Red Mountain Voice & Data, Inc. DBA Red Mountain Technology Solutions 

SERVICE AGREEMENT FOR REDCONNECT CLOUD HOSTED PHONE SERVICE INCLUDING TERMS AND CONDITIONS

Revision Date: 05/7/2024

 

These Terms of Service constitute the agreement (“Agreement”) between Red Mountain Voice & Data, Inc., (dba Red Mountain Technology Solutions) referred to herein as “we,” “us” or “Red Mountain Voice & Data, Inc.”) and the user (referred to herein as “you,” “user”, “Customer” or “Subscriber”) of Red Mountain Voice & Data, Inc. business services and any related products or services (“Service”).

This Agreement governs both the Service and any devices, including but not limited to Phones, Network Services Gateways, Analog Telephone Adapter, Switches, Routers or any other IP connection device (“Device” or “Equipment”), used in conjunction with the Service. If you provided the Equipment, then we offer no warranty coverage for such Equipment and installation and provisioning charges will apply. If additional programming of the customer provided device(s) after the original installation are required then those service charges will apply.

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.

 

Service Activation Form and Agreement or Service Activation Form or Contract: This represents the agreement or contract between Red Mountain Voice & Data, Inc. and Customer. These Terms of Service apply to those agreements. It may only be changed only by subsequent mutual agreement in writing or as described herein. Such subsequent written agreement may be called a Change Order or an AddOn Order.

 

These Terms and Conditions of Service are divided into several general sections for convenience only.

 

SECTION 1 –  DEVICES AND EQUIPMENT AND THEIR INSTALLATION AND SIMILAR NON-RECURRING CHARGES

 

1.1 Manufacturer’s Parts Warranty

We offer a ”pass-through” of the parts warranty provided by the manufacturer. This covers the cost of repair or replacement of a part, which fails due to defective materials or workmanship or normal wear-and-tear during the manufacturer’s warranty period, which is specified on the Proposal or Contract. A “failure” is, for the purposes hereof, defined as failure of a mechanical or electronic part of a covered component, or faulty workmanship on a covered component. Failed parts may be repaired or replaced at the option of the manufacturer or Red Mountain Voice & Data, Inc.. No Red Mountain Voice & Data, Inc. labor is included even to test, troubleshoot, remove, install or reprogram the defective or replacement component. The cost of this LIMITED Parts warranty coverage is included in the part-price and/or on the applicable Proposal, Contract or Service Activation Form and Agreement.

 

1.2 Other 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.

 

1.3 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.

 

1.4 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.

 

1.5 Trouble Dispatch Call

If a dispatch to the customer’s site is authorized by the customer to investigate and repair a problem, and in the end, the problem is NOT found to be with the Hosted Service or with any equipment provided by Red Mountain Voice & Data, Inc. which is still covered by the manufacturer’s warranty, there will be a charge to the customer as follows for the Trouble Dispatch Call. This charge will be reduced if the Customer has Remote Managed Support – Labor Coverage Only.

 

SECTION 2 –  REMOTE MANAGED SUPPORT – LABOR COVERAGE ONLY

 

2.1 Cost

This is an additional cost item which may be specifically described and priced separately or bundled with other items. Pricing based upon the size of the system and must be detailed on a Proposal or Contract, and on a PAID invoice. It may be included with the cost of a new system. (Monthly service agreements cover support on the phone system programming and troubleshooting only.)

 

2.2 Provides Remote Labor Only

Support for equipment and systems provided by Red Mountain Voice & Data, Inc. including priority service, troubleshooting, testing, ordering parts, programming, etc. It includes administration of any manufacturer’s parts warranty, extended parts coverage, which may be in effect and free ongoing employee training through our training and resource portal. Also includes reduced cost for onsite work for moves, adds and changes. Does not include labor for maintenance, moves, adds and changes to the system.

 

2.3 Term

This coverage is in effect for the entire term described on your Service Activation form and/or Agreement, Term Listing on Invoices/Statements, Change Order or Add-On Order when this item appears and is priced and for any renewal/extended terms as described herein.

 

2.4 Reduced Pricing for Onsite Moves, Adds or Changes to Equipment, Cabling, or Labor if listed on the activation form or agreements. 

Otherwise labor is at our standard service rate for the work that falls outside of the covered services.

Standard billing rate reduced to preferred billing rate. 

Increment reduced to one half hour from one hour after the first hour. 

Trip charge (in lieu of travel time or mileage) reduced to the preferred rate from the regular rate within our local service area.

SECTION 3 – EMERGENCY SERVICES – 911 DIALING

 

3.1 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 Red Mountain Voice & Data, Inc. certified Devices or Equipment. The 911 Dialing feature may not work at all when used in conjunction with a Softphone, Virtual Numbers or Subscriber provided Customer Premise Equipment. Our 911 Dialing feature is not automatic and must be separately registered for each address where you will use the Services in order to activate the 911 Dialing feature. Red Mountain Voice & Data, Inc. will properly register and program all phone numbers and phone installation locations for proper “911 dialing” at the time of installation or when additional phones or lines are added. This must be done for each Red Mountain Voice & Data, Inc. 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 herein. It is the customer’s sole responsibility to perform testing and audits on the phone to location information.

 

3.2 Registration of Physical Location Required

Each phone number that you use for the Service, must be registered with Red Mountain Voice & Data, Inc. associating it with the physical location where you will be using the Service with that phone number. If you move the Device to another location, it MUST be re-registered to be associated with the NEW ADDRESS. If it is not properly reregistered to the new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address. This information can be verified by calling 933 from the device.

 

3.3 Non Location Registration

Any calls that were sent to the Emergency Answering Service that do not have the location information set up in the user portal will receive a $150 or current rate charge to the account.  This fee is passed through to the end user from the Emergency Answering Service.

 

3.4 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 may not have your address or 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.

 

3.5 Service Outages Due to Power Failure or Disruption

911 Dialing may not function in the event of a power failure or service 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.

 

3.6 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.

 

3.7 Service Outage Due to Suspension or Termination of Your Red Mountain Voice & Data, Inc. account. 

Service outages due to suspension or termination of your account will prevent all Service, including 911 Dialing, from functioning.

 

3.8 Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. 

Customer’s 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 Red Mountain Voice & Data, Inc. 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.

 

3.9 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.

 

 

3.10 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.

 

3.11 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.

 

3.12 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.

 

3.13 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.

 

3.14 Disclaimer of Liability and Indemnification

Red Mountain Voice & Data, Inc. does 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 Red Mountain Voice & Data, Inc. 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 Red Mountain Voice & Data, Inc., its officers, directors, employees, affiliates and agents and any other service providers who furnishes services to you in connection to the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys 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. 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.

 

3.15 End-Of-Life Products

Once a product is declared “End-Of-Life” by the manufacturer, the ability to obtain (new, used or reconditioned) replacement parts and technical support becomes more difficult. Red Mountain Voice & Data, Inc. and affiliates shall only be required to apply their best-efforts to obtain replacements for failed components and/or to obtain any required technical support for end-of-life products in order to comply with this agreement.

 

3.16 Transferring of 911 Calls

Red Mountain Voice & Data, Inc. service provides the ability to send the call details to the emergency answering service.  When a call is transferred to 911, the call information of the original caller is NOT passed on.  It is strongly suggested that customers advise staff that you instruct a caller that requires an emergency response to hang up and call 911 directly so the emergency answering service will get the proper location information.  If a call IS transferred to 911, Red Mountain Voice & Data, Inc. will pass on the $150 or current fee that Red Mountain Voice & Data, Inc. is charged for the unregistered location call.

 

SECTION 4 – Automatic Agreement Term Extension

4.1 Term

Service is offered on a Month to Month or annual or multi-year basis as is determined in your Proposal, Service Activation Form and/or Agreement or on a Change Order or Add-On Order. The term begins on the date that Red Mountain Voice & Data, Inc. activates your Service and ends on the day before the anniversary date of your Term. You are purchasing and agreeing to be liable for the charges of the Service for full terms. If you attempt to terminate Service prior to the end of a term or an extended term you will be responsible for the full charges or cancellation charges as detailed in these terms and conditions.

 

4.2 Term Extension

The term of this agreement automatically reverts to a month to month agreement at the current Month to Month price rate for equal services. Customer has the option to renew a full term for discounted pricing. Customer will notify Red Mountain Voice & Data, Inc. in writing 60 days prior to the end of the current term of the intentions to end the agreement. 

 

4.3 Changes in Service

Services may be added or deleted by mutual written agreement as described elsewhere herein, however, during any agreed-upon term; in no case will the monthly charges to the customer fall below 75% of the Monthly Recurring Charge commitment on the original agreement.

 

4.4 Use of Service and Red Mountain Voice & Data, Inc. Provided Devices

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. All fees and associated expenses for the misuse of the service will charge your account or be billed at the rate currently applicable to the service.

 

4.5 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 Red Mountain Voice & Data, Inc. 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.  All fees and associated expenses for the misuse of the service will charge your account or be billed at the rate currently applicable to the service.

 

 

SECTION 5 – Service Usage

 

5.1 Usage Details

Red Mountain Voice & Data, Inc. offers Service calling plans that provide unlimited minutes of outbound calls for reasonable business use by Customers. Such use shall not include certain activities including, but not limited to, any autodialing, robo-calling, continuous or extensive call forwarding, continuous or extensive chat, continuous connectivity, fax or Text Message broadcasting or blasting, telemarketing (including without limitation charitable or political solicitation or polling), call center operations (unless properly licensed), junk or Text Messages and faxing, fax spamming, calling/faxing/Text Messaging any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage and our Fair Usage Policy. Without limiting any other remedies hereunder, we reserve the right to immediately terminate or modify the Services and billing of any Customer using Unlimited minutes where we determine, in our sole discretion, that the Customer is using minutes in excess of reasonable business use. 

Customers shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. Customers further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law.

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, Red Mountain Voice & Data, Inc. 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.

 

5.2 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 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 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, Red Mountain Voice & Data, Inc. 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.

 

SECTION 6 – Fair Usage Policy for Unlimited Accounts

 

6.1 Monthly Usage Limit:

Each user account is allocated a monthly usage limit of 2400 minutes for incoming/outgoing calls. This limit applies to both local and international calls made through the RedConnect VoIP service.

 

6.2 Calculation of Usage:

Usage is calculated based on the total duration of incoming/outgoing calls made by the user within a calendar month. Voicemail retrievals, and other non-outgoing call activities are not counted towards the usage limit.

 

6.3 Enforcement of Usage Limit:

Once a user reaches the monthly usage limit of 2400 minutes, calls will be charged the standard minute overage charge until the start of the next billing cycle.  If overages are happening each month, a minute plan will be added to  the subscribers monthly charge.

 

6.4 Exceptions:

In certain cases, such as business accounts or special arrangements, users may request an increase in their monthly usage limit. Such requests will be reviewed on a case-by-case basis by our customer support team.

 

6.5 Abuse Prevention:

RedConnect reserves the right to monitor usage patterns and take appropriate action against users who engage in excessive or abusive usage of the VoIP service, including but not limited to, terminating or suspending accounts.

 

6.6 Revision of Policy:

RedConnect reserves the right to revise this Fair Usage Policy as necessary to ensure the efficient operation of our VoIP service and fair treatment of all users. Any changes to the policy will be communicated to users in advance.

 

 

SECTION 7 –  Unsatisfactory and Non-Recommend Uses 

 

7.1 Legacy Fax and Modem Service. 

Fax machines and modems most likely are not compatible with Hosted VoIP service and connectivity (POTS lines) for such equipment may need to be provided by using the Red Mountain Instafax offerings for fax machine interfaces or cloud faxing. In the event that faxing services are not adequately functioning, Red Mountain Voice & Data, Inc. reserves the right to modify the CODEC on the VoIP network to adequately suit the faxing issues. Red Mountain Voice & Data, Inc. will make reasonable efforts to ensure service works reliably with Customer’s existing fax machine. The Customer agrees to set their fax machine to a slower speed if Red Mountain Voice & Data, Inc. feels that this is necessary. Red Mountain Voice & Data, Inc. is not responsible for any costs necessary to make this change. If reliable faxing over service is deemed unfeasible by either Red Mountain Voice & Data, Inc. or the Customer, then the Customer will bear the full cost of ordering and maintaining a POTS line dedicated to faxing via Red Mountain Voice & Data, Inc. , LEC, RBOC or CLEC. Red Mountain Voice & Data, Inc. will not be financially liable for its inability to provide reliable faxing with this service. If Red Mountain Voice & Data, Inc. is unable to provide reliable fax service over this product, Red Mountain Voice & Data, Inc. agrees to release the Customer from contract liability for the one phone being used to provide service to his fax machine. Customer will continue to be liable for all other contracted services in such a situation.

 

7.2 Modem Service. 

Red Mountain Voice & Data, Inc. will make reasonable efforts to ensure that the service works with the Customer’s modem. If reliable modem service is deemed unfeasible by Red Mountain Voice & Data, Inc. or the Customer, then the Customer will bear the full cost of ordering and maintaining a POTS line dedicated to the modem via Red Mountain Voice & Data, Inc., LEC, RBOC or CLEC. Red Mountain Voice & Data, Inc. is not responsible for any integrator costs necessary to make this change. Red Mountain Voice & Data, Inc. will not be responsible. Red Mountain Voice & Data, Inc. will not be financially liable for inability to provide reliable modem service with this service. If Red Mountain Voice & Data, Inc. is unable to provide reliable modem service with this service, Red Mountain Voice & Data, Inc. agrees to release Customer from contract liability for the one phone being used to provide service to this modem. Customer will continue to be liable for the remainder of the services in such a situation.

 

7.3 Non-recommended uses. ( Alarm Systems and Life Safety)

 Business critical systems such as, but not limited to, burglary or fire alarms, point-of-sale systems, security systems, medical monitoring systems or chemical monitoring systems should not be used with this service unless approved by the AHJ (Authority Having Jurisdiction).  Red Mountain Voice & Data, Inc. will not be held liable for any and/or all system failures, injury, or loss from Customer using the service for any alarm, fire, life safety, signaling, monitoring, or notification purposes.

 

7.4 Use of Service and Device by Customers Outside the United States. 

Although we encourage you to use the Service to place calls to foreign countries from within the United States when International calling is part of the service agreement, we do not presently offer or support originating calls or Service in any countries other than the United States and Canada. You are welcome to use the service or device outside the USA and Canada and there is a strong likelihood that it will work inbound, However the reliability of Internet service and the willingness of Internet Service Providers in foreign countries to carry Voice over Internet Services varies tremendously from country to country and is subject to local laws. We will terminate services to foreign countries upon determination in our sole and absolute discretion that the ISP is blocking service or if we determine that, again, in our sole and absolute discretion that we are in violation of any local laws. We will continue to provide any service not affected by such laws and interruptions and will provide a full credit for time periods where we could not provide service. Furthermore, since you are resident in the foreign jurisdiction and we are not, we require that you hold us harmless for any judgements against us resulting from our provision of these services to you in that jurisdiction.

 

SECTION 8 –  Copyright, Trademark, Unauthorized Usage of Device, Firmware or Software

8.1 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.

 

8.2 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 non transferable, 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 devices 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.

 

8.3 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.

 

4.4 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. IUn no case will Red Mountain Voice & Data, Inc. be financially responsible for the consequences of the illegal, improper and/or unauthorized acts of others.

 

SECTION 9 – Service Level Agreement

 

9.1 Service Level Agreement Overview

Our Service Level Agreement is available upon request and it defines the expected level of service customers can expect and our responsibilities to maintain this level of service.

 

9.2 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:

1. Such new service provider is able to accept such number;
2. Your account has been properly terminated; 
3. Your account is completely current, including payment for all charges and applicable termination fees
4. You request the transfer upon terminating your account.
5. Arrangements have been made and aRMA issues for the return of the equipment if Leased or Rented.
6. We will cancel the account and remove the DID number from our services at the time of the number porting OR when instructed by Customer to cancel the account completely.  YOU WILL LOSE THE PHONE NUMBER IF YOU CANCEL THE ACCOUNT BEFORE THE NUMBER PORTS. THIS GOES BOTH WAYS. IF THE NUMBER IS CANCELED PRIOR TO PORTING THE NUMBER OVER TO RED MOUNTAIN AND WE WILL NOT BE ABLE TO ACTIVATE OR PORT THE NUMBER

9.3 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.

 

SECTION 10 – Ownership and Risk of Loss

10.1 Device Purchases Details

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.

10.2 Device Rental Details

You will rent the Device and bear all risk of loss of, theft of, casualty to or damage to the Device, from the time it is installed OR shipped to you until the time when it is returned to us in accordance with this Agreement and is subject to the Equipment Return Policies and Fees. After the term is completed. purchases are available if you decide to keep the phones. After Term equipment pricing will be provided at the time of the terms end.

 

10.3 No 0+ or Operator Assisted 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.

 

10.4 No Directory Listing

The phone numbers you obtain from us will not be listed in any telephone directories unless specified in the original agreement and a charge for that service has been applied. Phone numbers transferred from another phone company may, however, already be listed. As a result, someone with your phone number may not be able to utilize a reverse directory to lookup your address unless you initiate a request for a Directory Assistance listing through us.

 

10.5 Internet Compatibility and Redundancy

The service provided by Red Mountain Voice & Data, Inc. is carried via broadband Internet separately provided by the Customer (bring your own Internet) since this is the most economical arrangement. There is no Broadband Internet included on any Service Activation Form and Contract unless specifically listed. Red Mountain Voice & Data, Inc. will assist with information to configure the Customer’s required Network Services Gateway to maximize voice quality and reliability and this configuration work is included in the PBX setup item on your Service Activation Form and Contract. Red Mountain Voice & Data, Inc. will, with your permission, also work through you, your Network Administrator and with your Internet Service Provider to resolve problems which may arise with your Internet service which affect voice quality or reliability. However, since we have neither control nor responsibility for the quality of your Internet service, all such work will be billable to Customer at current rates. The service we provide is compatible with virtually all types of BROADBAND Internet except for DSL (in all its varieties) and dial-up services. You can decide to bring in and use, at your own expense, a separate backup Internet Service Provider to provide you with backup Internet service should your primary Internet provider ever go “down.” Most Network Service Gateways provide for “automatic failover and revert” should your primary ISP go “down.” Any work we may perform programming and setting this up will be billable to Customer at current rates. You can also decide to purchase and provide a dedicated direct connection from your site(s) to our Hosted switch. We will provide a proposal for this connection and for provisioning, connecting, programming and ongoing connectivity upon request.

 

SECTION 11 –  CHARGES, AUTOPAY, PAYMENTS, TAXES, TERMINATION

11.1 Billing

When the service is activated, you must provide us with a valid email address and a credit or debit card number or ACH information from a card issuer or bank that we accept. We reserve the right to stop accepting credit or debit cards and ACH transfers 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, ACH, 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 noted on the agreement 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 orby request if not available or current on the website.

 

11.2 Autopay Requirements

All Accounts require Autopay for any monthly services unless special arrangements were made at the time of the Service Activation and noted on the activation form.

In the event of a declined autopay payment, the account holder will be promptly notified through the contact information provided during enrollment. Notifications may be sent via email, SMS, or any other communication method specified by the account holder.

11.3 Autopay Retry Attempts

The autopay system will make an attempt to process the payment following the initial decline. The account holder is responsible for ensuring that sufficient funds are available in the designated account or that any issues causing the decline are promptly resolved.

11.4 Autopay Service Suspension

If the autopay payment remains declined after 2 retry attempts, the service associated with the autopay may be temporarily suspended. The account holder will be informed of the suspension and provided with instructions on how to reinstate Autopay.

11.5 Autopay Late Payment Fees

A late payment fee may be assessed in addition to the declined payment. The amount and conditions for late payment fees will be outlined in the agreement and may vary based on the service or subscription.

11.6 Autopay Updating Payment Information

It is the responsibility of the account holder to ensure that accurate and up-to-date payment information is provided. Any changes to payment details should be promptly updated through the designated platform or by contacting customer support.

 

11.7 Autopay Reinstatement of Service

Once the declined payment is successfully processed or the account holder rectifies the issue, the autopay service will be reinstated. Additional fees or charges may apply for service reinstatement.  

 

The first Autopay decline will include a $35.00 reinstatement fee.  The second and subsequent declined payments will require a $50.00 reinstatement fee.

 

11.8 Termination of Autopay:

The account holder has the option to terminate the autopay service at any time. Instructions for termination can be found by contacting customer support.

11.9 Autopay Dispute Resolution:

Disputes arising from declined autopay payments will be resolved in accordance with the dispute resolution process outlined in the agreement between the Customer and Red Mountain Voice & data, Inc..

 

Red Mountain Voice & Data, Inc. reserves the right to amend these terms and conditions. Notice of any changes will be provided to the customer through the standard and online communication channels..

By continuing with the autopay enrollment, the account holder acknowledges and agrees to abide by these terms and conditions.

 

11.10 General Billing Disputes

You must notify us in writing within seven days after receiving your credit or debit card or ACH statement if you dispute any Red Mountain Voice & Data, Inc. 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 

Red Mountain Voice & Data, Inc. 

446 North Park Street

Suite B 

St. George, UT 84770

 

11.11 Payment and Collection

Payment. We only accept payment by credit card, debit card or ACH transfer, unless other payment terms have been explicitly and mutually agreed to in writing. Your subscription to the Service authorizes us to charge you using one of these methods. This authorization will remain valid until 30 days after we receive written notice from you terminating our authority to use your credit or debit card or ACH authorization. We will charge your credit or debit card or ACH for the termination fee, if applicable, and any other outstanding charges and terminate your Service. We may terminate your Service at any time in our sole and absolute discretion if any charge to your credit or debit card or ACH is declined or reversed, if 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. There will be a $50 per occurrence fee charged to your account when a charge to an authorized credit or debit card is denied by your bank for any reason whatsoever.

11.12 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.

 

11.13 Termination-Discontinuance of Service. 

We reserve the right to suspend or discontinue the Service generally, or to terminate your Service, at any time for non payment . 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 prorated portion of the final month’s charges. If your Service is terminated on account of your breach of any provision of this Agreement including for non-payment of recurring charges per 5.3a above you will be responsible for the fee associated with termination as detailed in section 14.0 of the AgreementWe may, in our sole and absolute discretion reinstate suspended or terminated service after full payment has been received. A reinstatement charge of $100.00 per account will be assessed and must be paid in full prior to such reinstatement.

 

11.14 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 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 a certificate.

 

11.15 Toll Free Services

If you use our “Toll Free” feature or any toll free feature or International calling that we offer, we will be entitled to recover from you any charges imposed on us either directly or indirectly in connection with such calls billed to your account. 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.

 

11.16 Charges for Directory Calls (411)

We will charge you $1.50 for each call made to Red Mountain Voice & Data, Inc. directory assistance if the service is enabled on the account.

 

11.17 Charges for Conference Bridge Calls

We will charge you the prevailing rate, for each caller who calls into your conference bridge. The per-minute usage fee will be levied for each participant on the conference bridge, including on-network and off-network participants. 

SECTION 12 – PRICING

12.1 Pricing

Prices offered on a Proposal or Contract or Service Activation Form and Agreement or Service Activation Form are valid for 30 days (unless specifically stated differently on the face of a Proposal or Contract or Service Activation Form and Agreement or Service Activation Form) and may only be extended at the option of Red Mountain Voice & Data, Inc.. 

Proposals or Contracts or Service Activation Forms and Agreements or Service Activation Form and Agreements and Agreement, when executed, constitute a legal and binding contract between Red Mountain Voice & Data, Inc. and the customer to provide the listed equipment, services, etc. at the agreed upon price to be paid in cash, check, Purchase Order, or credit card as specified or by lease proceeds at the customer’s option. 

 

12.2 Credit

Red Mountain Voice & Data, Inc. has relied upon the customer’s representation of good creditworthiness and the customer agrees to complete and submit an Application for Credit or Lease if requested. Red Mountain Voice & Data, Inc. reserves the right to approve the selection of a leasing company. If Lease payments appear on our proposals, the pricing is only an informed estimate. Lease terms, rates and commitments, if applicable, are contingent upon separate agreement between and approval by both the customer/lessee and the approved Leasing Company. 

 

12.3 Proposals and Agreements

The Proposal or Contract or Service Activation Form and Agreement or Service Activation Form supersedes all prior discussions, verbal agreements and represents the final agreement as to the nature of the products to be provided and the services to be performed. This Proposal or Contract can only be canceled or modified by mutual written consent. Failure of customer to pay invoices issued by Red Mountain Voice & Data, Inc. within terms will constitute a breach of this contract by the customer and may, at the discretion of Red Mountain Voice & Data, Inc. void the remainder of any warranty, Service Level Agreement Managed Services Agreement or any other related agreement. 

 

12.4 Warranty

The use of unauthorized personnel to service covered equipment may, at the discretion of Red Mountain Voice & Data, Inc., void the warranty or managed Services Agreement. No service will be performed and no parts will be replaced once a warranty or managed Services Agreement is voided. Customers may apply for reinstatement of a voided warranty or Managed Services Agreement by payment of any outstanding account balance plus a reinstatement & inspection fee which shall be no less than two hours of labor at that customer’s prevailing labor rate. Reinstatement shall be at the sole discretion of Red Mountain Voice & Data, Inc..

 

SECTION 13 NON-SOLICITATION OF EMPLOYEES and NDA Requirements

 

13.1 NON-SOLICITATION OF EMPLOYEES

Customer agrees not to solicit employees of Red Mountain Voice & Data, Inc. AND ITS AFFILIATES During and for two years after the term of any services, warranty, or Managed Services Agreement. The customer shall not solicit the employment of, or employ any employee of Red Mountain Voice & Data, Inc. (or of its affiliate companies) on a full time, part time, casual, contractual or any other basis without the prior written consent of Red Mountain Voice & Data, Inc. or without remitting to Red Mountain Voice & Data, Inc. the sum of $50,000.00.

 

13.2 Non Disclosure Agreements

Both parties agree to a non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement (SA), that protects both parties confidential material, knowledge, or information that both parties wish to share with one another for the purposes of doing business together.

SECTION 14 – OTHER CONDITIONS

 

14.1 Cable, Infrastructure, and Installation Requirements

All Proposals and Contracts assume that the following conditions exist or apply. There will be an additional charge, over and above the Proposal or Contract amount if these conditions DO NOT exist or apply unless specifically detailed on the face of a Proposal or Contract.If new cabling is required, a separate proposal will show those costs.

1. If Union Labor or Union Labor Rates or “Prevailing Rate” wage levels are required and not shown on the original agreement, then additional charges may apply.
2.  All telephone instruments are configured for placement on desks. Wall mounting usually requires additional parts and/or labor, which is included only if specifically detailed on the Proposal or Contract.
3. If there are required building or construction permits or special licenses, Customer agrees to pay, in addition to the Proposal or Contract amount, for any such permits “at cost”.
4. Satisfactory operation of portable or cordless telephones or other equipment utilizing radio waves depends upon specific site conditions. These conditions were not measured, nor are problems anticipated because the equipment we provide operates in most environments and under most conditions. We will make a good faith effort to make adjustments (without additional cable runs) to achieve satisfactory operation. 
5. Our pricing is based upon the work proceeding from start to finish without undue interruption. When the customer (or unavoidable job conditions outside of the control of Red Mountain Voice & Data, Inc.) requires that the job be interrupted due to construction scheduling, permits or for any other reason, there may be an additional charge of $175.00 for each such interruption. Furthermore, once an installation/cutover date is scheduled and agreed-upon with the customer, requiring us to have all labor and equipment available and prepared for that date, there will be an additional charge of 10% of the sale price when the customer postpones the installation date. These charges are for the cost of inventory, rescheduling, redeployment and loss of continuity.
6. Where the porting of telephone numbers is postponed by the Customer and such porting delay results in penalty charges to Red Mountain Voice & Data, Inc. from the carrier, such penalty charges will be the financial responsibility of the Customer at cost.
7. The Customer must provide the necessary programming information to us as scheduled, permitting us to program your new system in time to have it ready for your cutover date. If the information is not received, the cutover date may have to be postponed.
8. Title to and ownership of equipment removed and replaced by the equipment detailed on an executed Agreement or Contract will pass to Red Mountain Voice & Data, Inc. upon completion of the installation. All equipment removed and/or replaced shall become the property of Red Mountain Voice & Data, Inc.. Pricing has already been adjusted accordingly to provide a credit for such trade-in of old equipment. If Customer has leased or rented the equipment from another provider, the customer will be responsible to return the equipment as per the previous providers return instructions
9. All prices are based upon our standard Monday – Friday 8:30 am to 5:00 PM schedule. Overtime worked will be charged at the customer’s prevailing rate.

 

SECTION 15 –  INSTALLATION COMMITMENT AND TRAINING

Installation commitments will be confirmed only after all deposits and signed contract documents and any applicable completed lease/rental documents are received. This in no way affects the validity of this Proposal or Contract.

 

15.1 Basic Training 

Training on your new system is included in the price and will be scheduled at, or as close as possible to, system cutover or phone line port over. This basic training includes making, receiving and transferring calls, leaving and retrieving voice mail messages and setting up individual voicemail boxes, etc. Such training is usually via a scheduled Webinar or on site by Red Mountain Voice & Data, Inc. staff if within the local install area. Onsite classroom type training outside the Red Mountain Voice & Data, Inc. install area is at additional cost and must be scheduled in advance.

 

15.2 Advanced (or Administrative) Training

Advanced Training is also available upon request. Advanced training includes topics such as system administration, telephone and mailbox programming.

 

15.3 Additional Training

Additional training is always available when required by the customer’s personnel due to new employees, changes in responsibility or just as a refresher. Such training should be scheduled with Customer Service

SECTION 16 – LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES

16.1 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:

1. An act or omission of an underlying carrier, service provider, vendor or other third party 
2. Equipment, network or facility failure
3. Equipment, network or facility upgrade or modification
4. 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 
5. Equipment, network or facility shortage 
6. Equipment or facility relocation
7. Service, equipment, network or facility failure caused by the loss of power to you
8. 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
9. Any act or omission by you or any person using the Service or Device provided to you
10. 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.

16.2 Disclaimer of Liability for Damages

In no event will Red Mountain Voice & Data, Inc., 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. 

11.3 Indemnification and Survival

1. Indemnification. You shall defend, indemnify, and hold harmless Red Mountain Voice & Data, Inc., 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. Similarly, Red Mountain Voice & Data, Inc. shall defend, indemnify, and hold harmless your officers, directors, employees, affiliates and agents, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party or user of the Service, not relating to the Services, including, without limitation, 911 Dialing, or the Device. 
2. 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.

16.4 Warranties on Service

We make no warranties, express or implied, including but not limited to, any implied warranties of merchantability, fitness of the service 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, and degradation of voice quality or loss of content, data, or information.  Neither Red Mountain Voice & Data, Inc. 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 Red Mountain Voice & Data, Inc.’s or its service provider’s or vendor’s negligence. Statements  and description concerning the service or device, if any, by Red Mountain Voice & Data, Inc. OR Red Mountain Voice & Data, Inc.’s agents or installers are informational and are not given as a warranty of any kind. The equipment we provide is covered by each manufacturer’s new equipment warranty for repair or replacement. Our labor, whether for installation or for subsequent service work is warranted to be free from defects in material or workmanship for a period of one year and such defects will be promptly cured, repaired or replaced at our discretion.

 

16.5 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.

 

16.6 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.

 

16.7 Recording Conversations

Red Mountain Voice & Data, Inc. provides an additional cost optional; service that allows Customer personnel to record individual telephone conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by state to state. Customer is solely responsible for applying the local laws in the relevant jurisdiction when using this feature.

 

16.8 Call Recording Charges

Call Recording is an add-on feature to the standard service that carries an additional charge (Unless shown on the original service agreement or approved proposal.  If the Customer enables the Call Recording Feature in the administrative portal for the Customer, addition charges will be added to the agreement for the feature.

SECTION 17 – MISCELLANEOUS

17.1 Governing Law

The Agreement and the relationship between you and us is governed by the laws of the State of Utah 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 Utah and waive any objection as to venue or inconvenient forum.

 

17.2 Legal Fees

The Customer shall be responsible for the cost of any legal fees incurred by Red Mountain Voice & Data, Inc. as a result of a breach of this Agreement by the Customer.

 

17.3 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 St George Utah. 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, WASHINGTON COUNTY, UTAH.

 

17.4 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.

 

17.5 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 Red Mountain Voice & Data, Inc. 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 Red Mountain Voice & Data, Inc. and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

 

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

 

SECTION 18 – PRIVACY

 

18.1 Privacy

Red Mountain Voice & Data, Inc. Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Red Mountain Voice & Data, Inc. is not liable for any lack of privacy, which may be experienced with regard to the Service. RedConnect is a trademark owned by Red Mountain Voice & Data, Inc. DBA Red Mountain Technology Solutions.

 

SECTION 19 – TERM AND TERMINATION OF MONTHLY SUBSCRIPTIONS AND SERVICES DETAILS

 

19.1 Term

Red Mountain Voice & Data, Inc. will provide Customer with the Services pursuant to the rates, terms and conditions specified in this Agreement, commencing on the latter of the requested service date or the day following the date in which Red Mountain Voice & Data, Inc. notifies Customer that the Service is ready for use (“Service Start Date”).  The Term commences on the Service Start Date for the applicable Service and continues for the number of months specified in this Agreement for such Service following the Service Start Date. Upon the expiration of any Term, this Agreement shall continue in effect with respect to the Service on a month-to-month basis until canceled by either party providing 30 days written notice; provided, however that the charges for the Service during any renewal period shall be at the then-current monthly rate charged by Red Mountain Voice & Data, Inc. for such Service.  Unless specifically exempted, Services shall be subject to all general regulations applicable to the provision of Service and rates charged for such Service by Red Mountain Voice & Data, Inc. and stated in its general tariff including late payment charges, termination charges, and related expenses. Upon any termination of the Services herein, unless otherwise directed by Red Mountain Voice & Data, Inc. in writing, Customer shall return all Red Mountain Voice & Data, Inc.-owned equipment in good “new like” working condition to Red Mountain Voice & Data, Inc., or Customer will be responsible for the full cost of the equipment.  A restocking/refurbish fee is required if the agreement is terminated before the  term ends.  Customer is responsible for any damage to equipment provided by Red Mountain Voice & Data, Inc..

 

19.2 Fee Details

 Customers who terminate Service prior to the expiration of the applicable Term shall be liable for the repayment of any promotional credits, discounts or fee waivers including but not limited to installation fee waivers, and for reimbursement of any special construction or non-recurring charges for Services or related facilities requested by Customer. Unless otherwise set forth under applicable tariff, if Customer terminates this Agreement or any Service prior to expiration of the Agreement Term, Customer shall also pay Red Mountain Voice & Data, Inc. an early termination charge equal to: 

1. Fifty percent (50%) of the unpaid balance of the monthly service charges that would have been due throughout the remainder of the Term, plus one hundred percent (100%) of the outstanding balance for Services provided up to the date of termination.
2. The full purchase price of any equipment, minus the amounts already paid on a per month basis up to the date of termination. Customer agrees that the foregoing early termination charges are fair and reasonable and that Red Mountain Voice & Data, Inc.’s provision of the Services would not be commercially viable but for these Customer commitments. If there is a partial cancellation, any volume discounts going forward will be applied based only on the remaining volume. Either party may cancel this Agreement without liability in the event Red Mountain Voice & Data, Inc. is prohibited from providing Service or if any material rate or term contained herein is substantially changed by final order of a court, administrative agency, or other body of competent jurisdiction.  Each Service designation is deemed a separate service and cancellation of any single service shall not affect the other Services ordered by Customer in this Agreement.    

 

19.3 Miscellaneous 

This Agreement shall remain effective until terminated in accordance with the provisions set forth herein. 

SECTION 20 – EQUIPMENT

Customer understands and acknowledges that Activation of the Services may require the use of certain Customer Equipment and/or Red Mountain Voice & Data, Inc. Business Equipment. Not all SIP or VoIP devices have been tested and certified for use with the RedConnect services.

 

20.1 Customer Provided Equipment (CPE)

Customer represents that it owns or otherwise has the right to use the Customer Equipment in connection with the Services. Customer shall be fully responsible for the installation, maintenance, repair and operation of any Customer Equipment. Red Mountain Voice & Data, Inc. shall not be responsible for ensuring compatibility of any Customer Equipment with Red Mountain Voice & Data, Inc. Business Equipment.

 

20.2 Provisioning Customer Equipment

Red Mountain Voice & Data, Inc. may, upon Customer’s request, facilitate the provision of equipment from a third party supplier or resell certain equipment. While Red Mountain Voice & Data, Inc. recommends some equipment brands and may facilitate Customer’s purchase of some equipment as an accommodation, the original equipment manufacturer and not Red Mountain Voice & Data, Inc. shall be responsible for any equipment defects, if applicable. Red Mountain Voice & Data, Inc. will pass through all original equipment manufacturer warranties for the equipment to Customer. Red Mountain Voice & Data, Inc. shall have no liability to Customers of any nature regarding such equipment. Customer is responsible to check the equipment manufacturer’s website for warranty, return rules and other terms and conditions applicable to such third party equipment.

 

20.3 Purchased Equipment

Purchased equipment may not be returned to Red Mountain Voice & Data, Inc. unless otherwise directed. ALL EQUIPMENT SALES ARE FINAL. Equipment sold by Red Mountain Voice & Data, Inc. to Customer may be returned to the manufacturer solely in the event of a defect which arises within the applicable warranty period, provided Customer complies with the terms of this Section and the Return Materials Authorization (“RMA”) policy. Prior to returning the equipment, Customer must contact Red Mountain Voice & Data, Inc. so that Red Mountain Voice & Data, Inc. may confirm the correct location to send the equipment, confirm that a defect exists to process a warranty claim on behalf of Customer, and to provide a RMA number. Customer must ship the equipment to the address provided by Red Mountain Voice & Data, Inc. in accordance with all RMA procedures within 10 days after receipt of a RMA number, including the payment of all shipping fees. Once the equipment is received, if applicable the original equipment manufacturer will handle the return in accordance with its applicable warranty policy.

 

20.4 Red Mountain Voice & Data, Inc. Business Equipment – Term Rental, loaner phone, or devices included in the Monthly charge for service

With respect to Red Mountain Voice & Data, Inc. Business Equipment rented, leased, loaned or otherwise provided by Red Mountain Voice & Data, Inc. for use by Customer, Customer will not: (i) repair or otherwise modify any Red Mountain Voice & Data, Inc. Business Equipment without Red Mountain Voice & Data, Inc.’s prior written consent; or (ii) create or allow any liens or other encumbrances to be placed on any Red Mountain Voice & Data, Inc. Business Equipment. Customer must notify Red Mountain Voice & Data, Inc. prior to relocating any Red Mountain Voice & Data, Inc. Business Equipment.

 

20.5 Maintaining Equipment

Customer will use commercially reasonable efforts to protect and maintain Red Mountain Voice & Data, Inc. Business Equipment in a secure location at the Customer Location within conditions (including room temperature) that are customary and reasonable for such equipment, and shall be fully liable for all costs, charges or expenses associated with damage to or loss, including the replacement cost of Red Mountain Voice & Data, Inc. Business Equipment beyond normal wear and tear.

 

20.6 Equipment Repairs

During the Term of any applicable Service, Red Mountain Voice & Data, Inc. shall repair or replace defective Red Mountain Voice & Data, Inc. Business Equipment rented (or otherwise provided by Red Mountain Voice & Data, Inc. for use) by Customer. Notwithstanding the foregoing, Red Mountain Voice & Data, Inc. shall not be obligated to replace Red Mountain Voice & Data, Inc. Business Equipment if it is determined by Red Mountain Voice & Data, Inc. that Customer or another third party is responsible for damage to Red Mountain Voice & Data, Inc. Business Equipment. Customer will be responsible for the replacement cost of such damaged equipment, as well as applicable shipping costs.

 

20.7 Refurbished Equipment

Red Mountain Voice & Data, Inc. Business Equipment (and replacements) may be refurbished equipment.

 

 

SECTION 21 –  EQUIPMENT RENTALS

 

21.1 Term

The rental term will match the service term unless special arrangements are made prior to the equipment being put into service

 

21.2 Rental Fee

Customer agrees to pay Red Mountain Voice & Data, Inc. a monthly rental fee as listed on the original service agreement for the Equipment and/or the Phone Rental Agreement for Red Connect VoIP Service Agreement. The rental fee shall be due and payable as shown on the monthly account statements and invoices.

 

21.3 Use of Rental Equipment

Customer agrees to use the Equipment solely for the purpose of accessing and utilizing the VoIP services provided by Red Mountain Voice & Data, Inc.. Customer shall not transfer, lease, sell, or otherwise dispose of the Equipment without the prior written consent of Red Mountain Voice & Data, Inc..

 

21.4 Maintenance and Repair 

Red Mountain Voice & Data, Inc. shall be responsible for maintaining and repairing the Equipment during the term of this Agreement. Customer shall promptly notify Red Mountain Voice & Data, Inc. of any malfunction or damage to the Equipment and shall allow Red Mountain Voice & Data, Inc. or its authorized representatives to access the Equipment for maintenance and repair purposes.

 

21.5 Loss or Damage

Customer shall be responsible for any loss or damage to the Equipment (excluding normal wear and tear) during the term of this Agreement. Customer agrees to pay Red Mountain Voice & Data, Inc. the reasonable cost of repair or replacement of any damaged or lost Equipment.

 

21.6 Rental Equipment Ownership

The Equipment shall at all times remain the property of Red Mountain Voice & Data, Inc.. Customer shall have no ownership interest in the Equipment except as expressly provided in this Agreement.

 

21.7 Rental Equipment Returns

All Rental Devices returned must be fully functional and must include the manuals if provided at the time of deployment. If the Rental Device is not fully functional, you will be obligated to pay Red Mountain Technology Solutions the purchase price pursuant to the Purchases Section below, unless the return occurs in the first 12 months of the Initial Term, in which case the purchase price will be the full list price for the Rental Device. 

Red Mountain Technology Solutions may charge you a minimum restocking fee of twenty-five dollars ($25.00) USD per device.

You agree to pay all packaging, shipping and handling charges related to any Rental Device and related hardware returns, regardless of the reason for the return.

Before returning any Rental Device or hardware that has data in its memory, you are solely responsible to transfer all files you wish to retain. Once the Rental Device and related hardware is returned, your files cannot be recovered and you release us of any liability for any lost, damaged, or destroyed files, data, or other information.

 

21.8 Devices must be packaged properly for return.  

The phone screens are easily scratched or damaged, each device must be wrapped in bubble wrap or equal packaging material to prevent shipping damage.  If devices are returned with shipping damages caused by mispackaging, the Customer is responsible for the repairs or refurbishing of the device OR Customer has the option to purchase the device using the pricing table listed in the Purchasing section below.

 

21.9 Rental Equipment Purchases

You may purchase a Rental Device(s) at any time following 12 months from the date you received the Rental Device(s) provided you are current on your payment of Rental Fees, as follows:

after

(1) 12 months – purchase price is 70% of list price;

(2) 24 months – purchase price is 60% of list price;

(3) 36 months – purchase price is 50% of list price;

(4) 48 months – purchase price is 40% of list price; and

(5) 60 months – purchase price is 30% of list price.

 

21.10 Rental Termination: 

 

Customer is responsible for early return fees, restocking fees, damage fees and repair charges associated with the agreement.

 

SECTION 22 –   INSURANCE  

22.1 Insurance Requirements

Each party of this Agreement shall maintain Commercial Workers’ Compensation Insurance as required by law. Both parties are required to maintain Commercial General Liability Insurance with a minimum combined single limit of $1,000,000 per occurrence covering personal injury and property damage.

SECTION 23 –  ELECTRONIC DOCUMENTS

23.1 Digital Documents

Red Mountain Voice & Data, Inc. hereby gives notice of its right to convert this Agreement to electronic format. Red Mountain Voice & Data, Inc. will retain this Agreement solely in an electronic/digital format.  Red Mountain Voice & Data, Inc. may provide this Agreement in electronic form or may provide a reproduction of this Agreement from a digital copy in the event of any dispute regarding the rights and obligations of the parties under this Agreement. The parties agree that any document in electronic/digital format or any document copied from an electronic format shall not be denied legal effect, validity, or enforceability and shall meet any requirement to provide an original or hard copy of this Agreement.