Terms of Service

5.2.1 As-Is: The Service and Device are provided to you on an AS-IS basis.

 

5.2.2 Prohibition Against Resell, etc: You are not to resell, lease, license, sub- license, transfer or assign the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express written permission from Cloudli in advance.

 

5.2.3 Current Terms: The features, terms and limitations associated with the Service offered by Cloudli from time to time shall be as then set forth on the Cloudli web site (www.cloudli.com). It is your responsibility to consult the Cloudli web site from time to time to be informed of any new feature, terms and limitations, or changes to the features, terms and limitations, associated with the Service you have subscribed for.

 

5.2.4 411 Service: This service is available to Voice Service users and will be billed at the then current rates for this service established by Cloudli as posted on the Cloudli web site (www.cloudli.com). These rates can be changed from time to time without notice at Cloudli’s sole discretion.

 

5.2.5 Other Users: You may allow other individuals in your household (when you subscribe to a Home Phone or Mobile Service Plan), business or office (when you subscribe to a Business, SIP Trunking or Fax Services Plan) to use the Service. However you are fully responsible for their compliance with this Agreement and for payment of all charges relating to their use of the Service.

 

5.2.6 Simultaneous Calls: Except as otherwise indicated on the Cloudli web site (www.cloudli.com) you may only make one simultaneous call with a Home Phone or Mobile Service Plan.

 

The number of simultaneous calls possible with a SIP Trunking Service Plan is equal to the number of lines subscribed to with that plan.

 

For the Business Service Plan the number of simultaneous calls that can be made by any one or more extensions to numbers other than extensions on the same account is equal to five plus the number of extensions subscribed to in that account. The number of simultaneous calls that one extension can make to other extensions on the same account is five.

 

For the Electronic Fax Service, the number of simultaneous fax calls is limited to ten.

You agree that your use of the Service to make more simultaneous calls than allowed per Service plan will obligate you to pay for additional Service plans or lines, in the case of the SIP Trunking Service Plan, and that you will be held accountable for all periods, including past periods, in which you made excess simultaneous calls.

 

5.2.7 Pay-As-You-Go and Excess Calling Charges: For users who have subscribed to a Cloudli Pay-As-You-Go Service Plan or a Service Plan that includes some usage and charges for excess usage, you will be charged at the rates indicated on the Cloudli web site (www.cloudli.com) for all calls including incoming calls, outgoing calls and calls to voicemail. Take note that the rates associated with different Service Plans may be different from one another, so care must be taken to consult the rates applicable to your specific Service Plan.

 

5.2.8 Long-Distance Calls: Unless included with your specific Service Plan, all calls made using the Service to non-Cloudli subscribers will be considered long distance calls and will be charged to you at the applicable rates as stipulated on the Cloudli web site.

 

5.2.9 Cloudli’s softphone applications: allow users to access their Cloudli account for purposes of viewing and updating certain account settings, personal information and user preferences. To use the Service, you must have a compatible device with the Cloudli softphone application properly downloaded as well as a valid, active Cloudli paid service subscription. Cloudli’s softphone applications are not a replacement for your mobile or fixed line service.

 

5.2.10 Fair Use: Cloudli, in Cloudli’s sole discretion, hereby reserves the right to terminate your Service (including your Service Plan) with 30 days advance written notice sent by email or regular mail, if User’s calling or messaging patterns materially exceed Cloudli’s average subscriber calling or messaging patterns under a similar plan. Cloudli’s decision in this regard shall be final. Without limiting the foregoing, use of any Cloudli Service Plan for or by call centers, or for or by any application with continuous or excessive usage patterns, where the calls or texts/messages are included with the plan at no extra cost, is strictly prohibited. Furthermore, use of the Service for auto-dialing, call forwarding, telemarketing (including, without limitation, charitable, marketing or political solicitation or polling), fax broadcasting or fax blasting, is strictly prohibited. Cloudli reserves the right to (1) immediately terminate or modify the Service, and (2) charge an administrative fee of $100.00 per day of service during which Customer engaged in prohibited activities, if Cloudli determines, in its sole discretion, that Customer’s Service is/was being used for such prohibited activities or in any other manner prohibited by this Agreement.

 

 

6- Use Policy and Prohibitions

6.1 You agree to abide by the following policy concerning use, as may be modified from time to time and communicated to you via the Cloudli web site, by email or other manner determined by Cloudli in Cloudli’s sole discretion. By using the Service you hereby agree to: (a) shall abide by all applicable laws, rules, and regulations relating to, without limitation, the electronic use, posting or transmission of content, software or other matter; and (b) shall not (nor allow any person to) (i) use the Service or the Cloudli Web site in any manner which is illegal, fraudulent or deceptive, harassing, threatening, harmful, libelous, defamatory, abusive, slanderous, hateful, sexually, racially or ethnically objectionable, vulgar, pornographic, obscene, or otherwise objectionable material of any kind including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, municipal, provincial, national or international law (including international treaty) or regulation; (ii) attempt to gain unauthorized access to the database or other network or computer systems of Cloudli or any other person; or (iii) interfere with another’s use and enjoyment of the Cloudli Services. Furthermore, you may not, nor may you allow others, directly or indirectly, to attempt to or actually: (a) disrupt, disable, impair or interfere with, overburden, alter or modify the Service or restrict or inhibit in any way any other visitor or user from accessing or using the Service, including, without limitation, by means of “hacking”, “cracking” or defacing any portion of the Service, the Device and/or any activities being conducted on or through the Service; (b) transmit any software, device, routine or other materials that contain any virus, worm, time bomb, “Trojan horse”, or other harmful, destructive or disruptive component; (c) use any robot, spider, site search/retrieval application, or other manual or automated device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Service; or (d) collect or harvest any information about other visitors or users of the Service and/or any of Cloudli’s employees, officers, directors, shareholders, partners, representatives, agents or content providers by any means including, but not limited to, those described in this Agreement. You may not, nor may you allow others, directly or indirectly, to obtain or attempt to obtain any materials or information through any means not made expressly available through the Service and as expressly permitted under this Agreement. Without limitation, Cloudli reserves the right to terminate your Service immediately, resulting in the immediate payment of all amounts due, without advance notice if you violate the above restriction. Further, you will be liable to Cloudli and other parties that suffer prejudice from your unauthorized use, misuse or modification of the Service.

6.2 Unauthorized Use: You agree to immediately notify Cloudli of any unauthorized use of your account or any other breach of security known to you.

6.3 Use of Device: You agree that where the Device is provided by Cloudli, it is exclusively for use in connection with the Service. You agree not to tamper with or modify said Device in any manner, including, without limitation, change the electronic serial number or Device identifier, or to perform a factory reset, or otherwise alter the firmware. You agree to use the Device in the manner and for the purpose in which it was intended and solely as expressly permitted under this Agreement.

6.4 Stolen Device and Fraudulent Use: You must notify Cloudli immediately, in writing by email, and by calling the Cloudli customer support line, if a Device is stolen. When you call and write Cloudli you must provide your account number and a detailed description of the circumstances of the theft or fraudulent use of the Device.

6.5 Non-infringing and Reverse-Engineering: Any software made available to you by Cloudli is governed by these Terms of Service and the terms set forth in the applicable end user license agreement. You may not reverse engineer, decompile or otherwise attempt to discover any source code contained in the Device and the software available on the web site (as may be applicable). Furthermore, you may not copy, reproduce, distribute or relocate the Device or the software, or make any other use not expressly permitted under this Agreement or prohibited under the law.

6.6 Unauthorized Use or Patterns: You agree that you shall not use the Service in a manner that is not expressly permitted by this Agreement and the terms and conditions of the Cloudli web site (www.cloudli.com).

6.7 Illegal Uses: Use of the Service or any of the Devices for an injurious, illegal or immoral use or purpose is strictly prohibited.

6.8 SMS/MMS Plans: In addition to complying with the Use Policy and Prohibitions as set forth in Section 5 an 6 of this Agreement, You agree to use the Cloudli SMS/MMS Services in accordance with all applicable guidelines, as well as all state and federal laws that the Services are subject to. In order to confirm your compliance with these Terms, so as to ensure that Cloudli is complying with national and international laws, we may, from time to time, periodically check the messages and broadcasts that you send.

Representation that Communications with Your Contacts Comply with the Law

You represent and warrant that the owners of the phone numbers you initiate messages or broadcasts to through the Cloudli Services have consented or otherwise opted-in to the receipt of such messages and broadcasts as required by any applicable law or regulation. You agree that you will include clear opt-out/unsubscribe information in your messages or broadcasts when required to do so by any applicable law or regulation, and that you will otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if it is applicable to your messages.

You further agree that any individuals requesting Do-Not-Call (“DNC”) status shall be immediately placed on your DNC accounts list and you further agree that you will not initiate any further messages or broadcasts to any individuals after they request DNC status.

Customer represents and warrants that it has obtained all “opt-ins” and other forms of consent required under applicable federal and state law to initiate or transmit Customer’s text message content to the recipients associated with the telephone numbers uploaded or provided for upload to the Cloudli platform. Customer further represents and warrants that it honors all “opt-outs” and similar revocations of consent received from a text message recipient and has ensured that all such telephone numbers have been struck from any list of telephone numbers uploaded or provided for upload to the Cloudli platform. Customer indemnifies and holds harmless Cloudli for any claims arising from Customer’s failure to obtain proper consent from text message recipients or to honor any consent revocation provided to Cloudli by a text message recipient.

Agreement to Learn About and Comply with the Relevant Laws
You agree to familiarize yourself with and abide by all applicable local, state, national, and international laws and regulations pertaining to your use of our Services. You are solely responsible for all acts or omissions that occur under your account, including, without limitation, the content of the messages and broadcasts that you create and initiate through our Services. The Telephone Consumer Protection Act (TCPA), Federal Trade Commission and Federal Communications Commission rules, the National DNC list registry rules, and various state laws, rules, and regulations place restrictions on certain types of phone calls and text messages. Without limiting the foregoing, you agree to familiarize yourself with the legal requirements triggered by any messages, calls, broadcasts, and campaigns transmitted through Cloudli Services by visiting the following websites:

• CTIA Messaging Principles and Best Practices: https://api.ctia.org/
• Federal Communications Commission: https://www.fcc.gov/
• National Do Not Call (DNC) Registry: https://www.donotcall.gov
• Canadian Anti-Spam Legislation (CASL): https://crtc.gc.ca/eng/internet/anti.htm 
• T-Mobile Code of Conduct: https://www.t-mobile.com/

Cloudli is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy, and it is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages, broadcasts, and campaigns prior to using the Cloudli sites or services. You are ultimately responsible to make your own informed decisions regarding your messages, broadcasts, and campaigns.

Opt-in/ user consent
Before sending an SMS message to any number you must have the express consent of the recipient to do so. It's important to note that implied consent is not considered sufficient for SMS outside of immediately responding to a received message, nor is purchasing a list of "users who have opted in to SMS." A user must actively ask to receive SMS messages from you. Remember, consent must be given for each campaign or message type you intend to send. Marketing or promotional messages require the recipient’s express written consent.

Consent may be obtained via a web form where it is clearly explained that a user is opting into SMS messages, or by having it send a message to your number. It is highly recommended to use a double opt-in, confirming such consent via SMS and validating the number.

You must also log and track consent as well as opt-ins and opt-outs. In certain cases, carriers may request proof that an individual has opted in including an overview of how your opt-in/ opt-out process works.

Failure to ensure opt-in may result in your number or service being blocked or suspended by mobile carriers or Cloudli.

Opt-out
It is required that you provide a clear way for users to opt out of your SMS messages via text. The CTIA guidelines provide clear keywords that must be honored for opt-out requests including STOP and UNSUBSCRIBE.  

Prohibited campaigns
While SMS provides a great way to engage your opted-in customers, there are limitations and restrictions in terms of what types of messages may be sent, and the content of the messages. The following campaigns are strictly prohibited across all of Cloudli's SMS solutions:

• Loan and mortgage advertisements
• Credit repair offers
• Debt relief offers
• Debt collection attempts
• Work from home advertisements
• Secret shopper advertisements
• Alcohol, tobacco, or firearms advertisements
• Pharmaceutical, vitamin, or other drug advertisements
• Campaigns that may be similar to the above

Note: some campaigns are designed to engage existing customers (e.g., an update on your loan application), but are often prohibited because they are similar in nature to the types of campaigns listed above. For these types of campaigns, you may be able to receive an exemption by registering for a special TCR campaign. Without this exemption, Cloudli is unable to allow these campaigns.

Prohibited content
The following message content is also strictly prohibited and may result in your service being blocked or suspended by the carriers or Cloudli:

• Messages that engage in any illegal activity or otherwise violate our terms of service, including the acceptable use policy
• Messages that engage in or promote pornographic or adult entertainment, regardless of legality
• Messages that contain text or references to violence, hate speech, or otherwise engaging in threatening, abusive, harassing, defamatory, libelous, deceptive or fraudulent behavior
• Messages that contain text or otherwise reference substances defined as controlled substances under federal law, regardless of legality, including marijuana (cannabis)
• Messages that contain third-party affiliate/lead generation links
• Messages that contain obfuscated links for the purpose of misleading the reader, or use links contrary to the expectation of the user based on the message text
• Messages that are structured to evade this policy or the policies of carriers (e.g., misspelling, uncommon capitalization, etc.)
  
  

Cloudli reserves the right to add to this list at any time or determine messages are prohibited at its discretion.

Carrier fees and account restrictions
Accounts in violation of Cloudli or carrier rules and regulations may be subject to reduced deliverability of messages, additional campaign registration requirements and fees, suspension of service, or termination of service in addition to fines and other penalties passed through Cloudli by the carriers.

It is your responsibility to be aware of any additional restrictions when sending SMS messages, and to adhere to any and all policies related to the recipient number.

Cloudli Business SMS limitations and restrictions

• Send and receive no more than 15 messages per minute per number
• Send and receive no more than 1,000 messages in a 24-hour time period per number

7- Service Limitations

7.1 Use of Service and Device by Customers outside the United States and Canada: Cloudli does not presently offer or support the Service to customers located outside the United States and Canada. If a Device is installed outside the United States and Canada and the Service is used, there is the risk that such activity violates laws in the country where you do so. You acknowledge and agree that you will be solely responsible for any violations of local laws and regulations resulting from such use. You are liable for any and all use of the Service and/or Device by any person making use of the Service or Device provided to you. You acknowledge and agree that Cloudli is not liable in this regard.
Further, Cloudli reserves the right, at its sole discretion, to limit or terminate your ability to access the Service from selected countries.

7.2 Toll Charge Numbers: Cloudli Services may not access certain special service phone numbers such as, without limitation, 900- and 976- numbers. Cloudli reserves the right to limit your ability to call any such numbers at its sole discretion.

7.3 Service Outage or deterioration due to third parties: You acknowledge and understand that the Service will not operate in the event of a power failure, or a failure of the Internet link. Excessive congestion of the Internet link may lead to deterioration in quality, which in turn can lead to Service failure. You acknowledge and agree that Cloudli is not liable in this regard.

7.4 Service Outage Due to Suspension of Account: You acknowledge and understand that should your account be terminated or suspended due to non-payment or other breaches of this Agreement, the Service will not function.

7.5 Not a traditional telephone service: You recognize, acknowledge and understand that the Service is not a traditional telephone service. Differences exist between traditional telephone service and the Cloudli Service including but not limited to the lack of traditional 911 services and privacy, as explained below in Section 8. The Service is subject to a different regulatory treatment than traditional phone services and may limit or affect your rights of redress before the Canadian Radio-television and Telecommunications Commission (CRTC).

7.6 Privacy: Cloudli Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. You acknowledge and agree that Cloudli is not liable for any lack of privacy, which may result by the use of the Service. Please refer to our Privacy Statement at the Cloudli web site (www.cloudli.com) for additional information.

8 – Emergency Services – 911 Dialing

8.1- Cloudli’s Emergency Calling Service: 911

Nomadic VoIP Service

The Voice Service offered by Cloudli is known as a Nomadic VoIP Service. This means that Cloudli allows Customer to make calls from anywhere that you have access to a broadband internet service. As you know, you can simply bring your Device with you and use the Voice Service wherever you are located.

However, because of these nomadic capabilities, Cloudli is not currently able to automatically detect whether the Voice Service is being used from the registered service address or from some other location. Consequently, when a subscriber relocates, Cloudli no longer has valid 911 routing or ALI (Automatic Location Information) data with which to process 911 calls from that Customer, unless the Customer updates his/her location information.

Cloudli’s 911 Service

Following the directives made by the CRTC for interconnected VoIP Providers, Cloudli has, in compliance with such directives, implemented an emergency calling service or 911 service (the ‘911 Service’).

In order to use the Cloudli 911 Service, you must be a Cloudli Voice Service subscriber. You must also activate the 911 Service according to the instructions provided by Cloudli, which can be found at 911 Service Information.

Once the 911 Service is activated, all calls by the Customer using the 911 Service will be connected to an intermediary (such as a third party call center), which in turn will transfer the call to the proper PSAP or emergency services agency. Based on the information provided by the Customer, the intermediary will direct your call to the appropriate emergency services agency or a public safety answering point.

A complete and full description of the 911 Service can be found at 911 Service Information.

 

8.2 Not a traditional 911 Service
Users of the Cloudli Mobile App Service on mobile phones should note that dialing 911 using the Cloudli Mobile application on your mobile phone is equivalent to dialing 911 using the native dialer of your mobile phone. The Cloudli Mobile application will use the native dialer of your mobile phone to complete your 911 call via your mobile carrier.
Other Cloudli users including users of the Cloudli Mobile App Service on devices that do not have phone capabilities (example: iPOD touch), should note that there are inherit differences in functionality between the Cloudli 911 Service and traditional 911 emergency services and should carefully read the following information.

8.3 Limitations to the 911 Service
Cloudli is advising Customer of the following inherent limitations to the 911 Service due to the nomadic characteristics of VoIP Service.

The 911 Service will not be accessible or available in the following situations:

• A service outage has occurred for any reason, including the following:
  • Network Congestion;
  • Power failure or disruption;
  • Internet connection outage/termination by your Internet service provider;
• Cloudli terminates, suspends or cancels your Service for any of the reasons specified in our Terms of Service.

The 911 Service may not be accessible or may suffer quality and reliability issues if:

• You are a Voice Service Customer who brought their own Device and that Device does not support the G.711U codec. The ERS (Emergency Routing Service) codec policy enforces the G.711U codec for 911 calls. Subscriber Devices must be able to support the G.711U codec in the RTP payload. If G.711U is not supported by the Devices, the 911 call will be routed over non-emergency routes, which could result in call setup delays and loss of the quality and reliability available with ERS routes. Note that you are not required to use the G.711U codec as the preferred codec for your Device, but it must be offered as a supported codec in order to make use of the ERS on 911 calls.
• Misrouting of 911 calls occur for any reason including but not limited to your failure to follow correct activation procedures for 911 calling or your provision to us of incorrect or inaccurate or not current information in connection with the 911 Service.

The 911 emergency responders that are part of the 911 Service may be delayed if:

• You have not provided an initial location for the 911 Service during account activation AND received an email from Cloudli confirming your successful activation; All 911 calls are routed to an emergency call center where an emergency dispatcher will confirm the provided location or in case the user has not provided a location, ask for the current location.
• You do not provide us with current and accurate location information (i.e., where you are);
• You do not advise us immediately of any changes that you make to the location information that you initially provided us;
• Verification of your location information is not completed. It can take up to 24 hours to complete the verification once we receive new location information.

In the event that an emergency call in progress is interrupted, 911 emergency personnel will be unable to call you at the phone from which you originated the call if:

• You have call-forwarding, do-not-disturb or other similar features programmed and in use at the time you dial a 911 call;
• Your telephone ringer is set to OFF;

In the interest of everyone’s safety, you are obliged to inform all potential users (including your employees and officers of your business and visitors to your business, office or household) of your Cloudli line of these important limitations.

8.4- Limitation of Liability
Neither Cloudli nor its affiliated or related companies, divisions, nor any of their respective officers, employees, directors, shareholders, content providers or service partners shall be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to the Service and/or the 911 Service, including, without limitation, your inability to dial 911 from your line or to access emergency service personnel unless it is proven that the act or omission causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of Cloudli.

You agree to defend, indemnify, and hold harmless Cloudli, its affiliated and related companies, divisions, and their respective officers, employees, directors, shareholders, affiliates and agents and any other third party service provider who furnishes services to you or to us in connection with Service, from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable legal fees and expenses) by, or on behalf of, you or any third party or user of your Service relating to the absence, failure or outage of the Service, including, without limitation, the 911 Service and/or the inability of Customer and/or any third person or party or user that gains access to or use of the Service with or without your express or implied authorization to be able to dial 911 or to access emergency service personnel, and any misrouting of 911 calls, including but not limited to your failure to follow correct activation procedures for 911 calling or your provision to us of incorrect or inaccurate or not current information in connection with the 911 Service.

8.5- Acceptance
Notwithstanding the Limitations that are discussed above, and having fully read and understood those Limitations as well as the limits of Cloudli’s liability, you hereby fully acknowledge and accept, without limitation, the Voice Service, its Nomadic VoIP Service characteristics, and the 911 Service as currently offered.

9- Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service and all Service information, documents, software, Device, firmware, and materials on Cloudli’s web site(s), as well as all of the following (whether registered or unregistered): names, logos, trademarks, trade names, service works, copyrights, patents and other intellectual property (the “Cloudli Property”) are the exclusive property of Cloudli or its licensors and are protected by intellectual property laws and international treaty provisions. You acknowledge that: (a) you will not contest the ownership of the Cloudli Property; (b) you are not given any license to use the firmware or software used to provide the Service or provided to the Customer in conjunction with providing the Service, or embedded in the Device, other than a non-transferable, non-assignable, automatically revocable license to use the Cloudli Property (without making any modification thereto) provided to the Customer or otherwise made accessible to the Customer strictly in accordance with the terms and conditions of this Agreement. If you decide to use the Service through an interface device not provided by Cloudli, which Cloudli reserves the right to prohibit in particular cases or generally at any time, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Cloudli, the employees, officers, directors, shareholders, affiliates and third party service providers against any and all liability arising out of your use of such interface device with the Service. You furthermore agree that your use of an interface device may, in Cloudli’s sole discretion, disqualify you from the benefits of Cloudli’s offer of a Money-Back Guarantee and any other indemnification permitted to you under law or this Agreement.

10- Charges / Payments / Default / Taxes

10.1 Billing and Payment: Cloudli will bill all charges monthly. Monthly fees for Service, according to the plan for which you registered, Device rental charges, and feature charges where applicable, will be charged monthly in advance. All charges for long distance, local minutes, fax pages, directory assistance (411), etc. that are not included in, or exceed, the features of the selected package will be charged monthly in arrears. However Cloudli reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50. Where applicable, charges for activation fees, deactivation fees or plan change fees, Device purchases, and shipping and handling charges will be charged at the time of your order.

If you are paying for the Service by credit card, your accepting of this Agreement authorizes Cloudli to charge the credit card on file with Cloudli, including any modified information given to Cloudli if the credit card expires or is replaced, for all charges as described herein. This authorization will remain valid until 30 days after Cloudli receives your written notice terminating Cloudli’s authority to charge your credit card or until all accrued charges to your accounts are paid whichever is later. You must give us a valid credit card number when the Service is purchased. If the credit card expires, you close your account or your billing address changes, or the credit card is cancelled and replaced owing to loss or theft, or cancelled for any other reason, you must advise Cloudli.

If you pay by a means other than by credit card, you agree that payment will be received by Cloudli within thirty (30) days from the invoice date.

10.2 Toll Charges: Long Distance Charges for calls through the Service will be billed to you at rates established by Cloudli and posted on the Cloudli web site (www.cloudli.com). These rates may be changed from time to time at Cloudli’s sole discretion and will be posted on the Cloudli web site. Currently there are no charges between Cloudli users; however charges can be levied at the sole discretion of Cloudli and will be posted on the Cloudli web site. Call times for each call are rounded up and billed in six (6) second increments. All calls for which we receive answer supervision and last for at least six (6) seconds, as explained below, shall incur a minimum thirty (30) second charge. Cloudli relies on answer supervision to determine whether and when a call has been answered. Answer supervision is a signal sent by the carrier connecting the call to indicate the start of call. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voicemail systems, private branch exchanges, and inter-exchange switching equipment. Where no answer supervision is received, we will commence billing forty (40) seconds following dial time unless the caller has terminated the call.

10.3 Taxes and regulatory recovery fees: The Customer is responsible for, and shall pay applicable federal, provincial and municipal taxes and any additional telecommunication or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of Customer’s subscription or use or payment for the Service or purchase or rental of a Device. In addition, regulatory recovery fees will be charged to cover the costs associated with regulatory compliance. Such amounts are in addition to payment for the Service and will be billed to your account.

10.4 Billing Disputes: You must notify Cloudli in writing within seven (7) days after your monthly statement is posted in your account section on the Cloudli Web site or is sent to your email address if you dispute any Cloudli charges on that statement or you agree that such dispute will be deemed waived. Billing disputes must be sent by mail or email to the following address: Cloudli Customer Care Department, 1425 Rene-Levesque W., Suite 700, Montreal, Quebec, Canada, H4G 1T7 or service@cloudli.com.

10.5 Credit Approval and Deposits: Customer will provide Cloudli with credit information as requested. Cloudli may require Customer to make a deposit as a condition for Cloudli’s acceptance of any Customer Order or continuation of: a) any usage-based Service; or b) any non-usage based Service where Customer fails to timely make any payment due hereunder or Cloudli reasonably determines that Customer has had an adverse change in financial condition. Deposits will not exceed 2 months’ estimated charges for Service and will be due upon Cloudli’s written request. When Service is discontinued, the deposit will be credited to Customer’s account and the balance refunded.

11- Device Returns and Replacements

11.1 Returns: If returning a Device purchased or rented from Cloudli the Device must be in original condition and packed in the original packaging with the UPC or bar code intact. All components, manuals and registration card(s) must be included. Customer is responsible for the cost and risk of return shipping of all Devices.

11.2 Replacements: If the Device is deemed defective by Cloudli and new equipment is shipped to Customer, the Customer is responsible for the cost and risk of return shipping of the defective Device to Cloudli. Device must be in good physical condition and packed in the original packaging with the UPC or bar code intact and with note indicating a Return Authorization number obtained from Cloudli. All components, manuals and registration card(s) must be included. If the packaging containing any Device, we ship to you, is visibly damaged upon receipt, please note the damage on the carrier’s freight bill or receipt and keep a copy. Keep the original packaging, all packing materials and parts intact and contact Cloudli’s customer care department immediately. Warranty coverage varies depending on the type of Device that you choose and Cloudli’s determination of the reasons for damage. Please refer to the appropriate Cloudli device warranty on the Cloudli web site (www.cloudli.com). If Cloudli’s Customer Care service department determines, in Cloudli’s sole discretion, that the aforementioned damage was caused by you or a third party, then you agree that Cloudli shall not be liable for such damages. You acknowledge and agree that Cloudli’s decision in this regard shall be final and binding.

11.3 Return authorization: Devices must be returned with a valid return authorization number obtained from Cloudli Customer Care. To obtain a return authorization number, User must contact service@cloudli.com. THE MONEY BACK GUARANTEE WILL NOT BE HONORED IF USER FAILS TO MEET ALL SUCH REQUIREMENTS.

12- Termination/Discontinuance of Service

12.1 Termination By Customer: Cancellation of Service by Customer: You may cancel the Service by requesting a cancellation of Service form from service@cloudli.com  and returning the form once completed at least 10 days prior to the end of your month’s term. Service provision will be cancelled as at the end of the current month. There will be no refund on your current monthly charge and all usage fees will be charged to your account as well as a disconnect fee, if applicable, according to the rate established below.

 

12.2 Suspension or Termination of Service by Cloudli: Cloudli may suspend or terminate your Service anytime after sending Customer 5 days’ advance written notice (by email or regular mail) at any time in Cloudli’s sole discretion (and you acknowledge and agree that Cloudli’s decision in this regard shall be final and binding) if:

• Any charge to your credit card on file with Cloudli is declined or reversed or in case of any other non-payment of account charges. You agree that termination of Service for declined card, reversed charges or non-payment leaves you FULLY LIABLE to Cloudli for ALL CHARGES ACCRUED BEFORE AND THROUGH THE DATE OF TERMINATION and for charges incurred by Cloudli owing to your non-payment, such as (but not limited to) collection costs and attorney’s fees;
• Customer is violating or has violated Cloudli’s fair use policy, or Customer is engaging in or has engaged in fraudulent, abusive, injurious, illegal or immoral use or a use which violates this Agreement;
• Upon Customer’s death, if Customer is an individual;
• Upon the insolvency, voluntary or involuntary bankruptcy, of Customer or where Customer enters into voluntary or involuntary receivership, or (if the Customer is not an individual) voluntarily or involuntarily surrenders its charter or articles of organization or undergoes a merger, or any other like circumstance; or
• For any reason whatsoever.

12.3 Termination By Cloudli: If Cloudli terminates your Service at its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges. If your Service is terminated for any stated reason, including without limitation violation of this Agreement or the law, or because of any improper use of the Service or Device (such as, but not limited to, your attempts to transfer, hack, crack, disrupt, or misuse the Service), you will be responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, if applicable, and as stipulated below, all of which immediately become due and payable. The remedies available to Cloudli as stated herein do not exclude Cloudli’s other rights, recourses and remedies against you.

12.4 Disconnect Fee: If you have rented a Device from Cloudli, you will be charged a disconnect fee of $70.00 per Device upon termination of Service for any reason. The disconnect fee becomes due and payable immediately upon termination and will be billed directly to your account.

The disconnect fee will be fully reimbursed upon return of the rented Device(s) if returned within fourteen (14) days of termination under the following conditions: a) The Device must be undamaged and in original condition, b) All documentation and packaging materials are returned, c) A valid Return Authorization (RA) number must be indicated on the package and shipping document. The RA will be sent to you by email by Cloudli upon receipt of your cancellation form.

12.5 No Liability: You acknowledge and agree that Cloudli shall not be liable whatsoever for any decision Cloudli makes concerning the suspension, modification, termination or cancellation of your Service. In the event that Cloudli determines to terminate or cancel your Service, then all amounts owing to Cloudli, whether current, arrears or accrued, shall become immediately due and payable to Cloudli and the Customer’s liability for all such amounts shall survive the termination of this Agreement and the Service until paid in full.

Furthermore, the license Cloudli has granted you in connection with the Service and the Cloudli Property shall at the same time be automatically revoked and this Agreement automatically terminated (subject to the provisions of this Agreement which are deemed to survive such termination). The Customer will be required, at the Customer’s expense, to return to Cloudli all of Cloudli Property in the Customer’s possession or under the Customer’s control. All of the Cloudli Property shall be returned in its original condition.

12.6 Money Back Guarantee: Subject to the below conditions for eligibility, Cloudli offers a 14-day money back guarantee. For Business Phone accounts the guarantee is applicable to up to four users per account. For other accounts the guarantee is applicable to one primary line per account, but not for additional or secondary lines. Under the terms of this Money-Back Guarantee, Cloudli will refund actual payments made by the Customer, if any, for the activation fee, the first month service fee, Device rental fees, and shipping charges. Any payment made by the Customer for the purchase of a Device for use with an eligible account, except for gateways, will also be fully refunded.

To be eligible for the Money-Back Guarantee, the user (i) must terminate the Service within 14 days of the Anniversary Date, (ii) the Device(s) must be returned within 14 days of the date of cancellation (iii) the Device must be returned in a manner consistent with the terms covering returns listed above (iv) must not have exceeded 250 minutes of usage or 250 fax pages. User remains responsible for any long distance charges, directory assistance and all other usage fees that are not eligible for refund. THIS MONEY-BACK GUARANTEE DOES NOT APPLY TO ACCOUNTS EXCEEDING THE USAGE LIMITS STATED ABOVE AND SUCH ACCOUNTS ARE NOT ELIGIBLE FOR REFUND OF ANY OF THE CHARGES DESCRIBED HEREIN.

13- Warranty, Limitations of Liability And Indemnification

13.1 Warranties: Cloudli and its affiliates, directors, employees and agents provide the Service “AS IS” and make no warranties of any kind, express or implied, including but not limited to, (i) any implied warranties of merchantability or fitness for a particular purpose of the Service or the Device, (ii) warrant that the Service will operate error-free or without failure, delay, interruption, degradation of voice quality or loss of content, data or information. Neither Cloudli nor its officers, employees, directors, shareholders, affiliates, licensors, agents, partners, suppliers, content provider, suppliers, or any other service provider or vendor who furnishes services or products to the Customer in connection with this Agreement or the Service will be liable for unauthorized access to Cloudli’s or the Customer’s transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, the 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 Cloudli’s or its service provider’s or vendors’ negligence. Statements and descriptions concerning the Service or Device, if any, by Cloudli or Cloudli’s agents or installers are informational and are not given as a warranty or representation of any kind.

13.2 Limitation of Liability: The parties agree that under no circumstances shall Cloudli, its officers, employees, directors, shareholders, affiliates, licensors, agents, partners, content provider, suppliers or any other service provider who furnishes services or products to the Customer in connection with this Agreement or the Service be liable to you or any other person, for any actual direct, indirect, consequential, special, incidental, punitive or exemplary damages or for any other damages whatsoever, including but not limited to loss of data, loss of revenue or profits of any kind or nature, regardless of the foreseeability thereof arising out of the provision of the Service or in any way arising out of this Agreement whether resulting from (i) the Customer’s use of Service (ii) mistakes, omissions, interruptions, loss, theft or deletions of files, errors, defects, delays in operation or transmission, or (iii) any failure of performance or otherwise in connection with the Service or this Agreement or arising out of or in connection with the use or inability to use the Service, including inability to dial 911 or to access emergency service personnel through the Service; degradation of quality of Service, failure of Device, mistakes, omissions, interruptions, or defects in equipment, force majeure events such as (but not limited to) acts of god, strikes; fire, war, riot, government actions, that is caused by any reason. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, products liability, extra-contractual liability and any and all other theories of liability and apply whether or not Cloudli was informed of the likelihood of any particular type of damages.

13.3 Indemnification: The Customer agrees to defend, indemnify, and hold harmless Cloudli, its officers, employees, directors, shareholders, affiliates, licensors, content providers, suppliers, partners and agents and any other service provider who furnishes services or products to the Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, the Customer or any third party or user of Customer’s Service (whether or not such use of the Service was expressly or impliedly permitted by the Customer), relating to this Agreement or by violation of this Agreement, the Services including but not limited to 911 dialing or the Device. This paragraph shall survive termination of this Agreement and of the Service.

13.4 No Third Party Beneficiaries: No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

13.5 Content: You are liable for any and all content transmitted by or to you or users of the Services. You shall assure that your or user’s use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use.

13.6 Maximum Liability: Notwithstanding anything to the contrary in this Agreement, Cloudli’s maximum and sole liability for damages to you for any cause whatsoever regardless of form of action, including negligence, shall not exceed an amount equal to the Service charges paid by you for the Service during the one (1) month period preceding the event which caused the damages or injury.

14- Governing Law / Resolution Of Disputes

14.1 Governing Law: This agreement and performance hereunder shall be governed by and construed solely in accordance with the laws in force in the province of Quebec, Canada, and only the courts therein shall be competent to hear any dispute.

If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement alleged by the Customer must be filed by the Customer (or the Customer’s attorneys) within one (1) year after such claim or cause of action arose or the Customer shall be forever barred with respect to such claim or cause of action.

14.2 Non-Transferable: This Agreement is not transferable in any way and may not be assigned to any third party. This includes, without limitation, that neither you nor any other person may: (a) resell, rent, lease, timeshare, sublicense, or otherwise transfer all or any portion of the Services to any other party; nor (b) make commercial use of the Services except as expressly permitted by Cloudli.

14.3 No Waiver: The delay, waiver or failure of Cloudli to exercise or enforce, in any respect, any right provided for herein shall not be deemed a delay, waiver or failure by Cloudli with respect to any additional, prior or subsequent right or remedy under this Agreement or the law.

14.4. Entire Agreement: The user acknowledges that he/she/it has read this Agreement, the rates posted on the Cloudli web site and all specific and current provisions relating to a promotion, special offer or functionality posted on the Cloudli web site or otherwise published, understands them, and agrees to be bound by all of the terms thereof and further agrees that this, together with specific provisions referring hereto, is the complete and exclusive statement of the agreement between the parties superseding and canceling all prior proposals, understandings and agreements, oral, electronic or written, between the parties.

Cloudli reserves the right to change the terms and conditions of this Agreement from time to time, including but not limited to rate changes, amendments to provisions relating to a promotion, special offers or functionality, enhance, add to, delete from, modify, or discontinue all or any portion of the Service or any function or feature thereof in any manner at its sole discretion, with or without notice to, or obligation or liability of any kind to you or to any other person. The then-current terms and conditions for use of the Service and the selected Plan(s) as set forth on the Cloudli web site (www.cloudli.com), from time to time, and all otherwise published, specific and current provisions relating to a promotion, special offer or functionality, form an integral part of this Agreement and are incorporated into this Agreement by this reference to them.

14.5 Change notice: Notice of any changes to the Terms of Service shall be considered given to and received by the Customer and effective on the date posted on the Cloudli web site. Such changes shall be binding on the Customer. No amendments to this Agreement or to the terms and conditions on the Cloudli web site shall be considered valid if made unilaterally by the Customer.

14.6 Severability: If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

14.7 Authorized Representative: The person or party who authorizes the subscription to the Service or use of the Device or the Service or use of the Cloudli web site or has clicked “I Accept” with regards to this Agreement shall be deemed to be a lawful representative of the Customer with requisite authority sufficient to bind the Customer.

14.8 Successors: This Agreement shall bind and enure in favor of the Customer and Cloudli as well as each of their respective heirs, successors, assigns, executors and legal representatives.

14.9 Click Agreement: If you agree with and accept each and every aforementioned term and condition click “I Accept” which will indicate your binding commitment to accept and respect this Agreement and to subscribe for the Service inclusive of the selected Plan you have identified. Your use of the Service shall be in lieu of you clicking “I Accept”.