This Resale Agreement governs the service, any Equipment, such as a VoIP phone, firewall, Router, Analog Telephone Adapter or any other IP connection Equipment, ("Equipment") and all other services provided to a Reseller from Datavo (such as, but not limited to; hosted phone user accounts, myDatavo Mobile, myDatavo Assistant and myDatavo Communicator and any rebranded variations of the myDatavo hosted product modules) used in conjunction with the VoIP service. By activating the service, the Reseller acknowledges this agreement has been read, understood, and agrees to the terms and conditions of this Agreement, and the authorized signer is of legal age to enter this Agreement and become bound by its terms.

 

1.     SERVICE

 

1.1   Term

Service is offered on a month to month term which begins on the date that the Reseller activates the service. Unless otherwise specified the Term of this Agreement will be for one year and automatically be adjusted to a month to month term, upon expiration of the contracted term, until such a time as service and terms are renegotiated by the reseller or a 30 day written notice of termination is received by Datavo. Reseller is purchasing service for full month terms, meaning should services be terminated prior to the end of a month, Reseller will be responsible for the full monthly recurring charges for all terminated services in addition to all unbilled charges, all of which immediately become due and payable. Any final charges will be billed directly to the Reseller, or to Resellerís credit card when the credit card billing option has been previously requested by Datavo or selected during the initial Resale Account Setup process, unless terminated for material breach of this Agreement. Breach of this agreement or termination of service does not excuse the Reseller from paying all unpaid, accrued charges due in relation to the Agreement.

 

1.2   Pricing for Service

Pricing for service is provided in the attached addendum titled ďDatavo Resale PricingĒ.

 

1.3   Use of Service and Equipment Ė Acceptable Use Policy and Prohibition on Resale

(a)   This agreement prohibits the resell or transfer of any financed equipment to any other company for any purpose, without express written permission from Datavo in advance of full payment for associated financed equipment.

(b)   Reseller agrees not to use Datavo service for auto-dialing, continuous or extensive call forwarding, fax broadcasting or fax blasting. Datavo reserves the right to immediately terminate or modify the service, if Datavo determines, in its sole discretion, that service is being used for any of the aforementioned activities.
(c) Datavo reserves the right to terminate service or bill for any usage that exceeds 3,000 minutes of inbound use per account per 5 users, per month on any service provided.

 

1.4   Lawful Use of Service and Equipment Prohibited Uses
Reseller agrees to use the service and Equipment only for lawful purposes. Without limitation, Reseller agrees not to use the service or Equipment for transmitting or receiving any communication or material of any kind which in Datavoís 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 ďProhibited UsesĒ). Datavo reserves the right to terminate service immediately and without advance notice if Datavo has proof that the service or Equipment is being utilized for a Prohibited Use. Upon any such termination, Reseller shall continue to be responsible for the full month's charges to the end of the service term, including without limitation unbilled charges, not including a disconnect fee, all of which immediately become due and payable and may at Datavoís discretion be immediately charged to Resellerís credit card. Reseller is liable for any and all use of the service and/or Equipment by the Reseller and by any end user or subscriber making use of the service or Equipment provided to Reseller and agree to indemnify and hold harmless Datavo against any and all liability for any such use. If Datavo has proof that the Reseller has used the service or Equipment for a Prohibited Use, Datavo may forward the objectionable material, as well as the end user or subscriber communications with Datavo and Resellerís personally identifiable information to the appropriate authorities for investigation and prosecution and Reseller hereby consent to such forwarding. 

1.5   Use of Service and Equipment by Datavo Outside the United States
Datavo does not presently support the use of services located in other countries. If the Reseller removes the Equipment to a country other than the United States and uses the service from a location outside the United States, the Reseller does so at their sole risk, including the risk that such activity could potentially violate local laws in the country. The Reseller is liable for any and all charges, fees, fines, taxes, regulatory charges or penalties resulting from use of the service and/or Equipment outside the United States by the Reseller or any person making use of the service or Equipment provided to Reseller and agree to indemnify and hold harmless Datavo against any and all liability for any such use. Should the removal from the United States of the Equipment violate any export control law or regulation, Reseller will be solely liable for such violation and agree to indemnify and hold harmless Datavo against any and all liability for such violation. Datavo does not guarantee that the service or Equipment will operate outside the United States. Datavo does not provide 911 service outside the United States.

 

1.6   Loss of Service Due to Power Failure or Internet Service Outage or Termination or Suspension or Termination by Datavo

The Reseller acknowledges and understands that the service does not function in the event of power failure. Reseller also acknowledges and understands that the service requires a fully functional broadband connection to the Internet (which may not be provided by Datavo) and that, accordingly, in the event of an outage of, or termination of service with or by the end userís Internet service provider ("ISP") and/or broadband provider, the service will not function, but that the Reseller will continue to be billed for the service unless and until Reseller terminates 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 Reseller to reset or reconfigure equipment prior to utilizing the service. Power disruptions or failures, or ISP outages will also prevent dialing to emergency service numbers including the 911 calling feature. Should Datavo suspend or terminate the Resellerís service, the service will not function until such time as Datavo restores Resellerís service (which may require payment of all invoices and possible reconnection fees owed by Reseller and/or cure of any breach by Datavo of this Agreement). 

(a) Quality of Services (QOS) Exclusions for Non Datavo provided Internet Bandwidth or Networking Equipment
In the event that the Reseller chooses to provide their own Internet connection (an Internet connection not supplied by Datavo), or networking equipment (including, but not limited to routers, switches and gateways), Datavo shall not be responsible for voice quality, otherwise known as Quality of service or QOS, on the Reseller services. Datavo is not responsible for the speed or quality of any Internet connection that is being provided by a service provider other than Datavo. Datavo is not responsible for the configuration, security, or management of any network or telephone equipment that was not provided by Datavo. Any service disruptions that result from a Resellerís or end userís provided Internet connection, or networking equipment, as well as restoration of said Internet connection, or networking equipment, are the sole responsibility of the Reseller or end user. Datavo SLAs, service response times and Mean Time to Repair shall be void in situations where service interruptions, quality issues or outages are the result of Reseller or end user provided Internet connections. 

By accepting an integrated line with no QoS, Reseller agrees that their only remedy to solve any quality issues that are related to a non QoS Data Circuit, is to purchase a dedicated voice circuit, or to upgrade to an MPLS enabled circuit.


In the event that the Reseller is utilizing Datavo services in an environment which does not use a Datavo managed router and bandwidth, and needs technical assistance for setup or trouble shooting, Datavo will bill the Reseller at a rate of $75 per trouble ticket. If after troubleshooting the cause of the issue is deemed to be an error with the Datavo system, then no charges will be assessed to the Reseller.

 

1.7   Copyright / Trademark / Unauthorized Usage of Equipment, Firmware or Software

The service, Equipment and all firmware and software used to provide the service are provided to the Reseller in conjunction with providing the service, or embedded in the Equipment, and all services, information, documents and materials on Datavoís 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 Datavo are and shall remain the exclusive property of Datavo and nothing in this Agreement shall grant the Reseller the right or license to use any such marks. The Reseller acknowledges that no license to use the firmware or software used to provide the service or provided to Reseller 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 and conditions of this Agreement. The Reseller expressly agrees that the equipment is exclusively for use in connection with the service and that Datavo will not provide any passwords, codes or other information or assistance that would enable Reseller to use the Equipment for any other purpose. If the Reseller decides to use the service through interface Equipment not provided by Datavo, which Datavo reserves the right to prohibit in particular cases or generally, the Reseller warrants and represents that Datavo possess all required rights, including software and/or firmware licenses, to use such interface Equipment with the service and the Reseller will indemnify and hold harmless Datavo against any and all liability arising out of Resellerís use of such interface Equipment with the service. The Reseller 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.

 

1.8   Tampering with the Equipment or Service
Reseller agrees not to change the electronic serial number, MAC Address or other equipment identifier of the Equipment, or to perform a factory reset of the Equipment, unless advised or express permission from Datavo in each instance, which Datavo may deny at its sole discretion. Datavo reserves the right to terminate Resellerís service should Datavo discover tampering with the Equipment, in which case Reseller shall be responsible for: (i) the full charges to the end of the current service term, including without limitation unbilled charges; (ii) and the cost of all tampered Equipment, all of which immediately become due and payable. The Datavo agrees 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.

 

1.9   Theft of Service
Reseller agrees to notify Datavo immediately, in writing or by calling the Datavo Resale Support line, if the Equipment is stolen or if the Reseller becomes aware at any time that the service is being stolen or fraudulently used. When the Reseller contacts Datavo, the Reseller must provide associated account numbers 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 the Resellerís service and additional charges to Reseller. Until such time as Datavo receives proper notice of the theft or fraudulent use, the Reseller will be liable for all use of the service using Equipment stolen from the Datavo and any and all fraudulent use of the service.

 

1.10Equipment Purchase
All hardware, such as telephones, firewalls and terminal adapters must be certified for the Datavo network, Any equipment purchased from Datavo and returned for replacement or credit, for any reason, must include (i) proof of purchase and original packaging; (ii) the contents are undamaged and in original condition, reasonable wear and tear excluded; (iii) all parts, accessories, documentation and packaging materials are returned; and (iv) equipment is returned with a valid return authorization number obtained from Datavoís resale support department. The Reseller is responsible for the cost and risk of return shipping of equipment. If the Reseller receives equipment that is visibly damaged, Reseller must note the damage on the carrier's freight bill or receipt and keep a copy. In such event, Reseller must keep the original shipment, all packing materials and parts intact in the same condition in which they were received from the carrier and contact Datavo's resale support department immediately. To obtain a return authorization number, Reseller must contact Datavoís Resale Support Department at (855) 696-9990.

 

1.11Managed Hardware
Managed Hardware is defined as any equipment that is being paid for on a one year term as defined by the Datavo Resale Pricing addendum and carries a Monthly Recurring Charge. This equipment includes, but is not limited to; VoIP phones, cordless / wireless / Wi-Fi phones, firewall, Router, Analog Telephone Adapter or any other IP connection Equipment, ("Equipment") provided to the Reseller.

 

1.12Number Transfer on Service Termination
Upon termination of the service, Datavo will release a telephone number that was ported from a previous service provider to Datavo by the Reseller or a telephone number provided by Datavo for the sole purpose of using them in conjunction with service provided by Datavo, and used in connection with the Datavoís service provisioned by Datavo to the Resellerís new service provider, if such new service provider is able to accept the telephone number, and provided that (i) the Resellerís account is current including payment for all charges and possible disconnect fees; and (ii) the Reseller requests the transfer upon terminating the Datavo account.

 

1.13Service Distinction
The Reseller acknowledges and understands that the service is not a traditional telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the enhanced service offering provided by Datavo. The service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect Resellerís rights of redress before Federal, State or other telecommunications regulatory agencies.

 

1.14Ownership and Risk of Loss
Reseller shall be deemed the owner of the Equipment, and bear all risk of loss of, theft of, casualty to or damage to the Equipment, from the time it is received by Reseller until the time (if any) when it is returned by Reseller pursuant to Section 1.9 and has been received by Datavo.

 

1.15No 0+ Call Capability; May Not Support x11 Calling
Datavoís service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). Datavoís service may not support 311, 511 and/or other x11 (other than 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.

 

1.16Directory Listings
When the Reseller orders Directory Listings from Datavo for end user telephone numbers, and Directory Listing service is available, the Reseller is responsible for providing accurate information for those listings. Datavo acts as an intermediary in providing Directory Listing information to the Directory Listing databases, however, Datavo has no control over how quickly a Directory Assistance service or LEC picks up the Datavo listings or whether they will be picked up by certain LECs. The Reseller shall not use the Directory Listing services for any illegal purposes or violate the rules or regulations of the RBOCs or LECs, and Directory Listings shall be used for the sole purpose of listing a legitimate business with accurate and true information.

 

2.     EMERGENCY SERVICES- 911 DIALING

 

2.1   Non-Availability of Traditional 911 or E911 Dialing Service
Reseller acknowledges and understands that the service does NOT support traditional 911 or E911 access to emergency services. Datavo does offer a limited 911-type service available, only on certified equipment as described herein. Reseller acknowledges and understands that 911-type dialing is NOT automatic, that Reseller must separately take affirmative steps, as described in this Agreement, to activate such 911-type dialing capabilities and that such 911-type dialing is different in a number of important ways (some, but not necessarily all, of which are described in this Agreement) from traditional 911 service. Datavo 911 dialing cannot be used in conjunction with a Datavo Soft Phone (myDatavo Communicator) or any variations of the softphone application and is only available on Datavo-certified VoIP Phones.

 

2.2   Description of 911-Type Dialing Capabilities - Activation Required
Datavo does offer a 911-type dialing service provided by a third-party in the U.S that is different in a number of important ways from traditional 911 service. Reseller acknowledges and understands that 911-type dialing is NOT automatic. When end users dial 911, the call is routed from the Datavo network to a third-party 911 service provider, to the Public Safety Answering Point (PSAP) or local emergency service personnel designated for the address that Reseller listed for the end user at the time of activation. Reseller acknowledges and understands that when the end user dials 911 from the end userís certified equipment it is intended that the end user will be routed to the general telephone number for the PSAP or local emergency service provider and may not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. Datavo relies on a third-party for the forwarding of information underlying such routing, and accordingly Datavo disclaims any and all liability or responsibility in the event such information or routing is incorrect. As described herein, this 911-type dialing currently is NOT the same as traditional 911 or E911 dialing, and at this time, does not necessarily include all of the capabilities of traditional 911 dialing. Neither Datavo nor its officers or employees may be held liable for any claim, damage, or loss, and Reseller hereby waives any and all such claims or causes of action, arising from or relating to 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of Datavo. Reseller agrees to indemnify and hold harmless Datavo from any claim or action arising out of misroutes of 911 calls, including but not limited to the Resellerís failure to follow correct activation procedures for 911 calling or Resellerís provision to Datavo of incorrect information in connection therewith.

 

2.3   Service Outage

(a) Power Failure or Disruption
Reseller acknowledges and understands that 911 dialing does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the service and 911 dialing will not function until power is restored. A power failure or disruption may require the Reseller to reset or reconfigure equipment prior to utilizing the service or 911 dialing. 

(b) Broadband Service / ISP Outage or Termination / Suspension or Termination by Datavo
Reseller acknowledges and understands that service outages or suspension or termination of service by the Resellerís or end userís broadband provider and/or ISP will prevent ALL service including 911 dialing. 

(c) Service Outage Due to Suspension of Datavo Account
Reseller acknowledges and understands that service outages due to suspension of Resellerís account as a result of billing issues will prevent ALL service, including 911 dialing. 

(d) Other Service Outages
Reseller acknowledges and understands that if there is a service outage for ANY reason, such outage will prevent ALL service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement. 

(e) Limitation of Liability and Indemnification
Reseller acknowledges and understands that Datavoís liability is limited for any service outage and/or inability to dial 911 from the end userís line or to access emergency service personnel, as set forth in this document. Reseller agrees to defend, indemnify, and hold harmless Datavo, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Reseller in connection with this Agreement or the service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneyís fees) by, or on behalf of, Reseller or any third party or user of Datavoís service relating to the absence, failure or outage of the service, including 911 dialing and/or inability of Reseller or any third person or party or user of Resellerís service to be able to dial 911 or to access emergency service personnel.

 

2.4   Dialing Requires Registration
Reseller acknowledges and understands that 911 dialing does not function until the VoIP handset provided to the end user has successfully registered to Datavoís switching equipment and the Reseller has designated the correct physical address of each phone by means of the Datavo web portal. Reseller acknowledges and understands that the end user cannot dial 911 from this line unless and until Reseller has updated the 911 service address.

 

2.5   Failure to Designate the Correct Physical Address When Activating 911 Dialing
Failure to provide the current and correct physical address and location of Datavo certified equipment will result in any 911 communications being routed to the incorrect local emergency service provider. This must be the actual physical street address where the end user is located, not a post office box, mail drop or similar address.

 

2.6   Requires Re-Activation if Datavo Changes, Adds or Ports New Numbers
Reseller acknowledges and understands that 911 dialing does not function if Reseller changes the end user phone number or (for such newly added or ported numbers) if Reseller adds or ports new numbers to the account, unless and until Reseller has successfully registered the new location with Datavo by means of the end user web portal.Although Reseller may have activated 911 dialing with a former Datavo phone number, Reseller must separately register for 911 dialing for any changed or newly added or ported number.

 

2.7   Requires Re-Activation if Datavo Moves or Changes Service Location 
Reseller acknowledges and understands that 911 dialing does not function properly or at all if Reseller moves or otherwise changes the physical location of the certified equipment to a different street address, unless and until Reseller has successfully registered the new location with Datavo by means of the Datavo Web Portal. 911 dialing must be re-activated although Reseller may have activated 911 dialing using the former address, and Reseller must separately activate 911 dialing for any new physical address. Failure to provide the current and correct physical address and location of the certified equipment will result in any 911 dialing the end user may make being routed to the incorrect local emergency service provider

 

2.8   Possibility of Network Congestion and/or Reduced Speed for Routing or Answering 911
Due to the technical constraints on the manner in which it is possible to provide the 911 dialing feature for Datavo service, at this time Reseller acknowledges and understands that there is a greater possibility of network congestion and/or reduced speed in the routing of a 911 communication made utilizing certified equipment as compared to traditional 911 dialing over traditional public telephone networks. Reseller acknowledges and understands that 911 dialing from certified equipment will be routed to the general telephone number for the local emergency service provider, and will not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls at such local provider's facilities when such calls are routed using traditional 911 dialing. Reseller acknowledges and understands that there may be a greater possibility that the general telephone number for the local emergency service provider will produce a busy signal or will take longer to answer, as compared to those 911 calls routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. Reseller acknowledges and accepts that Datavo relies on third parties for the forwarding of information underlying such routing, and accordingly Datavo disclaims any and all liability or responsibility in the event such information or routing is incorrect. Datavo or its officers or employees, may not be held liable for any claim, damage, or loss, and Reseller hereby waives any and all such claims or causes of action, arising from or relating to 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of Datavo.

 

2.9   VoIP E911 Automated Number Identification 
It may or may not be possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to identify the Resellerís phone number when the end user dials 911. Datavoís third-party 911 system is configured, in most instances, to send the automated number identification information; however, one or more telephone companies, not Datavo, route the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and PSAPs are not always technically capable of doing so. Reseller acknowledges and understands that the PSAP and emergency personnel may or may not be able to identify the phone number in order to call the end user back if the call is unable to be completed, is dropped or disconnected, or if the end user is unable to speak to tell them the associated telephone phone number and/or if the service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

 

2.10Automated Location Identification 
There may be times when it is not possible to transmit identification of the address that the Reseller has listed to the Public Safety Answering Point (PSAP) and local emergency personnel for the area when the end user dials 911. Reseller acknowledges and understands that the end user will need to state the nature of the emergency promptly and clearly, including location, as PSAP and emergency personnel will NOT have this information in some cases. Reseller acknowledges and understands that the PSAP and emergency personnel will not be able to find the end userís location if the call is unable to be completed, is dropped or disconnected, if the end user is unable to speak to tell them the physical location and/or if the service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

 

2.11Alternative 911 Arrangements
Reseller acknowledges that Datavo does not offer primary line or lifeline services; therefore, the Reseller should always have an alternative means of providing end users with access to traditional E911 services if absolutely required by the end user.

 

3.     CHANGES TO THIS AGREEMENT

Datavo may change the terms and conditions of this Agreement from time to time as business dictates, or in response to regulatory changes which are imposed on Datavo. Datavo must provide proof that such changes are mandatory while the Reseller is under contract. Notices will be considered given and effective 30 days after they are duly posted to the "Resale Service Announcements" section of Resellerís ordering portal (currently located at http://resale.idatavo.com) which requires a secure username and password. Such changes will become binding to the Reseller on the date posted to the Datavo website and no further notice by Datavo is required. It is the Resellerís 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.

 

3.1   Traffic Profile for Voice Services
Datavo resale rates are based upon a standard profile of the distribution of traffic for resale use. If Datavo provides retail domestic or international outbound voice services, or Toll Free services to Reseller under one or more pricing addendums or under this Agreement, we reserve the right to review Reseller voice services profiles on a periodic basis and adjust rates based on that profile. If access costs for the voice traffic are higher than the average costs based upon a standard traffic profile, we may increase the net rate per minute for resale voice services upon written notice. Our average access costs will be calculated for the same period used to analyze Datavo traffic.

 

 

4.     CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

 

4.1   Billing
Resellerís that are approved for credit will be invoiced by Datavo. Payment is due within 10 days of the invoice date. Otherwise, Reseller must give us a valid credit card number (Visa, MasterCard or Discover or any other issuer then-accepted by Datavo) upon signing of this agreement. Datavo reserves the right to stop accepting credit cards from one or more issuers. If the card expires, Reseller closes the account, billing address changes, or the card is cancelled and replaced owing to loss or theft, Reseller must advise Datavo immediately. Datavo will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which Datavo decides to bill in arrears) to the Resellerís credit card, including but not limited to: activation fees, monthly service fees, long distance fees, international usage charges, advanced feature charges, equipment purchases, equipment rental and lease fees, disconnect fees and shipping and handling charges. Datavo reserves the right to bill at more frequent intervals if the amount due at any time exceeds $5,000. USA usage charges will be billed in six second increments. International billing increment varies by country and is available per http://www.datavo.com/internationalrates .

 

4.2   Billing Disputes
Reseller must notify Datavo in writing within 10 days after receiving the monthly billing statement if in order to dispute any Datavo charges on that statement or such dispute will be deemed waived. Reseller agrees to notify Datavo in writing of any disputed charges ten business days prior to requesting a credit card chargeback from the credit card company to give Datavo an opportunity to resolve the dispute. In the event that only a portion of the charges are in dispute, Reseller agrees to pay for all charges that are not in dispute. Billing dispute notifications should be sent to the following email address: resale@datavo.com

4.3   Payment

Payment is due within 10 days of the invoice date. Invoicing will be considered past due if not paid by the due date. Unless this agreement states otherwise, a Late Payment charge of 1.5% per month and a service fee may be assessed on any unpaid balance if payment is not received within 15 days of the invoice date, or any other timeframe specified in this agreement.

 

Past due accounts exceeding 45 calendar days will be transitioned to Datavoís Hosted Phone offering. Requisition of transitioned customers will require a payment of all past due balances, $15/line activation fee, including premium products and 10 business days. Initial use of the service authorizes Datavo to charge the credit card account number on file for Reseller, including any changed information given to Datavo if the card expires or is replaced, or if Reseller substitutes a different card, for Datavo charges as set forth in Section 4.1. Reseller authorizes Datavo to use new credit card expiration date of the credit card on file in the event the credit card is renewed. This authorization will remain valid until 30 days after Datavo receives written notice terminating Datavoís authority to charge the Resellerís credit card, whereupon Datavo will charge Reseller any applicable disconnect fee and any other outstanding charges, and terminate the service. Datavo may terminate service at any time in its sole discretion, if any charge to the credit card on file for Reseller is declined or reversed, credit card expires and Reseller has not provided Datavo 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 Reseller FULLY LIABLE to Datavo for ALL CHARGES ACCRUED BEFORE TERMINATION and for all costs incurred by Datavo in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

 

4.4   Termination/Discontinuance of Service
Datavo reserves the right to suspend or discontinue providing the service generally, or to terminate service, at any time for cause with 7 days advanced notice to the Reseller. If Datavo discontinues providing the service generally, or terminates service in its discretion without a stated reason, Reseller will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month's charges. If 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, attempts to hack, disrupt, or misuse the service or acts or omissions that violate any acceptable use policy of Datavo or of a third party provider to which Datavo is subject), Reseller will be responsible for the full charges to the end of the current term, including without limitation unbilled charges, plus the disconnect fee set forth in Section 4.6, all of which immediately become due and payable. Datavo reserves the right to terminate this Agreement for material breach by Reseller, provided Reseller shall have 60 days from the receipt of written notice of said breach to cure the alleged breach and to notify Datavo in writing that the cure has been effected. If the breach is not cured within the 60 days, Datavo shall have the right to terminate the Agreement without further notice.

 

4.5   Taxes
Each Party purchasing Resale Services, functions, products and services under this Agreement shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction or similar taxes, fees, or surcharges (hereinafter ďTaxĒ) imposed on, or with respect to, the Interconnection, Resale Services, Network Elements, functions, facilities, products and services under this Agreement provided by or to such Party, except for (a) any Tax on either partyís corporate existence, status, or income or (b) any corporate franchise Taxes. Whenever possible, Taxes shall be billed as a separate item on the invoice.

 

With respect to any purchase of Interconnection, Resale Services, Network Elements functions, facilities, products and services under this Agreement if any Tax is required or permitted by Applicable Law to be collected from the purchasing Party then: (i) the providing Party shall bill the purchasing Party for such Tax; (ii) the purchasing Party shall remit such Tax to the providing Party; and (iii) the providing Party shall remit such collected Tax to the applicable taxing authority. Failure to include Taxes on an invoice or to state a tax separately shall not impair the obligation of the purchasing Party to pay any Tax. Nothing shall prevent the providing Party from paying any Tax to the appropriate taxing authority prior to the time: (1) it bills the purchasing Party for such Tax, or (2) it collects the Tax from the purchasing Party.

 

Notwithstanding anything in this Agreement to the contrary, the purchasing Party shall be liable for and the providing Party may collect Taxes which were assessed by or paid to an appropriate taxing authority within the statute of limitations period but not included on an invoice within four (4) years after the Tax otherwise was owed or due.Purchasing party will neither inquire nor rely solely upon Datavo for any tax, accounting, legal or other professional or expert advice of any kind and recognizes the tax service provided by Datavo as a courtesy.

 

With respect to any purchase hereunder of Interconnection, Resale Services, Network Elements, functions, facilities, products and services under this Agreement that are resold to a third party, if any Tax is imposed by Applicable Law on the End User in connection with any such purchase, then: (i) the purchasing Party shall be required to impose and/or collect such Tax from the End User; and (ii) the purchasing Party shall remit such Tax to the applicable taxing authority. The purchasing Party agrees to indemnify and hold harmless the providing Party for any costs incurred by the providing Party as a result of actions taken by the applicable taxing authority to collect the Tax from the providing Party due to the failure of the purchasing Party to pay or collect and remit such tax to such authority.

 

Datavo is not responsible for incorrectly remitted tax amounts as a result of the resale partner failing to indicate the appropriate retail (total billed to end user) amount within the Datavo resale ordering portal (DataVisions). On a monthly basis, Datavo will bill and collect from the resale partner telecom tax assessed against the retail amounts or lack thereof indicated in the DataVisions portal. Retail amounts can be modified at any time DataVisions portal and selecting Tax Configuration from the available menu.

 

If the providing Party fails to bill or to collect any Tax as required herein, then, as between the providing Party and the purchasing Party: (i) the purchasing Party shall remain liable for such uncollected Tax; and (ii) the providing Party shall be liable for any penalty and interest assessed with respect to such uncollected Tax by such authority. However, if the purchasing Party fails to pay any Taxes properly billed, then, as between the providing Party and the purchasing Party, the purchasing Party will be solely responsible for payment of the Taxes, penalty and interest.

 

If the purchasing Party fails to impose and/or collect any Tax from End Users as required herein, then, as between the providing Party and the purchasing Party, the purchasing Party shall remain liable for such uncollected Tax and any interest and penalty assessed thereon with respect to the uncollected Tax by the applicable taxing authority. With respect to any Tax that the purchasing Party has agreed to pay or impose on and/or collect from End Users, the purchasing Party agrees to indemnify and hold harmless the providing Party for any costs incurred by the providing Party as a result of actions taken by the applicable taxing authority to collect the Tax from the providing Party due to the failure of the purchasing Party to pay or collect and remit such Tax to such authority.

 

If either Party is audited by a taxing authority or other Governmental Authority, the other Party agrees to reasonably cooperate with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

 

To the extent a sale is claimed to be for resale and thus subject to tax exemption, the purchasing Party shall furnish the providing Party a proper resale tax exemption certificate as authorized or required by statute or regulation of the jurisdiction providing said resale tax exemption. Failure to timely provide said resale tax exemption certificate will result in no exemption being available to the purchasing Party for any period prior to the date that the purchasing Party presents a valid certificate. If Applicable Law excludes or exempts a purchase of Interconnection, Resale Services, Network Elements, functions, facilities, products and services under this Agreement from a Tax, but does not also provide an exemption procedure, then the providing Party will not collect such Tax if the purchasing Party (a) furnishes the providing Party with a letter signed by an officer of the purchasing Party claiming an exemption and identifying the Applicable Law that both allows such exemption and does not require an exemption certificate; and (b) supplies the providing Party with an indemnification agreement, reasonably acceptable to the providing Party, which holds the providing Party harmless from any tax, interest, penalties, loss, cost or expense with respect to forbearing to collect such Tax.

 

The purchasing Party is entitled to contest with the imposing jurisdiction, pursuant to Applicable Law and at its own expense, any Tax that it is ultimately obligated to pay or collect. The purchasing Party will ensure that no lien is attached to any asset of the providing Party as a result of any contest. The purchasing Party shall be entitled to the benefit of any refund or recovery of amounts that it had previously paid resulting from such a contest. Amounts previously paid by the providing Party shall be refunded to the providing Party. The providing Party will cooperate in any such contest.

 

4.6   Money Back Guarantee; Limitations and Conditions
Datavo offers a 30-day Money Back Guarantee for SIP Trunk services, excluding minutes used. Under the terms of this Money Back Guarantee, Datavo refunds the activation fee (also known as SIP Trunk Installation Fee), and shipping charges, and waives the service disconnect fee, provided the terms described below are satisfied. Federal excise taxes, Universal service Fund taxes and any other applicable taxes cannot be refunded. Money back guarantees to do not apply to Data circuits, including DSL, T1s, VDSL and Ethernet over Copper, or their CPE or installation fees. Datavo reserves the right to terminate or revoke this Money Back Guarantee at any time, without prior notice. 

In order to be entitled to this Money Back Guarantee, Reseller (i) must cancel service within 30 days after the account activation; (ii) must return all Equipment within 14 days after cancellation pursuant to Section 1.9. User remains responsible for any charges for domestic usage in excess of the amount included within the Plan to which User subscribes, international usage, payphone calls to Datavo toll free numbers and directory assistance. THIS MONEY BACK GUARANTEE DOES NOT APPLY TO USAGE AND SUCH ACCOUNTS ARE NOT ELIGIBLE FOR REFUND OF ANY OF THE CHARGES DESCRIBED HEREIN. 

In addition to the requirements set forth in Section 1.9, all returned Equipment must be in the original packaging with the UPC or bar code intact. All components, manuals and registration card(s) must be included. Equipment must be returned with a valid return authorization number obtained from Datavo Resale Support. Reseller is responsible for the cost and risk of return shipping of equipment. THE MONEY BACK GUARANTEE WILL NOT BE HONORED IF RESELLER FAILS TO MEET ALL SUCH REQUIREMENTS. 

To obtain a return authorization number, Datavo must contact
resale@datavo.com and provide the associated account number, make/model and quantity of VoIP phones to be included in the shipment.

 

4.7   Payphone Charges
If Reseller makes use of Datavoís Toll Free product, Reseller acknowledges and agrees that Datavo is entitled to recover from Reseller any charges imposed on Datavo by payphone owners or operators, either directly or indirectly through Datavoís suppliers in connection with toll free calls made to telephone numbers assigned to the Resellerís account, or any charges imposed on Datavo by its suppliers to recover such costs. Datavo may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as Datavo deems appropriate for the recovery of these costs.

 

4.8   Charges for Directory Calls
Datavo will charge $1.25 for each call made to Datavo Directory Assistance.

 

5.     WARRANTY and LIABILITY LIMITATIONS / INDEMNIFICATION

 

Limitation of Liability
Datavo 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 the Resellerís customer or end user; 
8) outage of Resellerís or end userís ISP or broadband service provider;
9) act or omission of Reseller or any person using the service or Equipment provided by Datavo; or 
10) any other cause that is beyond Datavoís control, including, but without limitation a failure of or defect in any Equipment, the failure of an incoming or outgoing communication, the inability of communications (including, but without limitation 911 dialing) to be connected or completed, or degradation of voice quality. 

Datavo's aggregate liability for (i) any failure or error; (ii) any claim with respect to Datavoís performance or nonperformance hereunder or (iii) any Reseller act or omission in connection with the subject matter hereof shall be limited to the service credits listed in the Datavo SLA (service Level Agreement) posted at
http://www.datavo.com/legal and shall in no event exceed service charges with respect to the affected time period.

 

5.1   Disclaimer of Damages
EXCEPT AS PROVIDED FOR IN PARAGRAPH 5.1 ABOVE, IN NO EVENT SHALL DATAVO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO RESELLER 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 AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT Datavo WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

 

5.2   Indemnification
Reseller agrees to defend, indemnify, and hold harmless Datavo, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Reseller 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 attorneyís fees) by, or on behalf of, Reseller or any third party or end user of Resellerís service, relating to this Agreement, the services, including 911 dialing, or the Equipment. This paragraph shall survive termination of this Agreement.

 

5.3   No Warranties on Service
DATAVO 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 RESELLERíS REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, DATAVO 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 DATAVO NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES OR PRODUCTS TO THE RESELLER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO DATAVOíS, RESELLERíS OR END USERíS TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, RESELLERíS 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 RESELLERíS OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY DATAVO OR DATATVOíS AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

 

5.4   No Warranties, or Limited Warranties, for Equipment
If Reseller received the Equipment new from Datavo and the Equipment included a limited warranty at the time of receipt, Reseller must refer to the separate limited warranty document provided with the Equipment for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation. If Datavoís Equipment did not include a limited warranty from Datavo at the time of receipt, Reseller agrees that it accepts its Equipment "as is" and that Reseller is not entitled to replacement or refund in the event of any defect.Datavo will provide a limited warranty on the Equipment as to manufacturing defects only for a period of one (1) year from the date of purchase. This Reseller limited warranty shall not apply to any defect or failure other than a manufacturing defect, and, without limiting the generality of the foregoing, shall not apply to any defect caused by damage in transit, or reseller handling. Reseller sole remedy for any breach of this Datavo limited warranty is to obtain repaired or replacement Equipment, by following the return procedures set forth in Section 1.8. Resellers must include with the returned Equipment a letter stating that the reseller is returning the Equipment for warranty repair or replacement and stating the nature of the defect. This limited warranty shall also apply in lieu of the limited warranty included with the Equipment if such included limited warranty is less favorable to the reseller than that contained herein. OTHER THAN WARRANTIES AS TO THE EQUIPMENT EXPRESSLY SET FORTH IN DOCUMENTATION PROVIDED WITH THE EQUIPMENT AND THE RESELLER LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, DATAVO MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE EQUIPMENT FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE, EQUIPMENT OR ANY FIRMWARE OR SOFTWARE IS "ERROR FREE" OR WILL MEET RESELLERíS REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE EQUIPMENT.

 

5.5   No Third Party Beneficiaries
No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

 

5.6   Content
Reseller is liable for any and all liability that may arise out of the content transmitted by or to Datavo or end userís using the services. Reseller shall assure that the Reseller or end userís use of the services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. Datavo reserves the right to terminate or suspend affected services, and/or remove resellerís or end userís content from the services, if Datavo determines that such use or content does not conform with the requirements set forth in this Agreement or interferes with Datavoís ability to provide services to Reseller or others or receives notice from anyone that the Reseller or end userís use or content may violate any laws or regulations. Datavoís actions or inaction under this Section shall not constitute review or approval of the Resellerís or end userís use or content. Reseller will indemnify and hold Datavo harmless against any and all liability arising from the content transmitted by or to Datavo or to end users using the services. A ďEnd User" means any person, whether authorized or unauthorized, using the service and/or Equipment provided to the reseller.

 

6.     PRIVACY

Datavoís service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Datavo is not liable for any lack of privacy which may be experienced with regard to the service. Please refer to our Privacy Policy at http://www.datavo.com/legal for additional information.

 

 

7.     CHANGES TO AGREEMENT

Datavo may change the terms and conditions of this Agreement from time to time. Changes supersede all previously agreed to electronic and written Terms and Conditions. IF THE RESELLER CONTINUES TO BE ENROLLED IN, USE, OR PAY FOR THE SERVICES AFTER ANY CHANGES IN THE PRICES, CHARGES, AND/OR TERMS AND CONDITIONS HAVE BEEN MADE, RESELLER IS AGREEING TO THE CHANGES. Notices will be considered given and effective on the date posted on the Datavo website at http://resale.idatavo.com and/or the date Datavo notifies Reseller of changes by the following: email at the address provided by Reseller, postcard, letter, recorded announcement, message on the Datavo reseller bill, an insert in the bill, newspaper ad, or a call to the billed telephone number, whichever occurs first.

 

8.     GOVERNING LAW / RESOLUTION OF DISPUTES

 

8.1   Governing Law
The Agreement and the relationship between Datavo and Reseller 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, Datavo and Reseller 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 Datavo 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. Reseller agrees 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.

 

8.2   Entire Agreement
This Agreement and the Datavo countersigned pricing addendum constitute the entire agreement between Datavo and Reseller and govern Resellerís use of the service, superseding any prior agreements between Datavo and Reseller 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 Datavo unless and until posted in accordance with Section 3 hereof.

 

8.3   Severability
In the event 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.

 

8.4   Mandatory Binding Arbitration

MANDATORY BINDING ARBITRATION FOR CALIFORNIA RESELLERS. Any dispute or claim between Datavo and Reseller arising out of or relating to this Agreement shall be resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California and shall be conducted in English. California law shall apply to substantive questions of law without regard to conflicts of laws. Questions of arbitrability shall be decided by the arbitrator. The prevailing party shall be entitled to an award of reasonable attorneyís fees and costs of suit. The arbitrator's decision shall follow the plain meaning of the relevant documents and the decision shall be in writing including the legal reasoning and factual basis for the decision. Judgment upon the arbitratorís decision may be entered in any court of competent jurisdiction following judicial review, if any, as provided for by law. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. All claims shall be arbitrated individually and reseller will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. RESELLER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND OTHER PROCEDURES INHERENT IN ORDINARY CIVIL LITIGATION. 

MANDATORY BINDING ARBITRATION FOR NON-CALIFORNIA RESELLERS. Any dispute or claim between Datavo and Reseller arising out of or relating to this Agreement shall be resolved by binding arbitration under the Federal Arbitration Act (or, for resellers utilizing Datavoís service to provide service to end users in Canada, a Canadian arbitration organization of Datavoís choosing). If the parties are unable to agree upon an arbitrator, then each party shall select an arbitrator with no previous business or personal association with that party, and each of those arbitrators shall select a third arbitrator. The arbitrator(s) shall use the Commercial Arbitration Rules of the American Arbitration Association to administer the proceeding. California law shall apply to substantive questions of law without regard to conflicts of laws. The arbitration shall take place in Los Angeles, California and shall be conducted in English. California law shall apply to substantive questions of law without regard to conflicts of laws. Questions of arbitrability shall be decided by the arbitrator (s). The decision shall follow the plain meaning of the relevant documents and the decision shall be in writing including the legal reasoning and factual basis for the decision. The prevailing party shall be entitled to an award of reasonable attorneyís fees and costs of suit. Judgment upon the arbitratorís decision may be entered in any court of competent jurisdiction following judicial review, if any, as provided for by law. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. All claims shall be arbitrated individually and Datavo will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. RESELLER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND OTHER PROCEDURES INHERENT IN ORDINARY CIVIL LITIGATION.

 

 

Resale Pricing

 

Non-Recurring Cost

Monthly Recurring Price

Product

Description

Qty

Total

Total

Hosted Seat - Metered

1 ext. @ $18.00 per Extension (Note 1)

1

$0.00

$18.00

Hosted Seat - Unlimited

1 ext. @ $24.00 per Extension (Note 1)

1

$0.00

$24.00

Basic/Limited Extension

 

1

$0.00

$10.00

Lobby Extension

 

1

$0.00

$6.00

Ring Group

 

1

$0.00

1 included w/5 or more extensions $12.00

Line Appearance - Metered

 

1

$0.00

$12.00

Line Appearance - Unlimited

 

1

$0.00

$18.00

 

 

 

 

 

Premium Hosted Products

 

Non-Recurring Cost

Monthly Recurring Price

Product

Description

Qty

Total

Total

Premium Call Manager

 

1

$0.00

$12.00

Basic Music on Hold

Per HPBX Concurrent call (Max 16)

1

$0.00

1 included w/any business group

Premium Music On Hold

Per HPBX Concurrent call (Max 16)

1

$0.00

$12.00

Easy Auto Attendant

 

1

$0.00

1 included w/5 or more extensions $12.00

Premium Auto Attendant

 

1

$0.00

$25.00

HD Audio Conferencing

Per Conference Moderator Code

1

$0.00

$12.00

Unified Fax Messaging

 

1

$0.00

$12.00

Additional VM Boxes

 

1

$0.00

$5.00

Other Voice Services

 

Non-Recurring Cost

Monthly Recurring Price

Product

Description

Qty

Total

Total

Toll Free(s)

 

1

$0.00

$6.00

Remote Call Forwarding

 

1

$0.00

$5.00

 

 

 

 

 

VoIP Handsets

 

Upfront Price*

Installment Price*

Product

Description

Qty

(Paid Upfront)

(Paid over 12 month term)

VoIP Equipment

Cisco 3-Line IP Phone (SPA303-G1)

1

$100.00

$9.58

VoIP Equipment

Cisco 4-Line IP Phone (SPA504G_AC) PoE

1

$150.00

$14.37

VoIP Equipment

Cisco 5-Line IP Phone (SPA525-G2_AC) PoE

1

$275.00

$26.35

VoIP Equipment

Cisco 8-Line IP Phone (SPA508G_AC) PoE

1

$180.00

$17.25

VoIP Equipment

Cisco 12-Line IP Phone (SPA509G_AC) PoE

1

$190.00

$18.21

VoIP Equipment

Polycom IP 450 PoE

1

$220.00

$21.08

VoIP Equipment

Polycom IP 550 PoE

1

$245.00

$23.48

VoIP Equipment

Polycom IP 650 PoE

1

$290.00

$27.79

VoIP Equipment

Polycom IP 670 PoE

1

$400.00

$38.33

VoIP Equipment

Polycom VVX 500 PoE

1

$265.00

$25.39

VoIP Equipment

Polycom SoundStation IP 5000

1

$475.00

$45.52

VoIP Equipment

Polycom SoundStation IP 6000

1

$645.00

$61.81

VoIP Equipment

Polycom IP 335

1

$145.00

$13.89

*Only upfront costs or installment costs would be applied, not both, to hardware purchased directly from Datavo.

 

 

 

 

Included per Extension

Qty

Voicemail Box

1

Commportal Assistant

1

Commportal Web Client

1

Call Manager

1

VoIP Phone Provisioning Server

1

 

 

Usage Rates

 - Local and Long Distance Plans apply only towards calls within the contiguous United States.

Rate

Local Outbound/Overage Usage

Zones 1, 2 & 3

$0.012

Long Distance Outbound/Overage Usage

IntraLata Toll, IntraState and InterState (metered rate)

$0.012

Audio Conferencing

All inbound minutes

$0.005

Toll Free

 

$0.025

Station to Station Calling

 

Free

International Usage

http://www.datavo.com/internationalrates/

Check Rates

 

Branding Options

Web Portal

Sub-domain providing customer access to web portal

Included

Tutorial Videos

Tutorial videos demonstrating how to use web portal

ICB

User Guides

User Guides indicating how to use web portal and select phones

ICB

CSR/Tech Support Call

Datavo provides Tier 2 call support for trouble and billing related issues

$75/ticket