Terms and Conditions

2.1 Availability Of 911/Emergency Dialing Services

In compliance with the Federal Communications Commission (FCC) Order No. 05-116, UCC Networks, Inc. hereby advises all current UCC Networks customers that enhanced E911/911 calling services are available at this time, but may not be available in all service areas and may not function the same as traditional 911 service.

2.2 911 Serviceable Areas

Presently, UCC Networks offers E911/911 Services via underlying third-party providers. 911 Services are available only within the Continental United States and Canada. Canada-originating 911 calls route to the appropriate local PSAP. UCC Networks routes 911 calls originating in the United States to 911-call routing to PSAPs (Public Safety Answering Points) as well as via Selective Routers (where available). Selective Routers automatically route calls based on the Emergency Call Address or Registered Location Address you registered for each phone to the appropriate local PSAP. Services are not available in American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, or countries other than the United States and Canada.

2.3 Registered Location And E911/User Management Portal and 911 Updates

UCC Networks must have a 911 Registered Location Address on file for your phone number(s) in order to provide test or actual VOIP Emergency and/or 911 Emergency Dialing. You must verify and register the current physical address (Registered Location Address) of each device with UCC Networks prior to activation of your account. The Location for your account is obtained from the Registered Location Information that you provided on the Services Quote. The Registered Location Information is then sent to the E911 database and is used to display on your Registered Location Information of your account. If the customer does not keep their 911 Registered Location Address updated, the customer will not receive accurate emergency dispatch. 911 database does not update automatically if you move or change your address. It is the customer's responsibility to keep their 911 address current and updated with UCC Networks.

NOTE: If the information that you supply for your Registered Location is incorrect or incomplete, Services may not be available to you. For help with problems updating your E911/911 Registered Location Information please contact UCC Networks by calling 714-769-9456 or emailing support@uccnetworks.com.

2.4 Routing Of E911/911 Calls

E911/911 calls are routed based on the E911 EID filed for your User within the UCC Networks User Management Portal. If you have subscribed to a standard UCC Networks Service Plan or IP Trunk Plan with a phone number, the main phone number for each UCC Networks account will automatically be registered in the E911/911 database prior to release to you (unless you specify otherwise and/or request additional numbers to be registered). If you change the number that you use for 911 Calling purposes and fail to register the number for 911 via the User Management Portal, your phone number(s) will not be recognized when placing an E911/911 call, resulting in the call being routed to a national emergency call center and you will be asked to verify your number and physical location. This will result in an administrative fee of $150.00 per call.

2.5 PSAP Limitations And The Handling Of E911/911 Calls

Presently, most Public Safety Answering Points (PSAPs) are capable of receiving and displaying emergency call data to the 911 call takers. However, some PSAPs are not yet capable of receiving E911 information, such as caller ID and address. If an E911 call is placed to a PSAP that is not E911 capable, the caller must state their location and emergency to the operator. UCC Networks cannot guarantee that PSAPs will receive the caller's phone number or Registered Location Address.

2.6 Instances Where E911/911 Services May Not Be Available

You understand that while the UCC Networks-provided VoIP Service closely approximates traditional 911 services, there may be instances in which the E911/911 Service is not available. Below are some instances, but not all, of circumstances in which the E911/911 Service may be delayed or may not be available:

• Electrical Power Outage or Broadband Internet Connection Outage or Unavailability;
• Suspension or Termination of Customer's Account(s) or VoIP Service(s);
• Relocation of Customer's VoIP Device to an Address Different from the Registered Address, Without Updating the E911 Registered Address Location with UCC Networks;
• Customer's Broadband Internet Connection Such as Cellular Connection or Satellite Internet;
• Malfunction, Failure, and/or Improper Configuration of Subscribers' VoIP IAD(s) and/or Using an Unapproved or Unsupported VOIP or IAD(s);
• Delays by Underlying Third-Party Network Providers/Carriers/Vendors in Processing, Updating, or Routing of E911 Data to the Local PSAP(s);
• Unforeseen Congestion on the UCC Networks VoIP Network or Network Design Factors which Delay or Prohibit Services;
• Acts and Omissions of Other Registered Location Information;
• Customer or User tampering with the VOIP IAD(s), Producing Changes which Prohibit Utilization of the E911/911 Services;
• Acts and other omissions of the E911 database providers, which delays the registration, update or transmission of E911 data.

In addition, UCC Networks cannot guarantee that this will always be the case, especially if the E911/911 Registered Location Address updated provided by customer is lacking and/or incongruent with the Master Street Address Guide (MSAG) or other emergency database, or if the customer has provided a Rejection of the Registered Location Address update; Any other unspecified circumstances which affect the use of the E911/911 Services.

2.7 Alternative 911 Or Emergency Dialing Arrangements

You acknowledge that UCC Networks does not offer traditional primary line or lifeline services. It is strongly recommended that you always have an alternative means of accessing traditional 911 or Emergency Dialing Services.

5.1 Billing

You must provide UCC Networks with a valid credit card (Visa, MasterCard, Discover, American Express) at the time the Service is activated. UCC Networks may bill for recurring Monthly Recurring Charges (MRCs) via ACH or invoice for enterprise/large accounts. If your credit card account is closed, billing address changes, or the card is cancelled and replaced due to loss or theft, you must immediately advise UCC Networks. All Monthly Recurring Charges, applicable taxes and surcharges are billed monthly in advance. Activation fees, equipment charges and any expedited or special order charges are billed upon receipt of signed quote. International usage charges, directory assistance, Inbound Toll-Free charges, Equipment Purchases, Cancellation Fees and Shipping & Handling charges. Any usage charges will be billed in increments that are rounded up to the nearest minute.

5.2 Billing Disputes

If you dispute any UCC Networks charges appearing on your statement, you must make UCC Networks aware of the dispute in writing (email or otherwise) with fourteen (14) days after receiving your statement. All undisputed charges are considered valid and payable by the due date. Any disputed charges that are determined to be acceptable to you and valid. Billing disputes should be sent to Customer Care Billing Department at billing@uccnetworks.com.

5.3 Payment

UCC Networks accepts payments by check, ACH, credit card, or bank wire transfer. Your use of the Services authorizes UCC Networks to charge the account or credit card number on file with UCC Networks, including any information given to UCC Networks if the card expires or is replaced, or if you substitute a different card. All payments must be made in US dollars. Unless an alternate payment schedule is agreed to by UCC Networks in writing, you hereby authorize UCC Networks' authority to charge your credit card, where upon UCC Networks will charge you the disconnect fee and any other outstanding charges and terminate the Service. UCC Networks reserves the right to charge an $40 disconnect fee. In addition, if any charge to your credit card on file with UCC Networks is declined or reversed, your credit card expires and you have not provided UCC Networks with a valid replacement credit card, or in case of any other non-payment of account charges. There is a $40 returned check fee. Failure to pay after twenty (20) days will result in disconnection. Termination of Service for declined or expired card, checks returned for NSF, reversed charges, or non-payment leaves you FULLY LIABLE to UCC Networks for ALL CHARGES ACCRUED BEFORE TERMINATION as well as any other fees pertaining to remaining contractual obligations and for all costs incurred by UCC Networks in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

5.4 Termination/Discontinuation Of Service

UCC Networks reserves the right to suspend or discontinue the Service, or to terminate your Service, at any time in its sole discretion. If UCC Networks discontinues providing the Service, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a prorated portion of the final month's charges to the remaining Monthly Recurring Charges (MRCs) in your agreed-to Service Term. If your Service is terminated for non-payment, or because of your breach of any of the Section of this Agreement, or of the Terms of Service for IAD, you will be responsible for the full month's charges to the end of the current term and any remaining MRCs in your agreed-to Contract Term, plus any cost incurred due to improper use of the service. Improper fees may be fees and penalties imposed by TCR, FCC, or Carriers due to non-compliance or any other related use cases as illustrated in UCC Networks' Terms and Conditions, Terms of Use, and Fair Use Policies.

5.5 Taxes

You are responsible for, and shall pay, any applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription to the or use of the Service or IAD. Taxes include, but are not limited to, USF fees, FCC fees, PUC fees, E911 fees, Utility fees, and other regulatory fees. Such amounts are in addition to payment for the Service or IADs and will be billed to your account. If charges are exempt from taxes, customer must furnish UCC Networks with an exempt status certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date UCC Networks receives such certificate. Tax certificates must be provided to UCC Networks before the expiration of the current tax exemption period.

5.6 Termination Of Services And Disconnection Fees

If you terminate Services prior to the end of your original Contract Term, you will be responsible for the remaining Monthly Recurring Plan Charges for each billable month left in your Contract Term, plus a $5.00 cancellation fee per DID, plus any other unbilled charges, all of which become immediately due and payable upon termination or cancellation of Service/Contract. If you are on a month-to-month Contract Term, you will be charged a disconnect fee of $90 plus $5 per DID if total lines are less than five (5). For more than 5 lines, a disconnect fee of $150 or the full final monthly charge per DID is due. The disconnect fees become due and payable immediately upon disconnection/termination and will be billed directly to your account and/or credit card.

5.7 International And Domestic Rates

UCC Networks makes every attempt to keep domestic and international per minute rates consistent. From time to time, however, it may be necessary to increase or decrease rates for specific regions or calling scenarios due to carrier regulation and network carrier costs. These changes will be effective from the date that they are posted to UCC Networks' domestic or international rates, you will be notified in writing within twenty-four (24) hours of such change. The rate change will become effective immediately upon notice. All changes are effective for all Service from the date of notice onward.

6.1 Service Hours Usage

Professional Services must be used within 30 days of signing agreement, unless specified in Services Quote. Unused hours will not carry over beyond the specified period unless explicitly authorized by UCC Networks in writing. If customer exceeds 30 days, UCC Networks will invoice at an hourly rate as listed in the Services Quote.

6.2 Initial Payment Requirement

Before the commencement of any professional services, an initial payment equivalent to the total cost is required, unless otherwise specified in the Services Quote. Services will not begin until the payment has been received and processed, unless otherwise specified in the Services Quote.

6.3 Limitation Of Liability

UCC Networks shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenues, loss of goodwill, anticipated savings, loss of data, or the cost of obtaining replacement services. This limitation applies to any damages arising out of the performance or failure to perform the services outlined in the Services Quote.

6.4 On-Site Requirements

For on-site services, such as surveys and equipment installation, any additional tasks arising from project complexities—including, but not limited to, running extra cabling, troubleshooting issues beyond the original scope of the Services Quote, or installing equipment not supplied by UCC Networks—may result in additional fees. Additional material costs for hardware/parts such as cabling, wiring, or other related tangible equipment will be invoiced to customer. Customer is responsible for paying for all On-Site Hours and if Customer's use of the Hour(s) exceeds Customer's entitlement rights, Customer will also be responsible for paying for the excess number of Hours at a flat rate of $175/hour per technician, billed in 1-single hour increments. If multiple Technicians are requested to be dispatched for same site or a separate site(s), the same holds true with a minimum of 2 (two) hours per technician per site.

6.5 Payment For Services Rendered

Customer agrees to pay for all professional services consumed during the course of the agreement. If the customer's use of Services or service hours exceeds the agreed-upon entitlement rights, the customer will be responsible for covering the costs associated with the excess usage. Customer also agrees that any hardware provided by On-Site Technician such as Wiring, Cabling, or other hardware will be invoiced to the customer.

7.1 Support Services Overview

UCC Networks is committed to providing reliable support for its unified communications products and services. Customers can access detailed information about our support offerings, including tier-based technical support, response times, and escalation procedures, in our comprehensive Support Terms and Conditions.

7.2 Service Level Agreements (SLAs)

Performance standards, commitments, and remedies related to the delivery of services by UCC Networks are outlined as Service Level Agreements (SLAs).

8.1 Availability Of Services

UCC Networks makes no warranties or claims, nor guarantees regarding the reliability or availability of the Services. Additionally, UCC Networks is not liable for any delay or failure to provide the VOIP/E911/911 services, including at any time or from time to time, or any interruption or degradation of voice quality that is caused by, but not limited to: 1) act or omission of an underlying carrier, service provider, or other third party; 2) equipment, network or facility failure; 3) equipment, network or facility upgrade or modification; 4) events such as (but not limited to) natural disasters, acts of god, power outages, strikes, fire, war, riot, government actions; 5) equipment, network or facility shortage; 6) equipment or network relocation; 7) any other event beyond UCC Networks' direct control. UCC Networks is not responsible for any delay or failure to provide the VOIP/E911/911 services, or for any interruption or degradation of voice quality caused by such events.

8.2 Disclaimer Of Damages

In no event shall UCC Networks, its officers, affiliates, directors, employees, or agents or any other service provider who furnishes underlying services in connection with the delivery of UCC Networks Services be liable for any direct, indirect, incidental, special, punitive, exemplary, or consequential damages, or for any other damages, including but not limited to loss of life, profit, revenue, data, or use by the customer or any third party, whether in an action of contract, tort (including negligence), or otherwise, arising out of or in connection with the use or inability to use the Service.

8.3 Indemnification And Limitation Of Liability

By agreeing to these Terms and Conditions, you agree to indemnify, defend, and hold harmless UCC Networks, its directors, officers, employees, affiliates, agents, partners, and vendors, from and against any and all claims, proceedings, losses, expenses, damages and costs (including reasonable attorneys' fees), arising out of or related to your use of the Services or equipment, your breach of this Agreement, your violation of any law or regulation, or your violation of any rights of any third party. UCC Networks' total aggregate liability arising out of or related to this Agreement or the Services shall not exceed the total amount paid by Customer to UCC Networks in the three (3) months preceding the event giving rise to liability.

8.4 No Warranties On Service

UCC Networks makes no warranties (express or implied and without limitation, any implied warranties of merchantability, fitness of the Services for a particular purpose, title or non-infringement) as to the accuracy, reliability, or quality of the Service. UCC Networks does not warrant that the Service will meet your requirements or expectations. Without limiting the foregoing, UCC Networks does not warrant that the Service will be without failure, delay, interruption, error, and degradation of voice quality or loss of content, data or information, and you acknowledge that the Service is provided "as is" and "as available".

8.5 No Warranties, Or Limited Warranties, For IADs

If you received a new IAD from UCC Networks and it included a limited manufacturer's warranty at the time of receipt, you should refer to the warranty documentation provided with the IAD for information on the rights, disclaimers, and limitations afforded to you as a purchaser of the IAD. UCC Networks does not warrant that the IAD or any hardware or software is "error free" or will meet your expectations or requirements.

8.6 Content

You are responsible for any liability arising out of the content transmitted by or to you or other users when using the Services. You must assure that your or your user's use of the Services will at all times comply with all applicable laws, regulations and written and electronic instructions for use. UCC Networks reserves the right to terminate or suspend your Services and remove content from the Services if UCC Networks determines that such use or content does not conform with such requirements.

9.1 Waiver Of Trial By Jury

Both Parties hereby knowingly, irrevocably, and voluntarily and intentionally waive any rights to a trial by jury in respect of any action, proceeding, or counterclaim based on this Agreement. This provision is a material inducement for UCC Networks and the Customer entering into the subject transaction.

9.2 Governing Law

The Agreement and the relationship between you and UCC Networks shall be governed by the laws of the State of California, with venue in Orange, California without regard to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the State of California, with venue in Orange County, California and hereby waive any objection as to venue, and agree that any dispute/claims will only be brought in the courts in Orange County, California. 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.

9.3 Entire Agreement

This Agreement, any Rate Schedule and applicable Services Quote paperwork signed by the Parties constitute the entire agreement between the Parties and governs your use of the Service and/or IAD. This entire agreement supersedes any prior agreements between the Parties for any and all prior or contemporaneous statements, representations, or other UCC Networks, or representations concerning its subject matter.

9.4 Severability

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

9.5 Assignment

This Agreement is personal to the Parties and may not be assigned or transferred by Either Party without the prior written consent of the other Party which consent shall not be unreasonably withheld, except that UCC Networks may assign this Agreement without consent to an Affiliate.