Legal

Terms & Conditions

These terms and conditions ("Terms and Conditions") are an integral part of the agreement ("Agreement") between WIRETAP Telecom, LLC. ("WIRETAP") and a Customer ("Customer") of the WIRETAP services. Any WIRETAP services or products (collectively, the "Services") provided by WIRETAP to Customer shall be governed by the terms and conditions herein. By purchasing the Services, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between Customer and WIRETAP by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; and (2) LIMITING WIRETAP's LIABILITY UNDER THE AGREEMENT.

Mandatory Arbitration

Arbitration Procedures PLEASE READ THIS PROVISION CAREFULLY. EXCEPT AS SET FORTH BELOW, CUSTOMER AND WIRETAP WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR ARISING OUT OF THE AGREEMENT, ANY BREACH OF THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO CUSTOMER, INCLUDING ANY BILLING DISPUTES (collectively, "CLAIMS"). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION ADMINISTERED BY ARBITRATION in OKLAHOMA COUNTY, OK. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate also requires Customer to arbitrate claims against other parties relating to Services or Products provided or billed to Customer if Claims are asserted against WIRETAP in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE PUBLISHED COMMERCIAL ARBITRATION RULES. Customer and WIRETAP agree to bear their own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The place of arbitration shall be in Oklahoma City, Oklahoma County, Oklahoma U.S.A. The language of the arbitration shall be English.

Prefiling Notice of Claim

BEFORE INSTITUTING ARBITRATION OR SUIT, CUSTOMER WILL PROVIDE WIRETAP WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO WIRETAP AT THE ADDRESS OR EMAIL ADDRESS BELOW. IF WIRETAP IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 60 DAYS OF RECEIPT OF NOTICE, THEN CUSTOMER OR WIRETAP MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 2.1. All claim notices should be sent to: Claims Department, WIRETAP, LLC. PO Box 311105 Miami, FL 33231. CUSTOMER WILL NOT DEMAND ARBITRATION OR FILE SUIT UNLESS CUSTOMER FOLLOWS THE FOREGOING PROCEDURES IN THIS SECTION 2.2 AND THIS SECTION 2.2 MAY BE PLEADED AS A FULL AND COMPLETE BAR AND DEFENSE TO, AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST, ANY ARBITRATION, ACTION, SUIT, OR OTHER PROCEEDING INSTITUTED IN BREACH OF THIS SECTION.

Time Limitation

Customer agrees that regardless of any statute or law to the contrary, any suit or arbitration arising out of or related to use of the Services or the Agreement must be filed within one (1) year after the earlier of (a) when such claim or cause of action arose or (b) termination of Services to Customer or be forever barred.

Personal Jurisdiction

To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 2, Customer and WIRETAP agree to submit to the personal and exclusive jurisdiction of the state and federal courts within Oklahoma County, Oklahoma and waive any objection as to venue or inconvenient forum in such courts.

Definitions

Agent: A Customer employee or contractor who may use the Services, the total number of Agents being the maximum number of personnel who may use the Services at any one time.

Customer Data: Any data, information or other materials of any nature whatsoever provided to WIRETAP by Customer in the course of implementing or using the Services.

Documentation: User manuals and other documentation relating to the Services, which are made available to Customer by WIRETAP, in the form of recorded documentation on optical or magnetic media, accessible via the Internet or in the form of printed media.

Implementation Services: The services selected by Customer, as indicated on the Service Order, to be provided by WIRETAP in connection with the set up and implementation of the Services. As part of the Implementation Services, Customer will receive limited training in the set up and activation of the Services during the hours from 8:00am to 5:00pm CT Monday through Friday, excluding holidays.

Initial Payment: The initial payment set forth in the Service Order consisting of the fees for Implementation Services and the Service Fees for the first month. Taxes and fees owed may not be listed on the Service Order.

Login: Each separate, named individual login account within a Customer account.

Professional Services: Work WIRETAP will perform for Customer as specified in individual statement(s) of work ("Statement(s) of Work") to be executed by the parties from time to time on the terms and conditions specified in the Agreement.

Service Fee: The fee set forth in the Service Order to be paid by Customer to WIRETAP as consideration for WIRETAP's provision to Customer of the Services.

Service Order: The document executed by Customer and WIRETAP, containing (i) a price and quantity of Services, and Implementation Services to be provided to Customer by WIRETAP under the Agreement, along with associated telecommunications taxes and fees; (ii) the Services to be provided; and (iii) such other options provided on the Service Order as Customer may elect to apply to the Services.

Service Plan: The monthly or annual subscription plan a Customer agrees to in the Service Order.

Service Order Addendum: A Service Order agreed to by Customer subsequent to the initial Service Order.

Services: The products or services that are being provided to Customer as described in the Service Order, including any Additional Services set forth in a Service Order Addendum accepted by WIRETAP.

Software: Any proprietary software (including any documentation relating to such software) owned by, licensed by, or which WIRETAP has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used in or used to provide the Services.

SMS: Short Message Service and is used to describe a Short Message Service as well as messages and content sent to and from the Short Message Service.

Credit-Based Services: Services provided by WIRETAP which require payment in advance before the Services can be used. These services can also be referred to as Prepaid Services within Wiretap literature, FAQs and websites.

Non Credit-Based Services: Services provided by WIRETAP which do not require payment in advance before the Services can be used.

Usage-Credit: Limited service usage credits which represent values in US Dollars and represent the dollar amount a Customer provides in advance for use with Usage-Credit Services.

Company-Credit: Free limited service usage credits which have no monetary value and are non-refundable. Each Company-Credit functions similarly to a Usage-Credit but with no monetary value and with no refunds.

Equipment

To provide the Services, WIRETAP may provide Equipment to Customer. All Equipment shipments are F.O.B. WIRETAP's facility. WIRETAP's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to Customer upon delivery to carrier. Customer will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Services. Customer shall be required to obtain authorization from WIRETAP to return any Equipment. WIRETAP will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. WIRETAP will not cover replacement for lost, stolen or modified equipment. Equipment returned by Customer that is not covered under warranty may be refused by WIRETAP, and Customer will be responsible to pay return shipping charges.

Customer Data

Customer hereby grants to WIRETAP a non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Services to Customer. Except as expressly provided in this Section, Customer grants to WIRETAP no right, title, interest, or license in the Customer Data, and Customer hereby reserves for itself and its licensors all rights in and to all Customer Data.

Billing, Charges and Payment

10.1. PAYMENT OF SERVICE FEES

Customer will pay the Service Fee for Services ordered by Customer, and all other amounts due under the Agreement, pursuant to the terms of this Section 10.

10.2. CREDIT TERMS

All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by WIRETAP. Customer will provide such credit information or assurance as is requested by WIRETAP at any time. WIRETAP, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

10.3. BILLING

WIRETAP will provide Customer with a monthly on-line billing statement for the Services provided each calendar month and bill all charges invoiced to Customer's account. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly Service Fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. Billing for monthly Service Fees commences upon ordering of the Services and the first month's monthly service fee shall be prorated to take into account any partial calendar month that may occur as the result of the date monthly service fees are initiated.

10.4. LATE/NON-PAYMENT

If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment, WIRETAP may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the greater of ten dollars ($10.00) or 1.5% per month. A fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.

10.5. TAXES

Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service fees or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides WIRETAP with an appropriate exemption certificate. If any amounts paid for the Services are refunded by WIRETAP, applicable taxes may not be refundable.

10.6. FEES

A fee may be charged monthly to offset costs incurred by WIRETAP in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government.

10.7. DISCONNECTION AND OVERAGE

If a Customer terminates the Agreement, customer agrees to pay one full monthly addition to the full Monthly Service Fee payable under Section 6.3 for the month of termination. WIRETAP reserves the right to charge overage fees when the Customer exceeds the usage limits on applicable services which includes but is not limited to domestic and international calling, etc. All fees, including Service Fees, payable under the applicable Service Plan shall be non-refundable and non-creditable.

10.8. RATE CHANGES

WIRETAP may change the prices for the Services and toll charges from time to time. WIRETAP may change prices, Service Plans, taxes or fees without any advance notice. For Customers on one, two, three or five year Service Plans, rates will not be increased during the Initial Term, with the exception of tax or fee changes and international toll calling rates. In the event of a change in prices or toll charges, WIRETAP will post such changed rates to the website currently located at http://www.wiretaptelecom.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates. The Service Fees effective upon any renewal of the Agreement shall be WIRETAP's then-current Service Fees for the applicable Services.

10.9. AVAILABILITY

Customer acknowledges and agrees that the Services will not be available 100% of the time. Credit allowances for interruption of the Services shall not be provided.

10.10. DISCOUNTS

From time to time in its sole discretion, WIRETAP may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to WIRETAP upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for services retroactively.

10.11. BILLING DISPUTES

Customer must dispute any charges for the Services in writing to WIRETAP within thirty (30) days of the date of the charge by WIRETAP. If Customer fails to provide a written statement disputing the charges within such time, Customer waives any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to: Billing Department, WIRETAP Telecom, LLC . PO Box 311105 Miami, FL 33231 -or- billinginquiries@Wiretaptelecom.com.

10.12. PORT OUT FEES

WIRETAP may, at its own discretion, charge port out fees for bulk ports outs. Bulk port outs are defined as one or more port out transactions which exceeds a combined total of 15 numbers within a 60 day period. Port out fees may not exceed $10.00 per DID ported out.

Toll Charges

Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Service Plan, which WIRETAP will include in bills and Customer will pay. Calls to a phone number outside the United States, including countries and territories which do not require an exit code, to a non-WIRETAP telephone number will be charged at the current rates published on the WIRETAP website. The duration of each call is to be calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When Customer dials an international PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by a Customer to an international mobile, rather than landline, or premium rate telephone number, may result in higher toll charges.

Metered plans are charged a per minute rate for inbound and outbound usage. All rates are accepted upon account creation. Non-metered plans offer free outbound and free inbound for tier zero numbers. Non-tier zero numbers will be charged at the rates accepted upon account creation.

Telephone Number

Any telephone number provided by WIRETAP ("Number") to the Customer shall be leased and not sold. Customer will not use the Number with any other device other than the Equipment without the express written permission of WIRETAP. WIRETAP reserves the right to change, cancel or move the Number at its sole discretion.

Technical Support

WIRETAP provides technical support to Customers via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied and except as stated in this Section, WIRETAP has no obligation to provide additional technical support.

Breach

In the event of Customer's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, Customer shall reimburse WIRETAP for all attorneys' fees and court, collection and other costs incurred by WIRETAP in the enforcement of WIRETAP's rights hereunder and WIRETAP may keep any deposits or other payments made by Customer.

Indemnification

Customer agrees to defend, indemnify and hold WIRETAP, and its affiliates, directors, officers, employees, attorneys, agents, and vendors harmless from any claims or damages relating to this Agreement.

Warranties

WIRETAP warrants that the Services will substantially conform to the Documentation during the term of this Agreement. WIRETAP will use commercially reasonable efforts to pass through to Customer manufacturers' warranties on equipment.

Disclaimer of Warranty

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 27 THE AGREEMENT, THE PRODUCTS AND OTHER SERVICES PROVIDED HEREIN ARE PROVIDED "AS IS" AND WIRETAP MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER WIRETAP NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO WIRETAP'S OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF WIRETAP'S OR ITS VENDORS' NEGLIGENCE. NEITHER WIRETAP NOR ITS VENDORS WILL BE LIABLE FOR MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN WIRETAP. NEITHER WIRETAP NOR ITS VENDORS WILL BE LIABLE FOR DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE SERVICES RESULTING FROM CUSTOMER'S EQUIPMENT, USE OF THE INTERNET, OR TELECOMMUNICATIONS SYSTEMS NOT UNDER WIRETAP'S CONTROL, AND WIRETAP SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTIONS.

Limitations of Liability

IN NO EVENT SHALL WIRETAP OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF WIRETAP OR ITS VENDORS OR OTHERWISE. IN NO EVENT SHALL WIRETAP'S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY CUSTOMER TO WIRETAP (OR CONTACTUAL, INC. BEFORE IT) IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

Export Compliance

Customer agrees to comply with U.S. export laws, and applicable export laws that apply in Customer's location(s), concerning the transmission of technical data and other regulated materials via the Services.

Phone Numbers and Web Portal Discontinuance

Upon expiration, cancellation or termination of the Services, Customer shall relinquish and discontinue use of any Numbers, voice mail access numbers, Logins and/or web portals Sites assigned to Customer by WIRETAP or its vendors.

Software Copyright

The Software is protected by copyright law and international treaty provisions. The Software is subject to the terms and conditions in licenses of third parties, and WIRETAP will use commercially reasonable efforts to pass through licenses for Software sublicensed to Customer in providing WIRETAP's Services. Customer has no right to inspect, possess, use, copy, or attempt to discover the source code (or any portion thereof) used to create any Software, except to the extent that Customer is expressly permitted to decompile the Software under applicable law and Customer notifies WIRETAP of Customer's intention to decompile the Software and Customer's reason to do so.

Survival

The provisions of sections 2, 6.3, 7, 10, 22, 23, 25, 26, 28, 29, 30, 32, 34, 35, 36, 37, 38, 39, 40, 41, and 42 shall survive any expiration or termination of the Agreement.

Notices

WIRETAP communicates with Customers primarily via email. Notices to Customer shall be sent to the email address specified by Customer at the time Customer ordered the Services or as subsequently specified by Customer ("Email Address"). Customer is responsible for notifying WIRETAP of any Email Address changes. Customer agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. All notices and communications required or permitted to be sent to WIRETAP under this Agreement shall be in writing and sent to the following address or email address: Wiretap Telecom, LLC, PO Box 311105 Miami, FL 33231 -or- support@wiretaptelecom.com.

Force Majeure

WIRETAP shall not be liable for any delay in or lack of performance directly or indirectly caused by or resulting from acts of God, fire, flood, earthquake, tsunami, accident, riot, war, terrorism, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of WIRETAP as may occur in spite of WIRETAP's best efforts. No parties shall seek to pierce the company veil or otherwise seek to impose any liability relating to, arising from this agreement against any parent company, affiliated company, subsidiary, shareholder, employee, officer, director, manager or member of another party.

Entire Agreement

The terms and conditions of the Agreement, along with the rates posted to the website currently located at http://www.wiretaptelecom.com or otherwise agreed to as part of the Agreement, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. The terms and conditions of the Agreement are in lieu of and replace any and all terms and conditions set forth in any documents issued by Customer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY CUSTOMER AT ANY TIME ARE HEREBY OBJECTED TO BY WIRETAP, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON WIRETAP. Except as set forth in Section 20, no waiver or amendment to this contract or these terms and conditions shall be binding on WIRETAP unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of WIRETAP.

Governing Law

The Agreement and the relationship between Customer and WIRETAP shall be governed by the laws of the State of Oklahoma without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

No Waiver

The failure of WIRETAP to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

Severability

The unenforceability of any provision or provisions of the Agreement shall not render unenforceable or impair its remainder. If any provision of the Agreement is deemed invalid or unenforceable in whole or in part, the Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.

Assignment; Binding Effect

Customer shall not assign this Agreement or delegate Customer's duties hereunder without WIRETAP's prior written consent. Subject to the foregoing, this agreement shall be binding upon the heirs, representatives, successors, and permitted assigns of WIRETAP and Customer.

Headings

The headings in the Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.