THIS SERVICE AGREEMENT (“Service Agreement”) between the Customer named above (“Customer”) and ONEMIND SERVICES LLC DBA CLOUDVIVO, Inc. (ONEMIND SERVICES LLC DBA CLOUDVIVO) is effective when signed by both Customer and ONEMIND SERVICES LLC DBA CLOUDVIVO (the “Effective Date”). It shall continue in effect as long as the Services are provided under this Service Agreement. This Service Agreement is part of the Master Agreement.
This Services Agreement shall be effective on the Effective Date, and the Term of the Agreement shall commence upon the later of (i) installation of the initial services or (ii) the Effective Date and shall continue for a period of the “Term.” The term shall automatically renew for another term of equal length unless either party gives the other party written notice of its intent not to renew at least 30 days before the end of the then-current term. If notice of non-renewal is not timely received, the term will automatically renew.
Customer hereby authorizes ONEMIND SERVICES LLC DBA CLOUDVIVO to provide the services listed on any attachments to this Services Agreement (the “Services”).
- Charges, Payments, and Taxes
- Charges. ONEMIND SERVICES LLC DBA CLOUDVIVO’s fees and charges are set forth in Appendix A and the applicable Master Agreement. ONEMIND SERVICES LLC DBA CLOUDVIVO’s fees and charges may be changed by ONEMIND SERVICES LLC DBA CLOUDVIVO from time to time upon written notice to the Customer. The Customer will be billed for Services, equipment costs (including shipping), installation fees, taxes, and other recurring charges, in advance. However, usage charges, termination charges, and other charges may be billed in arrears, as ONEMIND SERVICES LLC DBA CLOUDVIVO shall determine. Based on the fees set forth on Exhibit A, Customer is responsible for paying the first and last months of Service in advance.
- Late Fees. Amounts that are posted to the Customer’s account will be deemed late if not paid within 10 days from the date of posting and will bear interest at the greater of the rate of 1.5% per month or the maximum rate allowed by law.
- Charges for Directory Assistance, 411. The Customer will pay $1.95 for each call made to directory assistance.
- Service – Billed in Full Months. The Services are billed in full months, and during each month, all normal charges will apply.” Normal charges” include access, line, usage, taxes, surcharges, and any other fees. The Customer is obligated to pay for a full month’s Services, even if notice of non-renewal is given by the Customer at the beginning of the month.
- Special Terms and Conditions
a. In addition to the provisions set forth in 3 (a) above, ONEMIND SERVICES LLC DBA CLOUDVIVO will require a deposit of the first and last month’s payment prior to the delivery of Services and also may request a deposit at any time as a condition to the continuation of Services. Unused customer deposits will be refunded following expiration or termination of this Services Agreement.
b. If the Customer fails to make any payment when due and such failure continues for ten business days after written notice from ONEMIND SERVICES LLC DBA CLOUDVIVO, ONEMIND SERVICES LLC DBA CLOUDVIVO reserves the right to immediately terminate or suspend Services without any further notification to the Customer.
c. Upon termination of the Services and timely payment of all charges then due, ONEMIND SERVICES LLC DBA CLOUDVIVO may release or transfer the terminated Services’ telephone number to the Customer’s new service provider, in ONEMIND SERVICES LLC DBA CLOUDVIVO’S sole and absolute discretion, if, ONEMIND SERVICES LLC DBA CLOUDVIVO is notified in writing by the Customer of such requested transfer. All necessary information and consents are provided to ONEMIND SERVICES LLC DBA CLOUDVIVO; ii. the new service provider is able to accept such number; iii. the Customer making the request was not in breach of this Services Agreement at any time during the term; and, iv. the requested number to be transferred was not part of a block of numbers, as determined by ONEMIND SERVICES LLC DBA CLOUDVIVO.
- Installation, Acceptance, and Access.
ONEMIND SERVICES LLC DBA CLOUDVIVO will attempt to provide Services by any requested installation date but will not be liable for any delays in service delivery. The Services are delivered on the date the Services are installed (“Service Start Date”). Unless the Customer notifies ONEMIND SERVICES LLC DBA CLOUDVIVO in writing within three business days following the Service Start Date that Services are not operational, then the Services will be deemed accepted by the Customer. At this time, the Service Term will commence, and the Customer will begin paying for the Services as of the Service Start Date. If access to non-ONEMIND SERVICES LLC DBA CLOUDVIVO facilities (including inside wiring) is required for delivery of Services, installation, maintenance, or removal of ONEMIND SERVICES LLC DBA CLOUDVIVO equipment (the “Equipment”) used to deliver Services, Customer will, at its expense, secure rights for ONEMIND SERVICES LLC DBA CLOUDVIVO to access and the (eliminate) use of such facilities, power, and HVAC as needed for Services delivery. Title to Equipment (including software) provided by ONEMIND SERVICES LLC DBA CLOUDVIVO will remain with ONEMIND SERVICES LLC DBA CLOUDVIVO. The Customer will not create or permit to be created any encumbrances on ONEMIND SERVICES LLC DBA CLOUDVIVO’s Equipment. The Customer will not access or attempt maintenance on ONEMIND SERVICES LLC DBA CLOUDVIVO Equipment and will pay for any Equipment damage caused by the Customer.
- Specific Disclaimer of Liability for Emergency Services. Although ONEMIND SERVICES LLC DBA CLOUDVIVO attempts to provide the 911 Services described in the 911 Service Terms (https://onemindservices.com/911-terms ), which are attached here and incorporated by reference, ONEMIND SERVICES LLC DBA CLOUDVIVO does not provide PSAP or any emergency services under any circumstances. Nor does ONEMIND SERVICES LLC DBA CLOUDVIVO have any control over whether or how calls using our 911 dialing service are answered or addressed by any local emergency response center. Neither ONEMIND SERVICES LLC DBA CLOUDVIVO nor its officers or employees may be held liable for any claim, damage, or loss that results from the Customer’s use of the Services or any failure of the Services to perform. The Customer hereby waives any and all such claims or causes of action arising from or relating to the use of Services to contact emergency services personnel. The Customer shall defend, indemnify, and hold harmless ONEMIND SERVICES LLC DBA CLOUDVIVO, its officers, directors, employees, affiliates and agents, and any other service provider who furnishes services to the Customer in connection with the Service from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, the Customer or any third party relating to the absence, failure or outage of the Services provided hereunder, including specifically any claims arising out of the failure of ONEMIND SERVICES LLC DBA CLOUDVIVO to offer emergency services. Please initial that you have read and understand this paragraph.
- ONEMIND SERVICES LLC DBA CLOUDVIVO MAKES NO WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ONEMIND SERVICES LLC DBA CLOUDVIVO BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF CUSTOMERS, CLIENTS, OR GOODWILL ARISING IN ANY MANNER FROM THIS SERVICES AGREEMENT AND/OR THE PERFORMANCE OR NON-PERFORMANCE HEREUNDER. The Service Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws and/or principles. This Services Agreement is subject to and controlled by the Customer’s standard terms and conditions of Service and the service-specific terms and conditions attached as Schedule 1 hereto, as such terms and conditions may be modified from time to time and all of which are hereby expressly incorporated by reference.
8. This Services Agreement shall be accepted by ONEMIND SERVICES LLC DBA CLOUDVIVO only when signed by duly authorized officers of both Customer and ONEMIND SERVICES LLC DBA CLOUDVIVO. No modification or revision to this VoIP Services Agreement by Customer (whether written or oral) shall be binding on ONEMIND SERVICES LLC DBA CLOUDVIVO if it is in conflict with, inconsistent with, or in addition to any of the terms contained herein and in the Master Service Agreement unless expressly accepted and agreed to by ONEMIND SERVICES LLC DBA CLOUDVIVO in writing. Any customer form containing terms and conditions of purchase shall not have the effect of modifying the terms and conditions herein, and all such terms and conditions which are in conflict with, inconsistent with, or in addition to any of the terms contained herein are rejected explicitly by Customer.
9. Customer shall be solely responsible for ensuring that the materials and services sold hereunder are used only by authorized users. Under no circumstances shall ONEMIND SERVICES LLC DBA CLOUDVIVO have any liability whatsoever to Customer or any other party in connection with or arising out of the unauthorized use of such materials or services.
10. Maintenance by ONEMIND SERVICES LLC DBA CLOUDVIVO (which may impact Service) is included in the fees for Services unless such maintenance is necessitated by acts or omissions attributable to the Customer for which the Customer will pay the cost of maintenance to ONEMIND SERVICES LLC DBA CLOUDVIVO. In addition to Services maintenance, ONEMIND SERVICES LLC DBA CLOUDVIVO may make certain network modifications and changes to the Customer’s Services which changes do not materially and adversely affect Services performance. In the event of such a network modification(s) and changes, the Customer understands that the same may limit the Customer’s ability to retain existing specialty programming and/or necessitate other changes or modifications to Customer’s Services. ONEMIND SERVICES LLC DBA CLOUDVIVO may be required to monitor voice calls for call quality purposes only. Customers will reasonably cooperate with ONEMIND SERVICES LLC DBA CLOUDVIVO to facilitate such modifications.
- Prohibited Uses.
Listed below are the prohibited uses. The use of Services and the Equipment as described below in this Section 11 is strictly prohibited (“Prohibited Uses”). The Customer hereby authorizes ONEMIND SERVICES LLC DBA CLOUDVIVO to terminate or modify the Services at any time and without notice if ONEMIND SERVICES LLC DBA CLOUDVIVO determines in its sole discretion that the Services or the Equipment is, or was at any time, used for a Prohibited Use. The Customer is solely responsible for any Prohibited Use of the Services or the Equipment by the Customer or by anyone other than the Customer using the Services or the Equipment, whether authorized by the Customer or not. The Prohibited Uses are as follows:
- Unlawful Uses. The Customer may not use the Services or the Equipment for any illegal activity or use in any jurisdiction where the Service is used or where a call originates or terminates.
- Submission of the Customer Information to Authorities. If ONEMIND SERVICES LLC DBA CLOUDVIVO believes that the Services or the Equipment is or has been used for an unlawful purpose, ONEMIND SERVICES LLC DBA CLOUDVIVO may forward the relevant information to the appropriate authorities for investigation and prosecution without notice to the Customer. Such information may include the Customer’s identity, address, and calling detail records and any other information in possession of ONEMIND SERVICES LLC DBA CLOUDVIVO. The Customer hereby consents to ONEMIND SERVICES LLC DBA CLOUDVIVO’s forwarding of any such communications and information to these authorities.
- Subpoenas and other Legal Requests for Information. In addition, ONEMIND SERVICES LLC DBA CLOUDVIVO will provide information and respond to law enforcement requests, subpoenas, court orders, and the like, for any purpose ONEMIND SERVICES LLC DBA CLOUDVIVO determines is appropriate in its sole discretion, including to protect ONEMIND SERVICES LLC DBA CLOUDVIVO, ONEMIND SERVICES LLC DBA CLOUDVIVO’s rights and/or property and in the case where failure to disclose the information may lead to personal injury or loss of property of the Customer or others.
- Inappropriate Conduct. The Customer shall not use the Service or the Equipment in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or any similar behavior.
- Tampering, Circumvention, and Theft of Service. The Customer may not change the electronic serial number, “machine access control address,” or equipment identifier of the Equipment. The Customer may not perform a factory reset of the Equipment unless instructed to do so by ONEMIND SERVICES LLC DBA CLOUDVIVO. The Customer shall not attempt to hack, break-in, circumvent the Customer’s billing, tracking, or other systems, or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose. ONEMIND SERVICES LLC DBA CLOUDVIVO may immediately terminate the Service without notice if the ONEMIND SERVICES LLC DBA CLOUDVIVO believes, in its sole and absolute discretion, that the Customer has tampered with the Equipment or the Service or otherwise breached the terms of this paragraph. In the event of such termination, the Customer will remain responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee (as defined below), if applicable, all of which will immediately become due and payable.
- Loss, Damage, Theft or Misuse of Equipment. The Customer shall immediately notify ONEMIND SERVICES LLC DBA CLOUDVIVO in writing if the Equipment is stolen, damaged, or is being fraudulently used or otherwise being used in an unauthorized manner. When the Customer notifies ONEMIND SERVICES LLC DBA CLOUDVIVO, the Customer must provide the 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 the Service and additional charges to the Customer. The Customer is responsible for all monthly charges and usage charges until the Customer notifies the ONEMIND SERVICES LLC DBA CLOUDVIVO of theft or fraudulent use of the Equipment or the Service.
g. Customer acknowledges that it has read and accepted ONEMIND SERVICES LLC DBA CLOUDVIVO’s Acceptable USE Policy (the “AUP”) located at https://onemindservices.com/acceptedusepolicy/, or other locations that ONEMIND SERVICES LLC DBA CLOUDVIVO may designate.
- Miscellaneous Provisions
- ONEMIND SERVICES LLC DBA CLOUDVIVO Provided Equipment. The Customer acknowledges that Equipment not purchased by the Customer but provided by ONEMIND SERVICES LLC DBA CLOUDVIVO in order to facilitate the services shall remain property of ONEMIND SERVICES LLC DBA CLOUDVIVO. Such Equipment shall be returned to ONEMIND SERVICES LLC DBA CLOUDVIVO immediately upon termination of Services.
- Labels on Equipment. At all times while this Services Agreement is in effect or when using the Services, the Customer must display all warning or other notification labels on the Equipment or telephones, as directed by ONEMIND SERVICES LLC DBA CLOUDVIVO or other Equipment providers. This includes but is not limited to an accurate and legible local number for appropriate police and fire departments, as well as other first responders.
- License to the Customer. ONEMIND SERVICES LLC DBA CLOUDVIVO hereby grants the Customer a non-exclusive license to the IP for the sole purpose of the Customer’s use of the Services and for no other purpose (the “License”). “IP” means any software, firmware, or other intellectual property that is provided by ONEMIND SERVICES LLC DBA CLOUDVIVO or used by the Customer in connection with the Service, whether provided along with the Equipment, is in the Equipment, is located on ONEMIND SERVICES LLC DBA CLOUDVIVO’s website for viewing or download, along with all documentation, manuals, guides or other information or materials used in connection with the Services. All IP included in this Services Agreement is the sole and exclusive property of ONEMIND SERVICES LLC DBA CLOUDVIVO. The License is valid only during the term and will automatically terminate upon the expiration or termination of the term or the termination or discontinuance of the Services for any reason. The Customer acknowledges and agrees that the IP is the sole and exclusive property of ONEMIND SERVICES LLC DBA CLOUDVIVO and that nothing herein conveys any interest in the IP to the Customer, except the foregoing grant of the License. This paragraph shall survive the expiration or termination of the Agreement.
- Usage of Equipment. The Customer may use certain Equipment provided by ONEMIND SERVICES LLC DBA CLOUDVIVO (hereinafter ONEMIND SERVICES LLC DBA CLOUDVIVO-Provided Equipment) only in connection with the appropriate Services and as permitted in this Services Agreement. Any other use of this ONEMIND SERVICES LLC DBA CLOUDVIVO Provided Equipment is strictly prohibited and may result in immediate termination of the Services and require payment of the termination fee (as defined below) and all other charges then due, plus any damages incurred by ONEMIND SERVICES LLC DBA CLOUDVIVO as a result thereof. The Customer may not use the ONEMIND SERVICES LLC DBA CLOUDVIVO-Provided Equipment with any other devices or other Equipment not provided by ONEMIND SERVICES LLC DBA CLOUDVIVO. The Customer agrees: (i) the ONEMIND SERVICES LLC DBA CLOUDVIVO-Provided Equipment or any IP provided in connection with the Service may not be transferred to another party, and (ii) the Customer will not reverse engineer, translate, decompile, disassemble or derive the source code from the binary code of the Equipment’s firmware or software of any IP provided with the Service, and (iii) the Customer agrees that no provider of IP or any software used by the Customer in connection with the Services will have any liability to the Customer.
ONEMIND SERVICES LLC DBA CLOUDVIVO as Reseller or Licensor. ONEMIND SERVICES LLC DBA CLOUDVIVO is acting only as a reseller or licensor of the hardware, software, and Equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party (“Non-ONEMIND SERVICES LLC DBA CLOUDVIVO Product”). ONEMIND SERVICES LLC DBA CLOUDVIVO shall not be responsible for any changes in the Services that cause the Non-ONEMIND SERVICES LLC DBA CLOUDVIVO Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer’s defects of any and all Non-ONEMIND SERVICES LLC DBA CLOUDVIVO Products either sold, licensed, or provided by ONEMIND SERVICES LLC DBA CLOUDVIVO to Customer or purchased directly by Customer used in connection with the Services will not be deemed a breach of ONEMIND SERVICES LLC DBA CLOUDVIVO’s obligations under this Services Agreement. Any rights or remedies customers may have regarding the ownership, licensing, performance, or compliance of Non-ONEMIND SERVICES LLC DBA CLOUDVIVO Products are limited to those rights extended to customers by the manufacturer of such Non- ONEMIND SERVICES LLC DBA CLOUDVIVO Product. The Customer is entitled to use any Non-ONEMIND SERVICES LLC DBA CLOUDVIVO Product supplied by ONEMIND SERVICES LLC DBA CLOUDVIVO only in connection with the Customer’s permitted use of the Services. Customer shall use its best efforts to protect and keep confidential all intellectual property provided by ONEMIND SERVICES LLC DBA CLOUDVIVO to Customer through any Non-ONEMIND SERVICES LLC DBA CLOUDVIVO Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. Customer shall not resell, transfer, export, or re-export any Non-ONEMIND SERVICES LLC DBA CLOUDVIVO Product or any technical data derived therefrom in violation of any applicable United States or foreign law.
- No Directory Listing. Telephone numbers assigned to the Customer by ONEMIND SERVICES LLC DBA CLOUDVIVO will not be listed in any telephone directories, nor may not be listed in a reverse directory. If the Customer transfers a number from another telephone company, then that telephone number may or may not be listed in the previous telephone directory. As a result, merchants, banks, creditors, lenders, or other parties may not be able to verify the Customer’s address.
- Suspension of Service. ONEMIND SERVICES LLC DBA CLOUDVIVO reserves the right to suspend the Services, in whole or in part, including any features, at any time in ONEMIND SERVICES LLC DBA CLOUDVIVO’s sole and absolute discretion if deemed necessary but agrees it shall restore the Services to Customer promptly and in a commercially reasonable manner. If ONEMIND SERVICES LLC DBA CLOUDVIVO determines that the suspension of the Service is not the fault of the Customer, then the Customer may request a pro-rated (the number of full 24 hour periods divided by the number of days in the billing cycle) credit of the monthly charges for each day the Services were not operating pursuant to this Services Agreement.
i. If the Customer terminates Service for convenience or Customer terminates Service for cause, the Customer will pay Onemind Services LLC DBA CLoudvivo a termination fee (the “Termination Fee”) (which the Customer acknowledges is a reasonable approximation of Customer’s damages and is not a penalty) as follows: (a) all unpaid amounts for Services provided through the date of termination; plus (b) all previously waived charges for the Services; plus (c) 100% of the remaining monthly recurring charges (if any) for months 1 through the end of the term; plus (d) if not recovered by the foregoing, any termination liability payable to third parties.
- Relocation. Should the Customer relocate facilities during the Term of this Services Agreement, a new service agreement will be required to implement new services at the Customers’ new facilities, which will take the place of this Services Agreement. Installation and moving fees may apply and are solely at ONEMIND SERVICES LLC DBA CLOUDVIVO’s discretion. The Customer agrees to give ONEMIND SERVICES LLC DBA CLOUDVIVO ninety (90) days’ notice of any facilities move. However, ONEMIND SERVICES LLC DBA CLOUDVIVO in no way warrants that its services are guaranteed to be delivered to the Customer’s new premises at any date as Service is dependent on construction and facilities available from its last-mile provider.
- i. Amendment. ONEMIND SERVICES LLC DBA CLOUDVIVO may amend, modify or update this Services Agreement or the AUP at its sole discretion. ONEMIND SERVICES LLC DBA CLOUDVIVO will provide electronic and written notice of any amendment, modification, or update of this Services Agreement or the AUP to the C If any material modification to this Services Agreement or the AUP is unacceptable to the Customer, the Customer may terminate this Services Agreement, and a pro-rated refund for the duration remaining will be sent to the Customer. However, if the Customer does not terminate the Services Agreement, or if the Customer continues to use the Services following the effectiveness of the modification, the Customer’s continued use will mean that Customer has accepted that modification.
- Quality of Service. (VoIP Services) i- Communicate and i-Connect Service is dependent upon installation of recommended i-Comply gateway device and Customer ordering broadband services through ONEMIND SERVICES LLC DBA CLOUDVIVO or one of the ONEMIND SERVICES LLC DBA CLOUDVIVOs recommended broadband providers throughout the term of this Services Agreement
- Customer Supplied Equipment. In the event that ONEMIND SERVICES LLC DBA CLOUDVIVO approves the use of customer-supplied Equipment, the Customer acknowledges that it takes full responsibility for the installation, maintenance, and operation of such Equipment, and ONEMIND SERVICES LLC DBA CLOUDVIVO will in no way be held liable for Services interruptions or degradation of Services as a result of Customer supplied Equipment.
- Previous Contractual Obligations. The Customer agrees that ONEMIND SERVICES LLC DBA CLOUDVIVO will not be responsible for the termination or cancellation of any existing service contracts or agreements with any other communications service provider and any fees or penalties associated with such contracts.
- Installation. The Customer acknowledges that it is the owner of the site that i-Communicate Services will be installed in, or if the Customer is a tenant and not the owner of the site, the Customer acknowledges that it has secured the permission of the owner for the installation of services required to support this Services Agreement. The Customer is also required to secure any licenses, permits, or rights of way in order to complete this installation.
911 Service Terms
PURSUANT TO FCC REGULATIONS, THIS DOCUMENT MUST BE READ AND SIGNED PRIOR TO THE PROVISION OF SERVICE, WITHOUT EXCEPTION.
PLEASE READ THE INFORMATION BELOW ABOUT 911 DIALING CAREFULLY.
BY USING AND PAYING FOR I-COMMUNICATE SERVICES, YOU ACKNOWLEDGE AND AGREE TO ALL OF THE INFORMATION BELOW REGARDING THE LIMITATIONS OF THE SERVICE WITH REGARD TO 911/E911 EMERGENCY DIALING SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL WIRELINE 911 OR E911 CALLS.
Please note that you will not be able to place traditional wireline 911 or e911 calls our VOIP Service:
- In the event of a power outage.
- In the event of a loss of connectivity to the internet.
- In the event you are using the phone at a location other than your fixed, primary location as determined by Onemind Services LLC’s service records (commonly known as “nomadic” use).
You acknowledge that Onemind Services LLC has told you that the VOIP Service does not support traditional wireline 911 or e911 in these instances. You agree to advise all individuals of this limitation who may have occasion to place calls using this VOIP Service.
BY SIGNING IN THE SPACE PROVIDED BELOW, YOU ACKNOWLEDGE RECEIPT OF THIS NOTICE AND YOUR UNDERSTANDING OF THE INFORMATION CONTAINED HEREIN.
Onemind Services LLC may not provide you with VOIP Service unless and until this signed acknowledgment is received.