Terms and Conditions

SIGNING UP FOR PACIFIC BELL BUSINESS VOIP SERVICE CREATES A CONTRACT BETWEEN YOU AND US, CONSISTING OF THE ORDER, THE APPLICABLE SERVICE DESCRIPTION AND THIS AGREEMENT. ANY ONE OF THE FOLLOWING ACTIONS CONSTITUTES YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS: (1) ACCEPTING THE TERMS AND CONDITIONS ELECTRONICALLY DURING THE ORDERING PROCESS AND/OR UPON LOGGING ON TO USE YOUR SERVICE, (2) YOUR SUBMISSION OF AN ORDER, (3) YOUR USE OF THE SERVICE DESCRIBED HEREIN. THROUGH THESE ACTIONS YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT.

1. INTRODUCTION

These Pacific Bell Business VOIP Service Terms and Conditions, together with any Pacific Bell Business Service Agreement, end-user license agreement, end-user service agreement, other terms and conditions, operating rules, policies, price schedules, or other supplemental documents entered into between you and Pacific Bell Business or that are otherwise applicable to your services and/or expressly incorporated herein by reference and published from time to time (collectively, the “Agreement”), constitutes the entire agreement between Pacific Bell, Inc., a Delaware corporation (hereinafter referred to as “we,” “us” or “Pacific Bell Business”) and the party set forth in the related registration order form (hereinafter referred to as “you,” “user” or “Customer”) regarding Pacific Bell Business Service (as defined herein), and supersedes all prior agreements, discussions and writings between the parties regarding the subject matter of this Agreement. For purposes of this Agreement, the term “Pacific Bell Business” 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.

2. DEFINITIONS

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). Notice of revisions to the Agreement shall be posted on the Pacific Bell Business Website (“the Website”) and deemed given and effective on the date posted to the Website. Pricing is also subject to change at any time (except during the initial term of a Minimum Commitment Contract such as a Pacific Bell Business Service Agreement), with or without notice. Any pricing adjustment will be reflected in an invoice provided to you at the time of the pricing adjustment for your account. If you do not agree to a revision or pricing change, you must terminate your Service immediately, subject to the Termination provisions provided in this Agreement. By continuing to use the Service after revision(s) and/or pricing changes are in effect, you hereby accept and agree to all such revisions and/or pricing changes.

4. CUSTOMER REPRESENTATIONS

You represent and warrant that your primary residence or business address is in the United States. 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 if for business use, you are authorized to act on behalf of your company. You understand that Pacific Bell Business 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 Pacific Bell Business whenever your personal or billing information changes (including, but not limited to, your name, address, e-mail address, telephone number, and payment method, including credit card number and expiration date, if applicable). You agree to be financially responsible for your use of the Service as well as for use of your account by others.

5. USE OF SERVICE AND DEVICE

You represent and warrant that your primary residence or business address is in the United States. 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 if for business use, you are authorized to act on behalf of your company. You understand that Pacific Bell Business 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 Pacific Bell Business whenever your personal or billing information changes (including, but not limited to, your name, address, e-mail address, telephone number, and payment method, including credit card number and expiration date, if applicable). You agree to be financially responsible for your use of the Service as well as for use of your account by others.

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:

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 Pacific Bell Business. The Service is subject to different regulatory treatment than telephone 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.

(1) RELOCATION OF YOUR VOIP EQUIPMENT: IF YOU RELOCATE THE EQUIPMENT THAT YOU USE TO ACCESS PACIFIC BELL BUSINESS VOIP SERVICE, YOU MUST UPDATE YOUR REGISTERED LOCATION. IF YOU DO NOT UPDATE YOUR REGISTERED LOCATION, ANY 911 CALL YOU MAKE USING PACIFIC BELL BUSINESS VOIP SERVICE WILL BE ROUTED BASED ON YOUR PREVIOUSLY PROVIDED REGISTERED LOCATION AND THEREFORE MAY NOT BE ROUTED TO THE APPROPRIATE PUBLIC SAFETY ANSWERING POINT FOR YOUR CURRENT LOCATION. ONCE YOU NOTIFY PACIFIC BELL BUSINESS OF A CHANGE IN YOUR REGISTERED LOCATION, THERE MAY BE A DELAY IN MAKING THE NEW REGISTERED LOCATION AVAILABLE TO PROPERLY ROUTE 911 CALLS AND TO ADVISE EMERGENCY PERSONNEL OF YOUR REGISTERED LOCATION.

(2) RE-REGISTRATION REQUIRED IF YOU CHANGE YOUR NUMBER OR ADD OR PORT NEW NUMBERS: YOUR PACIFIC BELL BUSINESS VOIP 911 SERVICE WILL NOT FUNCTION IF YOU CHANGE YOUR PHONE NUMBER OR IF YOU ADD OR PORT NEW PHONE NUMBERS TO YOUR ACCOUNT, UNLESS AND UNTIL YOU SUCCESSFULLY REGISTER YOUR LOCATION OF USE FOR EACH CHANGED, NEWLY ADDED OR NEWLY PORTED PHONE NUMBER AND RECEIVE CONFIRMATION FROM PACIFIC BELL BUSINESS.

(3) INTERNET CONNECTION FAILURE: IF THERE IS AN INTERRUPTION OF YOUR BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE, YOU WILL NOT HAVE ACCESS TO PACIFIC BELL BUSINESS VOIP SERVICE DURING THAT INTERRUPTION AND THEREFORE WILL NOT HAVE ACCESS TO 911 SERVICE DURING THAT INTERRUPTION. IN ADDITION, SINCE THE SERVICE IS DEPENDENT ON THE BROADBAND CONNECTION, THE AVAILABILITY OF AN ADEQUATE POWER SUPPLY AND CORRECT EQUIPMENT CONFIGURATION, PACIFIC BELL BUSINESS DOES NOT GUARANTEE THAT THE SERVICE WILL BE CONTINUOUS OR ERROR-FREE. PACIFIC BELL BUSINESS WILL NOT OFFER CREDITS FOR SERVICE FAILURES DUE TO POWER OUTAGES OR DISRUPTIONS IN YOUR BROADBAND CONNECTION.

(4) EQUIPMENT FAILURE AND MISCONFIGURATION
PACIFIC BELL BUSINESS VOIP SERVICE WILL NOT FUNCTION IF THE EQUIPMENT ON YOUR PREMISES OR ANY EQUIPMENT INCLUDING SOFTWARE, NETWORK ETC. IN OUR LOCATIONS (OFFICES, DATA CENTERS) FAILS FOR ANY REASON INCLUDING BUT NOT LIMITED TO HARDWARE OR SOFTWARE FAILURES OR MISCONFIGURATION EITHER BY PACIFIC BELL BUSINESS, THE CUSTOMER AND/OR ANY OF OUR VENDORS.
PACIFIC BELL BUSINESS DOES NOT AND CANNOT GUARANTEE THAT THE SERVICE WILL BE CONTINUOUS OR ERROR-FREE. YOU ACKNOWLEDGE AND UNDERSTAND THAT A FAILURE OF EQUIPMENT CAN OCCUR AND IT IS YOUR SOLE RESPONSIBILITY TO RETAIN ALTERNATIVE MEANS OF COMMUNICATION.

(5) LOSS OF ELECTRICAL POWER: PACIFIC BELL BUSINESS VOIP SERVICE WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER AND YOU WILL NOT HAVE PHONE SERVICE OR 911 SERVICE DURING ANY POWER OUTAGE.

(6) NON-VOICE SYSTEMS: PACIFIC BELL BUSINESS VOIP SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS AND MEDICAL MONITORING EQUIPMENT. BY SIGNING UP FOR PACIFIC BELL BUSINESS VOIP SERVICE YOU WAIVE ALL CLAIMS AGAINST PACIFIC BELL BUSINESS FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY PACIFIC BELL BUSINESS VOIP SERVICE.

(7) CALLS OUTSIDE THE U.S.: IF YOU MOVE YOUR PACIFIC BELL BUSINESS VOIP SERVICE EQUIPMENT OUTSIDE OF THE UNITED STATES, YOUR 911 SERVICE WILL NOT WORK. CHECK THE EMERGENCY CALLING PROCEDURES FOR THE COUNTRY WHERE YOU ARE LOCATED TO DETERMINE THE CORRECT EMERGENCY CALLING PROCEDURES.

(8) TERMINATION OF SERVICE: 911 SERVICE WILL NOT BE AVAILABLE IF YOUR SERVICE HAS BEEN CANCELLED OR TERMINATED BY YOU OR BY PACIFIC BELL BUSINESS. You acknowledge and understand that a service outage due to suspension of your account as a result of billing issues or any other reason, including, but not limited to those reasons described elsewhere in this Agreement, will prevent ALL Service, including the limited emergency response service.

(9) FREE VERSION LIMITATIONS: You acknowledge and understand that if you are utilizing a free version of Pacific Bell Business software that does not contain any voice usage features or functionalities, you will be unable to make any calls, including using the 911 service. If you are using a free version of Pacific Bell Business software that does include voice usage and you have exhausted the voice calling minutes included with your free version or your phone number has been removed from your account for non-use, you acknowledge and understand that you will also be unable to make any calls, including using the 911 service.

(10) NETWORK CONGESTION AND/OR REDUCED SPEED FOR ROUTING EMERGENCY CALLS: You acknowledge and understand that calls made using the limited emergency response service of Pacific Bell Business may be subject to network congestion and/or reduced routing speed and the call may fail.

(11) OTHER LIMITATIONS: THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING PACIFIC BELL BUSINESS VOIP SERVICE’S E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE PACIFIC BELL BUSINESS VOIP SERVICE E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE PACIFIC BELL BUSINESS NETWORK, THERE IS A POSSIBILITY THAT A PACIFIC BELL BUSINESS 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL TELEPHONE NETWORKS. IN ADDITION, A LOCAL OR NATIONAL DISASTER AND SUBSEQUENT SPIKE IN THE NUMBER OF CALLS MAY RESULT IN LONG CONNECTION TIMES, BUSY SIGNALS OR FAILURES TO CONNECT.

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.

No Directory Listing. The phone numbers you get from us will not be listed in any telephone directories. However, any phone numbers you transfer from your local phone company may be listed.

Incompatibility with Other Services.

Use Outside of the United States. As previously noted there are limitations with the Service’s access to 911. Pacific Bell Business Service does not provide access to emergency services in any country outside of the United States. Pacific Bell Business disclaims any obligation to provide you with access to emergency services in any jurisdiction other than the United States.

Substitution and Discontinuation of Services. Pacific Bell Business may, in its sole discretion, discontinue or substitute any service, feature or functionality without your prior approval. If Pacific Bell Business discontinues a service, feature or functionality, or fails to substitute a service, feature or functionality with an equivalent service, feature or functionality, then upon your written request, Pacific Bell Business will reduce the fees assessed to your account by the amount that you specifically pay for any such discontinued or substituted service, feature or functionality. Notwithstanding the foregoing, Pacific Bell Business may include with or add to your account certain services, features and/or functionalities on a trial, temporary or otherwise limited basis. Pacific Bell Business reserves the right to discontinue any such services, features and/or functionalities without notice and without compensation to you, and/or to charge you a fee as a condition of your continued use of any such services, features and/or functionalities.

Free Software Offering. From time to time, Pacific Bell Business may make a free, feature-limited version of the Software (a “Free Version”) available to You.

8. LENGTH OF SERVICE

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 (the “Subscription Date”). It is not the day you receive the Device 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.

2. Automatic Renewal. The Service will automatically renew for subsequent terms of the same length as the initial term, excluding any promotional months or initial or renewal term extensions, unless you cancel your Service by providing Pacific Bell Business with notice as provided in Section 8.5 of this Agreement at least thirty (30) days before the end of the then-current service term. Each renewal term begins on the day after the last day of the previous term. Any and all fees assessed to your account during the initial term and any renewal terms will be charged to your payment method on file, which may include any payment method automatically updated by your issuing bank. If you are paying by credit card and your credit card is declined, invalid, or payment is not timely made by the issuer of your credit card, without further notice Pacific Bell Business reserves the right to automatically recharge the payment method until payment is received, the payment method is updated, or the Service is discontinued for nonpayment.

3. Our right to disconnect. You understand and agree that Pacific Bell Business has the right to suspend, terminate or disconnect any part of Your Service generally at any time if:

4. All 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.

5. Termination of Service. In order to terminate the Service, contact our Customer Care Department, via email at billingcenter@PacificBell.com or by calling 1-800-722-9128 at least thirty (30) days prior to the expiration of the current service term. Please refer to the Pacific Bell Business Cancellation Policy posted on our Web site at http://pacificbell.com/cancellationpolicy. If you provide notice of termination less than thirty (30) days prior to the end of your then-current term, your Agreement will renew as provided herein, and the termination of your Services will be effective at the end of that renewal term.

9. DEVICES

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.

2. Rented Devices. For the purposes of this section “Rented Devices” means any Device leased to Customer by Pacific Bell Business or Pacific Bell Business agents or any other third-party with or without a separate charge or fee in connection with the Services.

3. Section 9.1 above will not apply to Rented Devices.
Unless otherwise agreed upon, Customer agrees that within thirty (30) days after the expiration of the Term of any Device Rental Agreement or termination of this Agreement, Customer will promptly return all Rented Devices to Pacific Bell Business. Customer will be responsible for (i) any damage to the Rented Devices as assessed by Pacific Bell Business upon receipt, (ii) the replacement cost of such Rented Devices if it is lost, misplaced, not delivered or stolen during transit, and (iii) shipping/handling costs.
Customer agrees to pay the full retail cost for the repair or replacement of any Rented Device or part that is lost, stolen, damaged, modified, sold, transferred, leased, encumbered or assigned together with any costs incurred by Pacific Bell Business in obtaining or attempting to obtain possession of any Rented Devices.

4. Promotional Devices. Devices included in a service offering at a discount or at no charge may be previously used, refurbished or reconditioned equipment. Unless otherwise provided in a Minimum Commitment Contract, discounted and free Devices not returned upon cancellation of the Service will be charged to the customer. See Cancellation policy for details.

5. Replacement of a Defective Device. Devices purchased from Pacific Bell Business will be covered by their respective factory warranties, if any, only. Pacific Bell Business does not offer any warranty in addition to, or in replacement of any factory warranties. If a factory warranty applies, then prior to returning the equipment, you must contact Pacific Bell Business at support@PacificBell.com so that Pacific Bell Business may determine whether a defect exists and to receive an RMA number, which is required along with the return. You must ship the equipment to the manufacturer at the address provided by Pacific Bell Business 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 in accordance with the factory warranty, if any. 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 Pacific Bell Business will charge you for the second device or for the missing parts.

6. 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 support@PacificBell.com for return instruction.

7. 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.

8. Prohibited Devices. You are prohibited from using the Services with any devices other than Pacific Bell Business approved devices received from retailers or from us.

9. All Headset Sales Are Final. Headsets, earpieces, in-ear monitors, microphones and similar devices are not eligible for return or refund unless otherwise required by law. All purchases of these types of products are final and non-refundable.

10. FEES AND CHARGES

1. Fees and Charges. Your fees and charges may change from time to time, with or without notice (except pricing will not change during the initial term of a Minimum Commitment Contract). Any pricing adjustment will be reflected in an invoice provided to you at the time of the pricing adjustment for your account. We may introduce or otherwise make available new and/or existing products and services at special introductory pricing. Introductory pricing will not be applied retroactively to existing services and may be applied for only limited periods of time. At our discretion, we may change, reduce, or discontinue introductory pricing. Certain service charges, such as Regulatory Recovery Fees, Universal Service Fund fees, and E911 fees, are subject to change from time to time and such changes are applicable to ALL Customers regardless of a Minimum Commitment Contract.

2. Billing increments. All billing policies are defined by the specific package the customer chooses. Please refer to the Web site for exact billing policies.

3. Taxes. Taxes Customer is responsible for, and shall pay are any applicable federal, state, municipal, local or other governmental sales, use, excise, Universal Service Fees, value-added, personal property, public utility and other taxes, fees and charges now in force or enacted in the future, that arise from or as a result of Customer’s subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Device and will be billed to you. If Customer is exempt from payment of such taxes, you will provide Pacific Bell Business with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date Pacific Bell Business receives such certificate.

4. Charges for Directory Calls (411). We will charge you $1.25 for each call you make to Pacific Bell Business directory assistance.

5. Charges for Calls from Public Payphones. We reserve the right to charge you for any tolls or fees resulting from calls you receive from public payphones.

6. Activation Fee. One-time activation fees and any other installation fees that may apply are specified on the Web site and vary by product and plan chosen.

7. Regulatory Recovery Fee.  A Regulatory Recovery Fee shall be charged monthly to offset costs incurred by Pacific Bell Business in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The Regulatory Recovery Fee may apply to every phone number assigned, including toll free and virtual numbers.

8. Reinstatement Fee. Reinstating any service deactivated for non-payment of fees shall result in a reinstatement fee up to $25.

9. Returned Check Fee. Pacific Bell Business may charge up to the maximum amount permitted by law if your banking institution dishonors or reverses a check, draft, or other payment.

11. BILLING AND PAYMENT

1. Billing. We will charge you in advance for each term of service. If you have selected a free trial offering, we will commence charging you for that Service at the expiration of the free trial period, unless you terminate the free trial offering prior to the expiration of the trial period. If not terminated prior to the end of the trial period, this Service will be added to your account for the remainder of your term, and any subsequent removal of the Service will be subject to Pacific Bell Business Cancellation Policy, as well as any and all applicable early termination fees. In the event that you do terminate a free trial offering prior to the expiration of the trial period, Pacific Bell Business may, without prior notice to you, immediately terminate your access to the free trial offering. Any failure by Pacific Bell Business to immediately terminate your access to the free trial offering shall not be considered a waiver of the right to do so later. You further agree that you will not access or attempt to gain access to any free trial offering after the termination of your free trial period. When you subscribe to that Service, you must give us a valid email address and a payment method 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 cancelled and replaced on account of loss or theft. Except for usage-based charges, we will bill in advance to your payment method all charges, fees, taxes, and surcharges for each service term. Fees may also include activation fees, porting fees, early termination fees (“ETF”), reinstatement fees, and returned check fees. We reserve the right to charge all fees to your payment method. 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 customer portal and emailed to the email address on record. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month; or (ii) the highest rate allowed by law. Pacific Bell Business acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly)) will not waive, limit, or prejudice in any way Pacific Bell Business rights to collect any amount due. Pacific Bell Business may terminate the Services and this Agreement for non-payment if any fees or charges are not paid within thirty (30) days of the due date.

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.

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 and charges due to insufficient credit.

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.

5. Billing Disputes. You must notify Pacific Bell Business 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 Pacific Bell Business 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: billingcenter@PacificBell.com. Pacific Bell Business will charge a late fee as described in Section 11.1 for a disputed amount if (1) it was not paid by the due date and (2) Pacific Bell Business determines that you disputed the charge in bad faith.

6. Prepaid Services.  All prepaid fees being provided to you as described in any quote or order form and other payments by you under this Agreement are non-refundable and non-creditable.

12. PRICING AND PAYMENT

1. Prices and Fees. Pacific Bell Business 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, Device charges, shipping and handling and other nonrecurring charges will be charged to your payment method on file. Recurring charges will be billed and automatically charged to your payment method on file 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.

2. YOU AGREE THAT WE MAY CHARGE YOUR CREDIT CARD (IF APPLICABLE) FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT. If you are paying with a credit card, 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. If your issuing bank automatically provides us with an updated credit card, you agree that we may charge this new credit card for all amounts due to us without additional notice or consent. You also agree to indemnify us for any claims, damages or expenses resulting from providing a debit card instead of a credit card (if applicable). 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.

3. 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 upon 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 by contacting our Customer Care Department at 1-800-722-9128 or by email to support@PacificBell.com. Any credit balance used as of your subscription renewal or monthly anniversary date will be charged to the payment method on file.

4. Credit Terms. All Services provided to You and covered by the Agreement shall at all times be subject to credit approval or review by Pacific Bell Business. You will provide such credit information or assurance as is requested by Pacific Bell Business at any time. Pacific Bell Business, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

5. Discontinuation of Service for Nonpayment. The Service to you may be denied or discontinued without notice at any time in the event you fail to make payment, 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 payment method fails for any reason during the ordering process, or any regular or monthly billing process, you will have 24 hours to provide Pacific Bell Business your payment method, including credit card information if applicable. If the payment method is not resolved within 48 hours, Pacific Bell Business will deactivate the Service. If your new payment method is approved within 24 hours, your calling plan and billing cycle will remain unchanged. We reserve the right to modify the per minute calling plan at any time. You agree to pay all charges owed to Pacific Bell Business, including but not limited to the reinstatement fee for reactivated services. In the event Pacific Bell Business 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.

6. Promotions and Discounts. Pacific Bell Business may limit the number of promotions and/or discounts you may be eligible for in a given period. Promotions and discounts may be cancelled or modified, and discounts may be reduced or eliminated, by Pacific Bell Business at any time, with or without notice (except with respect to discounted pricing during the initial term of a Minimum Commitment Contract).

7. Cancellation Policy.Pacific Bell Business cancellation policies are outlined in the Cancellation Policy posted at our Web site at www.PacificBell.com/legal and are incorporated into this policy with this reference. All cancellation requests must be submitted in the form of an email ticket to billingcenter@PacificBell.com or by calling our Customer Care Department at 1-800-722-9128 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 the day following posting to our Web site.

13. Acceptable Use Policy

You agree to comply with the Pacific Bell Business Acceptable Use Policy (“AUP”), which is posted on our Web site at www.PacificBell.com/legal 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 the day following posting to our Web site.

14. MANAGEMENT OF YOUR DATA AND COMPUTER.

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. Pacific Bell Business will only provide technical assistance with respect to your Pacific Bell Business provided Adapter.

2. Monitoring of Network Performance. Pacific Bell Business 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 Pacific Bell Business 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.

3. Storage of User Information. Pacific Bell Business is not obligated to store Your communications logs, voicemails, faxes, e-mails, or other messages and does so only as a convenience to You. You agree that Pacific Bell Business has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, e-mails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that Pacific Bell Business may establish limits as to the size of communications that Pacific Bell Business transmits or stores and the duration for which Pacific Bell Business stores any communications.

15. LIMITATION ON WARRANTIES, REMEDIES AND LIABILITY, INDEMNIFICATION.

1. WARRANTIES

2. LIMITATION OF LIABILITY

16. INDEMNIFICATION AND WAIVER OF CLAIMS.

1. INDEMNIFICATION

17. CONTENT

You are liable for all liability 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.

1. Governing Law. This Agreement and the relationship between you and Pacific Bell Business shall be governed by the laws of California without regard to its conflict of law provisions. Any claim brought pursuant to this Agreement shall be brought in a court of competent jurisdiction within the State of California and venue for any such claim shall be proper in the appropriate state or federal court located in Los Angeles County, California.

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. Pacific Bell Business 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 Pacific Bell Business under this Agreement and exercise of its rights are made and done in our sole and absolute discretion.

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.

4. Entire Agreement. This Agreement, the Order, the applicable service description, the AUP, or any reference herein to the content of Pacific Bell Business websites constitute the entire agreement between you and Pacific Bell Business and govern your use of the Service, superseding any prior agreements between you and Pacific Bell Business and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

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 unenforceability will not invalidate or render unenforceable any other portion of this agreement.

19. DISPUTE RESOLUTION AND BINDING ARBITRATION.

1.It is important that you read this entire section carefully. This section provides for resolution of disputes through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury.

2. Arbitration. Pacific Bell Business and you agree to arbitrate any and all disputes and claims between you and Pacific Bell Business except with respect to claims for amounts owed for services rendered. 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 Pacific Bell Business, whether based in 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 “Pacific Bell Business,” “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 Pacific Bell Business.

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 Pacific Bell Business Customer Care Department at (800) 722-9128 and provide in detail, including documents or analysis supporting your position, the basis of your claim. Customer care shall be provided with 14 days in which to research and respond to your claim.. 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.

4. Formal Notice of Disputes A party who intends to seek arbitration must first send to the other party a written “Notice of Dispute” setting forth in detail, including submission of supporting documentation, the grounds of your dispute. The Notice of Dispute to Pacific Bell Business must be sent to Pacific Bell Business, attention “General Counsel,” by certified mail addressed to 8 The Green Ste A, Dover DE 19901.

1. 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 Pacific Bell Business do not reach an agreement to resolve the dispute or claim within thirty (30) days after the Notice of Dispute is received, you or Pacific Bell Business may commence an arbitration proceeding. The amount of any settlement offer made by you or Pacific Bell Business shall be non-discoverable and shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Pacific Bell Business is entitled.

5. Arbitrator and Arbitral Rules. The arbitration shall be administered by the American Arbitration Association (“AAA”). You may contact the AAA by telephone at 1-800-778-7879, by email at AAAUniversity@adr.org, or by mail at 2415 E. Camelback Road, Suite 700, Phoenix, AZ 85016. The arbitration shall be governed by the AAA’s Commercial Arbitration Rules then in effect (collectively, “AAA Rules”), as modified by this Agreement. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.

6. Waiver of Judge or Jury Trial. You and Pacific Bell Business agree that, by entering into this agreement, you and Pacific Bell Business are waiving the right to a trial by judge or jury.

7. Waiver of Class Actions. You and Pacific Bell Business 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 Pacific Bell Business agree that you and Pacific Bell Business 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 Pacific Bell Business agree that, unless you and Pacific Bell Business 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.

8. Statute of Limitations. You must present a claim 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 10 and 11 of the agreement), or you waive the right to pursue a claim based upon such event, facts, or dispute.

9. Exceptions to Arbitration Agreement. Notwithstanding the obligation to arbitrate and any other provisions to the contrary herein, you and we agree that with respect to claims for unpaid invoices: (a) we may take our dispute to small claims court, if the contained 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 Pacific Bell Business, pending the completion of arbitration.

10. Modification of Arbitration. If Pacific Bell Business makes any substantive change to this arbitration provision, you may reject any such change and require Pacific Bell Business to adhere to the language in this provision.

11. Venue/Jurisdiction. All claims for Arbitration shall be submitted to and heard by the office of AAA located in Maricopa County, Arizona. Should an evidentiary hearing be required by the Arbitrator, such hearing shall be heard in Maricopa County, Arizona.

20. PRIVACY

Pacific Bell Business 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 Pacific Bell Business cannot guarantee that voice over IP communication is completely secure. You agree that Pacific Bell Business 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 PACIFIC BELL BUSINESS SHALL NOT BE LIABLE FOR ANY LACK OF PRIVACY. Pacific Bell Business 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 Pacific Bell Business. Pacific Bell Business 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, Pacific Bell Business may disclose personally identifiable information. Please refer to our Privacy Policy for additional information.

21. EXPORT COMPLIANCE

You agree to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security. You also expressly agree that Customer shall not export, directly or indirectly, re-export, divert, or transfer any portion of the Service or Device, including, without limitation, to any destination, company, or person restricted or prohibited by U.S. export controls.

22. RECORDING CONVERSATIONS.

Certain Pacific Bell Business Services provide a function that allows You to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, You are required to obtain consent from all parties to record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Pacific Bell Business expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Pacific Bell Business from and against any damages or liabilities of any kind related to Your recording of any telephone conversations using the Services. You agree that Pacific Bell Business, may at its sole discretion, record any call between Pacific Bell Business and You (your company) for Pacific Bell Business quality control purposes.

23. ASSIGNMENT

Pacific Bell Business 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.

24. SURVIVAL

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.

25. CALEA

Pacific Bell Business intends to fully comply with the Communications Assistance for Law Enforcement Act (“CALEA”). By using the Service, you hereby agree and consent to Pacific Bell Business 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.

26. COMPENSATION PROGRAMS

Pacific Bell Business markets its services through multiple sales channels, including through marketing partnerships, referral programs and sales representative relationships with third parties. We may pay compensation to such third parties in connection with your purchase of services from Pacific Bell Business.

27. FORCE MAJEURE (EVENTS BEYOND PACIFIC BELL INC CONTROL)

Pacific Bell Business 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 Pacific Bell Business best efforts.

28. SOFTWARE COPYRIGHT

Any software used by Pacific Bell Business 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. Furthermore, you may not delete, alter, cover, or distort any copyright or other proprietary notices or trademarks provided to you as part of the Service.

29. COPYRIGHT, TRADEMARK, AND INTELLECTUAL PROPERTY; COPYRIGHT INFRINGEMENT; DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE.

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.

The entire content included in this Website, including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright or intellectual property laws and is the property of, or used under license by, Pacific Bell Business.

Pacific Bell Inc trademarks are always changing. Some of our trademarks include, but are not limited to:

Pacific Bell
Pacific Bell Business
Pacific Bell Office

Pacific Bell Connect

All trademarks, service marks, and trade names (collectively the “Marks”) are trademarks or registered trademarks of and are proprietary to Pacific Bell Inc , or other respective owners that have granted Pacific Bell Inc the right and license to use such Marks.

Nothing in this website/document or your subscription to, or licensing of, any Pacific Bell Business products or services grant any right, title, proprietary or ownership interest in any Pacific Bell Inc intellectual property Marks, copyrights, patents, trade secrets, or other intellectual property.

30. LICENSE BY CUSTOMER TO USE FEEDBACK

1. Customer hereby grants to Pacific Bell Business a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Pacific Bell Business Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the improvement, operation, or use of Customer’s Services.

2. Pacific Bell Business may identify you (by name and logo) as a Pacific Bell Business customer on our website and on other promotional materials. You hereby grant Pacific Bell Business an irrevocable, non-exclusive, royalty free license to utilize your name, trademark(s), trade name(s) and other intellectual property for this limited purpose and as otherwise agreed by you in writing.

31. CUSTOMER DATA

Pacific Bell Business does not own: (i) any data, information or material that Customer submits to Pacific Bell Business in the course of using the Service; or (ii) outputs which are specifically provided to Customer during the usual course of providing the Service except to the extent that such outputs incorporate Pacific Bell Business Intellectual Property (“Customer Data”). Customer hereby grants to Pacific Bell Business a limited, non-exclusive, worldwide, royalty-free license to Customer Data for Pacific bell Business to provide Services. Customer, not Pacific Bell Business, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Pacific Bell Business shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Upon termination of Customer’s Service, Customer’s right to access or use Customer Data immediately ceases, and Pacific Bell Business shall have no obligation to maintain or forward any Customer Data. At our sole discretion, Pacific Bell Business may retain Customer Data in accordance with Pacific Bell Business data retention policies and our Privacy Policy.

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