VoIP Terms of Service

These Terms of Service, together with any Activation Agreements, Order Forms, and any addendums or exhibits thereto executed by and between DB Secure Solutions and Customer, which are incorporated herein by reference, constitute the agreement (this “Agreement”) between DB Secure Solutions LLC (“we,” “us,” “DB Secure Solutions,” or “DB Secure Solutions LLC”) and you, the Customer (“you,” “your,” “user,” or “Customer”), for DB Secure Solutions’ business services and any related products or services (the “Services”).

DB SECURE SOLUTIONS OFFERS ITS SERVICES AND EQUIPMENT SOLELY FOR BUSINESS USE, PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. YOU MUST ACCEPT AND COMPLY WITH THESE TERMS OF SERVICE IF YOU PURCHASE OR USE DB SECURE SOLUTIONS’ SERVICES OR EQUIPMENT. BY SIGNING THIS AGREEMENT ELECTRONICALLY, IN WRITING, OR BY USING THE SERVICES OR EQUIPMENT, YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) THE REPRESENTATIVE ACCEPTING THESE TERMS ON BEHALF OF CUSTOMER IS 18 YEARS OF AGE OR OLDER AND HAS THE AUTHORITY TO BIND THE CUSTOMER; AND (II) CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU AND YOUR AUTHORIZED USERS MAY NOT DOWNLOAD, INSTALL, OR USE THE SERVICES OR EQUIPMENT.

1. BASIC DEFINITIONS USED IN THIS AGREEMENT

“Activation Date” means the date on which DB Secure Solutions activates your Service.

“Agreement” means this Terms of Service and any incorporated Activation Agreements, Order Forms, and addendums.

“Authorized Users” means those individuals designated as users by the Customer who are employees or agents of the Customer.

“Customer” means the individual or legal entity with whom DB Secure Solutions has a business relationship and/or who is accessing or using DB Secure Solutions’ Services or Equipment.

“Customer Premise Equipment” means any telephone or other service provider equipment located on the Customer’s premises rather than on DB Secure Solutions’ premises or in between.

“Device” means a telephone or communication device used with the Service, such as an IP phone.

“Equipment” means any devices provided by or used with DB Secure Solutions’ Services, including but not limited to IP phones, multimedia terminal adapters, analog telephone adapters, switches, routers, or any other IP connection devices.

“Parties” means DB Secure Solutions and Customer collectively.

“Retail Customer” means a Customer who purchased equipment from a dealer, retail store, or other provider not affiliated with DB Secure Solutions.

“Softphone” means a software-based phone used to make calls over the Internet from a general-purpose computer.

“Subscriber” means a Customer.

“Virtual Number” means a telephone number that is not directly associated with a physical telephone line.

“VoIP Service” or “Service” refers to the fully unified communications solution provided by DB Secure Solutions to Customer, including but not limited to voice over IP (VoIP) and related products.

“You,” “your,” and “yours” refer to the Customer and all Authorized Users using the DB Secure Solutions Services and Equipment.

2. EMERGENCY SERVICES – 911 DIALING

2.1 Non-Availability of Traditional 911 or E911 Dialing Service.
The VoIP Service does not support traditional 911 or E911 access to emergency services in all locations. Where traditional 911 or E911 access is not available, DB Secure Solutions offers a feature known as “911 Dialing,” a limited emergency calling service available only on DB Secure Solutions certified Equipment. This feature may not work when used with Softphones, mobile apps, Virtual Numbers, or Subscriber-provided Customer Premise Equipment.
IMPORTANT: The 911 Dialing feature is not automatic. You must separately register the physical address where you will use the Service for each phone number obtained to activate this feature. You must inform all household residents, guests, and others present at the physical location of the non-availability and limitations of this service compared to traditional 911 or E911.

2.2 Registration of Physical Location Required.
You must register with DB Secure Solutions the physical location where you will use the VoIP Service for each phone number. If you move the Device, you must update your registration. Failure to do so may result in misrouted 911 calls.

2.3 Confirmation of Activation Required.
The 911 Dialing feature will not be activated for any phone line until you receive a confirmation email from DB Secure Solutions.

2.4 How Emergency Personnel Are Contacted.
A third party routes your 911 call to the nearest emergency response center based on your registered address. Since the operator may not have your location or phone number, you must provide that information during the call.

2.5 Service Outages.
(a) Power Outage: 911 Dialing will not function during a power outage; device reset/reconfiguration may be required afterward.
(b) Internet Outage: Loss of broadband or ISP service disables all VoIP services, including 911 Dialing.
(c) Account Suspension: Suspension or termination of your account disables all VoIP services, including 911 Dialing.
(d) Port Blocking: If your ISP blocks VoIP ports, 911 service may not work. Notification to us is required to attempt resolution, but you remain responsible for charges.
(e) Other Outages: Any other service outage will prevent 911 Dialing.

2.6 Re-Activation Required for Number Changes.
Changing, adding, or porting numbers requires you to re-register the location for each number to enable 911 Dialing.

2.7 Network Congestion; Reduced Speed for Routing or Answering 911 Calls.
(a) Congestion: VoIP 911 calls may experience delays or congestion not present in traditional phone systems.
(b) Monitoring: DB Secure Solutions monitors call analytics for troubleshooting; calls are logged for 14 days but not listened to without consent. You may opt out by contacting support.

2.8 Possible Lack of Automatic Number Identification.
Emergency operators may not see your phone number, although our system attempts to provide it.

2.9 No Automated Location Identification.
Your location is not automatically transmitted to emergency centers. You must clearly state your location and emergency details.

2.10 Disclaimer of Liability and Indemnification.
DB Secure Solutions and its affiliates, officers, and agents are not responsible for how emergency centers handle 911 calls. Liability only applies in cases of gross negligence or willful misconduct. You agree to indemnify and hold harmless DB Secure Solutions and its partners from any claims related to 911 failures or outages.

2.11 Alternate 911 Arrangements.
If you are uncomfortable with the limitations of the VoIP 911 service, DB Secure Solutions recommends maintaining a traditional phone line or alternative emergency access methods.

3. SERVICE DISTINCTIONS

3.1 Nature of Service.
The Service is not a telecommunications service and is provided by DB Secure Solutions on a best effort basis. It is subject to different regulatory treatment than traditional telecommunications, which may affect your rights of redress with regulatory agencies.

3.2 No 0+ or Operator Assisted Calling; Limited x11 Support.
The Service does not support 0+ or operator assisted calling (including collect calls, third-party billing, or calling card calls). It may not support services such as 311, 511, or other x11 calls (except 911 and 411 where otherwise provided).

3.3 No Directory Listing.
Phone numbers obtained from DB Secure Solutions will not be listed in telephone directories. Numbers ported from local providers may still be listed. Consequently, reverse directory lookups may not be available for your number.

3.4 Incompatibility With Other Services.
(a) Security Systems / Fire Alarm / Elevator / Postage: The Service may not be compatible with security or alarm systems. You may need a separate telephone connection through your local exchange carrier for alarm monitoring. You are responsible for verifying compatibility.
(b) Broadband and Cable Modem Services: The Service may not be compatible with all broadband or cable modem services. Some providers may supply modems that prevent Service communication. DB Secure Solutions disclaims any warranties regarding compatibility.

3.5 Use Outside the United States.
The Service is intended for use within the United States and Canada. Use outside these countries is not supported and may violate local laws. DB Secure Solutions may terminate Service if it detects use outside the supported regions.

4. TERM AND TERMINATION

4.1 Term.
Service is offered on a term basis identified in your service activation and/or order form, or via our online ordering process. Your Initial Term shall begin on the Activation Date and end at 11:59 p.m. on the day before the anniversary date of your Term, subject to auto-renewal (See Section 4.2). For example, if you have an Initial Term of two years that is activated on August 1st, it will end on July 31st two years after the Activation Date of August 1st. Subsequent terms of this Agreement automatically renew for a duration that is the same as your Initial Term (each a “Renewal Term”) unless you give DB Secure Solutions written notice of non-renewal in accordance with the terms set forth in Section 4.2 hereinbelow. The Initial Term and each Renewal Term are together, the “Term.”

(a) Termination of Existing Contracts. It is your responsibility to terminate any existing contracts with your current carrier and/or service provider. DB Secure Solutions is not responsible for terminating any existing contracts or any damages associated with your failure to do so.

4.2 Auto-Renewal.

(a) Auto-Renewal Where Term is Greater Than Thirty Days. At the end of your Initial Term and each Renewal Term, your Service will automatically renew for a renewal term of a duration that is the same as your Initial Term (each a “Renewal Term”) unless you send to DB Secure Solutions by USPS certified mail or via an e-mail directed to [email protected] written notification of your desire to terminate Service at the end of the then-applicable Initial Term or Renewal Term (“Termination Notice”). The Termination Notice must be received at least sixty (60) days before the expiration of the then applicable Initial Term or Renewal Term or the agreement shall automatically renew. The Termination Notice is valid only if it includes your DB Secure Solutions phone number, Customer name, date you wish the Service to be terminated and is submitted in accordance with this section.

(b) Auto-Renewal Where Term is Month-to-Month. If your Service is based on a month-to-month term, your Service will continue month-to-month until you send to DB Secure Solutions by USPS certified mail or via an e-mail directed to [email protected] written notification of your desire to terminate Service (“Termination Notice”). The Termination Notice must be received at least thirty (30) days before the expiration of the then-current month of the Term or you will be responsible for payment for the subsequent full month. The Termination Notice is valid only if it includes your DB Secure Solutions phone number, Customer name, date you wish the Service to be terminated and is submitted in accordance with this section.

(c) Notice to Terminate by DB Secure Solutions. If DB Secure Solutions does not desire that a Term extend through auto-renewal, DB Secure Solutions shall give you a Termination Notice in the same manner and time frame as required of you, the effect of which shall be termination of Service at the end of the then-applicable Term.

4.3 Termination; Effect of Termination of Service; Payment for Full Term.

(a) Termination by You Prior to End of Term. Termination of Service will not excuse you from paying all accrued and unpaid charges due for Service rendered to the effective date of termination. Further, if you desire to terminate Service prior to the end of the then-applicable Term, you shall be responsible for payment of all charges for the remainder of the then-applicable Term and must timely return all Equipment. These charges will include, without limitation, unbilled charges for the balance of the Term, plus a Termination Fee (described hereinbelow), if applicable, all of which will become immediately due and payable upon termination of your Service and must be paid within ten (10) days thereafter. Thus, for example, if you are one year into a two-year term and desire to terminate Service before the end of the two-year term, you will still be responsible for payment of all Service fees for the remainder of the two-year term, and all such charges will be due and payable within ten (10) days of the effective date of termination.

(b) Termination by DB Secure Solutions Prior to End of Term for Cause. In DB Secure Solutions’ sole and absolute discretion, DB Secure Solutions has the right hereunder to terminate Service and use of the Equipment prior to the end of the Term for Cause. “Cause” means:

Your breach of these Terms of Service or terms set forth in any other agreement by and between you and DB Secure Solutions. Except for breaches that cannot be cured, are violations of law, are Prohibited Acts set forth in Section 5 hereinbelow, or which involve tampering in violation of Section 6.2, DB Secure Solutions shall give you written notice and a thirty (30) day opportunity to cure before exercising its right to terminate for Cause.

Where use of the Service by Customer is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service, DB Secure Solutions’ servers or other equipment, or the use and enjoyment of other users; or

Where DB Secure Solutions receives an order from a court of competent jurisdiction to terminate Customer’s Service.

In the event of Termination for Cause, you shall be responsible for payment of all charges for the remainder of the then-applicable Term and must return all Equipment. These charges will include, without limitation, unbilled charges for the balance of the Term, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your Service and must be paid within ten (10) days thereafter. Thus, for example, if you are one year into a two-year term and desire to terminate Service before the end of the two-year term, you will still be responsible for payment of all Service fees for the remainder of the term and they will be due and payable within ten (10) days of the effective date of termination. Nothing herein shall preclude DB Secure Solutions from also pursuing claims for damages or for injunctive relief.

(c) Number Transfer on Service Termination. Upon the termination of your Service, DB Secure Solutions may, in our sole and absolute discretion, release to your new service provider the telephone number that you ported (transferred or moved over) to us from your previous service provider and used in connection with your Service if:

such new service provider is able to accept such number;

your account has been terminated by you in accordance with these Terms of Service, or by DB Secure Solutions for reasons other than for Cause under Section 4.3(b);

your account is completely current, including payment for all charges and applicable termination fees; and

you request the transfer in writing upon terminating your account.

5. PROHIBITED ACTS AND USES; COMPLIANCE WITH APPLICABLE LAWS

5.1 No Resale, Transfer or Assignment Without Written Consent.
You shall not resell, transfer or assign the Service or the Equipment (if rented) to another party without our prior written consent. If consent is granted, which is at DB Secure Solutions' sole discretion, DB Secure Solutions shall be entitled to charge you a transfer fee.

5.2 Abusive Behavior.
You shall not act in a verbally abusive, threatening or harassing manner when dealing with DB Secure Solutions’ technical support staff, customer service staff or any other DB Secure Solutions employees or representatives or use foul or inappropriate language when communicating therewith.

5.3 Prohibited Uses and Inappropriate Conduct.

(a) Unlawful Purposes or Usage.
You shall use the Service and the Equipment only for lawful purposes. Unlawful uses include but are not limited to using the Service for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately terminate or modify your Service if we determine, in our sole and absolute discretion, that you have at any time used the Service for any of the aforementioned or similar activities. In the event of such termination, you will be responsible for payment of all fees and charges due to the end of your then-applicable Term, as further explained in Section 4.3(b) hereinabove, regardless of how much time is left on the Term, and shall return all Equipment in accordance with the terms provided hereinbelow.

(b) Inappropriate Conduct.
You shall not use the Service or the Device in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior, whether or not it rises to the level of a criminal act. We reserve the right to immediately terminate your Service if, in our sole and absolute discretion, we determine that you have used the Service or Equipment in any of the aforementioned ways. In the event of such termination, you will be responsible for payment of all fees and charges due to the end of your then-applicable Term, as further explained in Section 4.3(b) hereinabove, regardless of how much time is left on the Term.

(c) Authorization to Report Unlawful or Inappropriate Conduct.
If we believe that you have used the Service or Equipment for an unlawful purpose or engaged in inappropriate conduct while using the Service or Equipment, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, DB Secure Solutions will provide information in response to law enforcement requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer, its users or others.

5.4 Unlawful or Inappropriate Content.
You will be liable for any and all liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your Service or Device (each such person, a “User”). Your and your User’s use of the Service and content shall comply with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to terminate or suspend your Service and remove your or your Users’ content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform with the requirements set forth in this Agreement or interferes with our ability to provide Service to you or others. Our action or inaction under this Section will not constitute any review or approval of your or Users’ use or content.

5.5 Recording Conversations.
DB Secure Solutions provides a function that allows a user to record individual telephone conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by state to state. Customer is solely responsible for complying with the local, state, & federal laws in the relevant jurisdiction when using this feature. Additionally, DB Secure Solutions will not alter or modify any call recordings in order to maintain compliance with laws and regulations.

5.6 Compliance with Laws Related to Faxing.
There are laws and regulations in Canada, the United States and other countries that regulate the sending of facsimiles. DB Secure Solutions expressly forbids any unlawful use of its Service which may violate any applicable law or regulation including the Telephone Consumer Protection Act. It is solely your responsibility to ensure that all such laws and regulations, including without limitation, regulation of unsolicited advertising, are adhered to. You expressly absolve DB Secure Solutions of all responsibility for your use of Our Fax services and warrant that they are in full compliance with all laws and regulations regarding sending facsimiles. You represent and warrant that you will contractually require and use reasonable efforts to enforce that you and your end-users:

(a) Only use Our Fax services for lawful purposes and that your use of Our Fax services will be in compliance with all federal, state and local laws and regulations including, without limitation, the provisions of the Telephone Consumer Protection Act.

(b) Will not use Our Fax services to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, federal or other law or regulation.

(c) Will not use Our Fax services to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of such right holder.

(d) Will comply with all applicable laws, regulations and conventions, including those related to data privacy, international communications, exportation of technical or personal data, and the sending of certain unsolicited facsimiles.

6. COPYRIGHT; TRADEMARK; UNAUTHORIZED USAGE OF DEVICE; FIRMWARE OR SOFTWARE

6.1 Copyright; Trademark.
The Service and Device and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on our websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “Marks”) are and will at all times remain the exclusive property of DB Secure Solutions. Nothing in this Agreement grants you the right or license to use any of our Marks.

6.2 Unauthorized Usage of Device; Firmware or Software.
You have not been granted any license to use the firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with these Terms of Use and any other agreement you have entered into with DB Secure Solutions. You expressly agree that the Device is exclusively for use in connection with the Service and that we will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.

7. DEVICE/EQUIPMENT TERMS

7.1 Use of Service only; Customer Supplied Equipment; Use of Interface Devices.
For Service only customers, you are responsible for supplying, operating and supporting the Customer Premise Equipment for use with the Service. In addition, any customer supplied equipment must be pre-approved by DB Secure Solutions in writing. Regardless of whether DB Secure Solutions approved your customer supplied equipment, if your self-selected equipment is incompatible with the Service or interferes with the effectiveness and delivery of the Service, you shall not hold DB Secure Solutions responsible for such issues and will not be given a reduction of fees or the right to terminate Service prior to the end of your Term, in accordance with these Terms of Service. We reserve the right to prohibit the use of any interface device that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface device with the Service.

7.2 Tampering with the Device or Service.
You shall not change the electronic serial number or equipment identifier of the Device or perform a factory reset of the Device without our prior written consent. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose. We reserve the right to immediately terminate your Service for Cause if, in our sole and absolute discretion, we determine that you have tampered with the Device or Service. In the event of such termination, you will be responsible for payment of all fees and charges due to the end of your then-applicable Term, as further explained in Section 3.3(b) hereinabove, regardless of how much time is left on the Term.

7.3 Theft of Device/Service.
You shall notify us immediately, in writing or by calling our customer support line, if the Equipment is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the Equipment theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using a Device stolen from you and all stolen, fraudulent or unauthorized use of the Service.

7.4 Return of Purchased Equipment – (Does Not Apply to Customers who use Equipment not provided by DB Secure Solutions directly)

(a) Retail Customers. A Retail Customer may only return the device to the retail store, dealer or other provider from which the Retail Customer purchased the device. All returns will be subject to the return policy of such retail store, dealer or other provider. DB Secure Solutions will not accept any device from a retail store.

(b) Non-Retail Customers. Non-Retail Customers may return the Device to DB Secure Solutions within fourteen (14) days of the termination of Service to receive a credit for any termination fee minus a restocking fee of $75.00 per Device, provided that:

the Service is terminated within the first thirty (30) days following the activation of the Service;

the Device is in original condition, reasonable wear and tear excluded;

the original proof of purchase is returned with the Device, together with the original packaging, all parts, accessories, and documentation;

prior to returning the Device to us, you obtain a valid return authorization number from our customer care department, which can be reached at [email protected] or call (833) 844-7883; and

you pay all costs of shipping the Device back to us.

If you receive cartons or otherwise packaged Devices that are visibly damaged, you must note the damage on the carrier’s freight bill or receipt and keep a copy. In such event, you must keep the original carton, all packing materials and parts intact in the same condition in which they were received from the carrier and contact our customer care department immediately at [email protected] or call (833) 844-7883.

7.5 Special Order Items Provided Through DB Secure Solutions.
Some Devices are deemed not returnable as they are not returnable to the manufacturer and were ordered specifically for you, the Customer; however, these Devices are returnable within 30 days if the item is defective and a suitable replacement will be provided in exchange. There will be no refund unless a suitable replacement cannot be provided.

7.6 Warranty on Purchased Phones.
All Phones purchased through DB Secure Solutions (not any 3rd party) are eligible for a warranty that is the manufacturer’s warranty. The warranty covers defects in the Phone, not your loss of a phone or damage to it. DB Secure Solutions will cover replacement phone cost and shipping cost to your location and return shipping. The defective phone(s) must be received within seven (7) business days by our Return Merchandise Authorization department or you will be charged the full retail price of a new Phone.

7.7 Rented Equipment.
DB Secure Solutions provides customers with the opportunity to rent Equipment. To rent Equipment, Customer must have a 36-month Initial Term. The rented Equipment is under warranty throughout the Term so long as Customer has timely paid invoices. The warranty covers defects in the Equipment, not your loss or damage thereto. If you elect to rent Equipment from DB Secure Solutions, you will execute an Addendum to this Agreement, or the rental terms will appear in your Activation Agreement or Purchase Order.

(a) Rental Termination Fee (phones, etc). If you have rented Equipment from DB Secure Solutions and terminate this Agreement before the end of the then-applicable Term, you will be liable for an early termination fee of: (a) FULL MRSP PRICE for each PHONE/DEVICE returned to DB Secure Solutions before HALF of the Term has transpired and (b) HALF MRSP PRICE for each PHONE/DEVICE returned to DB Secure Solutions after HALF of the Term has transpired. You may also be charged a Restocking fee of $75.00 per Device for Devices returned prior to the end of the applicable Term.

(b) Return of Rented Equipment. If you are renting Equipment from DB Secure Solutions, you are legally responsible for returning such Equipment, at your expense, in good working order and condition upon termination of Service. If you fail to return the Equipment within thirty (30) business days of the effective date of termination, and continue to fail to do so for ten (10) days after receipt of notice from DB Secure Solutions, criminal charges may be filed against you for theft of equipment not returned to DB Secure Solutions, and any other appropriate civil and criminal claims may be filed against you. If the Equipment is damaged when received by DB Secure Solutions, you will be charged a FULL MRSP.

7.8 Risk of Loss.
Whether you purchase Equipment from DB Secure Solutions or lease Equipment from DB Secure Solutions, you bear all risk of loss of, theft of, casualty to or damage to the Equipment, from the time it is shipped to you until the time (if any) when it is returned to DB Secure Solutions, in accordance with this Agreement. You will be charged FULL MRSP PRICE for each PHONE/DEVICE that is lost, stolen or damaged.

8. SERVICE LEVEL AGREEMENT

8.1 Technical Support SLA.
DB Secure Solutions strives to respond to all service requests within eight (8) Business Hours, and all service impacting requests within four (4) hours. If onsite support is needed, a technician will be dispatched within 10 Business Hours. “Business Hours” are defined as 8:30 a.m. to 5:00 p.m. EST. If a support issue is deemed to be caused by something other than a DB Secure Solutions provided Device or Service that has not been damaged by Customer, on-site support will be billed at $175 per hour with a $75 destination fee. After Hours support for non-service impacting issues will be billed at $262.50 per hour in 30-minute increments for remote support. On-site After Hours support for non-service impacting issues will be billed at $262.50 per hour (2 hour minimum) plus a $75 destination fee. After Hours support for service impacting issues caused by a DB Secure Solutions provided Device or Service will be covered by your standard subscription unless otherwise stated on your Service Activation Form. After Hours are defined as the EST hours between 5:00 p.m. and 8:30 a.m. EST M-F and weekends.

Installation SOW (scope of work) will include plugging in of the devices, testing, and training of end users. Site visits include up to 8 business hours and one site visit unless otherwise specified in your agreement. DB Secure Solutions team members are not responsible for installing or troubleshooting customer network equipment. Customer site must be cut-over ready upon arrival. Go-backs due to unqualified networks will result in a billable charge in accordance with our technical support SLA found in Section 8.1.

8.2 Platform SLA.
DB Secure Solutions’ UCaaS platform has a 99.99% uptime guarantee. Failure to meet that uptime on any given month will result in a 10% credit on your next month’s statement for any services that are directly related to this platform. This uptime guarantee does not include downtime experienced for scheduled maintenance. All scheduled maintenance will be announced ahead of time and performed After Hours. Further, interruptions or interference with your use resulting from causes outside of DB Secure Solutions’ control do not qualify for a credit, including but not limited to: Internet provider outages, customer/ISP network packet loss, or customer owned equipment failures or non-compatibility (ex. switches, router, non-supported firewall) and other issues set forth in Section 11.1 which are not caused by DB Secure Solutions.

9. PAYMENT TERMS

9.1 Payment Obligation.
Customer agrees to pay all fees and charges for the Service as set forth in the applicable quote, order form, or agreement. Payment includes all applicable taxes, fees, and surcharges.

9.2 Late Payments.
Payments not received within thirty (30) days of the invoice date shall be considered past due and subject to a late fee equal to 1.5% per month or the highest rate allowed by law, whichever is less.

9.3 Payment Methods.
Payments may be made by check, ACH transfer, credit card, or any other payment method agreed to by DB Secure Solutions.

10. SERVICE RESTRICTIONS

10.1 Prohibited Uses.
Customer shall not use the Service for any unlawful purpose or in any manner that could damage, disable, overburden, or impair DB Secure Solutions’ network or interfere with any other party’s use and enjoyment of the Service.

10.2 Compliance.
Customer agrees to comply with all applicable laws, regulations, and DB Secure Solutions policies regarding the use of the Service.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

11.1 Limitation of Liability.
In no event shall DB Secure Solutions, its affiliates, officers, employees or agents be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, revenue, data or use, arising out of or relating to this Agreement or the Service, even if DB Secure Solutions has been advised of the possibility of such damages. DB Secure Solutions’ aggregate liability for all claims under this Agreement shall not exceed the fees paid by Customer for the Service in the six (6) months preceding the event giving rise to the claim.

11.2 Indemnification.
You agree to indemnify, defend and hold harmless DB Secure Solutions, its affiliates, officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Service, your violation of this Agreement, or your violation of any rights of a third party.

12. MISCELLANEOUS

12.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the state of Tennessee, without regard to its conflicts of law principles.

12.2 Entire Agreement.
This Agreement, together with all exhibits, attachments and documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations and understandings.

12.3 Amendments.
DB Secure Solutions may amend this Agreement at any time by posting a revised version on its website or providing you with notice of the changes. Your continued use of the Service after such notice constitutes your acceptance of the amended Agreement.

12.4 Assignment.
You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without your consent.

12.5 Severability.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. PRIVACY AND SECURITY

DB Secure Solutions’ Service utilizes, in whole or in part, the public Internet and third-party networks to transmit voice and other communications. DB Secure Solutions is not liable for any lack of privacy which may be experienced with regard to the Service. DB Secure Solutions uses all latest technology and best efforts to ensure your data is encrypted and secure, including but not limited to voice transport layer security (TLS) and optional Secure Real Time Transport Protocol (SRTP). However, SRTP is optional and a chargeable feature. Please refer to our website at www.dbsecuresolutions.com for additional Privacy Policy information.

14. ELECTRONIC COMMUNICATIONS

When you visit DB Secure Solutions.com, sign up for Service, or send e-mails to DB Secure Solutions, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically in return. It is your responsibility to maintain and update a valid email address with us at all times; DB Secure Solutions is not responsible for interruptions, suspension, or termination of Service for non-payment due to you not receiving an email sent to you. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You cannot opt out of DB Secure Solutions’ emails that are for regular account notifications, balance notifications, and subscription renewals which are essential to delivery of our Services and adherence to the terms hereof. However, you can opt out of newsletters and feature update announcements by clicking a link at the bottom of all optional email correspondence.

15. MISCELLANEOUS

15.1 Assignment.
Neither this Agreement nor any right hereunder nor interest herein may be assigned or transferred by the Customer without the express written consent of DB Secure Solutions. DB Secure Solutions may assign any or all of its rights and obligations under this Agreement without the Customer’s written consent to any affiliate or subsidiary or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of DB Secure Solutions’ assets or equity. Any attempted assignment, delegation or transfer to a third party hereto in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the Parties and their respective successors and permitted assigns.

15.2 Notice.
Notices to the Customer in connection with this Agreement may be sent electronically at the then-current e-mail address associated with the Customer’s account, by facsimile at the then-current facsimile number associated with the Customer’s account, or by first class mail or nationally recognized overnight delivery service to the then-current mailing address associated with the Customer’s account. Notices to DB Secure Solutions in connection with this Agreement may be sent electronically to [email protected] or by first class mail or nationally recognized overnight delivery service to the Billing Department address set forth in Section 16 hereinbelow. Either Party may change either its e-mail or postal address by notice pursuant to this provision.

15.3 No Third Party Beneficiaries.
No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

15.4 Governing Law.
The Agreement and the relationship between you and DB Secure Solutions is governed by the laws of the State of Florida without regard to its conflict of law provisions. All disputes must be resolved in Blount County, Tennessee.

15.5 Mandatory Arbitration and No Jury Trial.
Any dispute or claim between you arising out of or relating to the Service or Equipment will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Pinellas County, Florida. The arbitrator’s decision will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN TWO (2) YEARS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall not bring or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.

15.6 No Waiver of Rights.
Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

15.7 Entire Agreement.
This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found on our website constitute the entire agreement between you and DB Secure Solutions and govern the use of the Service by you, members of your business, employees and guests. This Agreement supersedes any prior agreements between you and DB Secure Solutions and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. The only exception hereto is if there is a written Addendum to these terms executed by DB Secure Solutions and you which expressly states that it intends to modify these terms.

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

15.9 Survival.
All obligations of the Parties under this Agreement, which, by their nature, would continue beyond the termination, cancellation or expiration of this Agreement, including without limitation, those provisions relating to Warranties and Limitation of Liability and Indemnification, shall survive such termination, cancellation or expiration.

16. REVISIONS TO TERMS OF SERVICE

DB Secure Solutions may change the terms and conditions of this Agreement from time to time, including the policies that are applicable to your usage of the Service. Notice is deemed given when DB Secure Solutions posts the revised Terms of Service here: https://dbsecuresolutions.net/voip-terms-of-service Such changes will become binding on you on the date they are posted to our website and no further notice by us is required upon your continued use of the Service. You agree to visit this page and the links therein periodically to be aware of and review any such revisions. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of service, including, without limitation, any terms included with the packaging of the Device.