LEGAL – 911 SERVICE AVAILABILITY

Digital Future’s business telephone service differs from telephone service offered by traditional telephone carriers. These differences include differences in how 911 calls are handled. Some of the most important differences are explained below.

SERVICE LIMITATIONS

Digital Future’s business telephone service (the “Services”) will not function if a customer loses electrical power, if the customer experiences interrupted connection to its broadband internet service, or if the customer cannot connect to Digital Future’s platform because of an obstruction on the customer’s wide area network or local area network, such as a port blocked by the customer’s internet service provider. These limitations also apply to Digital Future’s 911 dialing service (“Digital Future 911 Dialing”).

The Services, including Digital Future 911 Dialing, may not be accessible from a particular phone or other calling device if that device is not configured correctly or otherwise malfunctions.

The Services are not set up to provide the autodialing functionality sometimes relied on by security systems, medical monitoring equipment, TTY equipment, etc. Customers should not rely on the Services to provide this functionality.

E911

Enhanced 911 (“E911”) service is 911 service which includes automatic forwarding of location and callback information to emergency responders at a 911 answering point. Automatic forwarding of this information can assist emergency responders and can facilitate callback if a 911 call is dropped before completion. The information forwarded by the E911 system is called Automatic Location Information (“ALI”) and Automatic Number Information (“ANI”).

To facilitate E911 service, Digital Future requires each customer to register a physical address for each calling device on the customer’s PBX. The customer must provide an accurate and physical address for each device. The customer must also provide an updated address if the physical location of a device changes. The customer may notify Digital Future of changes by submitting a request to support@dfcloudpbx.com.

After a customer provides address information for a device, there may be some delay before automatic forwarding of ALI/ANI is enabled. Digital Future will notify the customer when automatic forwarding of ALI/ANI has been enabled.

A device’s registered address is the only means by which to route a E911 call to the geographically-assigned E911 answering point. Therefore, if the customer registers incorrect ALI/ANI information, E911 call routing may not function correctly. If the geographically-assigned E911 answering point is unavailable, E911 calls may be forwarded to a different 911 answering point.

Some 911 answering points are not equipped to receive ALI/ANI information. When an E911 call is directed to a 911 answering point that isn’t equipped to receive ALI/ANI information, the caller will need to provide location and callback information verbally.

As with Digital Future 911 Dialing generally, E911 service will not function if the Services do not function and will be inaccessible from a particular device if the Services are inaccessible from that device.

Notice to Users of Digital Future 911 Dialing

Each Digital Future customer is responsible to notify any individuals who may place calls using the Services of the limitations of Digital Future 911 Dialing as described in this policy. Digital Future will provide the customer with warning labels informing callers of the limitations contained in this policy and the customer is responsible to place them on or near each calling device used with the Services. If a customer has not received labels or needs additional labels, it may request them from Digital Future’s Support by submitting a request to support@dfcloudpbx.com.

In light of the limitations of Digital Future 911 Dialing discussed above, Digital Future recommends that each customer maintain 911 failover services or another alternate means to access traditional 911 dialing service.

DIGITAL FUTURE U.S. PRIVACY POLICY

Data Categories and Collection Purposes

When you visit our website(s) and/or use our Services, you provide the following categories of personal data to us:

  • Customer Account and Registration Data is data you provide when you create your account with us, request support or technical assistance, or register for events, webinars, whitepapers and surveys, which typically include first and last name, billing data, and a valid email address. We need this data to provide the Services to you, to maintain and support your account, as well as to collect payment.
  • Service Data (including Session, Location and Usage data): When you visit our websites and use our Services, we receive data that you or others voluntarily enter, including on schedules and attendee lists, as well as data that is automatically logged by the website or Service – for example, duration of session, connections made, hardware, equipment and devices used, IP addresses, location, language settings, operating system used, unique device identifiers and other diagnostic data. We need this information to provide, operate, and improve our Services. We collect location-based data for the purpose of providing, operating, and supporting the Service and for fraud prevention and security monitoring; you can disable location data transmission on mobile devices at any time by disabling location services from the settings menu on your device.

We strive to limit the types and categories of personal data that is collected from, and processed on behalf of, our users to include only information which is necessary to achieve the purpose(s) for which it was collected and we do not use personal data for additional purpose(s) which are incompatible with their initial collection. In other words, we have measures and policies in place designed to ensure that we only collect and process information from our users that we believe is necessary to operate and provide them with a world-class Service.

How We Use Your Data

We use the data we collect from visitors to our websites to: (a) provide and operate our Services; (b) address and respond to service, security, and customer support needs; (c) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; (d) comply with applicable laws and administrative requests, protect our rights, assert and defend against claims; (e) fulfill contracts; (f) maintain and improve our Services; (g) provide analysis or valuable data back to our customers and users; (h) assess the needs of your business to determine and promote other Digital Future products which we believe may be helpful to you; (i) provide product updates, marketing communications, and service data; (j) conduct research and analysis for business planning and product development; (k) display content based upon your interests; and (l) to the extent permitted by law, we may combine, correct, and enrich personal data that we receive from you with data about you from other sources, including publicly available databases or from third parties to update, expand, and analyze our records, identify new prospects for marketing, and provide products and Services that may be of interest to you.

Analytics, Cookies and Other Web Site Technologies

We continuously improve our websites and Services through the use of first- and third-party cookies and other web analytics tools, which help us understand how our visitors use our websites, desktop tools, and mobile applications, what webpages, features and functions they like and dislike, and where they may have run into problems which need to be addressed.

Google Analytics and Adobe Marketing Cloud

We use Google Analytics. You can prevent your data from being used by Google Analytics on our websites by installing the Google Analytics opt-out browser add-on here. Portions of our website may use Google Analytics for Display Advertisers including DoubleClick or Dynamic Remarketing which provide interest-based ads based on your visit to this or other websites. We may also use Adobe Marketing Cloud. You can similarly exercise your rights with respect to use of this data as described in the “Exercising Choice” section below.

Social Media: Our websites include social media features, such as Facebook, Google, and Twitter “share” buttons. If you use these features they may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly – you can exercise your rights with respect to the use of this data as specified in the “Exercising Choice” section below. These services will also authenticate your identity and provide you the option to share certain personal data with us such as your name and email address to pre-populate our sign-up form or provide feedback. Your interactions with these features are governed by the Privacy Policy of the third-party company providing them.

Exercising Choice

We do not currently respond to web browser “do not track” signals or similar mechanisms, but instead offer visitors to our websites control over cookies and other web analytics tools via our Cookie Preferences hyperlink at the bottom of our home page and/or as specified below.

You can still view our websites if you choose to set your browser to refuse all cookies; however, you will need to keep certain cookies enabled to establish an account or to install the Services.

Data Sharing

We share your personal data: (a) at your direction, with separate, specific notice to you, or with your consent; (c) with third-party service providers under appropriate confidentiality and data privacy obligations (only for the purposes identified in Section 3, “How We Use Your Data”); (d) in connection with a merger, divestiture, acquisition, reorganization, restructuring, financing transaction or sale of assets pertaining to a business line; and (e) as required by law or administrative order, to assert claims or rights, or to defend against legal claims.

Security

Digital Future has implemented a comprehensive data privacy and security program which includes appropriate technical and organizational measures designed to safeguard and protect the personal, identifiable, and/or confidential information we collect or you share with us.

Changes

We update this Privacy Policy from time-to-time to reflect changes to our personal data handling practices or respond to new legal requirements and will post updates here. However, if we make any material changes that have a substantive and adverse impact on your privacy, we will provide notice on this website and additionally notify you by email (sent to the e-mail address specified in your account) for your approval prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices.

Children’s Privacy

Digital Future’s webpages are intended for general audiences – we do not seek through our sites to gather personal data from or about persons that are sixteen (16) years of age or younger. If you inform us or we otherwise become aware that we have unintentionally received personal data from an individual under the age of sixteen (16), we will delete this information from our records.

Access Requests

Digital Future respects your control over your information and, upon request, we will confirm whether we hold or are processing information that we have collected from you. You also have the right to amend or update inaccurate or incomplete personal data, request deletion of your personal data, or request that we no longer use it. Under certain circumstances we will not be able to fulfill your request, such as if it interferes with our regulatory obligations, affects legal matters, we cannot verify your identity, or it involves disproportionate cost or effort, but in any event we will respond to your request within thirty (30) days and provide you an explanation.

Please note that for personal data about you that we have obtained or received for processing on behalf of a separate, unaffiliated entity – which determined the means and purposes of processing, all such requests should be made to that entity directly. We will honor and support any instructions they provide us with respect to your personal data.

Contact Us

If you have questions or requests relating to personal data or privacy, please contact us at https://support.dfcloudpbx.com which allows you to make a request online or through a phone call, and/or via e-mail at support@dfcloudpbx.com.

PROFESSIONAL SERVICES TERMS AND CONDITIONS

These Professional Services Terms and Conditions (“Terms”) apply to the person or organization (“Customer” or “you”) purchasing professional services from Digital Future (“Digital Future” or “us” or “we”) pursuant to a mutually agreed to statement of work or similar document between the parties (“SOW”). These Terms are incorporated in and made a part of all SOWs. Each of Customer and Digital Future may be referred to herein individually as a “Party” and collectively as the “Parties.” Except as otherwise expressly set forth herein, a SOW is governed by the terms and conditions referenced in the underlying ordering document (“Order”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Order.

  1. Overview. In connection with an Order, you have requested that Digital Future provide certain configuration and implementation services related to Digital Future’s software-as-a-service offerings as more fully described in the applicable SOW (the “Professional Services” or “Services”). Any Professional Services not expressly described in the SOW are deemed out of scope and subject to a separate scoping exercise and mutually agreed to statement of work between the Parties, including additional charges as set forth therein. We may update these Terms from time to time, which will be identified by the last updated date, and may be reviewed at https://www.dfcloudpx.com/legal/professional-services.
  2. Customer Materials. In order to perform the Professional Services, we require access to certain Customer owned or separately licensed materials, such as content libraries, logos, trademarks, information, facilities, software, hosted platforms, APIs, personnel, systems and infrastructure (“Customer Materials”). Customer retains ownership of the Customer Materials and grants Digital Future a limited license to access, use and modify the Customer Materials as reasonably necessary to enable Digital Future to provide the Professional Services. Customer represents and warrants that it has all rights and consents necessary to provide the foregoing license to Digital Future. Our obligation to provide the Professional Services shall be contingent upon your timely provision of the Customer Materials to us.
  3. Project Management and Governance. As needed based on the scope of the SOW, we will assign a project manager to proactively manage and control the scope and budget of the project as well as direct the work of our resources. We agree that all personnel who perform the Professional Services by or on behalf of Digital Future (“Personnel”) are (and shall remain during the delivery of the PROFESSIONAL SERVICES) (i) either regular, full or part-time employees or subcontractors that have valid work authorizations to the extent required by applicable law; and (ii) bound by agreements that contain obligations related to intellectual property and confidentiality no less restrictive than those set forth herein. We retain the exclusive right to select the Personnel that will provide the Professional Services and to make changes as required in our discretion. We are fully responsible for the performance of such Personnel who are providing Professional Services in connection with the SOW.
  4. Deliverables. We will provide the Professional Services in a professional and workmanlike manner in accordance with our standard procedures and methodology as outlined in the SOW. Upon Customer’s payment of all relevant fees due pursuant the SOW, Digital Future grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, license to use the Deliverables (as defined below) provided to Customer by Digital Future solely in connection with Customer’s access to and use of the relevant Digital Future software-as-a-service offerings to which the Deliverables relate for Customer’s internal business purposes during the applicable subscription term set forth in the relevant Order. Subject to the foregoing license right, (i) Digital Future owns the Deliverables (excluding any Customer Materials contained therein) and all intellectual property used by or on behalf of Digital Future in providing the Professional Services, including without limitation, all processes, know-how, code, data, reports and related materials (and modifications or derivatives thereof); and (ii) Digital Future reserves all rights not expressly granted herein to the Deliverables and all intellectual property rights described in subsection (i) above. Nothing contained herein limits Digital Future’s right to develop, use, market, or sell services or products that are similar to the Deliverables or Professional Services provided pursuant to a SOW, or to use such Deliverables (excluding Customer Materials, as defined below) to perform similar services for any other purposes, including without limitation in connection with other projects and customers. “Deliverables” means any tangible or intangible work product that is created, conceived, developed or otherwise generated by or on behalf of Digital Future in its performance of the Professional Services, including any modifications or derivatives thereof, such as documents, reports, data, models, processes, software, scripts, analysis, specifications, integrations, APIs, interfaces, programs, and other materials and results.
  5. Acceptance and Completion. Unless otherwise expressly stated in the applicable SOW, all Professional Services will be deemed completed when we provide you notification of completion of Professional Services, which may be provided via email. To the extent that the Deliverables require review by you, as determined in our discretion or as otherwise expressly agreed upon in the SOW, we will notify you at the time of completion and provide an acceptance form. You shall have no more than 3 business days from the date that we provide such notification (“Notice Period”) to either (i) sign and return the acceptance form to us, at which point all Professional Services will be deemed completed or (ii) notify us of any material, bona fide issues or defects in the Deliverables that render them in material noncompliance with the specifications set forth in the SOW, provided that such notice shall contain reasonable detail and must be delivered to the Digital Future contact specified in the SOW in writing and must be received by us within the Notice Period, otherwise the acceptance form will be deemed approved and the Professional Services will be complete. You may only reject the Deliverables if they fail to materially conform to the agreed upon specifications set forth in the SOW. In the case of a notification of defect as set forth in (ii) above, if we determine in our sole and reasonable discretion that such issue or defect is material and a result of our performance of the Professional Services, we will make reasonable efforts to correct and redeliver the Deliverables promptly upon receipt of such notice, at which point the Professional Services will be deemed completed and accepted.
  6. Fees and Timeline. The fees for Professional Services will be set forth in the applicable SOW or Order (the “Fees”). Unless otherwise expressly stated in the SOW or Order, all Fees are non-refundable, non-cancellable and due upon the effective date of the relevant SOW. For the avoidance of doubt, license fees or other fees related to access and use of the Digital Future software-as-a-service offerings are outside of and in addition to the Fees due in payable in connection with the Professional Services. Any specific timeline for completion of the Professional Services shall be set forth in the SOW.
  7. General Assumptions. Our obligation to perform the Professional Services is contingent upon the fulfillment of certain obligations and assumptions as follows:
    1. Prior to commencement of the Professional Services, you will designate a person known as the Customer Project Manager who will have the authority to act on behalf of you in all matters regarding the SOW. This single point of contact will be responsible for facilitating all communications between you and us and for cooperating as to issue resolution, activity scheduling, interview scheduling, and information collection and dissemination. The timeliness of communications and other activities will directly affect our ability to meet agreed upon schedule deadlines;
    2. You will ensure that we have access to the account(s) associated with the relevant Digital Future software-as-a-service offerings and all related infrastructure, networks and facilities;
    3. If onsite work is required and agreed upon in the SOW, you will provide us with a work area for Personnel while on site, which shall include access to any required network, servers, printers, Internet connection (to support a Virtual Private Network connection), and a working telephone;
    4. Project delays resulting from Customer-owned (or licensed) software or hardware issues may result in additional fees should the timeline of the project be impacted by these delays;
    5. Professional Services are performed during our normal business hours (Monday through Friday, 8:00am to 5:00pm local time, excluding holidays). To the extent that you require Professional Services to be provided outside of normal business hours, if acceptable to us in our reasonable discretion, we may issue a Change Order as described in the SOW, which may include an increase to the applicable Fees;
    6. The Fees are independent of any travel or other expenses incurred by us in relation to onsite work and related charges, which shall be separately invoiced by us, as applicable; and
    7. Unless expressly included in a SOW, (i) the scope of Professional Services does not include system administration activities such as creating user accounts, adding users to groups, managing attribute lookup data and related activities; (ii) we not provide hosting or operational support of any middleware logic, applications or related assets.

VOIP SERVICES

Digital Future’s PREMHost CloudPBX Service offering provides users cloud-based VoIP, video, messaging, and contact center services and associated enabling hardware.

  • Technical Sufficiency Criteria. Our PREMHost CloudPBX Services require a properly-configured, high performance, enterprise-grade broadband IP network and connection. Use of the PREMHost CloudPBX Services with any network, services, or connection not compatible with the PREMHost CloudPBX Services may result in partial or complete unavailability, interruption, or underperformance of the PREMHost CloudPBX Services or other services utilizing the same network, services, or connection. Customer will provide and maintain, at its own cost, an IP network, services, and connection meeting the foregoing standard and all equipment necessary for the PREMHost CloudPBX Services to connect to and use such network, services, and connection.
  • Adding or Removing Services. You may add users to your account at any time. We determine the number of users on your service on the final day of the month and will charge your account accordingly. To reduce the number of users, or to terminate this agreement, you must notify us no less than 30 days before the end of the Term, and the reduction or termination will take effect after the end of the then-current Term. For the purposes of this Addendum, “Service Charges” means fixed monthly charges for the Services on your account.
  • Rates. The VoIP Services include (subject to fair usage) in-country calling to the applicable landline and mobile phone number (excluding information service/special number prefixing). Out of country (international calling) would adhere to the applicable VoIP Service’s international calling plan with rates defined by country and call type (i.e., landline or mobile). All other calls will be billed based on the current regional standard rates set forth in the applicable calling plan. Standard rates are subject to change without notice. We reserve the right to revise rates once per year at any time after the Initial Term and upon thirty (30) days’ prior written notice. Pricing may also change due to regulatory requirements, market conditions, or other pass through charges.
  • Emergency (911) Services.
    • 911 Service Availability and Use. You acknowledge (1) that you have read and understood our 911 Service Policy, which is available at www.dfcloudpbx.com/legal/911-service-policy, and (2) that the 911 dialing service we offer differs from 911 dialing service offered by traditional telephone carriers in the ways described in the 911 Service Policy, including that 911 Dialing will not function if you lose electrical power or broadband internet connection or if anything on your wide area network or local area network blocks your connection to our platform. Also, 911 Dialing will not function if we have deactivated the Services for any reason, including your non-payment.
    • Physical Location Information. You must provide us the physical location of each device used to make or receive calls, and we will not activate a device until we have received this information. If you relocate any device, you must promptly notify our Support Department of the device’s new location by submitting a support ticket and you must pay any fees associated with updating the location database. For the purposes of this Addendum, a “device” is a physical phone, soft phone, fax machine, analog telephone adapter, or other device used to make or receive calls using the Service.
    • Callback Information. Location and callback information associated with a device will normally be automatically forwarded to an “emergency dispatch center,” defined as any local or national answering point for 911 calls, when using 911 Dialing. Because some emergency dispatch centers are not equipped to receive such location and callback information, you acknowledge that you may need to provide location and callback information verbally. Automatic forwarding of location and callback information is not activated for any device until we notify you by e-mail that it has been activated.
  • Regulatory Recovery Fees. Except where prohibited by applicable law, we may charge a monthly regulatory recovery fee in connection with any telephony services provided to you within the United States, to offset costs we incur in complying with inquiries and obligations imposed on us by federal, state, municipal, and/or other regulatory bodies and government agencies. This fee is not a tax or charge required or assessed by any government. We may increase or decrease the regulatory recovery fee without notice.
  • Reasonable Use.
    • “Unlimited” Usage. You acknowledge that: (a) any reference we have made to “unlimited” minutes or features refers to our practice not to charge for the Services on a per-minute or per-use basis when use is reasonable; and (b) that we do not offer “unlimited” plans for call center operations, fax spamming, or other activities that use an unusual amount of connectivity to the public switched telephone network (the “PSTN”). We may limit PSTN connectivity, impose per-minute charges for excessive use, or terminate this agreement if we determine that your average per-user PSTN connectivity exceeds the monthly aggregate total of 1,500 minutes per month multiplied by the total number of users authorized for your account.
    • Use Limits. We may block calls or call destinations we believe are associated with toll fraud or traffic pumping and may suspend or terminate Services we believe were obtained by subscription fraud.
  • Equipment and Additional Products.
    • Purchase and Cancellation. You acknowledge that except as set forth below, all equipment purchases are final and non-refundable. Cancelling an equipment purchase does not terminate the Agreement or any Services you have purchased. You may cancel an equipment order you have previously placed: (a) by notifying us no later than 24 hours after submitting the Order; or (b) if, after more than 24 hours from Order submission, you deliver written notice to us no more than 30 days after submitting the Order and pay a 25% restocking fee for all cancelled or rejected equipment purchases. We will not issue a refund until the equipment is returned to us. Returned equipment must be in like-new condition in original packaging. In addition to the restocking fee, you must pay all costs to replace damaged equipment or missing components or packaging.
    • Shipment. All equipment is sold FOB our shipping point unless otherwise noted. Delivery of equipment to our or another loading point will constitute delivery to you, and regardless of shipping terms, you will bear all risk of loss or damage in transit.
    • Manufacturer’s Warranty. We assign you any and all rights we have under any manufacturer’s warranty for equipment you purchase from us. We may, in our discretion, assist you in obtaining replacement equipment or equipment service under the manufacturer’s warranty.
    • Equipment Rental. If you are renting any equipment from us, whether the rental is separately listed on the Order or is bundled with Services, the terms of that equipment rental agreement, are hereby incorporated by reference.
    • PREMHost Business Continuity. If you are purchasing a subscription to the Jive Business Continuity service, the terms of that network services agreement, are hereby incorporated by reference.
    • SD-WAN Purchase. If you are purchasing SD-WAN services, the terms of that SD-WAN purchase agreement, are hereby incorporated by reference.
  • Term & Termination.
    • Term. Notwithstanding anything to the contrary in the Terms of Service, the Initial Term begins on the Effective Date and will continue for the duration specified on the Order, measured from the first day of the month following the Effective Date. After the Initial Term, the Services will automatically renew on an annual basis (each, a “Renewal Term”).
    • Early Termination. If you terminate the Agreement or the Services purchased hereunder for any reason (except for our material breach), or if we terminate the Agreement or the Services purchased hereunder due to your breach, you will remain responsible for all applicable Service Charges through the end of the Term.

TERMS OF SERVICE

This is a legal agreement between the person or organization (“Customer” or “you”) agreeing to these Terms of Service (“Terms”) and the applicable contracting entities at (“Digital Future,” “us,” or “we”). By accepting these Terms, signing an Order, or using the Services, you represent that you are of legal age and have the authority to bind the Customer to the Order, these Terms, and the applicable “Service Descriptions” available at https://www.dfcloudpbx.com/legal/services, as well as the Professional Services Terms and Conditions available at https://www.dfcloudpbx.com/legal/professional-services, each as applicable (collectively the “Agreement”).

  1. ACCESS AND USE OF THE SERVICES.
  • 1.1. Right to Use Services. You agree to use the Services in accordance with the use levels by which we measure, price and offer our Services as posted on our websites, your Order, or the Service Descriptions (“Use Levels”). You may use our Services only as permitted in these Terms, and you consent to our Privacy Policy at https://www.dfcloudpbx.com/legal/privacy, which is incorporated by reference. We grant you a limited right to use our Services only for business and professional purposes. Technical support for the Services is described in the Service Descriptions. If your affiliates use our Services, you warrant that you have the authority to bind those affiliates and you will be liable if your affiliates do not comply with the Agreement. “Service(s)” means our software-as-a-service offerings and our audio services (including any related hardware, which are offered by Digital Future, LLC, our telecommunications providers responsible for the rates and terms relating to the respective audio services). The Service Descriptions are incorporated into these Terms. You understand that your personal data may be processed in connection with your use of our Services, software, and websites which are provided via equipment and resources located in the United States and other locations throughout the world.
  • 1.2. Limitations on Use. By using our Services, you agree on behalf of yourself, your users and your attendees, not to (i) modify, prepare derivative works of, or reverse engineer, our Services; (ii) knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or the Services; (iii) transmit through the Services any harassing, indecent, obscene, fraudulent, or unlawful material; (iv) market, or resell the Services to any third party; (v) use the Services in violation of applicable laws, or regulations; (vi) use the Services to send unauthorized advertising, or spam; (vii) harvest, collect, or gather user data without their consent; or (viii) transmit through the Services any material that may infringe the intellectual property, privacy, or other rights of third parties.
  • 1.3. Changes to Services. We reserve the right to enhance, upgrade, improve, or modify features of our Services as we deem appropriate and in our discretion. We will not materially reduce the core functionality (as set forth in the Service Descriptions) or discontinue any Services unless we provide you with prior written notice. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost.
  • 1.4. Proprietary Rights and Digital Future Marks. You acknowledge that we or our licensors retain all proprietary right, title and interest in the Services, our name, logo or other marks (together, the “Digital Future Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Digital Future Marks or is similar to any of these.

2. ORDERS, FEES AND PAYMENT.

  • 2.1. Orders. You may order Services using our then-current ordering processes (“Order”). All Orders are effective on the earlier of (i) the date you submit your Order, or (ii) the date on the signature block of the Order (“Effective Date”). Acceptance of your Order may be subject to our verification and credit approval process. Each Order shall be treated as a separate and independent Order. A Purchase Order is required for non-credit card transactions over 1,000 USD, or equivalent, unless Customer does not require a Purchase Order as part of its purchasing process.
  • 2.2. Fees and Payment. You agree to pay all applicable, undisputed fees for the Services on the terms set forth on the invoice. Except as set forth in Section 3.3 below or in the Service Descriptions, any and all payments you make to us for access to the Services are final and non-refundable. You are responsible for all fees and charges imposed by your voice and data transmission providers related to your access and use of the Services. You are responsible for providing accurate and current billing, contact and payment information to us or any reseller. You agree that we may take steps to verify whether your payment method is valid, charge your payment card or bill you for all amounts due for your use of the Services, and automatically update your payment card information using software designed to do so in the event your payment card on file is no longer valid. You agree that your credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. We may suspend or terminate your Services if at any time we determine that your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment. We will not agree to submit invoices via any customer procure-to-pay online portal or Electronic Data Interchange (EDI) portals. We reserve the right to update the price for Services at any time after your Initial Term, and price changes will be effective as of your next billing cycle. We will notify you of any price changes by publishing on our website, emailing, quoting or invoicing you.
  • 2.3. Sales, Promotional Offers, Coupons and Pricing. Sales, promotions and other special discounted pricing offers are temporary and, upon the renewal of your subscription, any such discounted pricing offers may expire. We reserve the right to discontinue or modify any coupons, credits, sales and special promotional offers in our sole discretion.
  • 2.4. Disputes; Delinquent Accounts. You must notify us of any fee dispute within 15 days of the invoice date, and once resolved, you agree to pay those fees within 10 days. We may, on notice to you, suspend or terminate your Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts.
  • 2.5. Taxes and Withholding. You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, Universal Services Fund (USF) fees or any other similar fees as may be applicable in the location in which the Services are being provided (if applicable to the Audio Services only) and similar taxes or fees (collectively, “Taxes and Fees”) imposed by any government entity or collecting agency based on the Services, except those Taxes and Fees based on our net income, or Taxes and Fees for which you have provided an exemption certificate. Additionally, if you do not satisfy your Tax and Fees obligations, you agree that you will be required to reimburse us for any Taxes and Fees paid on your behalf, and we may take steps to collect Taxes and Fees we have paid on your behalf. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.

3.TERM AND TERMINATION.

  • 3.1. Term. The initial term commitment for your purchase of Services will be as specified on an Order (“Initial Term”) and begins on the Effective Date. After the Initial Term, the Services will, unless otherwise specified in the Service Description for a particular Service, automatically renew for additional 12-month periods (“Renewal Terms”), unless either party provides notice of non-renewal at least 30 days before the current term expires. You may provide notice of non-renewal for each Service you do not wish to renew at accounting@dfcloudpbx.com. We may agree to align the invoicing under multiple Orders but this will not reduce the term of any Order. Terminating specific Services does not affect the term of any other Services still in effect. If we permit you to reinstate Services at any time after termination, you agree that you will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date.
  • 3.2. Termination for Cause. Either party may terminate the Agreement (i) if the other party breaches its material obligations and fails to cure within 30 days of receipt of written notice, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, and we may suspend access or terminate immediately if you breach Section 1.2, 4 or 5.
  • 3.3. Effect of Termination. If the Agreement or any Services are terminated, your account may be converted to a “free” or “basic” version of the Service, if available, at our discretion. Otherwise, you will immediately discontinue all use of the terminated Services. Neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. If we discontinue Services or materially reduce the core functionality in accordance with Section 1.3 above, the related Order will be terminated and we will provide you with a pro rata refund of any prepaid, unused fees. You agree to pay for any use of the Services past the date of expiration or termination which have not been converted to a free version of the Service.
  • 3.4. Survival. The provisions of Sections 2 (Orders, Fees and Payment), 3.3 (Effect of Termination), 4(Your Content and Accounts), 7 (Indemnification), 8 (Limitation on Liability), 9.6 (No Class Actions), 9.11 (Notices), and 9.14 (Contracting Party, Choice of Law and Location for Resolving Disputes) survive any termination of the Agreement.

4. YOUR Content AND ACCOUNTS.

  • 4.1. Your Content. You retain all rights to your Content (defined below) and we do not own or license your Content. We may use, modify, reproduce and distribute your Content in order to provide and operate the Services. You warrant that (i) you have the right to upload or otherwise share Content with us, and (ii) your uploading or processing of your Content in the context of our Services does not infringe on any rights of any third party. Each party agrees to apply reasonable technical, organizational and administrative security measures to keep Content protected in accordance with industry standards. We will not view, access or process any of your Content, except: (x) as authorized or instructed by you or your users in this Agreement or in any other agreement between the parties, or (y) as required to comply with our policies, applicable law, or governmental request. You agree to comply with all legal duties applicable to you as a data controller by virtue of the submission of your Content within the Services. If your Content, including any personal data (as defined under applicable law, which includes, but is not limited to, the General Data Protection Regulation EU 2016/679 or “GDPR” and data protection laws of the European Union, European Economic Area, Switzerland (collectively, the “EEA+”), and the United Kingdom) and is processed by us as a data processor acting on your behalf (in your capacity as data controller), we will use and process your Content in order to provide the Services and fulfill our obligations under the Agreement, and in accordance with your instructions as represented in this Agreement. Notwithstanding anything to the contrary, this Section 4.1 expresses the entirety of our obligations with respect to your Content. “Content” means any files, documents, recordings, chat logs, transcripts, and similar data that we maintain on your or your users’ behalf, as well as any other information you or your users may upload to your Service account in connection with the Services.
  • 4.2. Your Accounts. You are solely responsible for (i) all use of the Services by you and your users, (ii) maintaining lawful basis for the collection, use, processing and transfer of Content, and (iii) providing notices or obtaining consent as legally required in connection with the Services. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you should keep all usernames and passwords confidential. We are not liable for any loss that you may incur if a third party uses your password or account. We may suspend the Services or terminate the Agreement if you, your users, or attendees are using the Services in a manner that is likely to cause harm to us. You agree to notify us immediately and terminate any unauthorized access to the Services or other security breach.

5. COMPLIANCE WITH LAWS. In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. Each party represents that it is not named on any U.S. government denied-party list. Further, Customer shall not permit its users to access or use any Service or Content in a U.S. embargoed country or in violation of any U.S. export law or regulation. If necessary and in accordance with applicable law, we will cooperate with local, state, federal and international government authorities with respect to the Services. Notwithstanding any other provision in these Terms, we may immediately terminate the Agreement for noncompliance with applicable laws.

6. WARRANTIES. WE WARRANT THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. WE DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF OUR SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS, OR (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SERVICES IS AT YOUR SOLE RISK. OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT OUR SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES, OR TO TERMINATE THE NON-CONFORMING SERVICES OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE DATE YOU NOTIFY US OF THE NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.

7. INDEMNIFICATION. You will indemnify and defend us against any third party claim resulting from a breach of Section 1.2 or 4, or alleging that any of your Content infringes upon any patent or copyright, or violates a trade secret of any party, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defense with our own counsel at our own expense.

8. LIMITATION ON LIABILITY.

  • 8.1. LIMITATION ON INDIRECT LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
  • 8.2. LIMITATION ON AMOUNT OF LIABILITY. EXCEPT FOR YOUR BREACH OF SECTIONS 1.2 OR 4 AND YOUR INDEMNIFICATION OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DOES NOT LIMIT YOUR OBLIGATIONS TO PAY ANY UNDISPUTED FEES AND OTHER AMOUNTS DUE UNDER ANY ORDER.

9. ADDITIONAL TERMS.

  • 9.1. Free Services and Trials. Your right to access and use any free Services is not guaranteed for any period of time and we reserve the right, in our sole discretion, to limit or terminate your use of any free versions of any Services by any individual or entity. If you are using the Services on a trial or promotional basis (“Trial Period”), your Trial Period and access to the Services will terminate (i) at the end of the Trial Period stated in your Order, or (ii) if no date is specified, 30 days after your initial access to the Services, (iii) or upon your conversion to a subscription. During the Trial Period, to the extent permitted by law, we provide the Services “AS IS” and without warranty or indemnity, and all other terms otherwise apply. We may modify or discontinue any trials or promotions at any time without notice.
  • 9.2. Third Party Features. Services may provide the capability for you to link to or integrate with third party sites or applications (“Third Party Services”). We are not responsible for and do not endorse Third Party Services. You have sole discretion whether to purchase or connect to any Third Party Services and your use is governed solely by the terms for those Third Party Services.
  • 9.3. Beta Services. We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees that these services will be made generally available (“Beta Services”). You understand and agree that the Beta Services may contain bugs, errors and other defects, and use of the Beta Services is at your sole risk. You acknowledge that your use of Beta Services is on a voluntary and optional basis, and we have no obligation to provide technical support and may discontinue provision of Beta Services at any time in our sole discretion and without prior notice to you. These Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise. If you are using Beta Services, you agree to receive related correspondence and updates from us, and acknowledge that opting out may result in cancellation of your access to the Beta Services. If you provide feedback (“Feedback”) about the Beta Service, you agree that we own any Feedback that you share with us. For the Beta Services only, these Terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
  • 9.4. No Class Actions. You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.
  • 9.5. Security Emergencies. If we reasonably determine that the security of our Services or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Services and we will take action to promptly resolve any security issues. We will notify you of any suspension or other action taken for security reasons.
  • 9.6. High-Risk Use. You understand that the Services are not designed or intended for use during high-risk activities which include, but are not limited to use in hazardous environments requiring fail-safe controls, weapons systems, aircraft navigation, control, or communications systems, and/or life support systems.
  • 9.7. Recording. Certain Services provide functionality that allows you to record audio and data shared during sessions. You are solely responsible for complying with all applicable laws in the relevant jurisdictions while using recording functionality. We disclaim all liability for your recording of audio or shared data, and you agree to hold us harmless from damages or liabilities related to the recording of any audio or data.
  • 9.8. Assignment. Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign the Agreement to an affiliated entity, or as part of a corporate reorganization, consolidation, merger, acquisition, or sale of all or substantially all of its business or assets to which this Agreement relates. Any attempted assignment without consent will be void. The Agreement will bind and inure to the benefit of each party’s successors or assigns.
  • 9.9. Notices. Notices must be sent by personal delivery, overnight courier or registered or certified mail. We may also provide notice to the email last designated on your account, electronically via postings on our website, in-product notices, or our self-service portal or administrative center. Unless specified elsewhere in this Agreement, notices should be sent to us at 5405 Alton Pkwy, Suite A439, Irvine, CA 92604 USA, and we will send notices to the address last designated on your account. Notice is given (a) upon personal delivery; (b) for overnight courier, on the second business day after notice is sent, (c) for registered or certified mail, on the fifth business day after notice is sent, (d) for email, when the email is sent, or (e) if posted electronically, upon posting.
  • 9.10. Entire Agreement; Order of Precedence. The Agreement sets forth the entire agreement between us relating to the Services and supersedes all prior and contemporaneous oral and written agreements, except as otherwise permitted. If there is a conflict between an executed Order, these Terms, and the Service Descriptions, the conflict will be resolved in that order, but only for the specific Services described in the applicable Order. Nothing contained in any document submitted by you will add to or otherwise modify the Agreement. We may update the Terms from time to time, which will be identified by the last updated date, and may be reviewed at https://www.dfcloudpbx.com/legal/terms-and-conditions. Your continued access to and use of the Service constitutes your acceptance of the then-current Terms.
  • 9.11. General Terms. If any term of this Agreement is not enforceable, this will not affect any other terms. Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties. No person or entity not a party to the Agreement will be a third party beneficiary. Our authorized distributors do not have the right to modify the Agreement or to make commitments binding on us. Failure to enforce any right under the Agreement will not waive that right. Unless otherwise specified, remedies are cumulative. The Agreement may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay or failure to perform under the Agreement due to force majeure events (e.g. natural disasters; terrorist activities, activities of third party service providers, labor disputes; and acts of government) and acts beyond a party’s reasonable control, but only for so long as those conditions persist.
  • 9.12. Governing Law and Location for Resolving Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America.  Digital Future hereby consents and submits to the jurisdiction and forum of the state and federal courts in the State of California in all questions and controversies arising out of this Agreement.