SIPcaster

1 Terms and conditions

This is an agreement for the business phone, Conference Bridge and virtual fax services provided by TXM Telecom Solutions (TXM) to you or your company (Subscriber). Any of the following actions constitutes you acceptance to the agreement terms. (i) your initialization of the Service, either on the telephone or web page, through the use of your Number and phone password, (ii) your registering for Service on our Web page and selecting "I Accept" as part of the registration process, or (iii) your signature on a TXM Setup Form, (iv) your signature on this document.

Service Term
The agreement begins in the moment your service is provisioned and the Subscriber is assigned a number or provided with access to the system portal. This agreement will automatically renew each month.

This contract has a mandatory term of 1 month, if the Subscriber cancels the service before this mandatory term; it must pay the remaining days up to the 1 month term.

2 Service terms

TXM will provide the customer with the contracted services that might include a business telephone system to route incoming calls to multiple telephone extensions, including features as call forwarding, three way calling, call transfer that may vary due to conditions beyond the control of TXM including the type and condition of the Customer's equipment. Service is subject to interruption or limitation due to factors such as: network capacity limitations, installation, repair, modification to the network, restrictions by TXM's long-distance providers, TXM's efforts to combat fraudulent use, non-payment, or other legitimate business and operational reasons. Service is furnished on the condition that there will be no fraudulent use or abuse of the Service. Any attempt by Customer to abuse or to fraudulently use Service may result in the immediate termination of Service.

3 Equipment

TXM will include desk telephone sets, one per contracted extension during the term of this contract, the phones are property of TXM and lent to the Subscriber to make use of the service, when the service is terminated, the subscriber will return the phones to TXM in good shape considering the reasonable use, any abuse or damage will be paid by the Subscriber.

4 Flat-rate usage policy.

TXM flat-rate services are designed for the standard office business users in a way that they can make all local and domestic calls they need in the understanding that a company has a mixture of low usage, standard and high usage users. High traffic businesses as call centers. Telemarketing and support centers are not allowed in flat-rate plans. Flat-Rate Plans cannot, under any circumstances, be used for call-in lines, call centers, trunking (to a PBX or otherwise), continuous or extensive call forwarding, autodialing, fax blasting, telemarketing (including without limitation charitable or political solicitation and/or polling), junk faxing, fax spamming, or other high volume or multi-person calling or faxing purposes.

We may monitor the use of the service and TXM reserves the right to block, suspend or terminate the service it we think this agreement is violated or abused.

5 Legal usage policy.

You may use our Service and your Device only for lawful, proper and appropriate purposes. You may not use our Service or your Device in any way that is illegal, improper or inappropriate. A non-exhaustive list of examples of illegal, improper or inappropriate uses of our Service and/or Devices includes:
5.1 Interfering with our ability to provide Service to you or other customers, or avoiding your obligation to pay for the Service.
5.2. Use of the Service to threaten, abuse, harass, defame, deceive, defraud or invade another’s privacy or engage in any similar behavior.
5.3. Use of our Service or your Device for: auto-dialing; continuous or extensive call forwarding, fax or voicemail broadcasting or blasting.
5.4. Use of our Service or your Device to: impersonate another person; send bulk unsolicited messages; use robots, data mining techniques, or other automated Devices or programs to catalog, download, store, or otherwise reproduce or distribute information from our Service or use any automated means to manipulate our Service.
5.5. Violating any law, rule, or regulation; violate any third party’s intellectual property or personal rights; or exceed your permitted access to our Service.
5.6. Use of the Service for transmitting or receiving any communication or material of any kind which would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or encourage conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law.

6. Right of Termination.

TXM reserves the right to terminate your Service immediately and without advance notice if TXM, in its sole discretion, believes that you have violated restrictions in this agreement, leaving you responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, all of which immediately become due and payable.

Device theft

You will notify us immediately if your Device is stolen or if you believe that your Service is being stolen, fraudulently used, or otherwise being used in an unauthorized manner. When you notify us of one of these events, you must provide your account number and a detailed description of the circumstances of the theft, fraudulent use, or unauthorized use of Service. If you fail to notify us in a timely manner, we may disconnect your Service and levy additional charges on you. Until you notify us, you will be liable for all use of our Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service.

emergency 911 services

Emergency 911 services are provided by TXM as part of TXM's VoIP phone service.

Emergency 911 services (including Enhanced 911 or "E911") provided by TXM may differ in certain respects from the emergency calling services provided by a traditional wire-line telecommunications provider. These differences may have an adverse impact upon the ability or timeliness of the provision of 911 services to you or others in the event of an emergency. In addition, due to limitations on technology, the location reported by TXM to the public safety dispatcher for your telephone may not include your specific location within a business premise.

You are responsible for the accurate reporting of the physical location where the Service is to be used and for instructing each employee that he/she must provide TXM with the specific location in which they are located within your premises in the event of an emergency. You are required to maintain valid E911 addresses for each of your physical locations where TXM Service is deployed. Should an emergency arise, emergency services may be delayed or unable to respond to your needs if your account does not have a valid E911 address on file. Not keeping TXM apprised of the physical location of the phone could result in a charge of $200 to your account.

In the event that any equipment used to provide Service via the Internet is moved to another location, you are responsible for notifying TXM, updating your account records to reflect the new Service Address where the Service is to be provided, and for instructing each employee that he/she must update TXM promptly when such employee changes the physical location to which the Service is being provided. Even though you will be able to use the Service without interruption in the event you change the physical location where the Services are to be provided, it may take time to update emergency dispatch information, which could result in the failure to dispatch emergency personnel to the proper location

Enhanced 911 service has several limitations. Such limitations, including those discussed above, may prevent you from making emergency calls and include but are not limited to any of the following:

Loss of electrical power
Loss of Internet connection for any reason
Defective customer premises equipment
Network congestion
Delays from updating your registered Service Address

Our E911 Service is not available for phones or addresses outside the United States or Canada.

You should inform all employees who may have access to our E911 service about this section of the Agreement and make sure they understand the terms and conditions under which the E911 service is available. In addition, they should use the following guidelines with respect to the service:

Do not hang up from an E911 emergency service call unless and until instructed to do so by the 911 operator.
If your call is disconnected for any reason, immediately dial 911 again.

Be prepared to give your physical address and a call-back phone number.

Use of service and number

You agree not to use the Service for any unlawful or abusive purpose or in any way which interferes with our ability to provide Service to our customers, or damages our property. You agree not to use the Service for any illegal activities. Resale of your Number, the Service, or any part thereof, is prohibited without prior contractual arrangements with us and any required regulatory approvals. If your Service is fraudulently used, you must immediately notify us. We have the right to interrupt or restrict Service to you, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. You should change your Phone Password (PIN) and web password once each month. Upon termination of the Service, Customer's right to use the Service immediately ceases. Customer shall have no right and TXM will have no obligation thereafter to forward any unread or unsent messages to Customer or any third party.

Ownership of number

You understand and agree that you are not the owner of any telephone number assigned to you by TXM. Ownership of any such phone number is vested solely in TXM (who will assign or re-assign such numbers to you for your use during the term of this Agreement). You understand and agree that (a) TXM may from time to time need to change the number assigned to you (due to an area code split or for any other reason outside of TXM's control) and (b) following the termination of your TXM account for any reason you will no longer have access to such number. In either case, such phone number may be re-assigned immediately to another customer and you agree that TXM will not be liable for damages (including consequential or special damages) arising out of any such re-assignment and you hereby waive any claims with respect to any such re-assignment, whether based on contract, tort or other grounds, even if TXM has been advised of the possibility of damages. In the event that the Service associated with your TXM number is being terminated, then TXM will, upon your written request and through standard porting procedures, allow you to move your TXM number from TXM to an alternate carrier provided that (a) the termination of Service is not due to a default; that (b) all fees and charges for the Service, whether or not then due, have been paid in full. The timing of the port completion is determined by the winning carrier. TXM is not notified by the winning carrier when the port is complete. Therefore it is the Customer's responsibility to communicate with TXM when the number has been ported away and is fully functional on the winning carrier's service. Then TXM will remove the number from the Customer's system. Porting away the last number on the Customer's TXM Service will not automatically cancel the Customer’s account. It is the Customer's responsibility to communicate with TXM when the number has been ported away and is.

PAYMENT & SERVICES.

10.1 Automatic Monthly Billing.

The Services are provided on a monthly basis, with an automatic monthly renewal unless you give us seventy-two (72) hours’ notice of cancellation prior to a scheduled billing date, and in accordance to the mandatory term if you have it. You agree to pay TXM the recurring monthly service charges, set-up charges and usage charges, if applicable, for your use of the Services plus any applicable taxes as set forth in Section 10.4 below.

10.2 Payment Processing.

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 TXM to automatically bill the credit card you provided, until you cancel the services. You agree that TXM may receive updated information about your account from the financial institution issuing your credit card.

10.3 Fee Payments & Late Charges.

Except for usage-based fees, all fees are due in advance on the first day of each billing period. All usage based charges (including charges for calls to Alaska, Hawaii and international calls) and any other non-recurring charges are due and payable in arrears on the first day of each billing period following the month they were incurred. You agree to pay for all equipment and set up fees at the time your request the services. You agree to pay for the first month of services upon your request for such services. All payments, including payments paid in advance, are completely non-refundable. Failure to pay in full will result in immediate account suspension and TXM shall have no liability for such suspension under any circumstances. Accounts will be reactivated, at TXM’s sole discretion, only when the account balance is paid in full and a $20 reconnect fee is paid. TXM will assess an additional 1.5% (or the highest amount allowed by law, whichever is higher, per month late charge if your payment is more than 30 days past due. TXM may modify the Service fees at any time, but will provide at least thirty (30) days advance notice by postal mail, email or by publishing the new Service fees on the TXM website. Should you elect to make a payment to TXM by wire transfer, an additional charge of $10 shall apply. In the event that you present a check to TXM for payment that is returned by your bank for non-sufficient funds, you shall pay a processing fee of $50. You are responsible and liable for any fees, including attorney and collection fees, that TXM 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.

During any period of suspension for non-payment, Services will be unavailable to you until the account balance is paid in full. In the event that TXM is providing data backup service, call recording service, or any other service for which TXM is collecting or providing data, to you during a period of suspension, you will be unable to backup new data or record calls and you will be unable to access any data or recordings that have previously been stored by TXM.

Notwithstanding the foregoing, in the event that your use of the Services involves usage-based charges that in TXM’s opinion are substantial, TXM may, in its sole discretion, process charges against your payment method prior to your regular monthly billing cycle date and/or require a non-interest bearing deposit to secure your payment obligations under this Agreement. In the event that TXM requires a deposit, the deposit will be in an amount determined by TXM to be equal to your forecasted monthly usage charges. All deposits must be paid via a wire transfer and will be held on account during the term of this Agreement. This deposit may be adjusted as usage levels increase or decline and will be refunded, less any past due balance, if you cancel your account. TXM may suspend your service at any time pending receipt of the required deposit.

10.4 Taxes.

Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by you and will be added to any amounts otherwise charged to you unless you provide TXM with an appropriate exemption certificate. If any amounts paid for the Services are refunded by TXM, applicable taxes may not be refundable.

10.5 Invoice Discrepancies & Currency Conversion.

We deliver all invoices through email only. You agree to notify TXM about any billing problems or discrepancies within 30 days after they first appear on your account statement. If you do not bring them to TXM`s attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies. All transactions are charged in U.S. 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. TXM cannot be held responsible for any adverse currency fluctuations.

10.6 Price Adjustments.

In the event that substantial increases in inflation rates occur that directly affect the costs associated with the provision of the services detailed in this agreement, it reserves the right to make reasonable adjustments in the prices of said services. These adjustments are intended to maintain an economic balance and guarantee the quality and continuity of the services provided.

Warranties

THE SERVICES ARE PROVIDED "AS IS", WITH THE EXCEPTION OF “EQUIPMENT” AS TELEPHONE SETS AND GATEWAYS. WE MAKE NO WARRANTIES REGARDING THE SERVICE WHATSOEVER AND EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. YOUR USE OF TXM PRODUCTS AND SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES OR OTHER MATERIAL (INCLUDING TXM SOFTWARE) OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM TXM. YOU AGREE THAT NEITHER TXM NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE TXM PRODUCTS OR SERVICES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF TXM OR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF TXM AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THESE PRODUCTS AND SERVICES OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SOFTWARE OR SERVICES IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) U.S.$500.00. YOU HEREBY RELEASE TXM AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by TXM, your sole remedy for such reliance is against the third person making such representation or warranty.