Terms & Conditions

These Terms of Service constitute the agreement (“Agreement”) between BridgeConnex, LLC (“BridgeConnex” or “Company”) and the user (“Customer” or “Subscriber”) of BridgeConnex’s business services and any related products or services (“Service”).  BridgeConnex and Customer may be individually referred to as a “Party” or collectively as the “Parties.”

This Agreement governs both the Service and any devices, such as IP phones, Multimedia Terminal Adapters, Analog Telephone Adapters, switches, routers or any other IP connection devices (“Device” or “Equipment”), used in conjunction with the Service. If Customer elects to purchase Equipment from a dealer, retail store or other provider, other than BridgeConnex, Customer will be considered a “Retail Customer” for purposes of this Agreement.

BY ACTIVATING OR USING THE SERVICE, CUSTOMER REPRESENTS THAT THEY ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT THEY HAVE READ, UNDERSTAND AND FULLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. ORDER PROCESS

   1. Sales Order. Customer may order Service by executing a Service Agreement, which will set forth as applicable: (i) the monthly recurring price of each Service, (ii) any BridgeConnex equipment leased, rented or sold to the Customer, (iii) and one-time installation charges.  The Service Agreement incorporates by reference these Terms and, when executed by Customer, becomes a binding contract between BridgeConnex and Customer.

2. SERVICE

   1. Service Term. Each Service Agreement will set forth the Initial Service Term.  The Initial Service Term will begin on the date BridgeConnex activates Service for use (Start Date) and ends of the day before the anniversary date of the Term.  The Initial Service Term will automatically renew Annually in Consecutive one year agreements (Renewal Term) unless Customer provides written notice of non-renewal at least ten (30) calendar days prior to the end of the current term in which notice is given.  Customer acknowledges that Service is being purchased in full annual terms and any notice to terminate Service prior to the end of a any term will result in billing for the full month’s charges to the end of the then-current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable.  Customer will also be responsible for the next full month’s charges in the event notice of termination is not provided at least ten (30) calendar days prior to the end of the current term.  Expiration of the Term or termination of Service will not excuse Customer from paying all accrued and unpaid charges due under this Agreement.
   2. Use of Service. Customer shall not resell or transfer the Service or any BridgeConnex – provided Device to another party without the prior written consent from BridgeConnex.
      1. Service Requirements. The Service is dependent upon Customer’s maintenance of sufficient Internet access, networks and power. Customer acknowledges that insufficient bandwidth and an unstable Internet connection can negatively impact the quality of the Service provided by BridgeConnex.  While BridgeConnex will work with the Customer to identify issues with the Service caused by their internet connection, Customer is solely responsible for working with their Internet Service Provider to provide a connection capable of supporting the BridgeConnex Service.
      2. International Use. Although Customer’s can use the Service to place calls to foreign countries from within the United States, BridgeConnex Devices are not currently supported for use in countries other than the United States and Canada.
      3. Emergency Services. BridgeConnex provides access to emergency calling services, allowing most BridgeConnex users to access either basic 911 or Enhanced 911 (E911) service. BridgeConnex users calling from IP Desk Phones or Softphones can dial 911 directly from their Device. Customer acknowledges that Virtual extensions, and Mobile users may not be able to complete 911 calls. Emergency calling services with hosted phone service work differently than traditional wireline or wireless telephones and access may differ depending on the user location and/or Device.  These differences are clearly detailed in the BridgeConnex policy governing the provision of emergency services, and can be accessed at:   https://bridgeconnex.com/solutions/hosted-pbx/terms-conditions/e911-emergency-services/
      4. Numbering Policies. BridgeConnex makes new phone numbers available to Customer for use with its voice and facsimile Services. In addition, Customer may port existing numbers to BridgeConnex for use with the Service.  All number port-in requests will require Customer to complete a Letter of Authorization and provide a copy of the current phone bill containing all telephone numbers to be ported.  In the event the Customers phone bill does not include a comprehensive list of numbers associated with their account the Customer will be required to provide a Customer Service Record (CSR) from their current carrier. Timely completion of port-in requests is contingent upon Customer providing an accurate list of phone numbers on their current account as well as accurate information regarding the company name, address and current carrier.  The Customer, not BridgeConnex, is responsible for terminating any services with their previous carrier upon completion of port-in to BridgeConnex.  BridgeConnex will provide confirmation to the Customer that the requested numbers have been ported in successfully Port Out.  BridgeConnex is required by law to comply with any valid port-out requests.  In the event of an account cancellation or termination, all phone numbers associated with the account may be released.  Customer is solely responsible for working with a new third-party provider to port out any number prior to cancellation of Customer’s account or Services.
      5. Directory Listing. Phone numbers obtained from BridgeConnex will not be listed in any telephone directories unless specifically requested by Customer. A one-time fee will be charged to establish a new directory listing.
      6. Operator Assisted Calling. BridgeConnex Service does not support 0+ or operator assisted calling including, without limitation, collect calls, third-party billing calls or calling card calls. The Service may not support 311, 511 and/or other x11 services (other than certain specified dialing such as 911 and 411) in one or more service areas.
   3. Prohibited Uses. Any and all use of BridgeConnex Services is subject to and conditioned upon compliance with the Acceptable Use Policy outlined below.  BridgeConnex Services may not be used in:
      1. Illegal Activity. Customer shall use the Service and the Device only for lawful purposes.  Customer shall not violate any applicable law, including U.S. federal, state, or local laws or regulations, or any applicable law or regulation of any foreign jurisdiction.
      2. Inappropriate Conduct. Customer shall not use the Service, or the Device in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior.
      3. Excessive or Unreasonable Business Use. Customer is prohibited from using the Service for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting.
      4. BridgeConnex, in its sole and absolute discretion, reserves the right to immediately terminate or modify Service if it determines the Customer has at any time used the Service for any of the aforementioned activities.  In the event of such termination, Customer will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of Service.  If it is believed that Customer has used the service or the Device for an unlawful purpose, BridgeConnex may forward the relevant communication and other information, including the Customer’s identity, to the appropriate authorities for investigation and prosecution.  In addition, BridgeConnex will provide all information requested in response to law enforcement requests, subpoenas, or court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer or others.
   4.  Theft of Service. Customer must notify BridgeConnex immediately, in writing or by calling the customer support line, if a Device is stolen or if Customer becomes aware at any time that Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner.  Customer notification must include account name, account number and a detailed description of the circumstances of the theft, fraudulent use or unauthorized use of Service.  Failure to provide timely notification may result in the termination of Service and additional charges.  Until such time as BridgeConnex receives notification of the theft, fraudulent use or unauthorized use of Service, Customer will be liable for all use of the Service.  Customer shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.
   5. Incompatibility with Other Services.
      1. Security Systems. The Service may not be compatible with security systems. Customer may be required to maintain a telephone connection through the local exchange carrier in order to use any alarm monitoring functions associated with their security system.  Customer is responsible for contacting their alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.
      2. Certain Broadband and Cable Modems. The Service may not be compatible with some broadband services. Customer acknowledges that some providers of broadband service may provide modems that prevent the transmission of communications using the Service.  BridgeConnex does not warrant that the Service will be compatible with all broadband services and expressly disclaims any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

3. EQUIPMENT

   1. Device Management. Customer may purchase, lease or rent equipment from BridgeConnex for use with the Services.  Customer must notify BridgeConnex immediately if any shipped equipment is received visibly damaged.  Customer must note the damage on the carrier’s freight bill or receipt and send a copy to BridgeConnex.  In such an event, Customer must keep the original carton, all packing materials and parts intact and in the same condition in which they were received from the carrier.  Notification of damages should be sent to support@bridgeconnex.com.
      1. Purchased Equipment. Customer may elect to purchase equipment from BridgeConnex at a price specified on the Service Agreement. Prices quoted on the Service Agreement will exclude applicable taxes, shipping and handling fees.  BridgeConnex may, at its sole discretion, require Customer to pay 100% of purchased equipment costs prior to shipping equipment.  All equipment-related charges that are deferred to the first invoice must be paid within twenty (20)-days of invoice receipt.
      2. Leased Equipment. BridgeConnex offers equipment leasing options that are coterminous with the Service Agreement Term. BridgeConnex will charge a monthly fee for each leased Device, as specified on the Service Agreement.  The monthly lease fee will be billed each month during the Initial Service Term.  At the end of the Initial Service Term, conditional upon the Customer being current in their payments, the Customer will own the leased equipment and the monthly lease fee will be removed from the invoice.  At any time during the lease term, Customer has the option of buying out the lease and assuming equipment ownership at a price to be determined by BridgeConnex.
      3. Rented Equipment. BridgeConnex offers equipment rental options that are coterminous with the Service Agreement Term. BridgeConnex will charge a monthly fee for each rented device, as specified on the Service Agreement.  The monthly rental fee will be billed each month during the Initial Service Term and as long as Customer subscribes to BridgeConnex Service.  At the time Service is terminated or cancelled, Customer is responsible for returning all rented equipment, including accessories and manuals, to BridgeConnex, in good working order, within ten (10) business days of Service termination date.  The Customer will be billed at 100% replacement cost for any equipment not returned within the specified time period and a $50 refurbishment fee for any Device returned in a damaged or non-working condition.  At any time during the rental term, Customer has the option of buying out the rental agreement and assuming Device ownership, at a price to be determined by BridgeConnex.
      4. Customer-Provided Equipment. Customers providing their own equipment for use with the Services are responsible for supplying, operating, maintaining and supporting the Customer Premise Equipment. In addition, any Customer-supplied equipment must be pre-approved by BridgeConnex in writing to confirm compatibility with the Services.
   2. Tampering with a Device. Customer shall not change the electronic serial number or equipment identifier on any Device used with the Service or perform a factory reset of a Device without prior written consent from BridgeConnex.  BridgeConnex reserves the right to terminate Service if, in our sole and absolute discretion, the Customer has tampered with the Device.  In the event of such termination, Customer will remain responsible for the full month’s charges to the end of the current Term, including, without limitation, unbilled charges, plus a termination fee, if applicable, call of which become immediately due and payable.
   3. Ownership and Risk of Loss. Customer is responsible for BridgeConnex-provided Devices during the Term of the Agreement and as such bears all risk of loss, theft, casualty or damage to the Device, front the time it is shipped to Customer until the time when it is returned to BridgeConnex, in accordance with this Agreement.

4. SOFTWARE

   1. Copyright / Trademark / Unauthorized Usage of Device, Firmware of Software. The Service, BridgeConnex Equipment and Software and all information, documents and materials on the BridgeConnex website(s) are protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All websites, website content, corporate names, service marks, trademarks, trade names, logos and domain names of BridgeConnex are and shall remain the exclusive property of BridgeConnex and/or its Affiliates and nothing in this Agreement shall grant Customer the right or license to use any of the foregoing. Customer agrees that the BridgeConnex Equipment is exclusively for use in connection with the Service and that BridgeConnex will not provide any passwords, codes or other information or assistance that would enable Customer to use the BridgeConnex Equipment for any other purpose. If Customer decides to use the Service through an interface device not provided by BridgeConnex (which BridgeConnex reserves the right to prohibit in particular cases or generally), Customer warrants and represents that it possesses all required rights, including software and/or firmware licenses, to use that interface device with the Service and Customer will indemnify, defend and hold harmless BridgeConnex from and against any and all liability arising out of Customer’s use of such interface device with the Service. Customer may not undertake, cause, permit or authorize the modification, creation of derivative works, or translate, reverse compile, disassemble, hack or reverse engineer, or otherwise attempt to derive the source code from the binary code of the firmware or software.

5. INVOICING AND PAYMENT

   1.  Billing.  Billing for all recurring charges will commence on the Service Start Date at the rates specified in the executed Service Agreement and will continue for the Term.  BridgeConnex bills all recurring charges and associated taxes and surcharges monthly, in advance, except for usage-based charges which are billed monthly in arrears.   Billing includes, but is not limited to, activation fees, monthly Service fees, international usage charges, advanced feature charges, equipment charges, termination fees and shipping and handling charges.  BridgeConnex will provide notice of any proposed increase in such charges no later than fifteen (15) days before the end of the Initial Service Term or the then-current Renewal Term, and any such increases will be effective the first day of the next Renewal Term.  Administrative fees and governmental surcharges that BridgeConnex is entitled to pass on to its customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days’ written notice.
   2. Toll-Free Charges. BridgeConnex makes Toll-Free numbers available to Customers for use with the Service.  Customer can also port existing Toll-Free numbers to BridgeConnex.  Inbound calls to a Customer’s toll-free number are not included in pre-paid minute packages and will be billed at the per minute rate specified in the Service Agreement.
   3. Charges for Directory Calls (411). BridgeConnex will charge Customer $1.99 per call for each call made to BridgeConnex directory assistance.
   4. Charges for Conference Bridge Calls. BridgeConnex offers optional Audio Conferencing/Web Collaboration service.  Customers who subscribe to this service will be billed a per minute rate for each caller who dials into the conference bridge.  The rate per minute will be the lower of (i) $.039 per minute, or (ii) the per minute Conference Bridge usage rate specified in the Service Agreement.
   5. Payment.   Invoices are delivered monthly to the Customer email address on file with BridgeConnex, and payment is due upon receipt and in no event later than thirty (30) days after the invoice date.  Past due amounts bear interest at the lower of 1.5% per month or the maximum rate allowed by law.  All fees and charges (together, “Service Fees”) and any other amounts due to BridgeConnex may, at Customer’s direction,  be paid by Customer Check, Customer’s Visa, MasterCard, American Express or other valid credit or debit card, and/or electronically debited to Customer’s bank account, in which case Customer hereby authorizes BridgeConnex to charge Customer’s credit/debit card and/or to electronically debit Customer’s bank account for all such fees, charges (including termination-related charges), taxes and payment transaction processing costs.
   6. Billing Disputes.  If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed) to the address below on or before the due date. In the event Customer intends to dispute amounts already paid in full, Customer must submit notice of such dispute in writing within thirty (30) days from the date of the invoice (such date at the end of such period being the “Dispute Due Date”). After receipt of notice of the dispute, BridgeConnex shall undertake an investigation of the dispute, so long as Customer has not waived its rights pursuant to this paragraph to make the dispute. At the conclusion of the investigation, BridgeConnex will notify Customer of any amount determined by BridgeConnex to be correctly charged and such amount will become immediately due and payable together with interest from the date originally due. If the dispute notice is not sent by the Dispute Due Date, Customer waives all rights to dispute the applicable charges, unless otherwise provided by law. All billing disputes must be sent to BridgeConnex at ap@bridgeconnex.com.
   7. Collection.   BridgeConnex may suspend or terminate the Service and this Agreement for non-payment if any fees or charges are not paid within thirty (30) days of the due date.  Intent to suspend or terminate Service will be communicated to Customer in writing at least ten (10) days prior to intended Service suspension or termination date.  If Customer’s Service is suspended or terminated, Customer will remain fully liable to BridgeConnex for all charges pursuant to this Agreement and any and all costs incurred by BridgeConnex to collect such amounts, including, without limitation, collection costs and attorney’s fees.   BridgeConnex may require customers who regularly carry an outstanding balance to set up automatic credit card billing.  Alternatively, BridgeConnex reserves the right to bill customers regularly in arrears at more frequent intervals.
   8. Taxes. All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. Taxes, access fees, universal service or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. Customer may present BridgeConnex with an exemption certificate eliminating Customer’s and BridgeConnex’s liability to pay certain Taxes and Fees.  Tax exemption will only apply from and after the date such certificate is received by BridgeConnex.

6. SERVICE TERMINATION

   1. Customer Termination at End of Initial Service Term or Renewal Term. Customer may cancel Service at end of Initial Service Term or end of any Renewal Term by providing BridgeConnex with written notification of intent to cancel as outlined in Section 2.1.  Upon termination, Customer will be responsible for all accrued and unpaid charges due under this Agreement.  In addition, Customer is responsible for returning all BridgeConnex-owned equipment within ten (10) business days of Termination date.  Equipment should be returned to:  BridgeConnex, LLC, 141 Chestnut Street, North Attleboro, MA 02760.
   2. Early Termination. If this Agreement or any Services are terminated for any reason other than as a result of a material breach by BridgeConnex, the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of BridgeConnex, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then-current Term plus related Taxes and fees.
   3. Termination for Cause. Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.  If Customer terminates the Services, a portion of the Services, or this Agreement in its entirety due to BridgeConnex’s material breach, Customer will not be liable for any fees or charges for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued usage before the Services are disconnected), and BridgeConnex will provide Customer a pro-rata refund of any prepaid and unused fees or charges paid by Customer for terminated Services. If this Agreement or any Services are terminated for any reason other than as a result of a material breach by BridgeConnex, the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of BridgeConnex, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then-current Term plus related Taxes and fees.

7. SATISFACTION GUARANTEE: TERMS, LIMITATIONS, CONDITIONS

   1. 90-Day Full Satisfaction Guarantee. BridgeConnex offers Subscribers a 90-Day Full Satisfaction Guarantee from the date of Service Start Date.  The guarantee applies only to the first-ordered Service package for an Account, not to additional or secondary orders.  BridgeConnex will release the Customer from the Agreement with no Termination liability provided that:
      1. Customer notifies BridgeConnex of any issue and BridgeConnex has fifteen (15) days to resolve the issue to the Customer’s reasonable satisfaction.
      2. Customer requests Service cancellation within the 90 Calendar Day period in writing in email to support@bridgeconnex.com and provides a reason for exiting the agreement that is service or support related. Customer will not be released from the Agreement under this Satisfaction Guarantee for reasons associated with Price.
      3. Customer will remain responsible for any and all charges up to the date of cancellation. No Install, Training, Initial Set-up or Monthly Charges will be refunded as a result of a Customer Service Termination under this Satisfaction Guarantee.
      4. If Customer exercises right to terminate Service under this Satisfaction Guarantee, BridgeConnex will not refund payments made by Customer to BridgeConnex for purchased phones or other purchased equipment. Additionally, any extended warranty offered by BridgeConnex will no longer be valid, except for new equipment where one-year manufacturer’s warranty may apply.
      5. If Customer elected to rent equipment from BridgeConnex, then BridgeConnex must receive back all rented equipment, including but not limited to, accessories, power supplies and manuals, in their original packaging and in like-new working order and condition, before Customer will be released from the Agreement. Customer will be charged a $50 Restocking Fee for each IP Phone returned.
      6. Upon completion of all items listed in Section 7.1, Customer will receive written notification from BridgeConnex that they are released from the Agreement. Customer is not officially released from their obligations under the Agreement until this written notification is received.

8. LIMITATION OF LIABILITY / INDEMNIFICATION / WARRANTIES

   1. Limitation of Liability.
      1. Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) ANY DELAY OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.
      2. Direct Damages. EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS. THE PARTIES ACKNOWLEDGE AND ACCEPT THE REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8.1.
      3. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.
   2. Indemnification and Survival.
      1. Customer agrees to defend, indemnify and hold harmless BridgeConnex, its officers, directors, employees, affiliates and agents from and against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with claims made or brought against BridgeConnex by a third party arising from or relating to: (i) any act, error, omission, fault, negligence, or misconduct of Customer or any user of the Services, Software or BridgeConnex Equipment, whether authorized or unauthorized by Customer; (ii) Customer’s breach of any obligation, warranty, representation, or covenant of this Agreement; (iii) any claim by any employee or invitee of Customer or user other than a claim based on the gross negligence or willful misconduct of BridgeConnex; (iv) any claim by any customer of Customer, end user or other third party relating to, or arising from, Customer Data or Customer’s use of the Services, Software or BridgeConnex Equipment; or (v) violation of any Applicable Laws by Customer or any Customer employee, contractor or agent.
      2. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.
   3. No Warranties on Service. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER BRIDGECONNEX NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES, DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF BRIDGECONNEX’S OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY BRIDGECONNEX OR BRIDGECONNEX’S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
   4. Device Warranties
      1. Desk Phone Warranty – Initial Service Term. All desk phones provided to Customer by BridgeConnex under a purchase, lease or rental option are covered under a BridgeConnex Special Extended Warranty, unless otherwise indicated on the Service Agreement. Customer is responsible for contacting BridgeConnex support in the event a phone in its Initial Service Term is not functioning properly.  BridgeConnex support will troubleshoot the problem and if the phone is determined to be defective BridgeConnex support will ship out a programmed replacement phone as soon as possible, at no cost to Customer.  At the request of BridgeConnex support, Customer may be asked to return defective Device and Customer is responsible for returning the defective phone to BridgeConnex using the box in which the replacement phone was packaged.  Under this Special Extended Warranty, BridgeConnex reserves the right to replace defective phone with a refurbished phone in comparable working condition and working order.  BridgeConnex also reserves the right to replace defective phone with a similar model, if the original model is no longer available or out of stock.
      2. Limited Warranty. Except as set forth herein, equipment provided to Customer by BridgeConnex and not covered under the Special Extended Warranty in Section 8.4.1 is covered under the standard manufacturer’s warranty as defined by the manufacturer. Customer is responsible for contacting BridgeConnex support in the event equipment covered under a limited warranty is not functioning properly.  BridgeConnex will troubleshoot the problem and if the equipment is determined to be defective BridgeConnex will work with manufacturer and Customer on resolution.
      3. No Warranty. In certain cases, BridgeConnex may provide Customer with equipment that is not covered under warranty. This will be clearly indicated on the Service Agreement. Customer acknowledges this equipment will be accepted “as is” and the Customer is not entitled to replacement, repair or refund of equipment in the event of any defect.
      4. Disclaimer. Other than the warranties as to the Device expressly set forth in the documentation provided with the Device and any BridgeConnex warranty set forth herein, BridgeConnex makes no warranties of any kind, express or implied, and specifically disclaims any warranty of merchantability, fitness of the Device for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance or any warranty that the Device or its firmware or software is “error free” or will meet Customer’s requirements. The foregoing will not be deemed to limit any disclaimer or limitation of warranty set forth in the documentation provided with the Device.
   5. No Third-Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary right.
   6. Content.  Customer will be liable for any and all liability that may arise out of the content transmitted by Customer or to any person, whether authorized or unauthorized, using Customer’s Service or Device (each such person, a “User”). Customer shall assure that Customer and Customer’s User’s use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. BridgeConnex reserve the right to terminate or suspend Customer’s Services and remove Customer or Customer’s Users’ content from the Service, if BridgeConnex determines, in its sole and absolute discretion, that such use or content does not conform with the requirements set forth in this Agreement or interferes with BridgeConnex’s ability to provide Services to Customer or others. BridgeConnex’s action or inaction under this Section will not constitute any review or approval of Customer or Customer’s Users’ use or content.
   7. Recording Conversations. BridgeConnex provides functionality that allows Subscribers to record individual telephone conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by state to state. Customer is solely responsible for applying the local laws in the relevant jurisdiction when using this feature.

9. MISCELLANEOUS

   1. Governing Law. The Agreement and the relationship between BridgeConnex and the Customer are governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions.  To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 9.2, Customer shall submit to the personal and exclusive jurisdiction of the courts located within the Commonwealth of Massachusetts and waive any objection as to venue or inconvenient forum.
   2. Mandatory Arbitration and No Jury Trial. Any dispute or claim between Customer, any member of Customer’s household or any guest or employee of Customer and BridgeConnex arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Norfolk County, Massachusetts. The arbitrator’s decision will follow the plain meaning of the relevant documents and will be final and binding. Without limiting the foregoing, the Parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. Customer shall not bring or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN NORFOLK COUNTY, MASSACHUSETTS.
   3. No Waiver of Rights. Failure by BridgeConnex to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
   4. Entire Agreement. This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found on the Service Agreement or the BridgeConnex website constitute the entire agreement between Customer and BridgeConnex and govern the use of the Service by Customer, members of Customer’s business, employees and guests. This Agreement supersedes any prior agreements between Customer and BridgeConnex and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.
   5. Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

10. FUTURE CHANGES TO THIS AGREEMENT

    1. BridgeConnex may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on www.bridgeconnex.com. BridgeConnex will make best efforts to notify Customer in advance via email regarding changes to the terms and conditions of this Agreement. Such changes will become binding on Customer on the date they are posted to the BridgeConnex website and no further notice by BridgeConnex is required upon Customer’s continued use of the Service. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of Service, including, without limitation, any terms included with the packaging of the Device and also supersedes any written terms provided to Retail Customers in connection with retail distribution, including, without limitation, any written terms enclosed within the packaging of the Device.

11. PRIVACY

    1. BridgeConnex Service utilizes, in whole or in part, the public Internet and third-party networks to transmit voice and other communications. BridgeConnex is not liable for any lack of privacy which may be experienced with regards to the Service.  Full details on the BridgeConnex Privacy Policy can be found at:  https://bridgeconnex.com/solutions/hosted-pbx/terms-conditions/solutions-hosted-pbx-terms-conditions-privacy-policy/.