Terms & Conditions

COMMUNICATION SERVICES

The terms and conditions of this Service Agreement (“Terms” or “Agreement”) constitute the agreement (“Agreement”) between TALK ENGINE (“Company”, “We”, “Us”) and the User (“You,” “User” or “Customer”) of the Company’s residential and small business communications Services, and any related products or services (“Service”).

BY USING THE SERVICE, YOU REPRESENT THAT YOU REPRESENT A LEGAL ENTITY AND ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT INCLUDES MANY IMPORTANT TERMS, INCLUDING: WARNINGS THAT YOU MAY BE UNABLE TO USE THE VOIP SERVICE FOR 911 OR OTHER EMERGENCY CALLS UNDER CERTAIN CIRCUMSTANCES; LIMITS AND DISCLAIMERS ON COMPANY’S LIABILITY; AND THE REQUIREMENT THAT YOU COMMIT TO A MINIMUM TERM OF SERVICE.

SERVICE

After the initial service agreement term, service is offered on a monthly basis for a term that corresponds with the date Your TALK ENGINE VOIP service was activated and ends on the day before the same date in the following month. Subsequent terms of this Agreement automatically renew unless You give TALK ENGINE written notice of non-renewal at least (30) days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, meaning that if You attempt to terminate Service prior to the end of a monthly term, You will be responsible 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 immediately become due and payable. Expiration of the term or termination of Service will not excuse You from paying all accrued and unpaid charges due under this Agreement.

If You subscribe to the Company’s Business Services, which is defined as Service intended solely for the subscriber’s use to support commercial, for-profit or not-for-profit, non-residential enterprises (“Business Services”), the Service and Device are provided to You as a small business User. Because We have no control over Your power or Internet connectivity You may experience occasional outages. For this reason We recommend that You maintain another backup provider so that You have backup contact ability. It is recommended that You use a “failover” number that can be configured in the website app.talkengine.io so that You can receive calls in the event of an outage. You shall not resell or transfer the Service or the Device to another party. You are prohibited from using the Service or the Device 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. We reserve the right to immediately terminate or modify Your Service if We determine, in our sole and absolute discretion, that You have at any time used the Service or the Device for any of the aforementioned or similar activities.

If Your usage pattern for calls to the forty-eight (48) contiguous state local calling areas shows signs of initial abuse or violations to the Telecommunications Consumer Protection Act (TCPA) Talk Engine may suspend services without notice. Furthermore, if any products such as PBX phone lines show patters of abuse to area codes in all (48) contiguous states, you may be subject to additional fees at $.03 per minute. A metered use account will have a domestic long distance use allowance of 1500 minutes per user or per line, and additional domestic use for calls to the 48 contiguous state local calling areas will be billed at the then in effect domestic long distance rate, currently $.03 per minute.

Additionally, For customers utilizing Talk Engine’s underlying network for call termination and origination, whose total Short Duration Calls (defined as calls with a duration of 6 seconds or less) are more than ten percent (10%) of total calls during a monthly billing period, a Short Duration Call surcharge of $.02 per call will be assessed for all Short Duration Calls above such 10% threshold. The calculation is based on and is applied against 1+ Long Distance and 8xx Toll Free Domestic calls. International and other call types are excluded from the calculation

Customer will timely report any issues, trouble or problems affecting Service to Talk Engine using a Customer-initiated trouble ticket (a “Trouble Ticket”). Trouble Ticket procedures and additional information for Talk Engine support can be found by emailing: support@talkengine.io. Calls to and from Talk Engine customer service, sales or other representatives may be recorded and/or monitored for quality assurance and training purposes and by speaking with such representatives, Customer consents to such recording and/or monitoring.

LIMITATIONS OF SERVICE

  1. Customer acknowledges, and agrees, to the following limitations of service: 
  2. Not a telecommunications service . The Service is not a telecommunications service and the Company provides it on a best efforts basis. Important distinctions exist between telecommunications service and the Service offering that We provide. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect Your rights of redress before regulatory agencies. 
  3.  Operator assisted calling. The 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 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) Services in one or more (or all) Service areas. 
  4. Phone numbers. The phone numbers You obtain from Us for Commercial Service will not be listed in any telephone directories by Talk Engine. Phone numbers transferred from Your local phone company may, however, be listed. As a result, someone with Your phone number may not be able to utilize a reverse directory to lookup Your address.  
  5. Compatibility with other devices and systems. The Service may not be compatible with fax machines and DVR-type services. All non-voice communications equipment, including but not limited to, home security systems or alarm systems that are set up to make automatic phone calls, modems, data modems, any device that relies upon a modem, or other hearing impaired devices, and medical monitoring devices (“Non-Voice Systems”), are not compatible with the Service and may be interrupted or permanently disabled by installation or operation of the Service. You should maintain a telephone connection through Your local exchange carrier in order to use any alarm monitoring functions for any security system installed in Your home or business. You are solely responsible for the operation and use of such Non-Voice Systems with the Service, including taking any necessary steps, as permitted under Your agreements with the Company, to ensure compatibility between such Non-Voice Systems and the Service. 
  6. Other providers. You authorize the Company to act on Your behalf, as Your agent, in moving Your telephone number and related local and long distance services from Your current provider to the Company or any of its wholesale service providers. You acknowledge that the Company may change wholesale providers from time to time and may move Your phone number from one wholesale carrier to another at any time. You acknowledge that the Company will become the customer of record for all phone numbers that We move or “port” to the Service. 
  7. Security. The Service relies upon portions of the public Internet, and third party networks, to transmit voice and other communications signals. The Company cannot, and does not, guarantee that the Service is secure, or can be used in a secure manner. Optimal service from company requires a secure internet connection. 
  8. High-Risk Uses. The Service is not fail-safe or designed or intended for use in situations where error-free or uninterrupted service is essential, including uses involving vital communications in which an error or interruption in the Service could lead to injury to business, persons, property or the environment (“High-Risk Uses”). 

REVISIONS, AMENDMENTS, OR MODIFICATIONS TO THESE TERMS

The Company may change this Service Agreement or the Service from time to time by posting a revised version of this Service Agreement or announcing Service changes on the Company’s website currently located at: http://talkengine.io/terms-conditions/. Such changes may include, without limitation, increasing the charges for the Service, including any additional features that may be offered in conjunction with the service. Changes will become effective once posted, and Your continued use of the Service will constitute Your acceptance of any such changes. However, if You do not wish to continue Service after a change or modification in features or functionality that materially effects the Service to You, You may terminate this Service Agreement by providing written notice to the Company within (30) days of the effective date of the modification.

TERMINATION OF SERVICES

To cancel or terminate the Company’s Residential or Business Service, You must contact our offices at 385-000-0000 and provide written notice at least ten (30) days before the end of the monthly term in which the notice is given. If You DO NOT notify Us that You are porting (moving) Your phone number to a new phone company, We will turn off Your TALK ENGINE Phone service and terminate billing at the end of the current billing term. If You DO notify Us that You are porting (moving) Your phone number to a new phone company, We will be required to leave Your TALK ENGINE Phone Service active until You or Your new phone company notify Us that the port-away has completed. The phone service must remain active until the port-away has occurred or your phone number may be lost. Once We’re notified that the port-away has completed (either by Your new phone company or by You returning the Linksys Phone Adapter to Us), We’ll turn off Your TALK ENGINE Phone Service and terminate billing at the end of the current billing term. All equipment must be returned to our Corporate offices. It should not be left with a company representative. It should be returned to: TALK ENGINE , 1619 W Timp Meadows Drive Lehi UT 84043. You authorize the Company and its agents to charge any Equipment replacement charge to the credit card or bank account on file with the Company within 30 days of the account cancellation. If the Company is unable to obtain a charge authorization for the full amount due, You agree to provide alternative payment in the form of a money order, cashiers check, or other certified bank check within 10 days of notification of the amount due. You bear all risk of loss of, theft of, casualty to or damage to the Equipment; from the time it is shipped to You until the time (if any) when it is returned to Us in accordance with this Agreement. 

If You are canceling Service it is Your responsibility to notify Us if You have requested TALK ENGINE to port Your number from another company and it has not yet completed the porting process. The Company will attempt to cancel the porting of Your number to TALK ENGINE once You’ve notified Us of Your intent to cancel. If the porting has completed, it is Your responsibility to notify Your new phone provider to port Your number from Us. 

We reserve the right to suspend or discontinue the Service generally, or to terminate or suspend Your Service for failure to rectify a violation of the Service Agreement within 10 days after receiving notice thereof from the Company. If We discontinue the Service generally, or terminate Your Service, You will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges. If Your Service is terminated on account of Your failure to correct any breach of any provision of this Agreement, You will be responsible for charges to the end of the current term, including, without limitation, unbilled charges, plus the termination fee, if applicable, all of which will immediately become due and payable. Service may be suspended by the Company without prior notice if necessary to comply with applicable laws or to preserve the integrity of service to other Customers. If service is suspended without prior notice, the Company will use reasonable efforts to notify Customer of the suspensions and the reason for suspension within one (1) business hour of suspension. 

SERVICE REQUIREMENTS AND AVAILABILITY

You must supply certain equipment and facilities, such as a phone handset or equivalent, installed phone wiring and outlets, and a powered electrical outlet. You are responsible for supplying and ensuring that the equipment You supply is compatible with the Service and meets federal and other applicable standards. You represent that You either own Your equipment or have the right to use that equipment in connection with the Service. The Company shall have no obligation to provide, maintain, support or service Your equipment. If Your Internet Access Service is terminated, suspended or disconnected for any reason, the Service will not be available until You reestablish Your Internet Access Service with the Company. 

 
 

FEES, TAXES AND OTHER CHARGES

 These fees and charges may change from time to time. If You make calls to locations outside the US, It’s Territories, and Canada, International rates will apply. These rates are published on the website http://talkengine.io. You will be charged $.89 for each call You make to Directory Assistance. 

911 EMERGENCY SERVICES

Carefully read the information below. By acceptance, and use, of the VOIP Service You acknowledge and accept any limitations of 911/E911 service, and You agree to convey these limitations to all persons who may have occasion to place calls over the VOIP service. If You have any questions about 911/E911, call 385000-0000. 

LIMITATIONS ON 911 EMERGENCY SERVICE: The VOIP Service includes 911/Enhanced 911 functionality (“911/E911”) that may differ from the 911 or Enhanced 911 function furnished by other providers. As such, it may have certain limitations. E911 service includes transmission of your telephone number, and information you provide to TALK ENGINE about the physical location of the equipment and facilities that are used to provide your VOIP Service (“Registered Location”). When you dial 911, your emergency services call will be routed to the applicable Public Safety Answering Point, or other applicable emergency services call center, or local emergency authority (“PSAP”). If the PSAP is capable of receiving your telephone number and Registered Location (“E911 Information”), such information will also be conveyed to the PSAP when you dial 911. 

REGISTERED LOCATION: USE OF THE VOIP SERVICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR 911 CALL OR E911 INFORMATION TO BE ROUTED TO THE WRONG PSAP, MAY CAUSE EMERGENCY RESPONSE PERSONNEL TO BE DISPATCHED TO THE WRONG ADDRESS, AND MAY RESULT IN OTHER PROBLEMS WITH ACCESSING AND OBTAINING EMERGENCY SERVICES, INCLUDING BUT NOT LIMITED TO YOUR INABILITY TO RECEIVE EMERGENCY SERVICES. AS A RESULT, YOU MUST UPDATE YOUR REGISTERED LOCATION WITH TALK ENGINE BEFORE USING THE VOIP SERVICE AT A NEW LOCATION. TO UPDATE YOUR REGISTERED LOCATION, CONTACT TALK ENGINE CUSTOMER CARE AT 3850000000 OR AT THE ADDRESS SET FORTH AT www.talkengine.io. OR REACH VIA EMAIL AT support@talkengine.io. 

EVEN IF YOU USE THE VOIP SERVICE FROM YOUR REGISTERED LOCATION, TRYING TO CALL 911 OR OBTAIN EMERGENCY SERVICES THROUGH A 911 CALL MAY FAIL FOR A NUMBER OF REASONS, INCLUDING: 

  1. POWER FAILURE – IF THERE IS A POWER OR INTERNET OUTAGE OR INTERRUPTION, YOU WILL NOT BE ABLE TO USE THEVOIPSERVICE FOR ANY 911 OR OTHER EMERGENCY CALLS (AFTER SUCH AN EVENT, YOU ALSO MAY NEED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE YOU CAN CALL 911).
  2. TERMINATION OR SUSPENDED SERVICE – IF YOUR VOIP SERVICE OR INTERNET ACCESS SERVICE IS INTERRUPTED, SUSPENDED OR CANCELLED FOR ANY REASON (INCLUDING DUE TO TECHNICAL PROBLEMS, YOUR FAILURE TO PAY TALK ENGINE, OR TERMINATION OF THIS VOIP SERVICE AGREEMENT), YOU WILL NOT BE ABLE TO USE THE VOIP SERVICE TO CALL 911;
  3.  TRANSFERRED NUMBER – AS DESCRIBED FURTHER BELOW, IF YOU TRANSFER A TELEPHONE NUMBER FROM YOUR TRADITIONAL TELEPHONE SERVICE, THERE MAY BE A DELAY OR INTERRUPTION IN YOUR ABILITY TO USE THE VOIP SERVICE TO CALL 911;
  4.  UPDATED LOCATION INFORMATION – AS DESCRIBED FURTHER BELOW, IF YOU USE THE VOIP SERVICE AT A NEW REGISTERED LOCATION, IT MAY TAKE SEVERAL DAYS AFTER YOU NOTIFY TALK ENGINE OF THE NEW REGISTERED LOCATION BEFORE 911 CALLING OR E911 FUNCTIONS WILL BE AVAILABLE; AND
  5.  TECHNICAL LIMITATIONS – NETWORK CONGESTION, RADIO INTERFERENCE, WEAK WIRELESS SIGNALS, OR OTHER CAUSES OF REDUCED INTERNET ACCESS SERVICE PERFORMANCE MAY PREVENT YOU FROM USING THE VOIP SERVICE TO CALL 911 OR MAY DELAY THE ROUTING OF YOUR 911 CALL OR E911 INFORMATION. YOU SHOULD NOT RELY ON THE VOIP SERVICE AS YOUR PRIMARY METHOD TO OBTAIN EMERGENCY SERVICES. IF YOU DO NOT FEEL COMFORTABLE WITH THESE LIMITATIONS, WE SUGGEST YOU MAKE ALTERNATIVE METHODS AVAILABLE TO CALL 911 OR OTHERWISE OBTAIN EMERGENCY SERVICES, SUCH AS THROUGH A TRADITIONAL TELEPHONE LINE OR A MOBILE PHONE. 

LIABILITY: YOU ACKNOWLEDGE AND AGREE THAT TALK ENGINE WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE, INABILITY TO DIAL 911, AND/OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS TALK ENGINE AND ITS ASSOCIATED PARTIES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PARTY OR USER OF THE SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE SERVICES, INCLUDING THOSE RELATED TO 911/E91YOU ACKNOWLEDGE THAT YOU ARE AWARE OF AND UNDERSTAND THE FOREGOING LIMITATIONS AND AGREE TO ADVISE ALL PERSONS WHO MAY CONDUCT CALLS USING YOUR VOIP SERVICE OF THE SAME. 

“REVERSE 911” SERVICE: “Reverse 911” service is a telephonic community notification system that may be used to deliver outbound messages in the event of an emergency. The system employs a combination of database and mapping technologies to allow emergency responders to pinpoint a specific geographic area and deliver the appropriate message to residents in the affected are Certain systems have the ability to call both listed and unlisted phone numbers. Subscribers should contact their local public safety agencies to determine if the number used in the provision of the VOIP Service can be registered with the local public safety agency. The technical limitations associated with the provision of Reverse 911 service are due entirely to the local public safety agency’s network and systems capabilities. The Company shall not be liable for any failures, loss of service, interference, or incompatibility of the VOIP Service and any Reverse 911 service offered by local public safety agencies. Further, the Company offers no warranties, either express or implied, as to the availability of such Reverse 911 services, or their compatibility with the Service. 

PROHIBITED USES

You shall use the Service and the Device only for lawful purposes. We reserve the right to immediately terminate Your Service if, in our sole and absolute discretion, We determine that You have used the Service or the Device for an unlawful purpose. In the event of such termination, You 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 Your Service. If We believe that You have used the Service or the Device for an unlawful purpose, We may forward the relevant communication and other information, including Your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, TALK ENGINE will provide information in response to law enforcement requests, subpoenas, court orders, to protect it’s rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer or others. 

You shall not use the Service or any Talk Engine device in any way that is threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of another’s privacy. We reserve the right to immediately terminate Your Service if, in our sole and absolute discretion, We determine that You have used the Service or the Device in any of the aforementioned ways. In the event of such termination, You 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 Your Service. In addition, TALK ENGINE will provide information in response to law enforcement requests, subpoenas, court orders, to protect it’s rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer or others. 

The Company has no obligation to monitor the Service or any User’s use thereof or retain the content of any User session. However, the Company reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. The Company reserves the right to implement reasonable network management practices to ensure service quality levels are maintained. 

You agree not to share (or re-sell) the Service with anyone not residing at the Service address. 

You agree to comply with all Telecommunications Consumer Protection Act regulations.  

LOCAL NUMBER PORTABILITY

If You are transferring Your existing phone number from another service provider for use with the Service, the following terms and conditions also shall apply: 

  1. You will cooperate fully with the Company and provide promptly all information, including a letter of authorization or other documentation, as requested by the Company in connection with the processing of Your order for Service; 
  2. You authorize the Company to notify Your current telephone service provider of Your decision to switch Your local, local toll and long distance services to the Service, and You represent You are authorized to take such actions; 
  3. You acknowledge that if You set up the Service prior to the date that the number switch becomes effective (the “Port Effective Date”), You may be able to place outgoing calls but not receive incoming calls over the Service, and may not be able to make 911 or other emergency calls over the Service, until the Port Effective Date (in such a case, You should keep another phone connected to an existing phone extension at Your service location to receive incoming calls until the Port Effective Date); and 
  4. You acknowledge that if the Service is not yet activated as of the Port Effective Date, Your existing phone service for the number You are transferring will be disconnected and You will have no service for that line. To help avoid an interruption in Your phone service, You should install the Service prior to, or on, the Port Effective Date. An estimate of the Port Effective Date may be sent to You by the Company following Your completion of the ordering process, but this is only an estimate and not a guarantee of the Port Effective Date; and 
  5. You acknowledge that the Company may use call detail, and customer proprietary network information, for all lawful purposes, including but not limited to actions related to the initiation, rendering, billing and collection of the Service. Further, such actions also include the use of such information for the purposes of testing, verifying, and otherwise assuring that the Service is delivered to You. 

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES OR LIABILITIES, AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATED TO: 

  1. DEVELOPING, INSTALLING, OPERATING, PROVIDING, IMPLEMENTING, MAINTAINING OR PARTICIPATING IN A 911 EMERGENCY TELEPHONE SYSTEM OR SIMILAR EMERGENCY SYSTEM OR ENHANCED 911 TELEPHONE SERVICE, INCLUDING WITHOUT LIMITATION (i) RECEIVING, DEVELOPING, COLLECTING, OR PROCESSING INFORMATION FOR E911 DATABASES, (ii) RELAYING, TRANSFERRING, OPERATING, MAINTAINING, OR PROVIDING 911 OR E911 SERVICES OR SYSTEM CAPABILITIES, OR (iii) PROVIDING EMERGENCY TELEPHONE AND RADIO COMMUNICATIONS FOR AMBULANCE, POLICE AND FIRE DEPARTMENTS; 
  2.  INTERFERENCE OR INCOMPATIBILITY WITH OR DISRUPTION OF ANY NON-VOICE SYSTEMS, WHETHER CAUSED BY THE VOIP SERVICE, INTERNET ACCESS SERVICE, ANY EQUIPMENT, OR OTHERWISE; 
  3. ANY LACK OR BREACH OF SECURITY YOU OR ANY OTHER PARTY MAY EXPERIENCE OR BE EXPOSED TO WHILE USING THE VOIP SERVICE; OR 
  4. USE OF THE SERVICE FOR OR IN CONNECTION WITH ANY HIGH-RISK USES. 
  5. Our liability under this agreement will not exceed the Service charges for the affected time period. The Company will not be responsible for third-party fees or charges, including but not limited to, banking fees, overdraft fees, cellular phone or other wire line charges, technician charges, or other similar charges. 
  6. This Section 11, Limitation of Liability, will survive termination or expiration of this Service Agreement, whether terminated by You or the Company, for any reason. 

UNLIMITED USE OF SERVICE

The Company offers unlimited local and domestic long distance calling for residential or business use subject to the following limitations. Use of the service, including for any telemarketing purposes, that results in excessive use is strictly limited. The Company determines excessive use according to criteria identified at its sole discretion and control, regardless of prior history. Subscribers that engage in excessive use will, at the Company’s discretion, be subject to immediate termination, or will be converted to a metered rate plan.

PRIVACY

The Company utilizes, in part, the public Internet and third party networks to transmit voice and other communications to and from the Subscriber. The Company is not liable for any lack of privacy which may be experienced with regard to the Service. Furthermore, the Service is offered over a platform that does not allow for the Company to encrypt the voice signals delivered over its network. Finally, the Company can not guarantee, or protect, against the possibility that third parties may improperly attempt to capture signals, or communications, sent over the network. 


Additional information concerning the steps that the Company takes to protect Your privacy, and related issues, is provided in the Company’s privacy policy, CALEA and CPNI compliance policies, which are available upon request. 

BY SIGNING THE INSTALLATION AGREEMENT, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU SHOULD NOT SIGN THE AGREEMENT OR USE THE SERVICE. 

I HAVE READ AND UNDERSTAND THIS SUBSCRIBER AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS. 

BILLING & PAYMENT

  1. Payment. Billing will commence on the Service Activation Date and will not be delayed due to Customer’s readiness to accept or use the Service. In the event the Service includes a Private Circuit, billing for the Private Circuit will begin on the date the Private Circuit is delivered to any Customer Location. Customer shall pay Company for all MRC, NRC and Usage Charges, as well as applicable Taxes and Fees, as set forth on any applicable invoice or otherwise associated with the Services. Any applicable set-up charges, MRC, professional services fees, and Taxes and Fees are billed in advance. Early termination fees or charges, Usage Charges, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination for any reason, all outstanding charges are due and payable in full by the invoice due date.  
  2. Pricing Changes. Talk Engine reserves the right to amend or modify pricing for any Services, or modify or adapt the Services, in response to certain changes to Applicable Laws or third-party costs beyond the reasonable control of Talk Engine to the extent such changes or costs significantly alter the feasibility or economics of providing or maintaining the Services. In such event, the Parties will use good faith efforts to negotiate appropriate changes to this Agreement. If the Parties cannot reach agreement within thirty (30) days after either Party’s notice requesting renegotiation, Talk Engine may, on a prospective basis after such 30-day period, increase pricing or modify the Service; provided, however, that Talk Engine shall provide Customer written notice of any increased pricing and Customer may upon notice given to Talk Engine within sixty (60) days after delivery of the notice of the increased pricing terminate the affected Service without liability for an early termination fee or charge.  
  3. Applicable Rates and Charges. Except as expressly provided otherwise in the SA, the rates and charges for Services shall be effective during the Initial Term of Service and during any Renewal Term except that, for non-international Service rates and charges not specifically published in the SA, the Company may modify the applicable rates and charges with not less than twenty (20) days prior notice to the Customer. For international Service, the Company may modify the applicable rates and charges upon five (5) days’ notice to Customer. 
  4. Payment Due. Customer shall pay interest at the lesser rate of (a) 18% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of Talk Engine‘s rights to collect the full amount due. Talk Engine may assess an additional fee equal to the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any check returned for nonpayment.  
  5. Disputes. If Customer reasonably disputes any portion of a Talk Engine invoice, Customer must timely (a) pay all undisputed fees and charges, and (b) submit written notice (as provided below) of the disputed amount. All disputed claims (except those for Service Credits) must be submitted to Talk Engine in writing within sixty (60) days from the date of the invoice for those Services. Customer waives the right to dispute any charges not disputed within such 60- day period. The Parties will cooperate in good faith to resolve any such disputes. In the event that the dispute is resolved against Customer, Customer shall pay such disputed amounts plus interestTalk Engine may charge a late fee equal to five percent (5%) of any amount not paid when due.  

INDEMNIFICATION

Customer acknowledges and agrees that Talk Engine‘s liability is strictly and expressly limited for any Service outage and/or inability to complete emergency 911 calls from any Customer line or Customer site or to access emergency service personnel, as set forth in the Universal Terms of Service available at www.talkengine.io. CUSTOMER SHALL PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS TALK ENGINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AND AGENTS AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICE, FROM ANY AND ALL CLAIMS, LAWSUITS, LOSSES, DAMAGES, LIABILITY, FINES, PENALTIES, COSTS, AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS, ARISING FROM, OR RELATED TO, ANY ABSENCE, FAILURE, OR OUTAGE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, EMERGENCY 911 CALLING AND/OR INABILITY OF CUSTOMER OR ANY CUSTOMER EMPLOYEE, THIRD PERSON OR PARTY, OR USER OF TALK ENGINE’S SERVICE TO BE ABLE TO CALL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL. IN NO EVENT SHALL TALK ENGINE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES RELATED TO CUSTOMER’S (OR ANY CUSTOMER EMPLOYEE, AGENT, OR CONTRACTOR, OR THIRD PERSON OR THIRD PARTY OR USER OF TALK ENGINE’S SERVICE) USE OF OR INABILITY TO USE E911 SERVICES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without reference to its principles of conflict of laws. Customer and Talk Engine both hereby irrevocably agree that any suit brought by either Party arising out of or relating to these Terms shall be brought in the State of Utah, Salt Lake County, Salt Lake City, and Customer and Talk Engine both Talk Engine UTOS (May 2019) hereby submit to the personal jurisdiction of such court. The Parties both hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either Party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. In the event an action is brought or an attorney is retained by either Party to enforce the terms of these Terms or to collect any monies due hereunder, the prevailing Party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney’s fees, court costs, reasonable costs of investigation and other related expenses incurred in connection therewith.