- Enjoy using Joon.
- Succeed at business.
- Let’s party.
But, one day our legal department came into a meeting with their expensive suits, serious faces and stacks of paperwork. What resulted were the Terms you see below. And as you read through this fun stuff, just remember, we tried. We really did.
TERMS AND CONDITIONS OF SERVICE AGREEMENT
These Terms and Conditions of Service Agreement (“Agreement”) constitute the agreement between Voice-Ring, Inc. DBA Joon (“Joon”) and the user of communication services and/or equipment and/or visit or shop at our website or any other affiliated websites such as joon.us, voice-ring.com, etc. and/or identified entity of a signed Service Order incorporated herein by reference (“Customer”). Joon and Customer agree and understand that this Agreement applies to the provision and use of the equipment, services and websites provided by Joon (collectively, the “Services”).
1 Phone Service
1.1. Phone Number
The phone numbers are controlled by the rules of the applicable Public Utility Commission and Federal Communications Commission. The Customer may not modify any phone number Joon programs into any broadband device or other equipment, duplicate the phone number to any device other than that authorized by Joon or, except as allowed for by law, transfer (port) the phone number to any other individual or entity. The Customer further understand and acknowledges that the phone number Joon provides to the Customer is for their exclusive use, and not for any other purpose.
1.2. International Calling
The Customer may be limited in the international destinations that can be called with the Services. The Customer understands and acknowledges that most calls to international mobile telephones may be charged at a different (usually higher) rate than calls to landline telephones.
1.3. Phone Calls
All calls are billed according to the Customer’s rate plan as detailed in the quote.
1.4. Toll Free
Calls received via a toll-free phone number are billed at the Toll Free Plan rate. Any call made to the Customer’s toll-free number from a payphone will incur additional charges. Joon will recover these amounts by means of a per-call charge, or in any other way appropriate for the recovery of these costs as determined by Joon in its sole discretion.
1.5. Pay-Per-Call Service
Joon will not complete calls from the Customer’s phone number to 900, 976 and similar numbers for pay-per-call services. In the event a pay-per-call service is conducted on the Customer’s account Joon will pass the cost to the Customer on the Customer’s next monthly invoice.
1.6. Lost or Stolen Equipment
If the Customer’s phone or other equipment is lost or stolen, the Customer must promptly notify Joon by following the instructions under the tab labeled “Support” on Joon’s website www.joon.us. The Customer is responsible for all charges for Services provided to the phone number for the lost or stolen equipment prior to Joon being notified of the loss or theft. Joon will deactivate Services for the equipment upon notification of any loss or theft. The Customer may be required to provide evidence of the loss or theft (for example, a police report or sworn statement). If the equipment is later found, Joon, at its sole discretion, may require that the Customer exchange it for another phone or other equipment before Joon reactivates Services (if Services are reactivated), as well as pay a reactivation fee.
1.7. Joon Equipment Return Upon Termination
Upon termination of the Services, for whatever reason, the Customer must return any leased or rented Joon equipment, undamaged, within twenty-one (21) calendar days to Joon. All equipment components and handset devices, to the extent provided by Joon, must be included and returned to Joon in good condition, as determined by Joon. If Joon equipment provided to the Customer is not returned within twenty-one (21) calendar days of termination, or is returned damaged, the Customer will be charged the full replacement cost for the equipment. Joon may, at its sole discretion, retain any advance payment or deposit, or portion thereof that previously had not been refunded if the Customer fails to return Joon equipment upon termination as set forth in this Agreement.
1.8. Unlawful, Fraudulent Usage
Joon will deactivate Services, without prior notice to the Customer, if Joon suspects and/or determines any unlawful or fraudulent use of the Services has occurred or is occurring. The Customer agrees to cooperate reasonably with Joon in investigating suspected unlawful or fraudulent use. The Customer is responsible for all uses related to the Customer’s account whether or not the Customer authorized such unlawful or fraudulent use of the Services by third parties.
1.9. Use of Services and Device by Customers outside the United States
While Joon encourages the use of the Services within the United States to other countries, Joon does not presently offer or support the Services to customers located in other countries. If the Customer moves the Device to a country other than the United States and uses the Services from outside the United States, the Customer does so at the Customer’s own risk, including the risk that such activity may violate laws in the nonUnited States country where the Device is operated. In the event that the Customer has moved the equipment Joon is not responsible or liable for any emergency service fees or activities that may have ensued.
1.10. Broadband Service Outage
Customer acknowledges and understands that service outages of broadband will prevent ALL Services, including but not limited to 911 dialing.
1.11. Loss of Service Due to Power Failure
The Customer acknowledges and understands that the Services do not function in the event of power failure. Should there be an interruption in the power supply, the Services will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Services. Power disruptions or failures will also prevent dialing to emergency service numbers, including but not limited to the 911 calling feature. See Section 2 of this Agreement for further details on 911 or E911 dialing service.
1.12. Activation of Service
The activation of Services shall be carried out by Joon within a reasonably short period of time, provided that: (1) the Customer has produced all necessary documents, (2) the Customer has paid in full the amount of money requested by Joon, (3) there are available and appropriate network resources of Joon ensuring the quality levels required for the provision of Services, and (4) it is technically feasible to ensure the aforementioned provision of Services at the Customer’s premises. The Customer shall be informed by Joon on the exact date of the Services activation in a timely manner.
2 Emergency Services – 911 Dialing
2.1. 911 or E911 Dialing Service
The Services do support 911 or E911 access to emergency services in most locations. 911 dialing cannot be used in conjunction with a soft phone or virtual numbers. In order for 911 or E911 access to emergency services to be available to the Customer, the Customer shall register the address where Customer will use the Service as set forth in at Section 2. The Customer must register each Joon phone number that the Customer obtains for 911 or E911. The Customer is solely responsible for assuring that each phone has a proper E911 address. 911 dialing does not work outside of the United States. The Customer shall inform any employees, residents, guests, and other third persons who may be present at the physical location where the Customer utilizes the Services that (i) Joon’s 911 and E911 are different than traditional 911 and E911, and (ii) the important differences in and limitations of Joon’s 911 dialing as compared with traditional 911 or E911 dialing.
2.2. Where Joon does not offer traditional 911 or E911 access, Customer must obtain 911 or E911 from another party.
2.3. Registration of Physical Location Required
In order for the 911 or E911 Service to operate, for each phone or phone line that the Customer uses in connection with the Services, the Customer must register with Joon the physical location(s) where the Services are being used in connection with each specific phone number (“Registered Address”). The Customer further agrees that a Device (as the term is defined in Section 24 of this Agreement) and equipment associated with such phone number and its domain shall not be moved to another location without promptly registering the new location of the Device with Joon. Thereafter, the Customer may register a new location by contacting Joon support. For purposes of 911 dialing, the Customer may only register one location at a time for each phone number the Customer uses with the Services. IF THE CUSTOMER DOES NOT REGISTER THE NEW LOCATION, ANY CALL MADE USING THE 911 FEATURE MAY BE SENT TO AN EMERGENCY CENTER NEAR THE OLD ADDRESS.
2.4. Confirmation of Update Required
The 911 dialing location information will not be updated for any phone number with which Customer is using the Services, unless and until the Customer receives an email from Joon confirming that the 911 dialing location has been updated for that phone number.
2.5. How Emergency Personnel are Contacted
Joon contracts with a third party to use the address of Customer’s Registered Address to determine the nearest emergency response center and then forward the 911 call to that emergency response center. The Customer hereby authorizes Joon to disclose its 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 the Customer’s Registered Address.
2.6. Service Outages for 911 calling
911 dialing may not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Services, including 911 dialing, will not function until power is restored. Following a power failure or disruption, the Customer may need to reset or reconfigure the Device prior to utilizing the Services, including 911 dialing. Service outages, suspensions, terminations, or other interruptions of service by the Customer’s broadband provider or internet service provider (“ISP”) will prevent all Services, including but not limited to 911 dialing, from functioning.
Services outages due to suspension or termination of the Customer’s account will prevent all Services, including 911 dialing, from functioning.
The Customer’s ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Services are provided or otherwise impede the usage of the Services. During the period that the ports are being blocked or the Customer’s Services are impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, the Services, including the 911 dialing, may not function. The Customer acknowledges that Joon is not responsible for the blocking of any ports by the Customer’s ISP or broadband provider or any other impediment to the Customer’s usage of the Services, and any loss of service, including but not limited to 911 dialing that may result.
If there is a services outage for any reason, such outage will prevent all Services, including but not limited to 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.
2.7. Malicious Attack
911 dialing can be disabled by malicious attack. The Customer understands and acknowledges that the Customer’s network security should include an appropriate combination of: SIP-allowing firewalls; subnets; strong access controls; and other applicable controls.
2.8. Network Congestion
The Customer acknowledges that there may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 call made utilizing the Services as compared to traditional 911 dialing over traditional public telephone networks.
2.9. Possible Lack of Automatic Number Identification
It may or may not be possible for the local emergency personnel to automatically obtain the Customer’s phone number when the Customer places a 911 or E911 call. Joon’s system is configured to send the automatic number identification information; however, one or more telephone companies, not Joon, 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 the 911 call may not be able to automatically obtain the phone number and be able to place a call back if the call is not completed, is not forwarded, is dropped, or is disconnected.
2.10. Disclaimer of Liability and Indemnification
Joon does not have any control over whether, or the manner in which, 911 or E911 calls are answered or addressed by any local emergency response center. Joon disclaims all liability or responsibility for the conduct of local emergency response centers and the national emergency calling center. Joon relies on third parties to assist in routing 911 calls to local emergency response centers and to a national emergency calling center. Joon disclaims 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 Joon nor its officers, directors, employees, shareholders, affiliates, or agents may be held liable for any claim, damage, or loss and Customer hereby waives any and all such claims or causes of action, arising from or relating to Customer’s 911 dialing unless such claims or causes of action arose from Joon’s gross negligence, recklessness, or willful misconduct. The Customer shall defend, indemnify, and hold harmless Joon, its officers, directors, employees, shareholders, affiliates, and agents, and any other service provider who furnishes services to the Customer in connection with the Services, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney’s fees) by, or on behalf of, the Customer or any third party relating to the absence, failure or outage of the Services, including but not limited to 911 dialing, incorrectly routed 911 calls, and/or the inability of any user of the Services to be able to use 911 or access emergency service personnel.
2.11. Alternate 911 Arrangements
If the Customer is not comfortable with the limitations of the 911 or E911 dialing service, the Customer should consider having an alternate means of accessing traditional 911 or E911 services or terminate the Services. The Customer acknowledges that it may engage such alternate means of accessing traditional 911 or E911 services at its sole option and discretion, and that nothing herein or in the Service Order precludes Customer from doing so.
2.12. Other Limitations
The Customer understands and acknowledges that there may be certain other circumstances in which emergency 911 or E911 calling features will not function properly or be available, including without limitation, including without limitation where the Device to which a particular number has been assigned is moved to another location or area where it was originally installed and registered or other act of God of event beyond Joon’s control.
2.13. Outside the United States
The Customer understands and acknowledges that 911 and E911 do not function outside the United States and shall defend and hold harmless Joon for any such failure to function outside the United States.
3. Monitoring the Services
The Customer agrees that Joon is entitled to monitor the Customer’s use of the Services. Joon has no obligation to monitor the content of the Services and may disclose information regarding use of the Services for any reason if Joon, in its sole and absolute discretion, believes that it is reasonable to do so, including to: satisfy laws, regulations, or governmental or legal requests; operate the Services properly; or protect itself and its customers. Joon may monitor and disclose the nature and content of the Customer’s communications if and as required by the Communications Assistance for Law Enforcement Act (CALEA). Joon may immediately remove the Customer’s material or information from Joon’s servers, in whole or in part, which Joon, in its sole and absolute discretion, determines to infringe another’s property rights or to violate Joon’s Acceptable Use Policy.
Joon shall be solely responsible for the maintenance of equipment and facilities owned or otherwise controlled by it and shall use reasonable efforts to maintain facilities and equipment that it provides to the Customer, excluding all equipment provided by the Customer. The Customer shall not, nor permit others to, rearrange, disconnect, remove, attempt to repair, relocate, or otherwise interfere with any of the facilities or equipment installed by Joon, except upon the written consent of Joon. The Customer shall not use any such equipment or facilities for any purpose other than that for which Joon provided it. Joon may choose the equipment or facilities to be used in providing Services and may substitute, change, or rearrange any such equipment or facilities at any time as long as the quality of Service or type of Service is not materially impaired or changed.
The Customer shall furnish or arrange to have furnished to Joon, at no charge, any space and/or electrical power required by Joon to provide any Service requested by Customer. At the points of termination of Service, should those points be located on premises of the Customer or of its end user(s), the Customer shall make all necessary arrangements in order for Joon to have timely access to such space at reasonable times and to the extent reasonably required by Joon for installing, inspecting, repairing, and/or removing equipment and facilities of Joon. Joon shall have no right to place equipment or facilities in space owned or controlled by the Customer without the prior consent of the Customer. Joon shall not incur any liability of any kind for any delays or inability to install Services based on acts or omissions of the Customer.
Customer agrees to allow Joon, including its employees and agents, reasonable access to remove all Joon equipment and facilities from the Customer’s premises in the following circumstances: (i) upon termination or expiration of the Customer’s Services (or after termination of Services in connection with which the facilities were used); and (ii) for repair, replacement, or otherwise as Joon may determine is necessary. Joon shall use reasonable efforts to minimize disruptions to Services related to the removal of equipment. At the time of such removal, such equipment and facilities shall be in the same condition as when installed, reasonable wear and tear excepted. Within thirty (30) days of written notice to Customer, Customer shall reimburse Joon for any damage to, or the cost of repair of, any equipment or facilities not in its original condition.
All equipment and facilities provided by Joon shall be and remain its personal property at all times during the term of this Agreement. The Customer shall not tamper with, remove, or conceal any prominently affixed identifying plates, tags, or labels on any such equipment and facilities showing the ownership interest of Joon. In addition, the Customer shall, from time to time, take additional actions and execute and deliver such further documents as Joon may reasonably request in order to confirm and protect Joon’s title to and ownership of any such equipment or facilities. Customer shall reimburse Joon for any damages to Joon’s equipment or facilities caused by: (i) any improper use of, or breach of this Agreement with respect to, any such equipment or facilities by the Customer, its employees, agents, or end users; (ii) improper use of Services by Customer, its employees, agents, or end users; (iii) malfunction of any equipment or facilities not provided by Joon and used by the Customer or the Customer’s employees, agents, or end users, in connection with any Services provided hereunder; or (iv) fire, theft, or other casualty on the premise of the Customer (or of its agents or end users).
Upon reimbursement for any such damages and at the Customer’s sole expense, Joon will cooperate with the Customer in prosecuting a claim against the person or entity causing such damage, and the Customer shall be subrogated to the right of recovery of Joon for such damages to the extent of the Customer’s payment. In the event the Customer causes damage to facilities or equipment other than that owned by Joon, and such facilities or equipment are physically, optically, and/or electrically associated with those of Joon, Customer shall indemnify and hold Joon its officers, directors, employees, and agents harmless from any and all claims arising from, damage to any such facilities or equipment. The Customer further agrees to maintain the premises where Joon equipment is installed using good business judgment in a manner that protects, to the extent feasible, the Joon equipment from excessive wear and tear and overheating.
Should the Customer seek to relocate any Joon equipment associated with Services, the Customer is required to provide the physical location of all affected Joon equipment and must receive prior written authorization from Joon prior to relocation to another location. Customer shall be responsible for all property and business taxes associated with the Joon Equipment.
5. Use of Services and Device
The Customer is liable for any and all use of the Services and/or the Device by any person making use of the Services or Device.
6. Service Term
The initial term of Services shall be one year unless set forth in the Service Order and shall automatically renew for additional one year terms following the expiration of the Initial Term or any subsequent one-year renewal term and remain in effect thereafter until terminated by the Customer upon at least sixty (60) days advance written notice prior to the expiration of the then current term. Joon may terminate this Agreement at any time upon sixty (60) days advance notice to the Customer.
7. Billing and Payment
Joon will bill in advance charges for Services to be provided during the ensuing month except for charges which are dependent upon usage of the Services, which charges will be billed monthly in arrears. Joon will invoice the Customer for all charges incurred by, and credits due to, the Customer.
A one-time set-up fee and the first month’s service charge for new Services are due upon installation. The monthly service charge is the total monthly price for all individual Services for the price listed on the Customer’s Service Order, if not listed then standard price is used. All shipping costs of phones and equipment associated with Services shall be paid by the Customer per the invoice(s).
Payment for Services are due and payable in U.S. dollars by the provided invoice due date. Payments not received by the invoice due date are considered past due. If any invoice is not paid when due, Joon in its sole discretion may: (i) apply a late charge equal to 1 and ½% (or the maximum legal rate, if less) of the unpaid balance per month; (ii) require an additional security deposit or other form of security; and/or (iii) take any legal action in connection with any other right or remedy which Joon may have under the Service Order, including, but not limited to, this Agreement, or at law or in equity.
The Customer shall notify Joon in writing of any disputed invoice amount within fifteen (15) days of the invoice date. Along with the notice of any disputed invoice, the Customer shall set forth in detail all bases for disputing each charge, and the Customer shall provide all documents supporting each dispute along with the notice of dispute. Dispute with respect to a portion of the amount shown as due and owing on an individual invoice shall not be cause to withhold payment of any past or current amount that has not been properly disputed, and the Customer may only withhold payment of amounts properly disputed as required where all other outstanding amounts due are paid in full. Any failure by the Customer to provide such notice made in good faith shall be deemed an irrevocable waiver by the Customer of its rights to dispute any of the charges appearing on the invoice.
If the Customer terminates its Service(s) for its convenience prior to the expiration of the Initial Term or any renewal term, the Customer shall be liable for and shall pay to Joon the full amount of the service charges and fees which would be due for the remainder of the term.
If the Customer arranges for payment of Services by credit or debit card, the Customer shall advise Joon in writing if such an account expires or such an account is closed. The Customer waives its rights under Regulation E of 12 C.F.R. § 205 to receive ten (10) days advance notice from Joon regarding the amount Joon will debit from the Customer’s account.
If the Customer’s account is a credit/debit combination, the Customer authorizes Joon to use the account as a credit card. The Customer indemnifies and holds harmless Joon, its officers, directors, shareholders, employees, and agents for any claims of expenses resulting from providing a debit card instead of a credit card. If the Customer’s credit card fails for any reason during the ordering process or any regular monthly billing process, the Customer will have twenty-four (24) hours to provide Joon new credit information.
Neither non-usage of the Service nor misdialing while using the Service entitles the Customer to a credit for, or refund of, any portion of a payment made to Joon.
Joon shall have the right to offset any amount for which the Customer, or any affiliate thereof, has been invoiced by Joon, due and outstanding for more than five (5) days, against any undisputed balance of any invoice from the Customer or any affiliate thereof to Joon.
Joon may assign unpaid late balances to a collection agency or attorney for appropriate action. Even if Joon accepts late or partial payments (including those marked “Paid in Full” or similar text), Joon will not waive any of its rights to collect the full amount due for Services. The Customer agrees to reimburse Joon for all reasonable costs and legal expenses incurred to recover sums due, including the fees of any collection agency or attorney. The Customer expressly authorizes, and specifically consents to allowing Joon and/or its outside collection agencies, outside counsel, or other agents to contact the Customer in connection with any and all matters relating to unpaid past due charges billed by Joon to the Customer. The Customer agrees that, for attempts to collect unpaid past due charges, such contact may be made to any mailing address, telephone number, cellular phone number, email address, or any other electronic address that the Customer has provided, or may in the future provide to Joon.
8. Taxes; Other Charges
Except for taxes or impositions based on Joon’s net income, Customer shall be solely responsible for, and agrees to pay all sales, use, property, gross receipts, excise, access, bypass, franchise, value added, communications, or other local, state and federal taxes, fees, charges, or surcharges, however designated, imposed by any domestic or international government entity on or based upon the provision, sale or use of Services delivered by Joon. Joon reserves the right to pass on to the Customer any tax levy or surcharge that Joon is obligated to pay to any governmental entity or third party where (a) such obligation is imposed by valid or lawful legislation or regulation and (b) such obligation arises out of the provision or use of the Services.
Services shall not be subject to taxes for a given jurisdiction if the Customer provides Joon with written verification, acceptable to Joon and to the relevant taxing jurisdiction, that the Customer has been granted a tax exemption as set forth herein (“Exemption Certificate”). The exemption will only apply to applicable taxes and Universal Service Fund (“USF”) surcharges incurred after the date Joon receives the Exemption Certificate. The Customer will not receive credit for any taxes and surcharges already paid by Joon prior to processing a valid Exemption Certificate. If the Customer provides Joon with a valid, original Exemption Certificate, the Customer is responsible for the collection and remittance of all Federal, state and local sales, use, excise or utility taxes and governmental assessments, surcharges or fees and for all USF contributions pertaining to the Customer’s use of the Services, as may be applicable. Joon may revoke the Exemption Certificate at any time, and the Customer shall immediately remit payment to Impact Telecom for any taxes and surcharges owed for previous billing periods but not paid, if Joon determines the information or disclosures in the Exemption Certificate are not, were not or will not be, true, correct, and accurate in all respects.
9. Software License
With regard to any Joon software (including software upgrades, changes, or supplements, as well as software from third-party vendors that Joon distributes, in object code format), its associated documentation, and any software upgrades, changes, or supplements thereto (“Licensed Programs”), which is incorporated into the Services or any Joon equipment, Joon (or its third-party licensors) grants to the Customer a limited, non-exclusive, nontransferable and nonassignable license to install and use the Licenses Programs in order to access and utilize the Services; provided that the Customer does not (and does not allow any thirdparty to) copy, translate, decompile, modify, create a derivative work of, distribute, reverse engineer, reverse assemble, remarket, or otherwise attempt to discover any source code or structure, sequence and organization of, sell, assign, sublicense, distribute, rent, lease, grant a security interest in, or otherwise transfer any right in the Licenses Programs or any part thereof. The Customer understands and acknowledges that this license is not a sale of intellectual property. The Customer agrees to use the Licensed Programs solely in conjunction with the Services and for no other purpose. Joon reserves the right to modify the Licensed Programs at any time, for any reason, and without providing notice of such modification to Customer.
The Licensed Programs constitute confidential and proprietary information of Joon and Joon’s licensors and embody trade secrets and intellectual property protected under state and United States copyright laws, other laws, and international copyright treaty provisions. All right, title, and interest in and to the Licensed Programs, including but not limited to associated intellectual property rights, are and shall remain with Joon and Joon’s licensors. Customer understands that upon termination of Joon’s services all rights and use of Joon’s software are immediately revoked.
10. Non-Joon Software
The Customer’s use of the Services and Joon equipment may result in the use of or Customer interaction with software of non-Joon third-parties. In such cases, those thirdparties’ terms and conditions apply to the Customer’s access and use of such non-Joon software. Joon is not liable to the Customer for any loss or injury arising out of or caused, in whole or in part, by the Customer’s use of any such software accessed through, or in conjunction with, the Services or Joon equipment.
11. Disclaimer of Warranties and Limitation of Liability
The Customer understands and agrees that:
THE USE OF THE SERVICES IS AT THE CUSTOMER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. JOON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, EQUIPMENT, INSTALLATION OF SAME, INFORMATION OR SERVICES PROVIDED THROUGH JOON OR THE INTERNET GENERALLY, AND NONINFRINGEMENT.
JOON MAKES NO WARRANTY, AND THE CUSTOMER WAIVES ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASES OR OBTAINED BY THE CUSTOMER THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, (V) THAT THE SERVICES WILL NOT CONFLICT OR INTERFERE WITH OTHER SERVICES FROM JOON OR THIRD-PARTIES THAT YOU RECEIVE AT THE CUSTOMER’S PREMISES, OR (VI) WARRANTIES OF TITLE AND NONINFRINGEMENT.
NO ADVICE OR INFORMATION GIVEN BY JOON OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. JOON DOES NOT WARRANT THAT THE SERVICES OR DEVICE WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. JOON DOES NOT AUTHORIZE ANYONE, INCLUDING BUT NOT LIMITED TO ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND SHOULD NOT RELY ON SUCH STATEMENT(S).
JOON AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM CUSTOMER’S USE OF THE SERVICES OR THE INTERNET INCLUDING BUT NOT LIMITED TO ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. CUSTOMER AGREES THAT JOON AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS ARE NOT LIABLE FOR ANY INDIRECT, DIRECT, ACTUAL, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM JOON’S FAILURE OR INABILITY TO PROVIDE SERVICE PURSUANT HERETO. IN ANY EVENT, JOON’S CUMULATIVE LIABILITY TO ANY CUSTOMER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF OR THE INABILITY TO USE THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF $100.
Joon’s sole liability to the Customer for any loss or damage arising out of providing or failing to provide Services (including but not limited to mistakes, omissions, interruptions, delays, errors, or defects) shall not exceed: (1) in cases related to a specific piece of equipment, the prorated monthly service charge for Services to the piece of equipment during the affected period, or (2) in cases not related to a specific piece of equipment, the prorated monthly service charge for Services to the Customer during the affected period.
Neither Joon, its directors, officers, shareholders, employees and agents or its vendors, suppliers or licensors are liable for any damage arising out of or in connection with:
- Any act or omission of any telecommunications service or other service provider other than Joon;
- Any interruption or failure of 911 or E911 emergency services or identification of the phone number, address or name associated with any person accessing or attempting to access emergency services from the Customer’s phone;
- Any dropped calls or inability to place or receive calls;
- Any interruption of Services, including but not limited to interruptions caused by equipment or facilities failure or shortages, transmission limitations or system capacity limitations;
- Any late or failed message delivery;
- Any directory listing;
- The installation or repair of any products or equipment by parties who are not our authorized employees or agents; or
- The Customer’s negligent or intentional act or omission.
12. Default and Termination
An event of “default” shall occur if: (a) the Customer fails to make payment as required and such failure remains uncorrected for five (5) days after written notice from Joon; (b) insolvency, corporate reorganization, receivership, or dissolution by either Joon or the Customer; (c) attempted assignment by the Customer without prior, express authorization; or (d) the Customer otherwise fails to perform or observe any material term or obligation (other than making payment) contained in the Service Order or this Agreement of Service Order set forth on Joon’s website, and any such failure remains uncorrected for thirty (30) days after written notice from Joon informing the Customer of such failure. Notwithstanding the foregoing, the Customer will submit to Joon, by the invoice due date, full payment of the undisputed portion of the invoice.
If the Customer uses the Services for any unlawful purpose or in any unlawful manner, Joon, in its sole and absolute discretion, shall have the right to immediately suspend and/or terminate any or all Services without notice to the Customer.
In the event that the Customer defaults for any reason, Joon may: (i) suspend Services to the Customer; (ii) cease accepting or processing the Customer’s orders for Services; and/or (iii) terminate the Customer’s Agreement. If the Customer’s Agreement is terminated due to the Customer’s default, such termination shall not affect or reduce the Customer’s minimum monthly commitments, and all termination charges and penalties will apply.
The Customer agrees to pay Joon’s reasonable expenses (including attorney and collection agency fees) incurred in enforcing Joon’s rights in the event of a default by the Customer.
The Customer will, however, remain liable for all charges incurred for Services provided prior to Customer’s termination of the Agreement. In no event shall Joon, its directors, officers, shareholders, employees, and agents be responsible for any losses or damages that the Customer may incur due to the termination of the Customer’s Agreement.
In the event of bankruptcy or insolvency of either Joon or the Customer, or if either Joon or the Customer make any assignment for the benefit of creditors or take advantage of any act or law for relief of debtors, the other party to this Agreement shall have the right to terminate this Agreement without further obligation or liability on its part.
14. Reseller Compliance
Where the Customer is a reseller, the Customer represents and warrants that it has obtained all certifications necessary to provide its services to end users. The Customer further warrants that the Customer shall maintain all such certifications for the duration of this Agreement. Upon Joon’s request, the Customer shall provide Joon with the Customer’s certifications. The Customer shall indemnify, defend, and hold harmless Joon against all claims or liability due to or arising out of failure of the Customer to obtain any permit or other consent as may be required from any local government or regulatory body associated with the use and/or sale of any of the Services obtained hereunder.
This Agreement is governed by the laws of the State of Florida, without regard to any conflict of law provisions. The federal and state courts located in Seminole County, Florida, alone shall have jurisdiction over all disputes arising out of or related to this Agreement. The Customer consents to the personal jurisdiction of such courts sitting in Seminole County, Florida, with respect to such matters or otherwise between the Customer and Joon, and waive its’ rights to removal or consent to removal.
16. Force Majeure
Except with respect to payment of monies due hereunder, neither Joon nor Joon’s directors, officers, shareholders, employees, and agents or the Customer will be liable for any failure of performance hereunder due to, and shall be excused to the extent hindered by, causes beyond its reasonable control including, but not limited to: acts of God, fire, explosion, vandalism, cable cut, flood, storm, or other similar catastrophe; any supplier shortage, breach, or delay; any law, order, regulation, direction, action or request of the United States government or of any other government, including state and local governments having jurisdiction over either of the parties, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; national emergencies; insurrections, riots, wars, or strikes, lock outs, hostile attack, or work stoppages; or any other cause (whether similar or dissimilar to those listed) beyond Joon’s reasonable control. If any such event occurs, Joon shall make reasonable efforts to notify the Customer of the nature of any such condition and the extent of the delay or impact on Services.
Joon shall be entitled to and may freely assign its rights and obligations under third party Agreement, or pertaining to the provision of the Services, to a parent or affiliated company or to successor in interest or other assignee, with or without notice to the Customer, unless otherwise required by law. The Customer shall not be entitled to assign its rights and obligations under this Agreement, or pertaining to the Services, to a successor in interest or assignee without the express written consent of Joon or its assignee, which consent will not be unreasonably withheld.
18. Government Regulation and Regulatory Modifications
If the Federal Communications Commission (“FCC”), a governing state Public Utility or Service Commission, a court of competent jurisdiction, or other governmental entity (“Government Actor”) issues a rule, law, or order that has the effect of canceling or superseding any material term or provision of the Services, or otherwise should any regulatory, tariff changes, or restrictions of any such Government Actor forbid, enact restrictions on, or set forth limitations which make use of the Services provided by Joon economically unfeasible, Joon and the Customer reserve the right to re-negotiate the terms, or mutually terminate the Customer’s Agreement.
19. No Waiver of Rights
Joon’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of the right or provision. Joon reserves all of its rights at law and equity to proceed against anyone who uses the Services or Device illegally or improperly. All determinations by Joon under this Agreement and exercise of its rights are made and done in Joon’s sole and absolute discretion.
20. Relationship With End Users
Where the Customer is not the end user of the Services, the Customer shall be the exclusive Customer of record for all of the Services and shall be responsible for all obligations associated with the taking of the Services, including without limitation, all payment obligations. Joon shall have no obligation to deal directly with any end user of the Customer for any purpose relating to the Services, including but not limited to sales, ordering, billing, maintenance, or repair. The Customer is solely responsible for all products and services it provides to its end users, for collecting amount owed to the Customer by ends users and the Customer’s inability to obtain such payment(s) shall not excuse the Customer from any obligation to Joon hereunder.
21. No Third Party Beneficiaries
This Agreement does not create any other third party beneficiary rights to any end user of the Customer or any other third party. The Customer agrees to indemnify and hold harmless Joon from any and all claims by its end users (including without limitation any claim with respect to any of the Services provided by the Customer which may incorporate any of the Joon Services provided hereunder).
If any provision of the Customer’s Service Order or this Agreement is legally declared or found by a court or agency of competent jurisdiction to be unenforceable, the Customer and Joon nevertheless understand and agree that all other remaining provisions of the Service Order and this Agreement shall remain in full force and effect. This invalidity or nonenforceability will not invalidate or render unenforceable any other portion of these agreements.
23. Use of Customer Name
The Customer agrees that Joon may refer to the Customer and may briefly describe the Customer’s line of business in Joon’s marketing materials and on the Joon website. The Customer hereby grants Joon a limited license to use any Customer trade names and trademarks only to this purpose.
The provisions of the Service Order and this Agreement relating to indemnification, confidentiality, limitations on liability, warranty limitations and disclaimers, billings, the Customer’s obligation to pay for the Services provided and any additional usage charges, and other terms that by their nature and import are intended to, shall survive the termination of the Service Order and the termination of the Services.
The term “Device” shall mean any and all equipment provided to the Customer in conjunction with the Services provided to the Customer.