General Terms and Conditions

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This Master Service Agreement and the agreements and documents referenced herein constitute a contract (collectively, “Agreement”) by and between Diamond Voice and You, the Customer, as defined in herein.  You have agreed to purchase the products and services (collectively, “Service(s)”) selected on each individual attached Service Order (collectively, the “Service Orders” and each, a “Service Order”), or authorized by telephone or via email by you, and such additional Services as may be ordered by you from Diamond Voice from time to time in the future, on these terms and conditions, which can be found at www.DiamondVoice.com together with Supplemental Terms and Conditions for Diamond Voice’s various service plans. If you do not have access to the electronic version of this Master Service Agreement, a hard copy will be provided upon request.  In the event of a conflict between this Master Service Agreement and the Supplemental Terms and Conditions, the terms and conditions set forth in the Supplemental Terms and Conditions specific for the plan or service will govern. In the event of a conflict between this Master Service Agreement and Customer’s Service Order, the terms set forth in the Service Order will govern.

By subscribing to or using Diamond Voice Service(s), Customer agrees to the terms of this Agreement in its entirety. References herein to various documents are part of this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, CONDITIONS AND THE END USER LICENSE AGREEMENT, DO NOT USE DIAMOND VOICE SERVICES, INSTALL DIAMOND VOICE SOFTWARE ON YOUR DEVICES, OR LOG INTO YOUR SYSTEM TO ADMINISTER AND/OR MAKE CHANGES.

DEFINITIONS (Terms with initial caps not otherwise defined herein shall have the meanings ascribed in the Agreement.)


Affiliate: Affiliate means, with respect to either Company or Customer, any other entity which controls, is controlled by, or is under common control with the Company or Customer. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of Company or Customer management and policies, whether through the ownership of voting securities, by contract, or otherwise.


Commencement Date/Start of Service/Activation Date: The date the Company notifies a Customer that Service is available for use by Customer or some other mutually agreeable date. Commencement Dates may be determined by Diamond Voice based on the date of execution of a quotation or Service Order. “Commencement Date”, “Start of Service” and “Activation Date” are used interchangeably

Company: Diamond Voice LLC or any controlled affiliate providing an offered product.


Customer: The person, firm, corporation or other entity that orders or uses Service and is responsible for compliance with all Company’s regulations and Customer obligations set forth in the Agreement, including the duty to pay for Service. The term Customer includes its employees, assigns, agents or other parties directly or indirectly using Services provided by Diamond Voice.  The term Customer also means any person, whether authorized or unauthorized, using the Service and/or Device provided to Customer.  Customer is also referred to within as “You,” “Your,” or “User”.


Customer Service or Customer Service Representative: An individual that may assist a Customer with any question he/she may have about any service provided by Diamond Voice. A Diamond Voice Customer Service Representative may be reached by calling 1.888.293.1550


Due Date: A specific date in time calculated as stated on the invoice or due on receipt.  Each invoice has its own designated due date by which the Customer is given ten (10) calendar days to satisfy payment of said invoice.  In the event Diamond Voice does not receive payment in full prior to the Due Date or on the Due Date, the Customer's account is deemed delinquent and late fees will apply.


End User or User: Any person or entity that receives or uses Diamond Voice Service, irrespective of whether such person or entity is authorized by the Customer to receive or use Service. “End User” shall also mean any person or entity Customer or its Carrier Customer provides telecommunications and/or related services using, in part, Services provided by Diamond Voice to Customer.


FCC: Federal Communications Commission.


Master Service Agreement (MSA) or Carrier Service Agreement (CSA): That part of an Agreement by and between the Company and the Customer and, among other things, accommodates the execution of subsequent Service Order or Access Service Requests by the Company and the Customer.


Network: the telecommunications network of Company or Customer, as the context of the provision requires or as contemplated.


Non-Recurring Charges (NRC):  One-time charges for Service including, but not limited to, charges for specially constructed Communications Facilities, Service installation, e.g., “expedite charges,” or special fees for which the Customer becomes responsible at the time a SO, MSA or CSA is accepted.


Quote/Quotation: The terms "quote," "quotation" and "estimate" shall be used interchangeably in the normal course of business. Under the terms of this Agreement, a quote or estimate signed by Customer becomes a Service Order and is made part of this Agreement.


Monthly Recurring Charges (MRC): Monthly charges for Services or equipment.


Service(s): refers to any and all products and services Customer purchases from Diamond Voice under the terms of this Agreement, including all future Service Orders.


Service Order (SO): is a Customer executed quotation for service(s), or an independent document, that is made part of this Agreement upon execution by Customer.  The Service Order identifies the Service to be furnished and the location(s) at which that Service is to be provided.


United States: include all 50 States of the United States.


Supplemental Terms and Conditions: Terms and conditions additional to the general Terms and Conditions herein that apply to a specific plan of Service ordered or used by a Customer.


Telecommunications: The transmission, between or among points specified by the user, of information of the user's choosing, without change in the form or content of the information as sent and received.  47 U.S.C. 153 (50).


Cloud Phone Service: Voice Over Internetworking Protocol (VoIP), referred to herein as Session Initiation Protocol (SIP), Hosted PPX service, Virtual PBX


Service Availability

You must be at least 18 years old to subscribe to any Diamond Voice Service. Use of your service acknowledges your acceptance of the terms and conditions described here.

Subject to the terms and conditions of this Agreement, Diamond Voice will provide the Services solely for your own use, and not for the use or benefit of any third party. You may allow your employees, agents, and other users to access the Services on Customer's behalf, provided you communicate the terms and conditions of this Agreement to all potential users, and obtain from each user (or, in the case of a minor user, from the parent or legal guardian) a substantively equivalent agreement that limits the liability of Diamond Voice as described in this Agreement. You take full responsibility for the use of the Services by any minors and hereby consents to such minors' use of the Services.

Your assigned toll free access number is available to you and your callers from anywhere in the continental United States, Alaska, Hawaii, Puerto Rico and many of the U.S. Caribbean islands.

Non-toll free numbers assigned may be called from domestic or international locations, but any charges associated with dialing non-toll free numbers are the responsibility of the caller.


Privacy Policy

Your privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate and disclose and make use of personal information. The following is a summary of our privacy policy. Our complete privacy policy can be found here.

  • Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
  • We will collect and use personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
  • We will only retain personal information as long as necessary for the fulfillment of those purposes.
  • We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
  • Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
  • We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
  • We will make readily available to customers information about our policies and practices relating to the management of personal information.


Customer Proprietary Network Information (CPNI)

Customer Proprietary Network Information (CPNI) is information that Diamond Voice and other telecommunications carriers obtain when providing your telecommunications services to you. CPNI includes the types of telecommunications services you currently purchase, how you use them, and the billing information related to those services, including items such as the types of local, long distance and wireless telecommunications services that you have purchased and your calling details. Your telephone number, name and address are not considered CPNI.

We use your CPNI to offer you additional services of the type you already purchase from Diamond Voice. We also may use your CPNI to offer you products and services, packages, discounts and promotions, which may be different from the types of services you already purchase.

Diamond Voice uses technology and security features and strict policy guidelines to safeguard the privacy of CPNI and protect it from unauthorized access or improper use. Diamond Voice does not disclose CPNI outside of Diamond Voice or their agents without customer consent except as required or allowed by law. When Diamond Voice uses third parties to perform services on its behalf that require the use of CPNI, Diamond Voice requires that they protect CPNI consistent with this privacy policy. Diamond Voice does not sell CPNI to unaffiliated third parties.

If you wish to restrict our use of your CPNI for marketing purposes, you may contact us at the telephone number displayed on our website.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.


Technical Support

Customer Service and 24 Hour NOC Support. Diamond Voice provides normal customer service during regular business hours 9am to 5pm CST Monday through Friday for the purpose of answering standard customer service requests and providing technical support. Diamond Voice will assist you free of charge with up to five service requests per month after which Diamond Voice reserves the right to charge professional service fees.

System failures may be reported 24 hours a day 7 days a week to Diamond Voice's Network Operations Center (NOC) via telephone at 888.293.1550. Emails are not monitored outside of business hours. Trouble diagnosis and repair for problems not due to the fault of Diamond Voice Service will be charged at $100 per hour, with a one hour minimum. Such problems may include other service providers such as cell phone or paging service, local LAN network problems, customer owned equipment such as routers and firewalls, email providers or Internet Service Provider (ISP) related problems.


Onsite Support Not Included

Customer agrees and understands that monthly fees do not include on-site support.

Term, Billing and Payment

Terms and Rates

Service availability under Diamond Voice’s terms and conditions starts on the date of activation. You may change the configuration options available with your service at any time by logging into your mailbox over the phone. There is no charge for changes made in this manner.

Billing

You will receive a statement via email once a month itemizing monthly charges and telecommunications regulatory fees. Payment of any outstanding balance must be received by the date indicated. Prepay customers or customers using an automatic payment plan such as credit card or bank draft need not make a payment unless your account has fallen into a negative balance at which time it must be satisfied immediately irrespective of the billing Due Date. Local line charges and any long distance calls not made through your Diamond Voice Service will be billed by your local and long distance service providers.

Billing Procedure

Unless otherwise stated in a Service Order, billing begins on the date that Diamond Voice activates your Service and will be pro-rated for the first partial month.  Recurring charges are billed at the beginning of each month for the current month.  Usage charges for phone calls made during the previous month will be billed on the current month invoice (herein known as the “Billing Cycle”).

Taxes and Fees

You agree to pay Diamond Voice all local, state, federal taxes, regulatory fees or services fees in connection with Services provided by Diamond Voice.  Diamond Voice has the right to pass on to Customer any changes in taxes or service fees which may be incurred during the Term of Services.

Credit Verification

Diamond Voice service is available as a prepay service. If you request standard terms, you authorize Diamond Voice to obtain information about your credit history as part of Diamond Voice's activation process. Diamond Voice reserves the right to request information for approval purposes and to refuse service to any applicant for any reason.

Deposit

Diamond Voice may, at any time, validate the credit worthiness of Customer at any time during the Term, using available verification procedures. You hereby grant permission for Diamond Voice to obtain Customer’s credit information from consumer credit reporting agencies at any time.  Diamond Voice may determine that a Customer may be a credit risk for (1) unsatisfactory credit rating; (2) insufficient credit history; (3) fraudulent or abusive use of any Diamond Voice Services or services provided by a similarly situated entity within the last five years; or (4) late payments for current or prior bills, and due to such determination, Diamond Voice may require a deposit (or an advance payment as permitted by state law) to ensure payment for the Services.

Back-billing

We will endeavor to bill you for charges on a timely basis. However, unless proscribed by state regulation, you shall nevertheless be liable for all charges irrespective of any delay in billing, whether due to error, lack of necessary data, negligence or any other reason. No such delay shall constitute a basis for a claim of waiver, estoppel or other excuse of your obligation to pay our charges, irrespective of the length of the delay. Nothing herein shall toll the running of any statute of limitations applicable to such obligations.

No Refunds for Charges Pre-Authorized Against Your Credit or Debit Card

All Subscription Plans are recurring

Charges to your credit card or debt card immediately following the expiration of the prior pre-paid period will occur without further authorization from you. You must notify Customer Support of your desire to terminate prior to the end of the pre-paid period via e-mail in order to terminate your account and cease further recurring charges.

No Refunds for Plan Changes

Diamond Voice does not offer refunds for any services ordered but changed at any point within the current billing cycle. Should you decide to downgrade to a lower-cost plan, Diamond Voice will not refund the difference in cost between the two Subscriptions. It is your sole responsibility to contact Diamond Voice before the start of the next billing cycle to change or modify any services, subscriptions, or accounts.

No Refunds for Non-Use

Diamond Voice does not offer refunds for any Services ordered but not used. It is your sole responsibility to contact Customer Billing to cancel any Services, Subscriptions, or accounts via e-mail.

Billing Disputes

If you wish to dispute any Diamond Voice charge on your account, you must notify us within 14 days after you receive your statement from your bank or credit card issuer. If you do not dispute the charges within 14 days, you waive any right to contest the charges. Disputed Amounts may not exceed the amount of the amount due to Diamond Voice in the Billing Cycle for which the Dispute was raised. Such disputes will be reviewed by Diamond Voice within thirty (30) days of the receipt of the dispute in writing. You agree to pay all undisputed amounts promptly.

Dispute notice may be sent by email or to the following address:

Billing Department
PO Box 1776
Cedar Hill, TX 5106
billing@diamondvoice.com

Charges by Third Parties

It is not appropriate to give out your Diamond Voice voicemail or faxmail number as a billing number for various service providers to bill for payment of their services. Any charges which are attempted to be made will be refused and will be assessed a 25% billing fee on your next invoice. This includes, but is not limited to: Collect calls, telecommunication services, internet services or any type of product or service where the vendors requests a phone number to which they can bill a fee.

Late Fees and Collections

If any portion of your bill is not paid by the Due Date, Diamond Voice may charge you a late fee on unpaid balances and may also terminate or suspend Services to you without notice. The late fee will be the lesser of 5% per month, or the highest rate permitted by law.

If your check for payment is returned for insufficient funds, a check return fee of $25 will be applied to your account. If your payment has not been received within 10 days of the Due Date, your account will be canceled and subject to a reactivation fee. You agree to pay all collections fees including reasonable attorney fees should your account go unpaid.

Service Interruption/Termination

In the event that you are unable to pay your bill or your payment is not received by the due date and/or you exceed your authorized pre-set credit limit, Diamond Voice may regretfully suspend your phone service without notice until you have made your account current. If nonpayment is the reason for suspension, a $25 reconnection fee may be charged to your account when payment is made and your service is reactivated. If your account is not brought current within thirty (30) days after the date payment was due or usage levels were exceeded, Diamond Voice may terminate your service without further notice, and pursue any other remedy at law or in equity.

Diamond Voice may immediately terminate your phone service without notice if your usage is in any way interfering with the operation of Diamond Voice's network or if Diamond Voice suspects that the use of your phone or the service is fraudulent. Diamond Voice may terminate your service without cause by notifying you in writing or via email at least thirty (30) days prior to termination.

Reactivation

Customers whose service has been canceled for failure to pay and that settle their unpaid balances and wish to continue Diamond Voice Service may be required to provide a deposit at any time.

Payphone Charges

Diamond Voice will charge a FCC mandated payphone fee imposed on Diamond Voice by payphone owners in connection with toll free calls made to your toll free numbers. Diamond Voice may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as Diamond Voice deems appropriate for the recovery of these costs.

Restrictions on Unlimited Call Plan

Customer’s use of “unlimited” local and long distance calling as a feature of the Service at the MRC stated in the Sales Order presumes industry standard utilization of such features by commercial customers or based on comparison of such use to other Diamond Voice customers as determined by Diamond Voice in its sole discretion. You agree that the Diamond Voice "Unlimited" Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, inbound or outbound call centers, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting.  For the purposes of determining if the Customer's Service is being used for any of the aforementioned activities, Diamond Voice may, at its sole discretion, employ a cap of 2,500 pooled minutes for each "unlimited" seat. In the event that Customer makes excessive use of the local and long distance calling feature, Diamond Voice shall be entitled in its sole discretion to assess additional charges with respect to such excess utilization.

Quotation for Services

Quotations for Diamond Voice Services are valid for one (1) month from the date on the quotation.  If the quotation is set to expire in less than one (1) month, a specific expiration date will be noted on the quotation itself.  Customer executed quotations thereby become Service Orders and made part of this Agreement.

Pricing

Prices for Diamond Voice service is provided in the form of a separate quotation document or email which has been signed and accepted by you. Executing a Billing Authorization document by email or fax or entering payment information into an online order form is considered as acceptance of the pricing by you.

Term Contracts

Most services are provided on a month to month basis. Some custom IVR services and all VoIP services require a minimum 12 month commitment. Month-to-month services may be canceled at any time by giving a 30 day notice. The initial term of service begins on the Commencement Date and continues for the duration of the term as defined in this Agreement.  Individual Terms of Service for each order shall be made part of any Service Order.  In the event the SO or Supplemental Terms and Conditions of Service for the specific service provided does not specify a length of time for the initial term of Services, the initial term of Service is one month.

Renewals

Unless specified in the SO or Supplemental Terms and Conditions, this Agreement and all Services shall automatically renew for a term of one (1) month, unless one party notifies the other party in writing at least thirty (30) days prior to the expiration of the then-current term of its intention to not renew this Agreement.

Customer Obligations

Customer Responsibilities

You agree to adhere at all times to the then current operating rules for each Service, or Services, as identified in the MSA, SO and applicable Supplemental Terms & Conditions for Service(s).  You agree to comply with all such terms and conditions and to pay for all Services in a timely manner. You are responsible for verifying that all Customer information on Service Order(s) is/are complete, accurate and reflects your intentions. Should you fail to comply with such operating rules, Diamond Voice reserves the right to terminate this Agreement, or any associated Service(s) upon written notice of such violations of the then current operating rules.  You shall have ten (10) days to cure such violations.  Should such violations constitute a violation of local, state or federal rules, regulations or laws, you shall have five (5) days to cure such violations upon notice.

Customer Network Security

You remain responsible for your own network security and security violation response procedures. You understand and acknowledge that Diamond Voice is not responsible for any unauthorized third party or Customer employee access to Customer’s facilities or data. Neither Diamond Voice nor its vendors will be liable for unauthorized access to Customer’s premise equipment or for unauthorized access to or alteration, theft or destruction of customers data files, programs, procedures or information through accident, fraudulent means or any other method regardless of whether such damage occurs as a result of Diamond Voice’s or its vendor’s negligence.

Support Services

Customer Technical Support issues will be addressed upon notification of a trouble report by you to our Customer Service Department via email at support@diamondvoice.com or by phone at 1.888.293.1550.  The Customer Service Department may make recommendations that you will need to implement to correct the quality of service. Diamond Voice is not responsible for the actions that you choose not to perform based on the Customer Service Department’s recommendations. In any event, you are still obligated to make monthly payments.

Returning Equipment

You are responsible for all shipping expenses related to returning equipment, condition of the equipment during shipping and all equipment upon arrival at Diamond Voice's office is subject to inspection by a Diamond Voice technician.  You are responsible for any equipment damage determined by technician with the exception of standard wear and tear resulting from normal usage.

Playback Recordings

Diamond Voice will not be liable or responsible for any quality, licensing or troubleshooting regarding any customer provided recordings used in connection with the Service. These recordings include but are not limited to: Voice mail prompts, hold music, Call Center Queue announcements. You hereby represent and warrant that you possess all required rights to use any recordings not provided to you by Diamond Voice.

Lawful Use Of Service

You agree to use the Service and Equipment only for lawful purposes. Without limitation, you agree not to use the Service or Equipment for transmitting or receiving any communication or material of any kind which in Diamond Voice's sole judgment the transmission, receipt or possession of such communication or material: (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law (the uses described in clauses (i) and (ii) above are collectively referred to as "Prohibited Uses"). Diamond Voice reserves the right to terminate your service immediately and without advance notice if Diamond Voice, in its sole discretion, believes that you are using the Service or Equipment for a Prohibited Use. Upon any such termination, you shall continue to be responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, all of which immediately become due and payable and may at Diamond Voice 's discretion be immediately charged to your credit card. You are liable for any and all use of the Service and/or Equipment by yourself and by any person making use of the Service or Equipment provided to you and agrees to indemnify and hold harmless Diamond Voice against any and all liability for any such use. If Diamond Voice, in its sole discretion believes that you have used the Service or Equipment for a Prohibited Use, Diamond Voice may forward the objectionable material, as well as your communications with Diamond Voice and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

Call Recording

Certain features offered by Diamond Voice (e.g. Cell Phone Call Recording) allow the user to record individual telephone conversations. Laws regarding the notice, consent, and notification requirements of such recorded conversations vary from state to state. You are solely responsible for complying with all local, state, and federal laws relevant in the jurisdiction you are calling when using the call recording feature. You hereby release and agree to hold harmless Diamond Voice from and against all damages or liabilities of any kind related to the recording of any telephone conversations while using Diamond Voice services. Diamond Voice expressly disclaims all liability with respect to your recording of telephone conversations.

Prohibition On Resale

The Service and Device are provided to you as a user. This means that you are not to resell or transfer the service or device to any other person for any purpose, without express written permission from Diamond Voice in advance. In such case, Diamond Voice may, at its sole discretion, increase the fees associated with the Services rendered hereunder, or terminate this Agreement, pursuant to the termination provisions contained in these Terms and Conditions.

Emergency Services – 911 Dialing

Enhanced 911 or E911 service is a North American telecommunications based system that automatically associates a physical address with the calling party's telephone number, and routes the call to the most appropriate Public Safety Answering Point (PSAP) for that address. The caller’s address and information is displayed to the PSAP call-taker immediately upon call arrival. This provides emergency responders with the location of the emergency without the person calling for help having to provide it. It is the Customer’s sole responsibility to make sure that the proper physical address for their location is associated with their phone number.  If the physical address changes, or Customer transfers the phone number out of their location, they must notify Diamond Voice of the address change in order for E911 to operate properly. The system only works in North America if 911 is called. Calls made to other telephone numbers, even though they may be listed as an emergency telephone number, may not permit this feature to function correctly.

Diamond Voice is an e911 Mobility Service customer and is authorized to aggregate 911 Mobility Service with its other offerings. Diamond Voice depends upon its carrier to properly route calls to the appropriate PSAP. Diamond Voice only provides transport services to its carriers network infrastructure. Diamond Voice makes no representations regarding its carriers service and its functionality or reliability.

For regions where the Service provides a native 9-1-1 solution, the following limitations apply:

In the event of address validation failure, the error records cannot be processed in real time and commercially reasonable efforts will be used to resolve the records in error. There may be instances that will prevent the correction of errors, causing delays in provisioning the Subscriber’s data into the ALI database.

The Services is predicated on using primary wire line PSAP boundaries for routing emergency calls to the appropriate PSAP. The primary wire line boundary information is collected and is entered into a database for real time queries for PSAP boundary lookup. Customer acknowledges that primary wire line PSAP boundary data may not be available for the entire United States and that the Service is dependent on the PSAPs to provide such information resulting in the use of wireless PSAP boundary data to route a VOIP emergency call.

For regions where the Service provides a non-native 9-1-1 solution, the following limitations appl:

(i) The Services uses wireless PSAP boundaries when a primary wire line PSAP boundary is not available. Therefore, when a Customer VOIP Subscriber places an emergency call, it may correspond to a PSAP other than the PSAP that would normally receive wire line emergency calls placed from the Subscriber’s location. (ii) Customer VOIP Subscriber physical service address and call back number will not be presented to the PSAP. (iii) In the event caller cannot speak, Customer acknowledges that no information will be provided to the PSAP to contact the Customer to obtain information that could allow them to dispatch emergency services to caller’s location. Each PSAP’s internal processes will dictate how the call should be handled.

For emergency call routing where the above limitations exist, (i) in the event caller cannot speak or identify their address, (ii) data connectivity between the Customer VOIP Subscriber and the PSAP is interrupted, and (iii) The PSAP cannot obtain the Customer VOIP Subscriber’s location information, Customer acknowledges that Diamond Voice has no further ability to assist the caller and Customer agrees to indemnify and hold harmless Diamond Voice from all third party claims arising from such circumstances.

Customer further acknowledges and agrees that 911 Services will not be available to the particular Subscriber and Diamond Voice shall have no liability to Customer or any third party for failure to provide 911 Services to the particular Subscriber in the event of (i) outage, degradation or other disruption of power at the Subscriber location; (ii) outage, degradation or other disruption of the Subscriber broadband Internet connection; (iii) Customer’s failure to provide Subscribers accurate Automatic Number Identification (ANI) with the call, (iv) Customer’s failure or delay in maintaining and updating Subscriber information as required by Diamond Voice. Customer shall advise all Subscribers of such limitations, and shall obtain from all Subscribers a written acknowledgment of such limitations and a release of Customer and all underlying providers (including Diamond Voice) for any and all claims arising out of the failure of 911 Services resulting from the foregoing events or conditions.

Automatic Enrollment

All Customers are automatically enrolled in E911 services and are charged a one-time setup fee of $15.00 and a recurring monthly fee of $1.95 for the E911 service.  These fees are subject to change at any time.  Customers may opt out of E911 service and must do so in writing.

Non Enrolled Dialing Cost

You acknowledge, understand and agrees that dialing 911 without having E911 service will result in a charge of $150.00 on their bill for each call made to 911.

Dialing Requires Registration

You acknowledge and understand that 911 dialing does not function unless you have successfully registered your phone location by designating the correct physical address of each phone by means of a signed customer order form. You acknowledge and understand that you cannot dial 911 from this line unless and until you have received a confirming email. You acknowledge that you are responsible for re-registering the phone's address if you move the phone to another location. This reregistration must be done via the specific toll free number provided by Diamond Voice for this purpose.

Failure to Designate the Correct Physical Address

Failure to provide the current and correct physical address and location of your certified equipment will result in any 911 communications you may make being routed to the incorrect local emergency service provider. This must be the actual physical street address where you are located, not a post office box, mail drop or similar address.

Re-Activation if You Change Your Number or Add or Port New Numbers

You acknowledge and understand that 911 dialing does not function if you change your phone number or (for such newly added or ported numbers) if you add or port new numbers to your account, unless and until you have successfully registered the new location with Diamond Voice by means of a signed order form, and until such later date that such activation has been confirmed to you through a confirming email. Although you may have activated 911 dialing with your former Diamond Voice phone number, you must separately register for 911 dialing for any changed or newly added or ported number.

Re-Activation if You Move or Change Location

You acknowledge and understand that 911 dialing does not function properly or at all if you move or otherwise change the physical location of your Certified equipment to a different street address, unless and until you have successfully registered the new location with Diamond Voice by means of a signed order form, and until such later date that such activation has been confirmed to you through a confirming email. 911 dialing must be re-activated although you may have activated 911 dialing using your former address, and you must separately activate 911 dialing for any new physical address. Failure to provide the current and correct physical address and location of your Certified equipment will result in any 911 dialing you may make being routed to the incorrect local emergency service provider.

Power Failure or Disruption

You acknowledges and understand that 911 dialing does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service and 911 dialing 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 Service or 911 dialing.

Broadband Service / ISP Outage or Termination / Suspension or Termination by Diamond Voice

You acknowledge and understand that service outages or suspension or termination of service by your broadband provider and/or ISP or by Diamond Voice will prevent ALL Service including 911 dialing.

Outage Due to Suspension of Your Account

You acknowledge and understand that service outages due to suspension of your account as a result of billing issues will prevent ALL Service, including 911 dialing.

Other Service Outages

You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.

Limitation of Liability and Indemnification

You acknowledge and understand that Diamond Voice's liability is limited for any Service outage and/or inability to dial 911 from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless Diamond Voice, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service relating to the absence, failure or outage of the Service, including 911 dialing and/or inability of Customer or any third person or party or user of Customer's Service to be able to dial 911 or to access emergency service personnel.

Termination

Cancelation

To cancel service, you must notify us in writing and your cancelation request must include the Diamond Voice Telephone number(s) that you were assigned. You may send your cancelation by fax to: 972-293-5329, by email to: (billing@diamondvoice.com), or by mail to: P.O. Box 1776, Cedar Hill TX 75106. Your service will be canceled 30 days from the date that notice is received. You will be responsible for any charges including monthly service, usage, taxes or other fees accrued to your account until the 30 days has expired.

Early Termination Fees

For Services provided under a term agreement that include equipment supplied by Diamond Voice, early termination of Service by Customer will result in an Early Termination Fee (ETF) of $150.00 applied for each Service in place that is being terminated (ex. phone, data, efax, line services, etc.) You also agree that when terminating Service, in whole or in part, prior to the expiration of this Agreement, you are liable for an ETF in the amount equal to ½ the MRC per Service being terminated for each month of service remaining on the Agreement. For clarity, this does not apply to services provided by Diamond Voice under a month to month service agreement.

Assigned Phone Number

Diamond Voice Service number(s) issued to you are the property of Diamond Voice and cannot be transferred to any party without written permission. Diamond Voice retains the right to change your assigned phone number(s) if necessary. You will be notified in advance of any change. Any toll-free or non toll-free number that was in your possession and ported over to Diamond Voice for use with the service must become the property of Diamond Voice during your length of Service. However, we will gladly release the number back to you upon payment of a release fee, service cancellation and satisfaction of any outstanding account balance.

Diamond Voice will allow you to take over personal ownership of your assigned Diamond Voice toll-free number for a release fee (see pricing) so long as you have had service with us for a minimum of 90 days and your account balance is satisfied. Please note that the transferring of ownership can take as long as three weeks to complete. Ownership of non-tollfree numbers cannot be transferred under any circumstances. In the event that you want to continue to use a non-tollfree number acquired from Diamond Voice, but not utilize any of the Diamond Voice call processing services, for a small monthly fee, we can set your Diamond Voice number to transfer through our system to another number.

Changes To Features Or Quantities

You may add, delete, upgrade or downgrade existing service at any time during the Service Term by contacting Diamond Voice Customer Care at customerservice@diamondvoice.com. Changes will be processed within 7 days, and new billing will begin as of the upgrade / downgrade processing date. Per unit pricing on any item is extended to you based on the quantities of all items identified on a Sales Order, and reduced quantities may affect the per unit pricing. All changes to billing will be processed subject to the Term Plan Monthly Minimum in affect for your service. Note that 100% of MRCs for services provided under a Term Agreement are subject to a one year minimum.

When contacting Customer Service or Technical Support to request us to make changes to your configuration options that are designed and are available to be changed by you, the Customer, you may incur a change fee. Adding new features may result in additional one-time and/or monthly charges. Changes to routing may incur a change fee. Changes to scripts recorded by Diamond Voice do incur the standard recording charges.

You are solely responsible for all recurring service fees and usage charges including but not limited to wrong numbers, unauthorized access, and calls to pay-per-call programs or international destinations.

Changes in Service

Diamond Voice reserves the right to change the availability of or make modifications, deletions, or additions to it’s service offerings at any time without prior notice.

Upgrades and Support

From time to time, Diamond Voice may (and has the right to) send information and offers to Customer and its users about upgrades, documentation and other services offered by Diamond Voice. Notwithstanding the foregoing, unless otherwise agreed in writing, under no circumstances shall Diamond Voice have any obligation to provide Customer with upgrades, enhancements, modifications, or support for the Services other than as set forth herein.

Warranty, Disclaimer, Limitation of Liability and Indemnity

Interface Limitations And Compatibility

Customer acknowledges the Cloud Phone Service is not compatible and/or designed to work with certain out-dialing systems including security systems, modems, medical monitoring systems, TTY equipment, entertainment or satellite television systems and some FAX machines. Customer may be required to maintain a telephone connection through their local exchange carrier to ensure operability of any of these functions. Customer is responsible for contacting the respective companies to test the compatibility of any of these systems with the Diamond Voice service.

Limitation of Liability

Diamond Voice will strive to provide continuous service with a goal of no blocked calls to you. However, Diamond Voice cannot be held liable for service interruptions, including dropped calls, due to equipment failure, equipment or facilities shortages that create transmission limitations, system capacity limitations, strikes, acts of God or other causes beyond our reasonable control. Diamond Voice's liability, if any, in the operation of service or equipment shall not exceed the amount of our pro-rated monthly charge for the service access during the period affected. You assume all risks associated with the use of the service including any liability arising out of the fraudulent use of Diamond Voice. Diamond Voice will not be liable for and you agree to hold Diamond Voice harmless from any costs, delays, special, incidental or consequential damages, physical harm or any other damage that may be alleged from the use of the service. You specifically agree that Diamond Voice will not be liable for any damages resulting from or in connection with the use of Diamond Voice for life-threatening or emergency situations.

DISCLAIMER OF DAMAGES

IN NO EVENT SHALL DIAMOND VOICE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR 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 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, TO THE EXTENT PERMITTED BY LAW, INABILITY TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. 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 DIAMOND VOICE WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.  DIAMOND’S VOICE LIABILITY IS LIMITED TO THE MONEYS PAID BY CUSTOMER TO DIAMOND VOICE FOR THE PAST TWELVE MONTHS.

Limited Performance Warranty

Diamond Voice shall provide Services in a manner consistent with industry standards and practices, and in accordance with any Service Addendum or Service Order during the Term. Customer agrees that Diamond Voice Service is provided “as is.” Events beyond Diamond Voice’s control may affect Service, including but not limited to power outages, fluctuations in the Internet, Customer’s underlying ISP or broadband service, other third party services or maintenance. Diamond Voice will act in good faith to minimize disruptions to Customer’s use of your access to Service.

NO WARRANTIES ON SERVICE

DIAMOND VOICE MAKES 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, DIAMOND VOICE DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER DIAMOND VOICE NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO DIAMOND VOICE OR CUSTOMER'S 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 DIAMOND VOICE OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY DIAMOND VOICE OR DIAMOND VOICE’S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

Governing Authorities

In the event there is a ruling, regulation, or order issued by a judicial, legislative or regulatory body that causes Diamond Voice to believe that this Agreement may be in conflict with such rules, regulations, and orders, Diamond Voice may terminate or modify any or all of our Services and/or this Agreement immediately without notice.

Legal

If legal action is initiated by either party concerning this Agreement, the prevailing party shall be entitled to recover all costs and reasonable attorney’s fees, including costs and fees on appeal. Diamond Voice may assign all or part of this Agreement by giving you written notice, and you agree to make all subsequent payments as instructed in such notice. You may not assign your rights or obligations under this Agreement without prior written approval from Diamond Voice. If any terms stated herein are invalid or unenforceable, then the remaining terms shall remain in effect.

Governing Law

This agreement shall be construed in accordance with and governed by the laws of the State of Texas. In addition, the court and authorities of the State of Texas shall have jurisdiction over all controversies that may arise with respect to this Agreement. To the extent court action is initiated to enforce an arbitration award or for any other reason, Customer and Diamond Voice agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Texas and waive any objection as to venue or inconvenient forum. The failure of Diamond Voice to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. Customer agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Mandatory arbitration

Any dispute or claim between Customer and Diamond Voice arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Dallas, Texas and shall be conducted in English. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall 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. All claims shall be arbitrated individually and Customer will 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. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.

Severability

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

Changes to this agreement

Diamond Voice may change the terms and conditions of this Agreement from time to time. Changes to this Agreement supersede all previously agreed to electronic and written Terms and Conditions. If Customer continues to be enrolled in, use, or pay for the Services after any changes in prices, charges, and/or terms and conditions have been made, Customer agrees to the changes.  Notices are given and effective on the date posted on the Diamond Voice web site at www.Diamond Voice.com or the date Diamond Voice notifies Customer of changes by the following: email at the address provided by Customer, postcard, letter, recorded announcement, message on Customer’s bill, an insert in Customer’s bill, newspaper ad, or a call to Customer’s billed telephone number, whichever occurs first.

Assignment

This Agreement is not assignable, transferable or sub-licensable by Customer except with Diamond Voice’s prior written consent.  Diamond Voice may assign all or part of this Agreement or Customer debts to us without notice, and Customer agrees to make all subsequent payments as instructed.

Force majeure

Customer shall not hold Diamond Voice liable for any delay or failure on performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics and similar occurrences beyond Diamond Voice’s reasonable control.  Force majeure shall not excuse Customer’s timely payment of Diamond Voice invoices.

Entire agreement

This Agreement, and the associated Service Orders, the rates for Services found on the Diamond Voice website, and the terms of use found on the Diamond Voice web site constitute the entire agreement between Customer and Diamond Voice and govern Customer’s use of the Service, superseding any prior agreements between Customer and Diamond Voice and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon Diamond Voice unless and until posted in accordance with the Changes to this agreement section hereof.

Content

Customer is liable for any and all liability that may arise out of the content transmitted by or to Customer using the Services. Customer shall assure that Customer’s use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. Diamond Voice reserves the right to terminate or suspend affected Services, and/or remove Customer’s content from the Services, if Diamond Voice determines that such use or content does not conform with the requirements set forth in this Agreement or interferes with Diamond Voice’s ability to provide Services to Customer or others or receives notice from anyone that Customer’s use or Content may violate any laws or regulations. Diamond Voice actions or inaction under this Section shall not constitute review or approval of Customer’s use or Content. Customer will indemnify and hold Diamond Voice against any and all liability arising from the content transmitted by or to Customer using the Services. The term Customer also means any person, whether authorized or unauthorized, using the Service and/or Device provided to Customer.

Notices

Service of all notices under this Agreement shall be sufficient if given personally, via email or mailed to the receiving party involved at its respective address or any other address as either party may provide in writing.

Indemnification

Customer agrees that it shall indemnify, defend and hold harmless Diamond Voice and its respective officers, directors, employees and agents (collectively, the “Indemnitees”), from and against any and all third party damages, claims, losses, expenses, costs, obligations and liabilities including without limitation reasonable attorney’s fees (“Damages”), suffered directly or indirectly by any of the Indemnitees by reason of or arising out of this Agreement, including without limitation, any Damages related to use of the Services.

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.

Miscellaneous Provisions

Speech To Text

Terms and Conditions specific to Speech to Text services can be found here

Data Retention

As a courtesy, Diamond Voice will retain recordings made by you and data collected in use of your service for as long as you remain a subscriber. However, Diamond Voice makes no warranty and specifically disclaims any responsibility for lost or corrupted recordings. It is your sole responsibility to promptly download any recordings made or data collected using the Diamond Voice system to your own computer or storage facility. Your use of any Diamond Voice recording or data collection service acknowledges your responsibility and you agree to release and hold harmless Diamond Voice in the event of lost or destroyed recordings or data. In the event that access to a recording or other data files are delayed, you agree to release and hold harmless Diamond Voice from any and all consequences.

Monitoring

Diamond Voice may monitor the use of Customer service for violations of this Agreement. Diamond Voice may remove or block all communications if a violation of this Agreement is suspected, or if Diamond Voice believes it would be necessary in order to protect its service, affiliates, directors, officers, agents, and employees from harm.

Compliance

Diamond Voice’s failure at any time to insist upon strict compliance with any of the provisions of this Agreement will not constitute a waiver of such terms in the future.

Service Guarantee

Notwithstanding anything to the contrary contained in this Agreement, you may terminate this Agreement without any further obligation if the Services we provide are not substantially performing up to industry standards during the first 90 days the Services are available for your use. If you elect to terminate the Agreement pursuant to this guarantee, we will reimburse you for all reasonable costs you incurred to re-establish service with your previous service provider not to exceed the amount that you paid to us for installation of the Services. This Service Guarantee only applies if: (a) the cause of the Service deficiency was within our reasonable control; (b) you ordered at least the amount of Services that we recommended to meet your traffic volumes; (c) you give us written notice of the deficiency within the first ninety (90) days after we notified you the Services are available for your use, and (d) we fail to correct the Service deficiency within fifteen (15) days after receiving written notice from you of the deficiency.

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