us-enterprise-terms
Ooma Enterprise Terms & Conditions Last Updated: DECEMBER 1, 2023 These terms and conditions govern the use of Ooma Enterprise Services for enterprise customers. Residential and business customers should refer to their agreements incorporating the terms and conditions available at ooma.com/legal/terms. Before using the Services, please read these Ooma Enterprise Terms & Conditions (the “Terms”). […]
Sunnyvale, CA - Monday, October 10th, 2022
Ooma Enterprise Terms & Conditions
Last Updated: DECEMBER 1, 2023
These terms and conditions govern the use of Ooma Enterprise Services for enterprise customers. Residential
and business customers should refer to their agreements incorporating the terms and conditions available at
ooma.com/legal/terms.
Before using the Services, please read these Ooma Enterprise Terms & Conditions (the “Terms”).
These Terms are incorporated by reference into the Order Form executed by the company identified as the
“Customer” in the Order Form (“Customer” or “you”). Pursuant to these Terms,
you have the right to use the Services and Ooma Equipment. These Terms, the Order Form, and any other
lease, activation, or commitment that you entered into in connection with obtaining the Services or the Ooma
Equipment together form a binding and executed written agreement (the “Agreement”) between you and
Ooma, Inc., its affiliates, and subsidiaries (“Ooma” or “us”) effective as of the date
of execution of the Order Form.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN
INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. SEE SECTION 16 FOR MORE
INFORMATION.
BY PURCHASING OR USING OOMA’S EQUIPMENT OR SERVICES, YOU CONSENT TO OOMA’S COLLECTION, USE AND
DISCLOSURE OF CUSTOMER’S PERSONAL INFORMATION IN ACCORDANCE WITH OOMA’S PRIVACY POLICY at www.ooma.com/legal/privacy-policy/.
THIS AGREEMENT CONTAINS YOUR CONSENT FOR US AND OUR THIRD-PARTY PROVIDERS TO CONTACT YOU VIA EMAIL, TELEPHONE, OR SMS MESSAGE (INCLUDING TEXT MESSAGING) USING THE EMAIL ADDRESSES AND PHONE NUMBERS YOU PROVIDE TO US, INCLUDING VIA AUTOMATED EMAIL, DIALING OR TEXTING SYSTEMS. SEE SECTION 19 FOR MORE INFORMATION.
PURSUANT TO FCC REQUIREMENTS, OOMA IS REQUIRED TO ADVISE ITS CUSTOMERS OF ANY LIMITATIONS THAT E911 SERVICE MAY
HAVE IN COMPARISON TO TRADITIONAL 911 SERVICE, WHICH ARE SET FORTH IN SECTION 12 BELOW. IF YOU ARE UNCOMFORTABLE
WITH THE LIMITATIONS OF THE OOMA E911 SERVICE, YOU SHOULD CONSIDER USING AN ALTERNATIVE MEANS OF ACCESS TO
TRADITIONAL 911 OR E911 SERVICES OR DISCONTINUING THE SERVICES. IT IS STRONGLY RECOMMENDED THAT YOU HAVE AN
ALTERNATIVE MEANS FOR PLACING EMERGENCY CALLS AVAILABLE AT ALL TIMES.
- Definitions
-
“AirDial® Service” is a fixed-location solution for replacing traditional landlines,
also known as POTS (Plain Old Telephone Service) lines, using Voice over Internet Protocol
(“VoIP”)
with the cellular network and/or the wireline data network.AirDial Service is subject to
(i) the
User Guidelines and Policies set forth in Section 5 below, (ii) payment of applicable taxes and fees
as set forth herein or otherwise provided to you by Ooma, and (iii) all other terms and limitations
of this Agreement. You are solely responsible for ensuring that your use and operation of the
AirDial Service and Equipment meets any applicable regulatory requirements, including but not
limited to those applicable to fire panels. Depending on your service plan, AirDial Service may or
may not be combined with interconnected VoIP. If AirDial Service is not combined with interconnected
VoIP, you may not use AirDial Service to make voice telephone calls, including calls to 911. - “Connection Date” means the date on which the Services and the Equipment
are first available for use. If Customer delays the ability of Ooma to provide the Services,
including through failure to produce required Customer Equipment or Third-Party Equipment, the
Connection Date shall be deemed to be the date on which Ooma was able and ready to deliver the Ooma
Equipment and Services. - “Content” includes e-mail, text, photos, videos, games, music, graphics,
sound, applications and other materials that may be accessed or sent by using certain Customer
Equipment or Services. - “Customer Equipment” means all equipment and facilities necessary for the
installation of the Equipment and Services at the Service Location(s), exclusive of any Ooma
Equipment or Third-Party Equipment. - “End User” means the final user of the Services for its own internal
purposes. The designation “Customer’s End Users” includes all final users of the
Service provided to Customer, such as employees, invitees, contractors, agents and Participants,
whether or not authorized by Customer. - “Equipment” means all physical equipment called for in the Order Form, inclusive of Ooma Equipment, Customer Equipment, Third-Party Provider Equipment, and Third-Party Equipment.
- “Host” means an individual who is an identified employee, contractor, or
agent of a Customer to whom the Customer assigns the right to host meetings via Ooma Meetings. A
Host may hold only one meeting at a time. A Host subscription may not be shared or used by anyone
other than the individual assigned to be a Host. - “Initial Payment” means the Non-recurring Charges set forth on the Order
Form unless otherwise agreed to in writing. - “Installation Commitment Date” means the date upon which Ooma receives
instructions that the Service Location(s) is/are available and ready for installation of service by
the local loop or circuit provider, if applicable. If there are multiple Service Locations, the
Installation Commitment Date means the date by which Ooma receives the instructions for the first of
any and all Service Locations (the “First Location”). - “IP Rights” means any and all rights arising in the U.S. or any other
jurisdiction throughout the world in and to (a) patents, patent disclosures and inventions (whether
patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, domain names,
and other similar designations of source or origin, together with any goodwill symbolized by the
foregoing, (c) copyrights and works of authorship, including computer programs, (d) trade secrets,
know-how and other confidential or proprietary information, and (e) all other intellectual property,
in each case whether registered or unregistered, and including all registrations and applications
for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of
protection in any part of the world. - “Law” means any applicable statute, law, ordinance, regulation, rule, code,
constitution, treaty, common law, governmental order or other requirement or rule of law of any
governmental authority. - “Monthly Recurring Charges” or “MRC” are the monthly recurring charges for the Services or any Ooma Equipment rented or sold on an installment sale basis, as set forth in an Order Form.
- “MSISDN” means the Mobile Subscriber Integrated Services Digital Network Number
(currently 10 digits) assigned by Ooma to a SIM that uniquely identifies a SIM, used to provide
access to the AirDial Service. - “Non-recurring Charges” or “NRC” are unusual or one-time
charges, including, but not limited to, fees for the purchase of Ooma Equipment; installation
charges; set-up charges; Usage-Based Charges; one-time rental fees; charges for moving, adding, changing or
disconnecting services; restocking fees, shipping & handling charges, and other charges and
fees. - “Ooma Equipment” means telecommunications equipment purchased or rented by
Customer from Ooma as set forth in an Order Form. - “Ooma Meeting ID” means a unique identifier for a particular conference
conducted via Ooma Meetings. - “Ooma Meetings” is a videoconferencing application available to Customers,
with a single Host and multiple Participants. The application also includes (i) chat, (ii) screen
sharing, (iii) video recording and (iv) meeting transcription. The availability of Ooma Meetings is
subject to the payment of applicable taxes and fees for Services as set forth herein and the terms
and limitations of this Agreement. Notwithstanding anything contrary set forth herein, Ooma Meetings
is provided to Customers at the sole discretion of Ooma and Ooma may, in its sole discretion, at any
time, with or without notice and without any obligation or liability to Customer or any other party,
suspend, deactivate, terminate, apply limits to, impose restrictions or conditions on, change,
modify, and/or update the Ooma Meetings (in whole or in part) or any log-in, user, or other element,
feature, functionality, or component thereof. - “Order Form” means the order form executed by Customer and accepted by Ooma
through which Customer purchases or leases Ooma Equipment and Services. - “Participant” means an individual, other than the Host, who accesses or
uses Ooma Meetings, with or without the permission and knowledge of the Host. - “Regulatory Fees” means fees assessed by regulatory agencies and
governmental entities, including, without limitation, E911 service fees, 988 service fees, universal
service fees, and
regulatory recovery fees. - “Services” means the voice and advanced communications services, collaboration services, AirDial Services, and any associated software or web-accessible portals detailed in the Order Form, and/or Ooma Meetings, provided in accordance with the terms of this Agreement.
- “Service Level Agreement” or “SLA” has the meaning set forth in
Exhibit A. - “Service Locations” means the Customer locations at which the Equipment and
Services are to be used as set forth in an Order Form. - “SIM” means subscriber identity module.
- “Third-Party Equipment” means the telecommunications equipment purchased or
leased by Customer from a third-party other than Ooma, which equipment is used in connection with
Customer’s use of the Services. - “Third-Party Provider Equipment” means the telecommunications equipment, such as SIMs, provided to Ooma for inclusion in products provided by Ooma to End User Customers by a third-party provider as part of the Services.
- “Usage-Based Charges” are charges billed to Customer and not included in
Monthly Recurring Charges for calls outside the contiguous United States, premium-rate telephone
numbers (e.g., directory assistance, 900 numbers, etc.), and toll-free inbound calls. - “User Guidelines” has the meaning set forth in Section 5.
-
- Installation & Site Preparation; Licenses
- Timing of Installation Commitment Date. Customer will provide
to Ooma the Installation Commitment Date within thirty (30) days after Customer executes the Order
Form, and such Installation Commitment Date will be within ninety (90) days after Customer executes
the Order Form. In the event the Installation Commitment Date falls outside of these parameters,
Ooma reserves the right to amend the pricing quoted to Customer. - Preparation of Service Location(s). Customer is responsible for
ensuring that all facilities, Customer Equipment and Third-Party Equipment are available for the
installation and connection of the Ooma Equipment and Services on the Installation Commitment Date.
By way of example, but not inclusive, Customer is responsible for ensuring there are data ports and
electrical outlets at the Service Locations so that the Equipment and Services can be installed and
connected. Ooma will make reasonable efforts to advise Customer of what, if any, Customer Equipment
may be necessary for the provision of Services. To the extent Customer fails to prepare a Service
Location by the Installation Commitment Date, Customer may be liable for cancellation or
rescheduling fees. -
Ooma Professional On-Site Installation Work Fees. Ooma reserves the right to
charge the full installation fee stated in the Service Order if customer related issues result in
delays in, or cancellation of, the installation or survey. This includes, without limitation, any
delay or cancellation due to customer’s unavailability upon arrival of the Ooma field service
technician or its third-party contractor, unavailable power for Ooma related hardware, incomplete or
missing inside wiring to support Ooma hardware, inoperable or inaccessible customer devices, or
delays in access to the property or areas necessary to complete the installation. Ooma field service
technicians or its third-party contractor technicians cannot run low voltage wiring or cabling in
new building construction or more than a total of fifteen (15) linear feet of inside low voltage
wiring for existing construction. Ooma reserves the right to charge additional fees on a time and
materials basis to properly complete the in-scope work or any out-of-scope work. Additional time
will be billed in 30 minute increments, with a minimum of two hours billed for each return visit.
Any additional time and materials will be billed at Ooma’s then-current pricing. - Equipment License. Ooma grants Customer a limited, revocable,
non-transferrable, sublicensable only to its End Users, non-resellable license and right to use
firmware or software embedded in the Ooma Equipment in object code form strictly in accordance with
this Agreement. Ooma does not grant any license to use the firmware in any other manner, and you
expressly agree that the Ooma Equipment is exclusively for use in connection with the Services
described in this Agreement. - Software License. Upon activation of the Service, Ooma grants
Customer a limited, revocable, non-transferrable, sublicensable only to its End Users,
non-resellable license and right to use Ooma’s software and applications strictly in
accordance with this Agreement. Ooma does not grant any license to use its software, applications or
firmware in any other manner.
- Timing of Installation Commitment Date. Customer will provide
- Payment
- Initial Payment. The Initial Payment is due five (5) business
days after Customer executes the Order Form. Should Customer choose to add some or all of the
Non-recurring Charges to a third-party finance lease agreement, Customer agrees to provide to Ooma a
fully-executed copy of such lease prior to the Connection Date. Customer understands that Ooma will
begin to requisition all Ooma Equipment and begin to facilitate the provision of Services
immediately after Customer executes the Order Form. Therefore, Customer understands that the
Initial Payment shall be non-refundable, unless Ooma is unable or unwilling to provide the Ooma
Equipment and/or Services called for in the applicable Order Form. - Invoicing and Payment. Other than the Initial Payment, invoices
will be sent to Customer on a monthly basis. Monthly Recurring Charges related to the provision of
the Services are invoiced one month in advance (on the first day of month) and Non-recurring Charges
are invoiced in arrears unless otherwise indicated in the Order Form. Payment shall be due thirty
(30) days after the invoice date. Payment shall be made by wire transfer, ACH, Check, Money
Order or Certified Funds. Customer may choose to receive invoices via email on the same day the
invoice is created. - Exclusions and Limitations. Ooma will provide the prices for
Non-recurring Charges upon request. Prices listed on the Order Form for Equipment do not, unless
otherwise specifically noted, include shipping and handling charges, consultation, configuration,
cabling/wiring, configuration or programming fees. - Failure to Make Payment. Any payment not received from the Customer by the due date (except with respect to charges then under reasonable and good faith dispute) shall constitute a default by Customer. If Customer defaults on payment and fails to cure such default within ten (10) days after due notice thereof, Ooma shall be entitled to terminate, suspend and/or discontinue Services without any further liability to Customer, including without limitation any liability for the termination, suspension or discontinuation of any Services supporting life safety mechanisms. Ooma will permit any service required to be provided by Law after default. In addition, in the event of default, interest shall accrue at the lower of 1.5% or the maximum rate permitted by Law of the outstanding balance per month from the date such payment is due until the date paid. Charges for returned, stopped payment, and/or non-sufficient funds via check or direct deposit payment will be assessed a returned check fee of $100.00 per returned check or deposit. The foregoing charges shall be deemed service charges and not the only remedies for breach of this Agreement. Additional remedies for breach of this Agreement by Customer are applicable.
- Taxes and Regulatory Fees. As required by Law, invoicing shall
include all requisite taxes (e.g., federal telecommunication taxes, sales tax, state taxes,
facilities tax, and any other applicable tax). Ooma will bill the Customer for such taxes on each
invoice, and Customer is responsible for making payment to Ooma. Any contest of such taxes
does not eliminate or abate the obligation to pay such taxes. Any calculation errors in
assessment and/or tax rate changes requiring adjusted tax computations by Ooma will not relieve
Customer of its responsibility to remit tax payment(s) fully and timely. Ooma will be
responsible for any penalties or interest for any retroactive taxes based on its failure to timely
remit such amounts. In addition to any taxes imposed by the government or regulatory agencies, Ooma
reserves the right to charge other authorized Regulatory Fees. The amount of such taxes and
Regulatory Fees shall be published on our website at http://www.ooma.com/rates and are incorporated by reference herein, and may
change from time to time.
- Initial Payment. The Initial Payment is due five (5) business
- Term and Termination
- Term of the Services. The Services are offered for the initial
term of service specified in the Order Form (the “Initial Service Term”). The Initial
Service Term shall begin on the Connection Date of the First Location. Unless otherwise stated
in the Order Form, following the Initial Service Term, Services shall automatically renew for
additional terms equal to the Initial Service Term (each, a “Renewal Term”, and
collectively with the Initial Term, the “Term”) unless and until Customer notifies Ooma
in writing at enterprisesupport@ooma.com at least
ninety (90) days prior to the expiration of the Term in effect at the time that
it does not wish to renew the Services. If, during the Term, Customer adds any additional services or locations,
the amount of Customer’s Monthly Recurring Charges shall increase by the amount of the monthly recurring
charges of such additional Services and/or locations and the term for any such additional Services shall
be coterminous with the Term then in effect. For the avoidance of doubt, adding new Service Locations will
require a new Order Form.If you rent your Ooma Equipment and you terminate your Service for any reason within 12 months
from the date you commenced the rental, you will be charged a return charge per item of rented Ooma Equipment
Within 14 days of termination, you agree to return at your own expense all Ooma Equipment to Ooma or you will
be charged $50 per item of Ooma Equipment rented, in addition to the return charge. - Termination of the Agreement. This Agreement and any Services
may be terminated or modified:- by Ooma, (A) upon thirty (30) days’ notice prior to the expiration of the Term in effect that the Services will not renew; or (B) without any liability to Ooma, including without limitation for the termination of any Services supporting life safety mechanisms, at any time and without notice if Customer (i) materially breaches the terms of this Agreement and such breach cannot be cured; (ii) violates the User Guidelines in Section 5; or (iii) violates any applicable Law.
- by Ooma, in the event any arrangement between Ooma and a third party provider used by Ooma to provide your Services and/or Equipment is terminated, expires, or is not renewed for any reason.
- by either Party, if the other party (the “Defaulting Party”)
materially breaches this Agreement and such breach is capable of cure, and the Defaulting
Party does not cure such breach within thirty (30) days of receiving written notice of such
breach. - by either Party if the Defaulting Party (A) becomes insolvent or admits its
inability to pay its debts generally as they become due; (B) becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law,
which is not fully stayed within ten (10) business days or is not dismissed or vacated
within forty-five (45) days after filing; (C) is dissolved or liquidated or takes any
corporate action for such purpose; (D) makes a general assignment for the benefit of
creditors; or (E) has a receiver, trustee, custodian or similar agent appointed by order of
any court of competent jurisdiction to take charge of or sell any material portion of its
property or business.
- Early Termination. Customer acknowledges that the pricing of the Services and Ooma Equipment has been established based on the complete fulfillment of the entire Term of the Services. If Customer wishes to terminate the Services under this Agreement prior to the expiration of the then-current Term and such termination is not due to Ooma’s breach pursuant to Section 4(b)ii or 4(b)iii above, all Monthly Recurring Charges and Non-recurring Charges which would otherwise be due through the end of the Term in effect at the time, including all applicable taxes and Equipment charges, shall be due and payable within thirty (30) days of the effective date of termination. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.
- Post-Termination Number Porting. Customer is responsible for promptly arranging to have
its phone numbers ported to another service provider following termination of the Services. Customer
must notify Ooma by emailing enterprisesupport@ooma.com of the number(s) ported to another service
provider in order for Ooma to close the Customer account. To complete the number porting process,
Ooma depends and relies on the third parties outside of Ooma’s control. Customer agrees that Ooma
will not be liable for any change in availability, delay, or failure in the processing of a number
transfer. Customer is responsible for any fees or costs associated with porting its number(s) to
another service provider.
- Term of the Services. The Services are offered for the initial
- User Guidelines and Policies
- User Guidelines. Customer must, at all times, comply with the
User Guidelines set forth in this Section 5 (the “User Guidelines”). If Ooma becomes
aware of Customer’s violation of the User Guidelines or illegal use of the Services,
facilities, network or Third-Party Networks accessed through the Ooma network, or if Ooma otherwise
receives notice or has reason to believe such use may be occurring, then Customer will cooperate in
any resulting investigation by Ooma or government authorities. Any government determinations will be
binding on Customer upon notice to Customer. Without limiting Ooma’s right to terminate under Section 4(b), if Customer fails to cooperate with any such investigation or determination or fails to immediately rectify any violation of the User Guidelines or illegal use, Ooma may suspend the Service without further liability to Ooma. Further, Ooma may modify or suspend the Service as necessary to protect its networks or customers, or to comply with any Law. It is the sole responsibility of Customer to ensure Customer’s End Users agree to the applicable provisions of these Terms, including without limitation this Section 5. - Unauthorized Calling. Customer is solely
responsible for selection, implementation, and maintenance of security features for protection
against unauthorized calling, such as firewalls and passwords. Customer agrees to notify Ooma
promptly if it becomes aware of any fraudulent or unauthorized use of its account. Ooma shall not be
liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer’s
account and the payment of all charges to Customer’s account shall be and remain the sole
responsibility of Customer. - Reasonable Use Policy. Customer must abide by the Reasonable
Use Policy set forth in this Section 5(c) and not use the Services in a manner constituting abusive
or excessive use.- Reasonable Use. Ooma’s Services are for normal, reasonable
business use and consistent with the types and levels of usage by typical customers on the
same business calling plan. “Normal Use” refers to the calling patterns of at
least 95% of Ooma’s enterprise customers on the same business calling plan. A
Customer’s aggregate usage may be considered outside of Normal Use if it involves:- An excessive number of calls terminated and re-initiated consecutively,
which, in the aggregate, result in excessive call lengths during a specific time
frame; - An excessive number of inbound domestic toll-free calling patterns
during a month; - Other abnormal calling patterns indicative of an attempt to evade
enforcement of this Reasonable Use Policy; or - A Prohibited Use, as set forth below.
- An excessive number of calls terminated and re-initiated consecutively,
- Prohibited Uses. Each of the following uses of the Ooma Equipment or
Services is prohibited (a “Prohibited Use”) and constitutes a breach of the
Reasonable Use Policy:- Commercial Use. Customer shall not resell, transfer, or make a
change to the Services or Ooma Equipment without the advance express written
permission of Ooma. Customer shall not in any way interfere with other users, the
Services, or equipment of the network, or use the Services in any way for (or as
part of) any commercial service or application distributed or sold by Customer.
Customer may not attempt to, in conjunction with any device, software program, or
service, circumvent technological measures employed to control access to the
Services. - Unique Business Use. Unless otherwise authorized by Ooma,
Services and Ooma Equipment are not intended for use by unique organizations such as
call centers, resellers, fax messaging services, telemarketing firms, or for use
without live dialog, such as transcription services, intercom or monitoring
services. - Excessive Use of Unlimited Plans. Unlimited voice plans are to
be used for normal voice and/or text message-related communications with aggregate
usage that falls within the range of Normal Use. Use of unlimited “paperless
facsimile” service must also fall within the normal range of
similarly-situated business customers and shall in no event exceed 500 transmitted
pages sent or received per month. In addition, Customer agrees that it will not
employ methods or use devices to take advantage of unlimited plans by using the
Services excessively or for means not intended by Ooma. - Additional Prohibited Uses. Neither Customer nor any End User of
the Services may use the Services in any of the following ways:- in any manner or for any purpose that is fraudulent, malicious,
deceptive, dishonest, abusive, obscene, threatening, harassing, tortious,
improper, defamatory, libelous, slanderous, indecent, that would give rise
to civil liability, or that constitutes or encourages conduct that could
constitute a criminal offense, or otherwise in violation of any Law; - to intentionally send or transmit unsolicited or
“junk” or “spam” advertisements, communications, or
messages (commercial or otherwise) without consent, including without
limitation through email, voicemail, SMS, facsimile, or internet facsimile; - to harvest or otherwise collect information about others,
including without limitation email addresses or personally-identifiable
information, without their consent; - to intentionally engage in blasting or broadcasting bulk
communications, advertisements, or messages (e.g., sending hundreds of
messages simultaneously), including without limitation through email,
voicemail, SMS, facsimile, or internet facsimile; - to perform auto-dialing or “predictive” dialing
(i.e., non-manual dialing or using a software program or other means to
continuously dial or place out-bound calls) in violation of applicable Law; - to transmit any communication that would violate any applicable
Law, including but not limited to the Telephone Consumer Protection Act, the
Junk Fax Prevention Act of 2005, or the rules governing the DoNotCall
Registry Rules; - to intentionally transmit or store any material that contains
viruses, time bombs, Trojan horses, worms, malware, spyware, or any other
programs or materials that may be harmful or dangerous; - to transmit misleading or inaccurate caller ID information with
the intent to defraud, cause harm, or wrongfully obtain anything of value,
including by creating a false Caller ID identity or forged email/SMS address
or header or by otherwise attempting to mislead others as to the identity of
the sender or the origin of any outbound customer communication; - to infringe, misappropriate, or otherwise violate the foreign
or domestic IP Rights or proprietary rights of any party, including without
limitation by transmitting or storing any material that might infringe,
misappropriate, or otherwise violate any such right; - to violate the right of privacy, personality, or publicity of
any party, including without limitation by transmitting or storing any
material that might violate any such right; - to violate any Law regarding the transmission of technical data
or information or software through the Services; or - in any manner that interferes with Ooma’s ability to
provide products or services to other customers;
- in any manner or for any purpose that is fraudulent, malicious,
- Commercial Use. Customer shall not resell, transfer, or make a
- Prohibited Acts. Customer represents, warrants, covenants, and agrees
that neither You nor any End User shall do any of the following during the Term:- transmit, upload, distribute in any way, or store any corrupted file or
material that contains viruses, time bombs, Trojan horses, worms, malware, spyware,
or any other programs or materials that may be harmful or dangerous or may damage
the operation of the Services or another party’s computers, devices,
equipment, systems, or networks; - interfere with or disrupt networks or systems connected to the
Services; - sell, resell, distribute, lease, export, import, or otherwise grant or
purport to grant rights to third parties with respect to the Services, and any
software or hardware used in conjunction with the Services or any part thereof
without Ooma’s prior written consent; - display or use of any Ooma mark in any manner in violation of
Ooma’s then-current policies on its trademark and logo usage or without
Ooma’s express, prior written permission, to be granted or denied in
Ooma’s sole discretion; - display or use of any third-party mark without the prior, written
consent of the third party that owns the third-party mark; - undertake, direct, attempt, cause, permit, or authorize the
modification, creation of derivative works, translation, reverse engineering,
decompiling, disassembling, or hacking of the Services or any software and hardware
used in conjunction with the Services, or part thereof; - defeat, disable, or circumvent any protection mechanism related to the
Services; - intercept, capture, sniff, monitor, modify, emulate, decrypt, or
redirect any communication or data used by Ooma for any purpose, including without
limitation by causing the any product to connect to any computer server or other
device not authorized by Ooma or in any manner not authorized in advance in writing
by Ooma; - allow any service provider or other third party – with the sole
exception of Ooma’s authorized maintenance providers acting with Ooma’s
express, prior authorization – to use or execute any software commands that
facilitate the maintenance or repair of any software or hardware used in conjunction
with the Services; - gain access to or use (or attempt to gain access or use) any device,
system, network, account, or plan in any unauthorized manner (including without
limitation through password mining); - engage in or to allow trunking or forwarding of your Ooma telephone or
facsimile number to (an)other number(s) capable of handling multiple simultaneous
calls, or to a private branch exchange (PBX) or a key system; or - violate or take any action to jeopardize, limit, or interfere with
Ooma’s IP Rights, including without limitation their IP Rights in the software
and hardware used in conjunction with the Services.
- transmit, upload, distribute in any way, or store any corrupted file or
- AirDial Acceptable Use Policy. You cannot use the AirDial Service: (1)
with server devices or host computer applications or other systems that drive continuous,
heavy traffic or data sessions or automatically consume unreasonable amounts of network
capacity; (2) to continually or repeatedly dial telephone numbers associated with free
conference calls, free chat lines, or similar or related services; (3) any other
unauthorized, wrongful, or misappropriated use of Service (including cloning, compromised
SIM algorithm, and subscription fraud) on a MSISDN or SIM assigned to you, whether or not
the MSISDN or SIM is currently active; (4) using the Service without permission on a stolen
or lost device; (5) installing any amplifiers, enhancers, repeaters or other devices that
modify or otherwise affect the radio frequencies used to provide the Service without express
permission from Ooma; (6) using the Service for monitoring of third parties without their
permission, including location-based tracking of individuals; (7) using the Service to
provide life-sustaining medical care or monitoring; (8) using and Equipment modified from
its manufacturer’s specifications; or (9) any other unintended use as we determine in our
sole discretion. You also cannot use data services in a manner that is unlawful or unduly
interferes with the use of third-party cellular data networks. The AirDial Service may not
be used to disrupt e-mail use by others using automated or manual routines, including, but
not limited to “auto-responders” or cancel bots or other similar routines; or for activities
adversely affecting the ability of other people or systems to use either the third-party
cellular data network or other parties’ Internet-based resources. You must also comply with AT&T’s acceptable use policy located at att.com/aup. We may limit, suspend,
constrain, or terminate your AirDial Service for prolonged inactivity or for use that violates this policy or for any
heavy, continuous data usage or usage that adversely impacts network performance, hinders
access to networks, or that we determine at our sole discretion is necessary to protect our
or third-party networks from harm or degradation. You agree we have the right to terminate
your AirDial Service and charge you all applicable usage and service fees if we conclude at
our sole discretion you are using such AirDial Service for a prohibited use, including but
not limited to the use of AirDial Equipment for voice applications if your service plan does
not provide for it. You further acknowledge that you may incur additional charges if your
use of voice or data in the AirDial Service exceeds the amount provided in your service
plan.
- Reasonable Use. Ooma’s Services are for normal, reasonable
-
Recording Conversations or Calls. Certain features of the Services may
allow Customer or End Users to record calls or other communications. The notification and
consent requirements relating to the recording of calls, and/or other communications vary from
state to state, and country to country. Customer should, and should require all End Users, to
consult with an attorney prior to recording any call as some states or countries may require
callers or users to obtain the prior consent of all parties before the caller or User may record
the call, or other communication. Users of Ooma Meetings will receive a notification (visual or
otherwise) whenever a Host enables recording. If you or a Participant do not consent to being
recorded, your only recourse is to leave the meeting. Customer represents, covenants, and
warrants that it will review all applicable Laws before it uses or allows use of the Services to
record any calls or other communications and will at all times comply with all applicable laws.
Customer agrees to inform all its End Users that they are obligated to comply with all Laws
relating to their use of the call recording feature. For the avoidance of doubt, it is the sole responsibility of Customer and Customer’s End Users to comply (and ensure compliance) with all Laws related to the call recording feature, and Ooma disclaims all liability arising from any violation of such Laws.In addition, Ooma does not provide any storage for Ooma Meetings. Customers must provide their
own storage for any recorded Content on Ooma Meetings. Ooma disclaims any and all liability with
respect to any Content or recordings thereof. - Blocking Calls. Without limiting Ooma’s right to terminate
under Section 4(b), Ooma may choose to block toll calls or charge Customer for reimbursement of
charges associated with calls if such calls result in atypical termination costs and/or surcharges,
including, but not limited to, calls to “free” phone conferencing services, “free” call management
services, phone chat services, 900 numbers or the international equivalent of any of the foregoing,
or recorded messages (such as those promoted in connection with reality TV shows, radio contests, or
celebrity-sponsored recordings).
- User Guidelines. Customer must, at all times, comply with the
- Service Levels.Ooma will use commercially reasonable efforts to
minimize service disruptions and outages. In the event of service disruptions or outages,
Customer’s sole remedy, and Ooma sole obligation, shall be to provide the service level credits and/or
remedies for the applicable Service in accordance with the Service Level Agreement attached hereto
as Exhibit A (the “Service Level Agreement”). Ooma may update the Service
Level Agreement from time to time upon notice to Customer. - Phone Numbers.
- Assignment of Numbers. If Customer requests a phone number(s), Customer may have
the option to choose or be assigned a phone number. This phone number may or may not be in
Customer’s local calling area. If the phone number is not in Customer’s local calling
area, others in Customer’s local calling area may incur charges when calling Customer and that
the toll charges to call Customer from another calling area may be different than at
Customer’s old landline number. - Number Porting. You must provide us with a complete list of all phone numbers to
be ported for use with our Services and any numbers omitted from the listing may result in those
numbers not being ported at the time of Service activation. Ooma will use reasonable efforts to
facilitate the transfer of Customer’s phone number(s), if requested. Number porting is subject to
availability and coverage will vary from time to time. To complete the number porting process, Ooma
depends and relies on the third parties outside of Ooma’s control. Customer agrees that Ooma will
not be liable for any change in availability, delay or failure in the processing of a number
transfer, or for the unauthorized transfer of a number Customer uses with the Ooma Service. - Number Changes. Ooma may, from time to time, need to change a telephone number
that is assigned to Customer. Ooma will not be liable for any damages should Customer need to be
assigned a new phone number.
- Assignment of Numbers. If Customer requests a phone number(s), Customer may have
- Equipment.
- Shipment and Delivery. Unless expressly agreed to by the parties in writing, Ooma will select the method of shipment for the Ooma Equipment, and will deliver the Ooma Equipment to the Service Location specified in the Order Form. Title (except for rented Ooma Equipment) and risk of loss pass to Customer upon tender of such Ooma Equipment to the carrier at Ooma’s facility. Listed prices do not include shipping and handling fees. Customer is responsible for paying shipping and handling fees.
- Ownership and Risk of Loss for Owned Equipment. To the extent
Customer owns the Ooma Equipment, Customer bears all risk of loss of, theft of, casualty to or
damage to the Ooma Equipment from the time that we ship it to you until the time (if any) that it is
returned to Ooma in accordance with this Agreement. If the Ooma Equipment is damaged, lost, or
stolen, Customer will no longer be able to use the Services and will be required to purchase or rent new
Ooma Equipment. - Ownership and Risk of Loss for Leased Equipment. To the extent
Customer leases the Ooma Equipment, the parties intend that the lease constitutes a true lease under
the UCC and not a sale of equipment subject to a security interest under Article 9 of the UCC to
secure the purchase price of the Ooma Equipment. Ooma or an authorized third-party lessor, as
applicable, has title to leased Ooma Equipment at all times, and Customer acquires no ownership,
title, property, right, equity or interest in the leased Ooma Equipment other than its leasehold
interest solely as lessee subject to all the terms and conditions of this Agreement and the rent
obligations set forth in the Order Form or rental agreement. Customer, at its own expense shall
maintain, service, repair, and keep each item of leased Ooma Equipment. Customer shall bear all risk
of loss, damage, destruction, theft, and condemnation to or of such item of leased Ooma Equipment
from any cause whatsoever. - Third-Party Leasing of Equipment. If Customer leases or
otherwise finances its purchase of Ooma Equipment from a third-party leasing company, Customer shall
be responsible for executing a separate equipment leasing agreement and, unless otherwise
specifically provided in the Order Form, shall be responsible for making payment directly to the
third-party leasing company. Ooma shall not be responsible for any breach of the third-party
lease agreement by the third-party equipment leasing company. Moreover, a dispute between
Customer and the third-party leasing company shall not affect the rights and obligations of, by, and
between Ooma and Customer. - Theft of Equipment or Service: Customer shall notify Ooma
immediately if the Ooma Equipment is stolen or if Customer becomes aware at any time that the
Services are being stolen, fraudulently used, or otherwise used in an unauthorized manner. Failure
to do so in a timely manner may result in the disconnection of the Ooma Equipment and additional
charges to you. Until such time as Ooma receives notice of the theft, fraudulent use, or
unauthorized use, Customer will be liable for all costs and damages (including reasonable
attorneys’ fees) related to the fraudulent or unauthorized use of Ooma Equipment and Services,
whether or not it involves stolen equipment. Ooma reserves all of its rights at law and equity to
proceed against anyone who uses the Equipment illegally or improperly. - Network, Circuit Connection and Equipment. The Services require
the ability to transmit data through third-party networks and carriers, public and private
(“Third-Party Networks”). Customer acknowledges that use of or presence of Third-Party
Networks may require approval of the owners or operators of such Third-Party Networks and will be
subject to any terms and conditions that such Third-Party Networks may establish. Customer
understands that Ooma does not own or control the Third-Party Networks and agrees that Ooma shall
not be responsible or liable for the performance or non-performance of the Third-Party Networks, or
within interconnection points between the Service and the Third-Party Networks. In addition,
Customer understands that any circuit installation charges only include access to the building entry
point. Any additional charges required by the Third-Party Networks to connect the circuits from the
building entry point to the telecommunications room are the responsibility of the Customer.
The Third-Party Network and circuit connections, as well as the Ooma Equipment, are for utilization
by Customer only. Customer may not sell, lease, license, rent or assign access to Third-Party
Networks or any Ooma Equipment without the express written consent of Ooma. Unless otherwise stated
in writing, nothing in this Agreement shall be construed as vesting in Customer an ownership
interest in the Services, including ancillary wires, lines, circuits or any other products or
services provided by Ooma other than Ooma Equipment. - Limited Ooma Equipment Warranty. To the extent Customer
purchases or rents Ooma Equipment, Ooma hereby assigns to Customer, to the extent permitted by the
manufacturer, all manufacturers’ warranties for such Ooma Equipment (the “Limited
Warranty”). Customer must refer to the separate limited warranty documents (if any) provided
with the Ooma Equipment for information on the scope, limitations, and disclaimers of any warranties
and conditions. If any Ooma Equipment does not include a limited warranty from its
manufacturer, that equipment provided “as is.” If Ooma Equipment does not meet the limited warranty
associated therewith, Customer may return such Product to Ooma for replacement equipment. This
Limited Warranty does NOT cover the cost of shipment. Only Customer is authorized to exercise
rights under this paragraph. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDY AND OOMA’S
ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.
- Marketing and Pricing.
- Usage Analysis. Ooma may store, analyze and use, on an aggregate basis, its
customers’ calling destinations and patterns, product and feature usage, online activity, and
other information (i) to customize products or services that Ooma may market to Customer and others;
and (ii) to comply with Laws. Customer also agrees that Ooma may publicly disclose such aggregate
calling information about its customers, including Customer. - E-mail and Postal Marketing. Ooma may, from time to time, send Customer new
product and
feature announcements, marketing materials and promotional offers via e-mail or by post. Customer
may opt-out
of such communication by contacting customer service or as set forth in our Privacy Policy. - Information Accuracy. Ooma attempts to describe its products, services, pricing
and availability as accurately as possible, but does not warrant that all such information on its
website, packaging, brochures, flyers, advertising, email communications and other marketing
materials is correct, up-to-date, and error-free.
- Usage Analysis. Ooma may store, analyze and use, on an aggregate basis, its
-
Customer Support. Ooma will make support available to the Customer via its call
center, which will be available to attempt to resolve technical issues with, and answer questions
regarding, the implementation or use of Services. Such support
shall NOT include, and Ooma shall have no obligation hereunder to perform, any of
the following: (a) on-site support; (b) implementation of any software or hardware; (c) customization of
any End User equipment, such as fax machines, etc.; (d) configuration of any device; (e) dedicated
representative support; or (f) network or third-party equipment support, including any equipment
previously owned by the Customer or used in connection with the Ooma Services other than the Ooma
Equipment.In addition, except with respect to Customers, Ooma Meetings are provided as-is and without support, and
we make no commitment or guarantee, and shall have no obligation relating to: (a) the
availability/unavailability, uptime/downtime, performance, reliability, functionality, or other
operation/inoperation of Ooma Meetings, or (b) the maintenance or continued provision or support of any
particular element, property, feature, functionality, or component thereof. - Additional Terms of Equipment and Service.
- Service Distinction. Important distinctions exist between a
telecommunications service and Ooma’s Equipment and Services, and Ooma’s Equipment and
Services are subject to different regulatory treatment than a telecommunications service. This
treatment may limit or otherwise affect Customer’s rights of redress before regulatory
agencies. - Life Safety or Critical Uses of the Products and Services – Non-AirDial. Customer acknowledges and agrees that the Ooma Equipment and Services, whether standing alone or when interfaced with third-party products or services, are not certified for emergency response. Ooma makes no warranty or representation regarding use of the Ooma Equipment or Services with any third-party product or service. CUSTOMER UNDERSTANDS THAT THE OOMA EQUIPMENT AND SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. FURTHER, CUSTOMER UNDERSTANDS THAT UNDER NO CIRCUMSTANCES WILL OOMA DISPATCH EMERGENCY SERVICES IN THE EVENT OF AN EMERGENCY. CUSTOMER AGREES THAT CUSTOMER WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSE.
- Life Safety or Critical Uses – AirDial. AirDial complies with the following Underwriters’ Lab standards: (i) UL 864 (control units and fire alarms); (ii) UL 2054 (battery safety); and (iii) UL 62368-1 (safety requirements for electrical and electronic equipment). Ooma makes no warranty or representation regarding compliance with any other life safety or critical use standards or requirements, nor its continued compliance with any of the foregoing. In addition, Ooma makes no warranty or representation regarding the use of AirDial Equipment or services with any third-party products or service. CUSTOMER ACKNOWLEDGES THAT THE AIRDIAL EQUIPMENT AND SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. FURTHER, CUSTOMER ACKNOWLEDGES THAT UNDER NO CIRCUMSTANCES WILL OOMA DISPATCH EMERGENCY SERVICES IN THE EVENT OF AN EMERGENCY. CUSTOMER AGREES THAT CUSTOMER WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICALPURPOSES.
- HIPAA. Customer acknowledges and agrees that the use of the Services are not designed, intended, or recommended for use as a repository or means by which to store “protected health information,” as defined under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and similar legislation in other jurisdictions, and the regulations promulgated pursuant thereto (such laws and regulations, “HIPAA”; such information, “PHI”) on a non-temporary basis, and Customer represents and warrants that neither the Services nor any ancillary product or service that is a part thereof will be used for such purpose, unless and to the extent specifically set forth in a separate written agreement signed by Customer and Ooma. OOMA SPECIFICALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICES, THE ACCOUNT(S), OR THE OOMA EQUIPMENT (OR THE USE OF ANY OF THE FOREGOING BY ANY PARTY) COMPLIES OR WILL COMPLY WITH HIPAA OR ANY OTHER LAW OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA OR ANY OTHER LAW, UNLESS AND TO THE EXTENT SPECIFICALLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT SIGNED BY CUSTOMER AND OOMA.
- Third Party Service Providers. Subject to the terms and limitation of this Agreement, the Ooma Equipment, if capable, may be used with services and products from third party providers where available and pursuant to any terms or limitations that such providers may require as a condition of providing such services and/or products. You understand and agree that you have no contractual relationship with any third party provider to Ooma and that you are not a third party beneficiary of any agreement between Ooma and any such third party provider. In addition, you expressly understand and agree that any such third party provider makes no representations or warranties regarding the services or products provided by such provider, nor any Equipment or Services, and shall have no legal, equitable, or other liability of any kind to you.
-
Reliability of Services. Customer acknowledges that the Services,
including remote access and mobile notifications, are not error-free or 100% reliable and 100%
available. Proper functioning of the Services relies and is dependent on, among other things,
the transmission of data through Customer’s Wi-Fi® network, enabled wireless device (such as
a phone or tablet) and broadband internet access, or optional cellular backup service, for which
neither Ooma nor any wireless or data carrier is responsible, and may be interrupted, delayed,
refused, or otherwise limited for a variety of reasons, including insufficient coverage, power
outages, termination of service and access, environmental conditions, interference, non-payment
of applicable fees and charges, unavailability of radio frequency channels, system capacity,
upgrades, repairs or relocations, and priority access by emergency responders in the event of a
disaster or emergency (collectively, “Service Interruptions”). Customer understands that Service
Interruptions may result in the Services being unreliable or unavailable for the duration of the
Service Interruption. Ooma cannot and does not guarantee that Customer will receive
notifications within any given time, or at all.In addition, you acknowledge and agree that although the Airdial Service may be used to support
elevator lines and fire/alarm/life safety lines, limitations may apply and be encountered at
certain deployment areas and service applications. In particular, our wireless devices such as
Ooma AirDial that depend on radio transmissions will not function when they are not in range of
the required radio signal. Even within the appropriate service area, the availability and
quality of your Service may be affected by factors beyond our control, such as network capacity,
terrain, surrounding structures and weather. -
Privacy & Security. The Services use the public internet, Third-Party
Networks, and inside wiring in customers’ premises to transmit communications. Ooma has
engineered the Ooma Equipment and Services using commercially reasonable efforts to minimize the
risk of any loss in privacy when using such systems. Customer acknowledges, however, that Ooma
cannot guarantee that Customer’s communications are completely secure. Ooma respects your
privacy and treats the content of all communications as private, except as may be required by
Law.The safety and security of your personal information, Content and Ooma Meeting IDs also depend on
you. It is your responsibility to protect the security of your login information, Content and
Ooma Meeting IDs (including associated passwords).Please refer to the Privacy Policy on our web site our Privacy Policy for additional
information. - International Usage. The Ooma Equipment and Services have been
designed to support installation and use in the U.S. with a U.S. high-speed Internet service
provider. Ooma currently only provides U.S. phone numbers and cannot guarantee installation,
performance, or use of Ooma Equipment and Service outside the U.S. If Customer chooses to install
and use Ooma Equipment and Services outside of the United States, Customer will be solely
responsible for any violation of any Laws, such as export laws, tax laws, tariff agreements, U.S. or
foreign regulatory rules, U.S. or local laws, or violation of your high-speed internet
provider’s terms of service. Customer will also be accountable for payment of any taxes, fees,
penalties, and/or surcharges associated with use of the Ooma Equipment and Services outside of the
United States. Ooma reserves the right to suspend Service to any non-U.S. based system at any time. -
Voice-to-Text Limitations. Some Ooma Services provide a function that
allows voicemails to be converted to text. Customer understands and agrees that this
voice-to-text conversion may not be accurate, and Customer is responsible for listening to the
original voicemail to verify the accuracy of the conversion. Certain Services utilize
human-aided conversions and, as a result, the privacy of messages and their content cannot be
guaranteed. Customer hereby releases all claims against Ooma and its third-party providers with
respect to the voice-to-text service.In addition, the Host and any Participant can choose to transcribe meetings held via Ooma
Meetings using a third-party service, which transcription will be made available via a private
website link that will be made available only to the Host and the Participants of that
particular meeting. However, meeting audio may not be completely or accurately transcribed. Some
common limitations include poor quality or unrecognizable audio content, multiple speakers, use
of uncommon words, phrases or industry-specific terminology, and accent of speaker. Ooma is not
responsible for and makes no representation as to the accuracy of any transcription, and
expressly disclaims any and all liability with respect to transcriptions. - May Not Support x11 Calling. The Ooma Equipment, if not
connected to a landline, may not support 311, 511 and/or other x11 services in one or more (or all)
service areas (other than certain specified dialing such as 911 and 411, which are provided for
elsewhere in this Agreement, and 711, which is used to access telecommunications relay services). To
keep all of these services, please have your Equipment, if your Equipment is capable of doing so,
connected to a landline. - No 0+ or Operator Assisted Calling. The Equipment, if not
connected to a landline, does not support 0+ or operator assisted calling (including, without
limitation, collect calls, third party billing calls, 900 or calling card calls). - Third-Party Products and Services. Ooma assumes no obligation
to provide support services for any third party products or services, or for problems with Ooma
Services caused by third party products or services. -
Ooma Meetings. Ooma Meetings, which enables Hosts to schedule and start
meetings via videoconference and to allow Participants to join such meetings.You agree that you are solely responsible for the Content you send or transmit, display or upload
using Ooma Meetings and for compliance with all laws pertaining to the Content, including, but
not limited to, laws requiring you to obtain the consent of a third party to use the Content and
to provide appropriate notices of third party rights. You represent and warrant that you have
the right to upload the Content to Ooma Meetings and that such use does not violate or infringe
on any rights of any third party. Under no circumstances will Ooma be liable in any way for any
(a) Content that is transmitted or viewed while using the Ooma Meetings, (b) errors or omissions
in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access
to, or denial of access to Content or Ooma Meetings. Although we are not responsible for any
Content, we may delete any Content at our sole discretion, at any time without notice. You
retain copyright and any other rights you already hold in Content which you submit, post or
display on or through, Ooma Meetings.You are responsible for the activities of all Hosts and Participants who access or use Ooma
Meetings, including maintaining the security of Ooma Meeting IDs and setting associated Ooma
Meeting passwords to prevent unauthorized Participants from joining a conference, through your
account and you agree to ensure that any such user will comply with the terms of this Agreement
and any applicable Ooma policies (including, but not limited to, Ooma’s Privacy Policy). We may
(but are not required to) investigate any complaints and alleged violations that come to our
attention and may take any (or no) action that we believe is appropriate at our sole discretion,
including, but not limited to issuing warnings, removing the Content or Ooma Meetings, or
terminating accounts and/or user profiles. -
AirDial Service. Subject to the terms and limitations in this Agreement and payment of applicable service charges, taxes and fees, purchase or rental of certain Ooma Equipment provides you with and/or enables you to subscribe to AirDial Service. AirDial Service makes use of multiple concurrent call paths on the service platform for each AirDial device. Each concurrent call path represents the number of simultaneous calls, inbound or outbound, that an individual AirDial Service can complete. You may not subscribe to AirDial Service for personal or household use or if you are eligible to participate in any Universal Service Fund program (i.e., E-Rate, Rural Health Care, or other programs). You must meet one of the following requirements of an active, valid business in order to subscribe to AirDial Service: (i) have a Federal tax ID registered with the IRS (for clarity, a social security number is not considered a registered Federal tax ID for purposes herein); or (ii) be a sole proprietor listed in Dunn & Bradstreet (or similar business listing agency).
AirDial Service is subject to our user guidelines and policies, as applicable (see Section 5 –
User Guidelines and Policies). Any and all references on Ooma packaging, in sponsored
advertising, on the Ooma website, in third party marketing materials and/or in any other context
or location that refer to the provision of “free” calling and/or “service for life” and/or
“unlimited” service and/or “free home phone service” shall be narrowly construed as providing
the customer with the ability to make calls within the United States within reasonable limits up
to the life of the equipment, and are subject to the requirements of any minimum initial term
contained in the related service agreement, acceptable usage limitations and the terms and
limitations of this Agreement including those pertaining to Service charges, billing and payment
set forth in Section 3 of this Agreement. Our AirDial Service and Equipment may allow you to
access Content or send Content elsewhere. We have no control over the Content that you access on
your Equipment. You are solely responsible for evaluating the Content accessed by you or anyone
through your Equipment or AirDial Service. Content may be (i) unreliable or inaccurate; (ii)
offensive, indecent, or objectionable; and/or (iii) unsuitable for children or minors. Content
from third parties may harm your Equipment or its software. We are not responsible for any
Content, any damage caused by any Content that you access through your AirDial Service, or that
you load onto your Ooma Equipment. Content stored on any Ooma Equipment, transmitted over
third-party networks, or stored by Ooma may be deleted, modified, or damaged. You are solely
responsible for ensuring that your use and operation of the AirDial Service and Equipment meet
any applicable regulatory requirements, including but not limited to those applicable to fire
panels. - New Versions of Software. Ooma has no obligation to, but may at its sole
discretion, provide fixes, updates or upgrades to its firmware, software or applications. Ooma may
change the software, applications or programming of your Ooma Equipment remotely, without notice. - SIM Cards. By activating the SIM card we provide you in connection with any Ooma Service, you agree we or the applicable third-party provider own the intellectual property and software on the SIM card, that we may change the software or other data on the SIM card remotely and without notice, and we may utilize capacity in the SIM card for administrative, network, business and/or commercial purposes. You will comply with all terms and conditions governing your use of third-party provider software (including those set forth at https://tealcom.io/privacy-policy/, if applicable).
- Data. Ooma may throttle data speeds to manage overall data usage. Overage charges may apply for excessive data use.
- Service Distinction. Important distinctions exist between a
- EMERGENCY 911 SERVICES
- Customer acknowledges and understands that it is Customer’s
responsibility to determine the technology or combination of technologies best suited to meet
Customer’s emergency calling needs and to make necessary provisions for access to
emergency calling services (such as maintaining a conventional landline phone or wireless phone
as a backup means of completing emergency calls). - Emergency Services – 911 Calling
- Non-Availability of Traditional 911 or E911 Calling Service. Ooma E911
Service (the “E911 Service”) is a mandatory component of the Services and is
only available in certain areas. Most Customers have access to either Basic 911
Service or Enhanced 911 Service, as defined in subsection 12(b)ii.1. The E911
Service enables Customers to communicate with emergency services by dialing 911. However,
the E911 Service is different in important ways from traditional landline 911 and
cellular/wireless 911, depending upon where Customer is located and the device used with the
Services. Customer agrees to notify any user or potential user of the Services who may place
calls using Customer’s Services of the 911 limitations described herein. Customer
agrees to place a label on and/or near each telephone or other Customer Equipment on which
the Services may be utilized regarding the limitations or unavailability of 911 emergency
dialing. - Description of Emergency Dialing Capabilities.
- How it Works. When a Customer dials 911 from a device connected
to or used with the Services (a “Ooma device”), the Ooma phone number
and the registered address Customer has provided to Ooma is sent to the local
emergency center serving the location of your registered address to enable emergency
operators to send help and to call the Customer back, if necessary (“Enhanced
911 Service”). In some areas, emergency operators have access to this
information; however, in areas where only basic 911 service is available, the
emergency operator answering the call may not be able to see your Ooma telephone
number or your registered address. Customers in locations in which the emergency
center is not equipped to receive the Customer’s telephone number and/or
address have what is called “Basic 911 Service.” Customer should always
be prepared to provide the emergency operator with Customer’s telephone number
and location. Until the Customer gives the requisite call back and location
information to the emergency operator, the emergency operator may not be able to
dispatch help or return the Customer’s call. This is especially the case if
the call is not completed or forwarded, is dropped or disconnected, or if the
Customer is unable to speak. As local emergency centers become capable of receiving
Customer’s address and call back information, Ooma will automatically upgrade
customers with Basic 911 service to Enhanced 911 Service. Ooma will not provide
notice of the upgrade. Ooma does not control whether or not the emergency operator
receives Customer’s telephone number and address. - No Access to Enhanced or Basic 911 Service. Certain Customers do
not have access to either Enhanced 911 Service or Basic 911 Service. If Customer
does not have access to Enhanced 911 Service or Basic 911 Service, the
Customer’s emergency call will be sent to a national emergency call center. In
such case, an agent at the emergency call center will ask the Customer for his/her
name, telephone number and location and will then contact the local emergency center
for such location in order to send help. Examples of situations where 911 calls will
be sent to the national emergency call center include when there is a problem
validating a Customer’s address, the Customer is identified with an
international location, or the Customer is located in an area that is not covered by
the 911 network. Until Customer gives the agent Customer’s telephone number
and location, he/she may not be able to call Customer back or dispatch help to
Customer’s location if the call is dropped or disconnected. - Desktop or Softphone App 911 Calls. EMERGENCY CALLS CANNOT BE
PLACED THROUGH SOFTPHONES THAT ARE NOT 911-ENABLED. If Customer uses a Desktop or
Softphone app, 911 calls will be routed to the local emergency center serving the
911 location that is associated with the Desktop or Softphone app. Therefore, if
Customer is using the Desktop or Softphone app in a nomadic manner (e.g., from a
hotel, from a home office, etc.), the Customer must update the 911 location on an
ongoing basis to ensure that 911 calls will be sent to the appropriate local
emergency center that serves the then current Customer location. - E911 Service Fees. Customers are required to subscribe to the
E911 Service and will be subject to monthly, government-imposed fees (the
“E911 Service Fees”), which are in addition to any applicable state 911
tax based on Customer’s service address and in addition to the applicable
Service Fees for the associated line(s). If the E911 Service Fees are not paid, the
emergency communications district in Customer’s jurisdiction may seek to
collect such amounts from Customer directly. Ooma does not profit from
Customer’s E911 Service and the E911 Service Fees collected are turned over to
the appropriate government authority pursuant to their requirements. Ooma reserves
the right to adjust the E911 Service Fees associated with the provision of the E911
Service to reflect increases or decreases in the costs it incurs in providing the
E911 Service.
- How it Works. When a Customer dials 911 from a device connected
- Non-Availability of Traditional 911 or E911 Calling Service. Ooma E911
- Registered Location.
- Registered Location Required. Upon creation of the Customer account, Ooma initially assigns all extensions and Ooma devices to the physical street address on file for the Customer. Prior to activation of the Services, Customer shall: (i) register with Ooma all additional 911 locations where the Services are to be used, as necessary; and (ii) assign each Ooma device to one of the registered 911 locations. In some cases, one extension may have multiple Ooma devices, and each such Ooma device needs to be assigned a 911 location. Failure to register a 911 location may result in the suspension or termination of your Services. Customer may register multiple 911 locations per account and assign all active extensions and Ooma devices to such 911 locations. Individual End Users may assign and re-assign their current location(s) on an as-needed basis. Customer agrees to ensure that the physical location(s) provided to Ooma are correct, and to immediately update such location(s) whenever the physical location(s) of the Ooma devices change. Customer agrees and understands it is Customer’s responsibility to instruct each End User to notify Customer each time such User changes its location and remind each End User to do so at least once per month. If an Ooma device will be used in a different or new location, Customer must create and/or register the location for the Ooma device. You will be liable for any charges or fees incurred by Ooma which arise out of or relate to your failure to provide 911 locations which accurately reflect the then-current physical location of your Ooma devices and/or where each user account is utilized from, as applicable. If Customer does not register the new location, any 911 call made from the Ooma device may be sent to an emergency center near the prior, registered location. In most cases, the registration process occurs in real-time. In some cases, the registration will be referred to a 911 provider for validation, which could take days. Customer (i) acknowledges and understands that any location information passed to emergency personnel by Ooma will be based upon the physical location information provided by the Customer, and (ii) agrees to promptly assist Ooma in validating a 911 location address that has been rejected by the 911 provider. Customer will receive a confirmation email when the 911 location has been validated for: (i) the initial registered location; and (ii) for any subsequent locations submitted by Customer. If Ooma is unable to validate the address Customer provides during the registration process, Ooma may terminate Customer’s account.
- Use of Service Outside United States or Canada. Customer acknowledges
that if a user of the Services calls 911 from outside the United States or Canada, the user
may be instructed to hang up and call their local service provider. Customer shall notify
all users (i.e., business colleagues, employees, guests and other persons who may be present
at the physical location where Customer uses the Services) that 911 may not be available
outside the United States and Canada and that 911 service may be limited in comparison to
traditional 911 service. For clarity, 911 service is available only in the 50 United States,
the District of Columbia, and Canada, and is not provided in any US territory or in other
international locations. - Failure to Designate and Identify the Correct Physical Address.
Customer’s failure to provide and keep current Customer’s correct physical
location(s) may result in any 911 call or other emergency communication made by Customer or
from Customer’s actual location (if different from the location previously supplied to
Ooma by Customer) being routed to the incorrect local emergency service provider. Most post
office box addresses are not eligible as a validated 911 location. Customer’s physical
location(s) may NOT be a mail drop or similar address. If Customer dials 911 before
Customer’s registered location has been entered in the emergency operator’s
database, Customer’s call will be routed to a national emergency call
center. Customer acknowledges that Ooma’s only mechanism for routing 911
calls to the correct emergency call taker is the physical location currently registered
for Customer’s account. Customer acknowledges and understands that any enhanced
location information passed to an emergency operator by Ooma will be based upon the
physical location provided to Ooma by Customer. In the event the physical location has
not been updated or is not complete, Ooma may attempt to route a 911 call based upon the
bill to or ship to address associated with Customer’s account or initial
order. - Mobile Applications. 911 emergency calls cannot be made from any Ooma
mobile application (each a “Mobile App”). Any Mobile App is not a replacement for your
cellular service. TO ENSURE PROPER CALL ROUTING, WHEN MAKING 911 CALLS WITH YOUR MOBILE
DEVICE, YOU SHOULD MAKE SUCH CALLS USING YOUR CELLULAR CONNECTION AND NETWORK THROUGH YOUR
CELLULAR PROVIDER.
- Service Outage
-
Power Failure or Disruption. Emergency dialing will not function in the
event of a broadband, power or ISP Service failure or disruption. If there is an
interruption in the power supply, a power surge or a power failure, the Services and
emergency dialing will not function until power is restored. A power failure, power
surge or
power disruption may require Customer to reset or reconfigure equipment prior to using
the
Services or being able to make emergency 911 calls.YOU ARE RESPONSIBLE FOR PROVIDING UNINTERRUPTED AC POWER TO THE EQUIPMENT. ANY POWER
INTERRUPTION MAY RESULT IN A LOSS OF SERVICE INCLUDING 911 SERVICE AND SIMILAR EMERGENCY
SERVICES. THEREFORE, YOU MUST ENSURE AVAILABILITY OF BACKUP POWER FOR THE EQUIPMENT OR
ALTERNATIVE 911 SERVICE NOT DEPENDENT ON AVAILABILITY OF AC POWER TO ENABLE PROPER
FUNCTION. - Service Suspension or Termination by Ooma. A Services outage or
suspension (including, without limitation, suspension of Services due to billing issues or
delinquent or unpaid invoices) or termination of Services by Ooma will prevent ALL calls
from being made through the Services, including the ability to make emergency 911 calls. - Other Service Outages. If there is a Services outage for ANY reason,
such outage will prevent ALL calls from being made through the Services, including the
ability to make emergency 911 calls. Such outage may occur for a variety of reasons,
including, without limitation, those reasons described elsewhere in this E911 Notice or the
Agreement.
-
- Automated Number Identification. Due to limitations at public-safety answering
points (“PSAP(s)”), it may not be possible for the PSAP and the local emergency
personnel to identify Customer’s telephone number (or the number assigned by Ooma) when
Customer dials 911 via the Services. PSAP and emergency personnel may be unable to identify
Customer’s telephone number in order to call Customer back in the event that an emergency call
is unable to be completed, is dropped or disconnected, or if a caller is unable to speak to provide
the telephone number from which the caller is calling, and/or if the Services is not operational for
any reason including, without limitation, the reasons and situations listed elsewhere in this E911
Notice or the Agreement. - Automated Location Identification. Due to limitations at PSAPs, it may not be
possible to transmit identification of the Customer physical location address to the PSAP and local
emergency personnel for Customer’s area when Customer or any caller at Customer’s
premises dials 911. A caller must state the nature of the emergency promptly and clearly, including
the caller’s specific physical location, as PSAP and emergency personnel may NOT have this
information. PSAP and emergency personnel may not be able to find a caller’s location if the
call is unable to be completed, is dropped, or disconnected, or if the caller is unable to speak to
provide the location from which the caller is calling and/or if the Services are not operational for
any reason including, without limitation, those reasons and situations listed elsewhere in this E911
Notice or the Agreement. - Disclaimers; Limitation of Liability.
YOU ACKNOWLEDGE THAT OUR 911 SERVICE
WILL NOT FUNCTION IN THE EVENT OF (I) AN INTERNET SERVICE OUTAGE, (II) AN ELECTRICAL POWER
FAILURE THAT EXCEEDS ANY BATTERY BACKUP CAPABILITY, (III) A TEMPORARY BLOCK OR SUSPENSION OF
YOUR SERVICE OR (IV) A SERVICE OUTAGE FOR ANY OTHER REASON. YOU ARE SOLELY RESPONSIBLE FOR
ENSURING THAT YOUR USE OF THE EQUIPMENT AND SERVICE MEETS ANY APPLICABLE REGULATORY
REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THOSE APPLICABLE TO FIRE PANELS. OOMA SPECIFICALLY
DISCLAIMS ANY AND ALL
LIABILITY ASSOCIATED WITH ANY FAILURE OF THE SERVICES, OR LACK OF AVAILABILITY TO REACH 911
SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT OOMA WILL HAVE NO LIABILITY WHATSOEVER FOR ANY
SERVICES OUTAGE OR INABILITY TO COMPLETE EMERGENCY 911 CALLS FROM ANY OOMA DEVICE, CUSTOMER LINE
OR CUSTOMER PREMISES OR TO ACCESS EMERGENCY SERVICE PERSONNEL, OR IN THE EVENT THAT CUSTOMER OR
ANY OTHER CALLER FROM CUSTOMER’S EQUIPMENT IS UNABLE TO PLACE, OR COMPLETE, A CALL TO 911
OR E911 SERVICES, OR IN THE EVENT THAT EMERGENCY RESPONDERS DO NOT RESPOND, OR DO NOT RESPOND TO
THE LOCATION AT WHICH THE EQUIPMENT, CUSTOMER, OR CALLER IS PHYSICALLY PRESENT OR REQUIRE SUCH
SERVICES. IN NO EVENT SHALL OOMA BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL,
INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES RELATED TO CUSTOMER’S (OR
ANY CUSTOMER EMPLOYEE, AGENT, CONTRACTOR, OR THIRD PARTY OR USER OF THE SERVICES) USE OF OR
INABILITY TO USE E911 SERVICE. UNDER NO CIRCUMSTANCES WHATSOEVER WILL OOMA HAVE ANY LIABILITY
ASSOCIATED WITH 911 OR E911 SERVICES, INCLUDING, AND WITHOUT LIMITATION, IN THE EVENT OF: A)
LOSS OF ELECTRICAL POWER; B) LOSS OF INTERNET CONNECTIVITY; C) DEFECTIVE OR MISCONFIGURED
EQUIPMENT; D) NETWORK CONGESTION; E) DELAYS ASSOCIATED WITH UPDATING REGISTERED SERVICE
LOCATION; F) RESTRICTIONS CREATED BY NONVOICE EQUIPMENT; G) RELOCATED EQUIPMENT, INCLUDING
OUTSIDE OF THE UNITED STATES OR CANADA; H) THE SIMULTANEOUS USE OF ONE LINE WITH MULTIPLE PIECES
OF EQUIPMENT; I) FAILURE OF EMERGENCY RESPONSE CENTERS TO ANSWER A 911 CALL; J) FAILURES OF ANY
THIRD PARTIES THAT ARE RESPONSIBLE FOR ROUTING 911 CALLS; K) THE USE OF NONNATIVE TELEPHONE
NUMBERS; L) FAILURE OF ANY EMERGENCY SERVICE PERSONNEL TO CALL BACK DIRECTLY TO THE NUMBER FROM
WHICH A 911 CALL WAS MADE OR FAILURE OF EQUIPMENT TO RECEIVE CALLBACKS FROM EMERGENCY SERVICE
PERSONNEL; or M) ANY FORCE MAJEURE EVENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATION
OF OOMA’S LIABILITY IS A MATERIAL TERM TO THE AGREEMENT, AND THAT IT WOULD NOT OTHERWISE
ENTER INTO THE AGREEMENT WITHOUT THIS LIMITATION, AND THAT CUSTOMER AGREES THAT THESE
LIMITATIONS ARE REASONABLE.BY USING THE SERVICES AND/OR OOMA EQUIPMENT, CUSTOMER ACKNOWLEDGES THE LIMITATIONS OF OOMA E911
SERVICE AS DESCRIBED IN THIS SECTION 12. CUSTOMER AGREES AND ACKNOWLEDGES THAT WHILE MOST OOMA
SERVICES OFFER ACCESS TO E911 SERVICE, OTHERS MAY NOT. CUSTOMER IS ADVISED TO THOROUGHLY READ
AND UNDERSTAND THE E911 DISCLOSURE AND THE OPTIONS AVAILABLE. CUSTOMER ACKNOWLEDGES THAT IT HAS
RECEIVED THIS E911 DISCLOSURE AND HAS READ, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS
OF THE E911 DISCLOSURE, AND ASSUMES THE RISKS ASSOCIATED WITH THE OOMA E911 SERVICE LIMITATIONS. - Emergency Calling Indemnification. Customer shall protect, defend, indemnify,
and hold harmless Ooma and its officers, directors, employees, affiliates, contractors and agents
and any other service provider that furnishes services to Customer in connection with the Services,
from and against any and all claims, lawsuits, losses, damages, liability, fines, penalties, costs
and expenses, including, without limitation, attorneys’ fees and costs, arising from or
related to any absence, failure or outage of the Services, including, without limitation, emergency
911 calling and/or inability of Customer or any Customer employee, third person or party, or user of
the Services, to be able to call 911 or to access emergency service personnel.
- Customer acknowledges and understands that it is Customer’s
- Indemnification
- Ooma’s Indemnification of Customer.Except as otherwise set
forth herein, Ooma agrees to defend, indemnify and hold harmless Customer against any losses,
damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees)
(“Losses”) arising out of or related to any third-party claim alleging: (i) any harm to any person
resulting in the personal injury or death of any person or in damage to or loss of any tangible
property located at Customer’s premises that results from any grossly negligent or willful acts or
omissions of Ooma; or (ii) material violation of any applicable Law by Ooma. - Customer’s Indemnification of Ooma. Customer agrees to defend,
indemnify and hold harmless Ooma and its officers, directors, employees, affiliates, agents, assigns
and any other service providers who furnish services to Ooma or Customer in connection with the use
of the Ooma Equipment and Services against any Losses arising out of or related to any third-party
claim alleging: (i) any act, error, omission, fault, negligence, or misconduct of Customer or any of
Customer’s End Users; (ii) Customer’s breach of this Agreement; (iii) any claim by any employee or
invitee of Customer or Customer’s End Users other than a claim based on the gross negligence or
willful misconduct of Ooma; (iv) any damages relating to, or arising from Customer’s or Customer’s
End User’s use of the Services or Equipment, including the unauthorized or unintended use of the
Services or Equipment and the transmission of any messages, content, images or other information;
(v) any claims for infringement of any IP Rights arising from or in connection with the Customer’s
or Customer’s End User’s use of the Equipment or Services or (vi) violation of any Law by Customer
or Customer’s End Users. - Mutual Provisions.Each party’s indemnity obligations are
subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing
of the claim; (ii) the indemnifier shall have sole control of the defense and all related settlement
negotiations with respect to the claim (provided that the indemnifier may not settle or defend any
claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the
aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary
for the defense of such claim.
- Ooma’s Indemnification of Customer.Except as otherwise set
- Limitation of Liability; Disclaimers
- Except as expressly provided in this Agreement, Customer acknowledges and agrees that
the Services and Ooma Equipment are provided on an “AS IS”, as available basis.
Other than as expressly provided herein, OOMA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY IP
RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY LAW. Ooma does not warrant that the Services or Ooma
Equipment will meet the Customer’s requirements or that the operation of the Services or Ooma
Equipment will be secure, uninterrupted or error-free. Further, Ooma does not warrant that all
errors in the Services or Ooma Equipment can be corrected. - IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS, OR LOST REVENUE. UNDER NO CIRCUMSTANCES WILL OOMA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S OR END USER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN. OOMA IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABLITY FOR, RELATED TO, OR ARISING OUT OF, CUSTOMER’S FAILURE TO (A) ENTER THE CORRECT INFORMATION WHILE PROGRAMMING THE EQUIPMENT, (B) TEST THE FUNCTION AND RANGE OF THE EQUIPMENT AND SERVICES, (C) CHARGE THE EQUIPMENT, IF APPLICABLE, (D) FAILURE TO INSTALL, CONFIGURE, MAINTAIN OR OPERATE THE EQUIPMENT IN COMPLIANCE WITH APPLICABLE REGULATORY OR LEGAL REQUIREMENTS, (E) PROVIDE BACKUP POWER, INTERNET OR CELLULAR SERVICE, OR (F) UNINTENDED USE OF THE EQUIPMENT OR SERVICES AS WE DETERMINE IN OUR SOLE DISCRETION. OOMA SHALL HAVE NO LIABLITY WHATSOEVER FOR ANY DAMAGES RESULTING FROM FORCE MAJEURE EVENTS; LOSS OF POWER TO CUSTOMER; INSTALLATION WORK PERFORMED BY CUSTOMER OR THIRD PARTIES; OR ANY ACT OR OMISSION BY CUSTOMER OR ANY PERSON USING THE EQUIPMENT OR SERVICES PROVIDED TO CUSTOMER; EQUIPMENT, NETWORK OR FACILITY FAILURE; AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR, OR OTHER THIRD PARTY, INCLUDING BLOCKING OF PORTS BY CUSTOMER’S INTERNET SERVICE PROVIDER OR OTHER IMPEDIMENT TO THE USE OF THE EQUIPMENT OR SERVICES CAUSED BY ANY THIRD PARTY; OR ANY OTHER CAUSE THAT IS BEYOND OOMA’S REASONABLE CONTROL. OOMA’S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER, INCLUDING ACTS OR OMISSIONS RELATED TO THE SERVICES OR 911 DIALING, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO OOMA. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation set forth in this section may not apply to Customer. However, and notwithstanding the provisions of this section, the parties agree that neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entry into this Agreement. No action against either party arising out of this Agreement may be brought by the other party more than one year after the cause of action has arisen.
- Except as expressly provided in this Agreement, Customer acknowledges and agrees that
- Governing Law. This Agreement and the relationship between Ooma and
Customer are governed by the laws of the state of California without regard to its conflict of law
provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason
consistent with Section 16, such action shall only be brought in a court of competent jurisdiction in Santa
Clara County and Customer submits to the personal and exclusive jurisdiction of the courts located within
the state of California and waives any objection as to venue or inconvenient forum. - Mandatory Binding Arbitration; Waiver of Jury Trial. READ THIS SECTION
CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH
CUSTOMER CAN SEEK RELIEF FROM OOMA. Any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this agreement to arbitrate, shall be determined by
arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered
by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited
Procedures in those Rules. Each party will be responsible for paying any JAMS filing, administrative and
arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of
arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Judgment
on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Customer and
Ooma further agree that each may bring suit in court to enjoin a breach of confidentiality or infringement
or other misuse of IP Rights. Notwithstanding anything to the contrary in the Agreement, Ooma may seek
injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual
or alleged breach of confidentiality or infringement of Ooma’s or any other person or entity’s IP or
proprietary Rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION
OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS OOMA AGREES
OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. CUSTOMER AGREES THAT, BY
ENTERING INTO THIS AGREEMENT, CUSTOMER AND OOMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO
PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE
PROCEEDING OF ANY KIND. - Export Controls. Customer will comply fully with all relevant import and export laws, conventions, and regulations, including, but not limited to, the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security (the “U.S. Export Controls”). Without limiting the generality of the foregoing, Customer expressly agrees to not export, directly or indirectly, re-export, divert, distribute, transmit, or transfer any portion of the Equipment or Services or any direct product or technical data thereof to any destination, company, or person restricted or prohibited by U.S. Export Controls. Customer further represents and warrants that Customer (or if acting on behalf of a business, the business and its officers, directors and shareholders) are not listed on any Specially Designated Nationals or other denied parties list issued by any agency of the U.S. Government.
- Copyright Infringement; Digital Millennium Copyright Act (DMCA)
Notice. Materials may be made available via the use of the Equipment
and Services by third parties not within Ooma’s control. Ooma is under no obligation to, and does not,
review content posted, published, or broadcast through the Services for illegal or impermissible content.
However, Ooma respects the copyright interests of others. It is Ooma’s policy not to permit materials
known by it to infringe another party’s copyright to be posted, published, or otherwise broadcast
through our Services. If Customer believes any of the materials that Ooma knowingly posts, publishes, or
broadcasts infringes a copyright, Customer should provide Ooma with written notice that, at a minimum,
contains: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been
infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a
representative list of such works at that site; (c) identification of the material that is claimed to be
infringing, or to be the subject of infringing activity, that is to be removed or disabled, and information
reasonably sufficient to permit Ooma to locate the material; (d) information reasonably sufficient to permit
Ooma to contact the complaining party, such as an address, telephone number, and, if available, an
electronic mail address at which the complaining party may be contacted; (e) a statement that the
complaining party has a good faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the
notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on
behalf of the owner of an exclusive right that is allegedly infringed. All DMCA notices should be sent to
Ooma’s designated agent as follows: Ooma Legal Department, 525 Almanor Ave., Suite 200, Sunnyvale, CA
94085. - TCPA Consent & Privacy.
Customer expressly consents to be contacted by Ooma, its agents, representatives, affiliates, third-party providers, or anyone contacting Customer on Ooma’s behalf for any and all purposes arising out of or relating to Customer’s Services, at any telephone number, or physical or electronic address Customer provides. Ooma may contact Customer in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and emails, calls and messages delivered using an automatic emailing system, automatic telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text or email. Customer certifies, warrants and represents that the telephone numbers and physical and electronic addresses that Customer has provided to Ooma are correct. Customer represents that it is permitted to receive calls at each of the telephone numbers it has provided. Customer agrees to promptly alert Ooma whenever it stops using or changes a particular telephone number or physical or electronic address. Customer’s cellular or mobile telephone provider will charge Customer according to the type of plan it carries.
Ooma may listen to and/or record phone calls between Customer and Ooma representatives without notice to you as permitted by applicable Law. For example, Ooma listens to and records calls for training and quality monitoring purposes.
Ooma may provide third-party providers with information related to Customer’s account, including without limitation Customer’s name, phone number, physical and electronic address, rate plan information, and other customer proprietary network information (“CPNI”) in order for such third-party providers to (i) provide certain of the Services to you, (ii) contact you with respect to the Services, including customer satisfaction surveys, (iii) investigate abuse, fraud, illegal activity, or program compliance, and (iv) alert you to offers from such third-party providers of additional services, products or offers. CPNI includes information that relates to the quantity, technical configuration, type, destination, location and amount of use of a telecommunications service, You affirmatively consent to and authorize this use of CPNI by Ooma and its third-party providers. You have the right to withhold authorization of this disclosure and use of your CPNI without affecting the provision of any service(s) to which you currently subscribe. Your CPNI authorization is effective until revoked. You may terminate CPNI authorization from Ooma at any time by contacting Ooma customer support and from AT&T by emailing g01886@att.com. You may opt out of marketing communications from AT&T as set forth in AT&T’s privacy policy located at http://about.att.com/sites/privacy_policy.
Customer’s agreement with this Section 19 is not a condition of doing business with Ooma. If
Customer would like to opt-out of this provision, please call contact customer service. - Notices Notices regarding the following may be posted on Ooma’s
website: (a) modifications, impositions or increases to regulations and Regulatory Fees; (b) new or modified
documentation, including but not limited to Ooma’s internal documents and policies; (c) changes to
rates, other than those affecting Customer under this Agreement; and (d) new Services and information. The
changes will become effective and will be deemed accepted by Customer, either immediately for those
Customers who purchase the Services after the updated version is published on Ooma’s website, or for
those having pre-existing accounts, the updated terms will be deemed effective with Customer’s
continued use of the Service. Notices regarding: (v) other terms of this Agreement; (w) internal or
external changes materially impacting Ooma’s ability to do business; (x) breach; (y) termination; or
(z) any other material information required to be in writing, will be in writing and deemed to have been
given if delivered personally, by confirmed email or facsimile, or on the third day after mailing by
first-class, registered or certified mail, postage prepaid to either Party at the addresses provided in the
Order Form or otherwise designated in writing from time to time. - Amendments to the Agreement. Other than as stated above, this Agreement
may only be modified by a written instrument signed by both parties acknowledging that it is an amendment to
this Agreement. - Force Majeure. Neither party will be liable for any failure or delay in
its performance under the Agreement (except for any obligations to make payments to the other party
hereunder), due to any cause beyond its reasonable control, including (but not limited to), acts of nature,
strikes, war, invasion, insurrection, hostilities (whether or not war is declared), riots or other civil
unrest, acts or threats of terrorism, cyber-attack (hacking and DDOS), natural disasters, pandemic,
epidemic, quarantine restriction or state(s) of emergency, any action(s), order, law, regulation or
restriction of any governmental or regulatory body (including, but not limited to, the denial or
cancellation of any necessary license or permit, actions, embargoes or blockades), loss of power to
Customer, installation work performed by Customer or by third parties, or any act or omission by Customer or
any person using the Equipment or Services provided to Customer, equipment, network or facility failure,
shortage, upgrade, relocation or modification; or any act or omission of any underlying carrier, service
provider, vendor, or other third party, including blocking of ports by your high-speed internet service
provider or other impediment to the usage of the Equipment or Services caused by any third party, provided
that the delayed party (a) gives the other party prompt notice of such cause and (b) uses reasonable
commercial efforts to correct promptly such failure or delay in performance. - Assignment. Customer may not assign its rights or delegate its duties
under the Agreement either in whole or in part without the prior written consent of Ooma. If a party
acquires all or substantially all of Customer’s assets as part of a corporate merger or acquisition,
and provided the assignee agrees to be bound by the terms of this Agreement, Customer can update its account
using Ooma’s Service Takeover Authorization Form. This Agreement will bind and inure to the benefit of
each party’s successors and permitted assigns. - Non-Solicitation. During the Term, neither party shall employ, offer
employment to or solicit the employment of any individual employee or independent contractor employed or
engaged by the other party. Nothing herein shall prohibit or prevent either party from soliciting
employees, or former employees of the other party by general solicitations, such as advertising or websites,
not specifically targeted at specific employees of the other party. - No Waiver. No waiver of any provision of this Agreement shall be
effective unless it is in writing, signed by the party against whom it is asserted, and any such waiver
shall only be applicable to the specific instance to which it relates and shall not be deemed to be a
continuing waiver. - Entire Agreement.Ooma and Customer hereby agree and stipulate that this
Agreement, as incorporated into one or more Order Forms, and its attachments and/or addendums, and the
Privacy Policy represent the entire agreement between the parties hereto, and it supersedes all prior
written and/or oral communications that are applicable to Ooma’s provision of Ooma Equipment and/or
Services. If the terms of this Agreement and the Order Form contradict, the Order Form shall supersede and
control. - Severability.In the event any court of competent jurisdiction
determines that any of the terms and conditions of this Agreement are unenforceable or invalid, the validity
and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and full
force and effect shall be given to such remaining provisions. Customer agrees that its purchase of the
Services is neither contingent upon the delivery of any future functionality or features nor dependent upon
any discussions, oral or written, or any public comments made by Ooma with respect to future Services,
functionalities or features.
Exhibit A
Ooma Service Level Agreement
Ooma provides the following service-level agreement (“SLA“) for Customer and its individual End
User Locations:
- Ooma agrees to respond to all SLA-related inquires within the stated time frames, below, 95% of
the time in each calendar month:Contact Hours Urgent Priority Initial Response Medium Priority Initial Response Low Priority Initial Response Monday – Friday, 5 am to 5 pm PT; Saturday, 6am – 2pm PT 1 hour 4 hours 24 hours All other dates/times & holidays 4 hours Next Business Day Next Business Day - In each End User Location where Ooma provides access to the Service, a guarantee of 99.999%
service uptime will be provided accordingly. “End User Location” means any single location where a Customer
End User receives Services. Subject to the following limitations, in any calendar month in which at least
fifteen (15) minutes of downtime occurs at an End User Location, Ooma shall provide credits to the Customer
as shown below (the “Service Credits”).Minutes of downtime Amount of Service Credit 15-30 minutes 1 day credit 31-60 minutes 2 day credit 61-120 minutes 4 day credit 121-240 minutes 6 day credit Over 241 minutes 8 day credit Service downtimes in multiple End User Locations cannot be combined and Service Credits will only be calculated based on the minutes of downtime for each End User Location.
- Service Credits will be applied against future payments due to Ooma. Service Credits will not
entitle Customer to any refund or other payment from Ooma and may not be transferred or applied to any other
account or End User Location or exchanged for, or converted to, monetary compensation. Customer’s sole and
exclusive remedy for any unavailability, non-performance, or failure by Ooma to provide the Services is the
receipt of a Service Credit in accordance with the terms of this Agreement. In order to receive any of the
Service Credits described above, Customer must notify Ooma by email or otherwise in writing within thirty
(30) days from the time Customer becomes eligible to receive the Service Credits. - Service Credits do not apply in the case of performance issues caused by: (i) factors outside
of Ooma’s reasonable control; (ii) any actions or inactions of Customer or any third parties; (iii) Site
electrical and internet outages; or (iv) malfunctioning hardware managed and owned by the Customer, such as
Customer’s Broadband Connection or Broadband Modem. - Ooma cannot guarantee any quality of service using Customer’s Broadband Connection or Broadband
Modem, nor can we monitor the health of the Broadband Modem circuit. Any call quality or Broadband
Connection related issues will not be Ooma’s responsibility, nor does Ooma have the ability to improve the
call quality. Ooma will undertake to provide its own dedicated voice circuits with Ooma provided modems and
routers as quickly as possible, and when available Ooma will migrate the voice services to these circuits,
after which Ooma’s SLA shall apply. Ooma cannot provide any assurances that any Customer-furnished switch
will interoperate properly with Ooma’s equipment. If Ooma cannot successfully utilize Customer-furnished
devices, Ooma will provide a suitable PoE switch that has been certified with the Ooma network, and this
will be done at the Customer’s expense.
©
by Ooma, Inc.