Terms and Conditions

_{TERMS AND CONDITIONS}
_{1.0 SERVICE DESCRIPTION}
_{1.1 Bridge Communications Hosted PBX (“Service” or “Hosted PBX”) is a service offering consisting of a bundle of hardware, software and network services provided by Bridge Communications which includes: (i) the provision of Hosted PBX manufacturer hardware and telephone handset(s) at Customer-specified service location(s) (“Premises”); (pursuant to compliance with Section 5.3 below, Customer may provide and utilize some of its own equipment); (ii) the furnishing of voice and data access, local, long distance, and international services; and (iii) the Service and Support (as defined in Section 5.2 below) of hardware and software provided by Bridge Communications and located on Customer’s Premises (“Equipment”). Service is provided, in part, via a cloud PBX that interoperates with pre-approved IP telephone stations and allows access to Bridge Communications’ IP VPN network.}

_{1.2 The cloud PBX is furnished as part of the Service providing basic voice service calling features with each SIP trunk ordered. Bridge Communications will evaluate, design, provision, maintain and manage Service based on a configuration proposed to, and accepted by, Customer during the Hosted PBX Service Delivery.}

_{1.3 Customer acknowledges and agrees that Bridge Communications’ provisioning of Hosted PBX Service is predicated on the accuracy and timeliness of Customer’s answers to Bridge Communications Service questionnaires. Bridge Communications will not be liable for any installation delays or any reduction in or failure of the Hosted PBX Service as a result of any inaccuracy in Customer’s answers to Service questionnaires, or any material changes to Customer’s environment that would render such information inaccurate.}

_{2.0 SERVICE REQUIREMENTS AND RESTRICTIONS}
_{1. Customer shall provide document and information, listed in section 3.0, and all other requested information and documents regarding the porting of their numbers or their call flow structure.}
_{2.Customer shall provide VoIP-ready local area network (“LAN”) meeting the Bridge Communications VoIP readiness requirements to provision, service, and support Hosted PBX Services. The Bridge Communications VoIP readiness requirements are:}
_{a. A Local Area Network (LAN) running the Internet Protocol (IP) technology with Ethernet line interfaces.}
_{b. Client-side LAN support for Dynamic Host Configuration Protocol (DHCP), Domain Name System (DNS), Hypertext transfer Protocol (HTTP and HTTPS) and 802.1q Virtual LAN (VLAN) tagging.}
_{c. LAN switches with Ethernet line interfaces with sufficient available ports to connect all Session Initiation Protocol (SIP) endpoints (phone sets) provided as part of the Hosted PBX service.}
_{d. Availability of a consistent QoS policy across the LAN through which the Hosted PBX voice traffic will receive highest level of prioritization.}
_{e. Availability of IP routing services that permit network endpoints to have concurrent access to the Bridge Communications network service and the public Internet.}
_{f. DHCP server capable of providing an IP address to SIP devices.}
_{g. DNS server or DNS relay functionality that allows resolution of URL’s used by SIP devices to communicate with external service platforms.}
_{h. Customer firewall configured to allow the following services:}
_{i. HTTP and HTTPS traffic to allow SIP devices to communicate with external configuration servers.}
_{ii. SIP and Realtime Transport Protocol (RTP) traffic to allow SIP devices to place and receive calls.}

_{3. A single point of contact to work with Bridge Communications and the technical installation team on all project activities and approve all job change orders. If Customer’s project includes more than one installation location, a local contact must be provided for each location.}

_{4. Customer will co-develop the project plan with the Bridge Communications Program Manager to include mutually agreed upon project schedule, installation / milestone dates.}

_{5. It is Customer’s responsibility to provide properly terminated and labeled Category 5 or better station level cabling for each Bridge Communications provided SIP endpoint. Customer will ensure that cabling has been terminated on patch panels and that terminations are labeled to designate each patch panel port with the correct corresponding work station communications outlet.}

_{6. Customer must provide a port on its LAN / WAN through which the Bridge Communications provided QoS equipment will have Internet access and remote access capabilities. Customer must not touch or move the QoS equipment in any manner without the permission or direction of Bridge Communications.}

_{7. Customer LAN must be sized to allow maximum amount of required data bandwidth plus the total number of simultaneous voice calls required by the Hosted PBX users.}

_{8. Customer will ensure that its LAN / WAN is configured according to VoIP specifications prior to scheduled Hosted PBX service activation.}

_{9. During scheduled Hosted PBX service activation activity, Customer will provide an IT administrator with requisite access to all LAN / WAN hardware to make any configuration changes in coordination with Bridge Communications.}

_{10. Customer is responsible for the performance and (re)configuration of the user desktop computers and / or corporate applications following the installation of Bridge Communications provided IP telephone sets.}

_{11. Customer will provide a detailed floor plan, labeled to identify the name, extension number and location for every telephone and analog device to be installed by deadline established in the Hosted PBX project plan.}

_{12. Customer will gather, define, and provide all required Hosted PBX programming information to Bridge Communications by the designated due date defined by the Program Manager. Information may include, and is not limited to:}
_{a. Telephone number assignments;}
_{b. End user information;}
_{c. User telephone set type;}
_{d. Voice mail permissions;}
_{e. Hunt groups and hunt assignments;}
_{f. User line appearance(s) on telephone sets other than the prime user’s telephone;}
_{g. Auto attendant and dialed selection trees;}
_{h. Recording or Auto attendant greetings and tree selection announcements; and}
_{i. Enhanced feature parameters and configuration.}
_{3.0 LOCAL NUMBER PORTABILITY (LNP).}
_{If Customer desires to port a number either to or from Provider’s Network, Customer shall execute and/or deliver to Provider all documents and information requested by Provider, including, but not limited to, all required Letters of Authorization (“LOA”), Customer Service Record (CSR), and copies of invoices. Customer also agrees to add Bridge Communications employees to the authorized administrators list on Customer’s account with their current service provider, if requested. Customer acknowledges and agrees that Provider shall have the right to refuse to port any number to its network for any reason. Customer agrees that Provider, in its sole discretion, may port a number to any Third Party Vendor selected by Provider in order to provide the Service(s), and that Provider may be required to be named as the Customer of Record for such number. Provider will make reasonable commercial efforts to execute all port requests; however, Provider has no control over any porting process (either to or from Provider’s Network). As such, Provider makes no guaranties or warranties that a number will be ported on a particular day, or that a submitted port request will actually result in the number being ported. Provider will inform Customer of port dates when such dates are known to Provider. Provider reserves the right to change the port date in its sole discretion. Customer agrees to comply with all applicable rules, regulations and orders, including but not limited to all FCC and public utility commission rules regarding number porting. Provider makes no warranty that the Service(s) associated with a number will be uninterrupted or error free during any porting process. Customer acknowledges that, if any account associated with the number being ported is canceled or suspended prior to the port date, such number may not be eligible for porting. It is Customer’s sole responsibility and obligation to timely cancel its account(s) with the provider from which the number is being ported, and Customer shall be solely responsible for any contractual obligations it has with such provider and any applicable fees and charges, including early termination fees. Number porting is done at the Customer’s sole risk. Under no circumstances shall Provider be liable for any damages, including, without limitation, loss of profits, associated with porting or not porting a number. Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising out of any number port requested by Customer, including those arising from any slamming complaints. Customer agrees to comply with all LNP policies established from time to time by Provider. Provider may modify its LNP policies at any time with or without notice to Customer and customer agrees to comply with all such modifications.}

_{3.1 Port-Out of Telephone Numbers:}
_{Upon receipt of a request from a third party carrier to port-out an End User telephone number, Bridge Communications may do so without Customer consent if, in its sole discretion, it concludes porting out such telephone number is consistent with applicable laws, regulations and industry guidelines and standards. In addition, Customer may be subject to a charge for each End User telephone number ported out.}

_{4.0 E911}
_{Locations of Users. Customer is responsible for the accurate reporting of the physical location where the Services are to be used and for instructing each employee, agent and contractor that they must provide Bridge Communications with the specific location in which they are located within the Customer’s premises in the event of an emergency. Customer is required to maintain valid E911 addresses for each of Customer’s physical locations where the Services are deployed. Should an emergency arise, emergency services may be delayed or may be unable to respond to Customer’s needs if Customer’s account does not have a valid E911 address on file. Failure to provide and maintain valid and current information as to the physical location of the telephone(s) could result in a charge to the Customer’s account. In the event that any equipment used in connection with the Services is moved to another location, Customer is responsible for notifying Bridge Communications and updating Customer’s account records to reflect the new address where the Services are to be provided, and for instructing each employee, agent and contractor that they must update Bridge Communications promptly when such employee, agent or contractor changes the physical location to which the Services are being provided. Even though Customer will be able to use the Services in the event Customer changes the physical location where the Services are to be provided, failure to update emergency dispatch information promptly could result in the failure to dispatch.}

_{If you move your e911 service to another provider, you must notify us via email of the numbers that you are moving to another e911 provider. Otherwise, you will still be accruing e911 charges.}

_{5.0 EQUIPMENT}
_{5.1 Bridge Communications provided Equipment. Equipment provided by Bridge Communications and delivered to Customer is only to be used in conjunction with the Hosted PBX Service and Customer is not authorized to use the Equipment for any other purpose. Customer is obligated to comply with all documentation and manufacturer’s instructions that accompany such Equipment as strict adherence to technical documentation is required for warranty passthrough.}

_{Any violation of the preceding sentence will be considered a Default pursuant to the terms of the Agreement. Customer will take all reasonable measures to protect and care for the Equipment as it would its own equipment. Customer shall be responsible for all loss, damage or destruction of the Equipment from the date of delivery to Customer’s premise until the date the Equipment is removed from Customer’s premises by Bridge Communications or its contractors or agents. Upon termination or expiration of the Agreement, the Equipment must be in the same condition as when originally delivered, normal wear and tear accepted. If Equipment cannot be recovered by Bridge Communications, or if Equipment is damaged beyond the ordinary wear and tear resulting from its use, Customer will be liable to Bridge Communications for either the replacement value of the Equipment or}_{its repair costs, both of which shall be determined by Bridge Communications. Under no circumstance may Customer or its employees, agents, contractors or subcontractors move the Equipment furnished as part of the Service outside of the facility in which it was installed without prior Bridge Communications approval.}

_{5.2 Bridge Communications shall furnish Service and Support of Bridge Communications provided Equipment only during the Hosted PBX Service Term, provided that the Equipment is used by Customer in compliance with these terms and conditions. For the purposes of this Exhibit, “Service and Support” is defined as fault isolation and diagnosis, hardware replacement for defective hardware, and software updates for defective software.}

_{5.3 Customer-provided equipment. Customers providing their own equipment shall present an itemized list of equipment to be activated in conjunction with the Hosted PBX Service. All Customer equipment shall meet all manufacturer’s interoperability specifications and vintage or firmware requirements for solution. Customer is responsible for all costs associated with any necessary upgrade of its equipment required to meet manufacturer interoperability specifications.}

_{5.4 Bridge Communications will not provide service to or support any Customer provided equipment or hardware. If, after diagnosing a problem with the Service, Bridge Communications determines that the Customer provided equipment or hardware is the cause of the problem, Customer will be responsible for servicing such equipment or hardware.}

_{5.5 For Customer provided equipment, Customer acknowledges and accepts the following:}
_{a. There is no guarantee that Customer provided equipment or any of Customer’s previously purchased and installed IP phone set manufacturer-specific software or feature module will work with Bridge Communications Hosted PBX Service.}
_{b. All Customer provided equipment must be in sound working order. Any defective cord, cable, or other components that impact the proper configuration, testing and operation of the equipment will be notated by the Bridge Communications technician, and must be replaced at the Customer’s expense. After completion of the re-flash of Customer provided equipment, Customer will no longer have administrative access to said equipment.}

_{5.6 For Bridge Communications to re-flash and re-configure Customer provided equipment and to download Hosted PBX service settings to Customer provided equipment, Customer is responsible for the following:}
_{a. Customer must provide Bridge Communications with phone administrator password(s) or alternatively the “unlock” password(s) that Customer must obtain from current service provider.}
_{b. All Customer provided phone sets must be reset to factory default mode in order to re-flash and reconfigure Customer provided phones.}
_{c. If available, Customer may provide Bridge Communications with additional Customer provided equipment to be connected to the Customer’s existing public Internet access. This will assist Bridge Communications technicians in the site survey at validating the amount of time to be allocated for the re-flash and re-configuration of the Customer provided equipment. Customer provided phones must have a firmware version that meets Bridge Communications’ minimum requirements. If the firmware release is not at that level, Customer bears the responsibility of upgrading the phones’ firmware prior to their Hosted PBX site survey.}

_{5.7 Equipment Purchased Through Bridge Communications. Customer may purchase equipment through Bridge Communications for use in connection with Service. Such equipment in all instances will remain the responsibility of Customer and under no circumstance will Bridge Communications’ responsibility with respect to the provisioning of Service extend to such Customer’s equipment.}

_{5.8 QoS Monitoring. For purposes of monitoring the Service quality and diagnosing root cause of Service impacting issues, Bridge Communications will install a QoS device during CPE installation at the Customer Premise. This CPE securely routes traffic data to the Bridge Communications Service cloud for Customer and/or site-specific analysis.}

_{6.0 HOSTED PBX SYSTEM ADMINISTRATION}
_{6.1 Hosted PBX System Administration. Bridge Communications will retain all administrator privileges for hardware and software delivered under the Hosted PBX Service.}

_{6.2 Customer System Administration. Bridge Communications will grant Customer with limited administrator privileges for the purpose of self-administering the Bridge Communications provided Hosted PBX Equipment. Customer shall defend, indemnify, and hold Bridge Communications, its principals, officers, directors, agents, and employees harmless from and against any loss, cost, damage, liability, claims and expenses of any kind arising directly or indirectly from the installation, operation, maintenance and repair of Bridge Communications provided Customer Equipment, or from Customer’s or any of Customer’s subcontractors’ or agents’ acts or omissions including, but not limited to, reasonable attorneys’ fees and court costs, except to the extent such loss, damage, cost or expense is due to the gross negligence or willful misconduct of Bridge Communications, its employees or agents.}

_{Web Portal and Passwords – The Service includes Customer secure access to web portals for viewing, configuring and managing available options and features within the allowable permissions for Customer administrators and end users. Call Detail Records are viewable in the portal by both administrators and end users. Customer agrees that all administrators and end users will utilize Bridge Communications provided training materials and use reasonable commercial efforts to perform all available portal functions themselves. Bridge Communications may optionally assist a Customer by performing a portal function remotely on behalf of a Customer should the Customer experience difficulty or be in an emergency situation. In the event Customer requires Bridge Communications to fully manage the functions available to the Customer via the portal, Bridge Communications reserves the right to charge applicable Professional Service fees. Customer administrators and users are responsible for the security of all user ID and password information. This agreement applies to all IDs and passwords associated with the Services account. By enrolling for and using the Services, Customer accepts sole responsibility for the security and confidentiality of all passwords, including immediately updating temporary passwords sent to users via email for their initial}_{portal login. Accidental or unauthorized disclosure of passwords or user ID or inappropriate use may have serious consequences and Bridge Communications shall have no liability for failure to securely maintain this information. Additionally, Customer remains responsible for the use of each of its accounts, whether used under any name or by any person, and for ensuring full compliance with this agreement by all users of the account. In the event of a breach of security through Customer’s account, immediately contact Bridge Communications customer service.}

_{7.0 CUSTOMER MOVES, ADDS, CHANGES AND UPGRADE POLICY}
_{Only authorized Customer contacts can request changes to the Hosted PBX Service that cannot be performed via the Hosted PBX customer portal. Bridge Communications will provide Customer with an order number and a requested service date. Note that certain remote changes may require a reboot of the phones(s) to take effect. All Moves, Adds, and Changes performed by Bridge Communications will be charged at then current service rates.}

_{Upgrades. Upgrades will be co-terminus with the current service agreement unless otherwise defined within amended contract.}
_{a. Customer will be charged and agrees to pay a non-recurring charge as designated by Bridge Communications in connection with related configuration, installation and training.}
_{b. Bridge Communications will adjust and Customer agrees to pay applicable additional monthly recurring charges for equipment and service and support services charges associated with Customer approved equipment and service and support service additions.}

_{Upgrades requested in last 6 months of the term of the Agreement are subject to Bridge Communications review and approval and may require a new term agreement. If upgrade requires new hardware, software and on-site installation and less than half of the term of the Agreement remains in place, then a new agreement may be required at Bridge Communications’ discretion.}

_{8.0 CALL RECORDING}
_{Call Recording is available as an optional feature. Bridge Communications recommends Customers interested in recording calls consider seeking the advice of a qualified attorney}_{before engaging in any recording activity. There are both federal and state statutes governing the use of recording technology, including single- and multi-party consent requirements, industry standards, business exceptions, and evidentiary issues. See e.g., http://transition.fcc.gov/cgb/consumerfacts/recordcalls.pdf. (This information is provided for informational purposely ONLY and is not intended to offer legal advice regarding Customer’s compliance obligations regarding any particular use of call recording technology.) By using the Call Recording feature, Customer represents and warrants that it is familiar with, understands and will abide by applicable laws, standards, rules and expectations concerning electronic recording of telephone conversations and the legality of Customer’s recording activity. The unauthorized or unlawful use of such technology can result in civil and criminal penalties, among other consequences, to Customer’s business. Bridge Communications is not legally responsible for Customer’s call activity, for any lack of Customer’s knowledge, understanding or interpretation of any applicable rules, whether or not Customer’s call recording activities are legal or illegal and regardless of the nature of the calls being recorded (e.g. if information that is sensitive or subject to any protection is being recorded). Customer will defend and indemnify Bridge Communications, its Affiliates and their respective employees, directors, officers and agents, from and against any and all losses, expenses, costs, liabilities, including reasonable attorneys’ fees, arising out of any suit, proceeding or other claim brought by a third party which is caused by, arises from or relates to Customer’s use of the Call Recording feature.}

_{9.0 BILLING}
_{Modifications to Service. Provider and any Third Party Vendor may modify, expand, decrease, improve, maintain and/or repair the Service(s) or Network at any time and without liability to the Customer or any third party although such process may require a suspension of Service(s) or increased rates.}

_{Customer shall pay charges in addition to those charges normally associated with the Consumption of the Service(s) in those circumstances in which costs and expenses are generated by Customer and incurred by Provider.}