Corporate Headquarters: 30 Wood Ave, Secaucus, NJ, 07094

Telephone: 212-413-8100
Fax: 212-413-8111
E-Mail: [email protected]
Website: www.TDNYC.com

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Standard Terms and Conditions

Maintenance Contract Terms and Conditions

Voice over IP Terms of Service

 

Tele-Dynamics Voice & Data (TDNYC.com) – Standard Terms
and Conditions

1.
Coverage: Tele-Dynamics and Customer agree that these terms and conditions
govern the Products and Services described on the Product Purchase Agreement,
including all attachments accepted by TDNYC (Tele-Dynamics).

2.
Orders: (a) This agreement will become effective when signed by the customer
and contract is accepted by TDNYC. (b) TDNYC acceptance of this agreement is
subject to credit approval and to the remittance of an advance payment,
progress payments, or other form of security, which are specified by TDNYC in
the Product Purchase Agreement. (c) Customer Installed Products:  If customer is unable or unwilling to accept
product delivery on the mutually agreed upon date by more than 30 days, product
prices and/or service charges may change. An additional deposit may be required
to “hold” equipment until customer is ready to install. (d) Customer agrees, at
their sole expense to provide the proper environment and electrical and
communications connections for the products.
Customer agrees to provide clear access to that area which is free of
hazardous conditions.

3.
Wiring: All wiring installed by Tele-Dynamics will be covered for a period of
one year from installation unless otherwise specified.  Included in this agreement is all cable,
wire, connecting blocks, cross connect fields, premise distribution equipment and
associated hardware on the customer’s side of the local exchange companies or
common carriers network interface.

4.
Software: Any software provided by the manufacturer remains the property of the
manufacturer and is protected by copyright law. It may not be modified,
translated, transferred ownership, or should any attempt to discover source
code in any way.

5.
Terms of Payment- Customer agrees to payment terms
documented on Product Purchase Agreement. Payments are due as per terms agreed
upon from date of invoice. Where applicable, recurring
monthly payments will be billed in advance on a monthly basis.
Late
payment charges will be computed at the rate of one and one-half percent (1.5%)
per month of the overdue amount or the maximum lawful amount, whichever is
less. Customer will be liable for all costs to collect any past due amounts,
including collection agency or attorney fees.

6.
Cancellation:  If you cancel the whole or
a portion of the order after an agreement is signed and prior to delivery
and/or installation, customer is subject to a fee equal to 15% – 25% of the
purchase price plus any applicable shipping charges. Orders cannot be returned
once they have been delivered and installed.
If any Right-to-use (RTU) / Licensing has been
activated, the customer will be held responsible for complete charges as set
forth in purchase agreement. 

7.
Taxes:  Customer agrees to pay all
applicable local, state and federal taxes, however designated unless customer
provides Tele-Dynamics with a valid certificate of exemption.

8.  Local Exchange Company/ Common Carrier: Where
agreed upon, Tele-Dynamics will act on customer’s behalf in coordinating
circuits with customer’s carrier/ provider. Tele-Dynamics will not be held
responsible/liable for any of the following issues resulting from customer
carrier/ provider: 1) delays in delivery, 2) non-functioning circuits/ trunks,
3) improperly provisioned circuits/ trunks, or 4) any orders that have not been
installed correctly.  Additional tech
labor charges may be incurred if further involvement is required of
Tele-Dynamics, whether responding on site or remotely.  

9.
First Year Warranty: Tele-Dynamics, it’s authorized agents or the
manufacturer’s representative shall respond to system failures, either on site
or remotely, as necessary, within twenty-four (24) hours of notification Monday
through Friday (excluding Holidays) for minor service requests and within four
(4) hours of notification, twenty-four (24) hours a day, seven (7) days a week
for emergency service calls.

a.
“Minor” service requests will be defined as failure due to normal use.

b.
“Emergency” service requests will be defined as a system failure resulting in
the customer’s inability to (1) receive all incoming calls, (2) make all
outgoing calls, (3) make all station-to-station calls, or (4) use the attendant
consoles. All other outages will be classified as “Minor”.

c.
“Respond” means to begin to take action to resolve to problem including but not
limited to oral discussion of the problem with the customer.

The
above statements refer to new equipment only, and are governed by the
manufacturer’s warranty period, not to exceed one (1) year.

10.
Warranty Exclusions: Warranties do not provide reimbursement for power surges,
preventive maintenance, software failure, correction or programming, moving or
adding equipment, installation of equipment, or damage due to moving, adding,
installing or repairing equipment, pest infestation, unattended property in an
unattended vehicle, nuclear war, war or government seizure, water transport,
theft, scratching or marring. Warranties will not extend to exposure of the
equipment to environmental conditions, including temperature extremes or
exposure to weather or other conditions for which the equipment was not
designed, as specified by the manufacturer. The equipment must be installed and
maintained in the environment according to the manufacturer’s equipment room
specifications. Warranties will not extend to old wiring or cabling, batteries
for power supplies or backup systems, or expendable items such as bulbs,
batteries, fuses, and surge protectors. Warranties will not extend to software
materials, removable media, or programs, data or other material contained on
the removable media, including records, removable disks, tapes, films, or
cassettes, nor labor for programming, reprogramming, or backup.

11.
Warranty Termination: This warranty will be subject to termination if (1)
anyone other than Tele-Dynamics, its authorized agents, or the manufacturer
performs service, maintenance or additions to the system covered by this
agreement prior written approval from Tele-Dynamics or (2) the customer fails
to make payments in accordance with the terms of this agreement.

12.
Force Majeure: If Tele-Dynamics’ performance shall be adjusted or suspended by
the customer or the extent performance is beyond Tele-Dynamics control for
reasons including without limitation, strike, work stoppages, fire, water,
flood, lightening, government action, acts of God or public enemy, delays of
suppliers, subcontractors, power company, local exchange company, or other
carrier. Any such delay or suspension of performance shall not constitute a
default hereunder or give use to claims for damages against Tele-Dynamics and
its performance until the delay or suspension of performance has ended.

13.
Miscellaneous: (a) If Customer issues a purchase order for its own internal
purposes, Customer agrees that the terms and conditions of this Agreement
apply, and agrees to refer to this Agreement as the governing document on the
face of such purchase order. Conflicting terms on a Customer’s purchase order
or similar order used to order a system or portions thereof, are null and void;
(b) TDNYC assumes responsibility for installation and services provided and
reserves the right to subcontract any and all of the work to be performed by it
under this Agreement but shall retain the responsibility for the work
performed.

14.
Assignment: This Agreement is not assignable by the Customer, except to
subsidiaries or affiliates, without prior consent of Tele-Dynamics. Any attempt
to assign any of the rights, duties or obligations under this Agreement without
such consent of Tele-Dynamics will, at Tele-Dynamics sole option and discretion
be deemed void, a material default, or accepted; (a) the waiver by either party
of any default will not operate as a waiver of any subsequent default; (b) If
any court hold ant portion of this Agreement unenforceable, the remaining
language shall not be effected; (c) Any modification must be in writing and
executed by an authorized representative of each party, whom enforcement is
sought; (g) This Agreement should be governed by the laws of the State of New
York and shall have exclusive jurisdiction over any disputes.

15.
Exclusive Remedy: Customer’s exclusive remedy for breach of the foregoing
warranties and provisions within this contract, and Tele-Dynamics sole
liability in the event of such breach, shall be the repair or replacement, at
Tele-Dynamics option and in accordance with the terms and conditions of
Tele-Dynamics warranty service policies and procedures.

16.
Limitation of Liability:  Tele-Dynamics
and its suppliers’ aggregate liability arising out of or in connection with
this “Agreement” and any “Products” and/or services,
purchased hereunder shall not exceed the amounts paid by customer” for
these products and/or services, giving rise to such liability. In no event
shall Tele-Dynamics  or its suppliers be
liable for punitive, incidental, consequential or other special damages
(including, without limitation, loss of good will, business profits, work
stoppage or data loss) arising out of or relating to products and / or
“Professional Services” purchased or used whether under breach of
warranty, breach of contract, negligence, tort or any other legal theory, and
whether or not Tele-Dynamics or its suppliers have been advised of the
likelihood of such damages.

17.
Entire Agreement: This Agreement contains the entire agreement of the parties
and is intended to replace and supersede all prior negotiations, understandings
and agreements between the parties. No modification of the terms and conditions
of this Agreement will be valid or binding on the parties unless made in
writing after the date hereof and signed by an authorized representative of each
of the parties.

18.
General: (a) Any supplement, modification or waiver of any provision of this
Agreement must be in writing and signed by authorized representatives of both
parties. (b) If either party fails to enforce any right or remedy available
under this Agreement, that failure shall not be construed as a waiver of any
right or remedy with respect to any other breach or failure by the other party.
(c) You certify that the Services acquired hereunder are intended for your use
in the ordinary course of your business and not for the purposes of resale.

 

Tele-Dynamics Voice & Data (TDNYC.com) – Maintenance
Contract Terms and Conditions

1. Equipment Covered: The equipment for which maintenance
is offered under this Agreement is the equipment and cabling for the
Tele-Dynamics system, actually installed by Tele-Dynamics personnel. listed above or on the Riders hereto, if any (the
”Equipment”)

2. Maintainor Support:

2.1 Services
Provided:
  Maintainor
agrees, for the term of this Agreement, to provide maintenance services on
inoperable or malfunctioning Equipment which is necessary to return the
Equipment to a satisfactory operating condition. Maintainor
shall repair the equipment in Customer’s facility If Maintainor in its sole opinion deems it appropriate Maintainor may ship components to customer to facilitate
the repair. Customer agrees to assist Maintainor by
giving Maintainor access to a technically competent person without charge to test
the equipment and installing necessary parts.
In the event Maintainor does not believe Maintainor
can reasonably repair the System on site, Customer agrees to ship the specific
equipment to the TELE-DYNAMICS
designated repair facility. Customer and Maintainor
shall share all shipping charges. All such maintenance shall be performed
during the hours of 8:00 A.M. to 6:00 P.M. Monday through Friday; excluding Maintainor holidays (the ”Principal
Period of Maintenance”) After hours service is available at an additional fee.
In the event the hardware must be returned to Maintainor’s
place of business or requires that a Component be shipped to Customer, or third
party repair facility, Tele-Dynamics shall provide a temporary working system
to the Customer for a period of time equal to the time required to repair and
reinstall the Customers original system. Customer acknowledges that the TELE-DYNAMICS System may be partially or totally
inoperable for the reasonable period of time to facilitate the repair.

Maintainor will at no
additional charge provide new or equivalent used replacement parts for the
Equipment on an exchange basis required as a result of normal use. Parts
removed become the property of Maintainor, Service or
parts required for the Equipment as a result of other than normal use (e.g.,
accident, fire lightning, water damage, negligence, misuse or repairs,
alterations or modifications performed by persons not authorized by Maintainor) are not Included hereunder and shall be subject
to Maintainor’s personnel availability and charged at
Maintainor’s prevailing rates on the date such
service or repairs are performed. Service requested by Customer to be performed
at times other then during the “Principal Period of
Maintenance” shall be subject to Maintainor’s
personnel availability and charged to Customer at Maintainor’s
overtime rate on the date such service is performed. Maintainor
will also provide assistance by telephone to answer urgent and immediate
questions during the “Principal Period of Maintenance”. When, in Maintainor’s opinion a factory refurbishment is necessary
because normal repair and parts replacement cannot keep a unit of Equipment in
satisfactory operating condition,  Maintainor
will submit a cost estimate of needed repairs which will be in addition to the
charges hereunder. If Customer does not authorize such work Maintainor
may cancel or refuse to renew this Agreement for the
unit of Equipment All services to be performed hereunder may be performed by Maintainor or by third parties designated by Maintainor.

2.2 Service Response Time: Maintainor
will respond to service requests as follows : (a) Any service request that is
not an emergency request (Emergency status would require the loss of ability to
either send or receive phone calls on all available lines) , Maintainor will use best efforts to respond within 16
business hours. Any service request that is deemed emergency status, Maintainor will use best efforts to respond within two
business hours. Maintainor upon determining the
repair method Maintainor believes is appropriate,
will arrange to ship replacement parts, plan a site visit, or request Customer
to ship the component to Maintainor’s repair
facility, or plan a vendor meet with all necessary parties.

2.3 Force Majeure: Maintainor
shall not be liable to Customer for any delay or failure by Maintainor
to perform its obligations under this Agreement If such delay or failure arises
from any cause or causes beyond the reasonable control of Maintainor.
This includes but is not limited to the general availability of parts required
to repair the equipment covered by this agreement.

2.4 Excluded Services: The maintenance service to be
provided by Maintainor under this Agreement shall not
include the following:

(a) Performing services in connection with the use of the
Equipment in conjunction with other equipment (non TELE-DYNAMICS
Installed networks or peripherals) or software.

(b) Relocation of the Equipment the rewiring or rerouting
of cables, or the addition or removal of accessories, attachments, features, or
other devices;

(c) Electrical work external to the equipment;

(d) Maintenance of accessories
attachments, features, or devices other than the equipment

(e) Maintenance of Equipment from which the original
Identification marks have been removed or altered

(f) Repair of damages resulting
from (i) accident, transportation, neglect, or misuse
by Customer. Customer’s failure to provide the necessary facilities or
specified operating supplies, or failure by Customer to meet site specifications
applicable to the Equipment (ii) causes external to the Equipment such as, but
not limited to, unusual physical stress, failure or fluctuation of electrical
power, air conditioning or humidity control; or (iii) any cause other than
ordinary use (e.g., accident, fire, lightning, water damage, negligence, misuse
or repairs alterations or modifications performed by persons not authorized by Maintainor);

(g) Furnishing expendable or consumable supplies,
equipment or accessories or refinishing the equipment.

(h) Maintenance of the Equipment or portions thereof
which Customer has modified or repaired as set forth in Section 3 hereof or
portions of the Equipment affected by such Customer modifications or repairs;

(i.) Tele-Dynamics can not be held responsible for ANY carrier issues that may
arise.  Tele-Dynamics is not responsible
for any phone outages due to carrier error, including any scheduling or
facility issues.

(j) Reconditioning required when repair and parts
replacement cannot keep the Equipment in operating condition;

(k) Beck-up or restoration of Customer data, information
or computer programs whether Or not used in conjunction with the Equipment;

(l) Except with respect to computer software covered by
the TELE-DYNAMICS Maintenance
Agreement, any computer software Customer adds to the Equipment shall not be
the responsibility of Maintainor and;

(m) Specific requests by Customer for maintenance outside
the scope of this Agreement.

(n)Service and maintenance support to be provided under
this agreement does not include repairs, replacement parts and labor caused by,
arising  from, related to, or made
necessary by operating system or application software, firmware or other
programmed code internal or external to the covered equipment.

(o) Headsets, Battery Units, Polycom
equipment are not covered by this maintenance agreement. Special arrangements
can be made to cover this equipment.

(p) Shipping and Handling charges are not covered by this
agreement. Charges will be as minimal as possible.

3. Customer Modifications and Repairs

3.1 Customer Modifications: Customer shall inform Maintainor in writing of any modifications to be made by
customer or any third party to the Equipment. Maintainor
shall not be responsible for maintaining Customer or third party modified
portions of the Equipment or portions of the Equipment affected by such
modified portions.

3.2 Customer Repairs: Maintenance or repairs requested
due to Customers unauthorized repairs or maintenance shall be Subject to Maintainors personnel availability and billed at Maintainor’s standard time and materials charges In
addition all warranties express, implied or statutory are deemed revoked by Maintainor and waived by Customer until such repair or
maintenance has been performed by Maintainor and the
Equipment has been certified by Maintainor for
performance.

4. Customer Support: Customer agrees to use the Equipment
in accordance with the operating manuals for the Equipment Customer agrees to
provide Maintainor with access to its facilities
during normal business hours, unless otherwise agreed upon by Customer, and the
necessary equipment and documentation for Maintainor
to perform maintenance via computer modems, and in person If necessary, and
with sufficient support and test time so that Maintainor
is able to duplicate any problem reported, to certify that the problem is with
the Equipment, to correct the problem and to certify to Customer that the
problem has been corrected. Customer shall be solely responsible for its data,
information and programs stored on the Equipment including the making of timely
and accurate back- up copies, as well as taking the necessary precautions to
prevent against virus infection or other software or hardware corruption
devices.

5. Term: This Agreement shall commence on the Effective
Date and shall continue for the term stated (the First “Term”). Thereafter,
this Agreement shall be automatically renewed upon expiration without any
further notice. Unless this Agreement is terminated In accordance with the
provisions of Section 11, Maintenance service under this Agreement shall
continue (i) only so long as Customer maintains the
current installed version of the Equipment or (ii) until terminated by either
party in accordance with the terms of this Agreement.

6. Price and Payment

6.1 Maintenance Fee: Customer shall pay to Maintainor the maintenance fee for the Equipment as
designated on the Riders hereto and the fee for such other services as
Indicated on the face hereof or on the Rider hereto. The maintenance fee shall
be payable annually in advance. After the First Term Maintainor
may change the maintenance fee from time to time in accordance with Its
standard maintenance charges provided that Maintainor
shall have given Customer thirty (30) days written notice prior to the annual
term for which such revised maintenance fee shall apply

6.2 Additional Charges: With respect to (i) maintenance of the Equipment which Maintainor
provides in response to a request by Customer for maintenance and which Maintainor is not obligated to provide under this
Agreement, or (ii) corrections for difficulties or defects traceable to
Customer’s unauthorized acts, errors or system changes Customer shall pay Maintainor for all efforts toward such services corrections
or remedies at Maintainor’s then current standard
time and materials charges. With respect to any repairs which are excluded from
this Agreement and which are required for the Equipment to be in proper working
order, Maintainor will submit a description of the
work, which is necessary to restore the Equipment to proper working order and
the charges therefore, and will request permission to restore the Equipment to
proper working order. If Maintainor is not granted
the permission to perform such restoration at Customer’s expense, Maintainor shall have the right to terminate its entire
obligation under this Agreement with respect to such damaged Equipment.

6.3 Invoices: All invoices including but not limited to
invoices for maintenance fees, time and materials charges, and expenses are due
fifteen (15) calendar days after receipt of invoice. Maintenance Agreements
will not be effective until payment is received. Maintenance Agreements will
not be retroactive to invoice date. Any failure that occurs prior to receipt of
payment is specifically excluded. If Customer fails to pay any amount due
within fifteen (15) days from the receipt of the invoice late charges of 1 1/2
% or the maximum Interest rate allowed by law, per month shall also become
payable by Customer to Maintainor. In addition,
Customer’s failure to fully pay any invoiced amount within forty-five (45) days
after the receipt of any renewal invoice shall be deemed a material breach of
this Agreement and shall be sufficient cause for immediate termination hereof.
If Customer fails to pay, when due, any amount payable hereunder or fails to
fully perform its obligations hereunder, Customer agrees to pay, in addition to
any amount past due, plus interest accrued thereon, all reasonable expenses incurred
by Maintainor in enforcing this Agreement including
but not limited to all expenses of any legal proceeding related thereto and all
reasonable attorneys’ fees incurred in connection therewith No failure by Maintainor to request any such payment or to demand any
such performance or performance of any Customer obligation hereunder shall be
deemed a waiver by Maintainor of Customer’s
obligations hereunder or a waiver of Maintainor’s
right to terminate this Agreement

6.4 Taxes:
Customer shall in addition to the payments required hereunder, pay, or
reimburse Maintainor for all sales, use, transfer or
other taxes, and all duties whether national state or local, however designated
which are levied or imposed by reason of the transaction contemplated hereby;
excluding however, taxes on net income which may be levied against Maintainor. Maintainor may add
such taxes to the invoices submitted to Customer hereunder.

7. Travel Expenses:
The maintenance fee payable hereunder excludes all travel and related
charges with the exception of lodging, if required with respect to maintenance
services provided for the annual maintenance fee hereunder during the Principal
Period of Maintenance, Maintainor will utilize local
subcontractors if Maintainor believes it will facilitates
the repair. All travel expenses for all services billed in addition to the
annual maintenance fee shall he charged to Customer as incurred.

8. Warranty: MAINTAINOR’S SOLE OBLIGATION UNDER THIS
AGREEMENT WILL BE TO PROVIDE MAINTENANCE AS DESCRIBED IN SECTION 2 ABOVE. ALL MAINTENANCE SERVICES ARE
PROVIDED ”AS IS”. MAINTAINOR MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AND DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability: Maintainor
shall have no liability or obligation under this Agreement with respect to
Customer data, information or computer programs, whether or not stored on the
Equipment. MAINTAINOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS
OR THE OBLIGATIONS OF ITS AGENTS OR DESIGNEES UNDER THIS AGREEMENT OR OTHERWISE
FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES EVEN IF
MAINTAINOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. In no event shall Maintainor’s
liability for any reason and upon any cause of action whatsoever exceed the
lesser of (i) fifty percent (50%) of the then current
annual maintenance fee paid hereunder or (ii) that portion of the amounts paid
hereunder which is attributable to the particular unit of equipment directly
involved in the liability claim.

10.Termination

10.1 Continuous Maintenance: This Agreement is renewable
in accordance with the terms of Section 5, ”Term”, and shall remain in effect
only so long as Customer continuously contracts for or receives maintenance
from Maintainor for all of the Equipment covered by
this Agreement from the time of acceptance of such Equipment. If Customer
discontinues such maintenance under this Agreement as to any portion of such
Equipment Maintainor may immediately terminate this
entire Agreement.

10.2 Termination: In addition to Its rights as set forth
elsewhere In this Agreement, Maintainor and Customer
shall have the right to terminate this Agreement upon five (5) days written
notice to Customer upon: (a) the violation or breach by the other party, its
officers or employees of any provision of this Agreement including but not
limited to, (a) payment (b) the termination of the business of Customer; (c)
the voluntary or involuntary filing of a bankruptcy petition or similar
proceeding under state law with respect to Customer; (d) Customer’s becoming
insolvent or making any assignment for the benefit of creditors or (e) Maintainors failure to provide repairs in accordance with
section 2.

10.3 Notice: After the first twelve (12) months of
maintenance service under this Agreement, this Agreement may be terminated by
either party upon a minimum of thirty (30) days written notice prior to the
expiration of any annual term. No refund will be due if Customer cancels
maintenance or if Maintainor terminates this
Agreement pursuant to Section 11.2 above.

11. General

11.1 Entire Agreement: This Agreement constitutes the
complete and exclusive statement of the terms and             conditions between the parties with respect to the
subject matter hereof and supersedes and merges any prior understanding or
agreements oral or written.

11.2 Assignment: This Agreement shall be binding upon the
parties and their respective successor and assignees. Customer may not assign
this Agreement or any of its rights duties or obligation hereunder, in whole or
in part, to any person or entity without the prior written consent of Maintainor.

11.3 No Waiver:
The waiver or failure of either party to exercise any right In any respect provided for herein shall not be deemed a
waiver of any other or further right hereunder.

11.4 Severability: If any provision of this Agreement is
invalid under any applicable statute or rule of law, it is to that extent to be
deemed omitted.

11.5 Modifications:
The agreement may not be modified or altered except by written instrument duly
executed by both parties and except that Maintainor
may change the terms and conditions of this Agreement upon written notice to         Customer sixty (60) days prior to the
first day of any renewal period

11.6 Governing Law: This Agreement and performance
hereunder shall be governed by the laws of the State of New York, and Customer
hereby consents to the exclusive jurisdiction of the courts of the State of New
York or the Federal            courts
sitting in Manhattan County and
waives any objection to such venue.

11.7 Limitation of Action No action regardless of form
arising out of this Agreement may be brought by Customer more than one (1) year
after the cause of action has arisen

11.8 Notice Any notice provided
pursuant to this Agreement shall be in writing and shall be deemed given (i) if by hand, upon receipt thereof, (ii) If mailed, three
(3) days after deposit in the US mails postage prepaid, certified mail, return
receipt requested. All notices shall be addressed to the parties at their
respective addresses indicated herein and on the face hereof.

11.9 Remedies The rights and remedies of Maintainor set forth in this Agreement are not exclusive
and are In addition to any other rights and remedies Available to it in law or
in equity.

The parties hereto have executed this Agreement
including the terms And conditions attached hereto, as of the effective date
set forth above
.

 

Tele-Dynamics Voice & Data (TDNYC.com) – Voice over IP
Terms of Service

These
Terms of Service constitute the agreement (“Agreement”) between
Tele-Dynamics (“we,” or “us”) and the user
(“you,” “user” or “Customer”) of Tele-Dynamics’s
business services and any related products or services (“Service”).

This
Agreement governs both the Service and any devices, such as an IP phone,
Multimedia Terminal Adapter, Analog Telephone Adapter, switch, router or any
other IP connection device (“Device” or “Equipment”), used
in conjunction with the Service. If you purchased Equipment from a dealer,
retail store or other provider other than Tele-Dynamics, you are a “Retail
Customer” for purposes of this Agreement.

BY
ACTIVATING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO
ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ, UNDERSTAND AND FULLY ACCEPT
THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.
EMERGENCY SERVICES – 911 DIALING

1.1
Non-Availability of Traditional 911 or E911 Dialing Service. The Service does not
support traditional 911 or E911 access to emergency services in all locations.
Where we do not offer traditional 911 or E911 access, we offer a feature known
as “911 Dialing” which is a limited emergency calling service
available only on Tele-Dynamics certified Devices or Equipment. The 911 Dialing
feature may not work at all when used in conjunction with a Soft Phone, Virtual
Numbers or Subscriber provided Customer Premise Equipment. Our 911 Dialing
feature is not automatic; you must separately take affirmative steps, as
described in this Agreement and on our website, to register the address where
you will use the Services in order to activate the 911 Dialing feature. You
must do this for each Tele-Dynamics phone number that you obtain. The 911
Dialing feature of the Service is different in a number of important ways from
traditional 911 or E911 service as described on our website page for 911
Dialing under “Features,” and below. You shall inform any household
residents, guests and other third persons who may be present at the physical
location where you utilize the Service of (i) the
non-availability of traditional 911 or E911, and (ii) the important differences
in and limitations of the Tele-Dynamics 911 Dialing feature as compared with
traditional 911 or E911 dialing. The documentation that accompanies each Device
that you purchase should include a sticker concerning the potential
non-availability of traditional 911 or E911 dialing (the “911
Sticker”). It is your responsibility, in accordance with the instructions
that accompany each Device, to place the 911 Sticker on each Device that you
use with the Service. If you did not receive a 911 Sticker with your Device, or
you require additional 911 Stickers, please contact our customer care
department at 212-413-8100.

1.2
Registration of Physical Location Required. For each phone number that you use
for the Service, you must register with Tele-Dynamics the physical location
where you will be using the Service with that phone number. When you move the
Device to another location, you must register your new location. If you do not
register your new location, any call you make using the 911 Dialing feature may
be sent to an emergency center near your old address. You will register your
initial location of use when you subscribe to the Service. Thereafter, you may
register a new location by following the instructions from the “911”
registration link on your Tele-Dynamics web account dashboard features page.
For purposes of the 911 Dialing feature, you may only register one location at
a time for each phone line you use with the Service.

1.3
Confirmation of Activation Required. Your 911 Dialing feature will not be
activated for any phone line that you are using with the Service, unless and
until you receive an email from us confirming that the 911 Dialing feature has
been activated for that phone line.

1.4
How Emergency Personnel are Contacted. We contract
with a third party to use the address of your registered location to determine
the nearest emergency response center and then forward your call to a general
number at that center. When the center receives your call, the operator will
not have your address and may not have your phone number. You must therefore
provide your address and phone number in order to get help. Some local
emergency response centers may decide not to have their general numbers
answered by live operators 24 hours a day. If we learn that this is the case,
we will send your call instead to a national emergency calling center and a
trained agent will contact an emergency center near you to dispatch help. You
hereby authorize us to disclose your name and address to third-party service
providers, including, without limitation, call routers, call centers and public
service answering points, for the purpose of dispatching emergency services
personnel to your registered location.

1.5
Service Outages. (a) Service Outages Due to Power Failure or Disruption. 911
Dialing does not function in the event of a power failure or disruption. If
there is an interruption in the power supply, the Service, including 911
Dialing, will not function until power is restored. Following a power failure
or disruption, you may need to reset or reconfigure the Device prior to
utilizing the Service, including 911 Dialing.

(b)
Service Outages Due to Internet Outage or Suspension or Termination of
Broadband Service or ISP Service. Service outages or suspensions or
terminations of service by your broadband provider or ISP will prevent all
Service, including 911 Dialing, from functioning.

(c)
Service Outage Due to Suspension or Termination of Your Tele-Dynamics Account.
Service outages due to suspension or termination of your account will prevent
all Service, including 911 Dialing, from functioning.

(d)
Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other
Acts. Your ISP or broadband provider or other third party may intentionally or
inadvertently block the ports over which the Service is provided or otherwise
impede the usage of the Service. In that event, provided that you alert us to
this situation, we will attempt to work with you to resolve the issue. During
the period that the ports are being blocked or your Service is impeded, and
unless and until the blocking or impediment is removed or the blocking or impediment
is otherwise resolved, your Service, including the 911 Dialing feature, may not
function. You acknowledge that Tele-Dynamics is not responsible for the
blocking of ports by your ISP or broadband provider or any other impediment to
your usage of the Service, and any loss of service, including 911 Dialing that
may result. In the event you lose service as a result of blocking of ports or
any other impediment to your usage of the Service, you will continue to be
responsible for payment of the Service charges unless and until you terminate
the Service in accordance with this Agreement.

(e)
Other Service Outages. If there is a Service outage for any reason, such outage
will prevent all Service, including 911 Dialing, from functioning. Such outages
may occur for a variety of reasons, including, but not limited to, those
reasons described elsewhere in this Agreement. 1.6 Re-Activation Required if
You Change Your Number or Add or Port New Numbers. 911 Dialing does 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.

1.7
Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls.
There may be a greater possibility of network congestion and/or reduced speed
in the routing of a 911 Dialing call made utilizing the Service as compared to
traditional 911 dialing over traditional public telephone networks.

1.8
Possible Lack of Automatic Number Identification. It may or may not be possible
for the local emergency personnel to automatically obtain your phone number
when you use 911 Dialing. Our system is configured to send the automatic number
identification information; however, one or more telephone companies, not us,
route the traffic to the emergency response center and that center may not be
capable of receiving and passing on that information. As a result, the operator
who answers your 911 Dialing call may not be able to automatically obtain your
phone number and call you back if the call is not completed or is not
forwarded, is dropped or disconnected, if you are unable to speak to tell the
operator your phone number, or if the Service is not operational for any
reason.

1.9
No Automated Location Identification. In most service areas, it is not possible
at this time to transmit to the local emergency response center the address
that you registered for 911 Dialing. You will need to state the nature of your
emergency promptly and clearly, including your location (and possibly your
telephone number), as the operator will not have this information. Emergency
personnel will not be able to find your location if the call is not completed
or is not forwarded, is dropped or disconnected, if you are unable to speak to
tell the operator your location, or if the Service is not operational for any
reason.

1.10
Disclaimer of Liability and Indemnification. We do not have any control over
whether, or the manner in which, calls using our 911 Dialing service are
answered or addressed by any local emergency response center. We disclaim all
responsibility for the conduct of local emergency response centers and the
national emergency calling center. We rely on third parties to assist us in
routing 911 Dialing calls to local emergency response centers and to a national
emergency calling center. We disclaim any and all liability or responsibility
in the event such third party data used to route calls is incorrect or yields
an erroneous result. Neither Tele-Dynamics 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 our 911 Dialing
service unless such claims or causes of action arose from our gross negligence,
recklessness or willful misconduct. You shall defend, indemnify, and hold
harmless Tele-Dynamics, its officers, directors, employees, affiliates and
agents and any other service provider who furnishes services to you in connection
the Service, from any and all claims, losses, damages, fines, penalties, costs
and expenses (including, without limitation, attorney’s fees) by, or on behalf
of, you or any third party relating to the absence, failure or outage of the
Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or
the inability of any user of the Service to be able to use 911 Dialing or
access emergency service personnel.

1.11
Alternate 911 Arrangements. If you are not comfortable with the limitations of
the 911 Dialing service, you should consider having an alternate means of
accessing traditional 911 or E911 services or terminating the Service.

2.
SERVICE

2.1
Term. Service is offered on a monthly or multi-month basis as is determined in
your Service activation or order form, or via our online ordering process. The
term begins on the date that Tele-Dynamics activates your Service and ends on
the day before the anniversary date of your Term. Subsequent terms of this
Agreement automatically renew for twelve (12) months unless you give us written
notice of non-renewal at least thirty (30) days before the end of the monthly
term in which the notice is given. You are purchasing the Service for full
monthly terms, meaning that if you attempt to terminate Service prior to the
end of a monthly term, you will be responsible for the full month’s charges to
the end of the then-current term, including, without limitation, unbilled
charges, plus a termination fee, if applicable, all of which will immediately
become due and payable. You will also be responsible for the next full month’s
charges in the event that you do not provide the requisite thirty days’ notice
of termination prior to the expiration of the then-current term. Expiration of
the term or termination of Service will not excuse you from paying all accrued
and unpaid charges due under this Agreement.

2.3
Use of Service and Tele-Dynamics provided Device. You shall not resell or
transfer the Service or the Device to another party without our prior written
consent. You are prohibited from using the Service or the Device for
auto-dialing, continuous or extensive call forwarding, telemarketing
(including, without limitation, charitable or political solicitation or
polling), fax or voicemail broadcasting or fax or voicemail blasting. We
reserve the right to immediately terminate or modify your Service if we
determine, in our sole and absolute discretion, that you have at any time used
the Service or the Device for any of the aforementioned or similar activities.

2.4
Use of Service only. For Service only customers, you are responsible for
supplying, operating and supporting the Customer Premise Equipment for use with
the Service. In addition, any customer supplied equipment must be pre-approved
by Tele-Dynamics in writing. You shall not resell or transfer the Service to
another party without our prior written consent. You are prohibited from using
the Service for auto-dialing, continuous or extensive call forwarding,
telemarketing (including, without limitation, charitable or political
solicitation or polling), fax or voicemail broadcasting or fax or voicemail
blasting. We reserve the right to immediately terminate or modify your Service
if we determine, in our sole and absolute discretion, that you have at any time
used the Service for any of the aforementioned or similar activities.

2.5
Prohibited Uses.

(a)
Unlawful. You shall use the Service and the Device only for lawful purposes. We
reserve the right to immediately terminate your Service if, in our sole and
absolute discretion, we determine that you have used the Service or the Device
for an unlawful purpose. In the event of such termination, you will be
responsible for the full month’s charges to the end of the current term,
including, without limitation, unbilled charges, plus a termination fee, if
applicable, all of which will become immediately due and payable upon
termination of your Service. If we believe that you have used the Service or
the Device for an unlawful purpose, we may forward the relevant communication
and other information, including your identity, to the appropriate authorities
for investigation and prosecution. You hereby consent to our forwarding of any
such communications and information to these authorities. In addition,
Tele-Dynamics will provide information in response to law enforcement requests,
subpoenas, court orders, to protect its rights and property and in the case
where failure to disclose the information may lead to imminent harm to the
customer or others.  (b) Inappropriate
Conduct. You shall not use the Service or the Device in any way that is
threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent,
invasive of another’s privacy, or any similar behavior. We reserve the right to
immediately terminate your Service if, in our sole and absolute discretion, we
determine that you have used the Service or the Device in any of the
aforementioned ways. In the event of such termination, you will be responsible
for the full month’s charges to the end of the current term, including, without
limitation, unbilled charges, plus a termination fee, if applicable, all of
which will become immediately due and payable upon termination of your Service.
If we believe that you have used the Service or the Device in any of the
aforementioned ways, we may forward the relevant communication and other
information, including your identity, to the appropriate authorities for
investigation and prosecution. You hereby consent to our forwarding of any such
communications and information to these authorities. In addition, Tele-Dynamics
will provide information in response to law enforcement requests, subpoenas,
court orders, to protect its rights and property and in the case where failure
to disclose the information may lead to imminent harm to the customer or others

2.6
Use of Service and Device by Customers Outside the
United States. Although we encourage you to use of the Service to place calls
to foreign countries from within the United States, we do not presently offer
or support the Service in any countries other than the United States and
Canada. If you use the Service or the Device outside of the United States or
Canada, you will be solely responsible for any violations of local laws and
regulations resulting from such use. We reserve the right to terminate your
Service immediately if we determine, in our sole and absolute discretion, that
you have used the Service or the Device outside of the United States or Canada.

2.7
Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software.

(a)
Copyright; Trademark. The Service and Device and any firmware or software used
to provide the Service or provided to you in conjunction with providing the
Service, or embedded in the Device, and all Services, information, documents
and materials on our websites are protected by trademark, copyright or other
intellectual property laws and international treaty provisions. All of our
websites, corporate names, service marks, trademarks, trade names, logos and
domain names (collectively “marks”) are and will at all times remain
our exclusive property. Nothing in this Agreement grants you the right or
license to use any of our marks.

(b)
Unauthorized Usage of Device; Firmware or Software. You have not been granted
any license to use the firmware or software used to provide the Service or
provided to you in conjunction with providing the Service, or embedded in the
Device, other than a nontransferable, revocable license to use such firmware or
software in object code form (without making any modification thereto) strictly
in accordance with the terms and conditions of this Agreement. You expressly
agree that the Device is exclusively for use in connection with the Service and
that we will not provide any passwords, codes or other information or
assistance that would enable you to use the Device for any other purpose. We
reserve the right to prohibit the use of any interface device that we have not
provided to you. You hereby represent and warrant that you possess all required
rights, including software and/or firmware licenses, to use any interface
device that we have not provided to you. In addition, you shall indemnify and
hold us harmless against any and all liability arising out of your use of such
interface device with the Service. You shall not reverse compile, disassemble
or reverse engineer or otherwise attempt to derive the source code from the
binary code of the firmware or software.

2.8
Tampering with the Device or Service. You shall not change the electronic
serial number or equipment identifier of the Device or to perform a factory
reset of the Device without our prior written consent. We reserve the right to
terminate your Service if we believe, in our sole and absolute discretion, that
you have tampered with the Device. In the event of such termination, you will
remain responsible for the full month’s charges to the end of the current term,
including, without limitation, unbilled charges, plus a termination fee, if
applicable, all of which will immediately become due and payable. You shall not
attempt to hack or otherwise disrupt the Service or make any use of the Service
that is inconsistent with its intended purpose.

2.9
Theft of Service. You shall notify us immediately, in writing or by calling our
customer support line, if the Device is stolen or if you become aware at any
time that your Service is being stolen, fraudulently used or otherwise being
used in an unauthorized manner. When you call or write, you must provide your
account number and a detailed description of the circumstances of the Device theft,
fraudulent use or unauthorized use of Service. Failure to do so in a timely
manner may result in the termination of your Service and additional charges to
you. Until such time as we receive notice of the theft, fraudulent use or
unauthorized use, you will be liable for all use of the Service using a Device
stolen from you and any and all stolen, fraudulent or unauthorized use of the
Service.

2.10
Return of Device (Does Not Apply to Customers who use Devices not provided by
Tele-Dynamics directly)

(a)
Retail Customers. A Retail Customer may only return the Device to the retail
store, dealer or other provider from which the Retail Customer purchased the
Device. All returns will be subject to the return policy of such retail store,
dealer or other provider. We will not accept any Device returned to us from a
Retail Customer.

(b)
Non-Retail Customers. Non-Retail Customers may return the Device to us within
fourteen (14) days of the termination of Service to receive a credit for any termination
fee (See Section 3.6) provided that:

the
Service is terminated within the first thirty (30) days following the
activation of the Service;

the
Device is in original condition, reasonable wear and tear excluded;

the
original proof of purchase are returned with the Device, together with the
original packaging, all parts, accessories, and documentation;

prior to returning the Device to us, you obtain a valid return
authorization number from our customer care department, which can be reached at
[email protected] or 212-413-8100; and

you
pay all costs of shipping the Device back to us.

If
you disconnect multiple lines, we will issue you a credit for all termination
fees upon receipt of all Devices in accordance with the requirements set forth
above.

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. In such event,
you must keep the original carton, all packing materials and parts intact in
the same condition in which they were received from the carrier and contact our
customer care department immediately at [email protected]  or 212-413-8100.

2.11
Number Transfer on Service Termination. Upon the termination of your Service,
we may, in our sole and absolute discretion, release to your new service
provider the telephone number that you ported (transferred or moved over) to us
from your previous service provider and used in connection with your Service
if:

such
new service provider is able to accept such number;

your
account has been properly terminated;

your
account is completely current, including payment for all charges and applicable
termination fees; and

you
request the transfer upon terminating your account.

2.12
Service Distinctions. The Service is not a telecommunications service and we
provide it on a best efforts basis. Important distinctions exist between
telecommunications service and the Service offering that we provide. The
Service is subject to different regulatory treatment than telecommunications
service. This treatment may limit or otherwise affect your rights of redress
before regulatory agencies.

2.13
Ownership and Risk of Loss. You will own the Device and bear all risk of loss
of, theft of, casualty to or damage to the Device, from the time it is shipped
to you until the time (if any) when it is returned to us in accordance with
this Agreement.

2.14
No 0+ or Operator Assisted Calling; May Not Support x11 Calling.
The Service does not support 0+ or operator assisted calling (including,
without limitation, collect calls, third party billing calls or calling card
calls). The Service may not support 311, 511 and/or other x11 (other than
certain specified dialing such as 911 and 411, which are provided for elsewhere
in this Agreement) services in one or more (or all) service areas.

2.15
No Directory Listing. The phone numbers you obtain from us will not be listed
in any telephone directories. Phone numbers transferred from your local phone
company may, however, be listed. As a result, someone with your phone number
may not be able to utilize a reverse directory to lookup your address.

2.16
Incompatibility With Other Services.

(a)
Security Systems. The Service may not be compatible with security systems. You
may be required to maintain a telephone connection through your local exchange
carrier in order to use any alarm monitoring functions for any security system
installed in your home or business. You are responsible for contacting the
alarm monitoring company to test the compatibility of any alarm monitoring or
security system with the Service.

(b)
Certain Broadband and Cable Modem Services. You acknowledge that the Service
presently may not be compatible with some broadband services. You further
acknowledge that some providers of broadband service may provide modems that
prevent the transmission of communications using the Service. We do not warrant
that the Services will be compatible with all broadband services and expressly
disclaim any express or implied warranties regarding the compatibility of the
Service with any particular broadband service.

3.
CHARGES; PAYMENTS; TAXES; TERMINATION

3.1
Billing. When the service is activated, you must provide us with a valid email
address and a credit or debit card number from a card issuer that we accept. We
reserve the right to stop accepting credit or debit cards from one or more
issuers. If your credit or debit card expires, you close your account, your
billing address changes, or your credit or debit card is canceled and replaced
on account of loss or theft, you must advise us at once. We will bill all
charges, applicable taxes and surcharges monthly in advance (except for
usage-based charges, which will be billed monthly in arrears, and any other
charges which we decide to bill in arrears) to your credit or debit card,
including but not limited to:

activation fees;

monthly Service fees;

international usage charges;

advanced feature charges;

equipment purchases;

termination fees; and

shipping and handling charges.

The
amount of such fees and charges shall be published on our website and may
change from time to time. Notification of monthly invoices will be sent to you
via your email address on file with us. We reserve the right to bill at more
frequent intervals if the amount you owe to us at any time exceeds $250. Any
usage charges will be billed in increments that are rounded up to the nearest
minute except as otherwise set forth in the rate schedules found on our
website.

3.2
Billing Disputes. You must notify us in writing within seven (7) days after
receiving your credit or debit card statement if you dispute any Tele-Dynamics
charges on that statement or you will be deemed to have waived any right to
contest such charges. All notices of disputed charges should be sent to:

Customer
Care Billing Department

Tele-Dynamics

30
Wood Avenue

Secaucus,
NJ 07094

 or

[email protected]

3.3
Payment and Collection.

(a)
Payment. We only accept payment by credit or debit card, unless other payment
terms have been explicitly agreed to in writing by Tele-Dynamics Your subscription to the Service authorizes us to charge
your credit or debit card. This authorization will remain valid until 30 days
after we receive written notice from you terminating our authority to charge
your credit or debit card, whereupon we will charge your credit or debit card
for the termination fee, if applicable, and any other outstanding charges and
terminate you Service. We may terminate your Service at any time in our sole
and absolute discretion if any charge to your credit or debit card is declined
or reversed, your credit or debit card expires and you have not provided us
with a valid replacement credit or debit card or in case of any other
non-payment of account charges.

(b)
Collection. If your Service is terminated, you will remain fully liable to us
for all charges pursuant to this Agreement and any and all costs we incur to
collect such amounts, including, without limitation, collection costs and
attorney’s fees.

3.4
Termination; Discontinuance of Service. We reserve the right to suspend or
discontinue the Service generally, or to terminate your Service, at any time in
our sole and absolute discretion. If we discontinue the Service generally, or
terminate your Service without a stated reason, you will only be responsible
for charges accrued through the date of termination, including a pro-rated
portion of the final month’s charges. If your Service is terminated on account
of your breach of any provision of this Agreement, you will be responsible for
the full month’s charges to the end of the current term, including, without
limitation, unbilled charges, plus the termination fee, if applicable, all of
which will immediately become due and payable.
The term of this Agreement will run from the Effective Date until the
end of the term (of any continuation thereof) of each Service.  The initial minimum term of for each Service
is set forth in the Service Activation Order (each an “Initial Term”).  The start date for the Initial Term of each
Service will begin on the Billing Start Date.
Customer must terminate a Service or the Agreement in writing by
providing Tele-Dynamics with at least thirty days prior written notice.  Please send termination notices to
[email protected] or fax to 212-413-8111, Attn: Service Terminations.

3.5
Taxes. You are responsible for all applicable federal, state, provincial,
municipal, local or other governmental sales, use, excise, value-added,
personal property, public utility or other taxes, fees or charges now in force
or enacted in the future, that arise from or as a result of your subscription
or use or payment for the Service or a Device. Such amounts are in addition to
payment for the Service or Devices and will be billed to your credit card as
set forth in this Agreement. If you are exempt from payment of such taxes, you
must provide us with an original certificate that satisfies applicable legal
requirements attesting to tax-exempt status. Tax exemption will only apply from
and after the date we receive such certificate.

3.6
Termination Fee. If Customer elects to terminate this Agreement or any Service
prior to the expiration of a Service’s Initial Term, Customer must provide
thirty days advance notice and must pay the Early Termination Fees for each
Service that has not completed its Initial Term.  The Early Termination Fees should not exceed
the fees that would have been owed through the end of such Service’s Initial
Term of any agreed upon renewal of the Initial Term.  Customer and Tele-Dynamics agree that an
Early Termination Fee is not a penalty but serves as an accurate approximation
of the damages to Tele-Dynamics that result from the termination before the end
of its Initial Term.  Upon termination or
expiration of this Agreement for any reason, Customer shall promptly pay all
amounts owed through the month of termination as well as any applicable Early
Termination Fees.

3.7
Customer will remain responsible for any charges for usage fees including but
not limited to local or international usage, calls to Tele-Dynamics toll free
numbers and directory assistance.

3.8
Payphone Charges. If you use our “Toll Free” feature or any toll free
feature that we offer in the future, we will be entitled to recover from you
any charges imposed on us either directly or indirectly in connection with toll
free calls made to your number. We may recover these amounts by means of a
per-call charge, rounded up to the next cent, or in such other fashion as we
deem appropriate for the recovery of these costs.

3.9
Charges for Directory Calls (411). We will charge you $1.50 for each call made
to Tele-Dynamics directory assistance.

3.10
Charges for Conference Bridge Calls. We will charge you 3.9 cents per minute,
or your then current domestic per minute rate if lower than 3.9 cents per
minute, for each caller who calls into your conference bride. The per minute usage fee will be calculated based on all
participants on the conference bridge, including on-network and off-network
participants.

4.
LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES

4.1
Limitation of Liability. We will not be liable for any delay or failure to
provide the Service, including 911 Dialing, at any time or from time to time,
or any interruption or degradation of voice quality that is caused by any of
the following:

an
act or omission of an underlying carrier, service provider, vendor or other
third party;

equipment, network or facility failure;

equipment, network or facility upgrade or modification;

force majeure events such as (but not limited to) acts of God,
acts of nature, strikes, fire, war, riot, acts of terrorism and government
actions;

equipment, network or facility shortage;

equipment or facility relocation;

service, equipment, network or facility failure caused by the loss
of power to you;

outage
of, or blocking of ports by, your ISP or broadband service provider or other
impediment to usage of the Service caused by any third party;

any
act or omission by you or any person using the Service or Device provided to
you; or

any
other cause that is beyond our control, including, without limitation, a
failure of or defect in any Device, the failure of an incoming or outgoing
communication, the inability of communications (including, without limitation,
911 Dialing) to be connected or completed, or forwarded.

Our
aggregate liability under this agreement will in no event exceed the Service
charges with respect to the affected time period.

4.2
Disclaimer of Liability for Damages. IN NO EVENT WILL Tele-Dynamics, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE
PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR
ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL
INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR
PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY
TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL
THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS
SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF
WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY
AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR
TYPE OF DAMAGES.

4.3
Indemnification and Survival.

(a)
Indemnification. You shall defend, indemnify, and hold harmless Tele-Dynamics,
its officers, directors, employees, affiliates and agents and any other service
provider who furnishes services to you in connection with the Service, from any
and all claims, losses, damages, fines, penalties, costs and expenses
(including, without limitation, attorney’s fees) by, or on behalf of, you or
any third party or user of the Service, relating to the Services, including,
without limitation, 911 Dialing, or the Device.

(b)
Survival. The provisions of this Agreement that by their sense and context are
intended to survive the termination or expiration of this Agreement shall
survive.

4.4
No Warranties on Service. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE
SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY
WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE
OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS. WITHOUT
LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE
WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION
OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER Tele-Dynamics
NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER
SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES DEVICES, OR PRODUCTS TO
CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS
TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR
UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S DATA
FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS
OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A
RESULT OF Tele-Dynamics’S OR ITS SERVICE PROVIDER’S
OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR
DEVICE, IF ANY, BY Tele-Dynamics OR Tele-Dynamics’S
AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY
KIND.

4.5
Device Warranties

(a)
Limited Warranty. Except as set forth herein, if you received the Device new
from us and the Device included a limited warranty at the time of receipt, you
must refer to the separate limited warranty document provided with the Device
for information on the limitation and disclaimer of certain warranties.
Remedies for breach of any such warranties will be limited to those expressly
set forth in such documentation.

(b)
No Warranty. If your Device did not include a limited warranty from us at the
time of receipt, you are accepting the Device “as is”. You are not
entitled to replacement, repair or refund in the event of any defect.

(c)
Retail Customer Limited Warranty. For Retail Customers only, we will provide a
limited warranty on the Device as to manufacturing defects only for a period of
one (1) year from the date of purchase. This Retail Customer limited warranty
does not apply to any defect or failure other than a manufacturing defect, and,
without limiting the generality of the foregoing, does not apply to any defect
caused by damage in transit, retailer handling or Retail Customer handling. A
Retail Customer’s sole remedy for any breach of this Retail Customer limited
warranty is to obtain a repaired or replacement Device, by following the return
procedures set forth in Section 2.10. Retail Customer must include with the
returned Device a letter stating that the Retail Customer is returning the
Device for warranty repair or replacement and stating the nature of the defect.
The Retail Customer limited warranty will also apply in lieu of the limited
warranty included with the Device if such included limited warranty is less
favorable to Retail Customer than that contained herein.

(d)
Disclaimer. OTHER THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE
DOCUMENTATION PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY
EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS OF
THE DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY
ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY
WARRANTY THAT THE DEVICE OR ANY FIRMWARE OR SOFTWARE IS “ERROR FREE”
OR WILL MEET CUSTOMER’S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT
ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION
PROVIDED WITH THE DEVICE. DEVICE WARRANTIES DO NOT APPLY TO BUSINESS PLUS
CUSTOMERS.

4.6
No Third Party Beneficiaries. No provision of this Agreement provides any
person or entity not a party to this Agreement with any remedy, claim, liability,
reimbursement, or cause of action or creates any other third party beneficiary
rights.

4.7
Content. You will be liable for any and all liability that may arise out of the
content transmitted by you or to any person, whether authorized or
unauthorized, using your Service or Device (each such person, a
“User”). You shall assure that your and your User’s use of the
Service and content comply at all times with all applicable laws, regulations
and written and electronic instructions for use. We reserve the right to
terminate or suspend your Services and remove your or your Users’ content from
the Service, if we determine, in our sole and absolute discretion, that such
use or content does not conform with the requirements
set forth in this Agreement or interferes with our ability to provide Services
to you or others. Our action or inaction under this Section will not constitute
any review or approval of your or Users’ use or content.

5.
MISCELLANEOUS

5.1
Governing Law. The Agreement and the relationship between you and us is governed by the laws of the State of New Jersey without
regard to its conflict of law provisions. To the extent court action is
initiated to enforce an arbitration award or for any other reason consistent
with Section 5.2, you shall submit to the personal and exclusive jurisdiction
of the courts located within the state of New Jersey and waive any objection as
to venue or inconvenient forum.

5.2
Mandatory Arbitration and No Jury Trial. Any dispute or claim between you, any
member of your household or any guest or employee of you and us arising out of
or relating to the Service or Device will be resolved by arbitration before a
single arbitrator administered by the American Arbitration Association in
accordance with its Commercial Arbitration Rules. The arbitration will take
place in Hudson County, New Jersey. The arbitrator’s decision will follow the
plain meaning of the relevant documents, and will be final and binding. Without
limiting the foregoing, the parties agree that no arbitrator has the authority
to: (i) award relief in excess of what this Agreement
provides; or (ii) award punitive or exemplary damages. Judgment on the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1)
YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims
shall be arbitrated individually. You shall not bring, or join any class action
of any kind in court or in arbitration or seek to consolidate or bring
previously consolidated claims in arbitration. THIS ARBITRATION PROVISION
CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE
SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, HUDSON COUNTY,
NEW JERSEY.

5.3
No Waiver of Rights. Our failure to exercise or enforce any right or provision
of this Agreement will not constitute a waiver of such right or provision.

5.4
Entire Agreement. This Agreement, including any future modifications as may
occur within the terms of the Agreement, and the rates for Services found on
our website constitute the entire agreement between you and Tele-Dynamics and
govern the use of the Service by you, members of your business, employees and
guests. This Agreement supersedes any prior agreements between you and
Tele-Dynamics and any and all prior or contemporaneous statements,
understandings, writings, commitments, or representations concerning its subject
matter.

5.5
Severability. If any part of this Agreement is legally declared invalid or
unenforceable, all other parts of this Agreement will remain valid and
enforceable. Such invalidity or non-enforceability will not invalidate or
render unenforceable any other portion of this Agreement.

6.
REASONABLE USE LIMITATIONS

Unusually
high usage of the Service attributable to individual Accounts may impair
Tele-Dynamics’s ability to provide the Services and/or indicate misuse of the
Services. Accordingly, for all Service Plans, reasonable use means that your
use of the Service does not materially impair Tele-Dynamics’s ability to
provide the Service to other users.

7.
UNLIMITED OR UNMETERED PLANS

All
unlimited or unmetered plans (“Unlimited Plans”) are subject to all of the
Prohibited Use and Reasonable Use limitations set forth in this Reasonable Use
Policy. In addition, all unlimited or unmetered plans are subject to the
following terms and conditions:

Unlimited
Plans are for normal residential or business use.

Unlimited
Plans cannot, under any circumstances, be used for call-in lines, call centers,
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.

Excessive
Use of Unlimited Plans is prohibited. “Excessive Use” means that your
use exceeds the monthly minutes per line used by 95% of all Tele-Dynamics
Unlimited Plan customers. Excessive Use is measured on a monthly basis. For
example, if you use 7,500 minutes in one month per line and 95% of all
Tele-Dynamics Unlimited Plan customers used less than 7,500 minutes that month
per line, your use would constitute Excessive use and would be in violation of
this Reasonable Use Policy.

Tele-Dynamics
reserves the right to review and monitor your usage of your Unlimited Plan at
any time (i) to calculate Excessive Use and (ii)
compliance with this Reasonable Use Policy, including that there is no
Excessive Use.

Except
where prohibited by law, if you violate this Reasonable Use Policy, including
but not limited to by Excessive Use of the Service, you hereby acknowledge and
agree that Tele-Dynamics may modify, suspend, terminate, disconnect or take any
other reasonable action regarding your Service to prevent continued violation
of this Reasonable Use Policy (a “Plan Modification”), including charging you
on per minute basis, at Tele-Dynamics’s published per minute rates, for any
Excess Use or automatically converting your Unlimited Plan to a metered plan.
You hereby agree to pay Tele-Dynamics, and hereby authorize Tele-Dynamics to
charge your credit card for any additional fees, charges and penalties related
to any Plan Modification.

8.
FUTURE CHANGES TO THIS AGREEMENT

We
may change the terms and conditions of this Agreement from time to time.
Notices will be considered given and effective on the date posted on
www.TDNYC.com.  Tele-Dynamics will make
best efforts to notify Customers in advance via email regarding changes to the
terms and conditions of this Agreement. Such changes will become binding on you
on the date they are posted to our website and no further notice by us is
required upon your continued use of the Service. The Agreement as and when
posted supersedes all previously agreed to electronic and written terms of
service, including, without limitation, any terms included with the packaging
of the Device and also supersedes any written terms provided to Retail
Customers in connection with retail distribution, including, without
limitation, any written terms enclosed within the packaging of the Device.

9.
PRIVACY

Tele-Dynamics
Service utilizes, in whole or in part, the public Internet and third party
networks to transmit voice and other communications. Tele-Dynamics is not
liable for any lack of privacy which may be experienced with regard to the
Service. Please refer to our website at www.TDNYC.com for additional Privacy
Policy information.