1.01 Terms and Conditions.
By using any of Origen’s services including but not limited to, telephone and VoIP telephone services (“Services”), CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF SERVICE (“Terms and Conditions”). These Terms and Conditions form an integral part of the agreement (“Agreement”) between 6492053 Canada Inc. (“Origen”) and Customer of the Origen Services. These Terms and Conditions govern the Services and any device and/or equipment, such as telephones and telephone adapters used in conjunction with the Services (“Equipment”). Customer acknowledges that the Equipment may be purchased by Customer and become Customer’s Equipment (as defined in Section 4) or be provided to Customer by Origen under a rental arrangement, in which case, the Equipment shall be herein referred to as “Rental Equipment”. By activating the Services, Customer acknowledges that you have read, understand and agree to these Terms and Conditions. Origen recommends that Customer print a copy of these Terms and Conditions.
The Customer recognizes and accepts that these Terms and Conditions may be modified by Origen, at its sole discretion at any time. CUSTOMER’S NONTERMINATION OR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY CHANGES MADE CONSTITUTES CUSTOMER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS AS MODIFIED BY SUCH CHANGES.
1.03 Other Policies.
2.01 Use of the Services.
The Services may be used for residential and commercial purposes. The Equipment, Rental Equipment, technology and/or processes provided to you may be subject to intellectual property rights reserved by Origen or third parties. Nothing contained in these Terms and Conditions shall grant you any right, license, title or ownership of, in or to any intellectual property rights of Origen or any third party in such Equipment, Rental Equipment, software, technology or processes. Origen, Origen the logo and certain product or service names are either owned by or licensed to Origen. Customer agrees not to copy, display or use in any manner any of Origen’s trade-marks without Origen’s express written consent.
2.02 Type of Services.
The Terms and Conditions contained herein apply to all the Services which Customer may subscribe from Origen, including, for: (i) fixed fee, bundled minutes and unlimited long distance calling plans for residential/business purposes in those destinations designated by Origen from time to time from a designated telephone number (collectively, the “Unlimited Programs” or individually an “Unlimited Program“); (ii) pay for use regular long distance calling plans to countries designated by Origen from time to time other than those countries which Customer has already subscribed for as part of the Unlimited Programs (the “Standard Program “); (iii) Internet Voice Over IP local phone service (“Business Phone”). Customer may use the Services provided by Origen for long distance calling or local calling provided that Customer does so in compliance with all applicable laws and the terms herein. Customer acknowledges that he/she is the person authorized to subscribe for the Services. The Services may only be used by Customer and all persons having the Customer’s permission to use the Services. Customer may only use the Services for voice telephone calls to landlines as the Services cannot be used for Internet connections, faxing or other data transmission without the express written consent from Origen.
2.03 Service Incompatibility.
The Business Phone service may not be compatible with business security systems. Customer may be required to maintain a telephone connection through its local exchange carrier in order to use any alarm monitoring functions for any security system installed in its business. Customer is responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system in your Business Phone service. The Business Phone service can work with most fax machines, however due to various device configurations, Internet connectivity and bandwidth fluctuations, faxing while using your Business Phone service is provided on a best efforts basis and Origen assumes no liability whatsoever and provides no express or implied warranty with respect to the simultaneous use of the fax machine and the Business Phone service.
2.04 Services Interruption.
Origen may interrupt Services to Customer at any time for any length of time, without notice or liability, in order to install, inspect, repair, replace or to perform necessary maintenance on the telecommunications Equipment, facilities, network, or for other technical reasons, as may be required. Origen services are provided on a best efforts basis. Subscriber acknowledges that Business Phone VoIP service requires high-speed Internet connectivity. A poor or lack of Internet connectivity, power failure, computer viruses and other connectivity issues may cause Service interruption and or failure of the Services (“Connectivity Issues”). It is the Customer’s sole responsibility to remedy any Connectivity Issues.
3.0 9-1-1 Dialing.
3.01 Non-Availability of Traditional 9-1-1 or E9-1-1 Dialing Service.
Origen offers on its Business Phone service a form of 9-1-1 Dialing service (9-1-1 Dialing) that is similar to traditional 9-1-1 (9-1-1) service but has some important differences and limitations when compared with enhanced 9-1-1 Dialing service (E9-1-1) available in most locations in conjunction with traditional telephone service. With both traditional 9-1-1 and E9-1-1 Dialing service, your call is sent directly to the nearest emergency response center. In addition, with E9-1-1 Dialing service, your call back number and address are visible to the emergency response center call-taker. With Business Phone’s 9-1-1 Dialing service, your call is sent to a national emergency call center. The call center operator will confirm your location information and then transfer your 9-1-1 call to the emergency response center nearest your location. You should be prepared to confirm your address and call-back number with the operator. Do not hang up unless told directly to do so and if disconnected, you should dial 9-1-1 again. A 9-1-1 fee of $0.75 per number shall apply.
3.02 Registration of Physical Location Required.
You should ensure your location information, when registered with Origen, is kept current at all times. In case you are not able to speak during the 9-1-1 call, the call taker would dispatch emergency response vehicles to your last registered address. You need to update your 9-1-1 Dialing information if you move your device to a different location and if you add a new line to your account. To update or verify your 9-1-1 Dialing information you will need to log into the 9-1-1 section of my account web portal at the Origen website. Your 9-1-1 Dialing service is activated when you subscribe to Origen Business Phone service.
3.03 Acknowledgement and Warnings
9-1-1 Dialing service will not function in the event of a power or broadband outage or if your broadband, high-speed Internet access service or Business Phone service is interrupted, suspended or terminated. Following a power failure or disruption, you may need to reset, configure, your telephone adapter as hereinafter defined, prior to utilizing the Service, including 9-1-1 Dialing. You must update and verify online at the my account web portal your location of use for each changed, newly added or newly ported number in order for the 9-1-1 Dialing to function correctly. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 9-1-1 call made utilizing the Service as compared to the traditional 9-1-1 Dialing over traditional public telephone networks. Customer agrees to notify any potential user or agent of the Services, who may place calls using Customer’s Services, of the 9-1-1 Dialing limitations described herein.
3.04 Disclaimer on Liability and Indemnification with respect to 9-1-1 Dialing
CUSTOMER ACKNOWLEDGES AND AGREES THAT ORIGEN WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 9-1-1 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING ORIGEN SERVICES OR TO ACCESS AND EMERGENCY SERVICE OPERATOR DUE TO THE 9-1-1 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THESE TERMS AND CONDITIONS, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ORIGEN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHERS SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICES, FROM AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE SERVICES, INCLUDING THOSE RELATED TO 9-1-1 DIALING. If you are not comfortable with the limitations set forth with respect to 9-1-1 Dialing service, you should consider having an alternate means of accessing traditional 9-1-1 or E9-1-1 Dialing services or terminating the Services.
To provide the Services, Origen may provide Rental Equipment to Customer or Customer may purchase Equipment. All Equipment or Rental Equipment Shipments are FOB “Origen facility”. Origen’s liability of delivery shall cease and title (if applicable) and all risk of loss and damage shall pass to the Customer upon delivery to the carrier. Customer will be provided a twelve (12) month manufacturer’s warranty from the date of purchase of Equipment or Services.
4.01 Equipment Returns
Customer shall be required to obtain authorization from Origen to return any Equipment (“Return Authorization”). Any Equipment returned by Customer will be at the Customer’s expense and must be returned by Customer in a perfect resalable condition in its original packaging. Customer will be charged a refurbishing fee for any Equipment returned in less than perfect condition. Origen will not accept any collect packages. Origen will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. The Customer is responsible at its own expense for the safe return of the defective Equipment to Origen in good physical condition at the address indicated in the authorization. All returned Equipment must be accompanied with the Return Authorization. Equipment without a Return Authorization will not be processed by Origen and Customer will be responsible to pay return shipping charges. Origen will not cover replacement for lost, stolen or modified Equipment. Any Equipment not returned by Customer within thirty (30) days from the issuance of a Return Authorization or Equipment with physical damage or missing components shall be subject to a replacement fee of no less than fifty dollars ($50.00) and any applicable refunds will not apply. Origen may at its sole discretion, issue a partial refund when the Equipment is missing components of small importance, such as cables, power supplies, manuals and packaging. Equipment that is not covered under warranty may be refused by Origen and Customer will be responsible to pay return shipping charges.
4.02 Equipment Refunds
Any Equipment not returned within thirty (30) days of purchase is non-refundable. Equipment returned within thirty (30) days from the date of purchase must have less than fifteen (15) minutes of usage to be eligible for a refund. Any Equipment return is subject to a thirty-five dollars ($35.00) restocking fee for each device.
4.03 Rental Equipment
All Rental Equipment shall at all times remain the property of Origen or its designee. Customer may not sell, transfer, lease, encumber or assign all or part of the Rental Equipment, nor shall Customer relocate the Rental Equipment outside the location where the Rental Equipment or Equipment was initially installed (“Premises”). Customer shall pay to Origen the full manufacturer suggested retail price for the replacement of any lost, stolen, unreturned, damaged, sold, transferred, leased, encumbered or assigned Rental Equipment or part thereof, together with any incidental costs incurred by Origen relating to the replacement of the Rental Equipment. Customer hereby authorizes Origen to charge Customer’s Visa, MasterCard or other credit card for any such charges. Origen may, at its option, install new or reconditioned Rental Equipment. Upon expiration or termination of Origen Services, the Customer is responsible at its own expense for the safe return of the Rental Equipment to Origen in salable condition at the address indicated in the Return Authorization.
5.0 Access to Customer’s Premises.
Customer authorizes Origen and its employees, agents, contractors and representatives to enter Customer’s Premises to install, maintain, inspect, alter, repair and remove as the case may be, the Equipment and/or Rental Equipment. All such services shall be conducted at a time agreed to with Customer.
6.0 Customer Data.
Customer hereby grants to Origen a non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide Services to Customer. Except as expressly provided in this Section, Customer grants to Origen no right, title, interest, or license in the Customer Data, and Customer hereby reserves for itself and its licensors all rights in and to all Customer Data.
7.0 Billing, Charges and Payments.
7.1 Fixed Monthly Service Fees and Billing
The cost for Services requiring a fixed monthly fee such as the Unlimited Program shall be stated in the Customer Sales Order and shall be payable monthly, in advance, plus all applicable taxes, surcharges and fees (collectively “Fixed Service Fee”). The Fixed Service Fee for the first month of Service shall be due and payable prior to the installation of the Service and if commencement of Service or activation of Service occurs on other than the first calendar day of the month then the Fixed Service Fee will be prorated by the number of calendar days remaining in the month. Thereafter, the Fixed Service Fee is due and payable in advance on the first day of each month and shall be considered late if not received by Origen by the tenth (10th) calendar day of each month. Origen may at its sole discretion elect to modify the billing dates.
7.2 Variable Monthly Usage and Billing
The cost for Services computed based on usage by Customer of the Standard Program at the rates stated in the Customer Sales Order (“Variable Service Fee”) shall be payable monthly on the first day of each month for the Standard Program used in the preceding month plus all applicable taxes, surcharges and fees and shall be added to the Fixed Service Fee. Calls to toll free numbers will be billed at our North America Long Distance rate.
Customer is responsible for paying all charges, plus all applicable taxes thereon, for the Services (which charges are subject to change from time to time at the sole discretion of Origen without notice to Customer), including, but not limited to any calls: (i) made via Customer’s telephones or telecommunications systems; (ii) made using any number or authorization access code assigned to Customer; and (iii) which are charged to Customer’s account. Customer is responsible for the security of Customer’s authorization codes, and access to Customer’s telephones and telecommunications systems. Insufficient funds and any refused payments shall incur a twenty-five dollar ($25.00) administrative fee per occurrence. Credit card charge-backs will incur a fifty-dollar ($50.00) administrative fee. Origen reserves the right to charge a twenty-five per cent (25%) administrative fee for all accounts remitted to collections. Due to billing software limitations any reference to Tax 1 or T1 is in fact an additional service charge and not a government tax.
7.4 Credit and Security Deposit
All Services provided to Customer shall at all times be subject to credit approval or review by Origen. Customer will provide such credit information or assurance as is requested by Origen at any time. Origen, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit. Origen may at its sole discretion require a sufficient security deposit to cover the first six (6) months of Service. Should Origen at any time consider a prepaid security deposit to be insufficient, a further security deposit may be required before it provides, continues, or reinstates the Services to Customer. Origen will determine, at its sole discretion, how Customer’s deposit or other security will be allocated to satisfy outstanding amounts owed by Customer to Origen. All deposits or other prepayments made by a Customer in connection with the Services will earn no interest.
Prices for the Services do not include custom duties, sales, use, value added, excise, federal, state, provincial, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer unless Customer provides Origen with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Origen, applicable taxes may not be refundable.
7.6 Regulatory Recovery Fee
A regulatory recovery fee will be charged monthly to offset costs incurred by Origen in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/government and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The regulatory recovery fee will apply to every phone number assigned, including toll free and virtual numbers.
Customer must pay for the Services either by credit card by providing Origen with Customer’s credit card number upon subscribing for the Services or Pre-Authorized debit payment by providing Origen with the appropriate banking information. Customer authorizes Origen to proceed to such charges against such credit card or bank account to pay all charges for the Services.
If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment, Origen may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the greater of ten dollars ($10.00) or 1.5% per month. A fee will also be charged to activate a suspended account. No suspension or termination of the Services shall relieve the Customer from paying any amounts due hereunder.
7.9 Rate changes
Origen may change the prices for Services and toll charges from time to time. Origen may change prices, Service plans, taxes or fees without any advance notice. In the event of a change in prices or toll charges, Origen will notify such changed rates to the Customer thirty (30) days prior to the effective change in prices. International call tolling rates are updated monthly on the first day of each month and no other notice shall be provided for changes to international toll calling rates. Calls certain countries may have higher rates due to international boundary and sovereignty disputes, such as Kashmir, India, West Bank, Israel, & Gaza. Rates will be determined based on the area code being dialed and not the country code. The Fixed Service Fee for the Unlimited Program and the Variable Service Fee for the Standard Program effective upon any renewal of the Agreement shall be Origen’s then current Service fees for the applicable Services.
7.10 Rate Guarantee
Origen will match any advertised long distance rate for identical or similar services. Customer must contact Origen to notify Origen of the competitor’s rate in order for Origen to confirm such rate, prior to adjusting Customer’s rate. The rate guarantee does not apply to pre-paid calling cards, bundled minute plans and select regions of the world including occupied territories.
Customer acknowledges that the Services will not be available 100% of the time. Credit allowances for the interruption of Services shall not be provided.
From time to time, in its sole discretion, Origen may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to Origen upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively.
7.13 Billing Disputes
Customer must dispute any charges for the Services in writing to Origen within ten (10) days of the date of the charges for Services. If Customer fails to provide a written statement disputing the charges within such time, Customer waives any objection and further recourse with respect to such charges. Written statements disputing charges must be sent to the billing department at the following electronic address: firstname.lastname@example.org .
7.14 Toll Charges
Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network (“PSTN“), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Service plan, which Origen will include in invoices and Customer will pay. The duration of each call is to be calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When Customer dials an international PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by a Customer to an international mobile, rather than landline, or premium rate telephone number, may result in higher toll charges.
8.0 Telephone Number
Any telephone number provided by Origen (“Number“) to the Customer shall be leased and not sold. Customer will not use the Number with any other device other than the Equipment without the express written permission of Origen. Origen reserves the right to change, cancel or move the Number at its sole discretion.
9.0 Monitoring Service Use
Customer agrees that Origen is entitled to monitor Customer’s use of Service, at Origen’s expense.
10.0 Prohibited Uses
Any use of the Services or any other action that causes a disruption in the network integrity, or threatens or compromises the security of Origen, its vendors, or the Services whether directly or indirectly, is strictly prohibited and permits Origen to terminate the Services and the Agreement without prior notice at the sole discretion of Origen. Customer acknowledges that neither Origen nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. Customer will NOT use the Services in ways that violate applicable laws (including but not limited to laws on obtaining third party consent for call recording), infringe the rights of others, or interfere with the users, agents, services, or equipment of the network. Customer agrees, represents, and warrants that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or charge for the Services or the Equipment without the advance express written permission of Origen. Origen’s Service plans for Customers that offer unlimited minutes for calls are for reasonable business use of Customer only. Such use shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, call flooding, continuous connectivity, telemarketing (including without limitation charitable or political solicitation or polling), call center operations, calling any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage. Customer shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. Customers further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law (collectively “Prohibited Uses”). Any use found to be inconsistent with this restriction will result in termination of the Services. Origen reserves the right to immediately terminate or modify the Services of any Customer performing Prohibited Uses.
11.01 Initial Term
Origen offers one (1) year, two (2) years and three (3) years initial term agreements with Customers (“Service Period”). The initial term begins on the date that Customer enters into the Agreement with Origen and continues into force and effect for the duration of the Service Period (“Initial Term”). Origen may not increase the rates for the Services during the Service Period.
Except as set forth in section 10.3, at the end of the Initial Term, the Agreement is automatically renewed for an additional one (1) year period (“Renewal Term”), and shall be renewed at the end of each renewal Term for an additional one (1) year Renewal Term, unless Customer provides Origen, at least thirty (30) days written notice prior to the end of the Initial Term or applicable Renewal Term, notification of intention to cancel Service.
11.03 Month-To-Month Renewal
Instead of renewal as set forth in Section 10.2 or cancellation, a Customer shall have the option, upon expiration of the Initial Term or any Renewal Term, to renew the Agreement on a month-to-month basis at the then current rates offered for the Services. Origen may increase rates at any time by providing Customer with a thirty (30) day written notice. Customer will be converted to a month-to-month basis if Customer provides to Origen, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to convert to month-to-month service.
11.04 No Contract
Origen also offers agreements with not specified term. Early cancellation fees (“ECF”) shall not apply; however, Origen may increase rates at any time by providing Customer with a thirty (30) day written notice.
11.05 Pre-Paid Contract
Origen offer a pre-paid bundle service that includes Services for a specified period of time (i.e.: $150.00 pre-paid for 12 months of local phone service). Unless specifically notified by the Customer prior to the anniversary date, such pre-paid contract shall be automatically renewed and charged for the same specific period of time. No refunds shall be issued for any unused months for pre-paid service as part of the pre-paid contract.
12.01 Termination for Convenience
Either party may terminate the Agreement upon thirty (30) days written notice of termination. Disconnection fees may apply for a termination by Customer. If Customer transfers or ports its telephone number(s) to a service provider other than Origen, Customer must contact Origen to cancel the Services provided to Customer by Origen and such transfer is subject to an administrative fee of fifty dollars ($50.00) per Number.
12.02 Immediate Termination or Suspension
Origen shall be entitled, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, exercising Prohibited Uses, Customer’s breach of the Agreement, Customer’s failure to pay any sum due hereunder, failure to provide interim payments when requested by Origen, failure to maintain a reasonable security deposit or alternate security when requested by Origen, failure to meet Origen’s credit requirements, failure.
to comply with the terms of a deferred payment or credit agreements with Origen, allows third parties to use the Service without Origen’s consent, allows third parties to use Origen’s Services for commercial or business use, allows third parties to use Origen’s Services for resale, Customer’s bankruptcy or insolvency, suspected fraud or other activity by Customer that adversely affects the Services, Origen, Origen’s network or other Customer’s use of the Services. Origen shall be entitled to determine, at its sole discretion, what constitutes misuse of the Services and Customer agrees that Origen’s determination is final and binding on Customer. Origen may require, and if required, Customer shall pay, an activation fee of twenty-five dollars ($25.00) as a condition to changing or resuming a terminated or suspended account.
12.04 Effect of Termination by Customer on Fees
For Service Period contracts, the Customer shall be responsible to pay ECF for its contract Service Period. The ECF shall be equal to half (50%) of your remaining contract terms monthly fees, plus all applicable taxes. Expiration or termination of the Agreement for any reason whatsoever does not alleviate the Customer’s responsibility to pay for all unpaid, accrued charges hereunder.
12.05 Effect of Immediate Termination or Suspension by Origen on Fees
Suspension or termination of the Agreement for any reason whatsoever does not alleviate the Customer’s responsibility to pay for all unpaid, accrued charges hereunder. If the Agreement is terminated by Origen for one of the reasons contained at Section 12.02, Customer will be charged for all usage of the Services including the Fixed Service Fee and Variable Service Fee until the end of the Service Period.
12.06 Effect of Termination for Convenience by Origen on Fees
Upon termination of the Agreement by Origen for convenience, Customer shall be responsible to pay for the full monthly Fixed Service Fee for the month in which termination occurs. Expiration or termination of the Agreement for any reason whatsoever does not alleviate the Customer’s responsibility to pay for all unpaid, accrued charges hereunder.
12.07 Credit Balance
Where the Services are terminated for convenience, either by Customer or by Origen as provided herein, and there is an undisputed credit balance on Customer’s account, Customer may require that it be refunded to Customer and Origen reserves the right to charge a reasonable processing fee in connection with issuing refunds. This Section 12.6 does not apply to pre-paid contracts at Section 11.05.
13.0 Electronic Recording.
Customer acknowledges and understands that there are federal, state and provincial statutes governing the electronic recording of telephone conversations and that Origen will not be liable for any illegal use of the Service. Because Customer circumstances vary widely, Customers should carefully review their own circumstances when deciding whether to use the recording features of the Service and it is the Customer’s responsibility to determine if the electronic recordings are legal under applicable federal, provincial and state laws. Origen is not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by the Customer, whether legal or illegal, and Customer will indemnify and hold Origen harmless for any claims, damages, fines, or penalties arising out of Customer’s failure to adhere to applicable electronic recording laws. Origen’s electronic recording guidelines by requesting them as they provide additional information on electronic recording and is incorporated by reference in the Agreement as if fully set forth.
14.0 Responsability for Registration and Content of Customer Communication.
Customer is solely responsible for maintaining the confidentiality of Customer’s login, and will not to transfer login, email address or password, or lend or otherwise transfer use of or access to the Origen Services, to any third party. Customer is solely responsible for any and all activities that occur under Customer’s account. Customer will comply with applicable foreign, federal, state, provincial and local law in its use of the Services, including but not limited to laws regarding acceptable content, and the transmission of equipment and information under applicable export laws. Use of the Services is void where prohibited. Customer will immediately notify Origen of any unauthorized use of Customer’s account or any other breach of security related to Customer’s account or the Origen Services, and to ensure that Customer completes a “log off”/exit from Customer’s account (if applicable) at the end of each session. Origen is not liable for any loss or damage arising from Customer failure to comply with any of the foregoing obligations. In consideration for using the Origen Services, Customer will: (1) provide certain current, complete, and accurate information about Customer when prompted to do so by the Origen Services, and (2) maintain and update this information as required to keep it current, complete and accurate. Customer warrants that any such information will be accurate. Customer agrees that Customer is solely responsible for the content of all visual, written or audible communications (“Content“) sent by Customer or displayed or uploaded by Customer in using the Services.
16.0 Technical Support.
Origen provides technical support to Customers via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied and except as stated in this Section, Origen has no obligation to provide additional technical support.
In the event of Customer’s breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, Customer shall reimburse Origen for all attorneys’ fees and court, collection and other costs incurred by Origen in the enforcement of Origen’s rights hereunder and Origen may keep any deposits or other payments made by Customer.
Customer agrees to defend, indemnify and hold Origen, and its affiliates, directors, officers, employees, attorneys, agents, and vendors harmless from any claims or damages relating to this Agreement or use of Services by Customer.
19.0 Fraudulent Calls.
In the event Customer connects the Services to the PSTN, Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and Origen shall have no liability therefore. Customer is solely responsible for payment of long distance, toll and other telecommunication charges incurred through use of the Services being provided hereunder. Customer shall indemnify and hold Origen harmless from all costs, expenses, claims, or actions arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused from paying Origen for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event that Origen discovers fraudulent calls being made, nothing contained herein shall prohibit Origen from taking immediate action, without notice to Customer that is reasonably necessary to prevent such calls from taking place. Notwithstanding, it is understood that Origen is under no obligation to investigate the authenticity of calls charged to Customer account and shall not be liable for any fraudulent calls processed by Origen and billed to Customer’s account.
Origen is a company that provides marketing services and does not provide actual telecom services. Origen acts as a third party carrier and Customer accounts are the property of the respective carrier. The employees and agents of other carriers are not and shall not be deemed agents or employees of Origen.
Origen warrants that the Services will substantially conform to the user manuals and other documentation relating to the Services, which are made available to Customer by Origen, in the form of recorded documentation on optical or magnetic media, accessible via the Internet or in the form of printed media, during the term of this Agreement. Origen will use commercially reasonable efforts to pass through to Customer manufacturers’ warranties on Equipment.
22.0 Disclaimer of Warranty.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 27 THE AGREEMENT, THE PRODUCTS AND OTHER SERVICES PROVIDED HEREIN ARE PROVIDED “AS IS” AND ORIGEN MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER ORIGEN NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO ORIGEN’S OR CUSTOMER’S TRANSMISSION FACILITIES OR PREMISE 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 ORIGEN’S OR ITS VENDORS’ NEGLIGENCE. NEITHER ORIGEN NOR ITS VENDORS WILL BE LIABLE FOR MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN ORIGEN. NEITHER ORIGEN NOR ITS VENDORS WILL BE LIABLE FOR DELAYS OR INTERUPTIONS IN ACCESS TO OR USE OF THE SERVICES RESULTING FROM CUSTOMER’S EQUIPMENT, USE OF THE INTERNET, OR TELECOMMUNICATIONS SYSTEMS NOT UNDER ORIGEN’S CONTROL, AND ORIGEN SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTIONS.
23.0 Exclusive Remedy.
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WHICH ORIGEN SHALL BE ENTITLED TO ELECT IS REPAIR, REPLACEMENT, CREDIT OR, REFUND. ORIGEN MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR.
24.0 Origen’s Liability.
Origen shall not be liable for:
(a) Any interruption, suspension or unavailability of Services, including, but not limited to, any interruption or unavailability of emergency 9-1-1 service;
(b) Any act or omission or charges of any third party including, but not limited to, any other local telephone company, any connecting carrier or underlying carrier or other provider of connections, facilities or services;
(c) Customer’s conduct, acts, omissions and use of Services;
(d) Any event beyond the reasonable control of Origen including Force Majeure, as hereinafter defined;
(e) Origen’s failure, for any reason, to activate Services on the activation date that Customer requested or date provided to you by Origen;
(f) Origen’s suspension or termination of Customer’s Service for any reason whatsoever;
(g) Any defacement of, damage to, the Service location resulting from the attachment of any instruments, apparatus or associated wiring and/or the Rental Equipment, Equipment furnished by Origen, or removal thereof, when such defacement or damage is not wholly caused by Origen’s negligence; and
(h) Any damages Customer may incur as a result of the operation or failure of your equipment, facilities, wiring or other devices Customer uses with the Services, including without limitation, if any of your equipment, facilities, wiring or other devices that you use with the Services are now or later become incompatible with the Rental Equipment, Equipment and/or the Services.
25.0 Limitation Liability.
IN NO EVENT SHALL ORIGEN OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF ORIGEN OR ITS VENDORS OR OTHERWISE. IN NO EVENT SHALL ORIGEN’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY CUSTOMER TO ORIGEN (OR CONTACTUAL, INC. BEFORE IT) IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.
26.0 Export Compliance.
Customer agrees to comply with U.S. export laws, and applicable export laws that apply in Customer’s location(s), concerning the transmission of technical data and other regulated materials via the Services.
27.0 Phone Numbers.
Upon expiration, cancellation or termination of the Services, Customer shall relinquish and discontinue use of any Numbers, voice mail access numbers and logins assigned to Customer by Origen or its vendors.
Origen communicates with Customers primarily via email. Notices to Customer shall be sent to the email address specified by Customer at the time Customer ordered the Services or as subsequently specified by Customer (“Email Address“). Customer is responsible for notifying Origen of any Email Address changes. Customer agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. All notices and communications required or permitted to be sent to Origen under this Agreement shall be in writing and sent to the following address or email address: Director of Customer Service, Origen, Julian Minvielle -email@example.com
29.0 Force Majeure (Event Beyond our Control).
Origen shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, earthquake, tsunami, accident, riot, war, terrorism, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Origen as may occur in spite of Origen’s best efforts.
30.0 Governing Law.
The Agreement and the relationship between Customer and Origen shall be governed by the laws of the province of Quebec without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
31.0 Dispute Settlement.
Before instituting a claim, Customer will provide Origen with an opportunity to resolve the claim by sending a written description of the claim to Origen at the address or e-mail set forth at Section 28. If Origen is not able to resolve the claim within thirty (30) days of receipt of the notice by the Customer, then the Customer or Origen may initiate action as set forth at Section 32.
Should a dispute arise among the parties pursuant to this Agreement, the parties covenant and agree to refer said dispute to the exclusive jurisdiction of the competent courts in Montreal, Quebec.
Any reference to dollar amounts in this Agreement shall refer to the currency in the jurisdiction in which the Services are provided.
33.2 Entire Agreement
The terms and conditions of the Agreement, along with the Customer Sales Order or otherwise agreed to as part of the Agreement, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. The terms and conditions of the Agreement are in lieu of and replace any and all terms and conditions set forth in any documents issued by Customer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY CUSTOMER AT ANY TIME ARE HEREBY OBJECTED TO BY ORIGEN, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON ORIGEN. Except as set forth in Section 1.2, no waiver or amendment to this contract or these terms and conditions shall be binding on Origen unless made in writing expressly stating that it is such a waiver or amendment and signed by a duly authorized representative of Origen.
33.3 No Waiver
The failure by Origen to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
The unenforceability of any provision or provisions of the Agreement shall not render unenforceable or impair its remainder. If any provision of the Agreement is deemed invalid or unenforceable in whole or in part, the Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.
33.5 Public Order
If any provision of this Agreement is deemed contrary to provisions of public order, the provisions of public order shall prevail.
33.6 Assignment; Binding Effect
Customer shall not assign this Agreement or delegate Customer’s duties hereunder without Origen’s prior written consent. Subject to the foregoing, this agreement shall be binding upon the heirs, representatives, successors, and permitted assigns of Origen and Customer.
The headings in the Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.
33.8 English Language
The Parties agree that these Terms and Conditions be drawn up in the English language that they both understand.