AMI TERMS OF SERVICE
Sales & Service Agreement
AMI (“We”) and Customer (“You”) enter into this Service Agreement (“Agreement”) as of the date service is activated. Term: The Term commences on the Agreement Date and continues for 36 months following the Activation Date. Customer is obligated for 100% of the Service Charges due under this term, then the Term will auto-renew for an additional 36 months unless AMI is notified in writing 30 days prior to the end of the Term. All obligations and duties of either party hereunder shall be binding on all successors in interest and permitted assigns of such party.
1. SERVICES.
AMI will offer the Services to Customer, and may, from time to time, offer additional services. The quality of the Services will meet or exceed the standards prescribed by the Federal Communications Commission. The Services will operate in accordance with industry standards and their requirements of applicable law and regulations. Adds, changes, and standard upgrades will be offered to Customer free of charge.
Non-Voice Equipment Limitations. You acknowledge that our Service may not be compatible with all non-voice communications equipment, including but not limited to security systems, medical monitoring equipment, satellite television systems, credit card terminals and computer modems. You waive any claim against AMI for interference with or disruption of these services and equipment. Fax is supported through the use of our Fax analog adapter.
2. BILLING.
AMI will bill the Customer for each term of Services in advance, on the first day of each month, or the next business day if the first day of the month falls on a weekend or holiday, starting with the first full month of service. Metered services, such as 800 inbound service, may be billed in advance based on the estimated usage. If billed in advance metered services will true up monthly based on the previous month’s actual usage. When you subscribe to our Service, you must give us a valid email address and a payment method that we accept. We reserve the right to change or stop accepting your payment method or your payments. You must advise us at once if your payment method expires, you close your account, your billing address changes, your email address changes, or your payment method is canceled and replaced on account of loss or theft. Except for usage-based charges, we will bill in advance to your payment method all charges, fees, taxes, and surcharges for each Service term. All over-plan usage based charges, such as extra minutes or international calls will be billed monthly and due immediately. Bills will be sent to the email address on record. Customer is responsible for all call charges made from their account. We reserve the right to bill you more frequently if you owe us more than $100. AMI reserves the right to immediately disconnect your Service at any time for non-payment or illegal use of the Service, or if we determine in our sole discretion that your use of the Service is inconsistent with inbound and outbound usage patterns. If we disconnect your Service, you will remain liable to us for all charges under this agreement and all the costs we incur to collect these charges, including, without limitation, collection costs and attorneys’ fees. Once the Service is disconnected for non-payment there will be a $499.00 reconnect fee, paid in advance of reconnecting your Service. If you want to dispute any charges on your statement, you must notify AMI within 7 days after you receive your statement from your bank or credit card issuer. If you do not dispute the charges within 7 days, you waive any right to contest the charges. Service is offered on a month-to-month basis, with 30 days’ written notice required to cancel. Late payments shall be subject to a 15% late payment processing fee. All amounts not paid by the due date shall accrue interest at the lesser of 1-½% per month compounded monthly or the highest rate allowed by law until paid in full.
3. CUSTOMER’S REPRESENTATIONS AND AGREEMENTS.
Customer represents to AMI that Customer is the legal Customer of the Premises, and that no other person has any rights in the Premises that conflict with AMI’s rights under this Agreement. Customer shall not attach to or use, and shall not allow anyone else to attach to or use, the Equipment for any purpose without AMI’s prior written consent. Customer shall use its best efforts to comply with all applicable theft of service laws. The person signing this Agreement on behalf of Customer represents that he/she is Customer’s authorized agent and has full authority to bind Customer to the terms and conditions of this Agreement.
4. EASEMENT.
Customer grants to AMI a right of access to the Premises as necessary for the installation, service, operation and removal of the Equipment and the provisioning of the Services.
5. INDEMNITIES.
In no event will AMI, our officers, directors, employees, affiliates or agents or any other service provider who furnishes services or devices to you in connection with our Service be liable for any damages, including but not limited to personal injury, wrongful death, property damage, loss of data, loss of revenue or profits, or damages arising out of or in connection with the use or inability to use a device or the Service, including inability to access emergency service personnel through the 911 dialing service or to obtain emergency help. These limitations apply to claims founded in breach of contract, breach of warranty, product liability, tort, and any and all other theories of liability. These limitations apply whether or not we were informed of the likelihood of any particular type of damages. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. You shall defend, indemnify, and hold harmless AMI, our officers, directors, employees, affiliates and agents, and any other service provider who furnishes services to you for our Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorneys’ fees) by, or on behalf of, you or any third party or user of our Service, relating to our Service, including, without limitation, 911 Dialing, or your device.AMI Service uses, in whole or in part, the public Internet and third party networks to transmit voice and other communications. AMI is not liable for any lack of privacy which you may experience from using our Service. You agree that our Services are provided “as is”.
6. ASSIGNMENT.
This Agreement may be assigned by either party without the consent of the other party. An assignment by AMI shall release AMI from any and all obligations arising after the later occurrence of the effective date of such assignment and the date Customer is first notified of the assignment or pending assignment. This Agreement shall be automatically assigned by Customer to the transferee in the event of the sale, assignment or transfer of all or any part of the Premises or upon the assignment or transfer of any management contract that may exist for the Premises. All obligations and duties of either party hereunder shall be binding on all successors in interest and permitted assigns of such party.
Customer shall provide AMI with at least thirty (30) days’ prior written notice of any sale, assignment or transfer of Customer’s interest in the Premises, including any assignment or transfer of any management agreement existing on the Premises. Such notice shall include the name and address of the prospective transferee and the anticipated effective date of the sale, assignment or transfer. Customer further agrees to provide a copy of this Agreement to any prospective transferee who will assume.
7. NOTICES.
Any notice to be given under this Agreement shall be in writing and shall be delivered personally, sent postage prepaid by U.S. Certified Mail, or by facsimile with electronic confirmation to the addresses set forth herein or to such other addresses as the parties may designate in writing. Delivery of any notice shall be effective five days upon receipt after mailing by U.S. Certified Mail, on the facsimile confirmation date for facsimile, or on the date delivered for personal delivery.
8. REMEDIES UPON DEFAULT.
If either Customer or AMI fails to substantially perform its obligations under this Agreement, the other party may terminate this Agreement upon thirty (30) days’ written notice, or pursue any other remedy at law or in equity, including specific performance. This Agreement shall not be terminated if the party in default cures or begins to correct the default within the thirty (30) day period and diligently proceeds to cure the default within a reasonable time. The rights and remedies herein shall be cumulative, and the exercise of one shall not preclude or act as a waiver of any other right or remedy. Neither party shall be deemed to be in breach of this Agreement if it is unable to perform its obligations hereunder as a result of loss of its legal authority to provide the Services to the Premises or the occurrence of any event beyond such party’s reasonable control.
9. WARRANTIES.
Subject to the limitations of liability set forth below, AMI warrants to Customer that AMI’s Hosted PBX will remain free from defects and in working order under normal use for the life of the system in the building in which it was originally installed. During the Warranty period AMI will repair or replace defective Hosted PBX hardware with new or refurbished hardware at our discretion.
THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY THE COMPANY WITH RESPECT TO THE PRODUCTS AND IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.
This warranty does not cover defects or damages arising from improper weather, heat, water leaks, lightning strikes and power surges, physical damage inflicted by the Customer, tampering or other Act of God. AMI’s Hosted PBX must be maintained in a locked HVAC consoled server room held to CISCO standards of 64.4-80.6 degrees. The sole and exclusive liability of AMI under this warranty or otherwise, shall be limited to the repair or replacement of any product or component part which shall prove defective to the original purchaser from AMI. Customer may be shipped replacement parts and be expected to connect new parts in the Hosted PBX rack under AMI’s direction.
AMI SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM USE OF THESE PRODUCTS, OR ARISING OUT OF ANY BREACH OF THIS WARRANTY.
The term “consequential damages” shall include, but not be limited to, loss of anticipated profits, business interruption, loss of use or revenue, cost of capital or loss or damage to property or equipment. The foregoing limitations and exclusions are intended to be effective to the maximum extent permitted by law. This warranty is governed by the law of the State of New Mexico without regard to its conflicts of law principles.
10. CONFIDENTIALITY.
The parties will hold the terms and conditions of this Agreement in confidence, and will not reveal the same to any person or entity except with the written consent of the other party, to the extent necessary to comply with the valid order of a court of competent jurisdiction(in which case the party making the disclosure shall notify the other party and shall seek confidential treatment of such information), as part of either party’s standard reporting or review procedures to members, parent or affiliate corporations, auditors, financial and lending institutions and attorneys, or in order to enforce its rights pursuant to this Agreement. Should AMI become aware these terms have been violated, AMI reserves the right to nullify any special pricing and charge the current retail rate for the remainder of the term.
11. MISCELLANEOUS PROVISIONS.
This Agreement, including the Summary Page and any exhibits or addenda, contain the entire understanding of the parties with respect to the Premises, and supersedes any prior written agreement, or any prior or contemporaneous oral agreement or representation between the parties with respect to the Premises. This Agreement shall not be amended except by a written agreement signed by the parties. This Agreement shall be governed by the laws of Otto County, New Mexico. This Agreement may be executed in counterparts and delivered by facsimile or electronically. Each counterpart shall be considered an original and together shall be deemed an original instrument.
12. SEVERABILITY.
If any one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected or impaired in any way.
12. REASONABLE BUSINESS USE.
Customer agrees, represents, and warrants that it is purchasing the Services and the Equipment (if any) for its own internal use only, and shall not resell, transfer or charge for the Services or the Equipment without the advance express written permission of AMI.AMI’s Service Plans that offer unlimited minutes of PSTN calls (“Unlimited PSTN Plans”), unlimited faxing or unlimited Text Messages are for reasonable business use of Customer only. Such use shall not include certain activities including, but not limited to, any auto dialing, continuous or extensive call forwarding, continuous or extensive chat, continuous connectivity, fax or Text Message broadcast or blasting, telemarketing (including without limitation charitable or political solicitation or polling), call center operations (except with respect to Customer’s use of subscribed to VCC Services), junk or Text Message faxing, fax spamming, calling/faxing/Text Messaging any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage. Customer will not use the Services to send unsolicited commercial e-mail or Text Messages to recipients outside Customer’s organization. Customer shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. Customers further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law. Without limiting any other remedies hereunder, AMI reserves the right to immediately terminate or modify the Services of any Customer using Unlimited PSTN, fax or texting Service Plan if AMI determines, in its sole discretion, that Customer is not using such plan for Customer’s reasonable business use. Over 95% of AMI’s unlimited calling plan customers use less than 3000 minutes per month and do not have any unusual usage patterns in terms of unique numbers called, high call forwarding/transferring usage and so on. A customer’s aggregate usage may be considered outside of normal use if it exceeds 3000 minutes per month.AMI may determine that abnormal, unreasonable or impermissible usage is occurring when compared to typical customers on the same calling plan, and may take appropriate steps including terminating service and billing for excess usage at AMI’s sole discretion.
14. PREMISES.
Installation charges are based on Customer’s premises being wired to current industry standards. Analog phones should be terminated on 66 blocks in the PBX room. The internet hand-off should be in the PBX room. Reasonable paths should exist to cable front desk and staff phones.
Additional install charges may apply if these standards are not met.
15. AMI EQUIPMENT.
You will return all AMI Equipment in our supplied return packaging or to our designee in working order, normal wear and tear excepted within ten (10) days of the date on which Service(s) are disconnected. Failure to return any AMI Equipment will result in the charge of an Unreturned Equipment Fee. AMI, as title Customer of the AMI Equipment at all times, has the right to retrieve any equipment that is not returned. Upon our request during regular business hours at a time agreed upon by you and us, you will permit us and our agents to access the Premises to remove all AMI Equipment and other material provided by us.
16. GOVERNING LAW.
This Agreement shall be construed and interpreted in accordance with and governed in all respects by the laws of the State of New Mexico. The parties specifically submit to the jurisdiction of the state and federal courts located in Otero County, NM for enforcement.
17. ENTIRE AGREEMENT.
This constitutes the entire agreement between the parties as to the subject matter hereof and supersedes and merges all prior discussions between the parties hereto. This Agreement may be modified only by written instrument executed by an authorized representative of AMI and the Customer.
911 Services
AMI’s e-911 Emergency Dialing Service is a VoIP based service. Therefore, it is subject to certain limitations and outage factors that are different from traditional 911 services as listed below and further in the End User Agreement. Please note that AMI reserves the right to revoke, terminate and or modify this disclaimer/waiver at any given time.
It is important that you read, understand and inform all residents and guests of these important limitations.
I ACKNOWLEDGE THAT THE E-911 SERVICES PROVIDED BY AMI DO NOT SUPPORT TRADITIONAL 911 ACCESS TO EMERGENCY SERVICES. WHERE AVAILABLE, AMI’S SERVICES MAY INCLUDE E-911 ACCESS THROUGH THIRD PARTY EMERGENCY SERVICE PROVIDERS. YOU AGREE TO ADVISE ALL HOUSEHOLD RESIDENTS, GUESTS AND OTHER PERSONS WHO MAY BE PRESENT AT THE PHYSICAL LOCATION WHERE YOU UTILIZE THE SERVICE OF EACH OF THE LIMITATIONS OF AMI’s EMERGENCY DIALING SERVICE AND OF AN ALTERNATIVE MEANS OF 911 DIALING.
Customer also understands and acknowledges that AMI’s emergency dialing feature is available only in the United States mainland (excluding Alaska, Hawaii, Puerto Rico, and Guam).
REGISTRATION OF PHYSICAL LOCATION REQUIRED:
You must provide the physical location where you will be using the Service. When you move the Equipment (Equipment refers to the AMI VoIP Phones, Adapters, and other Customer Premises Equipment), you MUST register your new physical location with an AMI customer service representative. All e-911 calls are directed to emergency responders based upon the address you register with AMI. If you move the Equipment and do not register the new physical location, emergency responders will be dispatched to your previous physical address.
SERVICE OUTAGES, BROADBAND OUTAGES, CONGESTION, AND SERVICE INTERRUPTION:
AMI e-911 emergency dialing services will not function in the event of a power outage or other interruption to your electricity service. Following a power disruption, you may need to reset your Equipment before using AMI Service or calling e-911. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent the Service including the AMI e-911 emergency dialing service from functioning. Any interruption in your internet access will prevent you from placing e-911 calls during the interruption. Broadband phone service is inherently subject to more network congestion and reduced speed in the routing of e-911 calls than traditional 911 dialing over traditional PSTN. In the event that your AMI account is suspended or terminated for any reason, your AMI Service, including AMI e-911 emergency dialing service will not function.
DISCLAIMER OF LIABILITY AND INDEMNIFICATION:
AMI does not control how e-911 calls are answered or handled by any local emergency response center. AMI disclaims all responsibility for the actions and conduct of any and all national and local emergency response centers. AMI relies entirely upon third parties to route e-911 calls to local and national emergency response centers. AMI disclaims any and all liability or responsibility in the event such third party data used to route the call is incorrect or produces an erroneous result. Neither AMI nor its officers, directors or employees may be held liable for any claim, damage or loss and you hereby waive any and all such claims or causes of action arising from or related to the Services unless such claims arose from AMI gross negligence, recklessness or willful misconduct. You, on your own behalf and on behalf of any third party, hereby agree to defend, indemnify and hold harmless AMI, its officers, directors, employees and agents from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including attorneys’ fees) relating to the absence, failure or outage of the Service, including the AMI e-911 emergency dialing service or access to emergency service personnel.
UNDERSTANDING, ACKNOWLEDGEMENT AND ALTERNATIVE 911 SERVICE:
You hereby acknowledge your understanding of the limitations of the AMIe-911 emergency dialing services described above.
Letter of Agency and RESPORG
Customer authorizes this change of their telecommunications carrier and appoints AMI and/or its agents acting on AMI’s behalf as your current telecommunication provider. Customer agrees to give AMI access to Customer Service Record (CSR) and related information. This will result in a change of service provider. You attest that you are at least 18 years of age and legally authorized to change telephone service providers for the services associated with the billing telephone number and related numbers listed in your order.
A copy of a current phone bill from the losing carrier must be faxed to AMI at 505.349.0881.