1.1 Term

Service is offered on a term which begins on the date that CALLSY NETWORK LLC activates your Service and ends on the day before that same date in the final year of said term. Unless otherwise specified the Term of this Agreement will automatically be renewed for 1 Year, upon expiration of any existing contracted term, until such a time as service and terms are renegotiated by the Customer or a 30 day written notice of termination is received by CALLSY NETWORK LLC. Customer is purchasing service for full year terms, meaning that if you attempt to terminate services prior to the end of a term, you will be responsible for early termination fees equal to 100% of the full monthly recurring charges for all terminated services to the end of the then-current term, in addition to all unbilled charges, waived fees, and term discounts, all of which immediately become due and payable. The early termination fee becomes due and payable immediately upon termination and will be billed directly to the Customer, or to Customer's credit card for those customers who elect the credit card billing option unless terminated for material breach of this Agreement. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.

1.2 Use of Service and Equipment – Acceptable Use Policy and Prohibition on Resale

(a) If you have subscribed to CALLSY NETWORK LLC’ Services with “Managed Hardware”, you are not to resell or transfer the Service or Equipment to any other person for any purpose, without express written permission from CALLSY NETWORK LLC in advance.

(b) You agree not to use CALLSY NETWORK LLC Service for auto-dialing, continuous or extensive call forwarding, fax broadcasting or fax blasting. CALLSY NETWORK LLC reserves the right to immediately terminate or modify the Service, if CALLSY NETWORK LLC determines, in its sole discretion, that Customer’s Service is being used for any of the aforementioned activities.

(c) CALLSY NETWORK LLC reserves the right to terminate Service or bill for any usage that exceeds 5,000 minutes of use per line or channel, per month on any Service provided.

1.3 Lawful Use of Service and Equipment

(a) Prohibited Uses (a) Prohibited Uses You agree to use the Service and Equipment only for lawful purposes. Without limitation, you agree not to use the Service or Equipment for transmitting or receiving any communication or material of any kind which in CALLSY NETWORK LLC sole judgment the transmission, receipt or possession of such communication or material: (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law (the uses described in clauses (i) and (ii) above are collectively referred to as “Prohibited Uses”). CALLSY NETWORK LLC reserves the right to terminate your service immediately and without advance notice if CALLSY NETWORK LLC has proof that you are using the Service or Equipment for a Prohibited Use. Upon any such termination, you shall continue to be responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable and may at CALLSY NETWORK LLC discretion be immediately charged to your credit card. You are liable for any and all use of the Service and/or Equipment by yourself and by any person making use of the Service or Equipment provided to you and agree to indemnify and hold harmless CALLSY NETWORK LLC against any and all liability for any such use. If CALLSY NETWORK LLC, has proof that you have used the Service or Equipment for a Prohibited Use, CALLSY NETWORK LLC may forward the objectionable material, as well as your communications with CALLSY NETWORK LLC and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

(b) Use of Service and Equipment by Customers Outside the United States While we permit use of the Service within the United States to place and receive calls to and from other countries, CALLSY NETWORK LLC does not presently support the use of Services located in other countries. If you remove the Equipment to a country other than the United States and use the Service from there, you do so at your sole risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all charges, fees, fines, taxes, regulatory charges or penalties resulting from use of the Service and/or Equipment outside the United States by yourself or any person making use of the Service or Equipment provided to you and agree to indemnify and hold harmless CALLSY NETWORK LLC 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, you will be solely liable for such violation and agree to indemnify and hold harmless CALLSY NETWORK LLC against any and all liability for such violation. CALLSY NETWORK LLC does not guarantee that the Service or Equipment will operate outside the United States. CALLSY NETWORK LLC does not provide 911 Service outside the United States.

1.4 Theft of Service

You agree to notify CALLSY NETWORK LLC immediately, in writing or by calling the CALLSY NETWORK LLC customer support line, if the Equipment is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you call or write, you must provide your account number and a detailed description of the circumstances of the Equipment theft or fraudulent use of Service. Failure to do so may result in the termination of your Service and additional charges to you. Until such time as CALLSY NETWORK LLC receives proper notice of the theft or fraudulent use, you will be liable for all use of the Service using Equipment stolen from you and any and all fraudulent use of the Service.

1.5 Equipment Purchase

All hardware, such as telephones, firewalls and terminal adapters must be certified for the CALLSY NETWORK LLC network, Any equipment purchased from CALLSY NETWORK LLC 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 CALLSY NETWORK LLC’ customer support department. You are responsible for the cost and risk of return shipping of equipment. If you receive cartons and/or Equipment that is visibly damaged, you must note the damage on the carrier’s freight bill or receipt and keep a copy. In such event, you must keep the original carton, all packing materials and parts intact in the same condition in which they were received from the carrier and contact CALLSY NETWORK LLC’ customer support department immediately. To obtain a return authorization number, you must contact CALLSY NETWORK LLC’ customer support department at (https://www.callsynetworkllc.com/contact.php).

1.6 Number Transfer on Service Termination

Upon termination of the Service, CALLSY NETWORK LLC will release a telephone number that was ported in from a previous service provider to CALLSY NETWORK LLC by you or a telephone number provided by CALLSY NETWORK LLC for the sole purpose of using them in conjunction with Service provided by CALLSY NETWORK LLC, and used in connection with your Service provisioned by CALLSY NETWORK LLC to your new service provider, if such new service provider is able to accept such number, and provided that: (i) your account has been terminated; (ii) your CALLSY NETWORK LLC account is current including payment for all charges and disconnect fees; and (iii) you request the transfer upon terminating your account.

1.7 No 0+ Calling; May Not Support x11 Calling

CALLSY NETWORK LLC’ Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). CALLSY NETWORK LLC’ 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.

1.8 Directory Listings

You acknowledge and understand that the Service does NOT support traditional 911 or E911 access to emergency services. CALLSY NETWORK LLC does offer a limited 911-type service available, only on certified equipment as described herein. You acknowledge and understand that 911-type dialing is NOT automatic, that you 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. CALLSY NETWORK LLC 911 dialing cannot be used in conjunction with a CALLSY NETWORK LLC Soft Phone application and is only available on CALLSY NETWORK LLC-certified.

2. CHANGES TO THIS AGREEMENT

CALLSY NETWORK LLC 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 CALLSY NETWORK LLC. CALLSY NETWORK LLC must provide proof that such changes are mandatory while the customer is under contract. Notices will be considered given and effective 30 days after they are duly posted to the “Service Announcements” section of CALLSY NETWORK LLC’ website . Such changes will become binding to Customer on the date posted to the CALLSY NETWORK LLC website and no further notice by CALLSY NETWORK LLC is required. It is Customer’s responsibility to review Service Announcements for any recent updates. This Agreement as posted supersedes all previously agreed to electronic and written terms of service, including without limitation any terms included with the packaging of the Equipment, including without limitation any written terms enclosed within the packaging of the Equipment.

2.1 Traffic Profile for Voice Services

CALLSY NETWORK LLC retail rates are based upon a standard profile of the distribution of traffic for retail customers. If we provide retail domestic or international outbound voice services, or Toll Free services to you under one or more Master Service Orders or under this Agreement, we reserve the right to review your voice services profile on a periodic basis and adjust rates based on that profile. If access costs for your traffic are higher than the average costs based upon a standard traffic profile, we may increase the net rate per minute for your retail voice services upon written notice to you. Our average access costs will be calculated for the same period used to analyze your traffic. In addition, we reserve the right to review your voice services access profile on a periodic basis and review whether your average call duration exceeds one (1) minute. If for any reason your average call duration falls below one (1) minute, we reserve the right to analyze the financials of the existing traffic and either: (i) increase rates; (ii) terminate the Service.

3. GOVERNING LAW / RESOLUTION OF DISPUTES
3.1 Governing Law

The Agreement and the relationship between you and CALLSY NETWORK LLC shall be governed by the laws of the State of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 6.1, you and CALLSY NETWORK LLC 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 CALLSY NETWORK LLC to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

3.2 Entire Agreement

This Agreement and the CALLSY NETWORK LLC countersigned Master Service Order constitute the entire agreement between you and CALLSY NETWORK LLC and govern your use of the Service, superseding any prior agreements between you and CALLSY NETWORK LLC 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 CALLSY NETWORK LLC unless and until posted in accordance with Section 3 hereof.

3.3 Severability

If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.