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CUSTOMER PROPRIETARY NETWORK INFORMATION (“CPNI”) POLICY

Clubtel is committed to protecting the privacy of its customers in accordance with applicable federal and state laws governing Customer Proprietary Network Information (“CPNI”). Certain information relating to Customer’s use of the Services is protected as CPNI; however, such information may also be used by Clubtel to provide, maintain, and improve the Services, as well as for other purposes permitted under the Agreement and applicable law.

In this section, Clubtel describes the types of information that may constitute CPNI and how such information is handled:

CPNI PROTECTIONS

As a Customer of Clubtel, Customer acknowledges that federal law grants Customer certain rights regarding Customer Proprietary Network Information (“CPNI”) and imposes obligations on Clubtel to protect its confidentiality. CPNI includes information related to Customer’s use of the Services, including the quantity, technical configuration, type, destination, location, and duration of usage, as well as information contained in Customer billing records relating to the Services, which when associated with Customer’s name, address, and telephone number constitutes CPNI. Examples of CPNI include billing details, usage data, calling patterns, service types, long distance and local usage records, directory assistance charges, and other information derived from Customer’s use of the Services.

APPROVAL

From time to time, Clubtel may use CPNI to provide Customer with information about Clubtel’s communications-related products and services, including special offers or promotions that may be of interest to Customer. Such use of CPNI may also assist Clubtel in tailoring offerings to Customer’s needs. Where permitted by applicable law, Clubtel may use and disclose CPNI for such marketing purposes in accordance with the Customer’s elections under the Agreement and Clubtel’s CPNI policy.

CUSTOMER ACKNOWLEDGES THAT BY EXECUTING THE SERVICE ORDER, CUSTOMER IS ENTERING INTO AN AGREEMENT UNDER WHICH CLUBTEL MAY USE CPNI AS PERMITTED BY LAW AND THE AGREEMENT WITHOUT REQUIRING ANY FURTHER ACTION AT THE TIME OF ONBOARDING; however, Customer may opt out of the use of CPNI for marketing purposes at any time by providing written notice to Clubtel in accordance with the CPNI provisions of the Agreement, and any such opt-out will not affect the provision of Services. Any consent or opt-out remains effective until modified or withdrawn by Customer in accordance with the Agreement.

Where Clubtel shares CPNI with its affiliates, agents, independent contractors, or joint venture partners for purposes of providing or offering such products and services, such sharing shall be subject to the same Customer rights and opt-out provisions set forth in the Agreement and applicable law.

CUSTOMER AUTHENTICATION

Clubtel is required under applicable privacy laws to take reasonable steps to verify the identity of individuals prior to disclosing Customer Proprietary Network Information (“CPNI”). Customer acknowledges that, given the nature and scale of Clubtel’s customer base, authentication may be performed using reasonable methods appropriate to the circumstances, which may include verification based on account details, established points of contact, prior communications history, caller recognition, or other reasonable security checks determined by Clubtel.

Clubtel may, where appropriate, apply additional verification measures for sensitive requests or where identity cannot reasonably be confirmed through standard methods. Customer acknowledges that the method and level of authentication may vary depending on the nature of the request and risk of disclosure, and Clubtel shall not be required to follow any fixed authentication method in all cases provided that it acts in a commercially reasonable manner consistent with applicable law.

NOTIFICATIONS OF CERTAIN ACCOUNT CHANGES

Clubtel may, but is not obligated to, provide notice to Customer of certain account changes where Clubtel determines it is commercially reasonable to do so. This may include notifications relating to the creation or modification of account access credentials or other authentication methods, or changes to Customer contact information associated with the account. Any such notifications may be provided via email, telephone, voicemail, text message, or other reasonable communication methods as determined by Clubtel.

Customer acknowledges that certain Services and systems used in connection with the Services may be provided or operated by third-party platforms or providers, and that account-related changes may be processed, recorded, or managed through such third-party systems. Clubtel shall have no obligation to monitor, track, or notify Customer of all such changes and makes no guarantee that any notification will be provided.

DISCLOSURE OF CPNI

Clubtel may disclose CPNI where required by law, regulation, court order, or other lawful request; to protect the rights, property, or security of Clubtel, its Customers, or other carriers from fraudulent, abusive, or unlawful use of the Services; in connection with carrier-related processes such as PIC freeze verification; for directory listing or similar Service functionality where applicable; or where necessary to investigate, resolve, or support Service-related issues reported by Customer.

PROTECTING CPNI

Clubtel takes commercially reasonable measures to protect Customer Proprietary Network Information (“CPNI”) in accordance with applicable law. Access to CPNI is limited to authorized personnel and service providers who require such access to perform their job functions or to provide the Services. Clubtel requires its personnel and relevant third parties to maintain the confidentiality of CPNI and to handle such information in accordance with applicable privacy obligations.

Clubtel maintains reasonable internal policies and controls governing the use and disclosure of CPNI and may keep records of disclosures where required by law or where necessary for the operation, support, or compliance of the Services. Clubtel may also implement internal processes intended to help ensure that CPNI is used in accordance with Customer elections and applicable legal requirements.

BREACH OF CPNI PRIVACY

In the event Clubtel becomes aware of an unauthorized disclosure of Customer Proprietary Network Information (“CPNI”), Clubtel will take commercially reasonable steps to investigate and respond to the incident in accordance with applicable federal and state laws. Where required by law, Clubtel may notify applicable regulatory authorities and/or law enforcement and may delay notification to Customer where such delay is required or requested by law enforcement or applicable regulation.

Clubtel will maintain records of any material CPNI security incidents in accordance with its standard business practices and applicable legal requirements. Such records will be retained for a period consistent with applicable law and internal compliance obligations.

NOTIFICATION OF CHANGES TO THIS POLICY

Clubtel may update this CPNI Policy from time to time. Any changes will be posted on www.clubtel.net/terms or in other reasonable locations designated by Clubtel. Customer is responsible for reviewing the most current version of this Policy to remain informed of how CPNI may be collected, used, and disclosed. Continued use of the Services after any such updates constitutes acceptance of the revised Policy to the extent permitted by applicable law.

TERMS OF SERVICE – 911/E911 SERVICES/DISCLAIMERS/LIMITATIONS OF LIABILITY

E911 MATTERS. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT CLUBTEL’S VOICE SERVICE IS INTERNET-BASED AND THAT 911/E911 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE-BASED SERVICES AND ARE PROVIDED ONLY WHERE SPECIFICALLY INCLUDED IN APPLICABLE ADDENDA, EXHIBITS, SCHEDULES, SOFS, TERMS AND CONDITIONS, SERVICE AGREEMENTS, OR OTHER ATTACHMENTS TO THIS AGREEMENT, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER CLUBTEL, ITS UNDERLYING CARRIERS, NOR ANY THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR EMERGENCY CALLS, NOR THEIR RESPECTIVE OFFICERS OR EMPLOYEES, SHALL BE LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY, OR COST (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) ARISING FROM OR RELATING TO THE PROVISION OF EMERGENCY SERVICES, AND CUSTOMER HEREBY WAIVES ANY SUCH CLAIMS OR CAUSES OF ACTION. CUSTOMER FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS CLUBTEL FROM ANY CLAIM OR ACTION ARISING FROM ANY EMERGENCY CALL PLACED THROUGH THE SERVICE, INCLUDING CALLS PLACED BY CUSTOMER’S EMPLOYEES OR END USERS. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INJURY, LOSS, OR DAMAGE ARISING OUT OF A LACK OF, FAILURE OF, OR MISROUTING OF 911 CALLS, WHETHER OR NOT ROUTED OR ANSWERED BY A PUBLIC SAFETY ANSWERING POINT OR EMERGENCY OPERATOR, IS NOT THE RESPONSIBILITY OR LIABILITY OF CLUBTEL, AND CUSTOMER AGREES TO HOLD CLUBTEL AND ITS AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY SUCH DAMAGES OR LIABILITIES. THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OF LIABILITY.

9-1-1 & VoIP

Customer Notice of 9-1-1 and E9-1-1 Service Limitations

PLEASE READ THIS NOTICE CAREFULLY. AS A USER OF CLUBTEL SESSION INITIATION PROTOCOL (“SIP”) BASED VOICE OVER INTERNET PROTOCOL (“VOIP”) SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD THE LIMITATIONS ASSOCIATED WITH THE 9-1-1 AND E9-1-1 EMERGENCY SERVICES AVAILABLE THROUGH CLUBTEL CALLING SERVICES. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE ANY CLUBTEL CALLING SERVICES.

Definitions: Terms capitalized when used within this document have the following meanings:

“9-1-1 Services” means functionality that allows end users to contact emergency services by dialing the digits 9-1-1.

“Enhanced 9-1-1 Service” or “E9-1-1” means the ability to route an emergency call to the designated entity authorized to receive such calls, which in many cases is a Public Safety Answering Point (“PSAP”), serving the Customer’s registered or user-provided address and to deliver the user’s telephone number and registered service address information automatically to the emergency operator answering the call. Enhanced 9-1-1 Service is provided based on service address information supplied by the Customer, and the Customer remains solely responsible for providing and maintaining accurate and up-to-date address information. Enhanced 9-1-1 functionality is typically associated with Clubtel’s “E911 Service Fee,” and Customers who subscribe to this fee are enabled for Enhanced 9-1-1 functionality.

“Basic 9-1-1 Service” means the ability to route an emergency call to the designated entity authorized to receive such calls serving the Customer’s registered or user-provided address. With Basic 9-1-1 Service, the emergency operator answering the phone will not have access to the caller’s telephone number or address information unless the caller provides such information verbally during the emergency call.

With Enhanced 9-1-1 Service (“E9-1-1”), when a caller from your registered location dials the digits 9-1-1 from any Clubtel offered calling service that is associated with a phone number and a service address assigned by Clubtel based on information provided by the Customer, the caller’s telephone number and registered address information are automatically presented to the local emergency center serving the location. The Customer is responsible for ensuring that all service address information provided to Clubtel is accurate, complete, and kept up to date, including notifying Clubtel of any changes required to ensure correct assignment. Emergency operators will have access to this information regardless of whether the caller is able to verbally provide such information.

With Basic 9-1-1 Service, when a caller from your registered location dials the digits 9-1-1, the call is sent to the local emergency center serving that location. Operators answering the call will not have automatic access to the caller’s call-back telephone number or the associated registered address, even if that address has been properly registered, because with Basic 9-1-1 Service the emergency center is not equipped to receive, capture or retain the telephone number associated with Clubtel calling service or the registered address. Accordingly, callers must be prepared to provide both call-back and address information. If the call is dropped or disconnected, or if the caller is unable to speak, the emergency operator answering the call will not be able to call the caller back or dispatch help to the caller’s address if call-back and address information has not been provided by the caller.

EMERGENCY SERVICE DISCLOSURE APPLICABLE TO ALL CALLING SERVICES OFFERED BY CLUBTEL:

Customer agrees to inform all users of Clubtel’s calling services of the potential limitations and complications associated with the use of 9-1-1 emergency services, including the limitations associated with Clubtel’s VoIP emergency calling capabilities.

All of Clubtel’s Calling Services Have 9-1-1 Capabilities That Differ From Traditional Wireline Telephone Services: Customer acknowledges and agrees that all of Clubtel’s calling services are internet-based and that the 9-1-1 capabilities associated with such services differ from those provided by traditional wireline telephone services. Customer further acknowledges that VoIP-based emergency calling may not function in the same manner or with the same reliability as traditional telephone services. While Clubtel provides access to emergency calling services where available, such services should not be relied upon as the sole means of contacting emergency services. CUSTOMER SHOULD MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING EMERGENCY SERVICES.

9-1-1 Service May Be Impacted by Power or Network Disruptions.Clubtel calling services rely on a stable internet connection (whether fixed or mobile) and access to power. Disruptions such as power outages, internet connectivity issues, network congestion, or other service interruptions may impact or prevent the use of Clubtel calling services, including for 9-1-1 emergency calling.

9-1-1 Service May Be Unavailable if Your Service Is Suspended or Disrupted.If your Clubtel service is suspended, disconnected, or otherwise unavailable for any reason, including billing-related issues, you may not be able to use the service for any calls, including 9-1-1 emergency calls.

You May Not Reach the Correct Emergency Services If Your Telephone Number or Registered Address Does Not Match Your Actual Location.VoIP services can be used from locations that differ from the geographic area associated with a telephone number, and as a result, 9-1-1 calls are routed based on the service address associated with the applicable Clubtel Direct Inward Dial (“DID”) telephone number rather than the caller’s actual physical location. For both Basic 9-1-1 and Enhanced 9-1-1 services to function correctly, the Customer must ensure that accurate telephone number and address information is provided and properly associated with each DID. If the service is used from a location different from the registered address, or if the registered information is inaccurate or out of date, emergency calls may be routed to the wrong emergency response center. In such cases, you may not reach emergency personnel serving your actual location, and emergency responders may be unable to determine your location or respond appropriately to the emergency.

You May Not Be Able to Reach the Correct Emergency Service Center If You Fail to Provide a Valid Service Address for Enhanced 9-1-1 Service.Enhanced 9-1-1 functionality is typically associated with Clubtel’s “E911 Service Fee,” and only Customers who subscribe to this fee are enabled for Enhanced 9-1-1 functionality. Failure to provide a correct physical address in the required format for such service may result in Enhanced 9-1-1 calls being routed to an incorrect emergency response center, and Clubtel is not responsible for inaccurate or incomplete address information provided by the Customer. In addition, use of any Clubtel calling service from a location other than the location to which such service was originally provisioned (i.e., the “primary registered address”) may also result in emergency calls being routed to an incorrect emergency response center where applicable.

You May Not Be Able to Reach the Correct Emergency Services If You Move Your Phone to a Location Different From the Address You Initially Registered. It is important that you register accurate location information every time you move the equipment associated with your Clubtel calling service. If you move your Clubtel equipment to another location without reregistering, when you dial 9-1-1, you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, if you have not provided valid location information you will not be calling the emergency personnel near your actual location and this emergency personnel may not be able to transfer your call or respond to your emergency.

You May Not Be Able to Reach the Correct Emergency Services If You Fail to Accurately Register or Reregister Your New Location Or Call 9-1-1 Within 72 Hours of Updating Your Location. It is important that you register an accurate location when you initiate your service and every time you move the equipment associated with your Clubtel VoIP calling service. When you change your location, it may take up to 72 hours for your location change to be reflected in our records. During that time, you may not be able to reach may not be able to reach the correct emergency services center or any emergency service Clubtel by dialing 9-1-1.

Clubtel VoIP Calling Services Allow One Emergency Service Address to Be Associated With Each Telephone Number.Certain Clubtel VoIP calling services, including softphone client services, do not require a dedicated telephone number for each user but allow multiple users to place and receive calls using a shared number. However, each telephone number used for Enhanced 9-1-1 Service must be associated with a single registered service address, and Clubtel recommends that each E911 Service Fee applies on a per telephone number, per registered service address basis. Where a Customer operates from multiple registered service addresses, each registered service address should have its own telephone number and corresponding E911 registration for emergency calling purposes. Clubtel is not responsible for identifying, interpreting, or determining Customer sites, buildings, or internal locations, and the Customer is solely responsible for ensuring that each registered service address is accurately identified, disclosed to Clubtel, and kept up to date for proper E911 registration. Customers must ensure that any service associated with a telephone number is used only from its registered service address, and use of a service (including softphone applications) from a different location than the registered service address may result in incorrect emergency address information being transmitted when dialing 9-1-1. In such cases, emergency calls may not be properly routed to the correct emergency response center.

CLUBTEL UNDERSTANDS THAT YOU HAVE READ AND UNDERSTAND THE LIMITATIONS ASSOCIATED WITH THE 911 AND E-911 EMERGENCY SERVICES AVAILABLE THROUGH CLUBTEL CALLING SERVICES

Any obligations imposed by federal or state law on operators of private branch exchange or multiline telephone systems are the responsibility of the Customer and not Clubtel.

Clubtel’s calling services are provided for business, non-residential use in environments requiring multiple lines or extensions. If this changes, Customer agrees to discontinue use of Clubtel’s calling services.

E 9-1-1 KARI’S LAW/RAY BAUM’S ACT MLTS DISCLOSURE AND WAIVER

Notice of Compliance of MLTS E9-1-1 Requirements.

Effective February 2020, Kari’s Law requires direct 9-1-1 dialing and notification capabilities in multi-line telephone systems (MLTS). In addition, Kari’s Law applies only with respect to MLTS that are manufactured, imported, offered for first sale or lease, first sold or leased, or installed after February 16, 2020.

MLTS manufacturers and vendors must pre-configure these systems to support direct dialing of 9-1-1—that is, to enable the user to dial 9-1-1 without having to dial any prefix or access code, such as the number 9. In addition, MLTS installers, managers, and operators must ensure that the systems support 9-1-1 direct dialing.

MLTS systems must also support the notification requirement of Kari’s Law, which is intended to facilitate building entry by first responders. When a 9-1-1 call is placed on an MLTS system, the system must be configured to notify a central location on-site or off-site where someone is likely to see or hear the notification. Examples of notification include conspicuous on-screen messages with audible alarms for security desk computers using a client application, text messages for smartphones, and email for administrators. Notification shall include, at a minimum:

  1. The fact that a 9-1-1 call has been made;
  2. A valid callback number; and
  3. The information about the caller’s location that the MLTS conveys to the public safety answering point (PSAP) with the caller to 9-1-1; provided, however, that the notification does not have to include a callback number or location information if it is technically infeasible to provide this information.  (47 CFR § 9.3.)

For Clubtel calling services, any location or user identification information provided within the system is limited to extension numbers and associated user identifiers as configured by the Customer (for example, extension 205 – Room 205, or extension 308 – Joe Bloggs). Clubtel does not assign or verify physical location information, and the Customer is solely responsible for ensuring that any location data associated with extensions or users is accurate and kept up to date.

IT IS THE CUSTOMER’S RESPONSIBILITY TO ENSURE THAT CLUBTEL IS PROVIDED WITH ACCURATE AND CURRENT EMAIL ADDRESSES FOR ALL REQUIRED NOTIFICATIONS AND THAT SUCH ADDRESSES ARE KEPT UP TO DATE. CLUBTEL MAY SEND NOTIFICATIONS BY EMAIL, AND THE CUSTOMER IS RESPONSIBLE FOR ENSURING THAT SUCH NOTIFICATIONS ARE RECEIVED, MONITORED, AND PROPERLY DISTRIBUTED WITHIN ITS ORGANIZATION.

Under Section 506 of the RAY BAUM’S Act, MLTS systems are required to convey “dispatchable location” information with 9-1-1 calls to dispatch centers, regardless of the technological platform used, including 9-1-1 calls originating from MLTS environments. Dispatchable location means a location delivered to the PSAP with a 9-1-1 call that consists of the validated street address of the calling party, plus additional information such as suite, apartment, or similar information necessary to adequately identify the location of the calling party (47 CFR § 9.3). The Customer is responsible for ensuring that any dispatchable location information associated with its use of Clubtel services is accurate, complete, and properly maintained within its MLTS configuration.

IT IS THE CUSTOMER’S RESPONSIBILITY TO ENSURE REASONABLE EMPLOYEE MONITORING OF THE DISPATCHABLE LOCATION DESIGNATION SO THAT WHEN EMERGENCY 9-1-1 FIRST RESPONDERS ARRIVE THEY ARE DIRECTED TO THE CORRECT ROOM OR LOCATION.

IT IS THE CUSTOMER’S RESPONSIBILITY TO ENSURE THAT EACH REGISTERED SERVICE LOCATION HAS AT LEAST ONE DESIGNATED TELEPHONE DID ASSOCIATED WITH ENHANCED 9-1-1 SERVICE, INCLUDING ACCURATE AND UP-TO-DATE REGISTERED SERVICE ADDRESS AND DISPATCHABLE LOCATION INFORMATION FOR THAT DESIGNATED DID. NOT ALL DIDS ARE REQUIRED TO BE ASSOCIATED WITH E911 SERVICE, AND THE CUSTOMER MAY DESIGNATE A COMMON OR SHARED DID FOR EMERGENCY CALL BACK PURPOSES WHERE APPROPRIATE. CLUBTEL HAS NO LIABILITY AND DISCLAIMS ANY RESPONSIBILITY FOR MAINTAINING, UPDATING, OR MANAGING ANY PSAP RECORDS OR EXTERNAL EMERGENCY SERVICE DATABASES ON BEHALF OF THE CUSTOMER.

MASTER SERVICE AGREEMENT – GENERAL TERMS OF SERVICE

These General Terms of Services are incorporated into, and along with the executed Service Order and any other Terms of Services and policies of Clubtel, Inc. (“Clubtel”), constitute, the Master Services Agreement (the “Agreement”) between Customer and Clubtel.

By accessing or utilizing any of the Services or products offered by Clubtel , you agree to be bound by the terms of this Agreement. These Terms of Services supersede all earlier versions and require mandatory arbitration of disputes. Please read these Terms of Services carefully, as they describe your legal rights and obligations. This Agreement shall become effective as of the date of (1) your signature on a Service Order or your electronic signature on or acceptance of this Agreement, (2) the activation of your account or (3) your receipt of an e-mail from Clubtel confirming your order, whichever happens first.  Customer may be referred to using “you” and “your” herein.

  1. Term:The “Term” of Services to be provided to Customer from Clubtel shall be as set forth in the Service Order and shall commence when Service is activated.  If no term of months is set forth in the Service Order or Customer does not select a different term, the Agreement shall be on 36 month term. The Agreement shall continue after the original Term on a month-to-month basis. To terminate the Services, the customer needs to give a minimum of 90 days notice in writing via email to billing@clubtel.net or letter (mailed to our office address). Clubtel will respond with a confirmation of the termination date and produce a final invoice (minus any call charges which can be added on at a later date), which becomes payable immediately.  If notice is served over 90 days before the end of the Term the invoice will also contain the number of unexpired months of the Term (rounding up to the nearest whole month) multiplied by the monthly service charge. The requirement to provide a minimum of 90 days’ written notice to terminate Services shall continue to apply during any month-to-month period. The Agreement may be terminated immediately by Clubtel if there is a material or persistent breach of the terms of this agreement by the customer or if the customer goes into bankruptcy or liquidation. If Customer terminates Service before the Term selected by Customer for any reason, or Clubtel terminates Services for Customer’s breach of this Agreement or Clubtel’s Acceptable Use Policy (AUP), or any other policy breach, Customer will be subject to a termination liability. The termination liability shall equal 100% of the monthly recurring charges for the terminated Services multiplied by the number of full or, if greater, partial months remaining in the current Term.  Further, Customer shall be liable to and immediately pay Clubtel for any discounts applied to the original Term of the Services, any equipment fees and any underlying third party charges that Clubtel incurs as a result of the early termination (specifically including any remaining term for the 3CX annual cost and hosting of Customer’s Service). Clubtel may restrict or suspend your rights under this Agreement and Customer’s use of the Clubtel service at any time to the extent as Clubtel reasonably determines is necessary to protect the Clubtel network. Notwithstanding any other provision of the Agreement, Clubtel may elect in its sole discretion, including but not limited to operational, technical, or commercial reasons, to terminate this Agreement and any or all outstanding Service Orders upon providing Customer with written notice of such election (by email or mail). In such event, the effective date of termination shall be ten (10) days from the date of such notice.
  2. Fees and Billing: Customer agrees to pay all amounts invoiced by Clubtel, including but not limited to activation and installation charges, non-recurring charges, mileage, equipment charges, monthly recurring charges, usage-based charges, any other fees, charges or cost recovery amounts specified in a Service Order, this Agreement, any addendum or applicable policy, and all applicable taxes, levies, surcharges and governmental fees of any kind whether imposed on Clubtel or directly on Customer (collectively, “Governmental Charges”), and a list of possible Service Fees and Governmental Charges is available at https://clubtel.net/Terms, and where Services include bundled usage allowances any usage in excess of such allowances may be charged at Clubtel’s applicable overage rates, and where no specific allowance is stated Clubtel may apply reasonable usage caps based on standard service levels and bill excess usage accordingly. All Service Fees and Governmental Charges shall be billed in U.S. dollars, unless otherwise agreed by Clubtel. Recurring fees and charges shall be invoiced monthly in advance and usage-based charges shall be billed monthly in arrears and may be charged to Customer’s designated payment method without further notice from Clubtel. Billing shall commence upon service activation, including connection to Customer’s equipment, and initiation of service by Clubtel. All invoices are due and payable within fourteen (14) days of the invoice date. Any failure to pay any amounts when due shall constitute a default. Accounts in default shall accrue interest on all overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Clubtel may suspend or terminate Services for non-payment, provided that such suspension or termination shall not relieve Customer of its obligation to pay all amounts due under this Agreement. Customer shall only be relieved of its obligation to pay Service Fees upon termination of Services in accordance with this Agreement. In the event of default, Customer shall be liable for all reasonable costs of collection, including attorneys’ fees and collection agency fees incurred by Clubtel in enforcing its rights. Notwithstanding anything to the contrary, Clubtel may increase its Service Fees (excluding Governmental Charges) upon providing at least twenty-eight (28) days’ written notice by email or other written communication. Customer may terminate this Agreement during such notice period only if Clubtel is unable to maintain existing pricing. Failure by Customer to terminate within such period shall constitute acceptance of the revised Service Fees for the remainder of the applicable term. The following additional fees may apply as part of the Service Fees and shall be charged in U.S. dollars: a late payment fee of $20 for overdue invoices; a $20 administrative fee for cancelled or re-established automatic payment arrangements; a monthly non-autopay fee of $15 where Customer does not maintain payment via an approved ACH debit autopay arrangement; a $25 fee per number for any rejected or modified number port requests initiated by Customer; and E911 call charges of $75 per call unless Customer has subscribed to an applicable monthly E911 subscription service where offered by Clubtel. If Customer cancels Services prior to the Live Date, Clubtel may charge a $300 administration fee together with applicable setup and provisioning charges, including $20 per user license, $20 per phone number port, and $20 per handset.Where Services include 3CX licensing and/or hosting, Customer acknowledges that such services are procured by Clubtel on an annual subscription basis and may be invoiced on a monthly basis, and upon cancellation or termination for any reason Customer shall remain liable for all remaining fees due for the full annual subscription term committed by Clubtel at the time of such cancellation or termination, together with any additional annual subscription terms that would have been committed during the remainder of the applicable Service term had the Agreement continued in force, regardless of any notice period applicable to other Services.“Payment Account” shall refer to the credit card account, ACH debit authorisation, or other approved payment method provided by Customer upon registration for the purpose of paying for Services. Clubtel may add, remove, or modify the available payment methods for the Services from time to time in its sole discretion. Customer is deemed to have provided ongoing and continuous authorization for Clubtel to charge any Payment Account on file for all Service Fees, Governmental Charges, and any early termination liability, and such authorisation shall continue for the duration of this Agreement and thereafter in respect of any amounts due or payable under this Agreement, regardless of whether Services are actively being used, suspended, or terminated. If any payment is declined, fails, or is returned unpaid, Customer may, in Clubtel’s reasonable discretion, have Services suspended or terminated in accordance with this Agreement and shall be charged a $100 administrative fee per incident, together with any unpaid amounts and interest thereon from the due date until paid in full.
  1. Billing Disputes:Only disputes made in good faith, in a timely manner and properly documented as required herein will be considered by Clubtel. To meet these requirements, Customer must provide Clubtel with written notice of any disputed charge(s) within sixty (60) days of the original invoice date for such charges, setting forth in reasonable detail all grounds for disputing each charge and providing supporting documentation. Customer shall not have the right, at any time, to withhold, offset, or deduct any amounts due under this Agreement, whether disputed or not, and all amounts shall be paid in full when due. Clubtel and Customer shall attempt in good faith to resolve any dispute within thirty (30) days of Clubtel’s receipt of notice of that dispute. If a dispute is not resolved, Clubtel shall make a determination in good faith regarding the merit of each dispute and Customer’s associated payment obligation. If Clubtel determines that any amount disputed is owed, Customer shall pay that amount within ten (10) days of receipt of written notice of such determination, together with interest at the lower of 2.0% per month or the maximum rate permissible under applicable state law, calculated from the Due Date until payment is received. Failure to pay such amount in full within such ten (10) day period shall constitute a material breach and may result in suspension or termination of Services upon reasonable notice and without liability. If Clubtel determines that any amount disputed was incorrectly charged or is otherwise not owed by Customer, Clubtel shall, at its sole discretion, issue a credit, apply such credit over one or more future billing periods in such amounts and over such duration as Clubtel determines, or provide a refund, in each case within a reasonable time following its determination. Customer’s exclusive remedy for issues relating, whether directly or indirectly, to any disputes shall be as set forth in this Agreement, and in no event will Clubtel be liable for any overcharges that are disputed more than sixty (60) days after the date the amounts were billed to Customer.
  2. Limitation of Liability:  IN ADDITION TO ANY LIMITATIONS OF LIABILITY RELATED TO SPECIFIC SERVICES, INCLUDING E911, AND CLUBTEL FRAUD POLICIES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL CLUBTEL OR ANY AFFILIATED PERSON OR ENTITY BE LIABLE TO CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY FOR ANY PERSONAL INJURY, DAMAGE TO EQUIPMENT, LOSS OF DATA, PROFIT OR REVENUE OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, RELIANCE, COST OF COVER, SPECIAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER THE AGREEMENT, EVEN IF CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY ADVISES CLUBTEL OR ANY AFFILIATED PERSON OR ENTITY OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CLUBTEL SHALL NOT BE RESPONSIBLE FOR DAMAGE TO PROPERTY OR FOR INJURY TO ANY PERSON ARISING FROM THE INSTALLATION, MAINTENANCE OR REMOVAL OF EQUIPMENT OR THE PROVISION OF SERVICES, AND CUSTOMER HEREBY INDEMNIFIES AND HOLDS HARMLESS CLUBTEL FROM AND AGAINST ANY LIABILITIES INCLUDING ATTORNEY’S FEES ARISING OUT OF SUCH DAMAGE OR INJURY. EXCEPT TO THE EXTENT RESULTING FROM CLUBTEL’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL CLUBTEL BE LIABLE FOR ANY AMOUNT OVER THE AMOUNT OF FEES PAID TO CLUBTEL BY CUSTOMER IN THE PRIOR SIXTY (60) DAYS.Customer acknowledges that Clubtel has set its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties and damages and Customer’s indemnity obligations set forth herein, and that the same forms an essential basis of the bargain between the parties.  The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if this Agreement fails of its essential purpose, to the maximum extent permitted by applicable law.
  1. DISCLAIMER OF WARRANTY: CLUBTEL MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CLUBTEL WILL NOT BE RESPONSIBLE FOR ANY DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY (INCLUDING ANY SUBSCRIBERS TO OR USERS OF ANY SERVICES PROVIDED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, OR SERVICE INTERRUPTIONS. CLUBTEL EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT OF THE INFORMATION TRANSMITTED THROUGH THIRD-PARTY NETWORKS OR THE INTERNET. USE OF ANY INFORMATION OBTAINED THROUGH CLUBTEL’S SERVICES OR THE INTERNET IS AT YOUR OWN RISK. CLUBTEL SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF THE INFORMATION OBTAINED THROUGH ITS SERVICE. IN NO EVENT WILL CLUBTEL’S LIABILITY FOR ANY CLAIM (WHETHER IN TORT, CONTRACT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE MOST RECENT MONTH OF SERVICES..
  1. INDEMNIFICATION OF CLUBTEL:You agree to defend, indemnify, and hold harmless Clubtel, including its officers, directors, employees, agents, attorneys, shareholders, related entities, successors, and assigns, from and against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs and expenses, including reasonable attorneys’ fees, arbitration fees, mediation fees, and expert expenses, arising out of or relating to (i) any failure by you or your agents to comply with any obligations, duties, or provisions of this Agreement, including without limitation your warranties, (ii) your violation of any third party’s intellectual property rights, or (iii) any act or omission by you or your agents in connection with the performance of this Agreement. You further agree to defend, indemnify, and hold harmless Clubtel, including its officers, directors, employees, agents, attorneys, shareholders, related entities, successors, and assigns, from and against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to third-party claims for property damage or economic loss to the extent caused by any act or omission of you or your agents in connection with this Agreement. Clubtel shall have the right, at its option, to participate in the defense of any such claim with counsel of its own choosing at your expense. ATA DEVICES. Any ATA devices and/or related services are provided solely for signal conversion purposes, and to the maximum extent permitted by applicable law, Clubtel makes no representation or warranty regarding compatibility or code compliance with alarm systems, emergency calling services, alarm monitoring systems, or other regulated services. The Customer is responsible for confirming compliance with its alarm or monitoring provider and all applicable laws, codes, and regulations. Clubtel shall not be liable for any code violations, service failures, E911 or emergency service issues, or non-compliance arising from or related to such use. The limitations of liability set forth in this Agreement shall apply to this section.
  1. Service Interruption: Failure to pay by the due date (net 14 days) shall constitute a material breach of this Agreement. Failure to receive payment by the due date may result in immediate suspension of the Services. Clubtel may also suspend Services where it reasonably suspects fraudulent use, or where required to do so in order to comply with any order, instruction, or request from applicable governmental authorities, emergency services, or other relevant regulatory or administrative bodies. If the Customer is in material breach of this Agreement for any reason, Clubtel reserves the right to charge the full remaining balance of the Term plus any outstanding equipment costs (including replacement costs for any unreturned equipment). For the avoidance of doubt, such charges shall be calculated based on the monthly recurring charges multiplied by the number of remaining months in the Term.
  1. Customer Responsibility for Fraud and Security; Insurance: Customer is solely responsible for maintaining the security of its systems, accounts, credentials, and network environment, and for all usage of the Services, including any fraudulent, unauthorized, or improper use arising from compromised systems. Clubtel recommends that Customer obtain appropriate insurance coverage, including fraud-related coverage, but such recommendation does not limit or affect Customer’s liability or obligations under this Agreement. Customer acknowledges that it remains responsible for all charges incurred through its account, whether authorized or unauthorized. The Fraud Policy is available for informational and operational guidance at https://clubtel.net/Terms. Customer may choose to obtain insurance that names Clubtel as an additional insured; however, failure to obtain or maintain such insurance shall not, in itself, constitute a breach of this Agreement or relieve Customer of its obligations hereunder. Customer agrees to promptly notify Clubtel of any known or suspected security breach affecting its systems or Services.
  1. Resale:Customer acknowledges and agrees that Customer may not
    sell, resell, transfer, convey, white label, wholesale or in any way distribute the Services to or for the benefit of any third party without express prior written consent of Clubtel (which consent may be withheld in Clubtel’s sole discretion). The foregoing prohibition shall apply, without limitation, to any and all fiber, circuits, equipment or other Service elements which Customer purchases from Clubtel .
  1. Privacy:It is Clubtel ’s policy to respect your privacy. Clubtel will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior consent unless Clubtel deems it necessary, in its sole discretion, to comply with legal process or other legal requirements, including but not limited to responding to civil or criminal subpoenas, search warrants, national security letters, or other requests for information from law enforcement officials; protect and defend the rights or property of Clubtel or its officers, agents, affiliates, and licensees; enforce this Agreement; or protect the interests of other Clubtel customers. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CLUBTEL RESERVES THE RIGHT (SUBJECT TO APPLICABLE LAW), IN ITS REASONABLE DISCRETION, TO MONITOR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO THE USE OF A USER’S MAIN ACCOUNT AND ANY SUB-ACCOUNTS, FOR THE PURPOSES OF (I) INVESTIGATING SUSPECTED VIOLATIONS OF THIS AGREEMENT, OR (II) COMPLYING WITH LEGAL OBLIGATIONS OR ASSISTING WITH LAWFUL CRIMINAL OR CIVIL INVESTIGATIONS. ANY SUCH MONITORING OR DISCLOSURE SHALL BE CONDUCTED IN ACCORDANCE WITH APPLICABLE LAW, WHICH MAY INCLUDE, WHERE RELEVANT, THE COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT. Your IP address may be transmitted and recorded in connection with your use of the Clubtel Services for operational, security, and compliance purposes. Clubtel may also use and disclose information in aggregated and anonymized form, which does not identify any individual customer, for legitimate business purposes. INTERNATIONAL CUSTOMERS UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED BY CLUBTEL IN THE UNITED STATES OF AMERICA. YOU FURTHER AGREE THAT THE PERSONAL INFORMATION WHICH YOU GIVE CLUBTEL WILL BE TRANSFERRED TO AND MAINTAINED IN THE UNITED STATES AND OTHER COUNTRIES; INCLUDING WITHOUT LIMITATION COUNTRIES IN THE EUROPEAN UNION AND ELSEWHERE. IF YOU DO NOT CONSENT TO THE TRANSFER OF YOUR PERSONAL INFORMATION INTO AND OUT OF THE UNITED STATES, DO NOT ACCEPT THESE TERMS AND CONDITIONS FOR THE CLUBTEL SERVICE. YOU FURTHER UNDERSTAND AND AGREE THAT, SUBJECT TO APPLICABLE LAW, CLUBTEL MAY DISCLOSE PERSONAL INFORMATION ABOUT YOU AND YOUR USE OF THE SERVICES, INCLUDING ACCOUNT INFORMATION AND SERVICE-RELATED IDENTIFIERS (SUCH AS TELEPHONE NUMBERS, SIP TRUNKS, AND OTHER SERVICE CONFIGURATION DATA), PURSUANT TO THIS SECTION, IN CONNECTION WITH LAWFUL REQUESTS OR INVESTIGATIONS.
  1. Equipment: Notwithstanding anything else in this Agreement, Customer is responsible for all equipment used in connection with the Services, whether Customer-owned or rented from Clubtel. Customer agrees to provide Clubtel reasonable access to its premises for the purposes of installation, demonstration, inspection, maintenance, repair, and removal of equipment, and to provide a safe working environment. The equipment shall not become a fixture, and Customer shall keep all such equipment free from all liens, charges, and encumbrances. Where equipment is rented, Customer acknowledges that it has no right, title, or interest in such equipment. All equipment is covered solely by the applicable manufacturer’s warranty, whether rented or Customer-owned, and Clubtel provides no additional warranties; Clubtel may, where appropriate, assist Customer in liaising with the manufacturer or distributor in relation to any warranty claim. Where a manufacturer warranty has expired or does not apply, Customer remains responsible for the full replacement cost of the equipment, and any such replacement cost shall be treated as the value of the original equipment not returned in working condition. Rental charges shall continue for the full agreed term regardless of equipment failure or replacement unless otherwise agreed in writing, and equipment failure shall not affect Customer’s obligation to pay ongoing rental fees. Equipment failure shall be determined by Clubtel or its authorized third-party subcontractors in conjunction with Clubtel’s technical staff, and once determined by Clubtel, in its sole discretion, that equipment requires replacement, Clubtel may provide replacement equipment subject to Customer’s obligation to pay applicable replacement charges.
  2. Compliance with Laws: Customer shall at all times use the Services in compliance with all applicable state, federal, and international laws and regulations. If Clubtel is notified by any governmental authority or other party of alleged unlawful use of the Services, or otherwise becomes aware of or reasonably suspects such use, Customer agrees to cooperate with any resulting investigation by Clubtel and/or applicable authorities. Customer acknowledges that determinations or requirements imposed by applicable governmental authorities in connection with such investigations may be binding and must be complied with. Failure to cooperate with any such investigation or to promptly cease or remedy any unlawful use shall constitute a material breach of this Agreement, and Clubtel may immediately suspend or restrict Services without prior notice. Customer’s use of the Clubtel network must be for lawful purposes only. Transmission of any material in violation of applicable law, regulation, or Clubtel’s Acceptable Use Policy (available at https://clubtel.net/Terms) is strictly prohibited. Customer agrees to indemnify and hold harmless Clubtel from any claims, damages, liabilities, or losses arising out of Customer’s use of the Services or the use of the Services by Customer’s users, customers, or others within its chain of distribution, including end users. For Customers utilizing SMS text marketing campaigns or conversational SMS, the following terms apply:LIMITATION OF LIABILITY / CARRIER AND REGISTRY COMPLIANCE. Customer acknowledges that SMS messaging is subject to carrier and industry registration requirements, including the A2P 10DLC framework, and agrees that Customer is solely responsible for ensuring its campaigns, content, and use cases comply with all applicable carrier rules, registry requirements, and applicable laws. Clubtel does not guarantee or warrant approval, registration, or ongoing status of any messaging campaign, number, or use case with any carrier or registry, and shall have no liability for any failure to register, delays in registration, suspension, rejection, or termination of messaging services by any carrier, registry, or third-party provider. All fees, charges, fines, penalties, or other costs imposed by carriers or third parties in connection with Customer’s messaging activity shall be passed through to and remain the sole responsibility of Customer, and Clubtel shall have no liability for any such amounts.
  1. Software and Systems: Clubtel may, as part of the Services, provide access to or enable the use of software, platforms, applications, integrations, interfaces, or systems operated or developed by Clubtel and/or third-party providers, carriers, or licensors (together, “Systems”). Customer acknowledges that certain Systems are operated by independent third-party providers and that Customer’s use of such Systems may be subject to separate terms and conditions imposed by those providers. Where applicable, Clubtel grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use such Systems solely as necessary to receive the Services during the term of this Agreement, subject to applicable third-party terms. Customer acknowledges that Clubtel does not own or control third-party Systems and that all rights, title, and interest in such Systems remain with Clubtel or the respective third-party owners or licensors, as applicable. Clubtel does not warrant or guarantee the availability, performance, or continued functionality of any third-party Systems and shall have no liability for any interruption, modification, suspension, or discontinuation of such Systems. Clubtel may modify, update, or replace Systems at any time as required to deliver the Services or to comply with third-party requirements. Customer agrees to notify Clubtel promptly upon becoming aware of any unauthorized access to or use of the Systems and agrees to reasonably cooperate with Clubtel in investigating and protecting the security and integrity of the Services and Systems, including, where appropriate, cooperation with Customer’s internal IT personnel or third-party IT service providers. Customer is responsible for ensuring that all users authorized by Customer comply with this Agreement and shall remain liable for any use of the Services by such users.
  1. Governing Law; Jurisdiction; Waiver of Jury Trial; Class Action Waiver: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, and applicable federal law, without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York, New York, which is the home jurisdiction of Clubtel, and each party hereby consents to the personal jurisdiction of such courts and irrevocably waives any objection to venue therein. AS PART OF THE CONSIDERATION FOR THIS AGREEMENT, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND SUCH WAIVER SHALL APPLY REGARDLESS OF WHETHER ANY OTHER DISPUTE RESOLUTION MECHANISM IS ELECTED OR WAIVED AND SHALL BE ENFORCEABLE UP TO AND INCLUDING THE COMMENCEMENT OF TRIAL. EACH PARTY FURTHER AGREES THAT ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND HEREBY WAIVES ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. CONSOLIDATION OF CLAIMS OR PROCEEDINGS BETWEEN MULTIPLE PARTIES IS EXPRESSLY PROHIBITED.
  1. Confidentiality, Trademark, and Copyright: During the course of this Agreement you may gain access to certain confidential, proprietary, and trade secret business or technical information belonging to Clubtel in connection with Clubtel’s performance of the Services (“Confidential Information”). You agree to preserve the confidentiality of all Confidential Information provided in connection with this Agreement and shall not, without the prior written consent of Clubtel, disclose or make available to any person, or use for your own or any other person’s benefit, other than as necessary in performance of your obligations under this Agreement, any Confidential Information of Clubtel. Clubtel retains all right, title, and interest in such Confidential Information. The name “Clubtel” is a brand identifier used by Clubtel Inc. All rights reserved. The trademarks, logos, and service marks displayed on Clubtel’s website (collectively, the “Marks”) belong to Clubtel and/or its affiliates or third parties that have licensed those rights to Clubtel (“Partners”); Clubtel and such Partners retain all rights to the Marks, and nothing in this Agreement grants you or any other party any right to use the Marks. You may not use, reproduce, or display any Marks without the applicable owner’s prior written consent. All other trademarks, product names, and company names and logos appearing on Clubtel’s website are the property of their respective owners. Unless expressly stated otherwise by Clubtel, all content, images, and materials appearing on the website (collectively, the “Clubtel Content”) are owned by Clubtel or its licensors. Such Clubtel Content is protected by U.S. and international copyright laws and treaties. You may not use, reproduce, display, or sell any Clubtel Content without Clubtel’s prior written consent. You may not link to any page within Clubtel’s website or frame any portion of the site without Clubtel’s prior written consent.
  1. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
  1. Non-Waiver: No failure or delay by Clubtel in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall it preclude any further exercise of the same or any other right, power, or remedy. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by an authorized representative of Clubtel.
  2. Notices: Clubtel may provide notice to Customer via email sent to the email address provided by Customer at registration or as subsequently updated by Customer. Such notice shall be deemed effective upon transmission, whether or not it is received by Customer, and shall constitute written notice for purposes of this Agreement. Customer may provide notice to Clubtel by mailing such notice to Clubtel Inc., 1178 Broadway, 3rd Floor #1472, New York, NY 10001, or by email to billing@clubtel.net or such other email address as Clubtel may designate for notice purposes from time to time. Notices delivered by mail shall be deemed effective upon receipt as evidenced by delivery confirmation or postal tracking where available. Notices delivered by email to Clubtel shall not be deemed effective unless and until Clubtel provides written acknowledgment of receipt by return email confirmation, and the date of such return email confirmation shall constitute the effective date of notice.
  1. Force Majeure: In the event of a “force majeure” event (as defined below), Clubtel may suspend or terminate this Agreement without liability to Customer. For purposes of this Agreement, “force majeure” shall mean circumstances or occurrences beyond Clubtel’s reasonable control, whether or not foreseeable at the time of entering into this Agreement, in consequence of which Clubtel cannot reasonably be required to perform its obligations hereunder. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations or actions, embargoes, failure, outage, or unavailability of any third-party network, carrier, server, platform, hardware, software, or systems through which the Services are provided or maintained, or the inability to obtain or maintain any permits, licenses, or authorizations required by governmental authority. Clubtel reserves the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. Customer agrees that Clubtel shall not be liable to Customer or any third party for any modification, suspension, discontinuance, or unavailability of the Services.
  1. No Assignment by Customer; Assignment by Clubtel: This Agreement and the rights and obligations hereunder may not be assigned, resold, sublicensed, or otherwise transferred in whole or in part by Customer without Clubtel’s prior written consent. In particular, Customer may not sell or transfer accounts or subaccounts to any third party. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns. Clubtel may assign, transfer, sublicense, or otherwise dispose of this Agreement, in whole or in part, including in connection with a merger, acquisition, corporate reorganisation, or sale of assets or customer contracts, in its sole discretion without restriction and without requiring Customer’s consent.
  1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, discussions, and representations, whether written or oral, but only with respect to the Services provided under this Agreement and not any other separate agreements, orders, or services between the parties. Each Service, order, or deployment may be governed by a separate agreement, and such agreements shall be independent and cumulative unless expressly stated otherwise in writing. Each party acknowledges that it has not relied on any statement, representation, warranty, or promise not expressly set forth in this Agreement. No officer, employee, or representative of either party has authority to make any representation or promise not expressly contained in this Agreement.
  1. Modification: This Agreement may be materially altered by Clubtel by posting a revised version of the Agreement at https://clubtel.net/Terms, and any such changes shall be effective immediately upon posting. In the event Clubtel materially changes the terms of this Agreement, Customer agrees to be bound by such revised terms; provided, however, that if Customer does not agree to such changes, Customer may terminate the affected Services by providing notice within thirty (30) days of such posting, in which case Clubtel may, at its option, continue to provide the Services under the prior terms or permit termination of the affected Services. Customer may not modify this Agreement, in whole or in part, and any such modification or attempted modification shall not be enforceable unless in writing and signed by a duly authorized representative of Clubtel. No additional or conflicting terms in any purchase order or other document issued by Customer shall have any force or effect.
  1. Statute of Limitations: Customer agrees that, to the fullest extent permitted by applicable law, any claim or cause of action arising out of or related to the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
  1. Employee Non-Solicit: During the period in which Customer or any of its affiliates receives any Services from Clubtel and for a period of twelve (12) months after the termination or expiration of all Services provided by Clubtel to Customer, Customer shall not, and shall ensure that its affiliates do not, directly or indirectly solicit or attempt to solicit for employment any employee of Clubtel. If any employee of Clubtel, as a result of active recruitment or solicitation by Customer, becomes employed by Customer, Customer agrees to pay Clubtel, at the time of such employment, an amount equal to fifty percent (50%) of such employee’s estimated first-year compensation. This paragraph shall not apply to employees who independently seek employment with Customer without any direct or indirect solicitation by Customer.

RED FLAG RULES COMPLIANCE POLICY

This Policy establishes guidelines for compliance with the Federal Trade Commission (“FTC”) Red Flag Rules. It sets forth the Company’s Identity Theft Detection, Prevention, and Mitigation Program (the “Program”) (Part I) and procedures for addressing discrepancies in consumer reports (Part II) for Clubtel Inc. (the “Company”). The Company is a telecommunications service provider subject to regulation by applicable state public utility commissions (“PUCs”) and the Federal Communications Commission (“FCC”).

The Federal Trade Commission’s (“FTC”) Red Flag Rules were published in the Federal Register on November 9, 2007, and are codified at 16 C.F.R. Part 681, including Appendix A. The Company has reviewed these requirements and has developed an Identity Theft Detection, Prevention, and Mitigation Program (the “Program”) that is reasonably designed to comply with the Red Flag Rules, as amended. The Program described in this Policy is intended to operate in conjunction with the Company’s policies governing the protection of Customer Proprietary Network Information (“CPNI”). The Company’s CPNI policy is set forth in a separate written document, the Statement of CPNI Operating Procedures and Policies (“CPNI Policies”), which establishes safeguards for the protection and proper use of CPNI and other confidential customer information.

Part I

Identity Theft Mitigation Policy

  1. Purpose and Effective Date of the Program.

As an entity that collects, stores, and grants access to certain confidential subscriber information, the Company has taken steps to identify “red flags” that may be indicators of possible efforts by third parties to obtain unauthorized access to that information. The Company is committed to protecting its customers’ privacy and has implemented procedures to detect possible efforts to engage in identity theft. The Company has designed its procedures to help prevent identity theft and to help mitigate the effects of identity theft when it does occur. Further details about the Program are set forth below.

  1. Identifying Possible Identity Theft.

The Company is vigilant in identifying possible attempts at identity theft and other scams through which individuals might attempt to obtain unauthorized access to confidential information about the Company’s customers.  The Company’s identification of possible “red flags” associated with identity theft includes consideration of the following indicators:

  • News stories, alerts, notifications, warnings and other public information about identity theft scams, including any notifications from the FCC, the FTC, or the PUCs.
  • Suspicious information or documentation provided by customers in connection with service initiation, account changes, or requests for access to account information, including information that appears inconsistent with the Company’s records or otherwise raises concerns regarding authenticity or accuracy.
  • Suspicious personal identifying information provided in connection with service initiation, account changes, or requests for access to account information, including multiple failed attempts to access any customer-facing online systems or services where applicable.
  • Unusual account activity, including material or unexpected changes in account configuration or service usage.
  • Multiple instances where a customer’s mail (including email) is returned as undeliverable.
  • Unusual activity in connection with adding or removing authorized individuals from an account.
  • System or network alerts indicating potentially abnormal or suspicious usage patterns that may warrant further review.
  • Where the Company has been notified by a customer, a regulatory agency, a credit reporting agency, or a law enforcement entity that a particular individual or account is at risk for identity theft.

None of these factors in isolation will be considered conclusive evidence that identity theft has occurred or will occur in the future, nor is this an exclusive list of possible indicators of identity theft. However, the list of possible “red flags” above, considered together, reflects the most common set of indicators of possible identity theft that are relevant to the Company’s circumstances and business model.

  1. Detecting Possible Identity Theft.

In compliance with the FCC’s rules governing CPNI, the Company has adopted written CPNI Policies, as described above. The procedures described in the CPNI Policies are designed to help control access to customers’ account information and to require appropriate verification prior to providing access to such information, where applicable. Multiple failed attempts to access customer systems or services may raise a “red flag” for identity theft. The Company’s personnel who interact with customers or customer account systems are responsible for being alert to and reporting any suspicious activity. Any such activity is escalated internally for further review. The CPNI Compliance Officer will also be the primary point of contact for identifying any “red flags” indicating possible identity theft in connection with this Red Flag Rules Program.

  1. Preventing and Mitigating Identity Theft.

The Company will evaluate each possible indicator of identity theft on a case-by-case basis as appropriate to protect the Company’s customers and preserve the confidentiality of customers’ account information.  Although different responses may be appropriate in different situations, the Company may consider each of the following alternatives for addressing possible identity theft:

  • Monitoring an account or activity as appropriate to identify further evidence of identity theft.
  • Contacting the affected customer to provide notice of the possible identity theft.
  • Offering the affected customer the alternative to change his or her account password.
  • Offering the affected customer the alternative to reopen an account under a new account number.
  • Notifying law enforcement and/or relevant regulatory agencies of the possible identity theft, where appropriate.

The Company will determine whether one or more of the above responses, if any, is appropriate in a particular case.

The Company’s procedures for communicating with customers regarding account changes, and for addressing potential security or CPNI-related issues, also help to prevent and mitigate possible identity theft. Further details about those procedures are provided in the Company’s CPNI Policies.

  1. Updates to the Identity Theft Detection, Prevention, and Mitigation Program.

The Company will evaluate its procedures for identifying possible identity theft on an annual basis. The review will be led by the Company’s CPNI Compliance Officer in coordination with the Company’s management, as applicable. The Company will update this Policy as necessary to account for new identity theft scams and the Company’s experiences in operating under this Policy.

  1. Administration of the Identity Theft Detection, Prevention, and Mitigation Program.

The Company’s CPNI Compliance Officer will have primary responsibility for implementing and ensuring compliance with the Program. The CPNI Compliance Officer will periodically review the Program and consider whether updates are necessary based on the Company’s experience in operating under this Policy, including any identified incidents involving identity theft and any changes to applicable risks or regulatory requirements.

  1. Oversight of Relationships With Outside Vendors As Necessary to Protect Against Identity Theft.

Oversight of Relationships With Outside Vendors As Necessary to Protect Against Identity Theft.
As set forth in the Company’s CPNI Policies, the Company uses contractual and other appropriate arrangements with outside vendors, where applicable, to help protect CPNI and other confidential subscriber information. In addition to such arrangements, the Company will consider its relationships with vendors on an ongoing basis to help ensure they are appropriately structured to mitigate or reduce incidences of identity theft.

Part II

Consumer Report Discrepancy Policy
To the extent that the Company qualifies as a “user of consumer reports” under the Fair Credit Reporting Act, the Company will observe the following procedures in response to “notices of address discrepancy” from consumer reporting agencies.

  1. Definitions.

The definitions of terms used in this Policy will be the same as the definitions of terms in the Fair Credit Reporting Act, as codified in 15 U.S.C., Section 1681, et seq.The following specific definitions apply:

“Consumer report” is defined as “any written, oral, or other communication of any information by a consumer reporting agency bearing on a consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living which is used or expected to be used or collected in whole or in part for the purpose of serving as a factor in establishing the consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes; employment purposes; or any other purpose authorized under 15 U.S.C., Section 1681b.”

“Consumer reporting agency” is defined as “any person which, for monetary fees, dues, or on a cooperative nonprofit basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties, and which uses any means or facility of interstate commerce for the purpose of preparing or furnishing consumer reports.”

A “notice of address discrepancy” includes any notice sent to the Company by a consumer reporting agency pursuant to 15 U.S.C. Section 1681c(h)(1) that informs the Company of a substantial difference between the address for the consumer that the Company provided to request a consumer report and the address or addresses in the agency’s file for the consumer.

The Company will be considered a “user of consumer reports” if it relies on “consumer reports” issued by any “consumer reporting agencies” in making employment decisions, in assessing consumers’ credit worthiness in connection with services purchased or requested from the Company, or for any other purpose authorized under the Fair Credit Reporting Act.

  1. Investigation Upon Receipt of a Notice of Address Discrepancy.

Upon receipt of a notice of address discrepancy, the Company’s CPNI Compliance Officer will take reasonable steps to determine the proper address of the consumer to whom the consumer report relates. The CPNI Compliance Officer will take all steps reasonably necessary to form a reasonable belief that the consumer report in question relates to the consumer for whom the report was requested.

The CPNI Compliance Officer may use one or more of the following methods to resolve the address discrepancy and form a reasonable belief that the consumer report is in fact related to the consumer for whom it was sought:

  • Verifying the information in the consumer report provided by the consumer reporting agency with the consumer, where applicable.
  • Comparing the information in the consumer report provided by the consumer reporting agency with information maintained in the Company’s records, such as applications, change of address notifications, or other customer account records.
  • Comparing the information with information about the consumer from third-party sources that contain address information and other identifying information about the consumer, where reasonably available.
  1. Confirmation of Address With Consumer Reporting Agency.

Upon completion of the steps described in Section B above, the CPNI Compliance Officer will arrange for the correct address to be provided to the consumer reporting agency from whom the notice of address discrepancy was received. The CPNI Compliance Officer will furnish a consumer address to the consumer reporting agency only after the Company has reasonably confirmed that the address information is accurate through the methods described in Section B. The address confirmation will be provided to the consumer reporting agency within a reasonable timeframe and in accordance with applicable requirements under the Fair Credit Reporting Act.

TAXES, FEES AND SURCHARGES

The rates and charges for services provided by Clubtel Inc. (“Clubtel”) are exclusive of the charges described below. These charges do not count toward the attainment of any volume or revenue commitment and will not be discounted or credited in any way.

Below are descriptions of most of the charges that may appear on any invoice. These charges may or may not apply depending on the type of service you subscribe to. There may also be additional charges on your invoice that are not described below. Any questions should be directed to billing@clubtel.net.

In general, charges appearing on invoices under “Taxes and Surcharges” or a similar heading or line item represent: (1) taxes imposed by governmental or quasi-governmental agencies that Clubtel is required to collect in connection with its services; (2) fees imposed by governmental or quasi-governmental agencies that Clubtel may or may not be required to pass through to customers; and/or (3) industry standard cost recovery surcharges.

Federal Universal Service Fund

The Federal Universal Service Fund (FUSF) surcharge is identified as the “Federal Universal Service” charge on your Clubtel bill. It is a monthly, percentage-based surcharge established by the Federal Communications Commission (FCC) and assessed on customers’ interstate and international telecommunications revenues. This fund supports telecommunications and information services in schools, public libraries, and rural health care facilities, and subsidizes local service for consumers with low incomes and those living in areas where the costs of providing telephone service are high. The percentage of the surcharge is subject to quarterly change. The applicable rate may be found on the Federal Communications Commission website.

State Universal Service Fund

Similar to the Federal Universal Service Fund (FUSF), certain states have enacted their own universal service fund programs at the state level. These programs help support services for low-income customers, customers with communication disabilities, and customers who reside in rural areas served by small or rural telecommunications providers where the cost of providing service is high. The contribution factor varies by state.

Long Distance Access Charge

The Long Distance Access Charge is a monthly charge applied to recover pass-through costs imposed by Local Exchange Carriers for access services used in connection with Clubtel’s interexchange services.

Franchise Fee

The municipal franchise fee is also often referred to as a “right-of-way” fee. It is a monthly charge imposed by local jurisdictions on telecommunications providers for the use of public rights-of-way and may be passed through to customers. This fee varies by location and is typically based upon local or state law.

Federal Excise Tax

The Federal Excise Tax is a federal tax administered by the Internal Revenue Service (IRS) and applied as a percentage of local telephone service and related features.

E911 Emergency System

This surcharge is imposed by state and/or local jurisdictions to fund 911 emergency systems.

P.U.C. Tax

The Public Utility Commission (PUC) tax is a charge imposed by state public utility commissions on telecommunications providers in connection with regulated services, and is used to finance the operational costs of state regulatory agencies.

Sales Tax

Sales tax is a tax imposed by most states and many local jurisdictions on the sale of various goods and services for use or consumption. The applicability of the tax, as well as the rates, varies by jurisdiction under applicable state and local law, and some services may be exempt from state and local sales taxes.

Access Recovery Charge

The Access Recovery Charge (ARC) is a monthly surcharge, which may be applied at a percentage rate, implemented to recover a portion of access charges imposed by local exchange carriers (LECs) in connection with regulated telecommunications services.

Federal Regulatory Fee

This is a monthly charge assessed on interstate and international telecommunications services to recover costs associated with Federal Telecommunications Relay Services for the hearing-impaired and national numbering administration.

Property Tax Recovery Charge

This is a charge used to recover a portion of property taxes paid to state and local jurisdictions.

Gross Receipts Tax

The Gross Receipts Tax is a tax on the privilege of doing business in a state, measured by gross receipts derived from business conducted in that state. This tax is generally imposed on telecommunications providers and, where permitted by applicable law, may be passed through to customers.

Cost Recovery Fee

This is a fee used to recover both internal administrative costs and external regulatory expenses incurred by Clubtel in connection with providing services. This includes costs associated with the collection, processing, and remittance of taxes, fees, and surcharges imposed on Clubtel or required to be collected on customer invoices, as well as regulatory fees and expenses such as FCC regulatory program fees, Public Utility Commission (PUC) fees, state business licenses, and other state or local regulatory charges not otherwise separately recovered through other line items or surcharges.

Federal Access Recovery Fee

The Federal Access Recovery Fee (FARF) is a charge used to recover a portion of Clubtel’s costs incurred in connection with obtaining local access services from local exchange carriers (LECs), which may include underlying regulatory-related costs associated with those services.

Universal Cost Recovery

This charge is designed to recover access-related and municipal costs that cannot be recovered on a traditional per-circuit or per-service basis, including costs arising from FCC or other governmental or regulatory actions, or judicial determinations, related to incumbent local exchange carrier charges for such circuits.

Carrier Recovery Surcharge

Clubtel may charge a Carrier Recovery Surcharge in connection with various governmental taxes, surcharges, levies, and administrative costs incurred by Clubtel in procuring services from carriers for customers. This fee is designed to simplify the presentation of charges on customer invoices and is a blended fee that is not separately itemized. The fee is consistent with Clubtel’s customer agreements and is standard in the industry. The fee is not a tax and is therefore not subject to tax exemption. The surcharge may include, without limitation, costs recovered through other fees such as the Cost Recovery Fee, Property Tax Surcharge, Franchise Cost Recovery, FARF, Regulatory and Administrative Cost Recovery Fee, Administrative Cost Recovery Fee, and Universal Cost Recovery.

TAX EXEMPTIONS/DISCLAIMER/RESERVATION OF RIGHTS:

Many of the fees and surcharges listed above are not taxes and therefore are neither subject to nor eligible for tax exemption. To the extent a customer provides Clubtel with a duly authorized tax exemption certificate, including where applicable evidence of 501(c)(3) or any other nonprofit status, Clubtel will review and apply such exemption as of the date the certificate is received, subject to verification and approval in accordance with Clubtel’s tax compliance procedures. No retroactive exemption or refund will be allowed.

Customers claiming tax exemption must provide valid and current exemption documentation upon request by Clubtel. All exemption certificates must remain valid, and Clubtel reserves the right to request updated certificates on an annual basis, including in cases where the certificate otherwise remains valid for a longer term.

If Clubtel collects a tax and such tax or the collection thereof is found to be invalid or unenforceable, and to the extent any such amounts are returned to Clubtel by the taxing jurisdiction, Clubtel may, in its sole discretion, reduce future rates to offset such amounts, issue credits on future invoices, or provide refunds. If such amounts are retained by the taxing jurisdiction, Clubtel may, but is under no obligation to, use commercially reasonable efforts to seek resolution for customers in that jurisdiction. Clubtel reserves the right to collect taxes retroactively to the extent permitted by applicable law. Clubtel reserves the right to review and update this document periodically, and customers will be bound by the then-current version at all times, not the version in effect as of the effective date of their service agreement. Any disputes related to the taxes, fees, and/or surcharges set forth above or anything contained in this document are subject to the arbitration provisions contained in the terms and conditions of any applicable Clubtel service agreement.

TERMS OF SERVICE – VOICE

In addition to the Master Service Agreement General Terms of Services, the following Terms of Services shall apply to Clubtel’s voice Services.

E911/911: Clubtel voice Services are subject to certain limitations and disclaimers regarding E911/911 functionality, as set forth athttps://clubtel.net/terms. Call forwarding to mobile numbers and the use of VoIP mobile applications may not support E911/911 functionality, and emergency calls in such cases may be routed through the mobile carrier rather than Clubtel.

Operational Matters: Customer is responsible, at its own expense, for all equipment, systems, and connectivity required to use the Services, including any third-party services or infrastructure. Customer shall ensure its systems are properly configured and maintained to interoperate with the Services. Clubtel will use commercially reasonable efforts to provision the Services on or about the anticipated commencement date. Each party is responsible for its own systems, equipment, and infrastructure used in connection with the Services.

Telemarketing Traffic: Clubtel does not permit the transmission of dialer-originated telemarketing traffic or fax broadcasts through the Services, including any activity that would violate the Telephone Consumer Protection Act (“TCPA”), do-not-call laws, or other applicable consumer protection laws. The use of any automated dialing system or similar functionality is prohibited unless expressly approved in writing by Clubtel and provisioned through Clubtel-approved solutions. Customer is solely responsible for ensuring all outbound communications comply with applicable laws and regulations, including obtaining any required consents.

Traffic Control: Customer is responsible for the use of the Services and for ensuring that any traffic generated through its systems, users, or applications is lawful, properly configured, and does not adversely affect the Services or any third-party providers. Customer shall take reasonable steps to prevent invalid, misdirected, or unauthorized traffic, including traffic to unassigned or improperly formatted numbers, and shall promptly investigate and address any unusual, excessive, or potentially fraudulent usage. All traffic transmitted through the Services shall be chargeable in accordance with the Agreement, including the Master Services Agreement, regardless of whether such traffic is authorized, unauthorized, or fraudulent.

Customer shall be responsible for identifying, mitigating, and correcting any fraudulent or suspicious calling patterns originating from its use of the Services. In the event Customer fails to do so, or if such traffic may harm or negatively impact Clubtel or its service providers, Clubtel may take any action it deems reasonably necessary to protect the Services, including without limitation blocking, restricting, or suspending traffic or Services, without prior notice, until the issue is resolved.

Service Limitations: The Services are provided as IP-based (VoIP) communications services and require compatible equipment, systems, and connectivity. Customer acknowledges that the Services may not be compatible with all devices, configurations, or third-party systems, and may not replicate all features of traditional telephone services.

Customer further acknowledges that the regulatory treatment of VoIP services may differ from that of traditional telecommunications services, which may affect the availability or applicability of certain rights or protections.

Certain calling types and features are not supported, including without limitation operator-assisted calling (such as collect or third-party billing), premium-rate services, and dial-around services. In addition, certain abbreviated dialing codes and supplementary services may not be available or may not function as expected. Customer acknowledges that such functionality is not included as part of the Services.

Customer Systems: Customer is solely responsible for the installation, configuration, testing, maintenance, and security of its own systems, equipment, and network environment used in connection with the Services, including without limitation access points, routers, firewalls, switches, and related infrastructure.

Customer Information: Customer shall provide all information reasonably required by Clubtel to provide the Services and shall ensure that all information provided, including without limitation billing details, contact information, mailing address, email address, and E911 registration information (including emergency location and related alerting details), is accurate and kept current at all times. Customer shall promptly notify Clubtel of any changes to such information by emailing billing@clubtel.net. Clubtel shall have no obligation to verify the accuracy of such information and shall not be liable for any errors in billing, notices, emergency services information, or other communications resulting from inaccurate or outdated information provided by Customer or Customer’s failure to update such information.

Local Number Portability (LNP): If Customer requests to port telephone numbers to or from the Services, Customer shall provide all information, authorizations, and documentation reasonably required by Clubtel, including applicable Letters of Authorization (LOAs). Customer acknowledges that porting is subject to third-party carrier processes and regulatory requirements, and Clubtel does not guarantee completion of any port request by a specific date or at all. Clubtel may reasonably refuse or delay any port request where information is incomplete or inaccurate, or where required by applicable law or carrier requirements. Customer further acknowledges that Service interruptions may occur during porting, and Clubtel shall have no liability for any delays, failures, or losses arising from the porting process. Customer further acknowledges and agrees that Clubtel may, at its discretion, migrate, reassign, or move Customer numbers between underlying carriers or service providers at any time in order to maintain or improve the Services, without requiring Customer consent, provided such changes do not materially affect functionality.

Customer acknowledges that porting requests away from Clubtel are subject to acceptance and completion by the gaining provider and applicable carriers, and that Clubtel has no control over the timing or success of such ports. Port-out requests may be delayed or rejected due to incomplete or inaccurate information, including LOAs, or where Clubtel reasonably suspects fraud, unauthorized activity, or slamming. For Customer protection, Clubtel may require confirmation prior to processing any port-out request and may refuse or delay requests where such confirmation is not received or authorization is unclear. All port requests are subject to a $20 fee per number, added to Customer’s final invoice. Customer further acknowledges that vanity, toll-free, premium rate, international, and other number types may require additional verification prior to porting. Customer agrees to comply with all LNP policies established by Clubtel from time to time, as may be modified at Clubtel’s discretion, with or without notice, and agrees to comply with any such updates as a condition of receiving the Services

Usage and Fair Use Policy (“FUP”): Where a tariff includes “Unlimited” calling, the allowance applies only to standard USA and Canada mobile and landline numbers. Calls to international numbers, premium rate numbers, and other non-geographic or special service numbers are excluded. Other calling packages may be available for additional destinations, which require a separate agreement or Service Order. Unlimited calling is subject to a fair use threshold of 2,000 minutes per user per monthly billing cycle.

The “Unlimited” eFax service (fax-to-email) is subject to a fair use threshold of 250 inbound and outbound faxes per number per monthly billing cycle, with usage measured on a per-page basis. For the avoidance of doubt, multi-page faxes will consume multiple usage credits against the 250-page allowance. Usage above this threshold is charged at $0.10 per page. Fax transmissions are limited to supported destinations within the United States and Canada; faxing to international destinations may not be supported or may not function as expected. Other faxing packages may be available for additional destinations, which require a separate agreement or Service Order.

Clubtel reserves the right, in its sole discretion, to review Customer’s voice, fax, and toll-free usage patterns to identify usage that is abnormal, excessive, fraudulent, or not consistent with standard industry use (“Non-Customary Usage”). Where Clubtel reasonably determines that such usage exists, Clubtel may adjust rates, apply reasonable surcharges, or modify or restrict Services as necessary to protect the integrity of the Services and underlying providers. In the event of any such adjustment due to Non-Customary Usage, Customer’s sole and exclusive remedy shall be to terminate any remaining usage commitment under the applicable Service Order, and Customer shall remain liable for all applicable recurring charges through the remainder of the term.

Customer is solely responsible for all use of the Services, including any fraudulent, unauthorized, or unintended calls or transmissions, regardless of whether such use was intended or authorized by Customer. Customer is responsible for implementing and maintaining appropriate security measures to prevent unauthorized use of the Services. Customer shall remain liable for all charges incurred through use of the Services, including long distance, toll, and other telecommunications charges, regardless of authorization. Clubtel shall have no obligation to monitor, verify, or investigate the authenticity of any usage and shall not be liable for any fraudulent traffic processed or billed to Customer. Clubtel may take immediate action, without prior notice, where reasonably necessary to prevent or mitigate suspected fraudulent or abusive activity. Customer shall defend, indemnify, and hold harmless Clubtel from any claims, losses, or expenses arising out of fraudulent or unauthorized use of the Services. For further details, see Clubtel’s Fraud Policy at https://clubtel.net/terms.

Red Flag Rules/Identity Theft Compliance Policy: Clubtel maintains policies and procedures relating to fraud prevention, identity verification, and the detection of suspected identity theft in connection with the Services. Customer is solely responsible for ensuring that all account and identity information provided to Clubtel is accurate, complete, and kept current, and for implementing appropriate measures to prevent unauthorized access to or use of the Services. Clubtel’s applicable policies are available at https://clubtel.net/terms and may be updated from time to time.

Recording of Calls: Customer acknowledges that telephone calls between Customer and Clubtel personnel may be recorded or monitored by Clubtel from time to time for quality assurance, training, and other commercially reasonable purposes and may also be used or disclosed where reasonably necessary for dispute resolution, compliance, or legal purposes. Customer consents to such recording.

Customer further acknowledges that call recording functionality may be made available as part of the Services and may be enabled automatically, at or after the Service Commencement Date. Call recording may be configured or enabled by Clubtel or by Customer and may be modified, enabled, or disabled from time to time. Customer is responsible for ensuring that its use of call recording complies with all applicable laws and regulations, including any consent and notification requirements, which may vary by jurisdiction and may change over time. Clubtel does not provide legal advice regarding such requirements.

Service Delivery and Commencement: Clubtel will provide the Services to the agreed service handoff point or configured service endpoint as part of provisioning, and the Services shall be deemed delivered, active, and operational once they have been provisioned, configured, and made available for use by Clubtel in accordance with the Service Order (the “Service Commencement Date”). Billing shall commence on the Service Commencement Date and shall not be delayed or contingent upon any further internal deployment, configuration, extension, integration, or acceptance activities performed by Customer within its own environment. Any extension, internal distribution, or further configuration of the Services beyond the initial delivery and activation point is the sole responsibility of Customer, and where Clubtel, at its discretion, provides assistance or additional configuration beyond the standard service delivery scope, such work shall be supplemental and may be subject to additional terms, including limitations on SLA coverage.

CPNI: Clubtel acknowledges its obligations under applicable federal and state laws to protect the confidentiality of Customer Proprietary Network Information (“CPNI”), and Customer acknowledges that it has rights regarding the use of such information. CPNI includes information relating to the telecommunications Services provided to Customer, including service types, usage, account activity, telephone numbers, and charges incurred. Clubtel may use CPNI as necessary to provide, maintain, and support the Services.

Customer acknowledges that Clubtel may share CPNI with its affiliates, agents, and service partners solely for purposes of providing or supporting the Services. Where permitted by applicable law, Clubtel may also use CPNI to market its own products and services, including voice, managed services, hardware (sale or lease), and other communications solutions. Customer may opt out of the use of CPNI for marketing purposes at any time by providing written notice to Clubtel, and such opt-out will not affect the provision of Services. Clubtel’s CPNI practices are further described in its CPNI policy available at https://clubtel.net/terms, as may be updated from time to time.

VoIP FRAUD POLICY

Customer is responsible for all use of the Services, including any fraudulent, unauthorized, unintended, or compromised calls, traffic, or data transmissions, whether or not such use was authorized or known by Customer. All usage generated through Customer systems, networks, credentials, equipment, IP addresses, or configurations shall be deemed valid and billable to Customer.

Customer is solely responsible for the security, configuration, and maintenance of its systems and networks used in connection with the Services, including PBX systems, SIP credentials, IP addresses, routers, firewalls, endpoints, and user accounts, and for preventing unauthorized access, hacking, toll fraud, credential compromise, or misuse. Customer remains responsible for any third-party systems or integrations.

Customer shall remain liable for all charges incurred through use of the Services, including local, long distance, toll, and international charges, regardless of authorization or intent, and payment shall not be excused due to fraudulent or unauthorized use.

Clubtel may take immediate action without notice, including suspension or blocking of traffic, where reasonably necessary to protect the Services or network. Clubtel is not required to monitor, verify, or investigate traffic and shall have no liability for fraudulent or unauthorized use.

Customer shall indemnify and hold harmless Clubtel from any claims, losses, or expenses arising from fraudulent or unauthorized use of the Services. Clubtel does not provide cybersecurity or fraud prevention services unless expressly agreed in writing.

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