Schedule 2: UniFi TALK

Last Modified: August 22, 2019

If Customer subscribes to the UniFi Talk service (the “Service”), Customer agrees to the following additional terms and conditions:

  • Additional Agreements. Customer acknowledges that Provider utilizes certain third party providers (collectively, the “Third Party Service Providers”) to provide the Service and Customer acknowledges and agrees that:
    • Provider and the Third Party Service Providers may interrupt, limit, suspend or impose additional requirements on the Service at any time and for any period of time for any reason, including, but not limited to the following: (i) any conduct that violates Provider’s and the Third Party Service Providers’ policies; (ii) any conduct that involves the use of abusive, derogatory, insulting, threatening, vulgar or similarly unreasonable language or behavior directed at any of Provider’s and the Third Party Service Providers’ employees or representatives whether it be in person, over the phone, or in writing; (iii) any abusive use of the Third Party Service Providers’ network or the Service; (iv) any use of the Covered Products and/or the Service for an unlawful or fraudulent purpose; (v) any use of the Covered Products and/or the Service in any way that: (1) is harmful to, interferes with, or negatively affects the Third Party Service Providers’ network, customers, or the network of any other provider, (2) is harmful to, interferes with, or negatively affects Third Party Service Providers’ services or operations, (3) infringes intellectual property rights of the Third Party Service Providers, or (4) generates spam or other abusive messaging or calling, a security risk, or a violation of privacy; (vi) any failure to make all required payments when due or any required advance payment or deposit; (vii) any provision of inaccurate or misleading credit information; (viii) any modification of the Covered Product from its manufacturer’s specifications; or (iv) it has become impractical or unfeasible for any legal or regulatory reason to provide the Service.
    • Customer is not acquiring the Service for the purposes of re-licensing, resale or redistribution of similar services. The Service is for Customer’s use only and Customer may not resell the services to any other party. The Service is designed for normal commercial use and are not intended to represent typical usage by unique organizations such as call centers, resellers, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services. Unauthorized or excessive use beyond that normally experienced by typical business customers violates the Agreement (including this Addendum) and may cause extreme network capacity and congestion issues and interfere with Provider’s and the Third Party Service Providers’ network and other networks with whom Provider connects for call initiation and completion services.
    • Provider and the Third Party Service Providers are not responsible for the selection, supply, installation, operation, or maintenance of any device, product, equipment or software owned or licensed by Customer and used in connection with the Service.
    • Unless expressly set out in the Agreement (including this Addendum), Provider and the Third Party Service Providers make no representations, warranties, covenants or guarantees relating to: (a) network transmission capacity; (b) whether data will be transmitted in an uncorrupted form; (c) the security of any transaction, communication, facility or service; (d) the fault tolerance of the Service or the suitability of same for high risk activities; (e) the compatibility of the Service with Customer’s use; or (f) devices and telephone numbers, or other third party supplied components.
    • The Service does not extend to any maintenance, repair, rearrangement, alteration, modification or adjustment which becomes necessary due to, resulting from or in any way related to, damage, misuse or failure on Customer’s part. In addition, in the event of the interruption, failure or breakdown of the Service, or the loss or spoiling of Customer’s programs or data, Provider and Third Party Service Providers make no warranty that any of them will be restored. Customer assume full responsibility for backing up Customer’s own files and preserving Customer’s own data.
    • The use of any information available through the Service is at Customer’s own risk and responsibility.
    • Customer understands that the Third Party Service Providers and Provider cannot guarantee the security of data transmissions, and will not be liable for any lack of security relating to the use of the Service.
    • All phone numbers are subject to rules and restrictions imposed by telecommunications providers and Provider or the Third Party Service Providers may, at their sole discretion, reclaim the phone numbers as determined by such telecommunications providers.
    • In the event Provider or the Third Party Service Providers discover or have reason to believe (i) suspicious or fraudulent calls being made, (ii) calling patterns or volumes materially outside of Customer’s regular usage patterns or (iii) other usage in violation of the terms and conditions hereof, Customer consents to Provider or the Third Party Service Providers taking actions they deems reasonably necessary (including temporary suspension of the affected Service or blocking or limiting access to particular calling numbers or geographic areas), without notice to Customer, to prevent such calls from taking place, if such immediate suspension is required to protect Provider or the Third Party Service Providers, their vendors, their other customers, the Service or other third parties. Customer acknowledges and agrees that Provider is not liable for any fraudulent calls processed and billed to Customer’s account unless such calls are the result of Provider’s gross negligence or willful misconduct.
    • The Service is provided through the public Internet and third party networks which are outside of Provider’s and the Third Party Service Providers’ control. Provider and the Third Party Service Providers make no representation that the Internet or any such third party network will adequately secure or protect the privacy of Customer or any end user’s personal information, and Provider expressly denies any associated liability. Actions or inactions caused by these third party networks can result in situations in which Customer’s connections may be impaired or disrupted. Provider and the Third Party Service Providers expressly disclaims warranties with respect to these third party networks or any disruptions that may occur thereon.
  • Restrictions. Customer shall not (and shall not allow any third party to):
    • decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming;
    • remove any product identification, copyright, or other notices;
    • modify, incorporate into, or with other software create a derivative work of any part of the Service;
    • modify or otherwise alter the operation of the Service, or program, reprogram, or tamper with the Service in any manner;
    • rent, lease, lend or provide commercial hosting services with the Service;
    • use the Service to encourage any illegal, fraudulent, abusive, or other activities that materially interfere with the business or activities of Provider and Third Party Service Providers;
    • attempt to bypass or break any security mechanism on the Service or use the Service in any other manner that poses a material security or service risk to Provider, the Third Party Service Providers or any of their other customers;
    • launch or facilitate, whether intentionally or unintentionally, a denial of service attack on the Service or any other conduct that materially and adversely impacts the availability, reliability, or stability of the Service;
    • use the Service in any manner that causes a telecommunications provider to complain about Customer’s use or materially violates the following: (a) industry standards, policies and applicable guidelines published by (i) the CTIA (Cellular Telecommunications Industry Association), (ii) the Mobile Marketing Association, or (iii) any other generally recognized industry associations; (b) telecommunications provider guidelines and usage requirements;
    • engage in any unsolicited advertising, marketing or other activities prohibited by applicable law or regulation covering anti-spam, data protection, or privacy legislation in any applicable jurisdiction, including, but not limited to anti-spam laws and regulations such as the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act;
    • use the Service to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses;
    • use the Service to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended (“HIPAA”);
    • use the Service to record or monitor a phone call or other communication without securing consent from the participants to the phone call or other communication as required under applicable law (including, as applicable, California’s Invasion of Privacy Act and similar laws in other jurisdictions);
    • use the Service in a manner that triggers a law enforcement, government, or regulatory agency to request the suspension of the Service to Customer and/or Customer’s phone numbers;
    • use the Service to transmit any material that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech, and any other material that, Provider or any Third Party Service Provider reasonably believe, degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category;
  • Prohibited Activities:
    • The Service is not intended to be used in any manner which has any of the following effects and such use is prohibited if it: (a) conflicts with applicable law, (b) compromises network security or capacity, (c) excessively and disproportionately contributes to network congestion, (d) adversely impacts network service levels or legitimate data flows, (e) degrades network performance, (g) causes harm to the network or other customers, (h) defeats, obstructs or penetrates, or attempts to defeat, obstruct or penetrate the security measures of Provider’s and the Third Party Service Providers’ network or systems, or another entity’s network or systems, or (i) accesses, or attempts to access without authority, the accounts of others. For example, this includes, but is not limited to, auto-dialing or predictive dialing; malicious software or “malware” that is designed, intentionally or unintentionally, to infiltrate a network or computer system such as spyware, worms, Trojan horses, rootkits, and/or crimeware; “denial of service” attacks against a network host or individual user; and “spam” or unsolicited bulk call-in (or activities that have the effect of facilitating unsolicited bulk call-in).
    • Customer agrees that Provider and the Third Party Service Providers may take any and all actions necessary to enforce Section 3.a above, including but not limited to: (a) modify, without advance notice, the permitted and prohibited activities, and the optimization requirements for the Service; (b) engage in any reasonable network management practice to enhance customer service, to reduce network congestion, to adapt to advances and changes in technology, and/or to respond to the availability of wireless bandwidth and spectrum; (c) reduce Customer’s data throughput speeds at any time or place if the data usage exceeds an applicable, identified usage threshold during any billing cycle; (d) use reasonable methods to monitor and collect customer usage information to better optimize the operation of the network, subject to Provider’s privacy policy; and (e) interrupt, suspend, cancel or terminate the Service without advance notice.
  • Emergency Service. Customer agrees and acknowledges that the Service does not support emergency dialing, functions or services, including 911, Enhanced 911 and 112 calls (the “Emergency Service”) in the same way that traditional emergency services work, and that the limitations of Emergency Service provided by the Service may include the following:
    • Emergency Service may not connect to the Public Safety Answering Point (“PSAP”), or may ring to the administrative line of the PSAP, which may not be staffed after hours, or by trained emergency operators;
    • Emergency Service may correctly connect to the PSAP, but may not transmit the user’s phone number and/or location information;
    • Customer may need to provide location or other information to Provider and the Third Party Service Providers, and update this information if they change locations, for their Emergency Service to function properly;
    • The Service may not work during a power outage, or when the Internet connection fails or becomes overloaded;
    • The Service will not function if the telephone equipment or other equipment necessary to place calls is not correctly configured;
    • VoIP calls may not be capable of being received and/or processed by an emergency call center due to the center’s technical limitations; and
    • VoIP calls may be affected by other factors or force majeure events, such as the quality of the broadband connection and network congestion.
  • Number Portability. Unless otherwise required by applicable Law, Provider and the Third Party Service Providers, at their sole discretion, reserve the right to refuse to allow Customer to port away any phone number ported into the Service or purchased from the Service. Furthermore, Customer agrees that phone numbers are “locked” by default solely to prevent phone numbers from being ported away maliciously or mistakenly. Regardless, Provider or the Third Party Service Providers may, at their sole discretion, allow Customer to port away phone numbers that Customer purchase from the Service and allow Customer to port away phone numbers that Customer port to the Service, provided that Customer (a) is in good standing with payments; (b) provides clear notice of their intent to port the phone numbers away from the Service before execution of the port-away request; and (d) is in compliance with the Agreement (including this Addendum).
    • If Provider or the Third Party Service Providers agree to port any phone numbers into the Service, Customer hereby authorizes the Provider and the Third Party Service Providers to process Customer’s order and to notify Customer’s current local telephone company or other service provider of its decision to switch all phone services to Provider and the Third Party Service Providers, and represents and warrants that Customer is authorized to take this action.
    • Customer agrees and acknowledges (i) that the porting of Customer’s numbers requires Customer’s provision of specific, detailed and accurate information to Provider and other service providers, as applicable, and the completion of certain steps and procedures, as well as third parties’ completion of certain tasks, and (ii) that numbers may not be ported in or ported out unless such information matches the information on record with Provider or other service providers. The completion of a port request is dependent upon these and other factors which may be outside the control of Provider or other service providers, and accordingly, Provider is not responsible for delayed or incomplete ports.
    • Provider and the Third Party Service Providers may receive requests from other telephony providers (“Requesting Party”) acting as agents on Customer’s behalf to port a telephone number currently assigned to Customer to a third party provider (“Port-Out”). Provider will cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and Provider’s or its vendors’ standard operating procedures. Customer will be responsible for all monthly, usage and disconnect fees associated with Service until the Port-Out date of completion or last date of the service period, whichever comes last. Provider assumes no liability for costs associated with any numbers that cannot be ported or that Customer chooses not to port.
    • Telephone numbers provided by Provider or the Third Party Service Providers (“Provided Numbers”) to Customer shall be leased and not sold. Customer will use Provided Numbers it leases with the Service and on devices approved or prescribed by Provider. In the event Customer does not port Provided Numbers following termination of Service, Customer thereafter relinquishes any rights in such numbers, and Provider and the Third Party Service Providers reserve the right to move, change or cancel Provided Numbers not ported by Customer following termination in its reasonable discretion.
  • Changes to the Service. Provider and the Third Party Service Providers reserve the right, but in their sole discretion and without any obligations, to (i) remove, add, or modify features and functions of the Service; (ii) to provide fixes, updates and upgrades to the Service; (iii) change or replace any feature of the Service at any time, provided that such change will not materially alter the core features, functionality or security of the Service; or (iv) make improvements to or correct any error or omissions in any portion of the Service without any notice. Customer agrees to implement promptly all fixes, updates, upgrades and replacements of software as directed by Provider or the Third Party Service Providers. Provider shall not be liable for inoperability of the Service due to failure of Customer to timely implement the required changes.
  • Recordings and Communication Monitoring. If Customer records or monitors telephone calls or other communications using the Service, then Customer represents and warrants that Customer will comply with all applicable laws prior to doing so at all times. Provider and the Third Party Service Providers make no representations or warranties with respect to recording or monitoring of telephone calls or other communications, and recommend that Customer always secure prior consent to record or monitor communications using the Service. Customer acknowledge that these representations, warranties, and obligations are essential to the ability to provide Customer with access to recording and monitoring features that are part of the Service, and you further agree to indemnify us and our affiliates in accordance with the terms of Section 8 arising out of or related to Customer’s acts or omissions in connection with recording or monitoring telephone calls or other communications, whether such claims arise under contract, tort, statute or other legal theory.
  • Limitations of Liability. Unless prohibited by law, the following limitations of liability apply:
    • The Service may be interrupted, delayed, or otherwise limited for a variety of reasons, including environmental conditions, system capacity, equipment modifications and repairs. Third Party Service Providers may block access to certain categories of numbers at their sole discretion. Provider and Third Party Service Providers may, but do not have the obligation to, refuse to transmit any information through the Service. PROVIDER AND THE THIRD PARTY SERVICE PROVIDERS DO NOT GUARANTEE UNINTERRUPTED SERVICE. PROVIDER AND THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, ACCURACY, SECURITY, OR PERFORMANCE REGARDING ANY SERVICE, SOFTWARE OR GOODS, AND IN NO EVENT SHALL PROVIDER OR THE THIRD PARTY SERVICE PROVIDERS BE LIABLE, WHETHER OR NOT DUE TO ITS OWN NEGLIGENCE, for any:
      1. act or omission of a third party;
      2. interruptions, errors, failures to transmit, or delays in the Service;
      3. damage or injury caused by the use of Service;
      4. claims against Customer by third parties;
      5. damage or injury caused by a suspension or termination of Service; or
      6. damage or injury caused by failure or delay in connecting to any emergency service.
    • Provider and the Third Party Service Providers are not liable for any indirect, special, punitive, incidental or consequential losses or damages Customer or any third party may suffer by use of, or inability to use, Service, including loss of business or goodwill, revenue or profits, or claims of personal injuries.
    • Customer hereby releases, indemnifies, and hold Provider, the Third Party Service Providers and their officers, directors, employees and agents harmless from and against any and all claims of any person or entity for damages of any nature arising in any way from or relating to, directly or indirectly, the service provided by Provider or the Third Party Service Providers or any person’s use thereof, including claims arising in whole or in part from the alleged negligence of Provider or the Third Party Service Providers, or any violation by Customer of the Agreement (including this Addendum). This obligation shall survive the termination of the Service.
    • PROVIDER AND THE THIRD PARTY SERVICE PROVIDERS DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED THROUGH OR STORED BY THE SERVICE.
    • CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS NOT DESIGNED, INTENDED OR RECOMMENDED AS A MEANS BY WHICH TO STORE OR TRANSMIT “PROTECTED HEALTH INFORMATION” (“PHI’) AS DEFINED UNDER HIPAA. PROVIDER MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE OR ITS USE WILL COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA, AND IS RELEASED FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA.
    • CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS INTENDED FOR GENERAL BUSINESS USE ONLY, AND IS NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE OR RESALE AS SERVICE IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE (E.G., EMERGENCY MEDICAL CARE, HAZARDOUS ACTIVITIES) OR IN WHICH THE FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. PROVIDER AND THE THIRD PARTY SERVICE PROVIDERS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES OR SERVICES. NEITHER PROVIDER NOR THE THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD PROVIDER AND THIRD PARTY SERVICE PROVIDERS HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE SERVICE TO CONTACT EMERGENCY SERVICES.
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