Terms & Conditions

LOUD & CLEAR CLOUD BUSINESS PHONE SYSTEM
These Terms of Service constitute an agreement (“Agreement”) between  Loud & Clear Telecommunicatinos, LLC (“we”, “us” or “Loud & Clear”) and you, an end user (“you” or “user”) of the Loud & Clear Cloud Business Phone System (the “Service”) as described herein and of the Loud & Clear telephone equipment (the Equipment) that you will use to access the Service. ¬†BY ACTIVATING, USING OR PAYING FOR THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, YOU AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER THIS AGREEMENT AND BECOME BOUND BY ITS TERMS, INCLUDING THOSE PERTINENT TO 911 EMERGENCY DIALING, AND TO THE PRICES, CHARGES AND CONDITIONS PROVIDED TO YOU IN ASSOCIATION WITH YOUR ENROLLMENT, INCLUDING MARKETING MATERIALS AND THE LOUDANDCLEARCLOUD.COM WEBSITE, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

SERVICE DESCRIPTION
Service Requirements. The Service requires Equipment purchased from Loud & Clear or one of its dealers that allows you to place and receive calls by using your high-speed Internet connection. Loud & Clear does not provide or support your Internet connection, which you need to supply at your own expense. ¬†Since the Service depends on your Internet connection, the correct configuration of the Equipment, and an adequate power supply, Loud & Clear does not guarantee continuous availability. You acknowledge and understand that the Service will not function in the absence of electrical power or if there is an interruption of your Internet connection. A power failure may require you to reset or reconfigure your Equipment or other equipment in order to restore the Service.

Service Limitations. You understand and acknowledge that the Service may not be compatible with all non-voice communications equipment, including but not limited to, home security systems, medical monitoring equipment, fax machines, satellite television systems, and computer modems. You waive any claim against Loud & Clear for interference or disruption of such services and equipment.

Service Term; Service Cancellation. The Service is offered either on a month-to-month basis or a 1 year contract basis.¬† If you elect to receive Service on a month-to-month basis, you will become a ‚ÄúMonthly Subscriber,‚Äù with your Service beginning on the date Loud & Clear activates Service, continuing through the end of the month during which Service is activated and automatically renewing thereafter on a monthly basis. ¬†If you elect to receive Service on a 1 year contract basis, you will become a ‚ÄúContract Subscriber,‚Äù with your Service beginning on the date Loud & Clear activates Service and continuing until the first anniversary of the date upon which Service was activated.¬† After the first year of Service if you are a Contract Subscriber, you will become a Monthly Subscriber and your Service will automatically renew thereafter on a monthly basis.¬† If you are a Monthly Subscriber, you may cancel the Service at any time by contacting Loud & Clear according to the procedure described on the LoudandClearCloud.com website. If you cancel Service prior to the end of a monthly term, you will not receive a refund for the remainder of that month. You will be responsible for paying the month’s charges through the date of cancellation, including all applicable fees and usage charges. You remain fully liable for all charges, taxes, and fees outstanding at the date of cancellation; and you authorize Loud & Clear to charge these amounts to your credit or debit card. ¬†If you are a Contract Subscriber, you may cancel the Service in the same manner as if you were a Monthly Subscriber; however, your credit or debit card will also be charged with an early termination fee equal to the lesser of (a) One Hundred Fifty Dollars ($150) or (b) the monthly fees that would be payable during the remainder of your contract term.

Your Responsibility. You acknowledge and agree that you are fully responsible for all use on your account, and you accept full liability and responsibility for the actions of anyone who uses the Service via your account with or without your permission. You should safeguard your usernames and passwords, as well as the identifier of the Equipment (referred to as the “MAC address”) which Loud & Clear uses to authenticate usage on your account. Your calls will be routed using the public Internet, and you acknowledge that you are aware that the Internet is not a secure network, and that third parties may be able to intercept, monitor, or corrupt information you transmit over the Internet.

PHONE NUMBER PORTABILITY

You don’t have to change your phone number if you are switching to the Service from another telephone service provider.  It’s easy to transfer (or “port”) phone numbers between carriers.  Known as Number Portability, this process is available when you activate the service through the LoudAndClearCloud.com website.

If you want to transfer to Loud & Clear an existing phone number which you are currently using with a telephone service provider other than Loud & Clear, the following terms and conditions apply: (1) you hereby authorize Loud & Clear to notify your current telephone service provider of your decision to switch your local service to Loud & Clear and to transfer your telephone number, and represent that you are authorized to take this action; (2) you acknowledge and agree that you must successfully install and activate your Equipment prior to the date that the number switch becomes effective; and (3) Loud & Clear has the right to refuse to import a number if, in its sole discretion, it does not have the infrastructure to support the number. You remain solely responsible for any charges you incur with the telephone company from which the number is being transferred during the period of the transfer, regardless of delays in completing the transfer caused by any reason by any party.

During the porting process, you should be able to make calls right away from your new phone, including calls to 911, but you will not be able to receive calls, including return calls from 911 personnel, on your Loud & Clear phone until the port is complete.

In addition, during the porting process, your ability to make and receive calls, including calls to and from 911, using your old phone may vary depending on your old service provider. As a result, you may want to consider maintaining access to both your old phone and your new phone until the port is complete. Upon completion of the port, you will no longer have service under that number with your old service provider, and you’ll be able to make and receive calls using your new phone.

911 EMERGENCY DIALING

Please read this information regarding 911 emergency dialing very carefully. ¬†By activating and paying for the Service, you acknowledge and agree to the limitations of Loud & Clear 911 emergency dialing service, and understand the distinctions between such service and traditional 911 or E911 calls.

Loud & Clear cannot and does not guarantee that 911 emergency dialing will operate as intended. The only way to know with absolute certainty that you have functioning 911 service is to test the system.¬† Loud & Clear, however, is not authorized to make test calls to the 911 system and cannot authorize you to do so. ¬†You may wish to call the non-emergency number of your local police or fire department to find out if they are able to help you obtain such permission.

Loud & Clear provides enhanced 9-1-1 (E911) dialing in compliance with federal and state regulations which is similar to traditional 9-1-1 (911) service.¬† But Loud & Clear E911 service has some limitations when compared with traditional 911 service.

With both traditional 9-1-1 and E911 services, your call goes directly to an emergency response center serving your number.¬†¬† In addition, with E911 service, the emergency response center can see your call-back number and address. If local authorities cannot display the registration information that Loud & Clear provides with your 911 call, your call will be delivered through the traditional 911 network and answered by a trained dispatcher in your local 911 center.¬† The dispatcher will not have your address and may not have your phone number, so be prepared to provide it.

Loud & Clear E911 service will not function in the event of a power failure at your location or the loss of your connection to the Internet.  You should inform any persons who may be present at your location about these limitations.

 

Loud & Clear recommends that you maintain an alternative means of accessing emergency services in the event of a Service disruption for any reason.

In order to ensure your call is routed to the appropriate Public Safety Answering Point (PSAP), you must first register your location as described below.  Once you have registered your location, your call will be routed to the most geographically appropriate PSAP or designated state or local answering point based upon your registered location.  If your location changes, you must update your registered location using the procedures described below to ensure your 9-1-1 calls continue to be routed to the nearest PSAP.

In the event your call cannot be routed because of inaccurate or incomplete location information, the call is sent to a national call center.  The call center operator will confirm your location information and then transfer your 9-1-1 call to the emergency response center nearest your location. You should be prepared to confirm your address and call-back number with the operator.  Do not hang up unless told directly to do so.  If you are disconnected, you should dial 9-1-1 again.

As part of the activation process for the Service, you will be required to provide your location for E911 purposes.¬† The activation process will not continue until you have provided an address that Loud & Clear is able to validate.

 

If you change your location, please use the Manage My Account feature of the LoudAndClearCloud.com website to update your address for E911 purposes.  If you dial 9-1-1 before you have updated your address, there will be a delay in routing your 911 call to the proper PSAP.

 

Acknowledgement. You understand and acknowledge that Loud & Clear 911 Emergency Dialing has certain characteristics that distinguish it from traditional 911 service. These characteristics may make the Service unsuitable to some users. You should carefully evaluate your circumstances when deciding to activate the Service. You acknowledge that it is your responsibility to determine the technology or combination of technologies best suited to meet your emergency calling needs, and to make the necessary provisions for access to emergency calling services, such as maintaining a conventional phone line or wireless phone as a backup means of completing emergency calls. You authorize us to disclose your name and address to third parties involved with providing 911 Emergency Dialing to you, without limitation.

Indemnification. You acknowledge and understand that Loud & Clear will not be liable for any Service outage and/or inability to dial 911 using the Service or to otherwise access emergency service personnel due to the characteristics and limitations of the Service. You agree to defend, indemnify, and hold harmless Loud & Clear, its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney fees) by, or on behalf of, you or any third party user of the Service relating to the failure or outage of the Service, including those related to 911 dialing. You acknowledge that Loud & Clear does not offer Lifeline service, and that we strongly recommend that you always have an alternative means of accessing emergency service. This provision supplements the general indemnification provision found below.

USE OF SERVICE

Resale and Transfer. You are expressly prohibited from reselling or transferring the Service to any other person for any purpose, without express written permission from Loud & Clear in advance.

Normal Business Use. The Service is intended for use in a home office or small business setting. You are expressly prohibited from using the Service for autodialing, telemarketing (including without limitation charitable or political solicitation or polling), continuous or extensive call forwarding, activities involving continuous connectivity, all types of broadcasting including fax or voicemail broadcast, fax or voicemail blasting, or any other activity that results in excessive usage inconsistent with normal home office or small business usage patterns. If Loud & Clear determines, in its sole discretion, that you are reselling the Service or that your Service is being used for any of the aforementioned activities, Loud & Clear reserves the right to immediately terminate without notice or modify the Service and to assess additional charges for each month in which excessive usage occurred.

Calling Limitations. Loud & Clear does not support certain call types offered by traditional phone services, including, but not limited to, 0+ calling (including without limitation collect or third party billing), 900 and 976 calls, and 10-10 “dial-around” calls. The Service does not support 311, 411, 511, and/or other x11 services (other than 911).

Network Integrity and Security. You are expressly prohibited from any use of the Service or any other action that, in Loud & Clear’s sole discretion, is deemed to present a risk to the network integrity or security of Loud & Clear or its vendors, whether directly or indirectly. Loud & Clear, in its sole discretion, may terminate your Service without advance notice if it determines your actions could cause a network disruption or security breach.

Telephone Number. You may not sell any telephone number assigned by Loud & Clear (“Number”). Upon termination of your Service, Loud & Clear may, in its sole discretion, release to your new service provider a Number that was ported in by you for use with your Service, if such new service provider is able to accept such Number, provided that your entire account will be terminated upon the transfer of your number, that you have paid all charges due to Loud & Clear through the date of such transfer, and that you request the transfer to become effective upon termination your account.

Use Outside the United States. The Service is intended for use in the United States. If you remove the Equipment to a country other than the United States, you do so at your sole risk, including the risk that such activity violates local laws in the country where you do so. Use of the Service is expressly prohibited wherever its use violates local laws, and you are personally liable for any such violations. Loud & Clear reserves the right to terminate your Service immediately and without notice if it determines that you are using the Service in violation of applicable local laws.

Unlawful and Prohibited Use. You agree to use the Service only for lawful purposes. You are expressly prohibited from using the Service to transmit or receive any communication or material of any kind when in Loud & Clear’s sole judgment the transmission, receipt or possession of such communication or material would constitute, or encourage conduct that would constitute, a criminal offense, give rise to a civil liability or otherwise violate any applicable laws. You acknowledge that neither Loud & Clear nor its vendors are responsible for the content of the transmissions that pass through the Service. You are expressly prohibited from using the Service or Equipment for any abusive or fraudulent purpose, including using the Service in a way that interferes with our ability to provide the Service to you or other customers or avoids your obligation to pay for communications services. Loud & Clear, in its sole discretion, may terminate your Service without advance notice if it believes you have violated the aforementioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to Loud & Clear personnel. You are liable for any and all use of the Service by any person using the Service provided to you and agree to indemnify and hold harmless Loud & Clear against any and all liability for any such use. If Loud & Clear, in its sole discretion, believes that you have violated the aforementioned restrictions, Loud & Clear may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

Tampering. You agree not to change the electronic serial number or equipment identifier, if any, of the Equipment, or to perform a factory reset of the Equipment, without express written permission from Loud & Clear in each instance which Loud & Clear, in its sole discretion, may deny. You agree not to disrupt the Service or make any use of the Service that is inconsistent with its intended purpose or to attempt to do so. Loud & Clear, in its sole discretion, may terminate your Service without advance notice should you tamper with the device.

Theft of Service. You agree to notify Loud & Clear immediately if the Equipment is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. You must provide a detailed description of the circumstances of the theft or stolen or fraudulent use of the Service and supply any additional documentation reasonably requested by Loud & Clear. Failure to do so in a timely manner may result in the termination of your Service and additional charges.

Audit and Law Enforcement. Loud & Clear reserves the right to audit your use of the Service to enforce the provisions of this Agreement. Loud & Clear reserves the right to track and monitor your Service and usage subject to the requirements of the United States Patriot Act and other laws and appropriate law enforcement processes. You acknowledge and agree that this Agreement is sufficient notice to you of such monitoring to the extent any notice is required under applicable federal or state law.

CHARGES AND PAYMENTS

Billing. You must provide a valid credit or debit card number, pursuant to procedures specified on the LoudAndClearCloud.com website, when the Service is activated. You authorize Loud & Clear to charge automatically to your credit or debit card any amounts payable by you in connection with your use of the Service. Your right to use the Service is subject to any limits established by your credit or debit card issuer. Your charges/payments and credits issued will appear on an online billing statement that you may access from the Loud & Clear website. You give Loud & Clear permission to obtain authorization for use of your credit or debit card from your card issuer. If the card expires, you close your account, your billing address changes, or your card is cancelled and replaced owing to loss or theft, you must advise Loud & Clear at once and provide Loud & Clear with updated, valid, unexpired billing information to pay your monthly invoices. It is your obligation to ensure that the account you provide to Loud & Clear has a sufficient balance or available credit to pay your Loud & Clear fees. Initial use of the Service authorizes Loud & Clear to charge the card account number on file with Loud & Clear, updated by any changed information related to card expiration, replacement, or substitution. This authorization remains valid until 30 days after Loud & Clear receives your notice to terminate Loud & Clear’s authority to charge your card, whereupon Loud & Clear will charge you for any outstanding charges and terminate the Service. Loud & Clear bills all charges and applicable taxes and fees monthly in advance (except for usage-based charges, which will be billed monthly in arrears, plus any other charges which Loud & Clear chooses to bill in arrears) to your card. Loud & Clear is not responsible for any overdraft or other charges imposed by your card issuer due to insufficient funds in your account. Loud & Clear reserves the right to bill at intervals more frequent than monthly if the amount due for usage-based charges exceeds $50 at any time. All charges will be billed according to the rates and terms set forth in published materials and found on the LoudAndClearCloud.com website

Commencement of Billing. You understand that you are responsible for self-installation of the Equipment and any configuration of the Service once you receive the Equipment. Billing for the Service will not commence until you activate the Service through use of the LoudAndClearCloud.com website.

Price and Price Changes. Prices and charges relating to the Service are posted on the Loud & Clear website. We may change the prices and charges for the Service from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the Service are effective no sooner than seven (7) days after posted on the Loud & Clear website or you are otherwise notified of the changes.

Failure to Pay. We may suspend, restrict, or cancel the Service and this Agreement if you do not make payments for current or prior bills by the required due date. We may also take appropriate steps or require you to take certain action when you or Loud & Clear are or have been the target of fraud related to your account, including temporary suspension or termination of your account. Service suspension or cancellation will result in your loss of the number associated with the Service.

Delinquent Payments. You agree to reimburse us for reasonable attorneys’ fees and any other costs associated with collecting delinquent or dishonored payments. If charges cannot be processed through your credit or debit card, due to insufficient funds or for any other reason, we will charge you an additional $15.00. If the state where you receive the Service requires a different fee, we will charge you that amount.

Service Interruption. You acknowledge and agree that credit allowances for interruption of the Service will not be provided.

Billing Disputes. You must notify Loud & Clear within thirty (30) days after receiving your credit card or debit card statement if you dispute any Loud & Clear charges on that statement or such dispute will be deemed waived

TAXES, FEES AND SURCHARGES

In addition to the monthly service charges billed by Loud & Clear for the Service, service provider surcharges, taxes, fees and other charges may be applied to your monthly invoice based on the type of service you have and your geographical location, among other factors. Examples include, but are not limited to:

Federal Universal Service Fund. The Telecommunications Act of 1996 requires that Loud & Clear contribute to the Federal Universal Service Fund (‚ÄúFUSF‚Äù).¬† The FUSF helps to make phone service affordable and available to all Americans, including consumers with low incomes; those living in areas where the cost of providing telephone service is high; public schools and libraries; and rural health care providers.¬† The Federal Communications Commission (‚ÄúFCC‚Äù) delegates the administration of the FUSF to the Universal Service Administrative Company (‚ÄúUSAC‚Äù).¬† Each quarter, USAC announces, and the FCC approves, a ‚Äúcontribution factor.‚Äù The contribution factor is a percentage of the total interstate/international revenue for which each interstate carrier is responsible for contributing to the FUSF in order to sustain the FUSF System.¬† As permitted by FCC regulations, Loud & Clear has opted to bill FUSF as a separate line item.¬† Consistent with such regulations, Loud & Clear only bills FUSF line item charges in an amount equal to the quarterly contribution factor currently in effect.¬† This is a permissible pass-through fee but is not a tax or charge mandated by the government.¬† Please visit USAC’s Website for more information on the FCC‚Äôs Universal Service Fund.

 

Federal Cost Recovery Fee.¬† A charge equal to 2.75 percent of charges, excluding taxes, appearing on your invoice will apply to services subject to direct regulation by the FCC.¬† This Cost Recovery Fee (‚ÄúCRF‚Äù) is being imposed to recover amounts incurred by Loud & Clear for fees, contributions and/or charges associated with telecommunications services for the sight and hearing impaired, local number portability and North American Numbering Plan administration, and administrative costs, fees and expenditures related to compliance with Federal regulatory programs and annual FCC regulatory fees.¬† This is a permissible pass-through fee but is not a tax or charge mandated by the government. For more information on the various programs supported by the CRF, please see below.

Federal Telecommunications Relay Services Fund

The Telecommunications Relay Services (‚ÄúTRS‚Äù) Fund was established by the FCC in 1993 to reimburse TRS providers for the cost of providing interstate TRS services.¬† TRS services are telephone transmission services that provide hearing or speech challenged individuals with the ability to use a traditional telephone.¬† Under the FCC‚Äôs rules, Loud & Clear must contribute a percentage of its interstate and international end-user telecommunications revenues to the TRS Fund and is permitted to recover these fees from its customers.¬† The contribution percentage varies annually.

 

Local Number Portability Administration (LNPA)

Local Number Portability (LNP) is a customer‚Äôs ability to keep existing phone numbers when switching to another service provider.¬† Loud & Clear must provide LNP, as well as contribute to the FCC‚Äôs LNPA program, designed to diffuse the costs of administering LNP.¬† Loud & Clear pays a proportionate share of the LNP costs in each region in which it operates and has customers.¬† Loud & Clear collects a fee from its customers to offset its LNP costs.¬† This fee varies frequently by region.

North American Numbering Program Administration

The North American Numbering Plan is an integrated telephone numbering plan for the Public Switched Telephone Network serving multiple countries including the United States and its territories.¬† It is administered by the North American Numbering Plan Administration. Under the FCC‚Äôs rules, Loud & Clear must contribute to the costs of numbering administration.¬† Contributions are based on a percentage of Loud & Clear’s revenues from customers using international, intrastate and interstate services.¬† The percentage varies annually.

 

Annual Regulatory Fee

Loud & Clear must pay an annual regulatory fee to the FCC.¬† This fee varies annually. Loud & Clear collects this fee from its customers.

State and Local Taxes.¬† States, counties, cities, and special taxing districts may assess various taxes on Loud & Clear services and/or phone purchases.¬† These may include specific taxes on communications services, sales, use and excise taxes, gross receipts taxes, property taxes and others.¬† Loud & Clear collects applicable taxes and remits them to the taxing authorities.

 

State and Local E911 Fees.   Some states and localities require Loud & Clear to collect a fee to help support state and local Enhanced 911 (E-911) Funds.  These fees vary by state and locality.

 

State Universal Service Funds. Loud & Clear may also be required to contribute to State Universal Service Funds.¬† The funds may be used to assist in providing universal service and to a variety of other programs at the state level. Loud & Clear collects applicable charges from customers.¬† This charge is not a tax or government-imposed fee.

State Telecommunications Relay Services Funds. Some States also require contributions to State Telecommunications Relay Services Funds to offset the cost of providing local transmission services that provide hearing or speech challenged individuals with the ability to use a traditional telephone.¬† Many states require Loud & Clear to collect this fee and remit it to the taxing authority.

INDEMNIFICATION

You agree to defend, indemnify, and hold Loud & Clear, its affiliates, and agents and any other service provider who furnishes services to you or enables us to furnish services to you in connection with this Agreement or the Service, harmless from claims or damages relating to or arising out of the Service, the Equipment or its installation, or this Agreement, including, but not limited to, 911 Emergency Dialing or dialing associated with a security system.¬† You agree that Loud & Clear should not be and is not responsible for any third party claims against us that arise from your use of the Service. Further, you agree to reimburse us for all of our costs and expenses related to the defense of any such claims, including attorneys’ fees, unless such claims are based on our willful misconduct or gross negligence. Notwithstanding the foregoing, your indemnification obligations related to 911 emergency dialing are more expansive, as described above.

LIMITATIONS OF LIABILITY

BY ACTIVATING, USING OR PAYING FOR THE SERVICE, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE LIMITATIONS OF THE LOUD & CLEAR CLOUD BUSINESS PHONE SYSTEM DESCRIBED HEREIN.

LOUD & CLEAR’S LIABILITY TO YOU ON ACCOUNT OF ANY ACT OR OMISSION OF LOUD & CLEAR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY LOUD & CLEAR’S GROSS NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL LOUD & CLEAR HAVE ANY LIABILITY TO YOU WHATSOEVER ON ACCOUNT OF ANY ACT OR OMISSION OF LOUD & CLEAR RELATED TO 911 EMERGENCY DIALING. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF ACTION. LOUD & CLEAR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR MODIFICATIONS TO, OR LOSS OR DESTRUCTION OF, ANY OF YOUR SOFTWARE, FILES, DATA, OR PERIPHERALS. FURTHERMORE, IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF LOUD & CLEAR OR ITS AFFILIATES ARISING WITH RESPECT TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT BY YOU TO LOUD & CLEAR IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.

WARRANTY LIMITATIONS

WE MAKE NO WARRANTIES OF ANY KIND REGARDING THE SERVICE AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS. WE ALSO MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING BUT NOT LIMITED TO LOUD & CLEAR EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT

DISPUTE RESOLUTION BY BINDING ARBITRATION

It is important that you read this entire section carefully. This section provides for resolution of disputes through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury or through a class action.

Any dispute or claim between you and Loud & Clear arising out of or relating in any way to the Service shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitrator’s decision shall be final and binding. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand or otherwise modify its terms. Without limiting the foregoing, the parties agree that no arbitrator has the authority to award relief in excess of what this Agreement provides.

No dispute may be joined with another lawsuit, or in an arbitration with a dispute of any other person, or resolved on a class-wide basis. The arbitrator may not award damages that are barred by this Agreement, including punitive or exemplary damages or attorneys’ fees. You and Loud & Clear both waive any claims for an award of damages that are excluded under this Agreement

The arbitration shall be conducted in English in Arapahoe County in the State of Colorado and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Loud & Clear may seek any interim or preliminary relief from a court of competent jurisdiction in Arapahoe County in the State of Colorado, necessary to protect the rights or property of you or Loud & Clear pending the completion of arbitration.

You acknowledge that this arbitration provision constitutes a waiver of any right to a jury trial.

MISCELLANEOUS

General Provisions. This Agreement does not provide any third party with a remedy, claim or right of reimbursement. Failure by Loud & Clear to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. This Agreement, and all other aspects of the use of the Service and the LoudAndClearCloud.com website, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice of law rules. This governing law provision applies no matter where you reside, or where you use or pay for the Service. This Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement or service description not expressly contained in the Agreement will be allowed to contradict, explain or supplement this Agreement. Neither you nor Loud & Clear is relying on any representations or statements by the other party or any other person that are not included in this Agreement. If any provision in this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Events Beyond Our Control. Loud & Clear will not be responsible to you for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control.

Assignment. We can assign all or part of our rights or duties under this Agreement without notifying you.  You may not assign this Agreement or the Service without our prior written consent.

Privacy. The Service utilizes the public Internet and third party networks to transmit voice and other communications. Loud & Clear is not liable for any lack of privacy which may be experienced with regard to the Service. In addition, Loud & Clear will provide personally identifiable customer and call detail information in response to lawful government requests, subpoenas and court orders, as well as law enforcement requests. Please refer to our Privacy Policy on the LoudAndClearCloud.com website for additional information.

Notices. Loud & Clear primarily communicates with users of the Service via e-mail. Email from Loud & Clear is used to communicate important information about the Service, including billing and changes to the Service, much of which is time-sensitive. You acknowledge that e-mail from Loud & Clear constitutes official notice from Loud & Clear and that you are required to read in a timely manner all e-mail messages sent to the e-mail address specified by you at the time of registration for the Service in order to avoid any potential disruption of the Service. You also acknowledge that you are responsible for notifying Loud & Clear of any changes in your e-mail address.

Survival. The provisions of this Agreement relating to indemnification (including those relating to 911 Emergency Dialing), limitations on liability, warranty limitations, billings, and your obligations to pay for the Service provided, including any additional usage charges, shall survive any termination of this Agreement or termination of the Service.

Non-Waiver. Failure by Loud & Clear to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release you from any of the warranties of obligations of this Agreement, and shall not be deemed a waiver of any right of Loud & Clear to insist upon strict performance hereof or any of its rights and remedies.

Changes to this Agreement. Loud & Clear may change this Agreement from time to time. Any changes will be posted at the Terms of Service section of the LoudAndClearCloud.com website. Notice will be considered received by you and any such changes will become binding and effective on the date the changes are posted to the LoudAndClearCloud.com website, except in the case of changes to the prices or charges, when we will comply with our notice commitments described above. IF YOU CONTINUE TO USE OR PAY FOR THE SERVICE AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS OR CONDITIONS, YOU AGREE TO THE CHANGES. The Agreement as posted supersedes all previously agreed to electronic and written terms of service, including, without limitation, any terms included with the packaging of the Equipment.

Effective Date.  These Terms of Service were last revised on February 16, 2012.