1. INTRODUCTION. This topvoip VoIP Service Agreement, together with any operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to (collectively, the “Agreement”), constitutes the entire agreement between topvoip corp, a Florida corporation (hereinafter referred to as (“we,” “us” or “topvoip ”) and the party set forth in the related registration order Form (hereinafter referred to as “you,” “user” or “Customer”) regarding topvoip Services (as defined herein), and supersedes all prior agreements, discussions or writings between the parties regarding the subject matter of this Agreement. For purposes of this Agreement, the term “topvoip ” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, attorneys, and any other service provider that furnishes services or devices to you in connection with this agreement or the service or the device. 2. DEFINITION OF SERVICE. topvoip Broadband Phone Service is an enhanced voice communication service that uses a data network (like the Internet) to transport voice communications that have been converted into data packets. For purposes of this Agreement, the term “Service” shall mean topvoip Broadband Phone Service, including all Software, Equipment, and other features, products, and services provided by topvoip under the pricing plan that you have selected. For purposes of this Agreement, “Equipment” shall mean a topvoip -provided Telephone Adapter (“Adapter”) and accompanying Ethernet Cable. 3. REVISIONS TO TERMS AND PRICING. From time to time, we may revise the terms and conditions of this Agreement (including, without limitation, any of the policies incorporated by reference) and the pricing for the Service. Notice of revisions to the Agreement or pricing shall be posted on the topvoip Web site (“the Web site”) and deemed given and effective no earlier than on the date posted to the Web site and no later than the statutory waiting period if any. If you do not agree to the revision(s), you must notify topvoip in writing of your desire to terminate your Service immediately, subject to the Termination provisions provided in this Agreement By continuing to use the Service after revision(s) are in effect, you hereby accept and agree to all such revisions. 4. CUSTOMER REPRESENTATIONS. You represent and warrant that you are at least eighteen (18) years of age or, as applicable, the age of majority in the country, state, or province in which you reside, and that you possess the legal right and ability to enter into this Agreement. You represent and warrant that your name, user name, contact information, and registered location are true and correct and are for business use, you are authorized to act on behalf of your company. You understand that topvoip relies on the information you supply and that providing false or incorrect information may result in Service provisioning and delivery delays, the suspension or termination of your Service, and the inability of a 911-dialed call to be correctly routed to emergency service personnel, as further explained below. You agree to promptly notify topvoip in writing whenever your personal or billing information changes (including, but not limited to, your name, address, e-mail address, telephone number, and credit card number, and expiration date). You agree to be financially responsible for your use of the Service as well as for the use of your account by others regardless of whether the person was authorized to use the service. 5. USE OF SERVICE AND DEVICE 5.1. Business Plans Service is provided to you as a business user, for your business and home office use. This means that you are not using it for any personal, residential, non-business or nonprofessional purposes. This also means that you are not to resell or transfer the Service to any other person for any purpose or make any changes for the use of the Service, without express written permission from topvoip in advance. topvoip reserves the right to immediately terminate, change the calling plan, alter the price, or modify the Service if topvoip determines, in its sole discretion, that you are using the Service for non-business or non-commercial use. 5.2 Residential Plans. If you subscribe to our residential services, we provide you with the service and the device solely for residential use. topvoip reserves the right to immediately terminate, change the calling plan, alter the price, or modify the Service if topvoip determines, in its sole discretion, that you are using the Service for non-residential use. 5.3 User Responsibility. You agree that you are responsible for all use(s) related to your account. You understand this means that you accept full liability and responsibility for the actions of anyone who uses the Service via your account with or without your permission. You acknowledge that topvoip will be sending you information, including your Password, via e-mail over the Internet. You agree that the Internet is not a secure network and that third parties may be able to intercept, access, use or corrupt the information and telephone calls you transmit over the Internet. In order to maintain the security of your Service, you should safeguard your User IDs and Passwords, as well as the media access control (MAC) address of the Adapter. The MAC address is one of the pieces of information used by topvoip to authenticate customer calls and should not be shared. 6. LOCAL NUMBER PORTABILITY. In the event you are transferring an existing phone number that currently is subscribed to another carrier, the following terms and conditions apply: 6.1 Authorization. You hereby authorize topvoip to process your order for the Service and to notify your local service provider of your decision to switch your local services to topvoip and to transfer your telephone number, and represent that you are authorized to take these actions. You may be required to complete a letter of authorization, provide us with a copy of your most recent bill from your service provider, directly contact your present service provider as well as provide us with any other information required by your service provider to port your number. Failure to provide any information requested by topvoip or the third-party service provider will delay the porting of the number to topvoip . topvoip shall not be responsible for any delay in the port of your number and will not provide credit for any such delays. 6.2 Activation. You agree and acknowledge that you must install and activate your Equipment prior to/or on the date (Before 11 am EST) that the number switch becomes effective (“Port Effective Date”). You may request to be assigned a temporary telephone number until your transfer is completed. You may place and receive calls using this temporary number until such time as your phone number is transferred. You may forward all calls from the current service provider if such service is available to you by the current service provider and the port in will not be affected. 6.3 Limitation. topvoip has the right to refuse to import a number if, in its sole discretion and without incurring liability, it does not have the infrastructure to support the number. 6.4 Port Out fee: You agree and acknowledge that topvoip will charge a one-time fee of $5 per phone number (Local and/or Toll-Free) being ported away to another services provider. This fee will need to be paid prior to the approval of any and all port out requests. 7. SERVICE DISTINCTIONS. You acknowledge and understand that the Service is not a telephone service, and we provide it on a best-efforts basis. Important distinctions exist between telephone service and the enhanced Service offering provided by topvoip . The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before Federal and State telecommunications regulatory agencies or judicial forums. Events beyond our control may affect our service, such as power outages, fluctuations in the internet, your underlying ISP or broadband service, or maintenance. We will act in good faith to minimize disruptions to your use of and access to our service but we shall not be liable in any manner whatsoever due to your unavailability of service. 7.1. EMERGENCY SERVICES – 911 DIALING. You acknowledge and understand that topvoip 911 dialing is different than traditional 911 service. See the complete 911 disclosure posted on our Web site at topvoip tech.com. YOUR SERVICE WILL NOT BE ACTIVATED UNTIL topvoip RECEIVES AN AFFIRMATIVE ACKNOWLEDGMENT THAT YOU HAVE READ AND UNDERSTOOD topvoip ’s 911 DISCLOSURE AGREEMENT. 7.2. No 0+ or Operator Assisted Calling; May Not Support X11 Calling. You acknowledge and understand that the Service does not support 0+ or operator-assisted calling, including, without limitation, collect calls, third-party billing calls, 900, calling card calls, or dial-around calls. Our Service may not support 311, 511, and other x11 services in one or more service areas. 7.4. No Directory Listing. The phone numbers you get from us will not be listed in any telephone directories. However, any phone numbers you transfer directly from your local phone company may be listed. 7.5. Incompatibility with Other Services. 7.5.1. Non-Voice Equipment Limitations. You acknowledge and understand that the Service is not compatible with all non-voice communications equipment, including but not limited to, some home and office security systems that are set up to make automatic phone calls, emergency phones in elevators, some aspects of satellite TV systems, digital entertainment systems, fax machines, modems, and medical monitoring devices. By accepting this Agreement, you waive any claim you may have against topvoip for interference with or disruption of such systems due to the Service. 7.5.2. Certain Broadband, Cable Modem, and Other Services. There may also be other services with which our Service may be incompatible. Some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Service will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service. 8. LENGTH OF SERVICE 8.1. Service Term. We provide the Service for the term that you have signed up for. Your term begins on the date you first ordered service, “Subscription Date”, or the date we successfully process your payment, whichever is later. It is not the day you receive the Equipment you ordered or the first time you use the Service. You are purchasing the Service for the full-service term as set forth in the Order. 8.2. Automatic Renewal. The terms of this Agreement shall automatically renew for the same term unless you cancel your Service before the end of the current service term. See Termination of Service Section 8.4. The renewal begins on the day after the last day of your term. 8.3. Our right to disconnect. We have the right to suspend or discontinue service generally, or to disconnect the Service, at any time. In addition, we reserve the right to immediately disconnect the Service at any time without notice due to non-payment or unlawful or inappropriate use of the Service or, in the event your use of the Service in any way jeopardizes the integrity of topvoip ’s network. In the event of non-payment of services, your services will be terminated in accordance with the particular rules of the state in which the telephone number is registered. 8.3.1. All of charges owed at the time of disconnection will be immediately payable. We will pursue collection for unpaid amounts on disconnected accounts and may report these unpaid charges to credit bureaus 8.4. Termination of Service. In order to terminate the Service, contact our Customer Billing Department, via email at Billing@topvoip tech.com prior to the expiration of the current service term. Please refer to the topvoip Cancellation Policy posted on our Web site at topvoip tech.com. 9. DEVICES 9.1. Ownership and Risk of Loss. You will own the Device and bear all the risk of loss, theft, or damage regardless of the payment schedule selected for services and devices. Minimum Commitment Contracts for services and devices may include early termination fees. Returns of non-defective devices outside of the initial 30-day money-back guarantee period will not be accepted. Refer to the Cancellation policy for more information. 9.2. Promotional Devices. Devices included in a service offering at no charge may be previously used equipment. Devices not returned upon cancellation of the Service will be charged to the customer. See the Cancellation policy for details. 9.3 Replacement of a Defective Device Equipment and devices purchased from topvoip will be covered by their respective factory warranties only. topvoip does not offer any warranty in addition to, or in replacement of any factory warranties. Prior to returning the equipment, you must contact topvoip at 212-461-4646 so that topvoip may determine whether a defect exists and to receive an RMA number, which is required to be submitted along with the return. You must ship the equipment to the manufacturer at the address provided by topvoip in accordance with all RMA procedures. You have 7 days after receipt of an RMA to ship the equipment back to the manufacturer at the address we provide. You must pay all shipping fees. Once the manufacturer has received the equipment, a replacement will be sent to you. If an advance replacement is provided and the factory has not received the defective device within 14 days or it was not in a returnable condition, (original carton, all packing materials and parts in the same condition in which you received them), then topvoip will charge you for the second device or for the missing parts. 9.4. Receipt of damaged devices. If you receive cartons or devices that are visibly damaged, you must note the damage on the carrier’s freight bill or receipt and keep a copy. You must also keep the original carton, all packing materials, and parts in the same condition in which you received them from the carrier. You must then contact our customer care department immediately at 212-461-4646 for return instructions. 9.5. Tampering with the Device. You may not change the electronic serial number or equipment identifier of your Device or perform a factory reset of your Device without first getting our written consent. 9.6. Prohibited Devices. You are prohibited from using topvoip services with any devices other than topvoip -approved devices received from retailers or from us. 10. FEES AND CHARGES 10.1. We will disclose all fees and charges on our website, and these may be subject to change periodically. The updated pricing will become effective either upon its publication on the website or after the expiration of any legally mandated waiting period, if applicable. The revised pricing may also be applied to renewals of existing services. We reserve the right to introduce new products and services with special introductory pricing; however, such pricing will not be retroactively applied to existing services. We retain the discretion to modify introductory pricing. 10.2. Billing increments are determined by the specific package chosen by the customer. For precise details regarding billing policies, please refer to our website. 10.3. Taxes: The customer is responsible for paying any applicable federal, state, municipal, local, or other governmental taxes, fees, assessments, and charges, including sales tax, use tax, excise tax, Universal Service Fees, value-added tax, personal property tax, public utility tax, and any other taxes that arise from or relate to the customer's subscription, use, or payment for the Service or a Device. Such amounts are in addition to the payment for the Service or Device and will be invoiced accordingly. If the customer is eligible for tax exemption, they must provide topvoip with an original government-issued certificate verifying their tax-exempt status. Tax exemption will be applicable only from the date on which topvoip receives the certificate. No credits will be issued for taxes levied or paid prior to the receipt of the exemption certificate by topvoip . 10.4. Charges for Directory Calls (411): Each call made to topvoip directory assistance will incur a charge of $1.99. 10.5. An activation fee, a one-time charge, may be applicable and will be disclosed on the initial invoice or our website. The specific amount of the activation fee depends on the product and plan selected by the customer. 10.6. Regulatory Recovery Fee: A monthly Regulatory Recovery Fee may be assessed to offset the costs incurred by topvoip in complying with inquiries and obligations imposed by federal, state, and municipal regulatory bodies/governments, as well as related legal and billing expenses. This fee is not a government-mandated tax or charge. The Regulatory Recovery Fee may apply to all assigned phone numbers, including toll-free and virtual numbers. 10.7. Suspension Fee: Reactivating any service that has been deactivated due to non-payment may incur a Suspension Fee, the exact amount of which will be specified (up to $45). 10.8. Late Fee: An invoice that remains overdue for 5 days will be subject to a 10% late fee. Subsequently, an additional 10% late fee will be charged for every subsequent 7-day period during which the invoice remains unpaid. The late fee will be applied to the entire outstanding amount. 10.9 A charge of 3.7 cents per minute will be billed on all incoming calls through the assigned toll-free numbers unless stated otherwise on the monthly invoice. topvoip will assign a toll-free phone number to only customers who agree to the toll-free terms and conditions, which may be presented upon request. 11. BILLING AND PAYMENT 11.1. Billing. We will charge you in advance for each month during the term of service. When you subscribe to the Service, you must give us a valid email address and a payment method (credit card) that we accept. We reserve the right to stop accepting your payment method or your payments. You must advise us at once if your payment method expires, you close your account, your billing address changes, your email address changes, or your payment method is canceled and replaced on account of loss or theft. Except for usage-based charges, which are billed in arrears, we will bill in advance to your payment method all charges, fees, taxes assessments, and surcharges for each month of the service term. We will bill monthly as due immediately usage-based charges and any other charges which we decide to bill as due immediately. Bills will be posted to the office manager portal and emailed to the email address on record. 11.2. Payment. When you subscribe to the Service, you authorize us to collect from your payment method. This authorization will remain valid until thirty (30) days after you terminate our authority to charge your payment method and you herein authorize us to charge your payment method for any charges billed in arrears notwithstanding the fact that your service has been terminated. 11.3. Collection. If we disconnect the Service, you will remain liable to us for all charges under this agreement and all the costs we incur to collect these charges, including, without limitation, collection costs and attorney’s fees. You also agree to pay any additional charges or fees applied to your billing account for any reason, including but not limited to, interest, charges due to insufficient credit, and merchant fees assessed to topvoip for any rejection or reprocessing of a charge. 11.4. Notices: You understand that it is difficult for us to distinguish between credit and debit cards. You agree to waive your rights under Regulation E to receive ten (10) days advance notice from us regarding the amount that we will debit from your account. While we may send you messages about your billing from time to time, we are not obligated to do so. We may change or cease our messages at any time without notice to you. 11.5. Billing Disputes You must notify topvoip in writing within seven (7) days after receiving your credit card statement or from the time funds are debited from your bank account if you dispute any topvoip charges on that statement or that have been debited from your account, or such dispute will be deemed waived. Notification of all billing disputes shall be sent to the following address: info@topvoippro.com 11.6 Late Fee and Service Suspension Schedule: Late fee Notice: 3 Days overdue Late fee charged: 5 Days overdue. Refer to section 10.8 Service Suspension: 10 Days overdue refer to section 10.7 Account Termination: 20 Days Overdue 12. PRICING AND PAYMENT. 12.1. Prices and Fees. topvoip fees and charges for the Service are supplied to you during the ordering process unless otherwise provided for in this Agreement. You agree to pay the applicable one-time and recurring charges. You further agree that any taxes and other charges, including but not limited to, account setup fees, Adapter fees, Equipment charges, shipping and handling and other nonrecurring charges will be charged to your credit card. Recurring charges will be billed and automatically charged to your credit card on the first day of every billing cycle. Your billing cycle will begin on the anniversary date of your subscription date as defined in section 8.1. 12.3. YOU AGREE THAT WE MAY CHARGE YOUR CREDIT CARD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT. You agree to provide a credit card and not a debit card. If your card is a combination credit card/debit card, you authorize us to use it as a credit card. You also agree to indemnify us for any claims or expenses resulting from providing a debit card instead of a credit card. If your credit card is declined, is invalid or payment is not made by the issuer of your credit card at the time that a charge is attempted, you will not be able to use the Service until your account is paid in full. (911??) 12.4 Credit Balance Account. Your credit balance account has been established to cover incidental charges on your account that are not covered by your subscription fee. For example, international calls, toll-free charges, Directory Assistance calls and taxes related to these calls are automatically charged to your credit balance account. A certain credit limit will be set on your account based on your service plan and credit history. When the balance of your credit account reaches the credit limit, your account will be unable to make additional calls until the balance is paid down. You can make payments to reduce your credit balance account at any time through your customer portal. Any credit balance used as of your subscription renewal or monthly anniversary date will be charged to the credit card on file. 12.5. Discontinuation of Service for Nonpayment. The Service to you may be denied or discontinued without notice (?) at any time in the event your credit card provider denies or discontinues providing credit to you for any reason, or you fail to provide us with a new credit card expiration date before the existing one expires. If your credit card fails for any reason during the ordering process, or any regular or monthly billing process, you will have 24 hours to provide topvoip your new credit card information. If the credit card issue is not resolved within 48 hours, topvoip will deactivate the Service. If your credit card is approved within 24 hours, your calling plan and billing cycle will remain unchanged. We reserve the right upon notice to modify the per-minute calling plan at any time. You agree to pay all charges owed to topvoip , including but not limited to the reinstatement fee for reactivated services. In the event topvoip utilizes a collection agency or resorts to legal action to recover monies due, you agree to reimburse us for all expenses incurred to recover such monies, including attorneys’ fees. 12.6. Promotions. topvoip may limit the number of promotions you may be eligible for in a given period. Promotions may be canceled by topvoip at any time. 12.7 Cancellation Policy. topvoip cancellation policies are outlined in the Cancellation Policy posted on our Web site at topvoip tech.com and are incorporated into this policy with this reference. All cancellation requests must be submitted in the form of an email ticket to info@topvoippro.com and must be made prior to the expiration of the Service term. See the cancellation policy for details. Changes to the Cancellation Policy may be made at any time without notice to you and is effective upon posting to our Web site. 13. Acceptable Use Policy. You agree to comply with the topvoip Acceptable Use Policy (“AUP”) which is posted on our Web site at topvoip tech.com and is incorporated into this policy with this reference. Changes to the AUP may be made at any time without notice to you and is effective upon posting to our Web site. 14. MANAGEMENT OF YOUR DATA AND COMPUTER. 14.1. System Management and Service Performance. You are solely responsible for obtaining, installing, configuring, and maintaining suitable equipment, including your computer and telephone and software, including any necessary system or software upgrades, patches, or other fixes which are or may become necessary to access the Service and to operate your computer. topvoip will only provide technical assistance with respect to your topvoip -provided Adapter. 14.2. Monitoring of Network Performance. topvoip automatically measures and monitors network performance. We also will access and record information about your computer’s profile and settings and the installation of the Software in order to provide customized technical support. No adjustments to your computer settings will be made without your permission. You hereby consent to topvoip ’s monitoring of your Internet connection and network performance, and the access to and adjustment of your computer settings, as set forth above, as they relate to the Service. 15. LIMITATION ON WARRANTIES, REMEDIES, AND LIABILITY, INDEMNIFICATION 15.1. WARRANTIES 15.1.1 topvoip MAKES NO EXPRESS OR IMPLIED WARRANTY REGARDING THE SERVICE OR DEVICE OR THE INSTALLATION OF SAME AND DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. topvoip DOES NOT WARRANT THAT THE SERVICE OR DEVICE WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. topvoip DOES NOT AUTHORIZE ANYONE, INCLUDING BUT NOT LIMITED TO ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. CUSTOMER AGREES THAT IT ACCEPTS THE DEVICE “AS IS” AND THAT CUSTOMER IS NOT ENTITLED TO REPLACEMENT OR REFUND FROM topvoip IN THE EVENT OF ANY DEFECT. THE PROVISIONS OF THIS SECTION SHALL BE APPLIED TO THE FULLEST EXTENT OF THE LAW, BUT IF ANY PORTION OF THIS SECTION IS DETERMINED TO BE UNLAWFUL, THEN THIS SECTION SHALL BE CONSTRUED TO LIMIT LIABILITY AGAINST topvoip TO THE FULLEST EXTENT POSSIBLE UNDER THE LAW. 15.1.2. NO CREDIT ALLOWANCES FOR INTERRUPTION OF topvoip SERVICE. WE WILL NOT GIVE YOU CREDIT FOR ANY INTERRUPTION OF topvoip SERVICE, INCLUDING INTERNATIONAL CALLING SERVICES. 15.2. LIMITATION OF LIABILITY 15.2.1. IN NO EVENT SHALL topvoip BE LIABLE TO YOU, YOUR REPRESENTATIVES, OR AUTHORIZED ASSIGNS, OR ANYONE ELSE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, LOSS OF REVENUE OR PROFITS, RELATING TO OR ARISING OUT OF THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE, THE ABSENCE, DELAY, FAILURE OR OUTAGE OF THE SERVICE, THE INABILITY TO DIAL 911 OR E911 TO ACCESS EMERGENCY SERVICE PERSONNEL, THE INABILITY TO DIAL SECURITY, LAW ENFORCEMENT OR FIRE PREVENTION/ PROTECTION SERVICES OR SYSTEMS, THE DEVICE, THE USE OF AND/OR INABILITY TO USE THE DEVICE, THE INSTALLATION OF THE DEVICE, AND/OR THIS AGREEMENT. NOR SHALL topvoip BE LIABLE FOR ANY DELAY OR FAILURE TO PROVIDE THE SERVICE, INCLUDING 911 DIALING, AT ANY TIME OR FROM TIME TO TIME, OR FOR ANY INTERRUPTION OR DEGRADATION OF VOICE QUALITY CAUSED BY ANY REASON INCLUDING BUT NOT LIMITED TO THE FOLLOWING: AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR OR THIRD PARTY, EQUIPMENT, NETWORK OR FACILITY FAILURE, EQUIPMENT, NETWORK OR FACILITY UPGRADE, SERVICE, MAINTENANCE, MODIFICATION, SHORTAGE, OR RELOCATION, FORCE MAJEURE EVENTS SUCH AS BUT NOT LIMITED TO ACTS OF GOD, ADVERSE WEATHER, STRIKES, FIRE, WAR, RIOT, GOVERNMENT ACTIONS OR TERRORISM, SERVICE, DEVICE, EQUIPMENT, NETWORK OR FACILITY FAILURE CAUSED BY THE LOSS OF POWER OR INTERNET SERVICE TO topvoip OR CUSTOMER, AND ANY CAUSE THAT IS BEYOND topvoip ’S CONTROL, INCLUDING WITHOUT LIMITATION THE FAILURE OF AN INCOMING OR OUTGOING COMMUNICATION, THE INABILITY OF COMMUNICATIONS TO BE CONNECTED OR COMPLETED, INCLUDING 911 DIALING, OR DEGRADATION OF VOICE QUALITY. topvoip SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO topvoip ’S OR CUSTOMER’S TRANSMISSION FACILITIES OR PREMISES, EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF topvoip ’S NEGLIGENCE OR OTHER ACTS OR OMISSIONS. topvoip ’S LIABILITY FOR ANY ACT OR OMISSION SHALL IN NO EVENT EXCEED THE SERVICE CHARGES WITH RESPECT TO THE AFFECTED TIME PERIOD. THE LIMITATIONS SET FORTH HEREIN APPLY TO ALL 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 topvoip WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGE. FURTHER, YOU AGREE TO REIMBURSE topvoip FOR ALL COSTS AND EXPENSES RELATED TO THE DEFENSE OF ANY SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES AND LITIGATION COSTS. 16. INDEMNIFICATION AND WAIVER OF CLAIMS 16.1. INDEMNIFICATION 16.1.1. YOU ARE LIABLE FOR ANY AND ALL USE OF THE SERVICE AND/OR DEVICE BY YOURSELF AND BY ANY PERSON MAKING USE OF THE SERVICE OR DEVICE, AND YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS topvoip AGAINST ANY AND ALL LIABILITY FOR ANY SUCH USE THAT FAILS TO COMPLY WITH THIS AGREEMENT. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS topvoip FROM ANY AND ALL CLAIMS AND/OR LIABILITY FOR DAMAGES, PERSONAL INJURY, DEATH, FINES, PENALTIES, COSTS, EXPENSES, LOSSES, LOST PROFIT, LOST REVENUE, PROPERTY DAMAGE, ATTORNEYS’ FEES, AND ANY AND ALL OTHER DAMAGES OF WHATEVER KIND AND NATURE RELATING TO OR ARISING OUT OF THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE, THE ABSENCE, FAILURE OR OUTAGE OF THE SERVICE, THE INABILITY TO DIAL 911 OR E911 TO ACCESS EMERGENCY SERVICE PERSONNEL, THE INABILITY TO DIAL SECURITY, LAW ENFORCEMENT OR FIRE PREVENTION/ PROTECTION SERVICES OR SYSTEMS, THE DEVICE, THE USE OF AND/OR INABILITY TO USE THE DEVICE, THE INSTALLATION OF THE DEVICE, AND/OR THIS AGREEMENT UNLESS THE CLAIMS OR CAUSES OF ACTION ARISE FROM OUR GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT. . THIS SECTION SHALL SURVIVE THE AGREEMENT. 17. CONTENT 17.1 You are liable for any liabilities that may arise from the content you transmit to any person, whether or not you authorize it, using the Service or Device. You promise that you and anyone who uses the Service and all your and their content comply at all times with all laws, regulations, and written and electronic instructions for using the Service and the Device. 18. MISCELLANEOUS LEGAL CONSIDERATIONS 18.1. Governing Law This Agreement and the relationship between you and topvoip shall be governed by the laws of New York without regard to its conflict of law provisions. 18.2. No Waiver of Rights Our failure to exercise or enforce any right or provision of this agreement will not constitute a waiver of the right or provision. topvoip reserves all of its rights at law and equity to proceed against anyone who uses the Services or Device illegally or improperly. All determinations by topvoip under this Agreement and exercise of its rights are made and done in our sole and absolute discretion. 18.3. No Third Party Beneficiaries If you are not a party to this Agreement, you do not have any remedy, claim, liability, reimbursement, or cause of action. This Agreement does not create any other third-party beneficiary rights 18.4. Entire Agreement This Agreement, the order, the applicable service description, the AUP, or any of the references herein to the content of topvoip ’s website constitutes the entire agreement between you and topvoip and governs your use of the Service, superseding any prior agreements between you and topvoip and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No changes to this Agreement, except as authorized herein, shall be binding upon either you or topvoip unless they are signed by the parties. 18.5. Severability If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. This invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this agreement. 19. DISPUTE RESOLUTION AND BINDING ARBITRATION 19.1. It is important that you read this entire section carefully. This section provides for the resolution of disputes through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. 19.2. Arbitration topvoip and you agree to arbitrate any and all disputes and claims between you and topvoip . Arbitration means that all disputes and claims will be resolved by a neutral arbitrator instead of by a judge or jury in a court. This agreement to arbitrate is intended to be given the broadest possible meaning under the law. It includes, but is not limited to: disputes and claims arising out of or relating to any aspect of the relationship between you and topvoip , whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory; disputes and claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); disputes and claims that may arise after the termination of this agreement; disputes and claims that are currently the subject of individual litigation; disputes and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and disputes and claims concerning the scope of this arbitration provision. References to “topvoip ,” “us” and “you” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of the Service under this agreement or any prior agreements between you and topvoip . 19.3. Informal Resolution of Disputes Our customer care department can resolve most customer concerns quickly and to the customer’s satisfaction. If you have a dispute or claim against us, you should first contact the topvoip customer care department at 212-461-4646. In the event your dispute or claim is not resolved to your satisfaction, you may seek to have that dispute or claim resolved as set forth below. 19.4. Formal Notice of Disputes A party who intends to seek arbitration must first send to the other party a written Notice of Dispute. 19.4.2. A Notice of Dispute to you must be sent to you by certified mail at the last mailing address that you registered with topvoip . 19.4.3. The Notice of Dispute must describe the nature and basis of the dispute or claim and set forth the specific relief sought. If you and topvoip do not reach an agreement to resolve the dispute or claim within thirty (30) days after the Notice of Dispute is received, you or topvoip may commence an arbitration proceeding. The amount of any settlement offer made by you or topvoip shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or topvoip is entitled. 19.5. Arbitrator and Arbitral Rules The arbitration shall be administered by the American Arbitration Association (“AAA”). You may contact the AAA by telephone 212-461-4646, by email at Web sitemail@adr.org, or by mail at 335 Madison Avenue, Floor 10, New York, New York 10017. The arbitration shall be governed by the AAA’s Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”), as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. 19.6. Waiver of Jury Trial You and topvoip agree that, by entering into this agreement, you and topvoip are waiving the right to a trial by jury. THE PROVISIONS OF THIS SECTION SHALL BE APPLIED TO THE FULLEST EXTENT OF THE LAW, BUT IF ANY PORTION OF THIS SECTION IS DETERMINED TO BE UNLAWFUL, THEN THIS SECTION SHALL BE CONSTRUED TO LIMIT LIABILITY AGAINST topvoip TO THE FULLEST EXTENT POSSIBLE UNDER THE LAW. 19.7. Waiver of Class Actions You and topvoip agree that the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and topvoip agree that you and topvoip may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You and topvoip agree that, unless you and topvoip agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific waiver of class actions provision, or any portion thereof, is found to be unenforceable, then the entirety of this dispute resolution and binding arbitration provision shall be null and void. 19.8. Statute of Limitations You must contact us within one (1) year of the date of the occurrence of the event or facts giving rise to a dispute (except for billing disputes which are subject to section 8 of the agreement), or you waive the right to pursue a claim based upon such event, facts, or dispute. 19.9. Exceptions to Arbitration Agreement You and we agree: (a) you may take your dispute to small claims court, if your dispute qualifies for hearing by such court; (b) if you fail to timely pay amounts due, we may assign your account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement; (c) you or we may take any disputes over the validity of any party’s intellectual property rights to a court of competent jurisdiction; (d) any dispute related to or arising from allegations associated with fraudulent or unauthorized use, theft, or piracy of service may be brought in a court of competent jurisdiction; and (e) either you or we may seek any interim or preliminary relief from a court of competent jurisdiction, necessary to protect the rights or property of you or topvoip , pending the completion of arbitration. 19.10. Modification of Arbitration Provision Despite section 20 or any other provision in this agreement to the contrary, if topvoip makes any substantive change to this arbitration provision, you may reject any such change and require topvoip to adhere to the language in this provision. 20. PRIVACY. 20.1 topvoip Service utilizes, in whole or in part, the public Internet and third-party networks to transmit voice and other communications. You acknowledge and understand that topvoip cannot guarantee that voice over IP communication is completely secure. You agree that topvoip may access all features of your account and the Service to determine whether the Service is being used fraudulently and/or in violation of this Agreement, and for any other purposes. YOU AGREE THAT topvoip SHALL NOT BE LIABLE FOR ANY LACK OF PRIVACY. topvoip is committed to respecting your privacy relating to personally identifiable information. Once you choose to provide personally identifiable information, it will only be used in the context of your relationship with topvoip . topvoip will not sell, rent, or lease your personally identifiable information to others. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, topvoip may disclose personally identifiable information. Please refer to our Privacy Policy for additional information. 21. EXPORT COMPLIANCE. 21.1 You agree to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Service. You agree to comply with applicable local, state and federal regulations governing the locality in which the Device and Services are used. 22. ASSIGNMENT. 22.1 topvoip may assign all or part of its rights or duties under the Agreement without notifying you. If we do that, we have no further obligation to you. You may not assign the Agreement or the Service or Device without our prior written agreement. 23. SURVIVAL. 23.1 The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations and disclaimers, resolution of disputes, billings and your obligation to pay for the Service provided and any additional usage charges, shall survive the termination of the Agreement and the termination of the Service. 24. CALEA. 24.1 topvoip intends to fully comply with the Communications Assistance for Law Enforcement Act (“CALEA”). By using the Service, you hereby agree and consent to topvoip ’s right to monitor and otherwise disclose the nature and content of your communications if and as required by CALEA without any further notice to you. 25. FORCE MAJEURE (EVENTS BEYOND topvoip ’S CONTROL) 25.1topvoip shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, riots, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties as may occur in spite of topvoip ’s best efforts. 26. SOFTWARE COPYRIGHT 26.1 Any software used by topvoip to provide the Service and any software provided to you in conjunction with providing the Service is protected by copyright law and international treaty provisions. You may not copy the software or any portion of it. 27. COPYRIGHT AND TRADEMARK; COPYRIGHT INFRINGEMENT; DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE 27.1 Our Website content, our materials, services, logs, service marks and trademarks are protected by trademark, copyright, or other intellectual property laws, and international treaty provisions. Infringement by you may result in civil or criminal prosecution. 28. TOPVOIP DELIVERY OF SERVICE AND PRODUCT 28.1. topvoip will provide products and services based on the customers' requirements. If the customer is located within a 50-mile radius of a physical topvoip location, they may be eligible for an onsite installation. The determination of eligibility for onsite installation will be made by topvoip . For all other installations, remote assistance will be provided. 28.2. Onsite Installations: topvoip 's Responsibilities: Deployment of all necessary telecommunication equipment Proper programming of all equipment according to customer requirements Testing of equipment to ensure proper functionality Configuration of call flow as per customer specifications Provision of login credentials to users for the communicator applications (Desktop and Mobile) Provision of access to equipment and application documentation for customer review Configuration of the network (if access is provided during installation) Customer's Responsibilities: Installation of Cat 5e or better cabling for each IP telephone Provision of sufficient, grounded power for each device Highly recommended: Uninterruptible Power Supply (UPS) and fault protection Internet or Wide Area Network (WAN) connectivity to support desired remote or interoffice VoIP, including appropriate firewall configuration and Quality of Service (QoS) mechanisms 28.3. Remote Installations: topvoip 's Responsibilities: Proper programming of all equipment according to customer requirements Testing of equipment to ensure proper functionality Configuration of call flow as per customer specifications Provision of login credentials to users for the communicator applications (Desktop and Mobile) Provision of access to equipment and application documentation for customer review Configuration of the network (if access is provided during installation) Customer's Responsibilities: Onsite installation assistance, including phone and server placement and user training Installation of Cat 5e or better cabling for each IP telephone Provision of sufficient, grounded power for each device Highly recommended: Uninterruptible Power Supply (UPS) and fault protection Internet or Wide Area Network (WAN) connectivity to support desired remote or interoffice VoIP, including appropriate firewall configuration and Quality of Service (QoS) mechanisms 29 CUSTOMER SUPPORT TERMS OF SERVICE 29.1) Duration: This agreement shall be in effect from the date of installation and will remain valid for a period of one (1) year or until terminated as specified in this agreement. 29.2) Performance: topvoip commits to utilizing warranties provided by Yealink and other manufacturers (referred to as "Manufacturers") to ensure the proper functioning of the telephone system under normal use and service conditions, provided the customer is not in violation of any provisions within this agreement. In the event of equipment defects arising from regular wear and usage, topvoip agrees to assist in repairing or replacing the equipment. However, this topvoip Care Agreement does not cover labor and material costs associated with equipment relocation, rearrangement, additions, or removals. Additional charges for such services will be billed according to topvoip 's prevailing rates. Hourly and overtime rates, including travel time charges, are outlined below. 29.3) Exclusions: This agreement does not cover parts damaged due to natural causes (e.g., lightning, water, flood, storm), power surges or brownouts, accidents, negligence, vandalism, abuse, misuse, theft, unauthorized modifications to equipment, failure to maintain environmental and electrical conditions as specified by the manufacturer, damage caused by the Host System or peripheral devices, or any damage resulting from customer fault, negligence, or omission. In such cases, this agreement is void, and the customer will be subject to topvoip 's standard hourly rates for any related services. 29.4) topvoip , as a New York company, undertakes to assist with Manufacturers' warranties for equipment purchased from topvoip and to provide replacement parts and properly trained technicians for servicing customers' telecommunications systems. If a part is not available in stock, topvoip will exhaust all available distribution channels to source the required parts. It is important to note that all shipping costs, including express shipping (next-day delivery) costs for replacement parts, will be the sole liability of the customer and will be billed to their account. 29.5) Equipment Failure defined: topvoip will respond to emergency service calls, which are defined as situations where there is a complete loss of incoming or outgoing telephone service or when the primary answering position is out of service. Regular maintenance services (non-emergency) will be provided during normal business hours (9:00 am to 5:00 pm, Monday through Friday, excluding weekends and holidays). Non-emergency service outside normal business hours, upon customer request, will be provided during the warranty period at topvoip 's prevailing rates for such services. The target response time is within four business hours. 29.6) Time and Place of Maintenance Work: Maintenance work will primarily be performed remotely using approved topvoip remote access technology. At the discretion of topvoip , work may be performed at the location of the equipment or at a topvoip facility. The customer is responsible for providing air conditioning, heat, light, and power at these locations. topvoip 's regular business hours are 9:00 am to 5:00 pm, Monday through Friday, Eastern Standard Time, excluding holidays. Services performed outside these normal working hours due to customer operational requirements will be invoiced in accordance with the rates specified in the agreement. 29.7) Reporting trouble: Customers may report any issues or difficulties by utilizing one of the following methods: Email: Troubles can be reported by sending an email to info@topvoippro.com Portal: Customers can log in to the support portal at Support.topvoip tech.com and submit a trouble ticket detailing the nature of the problem. Telephone: Customers can contact our dedicated support hotline at 212-461-4646 to speak with a customer service representative and report the issue. We encourage customers to promptly report any concerns they may have through these designated channels to ensure timely and efficient resolution of their technical difficulties. 29.8) Customer Assistance: The customer agrees to provide topvoip personnel or authorized representatives with all relevant information regarding the reported malfunction and to grant them access to the equipment as necessary for performing their duties under this agreement. The customer also agrees to provide remote access to the maintained equipment. 29.9) Unauthorized Maintenance: If any repair or maintenance service is performed on the equipment by unauthorized representatives while the equipment is covered under this agreement, and if, in the opinion of topvoip , such actions increase the maintenance requirements of the covered system, topvoip will notify the customer and may adjust the financial terms of this agreement at its discretion. topvoip may also choose to terminate this agreement at any time. 29.10) Limitation of Liability: topvoip shall be excused from fulfilling its obligations under this contract to the extent that it is prevented, hindered, delayed, or made impracticable due to acts of God, acts of government, acts or omissions of third parties, natural disasters, power outages, strikes, non-availability or backorder of parts, explosions, war, civil unrest, or any other cause beyond the reasonable control of topvoip . During the contract term, topvoip will maintain any supplied parts under the same terms and conditions as the equipment. topvoip disclaims all other warranties and conditions, expressed or implied, statutory or otherwise, pertaining to the services and materials provided. In no event shall topvoip be held liable, whether in contract, negligence, or any other legal theory, for any punitive, special, indirect, incidental, or consequential damages, including but not limited to loss of profit or loss of use, arising directly or indirectly from the use or inability to use the equipment, either separately or in combination with other equipment, or from any other cause, regardless of whether topvoip was informed of the possibility or certainty of such damages or losses. 29.11) Payment: The annual service maintenance charges specified in the Agreement must be paid in order for this Support Agreement to be valid. Unless otherwise specified, payments should be sent to topvoip electronically via credit card, ACH or wire transfer. Toll Fraud Disclaimer/Warning: While topvoip agrees to assist the customer with manufacturer recommendations and implement theft and security countermeasures to minimize the risk of toll fraud, topvoip cannot guarantee immunity from fraudulent intrusions or unauthorized use of the system, including but not limited to DISA, Auto Attendant, Voice Mail, RMATS, 800 and 900 services, and 10XXX numbers. The customer assumes all risks associated with fraudulent or unauthorized use or intrusion. topvoip advises the customer that such unlawful and unauthorized use is possible, and the customer accepts the associated risks. 29.13) Local Service Provider, WAN service problems: If a problem originates with the local service provider (e.g., Verizon), topvoip will not charge the customer for diagnosis if it takes 20 Mins or less. In such cases, topvoip will instruct the authorized user to contact the local service provider or their authorized agent to schedule repair service. If the diagnosis exceeds one hour for a local service provider problem, topvoip will provide service at a discounted rate, not exceeding 85% of the regular rates. 29.14) Modifications, Additions, or Changes (MAC): Modifications, additions, or changes to the customers' equipment may be made by mutual agreement between the parties named in this agreement, and the Support Agreement will be amended accordingly. All amendments must be in writing and signed by both parties, as this Support Agreement is governed by the laws of the State of New York. The signatory of this Agreement on behalf of the Customer warrants that they have full authority from the corporation, proprietorship, or partnership to sign this Agreement and bind the entity to its terms. The customer shall be liable for all sums due and owing to topvoip under this agreement, including attorney's fees and costs. This constitutes the entire agreement between the parties. 30. CANCELLATION POLICY 30.1 Once any of the Onboarding Agreements have been executed, by topvoip , all of the Agreements shall be binding on the Customer for the initial term. If, within the initial thirty (30) days after executing any of the Agreement(s) Customer elects to cancel the Agreement(s), The customer shall pay to topvoip an early termination fee as follows: MRC: The amount of the monthly recurring charge (“MRC”) for the first month plus any installation and set-up incurred by topvoip . PORT IN FEE: A fee of $5 per phone number will be charged for each number ported into topvoip . This fee applies to numbers ported within the initial 30 days from the signed Master Service Agreement. If no numbers are ported, no fees will be applicable. PORT OUT FEE: Refer to section 6.4 of our terms of service EQUIPMENT RESTOCKING FEE: The customer shall pay a Restocking Fee equal to 30% of the total cost of the equipment. INSTALLATION FEE: Customer shall be subject to a charge of $45 per user in the event that an onsite installation is provided. Similarly, a fee of $15 per user shall apply for remote installations. 30.2 If Customer cancels after the initial thirty (30) days after execution, Customer shall pay a penalty of the total contractual commitment remaining at the time of the cancellation. In addition to the MRC, Customer shall be responsible for any Non-Recurring Charges (“NRC”) as follows: PORT OUT FEE: Refer to section 6.4 of our terms of service. 30.3 If Customer ordered a T-1 Line or internet circuit as part of the service that he ordered from topvoip and canceled the order prior to installation, Customer shall be charged a $150.00 Processing Fee. If Customer cancels the T-1 or internet circuit following installation, Customer shall pay 100% of the remaining contractual amount. 30.4 All cancellation notices must be provided in written form and must bear the signature of the authorized party. Verbal cancellation will not be accepted and will not be considered valid under this agreement. If you decide to cancel services with topvoip corp, you are required to submit an executed notice with the date of cancellation, along with the subscriber name and phone number to be disconnected. This notice can be sent via fax, mail, scanned, or emailed. In the event of cancellation after the first day of the billing cycle, you will be responsible for paying the invoice for the full subscription month. However, you will retain the right to continue using the services until the last day of that billing cycle. 31. TERMS AND CONDITIONS FOR THE SALE AND RETURN OF HARDWARE Customer may return a Product for any reason within thirty (30) days of its delivery ("Return Period"), and topvoip will accept the return and issue a refund to the Customer for the price paid for the Product, subject to the conditions outlined below. The refund will include any applicable taxes, fees, duties, and similar charges that were paid by the Customer to topvoip and are refundable. However, please note that the refund will not include the shipping fees associated with the purchase of the Product. The refund amount will be determined by the condition of the returned Product, as solely assessed by topvoip . If, in topvoip 's sole discretion, the Product is deemed to be in a condition that prevents it from being resold, no refund will be provided, and the Product will be returned to the customer if requested. However, in such cases, the customer will be responsible for any associated shipping and return costs. All returned equipment must be issued an RMA (Return Merchandise Authorization) number prior to the return being accepted. To initiate a return, the Customer must contact topvoip via the channels provided in section 29.7 to arrange the process. Please be aware that all returns under this section are subject to a processing fee, referred to as the "Return Processing Fee." The Return Processing Fee covers the shipping charges associated with returning the Product and is set at a minimum of twenty-five US dollars (US$25.00) or a higher amount based on the actual Return shipping cost. This fee will be charged to the Customer by topvoip at the time of processing the return request. Additionally, if the return is processed within thirty (30) days following execution, the Customer will be responsible for paying a Restocking Fee equal to 30% of the equipment's cost. Please note that these terms and conditions apply specifically to the sale and return of hardware and may differ from other sections of this agreement. 32. DELIVERY, RISK OF LOSS, AND TITLE The customer agrees that all deliveries of Products (including deliveries after repair or replacement) will be made as follows: 32.1 Delivery. Unless topvoip provides Customer with express written confirmation of a different delivery term, all deliveries of Products will be made FCA (INCOTERMS 2010) at the delivery point specified by topvoip . Notwithstanding the agreed delivery term, topvoip may charge the Customer for shipping and handling charges, which may be reflected as a separate line item on topvoip ’s invoice. 32.2 Title and Risk of Loss. Title and Risk of Loss to all Products will pass to the Customer when the Products are transferred to a carrier at topvoip ´s designated shipping location. The title to Software provided under this Agreement will remain solely with topvoip and its licensors. Notwithstanding the foregoing, should Customer fail to pay topvoip for Products within thirty (30) days of shipment, Title may, in topvoip ’s sole discretion revert back to topvoip upon written notice to Customer. Any dates quoted for delivery of the Products are approximate only and topvoip shall not be liable for any delay in delivery of the Products however caused. Any Products may be delivered by topvoip in advance of the quoted delivery date upon giving reasonable notice to the Customer. If the destination of the Products is not in the same country as topvoip ’s designated shipping location, topvoip may arrange on behalf of the Customer, for its shipping vendor to deliver the Products in the destination country. The foregoing in the understanding that: the shipment of the Products to the destination country is permitted by topvoip , its Supplier, OEMs, and applicable regulations; The delivery term will remain FCA (Incoterm 2010) topvoip ’s designated shipping point; The customer remains responsible for all charges as described in Section 5(a); topvoip shipping agent accepts to manage the exportation and importation of the Products for the Customer; and, The customer will remain responsible for import and export regulations and compliance with applicable laws, including without limitation Section 15 Compliance with Laws of these terms. Claims for non-delivery of Products must be made in writing to topvoip within five (5) working days from: (i) the date of invoice; or (ii) receipt of partial delivery of the Products, if any. The customer agrees to notify topvoip promptly in the event Customer receives the invoice prior to receipt of the Products. The customer agrees to accept partial delivery of the Products ordered unless otherwise mutually agreed by the parties in writing. Where the parties agree in writing that a shipment must be sent complete, the Customer agrees to accept allocations of Product in the event of shortage by the Supplier. Where the Products are delivered in installments, each delivery shall constitute a separate Contract. Failure by topvoip to deliver any one or more of the installments in accordance with these Conditions or any claim by Customer in respect of any one or more installments shall not entitle Customer to treat a Contract as repudiated or to cancel any other installment. If Customer fails to take delivery of the Products within 48 hours after the scheduled date of shipment, or fails to give topvoip adequate delivery instructions in its Purchase Order, then, without prejudice to any other right or remedy available, topvoip may: store the Products until actual delivery and charge the Customer for the reasonable costs thereof, including insurance costs; Terminate the Contract forthwith and sell the Products; or Ship the Products by a freight forwarder to Customer´s business location business location indicated in the correspondent purchase order with Customer remaining responsible for all reasonable freight and insurance costs. Title and Risk of Loss will pass when the Products are transferred to the freight forwarder at topvoip ´s, or its Supplier’s, designated shipping location. Customer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract. The customer’s right to possess any Products, for which payment has not been made shall immediately cease: after the appointment of a receiver to its property; after it has been placed in liquidation o,r administration; when and if Customer makes an arrangement for the benefit of creditors generally, suffers or permits the appointment of an administrator, administrative receiver, or receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable bankruptcy laws; if the Customer is unable to pay its debts within the meaning of applicable bankruptcy and insolvency laws; if Customer, not being a company, has become bankrupt; or if Customer otherwise ceases to trade or threatens to cease to trade. 34. Publications & Specifications. Any and all specifications, descriptions, photographs, measurements, capacities or illustrations contained in any catalogs, price lists, brochures, leaflets, proposals, advertising matter, or publications of topvoip or a Supplier are intended to be illustrative and approximate only and shall not form part of a Contract or constitute a representation, warranty or condition regarding any Products unless specifically agreed by written agreement between the Customer and topvoip . No employee or agent of topvoip (or any entity acting on topvoip s behalf) has any authority to make any representation regarding the Products. Customer acknowledges that it has not been induced to accept these Conditions by any representations or statement, oral or written, not expressly contained herein. 35. Warranty. 35.1 Customer acknowledges that topvoip is not the Supplier of the Products. Therefore, all Products are sold subject to the express warranty terms, if any, specified by the original Supplier of the Products. Any software provided to the Customer under a Contract is subject to the licensing terms of the Supplier. topvoip will pass through to the Customer any warranties that it is expressly authorized by the original Supplier to pass through. 35.2 topvoip represents and warrants that title to all Products shall be free from security interests, liens, and encumbrances at the time of delivery to the Customer. However, topvoip does not provide any warranty against infringement of third-party intellectual property rights. Any warranties, conditions, or other terms implied by common law or statute in connection with these Conditions (except for the title, in the case of Products) are expressly excluded to the fullest extent permitted by law, except for fraudulent misrepresentation. 36. Warranty and Return Assistance. For all returned Products, whether pursuant to a Warranty Claim or otherwise, topvoip will initiate an RMA (Return Merchandise Authorization) request with the Supplier on behalf of the Customer, provided that the equipment was originally purchased from topvoip . Following the RMA request, topvoip will assess the device to determine if it is still within its return period or if it is still covered under the manufacturer's warranty period. If the unit is within its return period or covered under the manufacturer's warranty, topvoip will issue an RMA number and provide a shipping label to the Customer via electronic exchange. If any Products supplied to the Customer are found to be defective in quality or condition within the Supplier's warranty period, the Customer must promptly notify topvoip of the claim. topvoip will then inform the Customer whether the claim must be handled directly with the Supplier or through topvoip , based on the Supplier policy. If the claim is to be handled directly between the Customer and the Supplier, topvoip will provide contact information for the Supplier. If the claim will be handled by topvoip , the Customer will be provided with an RMA(Return Merchandise Authorization for returning the Products to topvoip , following topvoip 's RMA policy. Warranty Returns. Any Products returned pursuant to an RMA issued by topvoip must be shipped to topvoip within seven (7) working days from the date of the RMA. topvoip will issue an RMA number and provide a shipping label to the Customer via electronic exchange following an RMA request. The Customer authorizes topvoip to carry out any necessary tasks related to the repair or replacement of Products on their behalf under these Conditions. Unless topvoip arranges for Product collection using its own carrier, the Customer agrees that topvoip shall not be liable for any loss or damage to Products returned to topvoip Warranty Shipping cost During the initial ninety (90) days after the Customer's receipt of the Product, topvoip is responsible for all shipping fees associated with warranty claims, including the return of the defective Product and shipment of the replacement Product. After the initial ninety (90) day period, the Customer is responsible for any shipping costs for warranty claims. The Customer acknowledges that topvoip 's sole liability regarding any Product defect claims is limited to the administration of such claims with the Supplier. After the initial ninety (90) days, topvoip 's liability is contingent upon its ability to obtain a refund, credit, or replacement of Products from the Supplier. topvoip is not obligated to accept returns of Products if the Customer fails to comply with the Supplier's policy on Product returns. topvoip shall not be liable or responsible for administering any defect or claim arising from normal wear and tear, misuse, negligence, accident, abuse, unauthorized modification or alteration, or use in conjunction with a third-party product. topvoip reserves the right to determine whether any Products are defective. 37. RMA policy No Products may be returned to topvoip without a valid RMA number displayed on the packaging. Any Products returned without a valid RMA number will be refused or returned. topvoip is not obligated to ship replacement Products to the Customer until it receives the original Products being returned. However, for warranty claims made within the first ninety (90) days after the Customer's receipt of the Product, topvoip will process the claim according to Supplier procedures and ensure the shipment of a replacement Product to the Customer. Replacement Products may be new or used. After the first ninety (90) days, the Customer must contact the Supplier directly for any warranty repair or replacement services, unless otherwise directed by topvoip . 38. ACCEPTABLE USE POLICY This Acceptable Use Policy (“AUP”) governs use of topvoip ’s networks, services, systems, websites, software, hardware, and products (collectively, “Services”) by topvoip ’s customers (“Customers”) and their authorized users (collectively, including Customers, “Users”). Upon any violation or reasonably suspected violation of this AUP, topvoip shall be entitled to immediately suspend provision of the Services in a manner reasonably tailored to address the potential harm. Customer shall immediately report any violations of this AUP to topvoip and cooperate with topvoip to investigate and remedy such violations. Users shall not, and shall not authorize, encourage, assist, or enable any other party to engage in, any of the following in connection with the Services: 38.1) General Prohibitions - Violating applicable laws or regulations. - Using the Services in a manner that may expose topvoip or its suppliers to civil or criminal liability, or regulatory enforcement. Activities Impacting Security or Reliability - Damaging, interfering with, overburdening, or otherwise adversely impacting the availability, reliability, or stability of the Services or third-party systems or networks. - Attempting to circumvent or break any security mechanism of the Services, or using the Services in a manner that poses a security or other risk to topvoip , topvoip ’s suppliers, any User of the Services, or any third party. - Benchmarking, tampering with, unauthorized testing of, reverse-engineering, decompiling, or otherwise using the Services in order to discover limitations or vulnerabilities, or evade filtering capabilities. - Using the Services in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or other devices or systems in which malfunction of the Services would result in foreseeable risk of injury or death of the operator of the device or system, or to others. 38.2) Protecting Individuals’ Rights - Engaging in fraudulent, deceptive, inaccurate, or misleading activity with respect to third parties (including impersonation of identity or identifiers such as phone numbers or email addresses) or otherwise bypassing legitimate identification systems. - Using the Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses. - Engaging in spamming, or other unsolicited, unwanted, or harassing advertising, marketing or other activities, including any activities that violate applicable anti-spamming, data protection, or privacy laws and regulations, including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, the Telephone Consumer Fraud & Abuse Prevention Act, the Children’s Online Privacy Protection Act, or the Do-Not-Call Implementation Act. - Failing to obtain any legally required consent from applicable third parties (or, where required, their parents, representatives, or guardians) for the collection, use, and disclosure of the third parties’ personal data as described in the Privacy Policy. - To the extent that the Services are used to record or monitor calls or other communications, failing to comply with all applicable laws related thereto, including securing any required prior consents. 38.3) Telecommunications-Specific Limitations - Violating applicable standards, policies, or guidelines published by generally-recognized industry associations, such as, but not limited to, the Cellular Telecommunications Industry Association (including the CTIA Short Code Monitoring Handbook and Messaging Principles and Best Practices) and the Canadian Wireless Telecommunications Association (including the Canadian Common Short Code Application Guidelines). - Violating telecommunications provider or other service provider requirements as communicated by topvoip . - Using long virtual numbers or voice numbers to receive messages for the purposes of identity verification, bulk messaging, automated messaging, messages using automated dialing, or pre-recorded messaging, and the like. - Forwarding from a virtual number to a dead endpoint (i.e., if User forwards from a virtual number, User must make a reasonable attempt to receive or answer the message or call, as applicable). - Artificially inflating traffic (e.g., generating traffic that has been artificially increased to boost the revenue of an entity or network without offering any real benefit to the originator of the call), including inducement of third-party inbound calls or calls to toll-free numbers without a legitimate business purpose. - Having a high volume of unanswered phone calls, or phone calls (including text-to-speech communications) that are less than twelve seconds in length. - Using long virtual numbers provided by topvoip as identifiers for outbound calls, SMS messages, or other communications sent through providers other than topvoip . - Transmitting caller or sender identification for outbound communications via the Services where the originating User’s right to use such identification has not been validated. 38.3) Inappropriate or Harmful Content - Using, storing, uploading, downloading, submitting, transmitting, distributing, or facilitating the distribution of, any information that contains “inappropriate content,” including, but not limited to, content that: - May be considered libelous, slanderous, defamatory, threatening, sexually explicit, vulgar, profane, obscene, offensive, abusive, malicious or otherwise harmful to any person or entity, constitutes or promotes “hate speech,” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, language, or age. - Contains fraudulent offers for products or services, or any advertising or promotional materials that contain deceptive, false, or misleading statements, representations or claims, or false or inaccurate data, including the fraudulent use of credit cards. - Contains or transmits viruses, Trojan horses, worms or any other malicious, harmful, or deleterious programs, or similar destructive programming routines. - Promotes, markets, or otherwise relates to illegal activities or terrorism. - Infringes on, misappropriates, dilutes, or violates any intellectual property rights or other rights of third parties, including but not limited to trademark, copyright, patent, trade secrets, rights of publicity, and rights of privacy. - Constitutes or relates to “adult services” or content of an adult nature, including, without limitation, content that contains or depicts nudity, contains or depicts sexual activity, except where appropriate age-gating functionality has been implemented, such content is otherwise legal in the applicable jurisdiction, and only to the extent approved by topvoip . - Comprises or promotes alcohol, firearms, or tobacco content, except where appropriate age-gating functionality has been implemented and such content is otherwise legal in the applicable jurisdiction. - Contains sensitive financial or identification information or documents. - Contains “protected health information” as defined by the United States’ Health Insurance Portability and Accountability Act of 1996 as amended, except in connection with and in compliance with an active Business Associate Agreement with topvoip , or as covered by the “conduit exception” or other applicable exception to requiring a Business Associate Agreement. API Platform-Specific Limitations In connection with the API Platform Services only: - Offering or purporting to offer any services that allow the User to connect with emergency services personnel or public safety answering points such as 911, E911 services, or local equivalents. - Bundling, aggregating or otherwise combining in any way any messages originating from any other telephone number, or engaging in group messaging; each number shall only be used for messages originating and terminating to such single, unique telephone number. - Reselling, sublicensing, renting, or time-sharing the Services or any portion of the Services (including, without limitation, data received through the Number Insight or Verify Services) without topvoip ’s express and specific prior written consent. - Making the Services available to anonymous users; or failing to obtain, maintain, or (upon topvoip ’s request) provide to topvoip , reasonable “Know Your Customer” information in compliance with applicable law for each User, including for each User (whether an individual or legal entity) at least its name, address, verified e-mail address, method of payment, and payment information, and where the User is a legal entity, the User’s state or country of formation, contact person, and company registration number. - Sending a substantial amount of voice traffic, as reasonably determined by topvoip , only to specific regions or number ranges within a country in a manner that would cause topvoip to incur material costs beyond those incurred by topvoip when sending similar quantities of voice traffic equally spread across all regions and number ranges within such country. - Using the Services in any manner that results in charges to topvoip by third parties, such as originating access charges, dip charges, collect calls, calls made to NPA-976-XXX or 900-XXX-XXXX numbers, or any other number or service where the calling party is billed for the call by the calling party’s provider on behalf of the terminating provider or its customer; or otherwise calling or sending messages to premium number ranges without topvoip ’s prior written consent in each instance. - Violating country-specific requirements and restrictions for SMS Services (here) or voice Services (here). 38.4) Applications Services-Specific Limitations In connection with the Application Services only: - Removing or Blocking Communications. topvoip may remove or block communications including calls to certain countries determined solely by topvoip if topvoip suspects a violation of this AUP, or if topvoip deems it necessary in order to protect the Services, topvoip ’s network, employees, Users or third parties from harm, fraud, and/or if required by applicable law. topvoip may take such action without advance notice if required to protect topvoip and other Users in topvoip ’s sole discretion. Any permitted removal of blocks to certain countries requires a written waiver of liability by Customer. - Fair and Reasonable Use. topvoip ’s business service plans and features are for normal, reasonable business use and consistent with the types and levels of usage by typical customers on the same business calling plan. "Typical" refers to the calling patterns of at least 95% of topvoip ’s business Customers on the same business calling plan. Certain calling and messaging plans, including unlimited calling and messaging plans, are designed for normal commercial use and are not intended to represent typical usage by unique organizations such as call centers (unless purchasing the topvoip Contact Center Services), resellers, fax messaging services, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services. Unauthorized or excessive use beyond that normally experienced by other topvoip customers may cause extreme network capacity and congestion issues and interfere with topvoip 's network and the third party networks with which topvoip connects for call initiation and completion services. - Evaluation of Usage. The following is a non-exhaustive list of impermissible uses under topvoip 's calling plans that are considered outside of normal use, whether obtained directly from topvoip , an authorized reseller, or from a co-branded topvoip partner: - Resale to others; - Without live dialog, including use as a monitor or for transcription purposes; - Iterative dialing; - Fax broadcast or fax blasting; - Telemarketing uses not pre-approved by topvoip in writing, further subject to compliance with applicable laws; - Bulk call-in lines (e.g., customer support or sales call centers unless Customer has purchased the topvoip contact center service, “hotlines,” 900 numbers, sports-line numbers, etc.); and - Call or contact center uses not used in conjunction with topvoip pre-approved contact center systems or software platforms, or not otherwise pre-approved by topvoip in writing. - Review of Usage. topvoip reserves the right to review usage of the Services to ensure that Users are not abusing or excessively using the Services. - As a guide, in combination with other factors as described herein, Customer may be considered to be in violation of this AUP when any of the following occur: - Aggregate outbound domestic long-distance calling exceeding 3,000 minutes per Unlimited Extension or Premier seat per month pooled across all customer Unlimited Extension or Premier seat lines; - Non-Bundled Toll-Free Number (TFNs): Aggregate inbound domestic toll-free calling exceeding 500 minutes per Unlimited Extension toll free number or Premier seat toll free number per month pooled across all customer toll free number lines; - Bundled TFN: The monthly TFN minutes and charge for the bundled TFN service is determined based upon the bundle package purchased by Customer. If Customer’s usage exceeds the bundled minute allotment, Customer will be charged a $0.037 USD/minute overage charge; - Facsimile pages exceeding 500 pages pooled across all customer facsimile lines per month (excluding Personal Fax); or - Personal facsimile pages exceeding 500 pages per personal fax line per month (assigned to a single extension). - If Customer's usage is excessive or abusive based on the above, topvoip reserves the right to charge, and Customer agrees to pay, a per minute fee as follows: - Outbound domestic long-distance calling - $0.05USD per minute - Facsimile pages - up to $0.09 USD per facsimile page - Bundled TFN - $0.05 USD/minute - Flat Rate/Unbundled TFN - $0.09 USD/minute - topvoip will afford Customer the opportunity to correct abnormal usage patterns, but if Customer fails to immediately conform to normal use after topvoip ’s notice, topvoip reserves the right to charge the above-reference usage amount(s), and topvoip may exercise its right to transfer Customer's service to a more appropriate calling plan, charge applicable rates for that plan, implement other limitations, or suspend or terminate the relevant topvoip Services pursuant to this AUP and the Service Terms. - Prohibited Use. In addition, the Services may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses under this AUP or otherwise applicable to the Services): - Spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail or faxes simultaneously); - Bulk call-in lines (e.g., customer support or sales call centers unless Customer has purchased the topvoip call center service, “hotlines,” 900 numbers, sports-line numbers, etc.); - Auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place outbound calls); or - Use an email box exclusively as storage space for data. - topvoip reserves the right to review Users’ accounts at any time for potential abuses of this AUP. topvoip may determine abnormal or abusive usage as stated herein. If topvoip determines that Users have violated this AUP, topvoip may invoice the Customer and Customer shall pay a per-minute or per-page fee for excessive use as described above. - Backup Wireless Service. Any Backup Wireless Service offered by topvoip is not intended to be used as Customer’s primary internet access source. It is to be used only as a backup/failover service in the event Customer’s primary internet connectivity is materially degraded or unavailable. In the event topvoip determines that Customer is utilizing the Backup Wireless Service as primary access and not as a backup service (whether or not such plan contemplates overage charges), topvoip reserves the right to suspend or terminate such Service with prior written notice to Customer, and Customer shall be liable for all costs and charges associated with any such use, including any overage and other charges and costs incurred by topvoip . topvoip also reserves the right to throttle or reduce Service as needed due to Customer’s recurring overages or prohibited use or in order to protect its network, its obligations to its wireless carriers and mitigate its costs, which may adversely impact Customer’s other topvoip Services, in which case topvoip shall not be liable to Customer for such impacts or be subject to service credits or Customer’s termination rights on account of such actions. topvoip shall not be responsible for any Service issues arising from such improper use including but not limited to service level credits, outages and degradation of call quality. - SMS/Texting. (for customers who signed up on or after July 1, 2022). SMS/Texting provided by topvoip is not meant to be unlimited, and topvoip is now required to comply with the new 10 DLC requirements, which includes placing a daily limit on the amount of SMS/Texting messages that is available to ensure the highest speed and deliverability of messages possible. 10 DLC stands for 10 Digit Long Code. It is the new standard for A2P messaging in the US, which applies