888.931.3151 | Toll Free
480.889.7576 | Local
Corporate Office
690 E Warner Rd, Ste 109
Gilbert, AZ 85296
Satellite Office
207 N Gilbert Rd, Ste 001
Gilbert, AZ 85234
Mailing Address
PO Box 2810
Gilbert, AZ 85299
M2 Telecom's Enterprise Terms of Service
Applies to any service directly billed by M2 Telecom. This Terms
of Service do not apply to Wholesale Services or those services which M2
Telecom is not directly providing the services to end customer.
Services covered under these terms include:
- Virtual DID's
- Virtual Fax Numbers
- Toll-Free Service
The terms and conditions for sale and delivery of services contained herein shall apply to all M2 Telecom’s quotations and any orders submitted by Customer to M2 Telecom.
Acceptance by M2 Telecom of Customer's order is made only on the express understanding and condition that only the terms and conditions contained herein shall govern and establish any rights and obligations of the parties. Any terms or conditions set forth on any documents utilized by Customer and any communications (written or oral) between the parties that are inconsistent with, or are not included within the terms and conditions contained herein shall be of no force or effect unless signed by an authorized officer of each party.
Any changes to the Agreement must be specifically agreed to in writing by an authorized officer of M2 Telecom before becoming binding on M2 Telecom.
Definitions
AUP: The Acceptable Use Policy published on M2 Telecom’s website www.m2tel.com. M2 Telecom reserves the right to change the AUP from time to time, effective upon posting of the revised AUP on the website or notice to Customer.
Authorizations: Any and all concessions, certifications, registrations, licenses, authorizations, permits or similar approvals and/or documentation as may be required by any applicable NRA or other governmental body or agency having jurisdiction in any country over the provision of the Services.
Charges: Any one-off and recurring charges and fees due by Customer under the Agreement.
Customer: A third party placing a service order or otherwise desiring to purchase services from M2 Telecom.
NRA: A national regulatory authority in the country in which the numbers will be used or any other competent authority determining rules, regulations and guidelines applicable to the Service offered by M2 Telecom.
Price List: The M2 Telecom standard price list available on www.m2tel.com.
Service(s): The services to be provided by M2 Telecom to Customer under a service order including such things as Origination, Termination, 411, Virtual Numbers, International Services, Private Label, Retail, SMB, Hosted PBX and others which may include DID’s, 800 Numbers and Port Services.
Service Date: The date of activation by M2 Telecom.
Service Description: The description of the Services as detailed in an annex to the Agreement.
Service Term: Services are sold on a Month to Month basis.
Subscriber: An end user (a private person or legal entity) using a service and a number based on the Service provided by M2 Telecom to Customer.
Grant of Rights to Use Service
Effective upon acceptance of this Agreement, M2 Telecom hereby grants to Subscriber a personal, nonexclusive, nontransferable, revocable license to access and use the Services.
Subscriber shall have no right to sell, resell, reproduce, duplicate, copy, distribute, or create derivative works of, any portion of the Services, access to the Services, or use of the Services nor make any claim that it does have such right.
The Services provided by M2 Telecom hereunder may allow Subscriber to perform various communications functions. Unless explicitly stated otherwise, any new features provided by M2 Telecom that augment or enhance the current Services shall also constitute "Services" and shall be subject to these terms and conditions.
M2 Telecom shall provide the Service in accordance with the applicable regulatory framework and any order or determination of any competent NRA. To that effect, it shall ensure that it obtains and maintains all Authorizations necessary to provide the Service.
M2 Telecom’s Proprietary Rights
As between the parties, M2 Telecom shall retain all right, title and interest to the Services including all copyrights, trademarks, patents and all other intellectual property rights thereto, including without limitation with respect to all technology and telephone numbers used in connection with or provided as part of the Services.
Subscriber may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. Subscriber may not allow any third party to access the Services for any purpose whatsoever.
The copyright notices and other proprietary legends shall not be removed from the Services and no right to use any trademark is granted under this Agreement.
Subscriber may not grant any sublicense, lease or other right in the Services to any third party. All rights not expressly granted under this Agreement are retained by M2 Telecom.
Subscriber Registration
Subscriber agrees to provide true, accurate, current and complete data to M2 Telecom upon signing up for the Services and at subsequent times as requested by M2 Telecom.
If Subscriber provides data that is, or that M2 Telecom suspects to be, false, inaccurate, not current or incomplete, M2 Telecom has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof.
Subscriber registration data will not be provided to third parties, unless required by law, or in the event Subscriber grants M2 Telecom the right to provide that information. More details on our Privacy Policy are available at www.m2tel.com.
Subscriber shall maintain and promptly update the registration data as applicable.
Subscriber shall not give account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on Subscriber's account.
Subscriber shall immediately notify M2 Telecom if any unauthorized use of Subscriber's account has occurred or of any other breach of security.
Subscriber agrees that the M2 Telecom Services are for personal use and agrees to enter forwarding telephone numbers that are controlled by or under the common control of that Subscriber. If M2 Telecom finds forwarding telephone information that M2 Telecom suspects to be, false, inaccurate, not current or otherwise not under the control of Subscriber, M2 Telecom has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof.
M2 Telecom respects the privacy of its subscribers. Please refer to the M2 Telecom Privacy Policy for more details. This policy, which may be updated from time to time by M2 Telecom in its discretion, is incorporated into these terms and conditions by this reference.
Termination
To maintain or improve the Services, to prevent fraud, or for any other reason determined by M2 Telecom, its sole discretion, M2 Telecom may restrict, suspend, terminate or modify Subscriber's service with or without notice.
M2 reserves the right to terminate or revoke any and all free Services at any time and for any reason. At any time, M2 Telecom may chose, in its sole discretion, to charge a fee for the use of any of its free Services.
Upon any termination in accordance with the foregoing, M2 Telecom may immediately deactivate or delete Subscriber's account and all related information and files in Subscriber's account, reassign any telephone numbers associated with the account, and/or bar any further access to such files, information, or the Services.
M2 Telecom shall not be liable to Subscriber or any third party for any reason for terminating this Agreement or access to Services or for modifying this Agreement and/or the Services.
Warranty Disclaimer
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND M2 TELECOM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. M2 TELECOM MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY SUBSCRIBER.
M2 TELECOM MAKES NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. M2 TELECOM IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.
M2 TELECOM DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. SUBSCRIBER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT SUBSCRIBER'S SOLE RISK AND DISCRETION AND M2 TELECOM WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER OR SUBSCRIBER'S PROPERTY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM M2 TELECOM, IT'S EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. .
Limitation of liability
Each party agrees that it shall not be liable to the other for any claims or costs sustained by the other party, its interconnected carriers, peering partners, customers or end users due to:
(i) any failure in or breakdown of equipment or transmission facilities associated with providing the Services and managed or operated by third parties;
(ii) any loss of data, the quality, content and accuracy of information received through or as a result of the use of the Services; or
(iii) fraudulent use of passwords or other security codes, whether resulting from loss, theft or disclosure to another person, unless such failure, breakdown, loss or fraudulent use is resulting from the negligence or default of the first mentioned party.
Notwithstanding any provisions of the Agreement to the contrary, in no event shall either party be liable to the other party for consequential, special or indirect losses or damages sustained by them or any third parties with regard to the Services, irrespective whether under contract, tort or otherwise (including, without limitation, loss of profits, loss of customers or damage to reputation or goodwill).
Either party shall not be liable to the other for any failure to comply with its obligations under the Agreement to the extent that such liability arises as a result of the failure by the other to fulfill its obligations under the Agreement or force majeure.
Either party’s liability against the other for any damages under the Agreement, shall be limited to the credits due under an SLA as the case may be, and shall in no event exceed the lowest of either (i) the total amount of Charges invoiced by M2 Telecom and by Customer in 6 months prior to the event that caused the liability or (ii) $5,000.00 for each event or series of related events.
Nothing in the Agreement shall serve to limit either party's liability in respect of (i) death or personal injury caused by or arising from its negligence, (ii) any conduct qualified under the applicable law as being willful misconduct or fraud or (iii) breach of third party’s intellectual property rights or proprietary rights.
The parties expressly agree that no claim for losses or damages whatsoever in connection with the Agreement shall be made more than six (6) months after the date that the event giving rise to such claim is known or reasonably should have been known to the party making such claim.
Indemnification
Subscriber shall indemnify and hold harmless M2 Telecom, its directors, officers, employees, affiliates, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from any negligent acts, omissions or willful misconduct by Subscriber, Subscriber's use of the Services and/or any breach of the terms and conditions of this Agreement by Subscriber.
Modification to Service
During the term of this Agreement, M2 Telecom may modify or discontinue any and all free Services at any time and with or without notice to Subscriber.
Subscriber expressly acknowledges that M2 reserves the right to charge a fee for, or terminate any free Services, including, but not limited to, free virtual phone services.
Without limiting the generality of the foregoing, M2 Telecom may, from time to time, with or without notice and at its sole discretion, establish or change various practices, limitations and restrictions for administering all of its Services.
Subscriber agrees that M2 Telecom shall not be responsible or liable in any way for deactivation or deletion of accounts or for loss of emails, voice mails, communications, postings, data or information as a result of, or arising out of, administration of the Services, whether or not Subscriber is given prior notice thereof.
M2 Telecom shall not be liable to the Subscriber or any third party for any reason for M2 Telecom modifying or terminating the Services, in whole or in part.
Subscriber is responsible for creating a back-up copy of any important or critical information that is stored on the Services. M2 Telecom shall not be responsible or liable in any way for any information or data loss in connection with the Services.
Modification to Agreement
M2 Telecom reserves the right to change the terms and conditions of this Agreement, by posting a revised version of the Agreement at Terms of Service or its successor site.
Use of the Services signifies Subscriber's agreement to all terms, conditions and notices contained or referenced herein. Continued use of any part of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, and all changes shall thereupon become binding upon the Subscriber.
If Subscriber does not agree to the changes, Subscriber shall immediately cease all use of the Services and notify M2 of its disagreement.
Rules and Regulations
Subscriber shall be solely liable for any transmissions sent through the Service. M2 Telecom has no control over the content of any transmission nor will it be liable for such content.
M2 Telecom has the right to restrict termination to any telephone numbers in its sole discretion. These may include, but are not limited to certain geographic locations, special services numbers, satellite telephony services, and other call forwarding services.
Subscriber shall not use the Services to create or distribute any images, sounds, messages or other materials, which are obscene, harassing, racist, malicious, fraudulent infringing or libelous, nor use the Services for any activity that may be considered or are unethical, immoral, violative of any third party's rights, or illegal.
Further, Subscriber will abide by all rules, regulations, procedures and policies of M2 Telecom and any policies of the networks connected to the Services.
Subscriber agrees to abide by all applicable local, state, national, foreign and international laws and regulations and is solely responsible for all acts or omissions that occur under Subscriber's account or password, including the content of Subscriber's transmissions through the Service. By way of example, and not as a limitation, Subscriber agrees not to:
Use the Service in connection with chain letters, junk email, voice mail, faxes, spamming or any duplicative or unsolicited messages (commercial or otherwise);
Harvest or otherwise collect information about others, including email addresses, without their consent;
Create a false identity or forged email address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;
Transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
Transmit any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
Violate any U.S. or foreign law regarding the transmission of technical data or software exported through the Service;
Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;
Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;
Interfere with another member's use and enjoyment of the Service or another entity's use and enjoyment of similar services.
Communications with M2 Telecom
Subscriber may provide information, including but not limited to feedback, data, answers, questions, comments, suggestions, plans and ideas to M2 Telecom. Such information shall be deemed non-confidential and M2 Telecom assumes no obligation to protect such information from disclosure. The submission of such information to M2 Telecom shall in no way prevent the purchase, manufacture, or use of similar products, services, plans and ideas by M2 Telecom for any purpose whatever. M2 Telecom shall be free to reproduce, use, disclose and distribute such information to others without restriction. Subscribers shall have no recourse against M2 Telecom for alleged infringement or misappropriation in connection with any information or materials submitted to M2 Telecom hereunder.
Bill Payment
Customer shall pre-pay the Services. All Services will operate on a run-down basis. Customer must at all times provide for sufficient funding to cover the Charges for the Services to be delivered in the following month.
All Charges or other sums which may from time to time be due, owing or incurred to M2 Telecom are stated exclusive of value added tax and any similar sales tax or duty which, if applicable, shall be payable by the Customer and invoiced by M2 Telecom at the then prevailing rate.
Customer may pay:
(i) Through M2 Telecom’s web interface using a credit card
Upon receipt of payment, M2 Telecom immediately transfers any funding to the Customer’s account, which can at all times be accessed through M2 Telecom’s web interface.
Set-up Charges will be invoiced upon receipt of payment, monthly recurring Charges (MRC) will be invoiced in the beginning of every month.
M2 Telecom will invoice the Services based on the orders submitted through the website. Any amounts invoiced by M2 Telecom will be due and payable on the date of the invoice. In the event that the aggregate amount of prepayments amounts to less than the amounts invoiced, Customer shall immediately pay the outstanding balance to M2 Telecom. The M2 Telecom records shall prevail for the purpose of establishing the amounts due in case of any conflict.
If Customer has ordered a Service but fails to prepay the setup Charges, the order will not become effective. If Customer fails to pay recurring Charges within 3 days of date of creation of an invoice, M2 Telecom will send one or more reminders until full payment of the invoice due.
Customer shall pay a late payment interest of 1% per month of undisputed amounts on any amount owed but not paid by the due date. If M2 Telecom starst a legal action for the recovery of any amounts due from Customer under the Agreement, Customer shall pay M2 Telecom reasonable attorneys' fees, collection fees and any other costs actually incurred by M2 Telecom.
Any interests on prepaid amounts accrue to M2 Telecom.
M2 Telecom may offset any amounts due to Customer against any amounts due by Customer.
If Customer in good faith disputes any portion of any invoice, Customer must within 10 calendar days following the date of such invoice submit, in accordance with the Agreement, full payment of the undisputed portion of the invoice, together with written documentation substantiating Customer’s basis in disputing the Charges. If Customer does not report a dispute within such ten (10) calendar day period, Customer shall have waived its dispute rights for that invoice.
Term and Service Date
This Agreement shall commence on the Effective Date and shall continue for indefinite term.
Each Service shall enter into effect as from the Service Date and will continue to be effective during the Service Term.
Customer may terminate a Service at any time upon or after completion of the initial Service Term, upon a 30 days' prior written notice, same for a DID Service with a maximum 2 concurrent call session capacity which may be terminated at any time upon a 30 days' prior written notice.
If Customer terminates the Service prior to the expiration of the initial Service Term, or M2 Telecom terminates the Service or the Agreement during the initial Service Term due to Customer's breach, Customer shall pay to M2 Telecom a fee equal to the Charges for the Service due for the remaining months of the initial Service Term. Customer acknowledges that the payment of such early termination fee represents a fair compensation for the costs incurred by M2 Telecom resulting from the early termination and does not constitute a penalty. The early termination fee will be due immediately upon receipt/sending by M2 Telecom of a notice of termination and Customer will pay the invoice with regard to the early termination fee at the latest within 10 days from date of the invoice.
Suspension
M2 Telecom may, at its sole discretion and without prejudice to any right which it might have to terminate the Agreement, elect to suspend forthwith the provision of a Service until further notice in the event that:
(a) Customer fails to provide sufficient funding at the expiry of 15 days from date of invoice until such time the monetary default is cured;
(b) It is entitled to terminate the Agreement pursuant to the Termination Clause in this Agreement;
(c) It is obliged to comply with an order, instruction or request of an NRA, a court, government, agency, emergency service organization or other competent administrative or regulatory authority;
(d) It needs to carry out emergency works to its network or Service equipment;
(e) It has reasonable grounds to believe that the Service is being used fraudulently or illegally
(f) Customer or its Subscriber(s) use(s) the Service or numbers in violation of the conditions mentioned in the Service Description.
In the event that M2 Telecom exercises its right to suspend the Service pursuant to clause (c) or (d) of this section, it shall, whenever reasonably practicable, give prior notice of such suspension to Customer. M2 Telecom shall in such circumstances use all reasonable endeavors to resume the Service as soon as is practicable.
M2 Telecom shall not be liable for any loss, damage or inconvenience suffered by Customer as a result of any suspension made pursuant to this Section. Customer will in no event be entitled to any compensation should such suspension occur.
Termination
If Customer fails to pay an invoice at the end of the month in which it is created, and the invoice has not been properly disputed in accordance with the Agreement, M2 Telecom may terminate the Agreement and cease providing the Services, without further notice or liability to Customer. In such event M2 Telecom may deactivate all numbers allocated to Customer and may make them available to other customers. Upon deactivation M2 Telecom can not guarantee that one or more numbers can be re-allocated to Customer if it desires to reactivate the Service. In case of reactivation of Service, Customer will pay a new setup or activation fee. In the event M2 Telecom elects to suspend Service until the monetary default is cured, M2 Telecom reserves the right to exercise the option to terminate the Agreement at any time during the suspension period. The rights and remedies provided in this clause are in addition to any other rights and remedies provided by law or under the Agreement.
In addition to any other rights at law or in equity, a party may immediately upon written notice terminate any Service and/or the Agreement:
(a) if, in relation to that Service, the other party has committed a material breach of this Agreement but which it fails to remedy within 5 business days of having been notified of such breach;
(b) if the other has a receiver or an administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up or a court of competent jurisdiction makes an order to that effect or if the other party enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business, or undergoes or is subject to any analogous acts or proceedings under any foreign law.
Upon the expiration or termination of the Agreement for any reason: (i) each party shall, at the other's election, either promptly return or destroy and certify to the destruction of, all confidential information of the other party and all copies thereof, including any electronically stored copies, (ii) all amounts due for the provision of Services through the end of the month of termination, and applicable liquidated damages, shall immediately become be payable by Customer on receipt of an invoice.
Intellectual Property Rights
Each party acknowledges:
(i) that any and all patents, registered and unregistered designs, copyrights, trademarks and all other intellectual property rights whatsoever, which are used in connection with the Service and/or Service equipment, shall remain the sole property of entitled owner of such rights or its subcontractors; and
(ii) that it shall not be entitled to use the name, trademarks, trade names or other proprietary identifying marks or symbols of the other without its prior written consent.
Neither party may use the name, trademark or logo of the other party in any sales, marketing, press release, advertisement or other publication, or make any public statement relating to such other party or it respective Affiliates, without the prior written consent of such other party, which consent shall not be unreasonably withheld.
Customer agrees to indemnify, defend, protect and hold harmless M2 Telecom from and against, and assumes liability for all actions, damages or claims of any character brought against M2 Telecom for patent infringement, contributory patent infringement, and/or inducement of patent infringement arising from any usage, sale or re-sale of the Services by Customer (collectively "Patent Infringement Claim"). M2 Telecom shall give Customer prompt notice of any Patent Infringement Claim. Each party shall cooperate fully with the other in the defense of any such Patent Infringement Claim. Customer shall not settle any such Patent Infringement Claim without the prior written consent of M2 Telecom.
Confidential Information
M2 Telecom and Customer shall each treat as confidential all information related to the business or security of the other party or the other party's clients, whether before or after the Effective Date, in connection with the Agreement, including without limitation all financial information, technical data, information relating to the pricing methods, processes, lists, statistics, programs and software, research, development or information which is stated to be confidential or from its nature and the context of disclosure should reasonably be understood by the recipient as confidential (“Confidential Information”).
Confidential Information shall be deemed proprietary to the disclosing party and the receiving party shall not disclose it to a third party or use it except in furtherance of the Agreement, without the prior written consent of the disclosing party. Each party shall use the same means as it uses to protect its own confidential information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the confidential information.
This obligation of confidentiality shall not apply to information which:
(i) is already rightfully known by the receiving party at the time it is obtained, free from any obligation to keep such information confidential;
(ii) is or becomes publicly known through no wrongful act of the receiving party;
(iii) is rightfully received from a third-party without restriction and without breach of the Agreement;
(iv) is approved for disclosure by the party owning it;
(v) is required to be disclosed to a court, NRA or other competent public authority, provided that the receiving party shall first have provided the disclosing party with prompt written notice of such required disclosure.
Relationship
Except as expressly set forth in the Agreement, nothing in the Agreement shall be construed to constitute or appoint either M2 Telecom or Customer as the agent, partner, joint venture, or representative of the other party for any purpose whatsoever.
Notices
All notices, requests or other communications hereunder shall be in writing, addressed to the Parties at the address indicated herein. Notices mailed by registered or certified mail shall be deemed to have been received by the addressee on the 5th business day following the mailing or sending thereof. Notices sent by facsimile shall be deemed to have been received when the delivery confirmation is received. Notices may be mailed to:
LEGAL NOTICE
M2 TELECOM, LLC
PO Box 2810
Gilbert, AZ 85299
Notices may be faxed to the Attention of Legal Notice at (800)-216-9062.
Additionally, Notices may be electronically delivered to: notices@m2tel.com
Entire Agreement
This Agreement, including the relevant Service orders, Exhibits, annexes and amendments hereto represents the entire agreement between the parties and supersedes and cancels all previous negotiations, agreements or commitments (whether written or oral) with respect to the subject matter hereof.
Except as otherwise agreed herein, the Agreement may only be modified by a writing signed by authorized representatives of both Parties.
In the event of any conflict, inconsistency or ambiguity between the terms of the Agreement, any Service order(s) and/or Exhibit, the interpretation shall be resolved by giving precedence to such documents in the following order of priority:
(a) the Service order(s)
(b) the Exhibit(s) to the Agreement;
(c) the M2 Telecom Terms of Service
(d) the Price List on the M2 Telecom’s website.
Parties explicitly agree that the Agreement prevails over any other agreement, terms of service or other document published on M2 Telecom’s website (www.m2tel.com) or elsewhere. Notwithstanding the fact that orders will be placed through the web interface exclusively, the provisions of the Agreement will remain applicable.
Governing law and jurisdiction
This Agreement shall be governed by the laws of Arizona without reference to its principles of conflict of laws. The Parties irrevocably consent and submit to personal jurisdiction in the commercial courts of Arizona for all matters arising under the Agreement.
Severability
If any part/provision of the Agreement is or becomes illegal, invalid or unenforceable, that part/provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts/provision of the Agreement. No waiver by either party to any provisions of the Agreement shall be binding unless made in writing.
General
Subscriber agrees and acknowledges that any breach of the provisions regarding ownership contained in this Agreement shall cause M2 Telecom irreparable harm and M2 Telecom may obtain injunctive relief as well as seek all other remedies available to M2 Telecom in law and in equity.
Subscriber shall not transfer or assign this Agreement or Subscriber's rights under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.
The failure of M2 Telecom to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement. The provisions of this Agreement relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this Agreement for any reason.
The U.N. Convention for the Sale of Goods shall not be applicable to this license of the Services to Subscriber.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Enhanced 911 Disclaimer
VOIP EMERGENCY SERVICE DISCLAIMER
1. BROADBAND ACCESS AND OTHER SUBSCRIBER OBLIGATIONS.
M2 TELECOM IS NOT A TELECOMMUNICATIONS CARRIER AND PROVIDES BROADBAND ACCESS AND VOIP TELEPHONY ONLY, NOT TRADITIONAL TELEPHONE SERVICE.
2. EMERGENCY CALLING (911 AND E911) LIMITATIONS; INTERRUPTION OF SERVICE AND LOSS OF EMERGENCY E911 SERVICE.
You may experience interruption of Service (or of certain features of the Service) or degraded service quality at any time and without notice. You will likely experience Service outages in the event of electric power outages affecting your home or the area in which M2 TELECOM provides the Service. While M2 TELECOM will make commercially reasonable efforts to minimize the disruptive effects of such interruptions, degraded service quality, or outages, it makes absolutely no guarantees or assurances that these will not occur. Except as otherwise provided in the Agreement, such commercially reasonable efforts are M2 TELECOM's sole obligation regarding such interruptions.
Such outages or other Service disruption may include loss of emergency 911 Service dialing capabilities for extended periods of time.
It is likely that You currently have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when You dial 911, your telephone number and registered address is sent to the emergency 911 center (sometimes referred to as a "public-safety answering point" or "PSAP") assigned to your location, thus giving emergency operators access to your telephone and address information and permitting them to immediately respond to your emergency call. If You are located in an area where the emergency center does not support E911 (i.e., is not capable of simultaneously receiving your telephone number and address) You have basic 911 service. With basic 911, the local emergency operator will not have immediate access to your call back number or your exact location when receiving your emergency call. Accordingly, You must be prepared to give the basic 911 operator this information. Until and unless You do so, the basic 911 operator may be unable to call You back or to otherwise assist You in the event of an emergency.
M2 TELECOM depends upon its underlying E911 provider to assist M2 TELECOM in supporting your 911 and E911 calls. As they upgrade our underlying connections to emergency call centers and as these emergency call centers are upgraded from 911 to E911 answering capabilities to support E911 information, M2 TELECOM will automatically upgrade customers from basic 911 to E911 service. You will not receive notice of this upgrade. Accordingly, as a precaution, You should be prepared to give the local operator the basic 911 information described above. Furthermore, our 911 and E911 Services may not function in the event of an electric power outage until power is restored. Following an electric power outage, You must reset or reconfigure the terminal adapter equipment prior to utilizing the Service, including 911 and E911 Service. WE RECOMMEND THAT YOU HAVE AN ALTERNATIVE TELEPHONE SERVICE, EITHER WIRELESS OR WIRELINE, THAT IS CAPABLE OF SUPPORTING 911 OR E911 CALLING AND IS AVAILABLE AS AN ALTERNATIVE AT ALL TIMES IN CASE OF AN EMERGENCY. PLEASE NOTE THAT SOME FORMS OF WIRELESS SERVICE DO NOT SUPPORT AUTOMATIC LOCATION IDENTIFICATION OR HAVE OTHER E911 CALLING LIMITATIONS.
BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO ASSUME THE RISK OF LOSING EMERGENCY 911 DIALING CAPABILITIES AND CONSENT TO THE DISCLOSURE OF YOUR TELEPHONE NUMBER AND OTHER IDENTIFYING INFORMATION TO EMERGENCY 911 AUTHORITIES AS M2 TELECOM DEEMS NECESSARY IN ITS SOLE OPINION AND DISCRETION.
PLEASE NOTE FURTHER THE FOLLOWING LIMITATIONS ON M2 TELECOM'S 911 AND E911 SERVICE:
911 and E911 Service may be limited or unavailable in the following circumstances:
A. In certain geographic areas where M2 TELECOM's underlying E911 provider has limited access (or no access at all) to the PSAP's facilities;
B. If your M2 TELECOM broadband connection, equipment, Services or other broadband access connections are disconnected, suspended, or interrupted;
C. If You modify your equipment or relocate your equipment to a location other than to the location that You registered with us ("Registered Location");
D. If You change your phone number or if You add new phone numbers to your account. (Please note that You must give us your updated Registered Location specifying the location where You will use the Service for each changed or new phone number);
E. If there are delays or disruptions of Service in the network or Services of M2 TELECOM's underlying E911 provider;
F. If there are network congestion, disruptions, or other problems associated with M2 TELECOM's network;
G. If your Service is interrupted or terminated for any reason, including the suspension or termination of your account with M2 TELECOM for non-payment of invoices.
3. LIMITATION OF LIABILITY AND DISCLAIMERS.
YOU SPECIFICALLY AGREE THAT IN NO EVENT WILL M2 TELECOM (OR ANY OF ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIONAL DAMAGES ARISING, DIRECTLY OR INDIRECTLY, FROM OR IN CONNECTION WITH ANY USE OF (OR INABILITY TO USE) THE SERVICE OR WITH ANY USE OF (OR INABILITY TO USE) EMERGENCY 911 SERVICES IN CONNECTION THEREWITH. YOU ALSO AGREE TO RELEASE AND DISCHARGE M2 TELECOM, ITS AFFILIATES (TOGETHER WITH ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS) FROM ANY AND AGAINST ALL ACTIONS, LAWSUITS, CLAIMS, DAMAGES, JUDGEMENTS, LIABILITIES AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) WHATSOEVER THAT YOU MAY OTHERWISE HAVE IN CONNECTION WITH USE (WHETHER BY YOU OR BY ANY OTHER PERSON) OF THE SERVICES THAT ARE PROVIDED TO YOU UNDER THIS AGREEMENT (COLLECTIVELY, "CLAIMS"). TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT (AND COVENANT NOT) TO BRING SUIT FOR SAID CLAIMS AGAINST US OR ANY OF THE OTHER PERSONS MENTIONED IN THE PREVIOUS SENTENCE.
M2 TELECOM also has no physical control over whether, or the manner in which, calls using our 911 Service are delivered by our underlying 911 provider or whether or if they are properly answered or addressed by any local emergency response center. ACCORDINGLY, M2 TELECOM HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE HANDLING OF SUCH CALLS BY ANY THIRD PARTY OR FOR ANY OTHER CONDUCT OF THE LOCAL EMERGENCY RESPONSE CENTER OR OF THE NATIONAL EMERGENCY CALLING CENTER USED BY M2 TELECOM'S UNDERLYING 911 PROVIDER.
M2 TELECOM also relies on its underlying 911 provider and other third parties to route 911 Emergency calls to the proper emergency response center. M2 TELECOM DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY FAILURE OR OMMISSION ON THE PART OF SUCH THIRD PARTY. BY USING THE SERVICES, YOU AGREE THAT NEITHER M2 TELECOM, NOR ANY OF ITS AFFILIATES (OR ITS OR THEIR OFFICERS, EMPLOYEES, OR AGENTS) WILL HAVE ANY SUCH LIABILITY OR RESPONSIBILITY AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHT TO BRING ANY CLAIM AGAINST M2 TELECOM, ITS OFFICERS, EMPLOYEES OR AGENTS, ARISING FROM OR IN CONNECTION WITH THE EMERGENCY 911 SERIVCE, EXCEPT WHERE SUCH CLAIMS RESULT FROM M2 TELECOM'S (OR ITS EMPLOYEES' OR AGENTS') GROSS NEGLIGENCE OR RECKLESS OR WILLFULL MISCONDUCT.
FURTHERMORE, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD M2 TELECOM, ITS EMPLOYEES, AND AGENTS HARMLESS FROM ANY SUCH CLAIM BROUGHT, ASSERTED OR THREATENED BY ANY THIRD PARTY UNLESS CAUSED BY M2 TELECOM'S (OR ITS EMPOLOYEES' OR AGENTS') GROSS NEGLIGENCE OR RECKLESS OR WILLFULL MISCONDUCT.
IF YOU HAVE ANY QUESTIONS ABOUT THESE LIMITATIONS AND DISCLAIMERS, PLEASE CONTACT US BY TELEPHONE AT 888-931-3151 OR EMAIL US AT notices@m2tel.com YOU SHOULD NOT SIGN UP FOR THE SERVICE UNLESS YOU FULLY UNDERSTAND AND AGREE WITH THESE LIMITATIONS AND DISCLAIMERS.
4. YOUR OBLIGATION TO REGISTER YOUR LOCATION, TO GIVE OTHERS NOTICE OF EMERGENCY 911 LIMITATIONS - INCLUDING PLACING 911 WARNING STICKERS ON YOUR PHONE.
A. Your Obligation to Register the Address of Your Physical Location
For each telephone number that You use for the Service, AT THE TIME THAT YOU SUBSCRIBE TO THE SERVICE You must register with M2 TELECOM (at 888-931-3151 or at http://backoffice.m2tel.com) the address of the physical location where You will be using the Service along with your subscription information below.
Importantly, when and if You move the Service or your equipment to another location, YOU MUST AGAIN REGISTER THAT NEW LOCATION WITH M2 TELECOM (at 888-931-3151 or at http://backoffice.m2tel.com). If you do not register your new location, any calls You make using the 911 Service feature may be sent to an emergency center near your old address.
B. Your Obligation to Give Others Notice of Emergency 911 Limitations
IN ADDITION, YOU AGREE TO BE FULLY RESPONSIBLE AT ALL TIMES DURING THE TERM OF THIS AGREEMENT FOR NOTIFYING ALL MEMBERS OF YOUR HOUSEHOLD AND ALL OTHER PERSONS AT YOUR LOCATION OF INTERRUPTIONS, THE POSSIBLE LOSS OF EMERGENCY 911 DIALING CAPABILITIES, AND OF M2 TELECOM'S LIMITATIONS OF LIABILITY AND DISCLAIMERS DESCRIBED IN THE PREVIOUS PARAGRAPHS.
YOU ALSO AGREE (TO THE FULLEST EXTENT PERMITTED BY LAW) TO INDEMNIFY, DEFEND AND HOLD M2 TELECOM, ITS SUPPLIERS (INCLUDING ITS UNDERLYING E911 PROVIDER), TOGETHER WITH ITS AND THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS) FROM OR AGAINST ANY AND ALL ASSERTED OR THREATENED CLAIMS (AS THAT TERM IS DEFINED ABOVE) TO THE EXTENT ARISING FROM OR IN CONNECTION WITH THE USE OF THE SERVICE BY ANY PERSON OR ENTITY OTHER THAN THE PERSON SIGNING BELOW OR WITH YOUR FAILURE TO COMPLY WITH THE E911 NOTIFICATION OBLIGATIONS SET FORTH BELOW.
C. Your Obligation to Place 911 Warning Stickers on your Telephone Handset Used with the Service
IN ADDITION TO YOUR NOTIFICATION OBLIGATIONS IN THE PREVIOUS PARAGRAPH AND AS A CONDITION OF PURCHASING THE SERVICES, YOU MUST PROMINENTLY DISPLAY AT OR NEAR THE TELEPHONE HANDSET TO BE USED WITH THE SERVICES, THE E911 WARNING STICKERS SENT TO YOU IN YOUR WELCOME PACKET. FAILURE TO DO SO IS A MATERIAL BREACH OF THE AGREEMENT BETWEEN YOU AND M2 TELECOM AND GIVES M2 TELECOM THE RIGHT TO TERMINATE THIS AGREEMENT FOR CAUSE AND OTHER REMEDIES, INCLUDING WITHOUT LIMITATION, THE RIGHT TO RECOVER DAMAGES AND TO INVOKE YOUR INDEMNIFICATION OBLIGATIONS DESCRIBED IN THE PREVIOUS PARAGRAPH. 5. ADDITIONAL RESTRICTIONS AND SERVICE LIMITATIONS.
Home alarm systems, fax machines and other devices that attach to your home computers, local telephone service, cable system or other devices may not work with the Service and M2 TELECOM MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, WHATSOEVER THAT THE SERVICE WILL WORK WITH THESE DEVICES. Additional Service limitations are or may be set forth elsewhere in the Agreement (including the Terms and Conditions set forth at www.m2tel.com), as amended from time to time in accordance with the provisions thereof. It is your obligation to periodically review M2 TELECOM's Website to review these limitations and amendments.
