This agreement (the “Agreement”) is entered into by and between IT Freedom, Inc., a Texas corporation, with its principal place of business at 8711 Burnet Road, Suite C-21, Austin, Texas 78757 (“IT Freedom”) and the entity agreeing to these terms (the “Customer”).
Excluded Service Outage means an outage in which some or all of the Services contracted for by the Customer are not available to the Customer, where such outage is caused by Customer or an end user; is due to failure of power or equipment provided by Customer or a third party; occurs during any period in which IT Freedom is not given reasonable access to the Service premises, if such access is necessary to diagnose and correct said outage; is part of a planned outage for maintenance for which Customer received prior notice; or is due to a force majeure event in accordance with Section 9.7.
Network Services, Internet Services, and Voice Services mean Recurring and Non-Recurring Services provided in accordance with this Agreement.
Non-Recurring Services mean services that are provided on a one-time fee or per-hour basis.
Recurring Services mean services that are provided on a recurring, periodic-fee basis (usually monthly).
Services mean the Internet Services, Network Services or Voice Services, as applicable.
Service Addendum means an addendum to this Agreement that convers specific IT Freedom-provided Services.
Service Order means a written purchase order, executed by the parties, which identifies the Service(s), fees and other terms and conditions.
Service Outage means a time period in which the Internet and Voice Service(s) contracted for by the Customer are not available to the Customer. A Service Outage specifically excludes Excluded Service Outages.
Voice Services mean Recurring and Nonrecurring Services provided in accordance with this Agreement and the Voice Service Addendum.
2. Scope of Services
Customer authorizes IT Freedom to perform, and IT Freedom agrees to perform, the Services in accordance with the terms of this Agreement, any Network, Internet or Voice Service Addenda between the parties and in accordance with all Service Orders authorized by Customer. Customer agrees to grant IT Freedom sufficient and timely access to the Customer’s premises and equipment to perform IT Freedom’s authorized services.
2.2 IT Freedom Personnel
When applicable to a Service Order, IT Freedom shall provide Customer with personnel possessing the necessary technical qualifications to perform the Services (the “Personnel”). Personnel shall perform all Services at either IT Freedom’s facilities or Customer’s place of business, as required. IT Freedom shall be responsible, with input from Customer, for the supervision of the Personnel during their performance of Services.
3. Fees and Payment
3.1 Fees and Expenses
Customer shall pay IT Freedom the fees identified in a Service Order or otherwise quoted to Customer for the Services. Customer is responsible for and shall pay all taxes, surcharges and other fees set forth by the government. After the expiration of any initial term of Service, all prices for Services are subject to change upon thirty (30) days notice sent in accordance with the terms of Section 9.4.
3.2 Recurring Fixed Term or Monthly Services
Recurring Services may be offered on a month-to-month plan or a fixed term (“Fixed Term”) plan. For recurring monthly plans, Customer purchases the Service for full calendar-month terms. Customer shall be responsible for giving thirty (30) days notice in accordance with Section 9.4 and if such notice is given, Customer shall be responsible for the next subsequent thirty (30) days of charges. For Fixed Term plans, Customer is purchasing the Service for the entire Fixed Term specified in the Service Order, to be paid monthly, and the Service automatically converts to a month-to-month plan at the end of the initial Fixed Term.
For Nonrecurring Services, IT Freedom will invoice Customer monthly on the last business day of the month for services performed by IT Freedom during said month. For Recurring Services, IT Freedom will invoice Customer on the first day of each month in which the Recurring Service is to be provided. IT Freedom will send invoices to Customer via email. If Customer disputes any charges billed hereunder, Customer must submit a documented claim regarding the disputed amount within sixty (60) days of the invoice date of the invoice in which the disputed amount appears, or the disputed amount is deemed waived. IT Freedom will respond to such claims regarding any disputed amount within thirty (30) days of receipt of such claim.
Payment is due net fifteen (15) days from the date of invoice. If payment is not received by twenty (20) days from the date of invoice, interest, calculated from the due date, in the amount of one and a half percent (1.5%) per month or the maximum amount allowed by law, whichever is less, will be added to any unpaid balance. Expiration of the term or termination of Service will not excuse Customer from paying all accrued and unpaid charges due under this Agreement. If payment is not received within forty-five (45) days from the date of invoice, IT Freedom reserves the right to immediately suspend any and all services to Customer and/or terminate any Service Orders, any Service Addenda and this Agreement, and at such time all payments shall become immediately due and payable. All payments for any Fixed Term Recurring Services become immediately due and payable if Customer cancels such Service prior to the end of the Fixed Term of the Services except as otherwise permitted by Section 9. Fees due from Customer may not be withheld or offset for any reason. All payments to IT Freedom shall be made in U.S. dollars.
4. Licensing and Intellectual Property Rights
4.1 Intellectual Property Ownership
Unless otherwise specified in a Service Order, IT Freedom represents and warrants that it shall be the sole owner or licensee of all right, title and interest including, but not limited to, copyright rights in and to all methodologies, know-how, software, management scripts, tools, utilities, procedures, documentation and other materials (“Technology”) developed by IT Freedom and installed on Customer’s system for the purpose of delivering the Services during the performance of this Agreement. Nothing in this Agreement shall be construed to grant to Customer any right, title or interest in any Technology prepared or developed by IT Freedom unless otherwise stated herein or in a Service Order or statement of work.
4.2 License Grant
During the term of this Agreement and subject to its conditions, IT Freedom hereby grants to Customer, solely for Customer’s operations and in accordance with the terms of a relevant Service Order, a non-exclusive, non-transferable, revocable term license to use the Technology provided by IT Freedom to Customer for the sole purpose of accessing and using the Services.
Customer may not directly or indirectly disassemble, reverse engineer, decompile, modify, merge, prepare derivative works, translate or copy any portion of the Technology except as authorized herein; may not alter, change, or remove any proprietary notices or confidentiality legends placed on or contained within the Technology; or permit or authorize other third parties to do any of the foregoing.
4.4 Third-Party Software
Customer understands that IT Freedom will not install any third-party software for or on behalf of the Customer without sufficient evidence of proper licensing. Customer also agrees to and holds itself solely responsible for proper licensing of all third-party software products in use by the Customer.
4.5 Open-Source Software
IT Freedom uses open-source software in many of its products and services, licensed under the terms of the Gnu Public License, Version 2. The source code for said software is available at http://repo.itfreedom.com/pub/ or on physical media upon request.
5. Limited Warranty and Limitation of Liability
5.1 Limited Warranty
IT Freedom warrants that its Personnel will possess the necessary technical qualifications required to perform the Services, and the Services will be performed in accordance with commercial industry standards. If IT Freedom fails to provide Personnel or Services as warranted, and Customer reports such failure or defects to IT Freedom, IT Freedom will immediately replace the Personnel and re-perform the Services, as applicable. The above is Customer’s sole and exclusive remedy for breach of warranty by IT Freedom with regard to this Agreement. Customer warrants that its use of the Services shall not violate any law, statute, ordinance or regulation.
5.2 WARRANTY DISCLAIMER
EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 5.1 (“LIMITED WARRANTY”), IT FREEDOM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TECHNOLOGY, SOFTWARE OR SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY CUSTOMER. IT FREEDOM FURNISHES THE ABOVE LIMITED WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IT FREEDOM DOES NOT WARRANT THAT ITS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL THIRD PARTY HARDWARE OR SOFTWARE PROCURED ON BEHALF OF CUSTOMER BY IT FREEDOM IS SUPPLIED “AS IS” AND WARRANTIES, IF ANY, FOR SUCH THIRD PARTY HARDWARE OR SOFTWARE SHALL BE DIRECTLY BETWEEN CUSTOMER AND SUCH THIRD PARTY SUPPLIER.
5.3 DISCLAIMER OF LIABILITY
SOME SERVICES PROVIDED BY IT FREEDOM MAY UTILIZE, IN WHOLE OR IN PART, THE PUBLIC INTERNET AND THIRD PARTY NETWORKS (“PUBLIC NETWORKS”) TO TRANSMIT VOICE AND OTHER COMMUNICATION SERVICES. IT FREEDOM DOES NOT GUARANTEE THE PRIVACY OR SECURITY OF COMMUNICATION USING PUBLIC NETWORKS AND ACCEPTS NO LIABILITY FOR ANY LACK OF PRIVACY OR SECURITY ON THE PUBLIC NETWORKS. THE CUSTOMER IS WHOLLY RESPONSIBLE FOR IMPLEMENTING PRIVACY AND SECURITY MEASURES, INCLUDING BUT NOT LIMITED TO, ENCRYPTION AND PROVIDING SECURITY THAT BEST SUITS THE CUSTOMER’S INTENDED USE OF THE SERVICE. IT FREEDOM MAKES NO WARRANTY AND ACCEPTS NO LIABILITY FOR THE CONTENT OF INFORMATION AND DATA PASSING THROUGH THE IT FREEDOM NETWORK.
IT FREEDOM SHALL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR ANY ORDER OR THE OPERATION OR USE OF THE TECHNOLOGY, SOFTWARE AND SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON, EVEN IF IT FREEDOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY IT FREEDOM TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND IT FREEDOM’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST IT FREEDOM MORE THAN ONE (1) YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.
5.4 LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IT FREEDOM’S TOTAL LIABILITY WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT ACTUALLY RECEIVED BY OR DUE TO IT FREEDOM FROM THE SERVICE ORDER GIVING RISE TO THE CLAIM DURING ONE (1) MONTH PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM.
6. Confidentiality and Nondisclosure
The terms and conditions of this Agreement and any other terms or confidential information of either party that are provided to the other party shall be subject to the restrictions and obligations of the parties set forth in the IT Freedom Mutual Nondisclosure Agreement between the parties (the “NDA”): provided, however, that anything herein to the contrary notwithstanding, the parties agree that the obligations of confidentiality and related restrictive covenants regarding use, security, disclosure and return of confidential information provided for in the NDA shall be effective during the term of and for the survival period specified in the NDA. If no NDA is in place between the parties, Customer and IT Freedom agree not to disclose to any third party any confidential information of the other party without the prior written consent of the disclosing party. Each party further agrees to take the same care with the other’s confidential information as it does with its own, but in no event less than a reasonable degree of care. The receiving party agrees to discuss the confidential information of the disclosing party only with, and to transmit the confidential information only to, those officers, employees and contractors of the receiving party (a) who have a need to know the confidential information for the sole purpose of performing this Agreement, (b) who agree to comply with the license restrictions contained in this Agreement and (c) who have agreed in writing to substantially similar confidentiality obligations as those contained in this provision.
This Agreement is effective as of the Effective Date and will continue for the time period set forth in a Service Order for the Network, Internet, and/or Voice Services, as applicable.
8.1 Termination by either Party
After the initial Term set forth in the Service Order, either party may terminate this Agreement, an individual Service Addendum or an individual Service Order, with or without cause, at any time upon thirty (30) days prior written notice to the other party.
8.2 Termination by IT Freedom
At its discretion and upon giving notice, IT Freedom may immediately terminate this Agreement, an individual Service Addendum or an individual Service Order if
Customer is late on payment for any invoice in accordance with Section 3.4; or
if Customer has breached the terms of this Agreement, a Service Addendum or the IT Freedom Acceptable Use Policy.
8.3 Termination by Customer
Except as otherwise set forth herein, if Customer terminates this Agreement prior to the end of the initial term or if IT Freedom terminates this Agreement due to Customer breach, the payment date of all unpaid and outstanding fees due IT Freedom under this Agreement shall automatically be accelerated so that all amounts become due and payable on the effective date of termination, even if longer terms had been previously granted.
8.4 Effect of Termination
Except as otherwise set forth herein, upon termination, all rights and licenses granted under this Agreement shall terminate and Customer at the request of IT Freedom shall remove and destroy all copies of the Technology in whole or in part, in any form.
9.1 Governing Law; Forum
This Agreement shall be exclusively governed and construed in accordance with the laws of the State of Texas without regard to the conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (UNCISG) is specifically disclaimed in its entirety. The parties agree to submit to the personal and exclusive jurisdiction of the state and federal courts, as applicable, located in the County of Travis, State of Texas, for any dispute between Customer and IT Freedom arising out of or relating to this Agreement.
9.2 Independent Contractor
IT Freedom’s relationship with Customer is that of an independent contractor, and nothing in this agreement is intended to, or should be construed to create a partnership, agency, joint venture or employment relationship.
9.3 Attorneys’ Fees
The prevailing party shall be entitled to attorneys’ fees and its litigation or related expenses in any suit or proceeding with respect to the subject matter of the contract or arising out of or related to it, or to interpret or enforce such contract.
Unless otherwise stated in this Agreement, all notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, telegram, telex, telecopy, facsimile transmission, or by certified or registered mail, return receipt requested, and deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth in the Preamble of this Agreement or such other address as either party may specify in writing. Notices shall be sent to the applicable designated person identified in the applicable Service Order.
If any provision of this Agreement is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions.
The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
9.7 Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party.
During the term of this Agreement and for twelve (12) months immediately following its expiration or termination for any reason (the “Covered Period”), without prior written consent from IT Freedom, Customer will not directly or indirectly solicit for employment or hire any employee, consultant or contractor of IT Freedom during the Covered Period unless Customer agrees to pay to IT Freedom, within fifteen (15) days of the start date of his or her employment, consulting or contractor service with Customer, a fee equal to the amount of thirty percent (30%) of the annualized salary, or other compensation, that employee, consultant, or contractor was earning from IT Freedom at the time of his or her separation from employment with IT Freedom.
Neither party may assign, voluntarily, by operation of law or otherwise, any rights or delegate any duties under this Agreement without the other party’s prior written consent, except in the case of a merger, acquisition or sale of all or substantially all of the assets of the party, subject to the new entity expressly assuming the obligations of the assigning party. Any attempt to do so without such consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
The rights and obligations contained in Sections 4 (“Licensing and Intellectual Property Rights”), 5 (“Limited Warranty and Limitation of Liability”), 6 (“Confidentiality and Nondisclosure”) and 9 (“General”) shall survive any termination or expiration of this Agreement.
9.12 Entire Agreement and Order of Precedence
This Agreement, including any fully executed Addenda, Proposals, Service Orders, the Acceptable Use Policy and any other written and fully executed agreements between the parties concerning the Services completely and exclusively state the agreement of the parties regarding use of the Services. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement shall not be modified except by a subsequently dated written amendment, addendum, or supplemental Service Order signed on behalf of IT Freedom and Customer by their duly authorized representatives. If Customer signs a physical agreement with IT Freedom to receive the Services, the physical agreement will override this online Agreement. In the case of a conflict between the documents that make up this Agreement, the order of control shall be the respective Service Order, Service Addendum, and this Agreement.
Internet Service Addendum
If Customer selects to receive IT Freedom’s Internet Services, as described more fully in the applicable Service Order, Customer’s use of the such service is subject to the following additional terms and conditions:
Internet Service speed can vary depending on location, line quality, inside wiring, Internet traffic, and other factors beyond the control of IT Freedom. IT Freedom does not guarantee upload or download speeds.
Internet Services provided under this Agreement take effect upon completion of installation of the respective Service. When Service installation is complete, IT Freedom will notify Customer that Service has been installed and tested and is available for Customer’s use (“Service Date”). Unless Customer notifies IT Freedom by fax or in writing by close of business on the third business day following the Service Date that Service is not operational, the term of the Service Order will begin and billing will commence as of such Service Date. If Customer so notifies IT Freedom, IT Freedom will work to correct any compliance issues. If IT Freedom does not find a defect in Service, IT Freedom will notify Customer, and the Service Date will remain unchanged.
Service Level Guarantee and Credits
IT Freedom will issue credit allowances for Service Outages as set forth below upon Customer’s request, which credit will appear on the next invoice following processing. A Service Outage begins when Customer reports the outage to the IT Freedom Helpdesk, and ends when the Service is restored to fully operational status. No credits will be given for Excluded Service Outages as defined in Limitations above. Services provisioned entirely on IT Freedom’s Network will be credited at: 1/1440 of the monthly recurring charges per thirty (30) minute outage up to and including a twenty-four (24) hour period, or if an outage is greater than twenty-four (24) hours, at 1/144 of the monthly recurring charges per three (3) hour outage. If two (2) or more Service Outages are reported for a particular service in a thirty (30) day period, such Service will be deemed a “Chronic Trouble Service”. If a third (3rd) outage is opened on a Chronic Trouble Service within thirty (30) days of the second (2nd) Service Outage, Customer may disconnect the affected Service without any further liability hereunder.
Voice Service Addendum
If Customer selects to receive IT Freedom’s Voice Services, Customer will receive Voice-over-IP (VoIP) telephone service consisting of a variety of features, as described more fully in the applicable Service Order. Customer’s use of the Voice Services is subject to the following additional terms and conditions:
Enhanced 911 Service
Customer acknowledges that the equipment used to provide Voice Service is electrically powered, that the Voice Service depends on a working Internet connection, and hence that the Voice Services, including the ability to access Enhanced 911 (“E911″) services and alarm, security, medical and other monitoring services, may not operate in the event of an electrical power outage or a Customer or IT Freedom network service interruption. Customer also acknowledges that, in the event of a power outage at Customer or any End User’s facility, any back-up power supply provided by IT Freedom or the Customer may enable service for a limited period of time or not at all, depending on the circumstances, and that the use of a back-up power supply does not ensure that the Voice Service will be available in all circumstances.
Customer shall specifically advise every end user of the Voice Service that the Voice Service has the above limitations and that, in the event of a power outage or network failure, the Voice Service and E911 service may not be available. Customer shall distribute to all end users of the Voice Services labels (to be supplied by IT Freedom) and instruct all end users of the Voice Services to place them on or near the equipment used in conjunction with the Voice Service.
The location and address associated with the Voice Service will be the address identified on the Service Order (the “Master Address”). Customer is not permitted to use the Voice Service from anywhere but the Master Address in which it has been installed without approval by IT Freedom. If Customer uses the Voice Service from an address other than the Master Address identified on the Service Order, calls from the new address to 911 will appear to 911 emergency service operators to be coming from the Master Address identified on the Service Order, not the new address.
In some geographic areas, the Voice Service does not provide the capability to support Enhanced 911 service from multiple locations or from a location other than the Master Address. In those areas, if Customer intends to assign telephone numbers to one or more locations other than the Master Address, Customer shall obtain from the incumbent LEC, a competitive LEC, or IT Freedom a local telephone line or lines and ensure that 1) the address(es) associated with the additional location(s) are loaded into the 911 database by the provider of the local telephone line(s) such that 911 calls will deliver to the 911 answering point for the actual location and address of the 911 caller and 2) all 911 calls originated from the additional location(s) are transported and delivered over those local telephone lines. In such areas, Customer further agrees to defend, indemnify and hold harmless IT Freedom, its affiliates, its service providers and suppliers and their respective officers, directors, employees and agents, from and against third party claims, liabilities, damages and expenses, including reasonable attorneys’ and other professionals’ fees, arising out of or relating to 911 calls made by end users of the Voice Service from locations other than the Master Address. Customer will be notified by IT Freedom as to whether the Voice Services to which Customer subscribes include the capability to support Enhanced 911 service from multiple locations or from a location other than the Master Address.
Customer agrees that IT Freedom will not be responsible for any losses or damages arising as a result of the unavailability of the Voice Service, including the inability to reach 911 or other emergency services, the inability to contact a security system or remote medical or other monitoring service provider or any failure or fault relating to Customer-provided equipment, facilities or services; the use of third-party enterprise 911 solutions or Customer’s attempt to access the Voice Service from a remote location.
Customer acknowledges that IT Freedom does not guarantee that the Voice Service will operate with alarm, security, medical and/or other monitoring systems and services or Customer-provided equipment, facilities and services (“Alarm Services”).
Customer must ensure that all Alarm Services and related signal transmission services are tested to validate that they remain fully operational after installation of Voice Service. Customer is solely responsible for obtaining such testing from the appropriate Alarm Service providers, ensuring that such testing is completed in a timely manner, and confirming that the Alarm Services and any related Customer-provided equipment, facilities and systems that are connected to the Voice Service operate properly. Customer is solely responsible for any and all costs associated with this activity.
Customer agrees to provide IT Freedom and its authorized agents with access to Customer’s internal telephone wiring at the network interface device or at some other minimum point of entry in order to facilitate the installation and operation of the Voice Service over existing wiring. Customer hereby authorizes IT Freedom to make any requests from Customer’s landlord, building owner and/or building manager, as appropriate and to make any requests necessary to other or prior communications service providers as necessary and appropriate to ensure that IT Freedom has all access to inside wiring and cabling necessary and sufficient to efficiently and securely install the Voice Service and all related equipment.
Customer Proprietary Network Information (CPNI)
IT Freedom may use and disclose CPNI when required by applicable law. IT Freedom may use CPNI and share CPNI with its partners and contractors without Customer consent: (i) to provide services and bills to Customer; (ii) pursuant to applicable law; (iii) to protect the interests of IT Freedom, Customer and related parties in preventing fraud, theft of services, abuse, harassment and misuse of telephone services; (iv) to protect the security and integrity of IT Freedom’s network systems; and (v) to market additional IT Freedom services to other prospective customer.
Customer may obtain from IT Freedom Calling Details showing Customer’s outbound calls made within a trailing 90-day period. Customer may access this information by by requesting such information in writing or by telephone call to IT Freedom. IT Freedom will respond to Customer requests for Customer Calling Details only in compliance with IT Freedom’s then-current authentication requirements and applicable law. Such authentication requirements may require Customer to obtain a secure password, which may be required for both online and telephone requests for Calling Details. IT Freedom will provide the requested Calling Details by sending a printout or CD containing the requested information to the Customer’s account address of record or by making the document or information available to Customer or Customer’s employee at IT Freedom’s office upon presentment of a valid government-issued photo ID by Customer. IT Freedom will notify Customer of any requests to change account passwords, activate online account access and change Customer’s account address of record. IT Freedom may provide such notice by voicemail, by e-mail or by regular mail to Customer’s prior account address of record.
In the event that a material error or omission in Customer’s directory listing information, regardless of form, is caused by IT Freedom, Customer’s sole and exclusive remedy shall be a partial service credit in an amount set by IT Freedom’s then-current standard policies or as prescribed by applicable regulatory requirements, if any. Notwithstanding the foregoing, IT Freedom shall have no other liability for any error or omission in any directory listing information.
IT Freedom’s Voice Service includes a music-on-hold service that , which provides the Customer the capability of delivering audio content, e.g., audio messages and/or music, to the Customer’s on-hold or in-queue callers. IT Freedom provides the default content for this music-on-hold service for use by the Customer, but the Customer may provide alternative, customized content to IT Freedom for IT Freedom to upload and use for the Customer’s music-on-hold service instead of the default content. that IT Freedom provides.
In exchange for providing this customized content to IT Freedom to upload and use for the Customer’s music-on-hold service, the Customer represents and warrants that it has obtained the necessary licenses, consents, permissions, and rights to use said content in IT Freedom’s music-on-hold service and that the Customer is responsible for all royalties, fees, and any other monies owed any person by reason of the performance and/or broadcast of said content via the music-on-hold service. Furthermore, the Customer agrees to defend, indemnify and hold harmless IT Freedom, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: the Customer’s violation of any third-party right, including without limitation any copyright, property, or privacy right, or any claim that said content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and Customer’s use of the On-Hold Service.
Call Recording Service
IT Freedom’s Voice Service includes a call-recording capability that , which provides the Customer the ability to record telephone calls made to or from the Customer and/or its end-users and third parties. In exchange for use of this call-recording service, Customer represents and warrants that it fully complies with all relevant legal requirements regarding the use of such call-recording services, including, but not limited to consent, notification, and wiretapping requirements of various state, federal, and international jurisdictions.
Furthermore, the Customer agrees to defend, indemnify and hold harmless IT Freedom, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from the Customer’s use of the call-recording service.