July 1st, 2019
These Terms of Service for IronVoice ("Agreement") is a legal agreement between you (either an individual or an entity that you are representing) and HeavyLogic and its suppliers and licensors (collectively "HeavyLogic" or "IronVoice") for the IronVoice Services ("Services"). The Services include product changes, upgrades, support and other services. You may only receive the Services if you are a Service subscriber in good standing with a valid, authorized payment method on file with IronVoice.
YOU UNDERSTAND THAT YOU MUST OBTAIN YOUR OWN INTERNET CONNECTION IN ORDER TO USE THE SERVICES AND THAT WE DO NOT CONTROL YOUR INTERNET PROVIDER OR THE QUALITY OF YOUR CONNECTION.
The IronVoice Services are provided on a monthly basis, with an automatic monthly renewal unless you give us notice of cancellation in accordance with these Terms of Service. You agree to pay IronVoice the recurring monthly service charges, setup charges and usage charges, if applicable, for your use of the Services plus any applicable taxes. You agree to provide us with a valid email address and a valid payment method. You must advise us immediately if your email address changes and/or payment method changes or expires. Failure to comply may result in the immediate termination of Services. You authorize IronVoice to automatically bill the credit or debit card you provided. Except for usage based fees, all fees are due in advance the first day of each billing period. All usage based charges and any other non-recurring charges, including international calls are due the first day of each billing period following the month they were incurred. You agree to pay for all Equipment, setup fees, and first months of Service upon activation. All payments are completely non-refundable. Failure to pay in full will result in immediate account suspension and IronVoice shall have no liability for such suspension under any circumstances. Accounts will be reactivated, at IronVoice's sole discretion, only when the account balance is paid in full. Reconnect fees may apply. You acknowledge that in the event of any account termination or cancellation, all numbers associated with your account are released and may not be available to you upon your reactivation. You agree that IronVoice may receive updated information about your account from the financial institution issuing your credit or debit card. IronVoice will assess a late charge if your payment is more than 10 days past due. IronVoice may modify the Service fees payable by you upon at least thirty (30) days of notice to you, whether such notice is written, an email, voice mail or by publishing them on the IronVoice website. That amount is also due immediately. You are responsible and liable for any fees, including attorney and collection fees, that IronVoice may incur in its efforts to collect any remaining balances from you. You also agree that you will be billed for and will pay any outstanding balances if you cancel the Services, or the Services are terminated. Invoices will be made avaialble in the Administrator Portal only. You agree to notify IronVoice about any billing problems or discrepancies within 30 days after they first appear on your account statement. If you do not bring them to IronVoice's attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies. All transactions are charged in US dollars (USD). Please remember that orders placed with us will be converted from USD to your currency by your credit card company when they process the transaction. IronVoice cannot be held responsible for any adverse currency fluctuations.
IronVoice may modify the terms of this Agreement or the Services, including but not limited to the price, content or nature of the Services, upon notice to you. In the event IronVoice modifies the Agreement or the Services, you may terminate the Services. IronVoice may terminate this Agreement and any Services at any time upon notice to you, provided that you will be entitled to receive the Services for any period for which you have already paid, or a pro-rata refund at IronVoice's sole discretion. IronVoice may provide notice by e-mail or by publishing the changes on its website. This Agreement will automatically terminate if you fail to comply with any term. No notice shall be required from IronVoice to effect such termination. Upon any termination of this Agreement (whether by you or IronVoice), you shall immediately discontinue use of the Services. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.
You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. b) You may only use the Services for your own use. You may not use the Services in any way to provide, or as part of, any commercial service or application. c) You may not attempt to, in conjunction with, any device, software program or service, circumvent technological measures employed to control access to the Service. d) In addition to any other remedies available in equity or law to IronVoice, failure to comply with any of the terms and conditions herein shall immediately terminate the Services.
The IronVoice nation-wide network is monitored and managed 24x7x365. Any service-wide issues will be addressed promptly. Any outages or conditions that affect more than one customer will be posted and can be viewed through the Administrator Portal.
IronVoice provides responsive best-effort technical support to customers Monday through Friday (except Federal holidays) from 8:00a until 8:00p Central Standard Time.
SUPPORT WILL NOT BE PROVIDED FOR ANY THIRD PARTY PRODUCTS OR SERVICES. THIS INCLUDES ANY INTERNET CONNECTIVITY OR ASSOCIATED NETWORKING EQUIPMENT, IRONVOICE WILL NOT CONTACT ANY OF THESE PROVIDERS OR VENDORS ON YOUR BEHALF.
All support or customer service requests are initiated through the Administrator Portal by contacting the Helpdesk or any member of your Dedicated Support Team. Detailed information may be required to properly service a request and progress may halt until the requested information is provided.
IronVoice will strive to complete all requests within one (1) business day.
The IronVoice support ecosystem requires a current generation web browser.
While most Fair Uses for our Services are permitted by IronVoice, there are certain uses that cause extreme network capacity issues and interference with the network. Any use of the Services or any other action that causes a disruption in the network integrity of IronVoice services or its vendors, whether directly or indirectly, is strictly prohibited and could result in suspension or termination of the Services. Examples of such prohibited uses include, but are not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcasting, fax blasting, telemarketing or any other activity that would be inconsistent with business usage. You agree that you will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of IronVoice services. You agree and represent that you are purchasing the Services and/or the Equipment for your own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of IronVoice.
IronVoice reserves the right to review usage of unlimited minute usage plans to ensure that you are not abusing such plans. You agree to use unlimited minute plans for normal voice or fax calls and will not employ methods or devices to take advantage of unlimited plans by using the voice or fax services excessively or for means not intended by IronVoice. IronVoice may suspend or terminate service immediately if, in its sole discretion, you are abusing the unlimited minute plan.
IF OVER A THIRTY DAY PERIOD YOUR UNLIMITED USAGE EXCEEDS MORE THAN THREE (3) TIMES THE AVERAGE LEVEL OF USAGE OF IRONVOICE CUSTOMERS OVER THE SAME THIRTY DAY PERIOD, YOU WILL BE IN VIOLATION OF THE IRONVOICE FAIR USE POLICY. IN SUCH CASES YOU WILL BE AUTOMATICALLY BILLED AT THE CURRENT PER UNIT RATE.
ADDITIONALLY, IF OVER A THIRTY DAY PERIOD YOUR UNLIMITED USAGE EXCEEDS OUR COST OF PROVIDING SERVICES, YOU WILL BE IN VIOLATION OF THE IRONVOICE FAIR USE POLICY. IN SUCH CASES YOU WILL BE AUTOMATICALLY BILLED AT THE CURRENT PER UNIT RATE.
You may be required to purchase telecom equipment in order to utilize the Services. Procuring and maintaining that equipment is your sole responsibility. IronVoice may, at your request, facilitate the provision of Equipment from a third party supplier. All equipment sales are final. While we suggest some equipment brands and facilitate your purchase of some equipment as an accommodation, the original equipment manufacturer - and not IronVoice - shall be responsible for any equipment defects, if applicable. IronVoice shall have no liability to you of any nature regarding such equipment. Please check the Equipment provider 's website for warranty, return rules and other terms and conditions applicable to such third party Equipment supplier. Customer is responsibile for all shipping charges and applicable sales tax.
Analog Devices; IronVoice relies on an end-to-end packet based voip network and as such is not designed to support analog devices. Fax machines and modems are analog devices and were not designed or intented for packet based networks and as such we cannot not guarantee their reliability. You acknowlege that you have no claim against IronVoice for interruption or disruption of such devices and any associated systems.
Electronic Faxing; While all IronVoice numbers are capable of sending and receiving faxes we have no way to guarantee the reliable transmission of faxes through other carriers. You acknowlege that using this feature is for convienience only and that you have no reliability claim against IronVoice.
To let you know what new Services are available from time to time, IronVoice will send you e-mails describing the latest Services, how to get access to the Services and changes to the Services. You agree that as a Service subscriber, IronVoice may send you such e-mails to the address you provide. Because these e-mails are necessary for you to receive the Services, you will receive these e-mails even if you have opted out of receiving other e-mail from IronVoice. If you do not want to receive these e-mails, you may cancel the Service at any time as provided in this Agreement.
Porting numbers from IronVoice -- If you request your new service provider to port a number from us with the intent of cancelling your IronVoice services, you are required to inform us of your intent to terminate all the Services on your account per the cancellation policy and you will continue to be responsible for all the charges and fees associated with the remaining Services on your IronVoice account. Once the port of the requested number is completed, you must remove or request to be removed the ported numbers from your account to prevent further billing.
Request for IronVoice to Port numbers -- If you request that IronVoice port a number from an existing service provider to IronVoice, IronVoice will use commercially reasonable efforts to assist you in the porting of such number. You acknowledge that service providers require verification of identity, as well as authorization and other reasonable information in order to port any numbers to IronVoice. You must correctly complete a letter of authorization, provide us with a copy of your most recent bill from such service provider, as well as provide us with any other information required by such service provider to port your number. Failure to provide any information requested by IronVoice or the third party services provider will delay the porting of the number to IronVoice. IronVoice shall not be responsible for any delay in the port of your number and will not provide credit for any such delays.
IronVoice does offer a Enhanced 911 dialing service that is different in a number of important ways from traditional 911 services. When you dial 911, your call is routed from the IronVoice network to the Public Safety Answering Point (PSAP) or local emergency service personnel designated for the address that you listed at the time of activation. IronVoice relies on third parties for the routing and forwarding of 911 calls and the information underlying such routing, and accordingly IronVoice and its third party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect. Neither IronVoice nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to 911 dialing. You agree to indemnify and hold harmless IronVoice and its third party provider from any claim or action arising out of misroutes of 911 calls, including but not limited to your failure to follow correct activation procedures for 911 calling or your provision to IronVoice of incorrect information in connection therewith.
You acknowledge and understand that 911 dialing does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service and 911 dialing will not function until power is restored. A power failure or disruption may require you to reset or reconfigure equipment prior to utilizing the Service or 911 dialing.
You acknowledge and understand that service outages or suspension or termination of service by your Internet Service Provider or by IronVoice will prevent ALL Service including 911 dialing.
You acknowledge and understand that service outages due to suspension of your account as a result of billing issues will prevent ALL Service, including 911 dialing.
You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.
Failure to provide the current and correct physical address and location of your Equipment will result in any 911 communications you may make being routed to the incorrect local emergency service provider. This must be the actual physical street address where you are located, not a post office box, mail drop or similar address.
You acknowledge and understand that 911 dialing does not function if you change your phone number or (for such newly added or ported numbers) if you add or port new numbers to your account, unless and until you have successfully notified IronVoice of the correct address for your changed, newly added or newly ported number.
You acknowledge and understand that 911 dialing does not function properly or at all if you move or otherwise change the physical location of your Equipment to a different street address, unless and until you have successfully notified IronVoice of such change in location and the correct address. Failure to provide the current and correct physical address and location of your Equipment will result in any 911 dialing you may make being routed to the incorrect local emergency service provider
Due to the technical constraints on the manner in which it is possible to provide the 911 dialing feature for IronVoice Service at this time, you acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of a 911 communication made utilizing your Equipment as compared to traditional 911 dialing over traditional public telephone networks. You acknowledge and understand that 911 dialing from your Equipment may be routed through a third party. You acknowledge and accept that IronVoice relies on third parties for the forwarding of information underlying such routing, and accordingly IronVoice and its third party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect. IronVoice or its officers or employees, may not be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of IronVoice.
You acknowledge that IronVoice does not offer primary line or lifeline services. You should always have an alternative means of accessing traditional 911 services.
You acknowledge that the Equipment and Services do not support 911 emergency dialing or other emergency functions. You agree to notify any user of the Services, who may place calls using your phone services, of the 911 limitations. IronVoice advises you to maintain an alternative means of accessing traditional 911 services such as traditional telephones and cellular phones.
THE SERVICES ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IRONVOICE FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IRONVOICE OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES EVEN IF IRONVOICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH IRONVOICE RELATED TO THIS AGREEMENT OR THE SERVICES/CONTENT SHALL BE CANCELLATION OF THE IRONVOICE SERVICES. IN THE EVENT A COURT AWARDS DIRECT DAMAGES DESPITE THE FOREGOING, SUCH DAMAGES SHALL NOT EXCEED THE LESSER OF $250.00 OR THE AMOUNT YOU PAID TO IRONVOICE WITHIN THE LAST SIX MONTHS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IRONVOICE DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH IRONVOICE.
You agree to hold harmless, indemnify and defend IronVoice, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have violated any terms of this Agreement.
Additionally, you acknowledge and understand that IronVoice's liability is limited for any Service outage and/or inability to dial 911 from your line or to access emergency service personnel, as set forth in this document.
This Agreement is personal to you (or the company which you represent), and may not be assigned without IronVoice's express written consent. If you are agreeing on behave of a company, you represent that you are authorized to bind the company under this Agreement.
You and IronVoice agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this Agreement, the Services, or your use of the Services (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or IronVoice toward the other, shall be final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators. You and IronVoice also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. You and IronVoice may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate IronVoice's intellectual property rights, or may cause continuing or irreparable harm to IronVoice (including, but not limited to, any breach that may impact IronVoice's intellectual property rights, or a breach by reverse engineering), IronVoice may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. You and IronVoice must commence an arbitration by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period (If applicable law prohibits a one-year limitations period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.). To the fullest extent permitted by applicable law: no arbitration under this Agreement shall be joined to an arbitration involving any other current or former customers of IronVoice, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and IronVoice); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and IronVoice). This Agreement shall be governed by the laws of the State of Delaware and the Federal Arbitration Act, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware.
This Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by IronVoice or not. The acceptance of any purchase order is expressly made conditional on your consent to the terms set forth herein and any additional terms in your purchase order or similar document shall be null and void. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of IronVoice. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. IronVoice is not liable for editorial, pictorial, or typographical errors in this communication.