other limitations contained in this Agreement.
You agree that a service outage for any reason including suspension of your account as a result of billing issues will prevent ALL Service, including any 911 emergency response services. You agree that any 911 calls made using ACG services may be subject to network congestion and/or reduced routing or processing speed. If you have Call Forwarding, Do Not Disturb, Simultaneous Ring or other features programmed and in use at the time you dial a 911 call and your call is interrupted, the emergency dispatcher may not be able to call you back at the phone from which you dialed the call.
In order for e911 address information to be passed to your local PSAP dispatcher, you must set your outbound caller ID value to the specific phone number you are purchasing e911 service for. Therefore, by agreeing to these Terms & Conditions you agree to set the outbound Caller ID number to the phone number you have enabled e911 services for when making an outbound 911 emergency call. We can help you with this. CUSTOMER may test its outbound caller ID value at any time, by dialing 1-555-555-0911 through ACG’s network.
By using ACG’s Enhanced 911 service, Customer agrees that ACG, it's contractors, agents, employees, associates, shareholders, partners, suppliers, carriers, affiliates, successors, 911 providers, and anyone associated with ACG is not liable beyond the limitation set above for completion or failure of emergency 911 calls. Customer further agrees that they will notify their customers, contractors, agents, employees, associates, shareholders, partners, and all others who use or may use ACG E911 service of these limitations and advise them that ACG’s liability is limited by the terms of this contract.
If customer chooses to decline 911/e911 service, customer understands and acknowleges that connections to emergency services will not be available through their ACG service, and customer agrees that ACG, it's contractors, agents, employees, associates, shareholders, partners, suppliers, carriers, affiliates, successors, 911 providers, and any anyone associated with ACG is not liable for the inability to reach 911/E911 emergency services. Customer further agrees that they will notify their customers, contractors, agents, employees, associates, shareholders, partners, and all others who use or may use customer’s ACG service that 911/E911 emergency calls will not complete, and that another telephone service must be used to contact emergency services via 911.
11. Telephone Numbers: CUSTOMER understands that telephone numbers provided to CUSTOMER by ACG, or ported by CUSTOMER to ACG from another carrier, are obtained through third party carriers over which ACG has no control. Telephone numbers are administered by those third party carriers and ultimately belong to and are administered by the North American Numbering Plan Administrator (NANPA) (or, in the case of numbers in countries outside of North America, by the regulating authority of the particular country in which the number is assigned), and are neither the property of ACG nor CUSTOMER. Accordingly, telephone numbers and their status are subject to change or cancellation based on the decisions or actions of telephone carriers, the NANPA, and/or government regulatory agencies overseeing telecommunications. As such, ACG makes no guarantees, either expressed or implied, as to the stability or permanence of any particular telephone number, including telephone numbers assigned by ACG to CUSTOMER.
12. Rates: ACG's pricing and fees as indicated on Page 1 of this agreement are based upon the Pricing Schedule currently in effect and are subject to change without notice. Current calling rates are listed on ACG’s on-line Customer Interface. You are responsible for checking all applicable rates/promotions before making any call using ACG's services. Please note that the rates for calls to certain numbers (e.g., mobile/special service numbers) may be higher than rates for calls to other numbers within the same country. Rates are based on country code and city code, not country name. ACG reserves the right, at its sole discretion, to modify its prices, fees and calling rates at any time and/or to offer or discontinue special promotions. While ACG endeavors to maintain rates that are competitive in the market, ACG does not guarantee that its rates will change in any predictable fashion. In addition, should market conditions or factors outside of ACG control raise its costs or wholesale rates to some or all service destinations, ACG reserve the right to adjust its rates accordingly.
- Rate Changes. ACG RESERVES THE RIGHT, AT ANY TIME, WITHOUT NOTICE, AT ITS SOLE DISCRETION, TO MODIFY ITS PRICING, RATES, MONTHLY FEES, SURCHARGES, AS WELL AS ANY OTHER FEES COLLECTED BY OR PAID TO ACG UNDER THE TERMS OF THIS AGREEMENT. If a Customer chooses to terminate their Account as a result of changes in ACG's prices, the Customer must CANCEL their account no later than four days prior to their next billing cycle. Any unused balance in a Customers Account will be credited back to the PayPal or credit card account on file.
- Monthly User Fees. If Customer subscribed for a rate plan or service with a monthly fee, this fee will be charged regardless of whether a Customer uses their Account to make any telephone calls, or uses the service in a given month.
14. Consent to Email Communications:
By entering into this Agreement, you consent to both the receipt of electronic mail ("e-mail") from ACG and that e-mail communication shall be the sole manner by which ACG shall contact Customer. In addition to sending a Customer e-mail notifications as provided for above, ACG may also send a Customer e-mails about services and products the Company believes may be of interest. A Customer may opt-out of future e-mails about products or services by contacting ACG. ACG reserves the right, however, to continue to e-mail Customer important information relating to their Account, this Agreement or other regulatory communications.
15. Billing:
- Billing Information. ACG does not send any statements to its customers. Instead, the Customer is responsible to view their statements using their secure USERNAME and PASSWORD to access their usage and data records via ACG's on-line Customer Interface. This information is available on the Website twenty-four (24) hours a day seven (7) days a week.. ACG will not provide monthly statements beyond what is available online.
- Billing Disputes. Customer must notify ACG of any disputed charges within thirty (30) days of the charge being posted to their Account. ACG will attempt to resolve all disputes within thirty (30) days of being notified of a dispute. To the extent ACG determines, at its sole discretion, that a billing adjustment is warranted, Customer's Account will be credited accordingly. If Customer fails to notify ACG of a billing dispute as noted above, the Customer shall expressly waive all rights to bring any claim against ACG regarding a disputed charge. This Section does not waive Customer's responsibility to notify ACG of unauthorized use of its Account, Password or Username within the period and by method set forth herein.
- Fraudulent Charges. CUSTOMER EXPRESSLY AGREES TO BE LIABLE FOR ALL SERVICES CHARGED TO THEIR ACCOUNT WHETHER OR NOT CUSTOMER HAS AUTHORIZED SUCH USE. AS SUCH, ACG CANNOT BE HELD RESPONSIBLE FOR FRAUDULENT CHARGES THAT RESULT FROM THEFT OR FRAUDULENT USE OF THE CUSTOMERS ACCOUNT OR CREDIT CARD INFORMATION. If a Customer suspects that their Account, Username and/or Password is being used in an unauthorized manner, the Customer shall be required to contact ACG within twenty-four (24) hours of a Customer's suspicion or awareness that unauthorized use has occurred on their Account so that the appropriate modifications can be made to prevent any further unauthorized usage on that Account. ALL ACCOUNT INFORMATION WILL BE SENT TO THE E-MAIL ADDRESS PROVIDED BY THE CUSTOMER AT SIGN UP. Therefore, it is the Customer's responsibility to provide ACG with a secure e-mail address as ACG will not be responsible and shall be held harmless for any access to Customers Account by any unauthorized persons. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THEIR USERNAME AND PASSWORD.
17. Termination:
- Discontinuance of Service. ACG reserves the right to suspend or discontinue the Service generally, or to terminate your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or terminate your Service 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 on account of your breach of any provision of this Agreement, you will be responsible for the full month's 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.
- Cancellation. A customer may discontinue ACG's Services at any time upon notice (either electronic or written) to ACG. ACG will then shut down all access to Customers Account. The unused balance will be credited back to Customer. Cancellations prior to installation may be subject to a minimum 20% restocking fee on uninstalled equipment (higher on equipment that has already been installed and on certain specialized equipment), plus full payment for completed setup, programming, design work and any other costs incurred up to the time of cancellation.
- ACG reserves the right, at its sole discretion and for any reason, to (a) terminate this Agreement and the Customers access to its Service and/or (b) to refuse to allow the Customer to re-charge their Pre-Paid Account. If fraud is suspected, ACG has the right to put an account immediately on hold until investigation into the fraud is completed.
19 Government Taxes: ACG reserves the right to pass through to the Customer any government taxes, fees or surcharges that may be imposed at any time.
20. Agents: ACG does not authorize any third-parties or resellers to sell ACG services unless specifically authorized by ACG to act as an agent. If contacted by an agent, a Customer is required to contact ACG to confirm that the contacting agent is licensed and authorized by ACG to provide these services. If a Customer fails to confirm authorization of a third-party agent or reseller of ACG, Customer cannot hold ACG liable and expressly releases ACG from any representation made by an unauthorized third-party agent or reseller.
21. Access to Third-Party Vendors: ACG Customers may also purchase through ACG various products and services, including answering services and other services, from third-party vendors, either directly or by accessing those third-party vendors through ACG's Website via click-throughs or hyperlinks. While ACG may handle billing and/or fulfillment of goods or services provided by third party vendors, ACG is not responsible any products or services offered by third party vendors. ACG provides these goods and services to you only as a convenience, and provision of such third party goods and services does not imply endorsement, guarantee or warranty (either expressed or implied) by ACG of any third party goods or services.
22. Customer Service and Support: If a Customer has any questions, concerns or complaints about the services provided by ACG they may contact ACG's Customer Service Department either by email or phone. Support necessitated by customer negligence; customer tampering with equipment or services without following ACG's guidance and/or without ACG's knowledge; issues with customer's local network, electric power or other customer facilities; unauthorized port outs; and/or any other reason beyond ACG's responsibilities as per these Terms of Service; will be subject to ACG's standard hourly labor charge at ACG's sole discretion.
23. 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.
24. Limitation of Liability: ACG SHALL NOT BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, TERMINATION OF SERVICE, DELAYS, DEFECTS AND/OR ERRORS IN TRANSMITTING, RECEIVING, ORIGINATING, TERMINATING AND/OR DELIVERING TELEPHONE CALLS AND/OR MESSAGES OF ALL TYPES, REGARDLESS OF THE NATURE OF THE CLAIM. ACG WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, AND EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFIT OR REVENUES, EVEN IF ACG HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, ACG SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO PRODUCTS, SERVICES AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY VENDORS ACCESSED THROUGH THE WEBSITE OR BY ANY OTHER MEANS.
25. No Warranties: ACG’s SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITH ALL FAULTS. ACG (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATIBILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY SERVICE, PRODUCTS OR MATERIAL PROVIDED. ACG DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION.
26. Competing Services Customer understands that competing VoIP services (including but not limited to products such as “Magic Jack”, “Vonage” and “Skype”), as well as other ”streaming” type audio or video services, can cause technical conflicts with each other and with ACG when used on the same local network. Accordingly, customer understands that use of such competing products, when used on the same network customer uses to access ACG’s services, can cause technical conflicts with ACG’s services, resulting is possible disruptions in ACG’s service as well as the competing service. Customer assumes full responsibility for such conflicts and disruptions. Customer further agrees to compensate ACG at ACG’s current programming rates plus travel and materials for investigating and, if possible, remedying such conflicts (including telephone and email support).
27. VirtaFax Customer understands that ACG’s Virtual Fax Service (VirtaFAX) utilizes email and third party servers on which privacy and security are beyond ACG’s control and that ACG cannot and does not warrant that information transmitted, received or stored via VirtaFAX will be secure. Customer agrees that receiving, transmitting and/or storing sensitive or private information including but not limited to credit card numbers, social security numbers and/or other identifying, confidential or personal information via VirtaFAX shall be done at the Customer’s own risk. ACG shall not be liable for the security of any information transmitted, received or stored using VirtaFAX, nor shall ACG be liable in the event of loss of any data or materials.
28. Equipment: ACG is a "Bring Your Own Device" ("BYOD") service. Most VoIP phones, adapters and software designed for "Session Initiation Protocol" ("SIP") are compatible with ACG, however it is recommended that customer verify equipment compatibility with ACG prior to purchase or activation with ACG. As a courtesy, customer may purchase recommended equipment from ACG at a substantial discount. Purchased equipment becomes the property of customer and no refunds are offered for equipment in the event of any termination of service or of this agreement. Equipment purchased through ACG is "unlocked" and may be used with other SIP providers. Upon request ACG will program customer equipment at ACG's current Device and Feature Programming rate. Defective equipment is covered by manufacturer's warranty only.
29. Creative Materials and Voice-Over: Unless otherwise agreed to and compensated for, creative materials produced for Customer by ACG including recordings, voice-overs, program flow, graphics, scripts, and any and all other creative materials remain the intellectual property of ACG and are for use exclusively with services provided by ACG, and may not be used for any other purpose including other telecom services.
30. Force Majeure: ACG shall not be liable for its failure to perform its obligations under this Agreement if such failure is the result of a force majeure, including but not limited to acts of God, fire, strikes, explosions, power failure, earthquake, flood, water, labor disputes, terrorism, failure of any satellite or other connecting telecommunications facilities, failure of any underlying or third-party carrier or provider, or any other matter beyond the reasonable control of ACG.
31. Indemnity: Customer agrees to indemnify, defend and hold ACG, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party carriers and providers, from and against all claims, actions, proceedings, expenses, damages and liabilities, including attorney's fees, which are the result of, or are in any way related to any of ACG's services, Customers use of the ACG's Services or Website, Local Number Portability and/or any transactions/communications with third-party vendors initiated via ACG.
32. Exclusive Jurisdiction and Venue: Any suit involving any dispute or matter arising under this Agreement may only be brought in the United States District Court, Eastern or Southern Districts of New York located in the State of New York or the Supreme Court of the State of New York, County of New York, which shall have jurisdiction over the subject matter of the dispute or matter. Customer hereby expressly consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding and waive any objection to venue or inconvenient forum and to the waiver of any right to bring, represent or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in Court. THE CUSTOMER FURTHER EXPRESSLY WAIVES ANY RIGHT OF ANY RIGHT TO A JURY TRIAL, TO RAISE COUNTERCLAIMS OR TO ASSERT THE DEFENSE OF SETOFF IN ANY CLAIM FILED BY ACG UNDER THE TERMS OF THIS AGREEMENT.
33. Trademarks: All corporate names, service marks, logos, trade names, trademarks, websites and domain names of ACG including but not limited to "ACGTele.com" "Cellbee" and "Cellbee.net", History Phone and Historyphone.net (collectively "Marks") are and shall remain the exclusive property of ACG and nothing in this Agreement shall grant Customer the license to use such Marks without the express written permission of ACG.
34. Assignment: ACG may assign its rights and duties under this Agreement to any party at any time without notice to the Customer. A Customer may not assign their rights and duties under this Agreement without the express written permission of ACG, and such permission and/or authorization shall be in the sole discretion of ACG.
35. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provision will of this Agreement will continue in full force and effect.
36. Integration – Entire Agreement: This Agreement, together with any written amendments or modifications, written or posted on ACG’s Website, will constitute the entire agreement between Customer and ACG with respect to the services provided hereunder and will supersede and replace all prior or contemporaneous understandings or agreements, written, electronic or oral, between you and ACG.
37. Governing Law: This Agreement, and all modifications/amendments thereto, shall be governed by the law of the State of New York.
38. Waiver: ACG's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision hereof nor ACG right to enforce a provision upon the Customer.
39. Term: The term of this Agreement shall be from the inception of Customer's Account until termination. However all releases, indemnifications and Customer liabilities contained in this Agreement shall survive any cancellation or termination.
40. Compliance with Laws: Customer shall comply with all applicable federal, state and local laws and/or regulations regarding the provision of the services provided for under this Agreement.
41. Use: Customer agrees to use ACG's service in a lawful manner, which is consistent with the terms and conditions of this Agreement and all applicable federal, state and local laws and/or regulations. ACG reserves the right to immediately, and without notice, terminate, or otherwise discontinue Customer's Account in the event it determines that a Customer has violated any such term, condition, law and/or regulation.
42. 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 Device (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. ACG reserves the right to terminate or suspend your Services and remove you 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 Services to you or others. ACG's action or inaction under this Section will not constitute any review or approval of you or your Users' use or content.
43. Legality: ACG MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND THAT THE SERVICES, TECHNOLOGY OR EQUIPMENT BEING PROVIDED IS LEGAL OR ALLOWED IN YOUR HOME COUNTRY, OR THE COUNTRY YOU ARE PLACING CALLS FROM. ACG IS NOT RESPONSIBLE FOR VERIFYING LOCAL/NATIONAL LAWS AND IT IS UP TO YOU TO DETERMINE IF USING THE ACG SERVICE IS LEGAL IN YOUR COUNTRY/JURISDICTION. BY ACCEPTING SERVICE UNDER THE TERMS OF THIS AGREEMENT YOU ARE EXPRESSLY RELIEVING ACG FROM ANY LIABILITY ARISING UNDER THE TERMS OF THIS PROVISION.
44. Modifications/Amendments: This Agreement may be modified or amended by ACG at any time. Unless otherwise provided, all such modifications or amendments shall be effective immediately upon posting of revised Terms and Conditions on the ACGTelecom Website, which shall supersede the printed Terms and Conditions contained herein. YOUR CONTINUED USE OF YOUR ACCOUNT OR ANY SERVICES OFFERED BY ATLANTIC COMPUTER GROUP, INC. WILL BE CONCLUSIVELY DEEMED TO BE AN EXPRESS ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT AND ANY MODIFICATIONS.