Terms & Conditions
Controlbox.com LLC Service Agreement
1.1 standard terms and conditions
This is an agreement ("Agreement") for enhanced telecommunication, fax, telephone, and/or long distance services ("Service") between your Company ("Customer") and ControlBox.com LLC ("CONTROLBOX") and may include Service related to a number or numbers assigned to you ("Number"). Your Service may include the use of telephony devices (“Device”) that you may procure from ControlBoxor another supplier. Any of the following actions constitutes your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization of the Service, either on the telephone or web page, through the use of your Number and phone password, (ii) your registering for Service on our Web page and selecting "I Accept" as part of the registration process, or (iii) your signature on a CONTROLBOX Setup Form.
1.2 service
CONTROLBOX will provide Service including advanced call routing, multiple extensions, integrated voice and fax mail, follow-me calling, and other features to Customer. Service may vary due to conditions beyond the control of CONTROLBOX including the type and condition of the Customer's equipment. Service is subject to interruption or limitation due to factors such as: network capacity limitations, installation, repair, modification to the network, restrictions by CONTROLBOX's long-distance providers, CONTROLBOX's efforts to combat fraudulent use, non-payment, or other legitimate business and operational reasons. Service is furnished on the condition that there will be no fraudulent use or abuse of the Service. Any attempt by Customer to abuse or to fraudulently use Service may result in the immediate termination of Service.
1.3 term
The term of this Agreement begins on the date we activate Service for you or your Number. For monthly-billed Service plans, this Agreement will automatically renew each month. Annually billed Service plans will automatically renew each year for a one year term. This Agreement may be terminated by either party upon 30 days’ notice.
1.4 fair use policy
CONTROLBOX has adopted the following Fair Use Policy to enhance and protect the use of the Internet and CONTROLBOX Services for all users of the Services. Please read carefully
1.4.1. Lawful purposes only. You may use our Service and your Device only for lawful, proper and appropriate purposes. You may not use our Service or your Device in any way that is illegal, improper or inappropriate. A non-exhaustive list of examples of illegal, improper or inappropriate uses of our Service and/or Devices includes:
1.4.1.1. Interfering with our ability to provide Service to you or other customers, or avoiding your obligation to pay for the Service.
1.4.1.2. Use of the Service to threaten, abuse, harass, defame, deceive, defraud or invade another’s privacy or engage in any similar behavior.
1.4.1.3. Use of our Service or your Device for: auto-dialing; continuous or extensive call forwarding, fax or voicemail broadcasting or blasting.
1.4.1.4. Use of our Service or your Device to: impersonate another person; send bulk unsolicited messages; use robots, data mining techniques, or other automated Devices or programs to catalog, download, store, or otherwise reproduce or distribute information from our Service or use any automated means to manipulate our Service.
1.4.1.5. Violating any law, rule, or regulation; violate any third party’s intellectual property or personal rights; or exceed your permitted access to our Service.
1.4.1.6. Use of the Service for transmitting or receiving any communication or material of any kind which would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or encourage conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law.
1.4.2. Right of Termination. CONTROLBOX reserves the right to terminate your Service immediately and without advance notice if CONTROLBOX, in its sole discretion, believes that you have violated restrictions in this agreement, leaving you responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, all of which immediately become due and payable.
1.4.3. Monitoring. We may monitor the use of our Service for violations of this agreement. We may remove or block all communications if we suspect a violation of this agreement, or if we think it necessary in order to protect our Service, or CONTROLBOX, its parent, affiliates, directors, officers, agents, and employees from harm.
1.4.3.1. Providing information to authorities and third parties. If we believe that you have used our Service or your 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 consent to our forwarding of any such communications and information to these authorities. In addition, we may disclose your name, telephone number, credit card information, and other personal information, any communications sent or received by you, and any other information that we may have about your account, including but not limited to, types of service, length of service, MAC address(es), IP address(es), email address(es), registered 911 address, and all other account information, as follows: in response to law enforcement or other governmental agency requests; as required by law, regulation, rule, subpoena, search warrant, or court order; as necessary to identify, contact, or bring legal action against someone who may be misusing the Service, the Device, or both; to protect CONTROLBOX’s rights and property; or in emergency situations where disclosure of such information is necessary to protect CONTROLBOX customers or third parties from imminent harm.
1.4.3.2. Use of Service and Device by Customers Outside the United States. Although we encourage you to use our Service to call foreign countries from the United States and to use our Service as you travel, the Service is designed to work in the United States and Canada. Our Service is designed to work generally with unencumbered high-speed internet connections. However, if the high-speed internet connection you are using is not within a CONTROLBOX service area or your ISP or broadband provider places restrictions on using VoIP services, we do not claim that they will allow you to use our Service. You will be solely responsible for any violations of local laws and regulations or violations of ISP and broadband provider terms of service because of your use of our Service. All use of CONTROLBOX Service to or from areas outside the United States is at your own risk
1.4.3.3. No Transfer of Service. You may not resell or transfer your Service or your Device or provide a telephone service to anyone else by using your CONTROLBOX Service or features of your CONTROLBOX Service without our first receiving your notification through a Change of Ownership form.
1.4.3.4. No Alterations or Tampering. If you copy or alter or have someone else copy or alter the firmware or software of the Device in any way that facilitates a compromise of your service, you are responsible for any charges that result. You may not attempt to hack or otherwise disrupt our Service or make any use of our Service that is inconsistent with its intended purpose.
1.4.3.5. Theft of Service. You may not use or obtain our Service in any manner that avoids CONTROLBOX policies and procedures, including an illegal or improper manner. You will notify us immediately if your Device is stolen or if you believe that your Service is being stolen, fraudulently used, or otherwise being used in an unauthorized manner. When you notify us of one of these events, you must provide your account number and a detailed description of the circumstances of the theft, fraudulent use, or unauthorized use of Service. If you fail to notify us in a timely manner, we may disconnect your Service and levy additional charges on you. Until you notify us, you will be liable for all use of our Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service.
1.4.4. Flat Rate Plans. CONTROLBOX reserves the right to review usage of flat-rate plans to ensure that you are not abusing such plans. You agree to use the flat-rate plans for normal voice or fax calls and will not employ methods or devices to take advantage of flat-rate plans by using the voice or fax services excessively or for means not intended by CONTROLBOX. Flat-rate services may not be used for monitoring services, data transmissions, transmission of broadcasts or transmission of recorded material. CONTROLBOX may terminate your Service or change your Service plan if, in its sole discretion, you are abusing the flat-rate plan. All Flat-Rate Plans are subject to all of the Prohibited Use and Fair Use limitations set forth in this Fair Use Policy. In addition, all flat-rate plans are subject to the following terms and conditions: • Flat-Rate Plans are for normal residential or business use. • Flat-Rate Plans cannot, under any circumstances, be used for call-in lines, call centers, trunking (to a PBX or otherwise), continuous or extensive call forwarding, autodialing, fax blasting, telemarketing (including without limitation charitable or political solicitation and/or polling), junk faxing, fax spamming, or other high volume or multi-person calling or faxing purposes. • Excessive Use of Flat-Rate Plans is prohibited. "Excessive Use" is defined as usage that exceeds 5000 minutes per extension of which 2000 minutes can be outbound connected to the PSTN. Users will be charged 2.9 cents a minute for each minute exceeding the amount defined as "Excessive Use."
1.4.5 Fax Services. Internet-based fax services are built into many CONTROLBOX products. Both inbound faxes sent to your company on any CONTROLBOX number and outbound faxes from your company use plan minutes and/or are subject to the above fair use policies. In addition, each account is allowed up to 100 pages per month of outbound faxes at no charge. Additional fax pages sent will accrue a charge of 5.9 cents per page.
You are fully responsible for the contents of your transmissions through the Service. However, CONTROLBOX reserves the right to take any action with respect to the Service that it deems necessary or appropriate in its sole discretion if CONTROLBOX believes you, your usage, or your information may create liability for CONTROLBOX, or compromise or disrupt CONTROLBOX products or services for you, other customers, or CONTROLBOX suppliers, agents, or other associates. Your use of the Service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities or false advertising). You agree: (1) to comply with all laws regarding the transmission of technical data exported from any country through the Service; (2) not to use the Service for any illegal purpose; (3) not to interfere with or disrupt networks connected to the Service; (4) to comply with all regulations, policies and procedures of networks connected to the Service; (5) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (6) not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. The Service makes use of the Internet for you to send and receive information of your own choosing. As a result, your conduct is subject to Internet regulations, policies and procedures. You agree not to use or reference the Service for chain letters, junk fax or junk mail, spamming or any activity making use of distribution lists to any person who has not given specific permission to be included in such a process or on such list. You further agree not to attempt to gain unauthorized access to other computer systems. You shall not interfere with another customer's use and enjoyment of the Service or another entity's use and enjoyment of similar services.
1.5 emergency 911 services
Emergency 911 services are provided by ControlBoxas part of Virtual PBX's VoIP phone service. Emergency 911 services (including Enhanced 911 or "E911") provided by ControlBox may differ in certain respects from the emergency calling services provided by a traditional wire-line telecommunications provider. These differences may have an adverse impact upon the ability or timeliness of the provision of 911 services to you or others in the event of an emergency. In addition, due to limitations on technology, the location reported by ControlBox to the public safety dispatcher for your telephone may not include your specific location within a business premise. You are responsible for the accurate reporting of the physical location where the Service is to be used and for instructing each employee that he/she must provide ControlBox with the specific location in which they are located within your premises in the event of an emergency. You are required to maintain valid E911 addresses for each of your physical locations where ControlBox Service is deployed. Should an emergency arise, emergency services may be delayed or unable to respond to your needs if your account does not have a valid E911 address on file. Not keeping ControlBox apprised of the physical location of the phone could result in a charge of $150 to your account. In the event that any equipment used to provide Service via the Internet is moved to another location, you are responsible for notifying ControlBox, updating your account records to reflect the new Service Address where the Service is to be provided, and for instructing each employee that he/she must update ControlBox promptly when such employee changes the physical location to which the Service is being provided. Even though you will be able to use the Service without interruption in the event you change the physical location where the Services are to be provided, it may take time to update emergency dispatch information, which could result in the failure to dispatch emergency personnel to the proper location. The documentation that accompanies each Device that you purchase should include a sticker concerning the potential non-availability of traditional 911 or E911 dialing (the "911 Sticker"). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker on or near each Device that you use with the Service. If you did not receive a 911 Sticker with your Device, or you require additional 911 Stickers, please contact Customer Support at 888-825-0800 option "2" or email support@ControlBox.com LLC. Enhanced 911 service has several limitations. Such limitations, including those discussed above, may prevent you from making emergency calls and include but are not limited to any of the following: • Loss of electrical power • Loss of Internet connection for any reason • Defective customer premises equipment • Network congestion • Delays from updating your registered Service Address
1.6 use of service and number
You agree not to use the Service for any unlawful or abusive purpose or in any way which interferes with our ability to provide Service to our customers, or damages our property. You agree not to use the Service for any illegal activities. Resale of your Number, the Service, or any part thereof, is prohibited without prior contractual arrangements with us and any required regulatory approvals. If your Service is fraudulently used, you must immediately notify us. We have the right to interrupt or restrict Service to you, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. You should change your Phone Password (PIN) and web password once each month. Upon termination of the Service, Customer's right to use the Service immediately ceases. Customer shall have no right and CONTROLBOX will have no obligation thereafter to forward any unread or unsent messages to Customer or any third party.
1.7 ownership of number
You understand and agree that you are not the owner of any telephone number assigned to you by CONTROLBOX. Ownership of any such phone number is vested solely in CONTROLBOX (who will assign or re-assign such numbers to you for your use during the term of this Agreement). You understand and agree that (a) CONTROLBOX may from time to time need to change the number assigned to you (due to an area code split or for any other reason outside of CONTROLBOX's control) and (b) following the termination of your ControlBox account for any reason you will no longer have access to such number. In either case, such phone number may be re-assigned immediately to another customer and you agree that CONTROLBOX will not be liable for damages (including consequential or special damages) arising out of any such re-assignment and you hereby waive any claims with respect to any such re-assignment, whether based on contract, tort or other grounds, even if CONTROLBOX has been advised of the possibility of damages. In the event that the Service associated with your ControlBox number is being terminated, then CONTROLBOX will, upon your written request and through standard porting procedures, allow you to move your ControlBox number from CONTROLBOX to an alternate carrier provided that (a) the termination of Service is not due to a default; that (b) all fees and charges for the Service, whether or not then due, have been paid in full; and, (c) a $50 port-away fee is paid to CONTROLBOX. The timing of the port completion is determined by the winning carrier. CONTROLBOX is not notified by the winning carrier when the port is complete. Therefore it is the Customer's responsibility to communicate with CONTROLBOX when the number has been ported away and is fully functional on the winning carrier's service. Then CONTROLBOX will remove the number from the Customer's system. Porting away the last number on the Customer's CONTROLBOX Service will not automatically cancel the Customer’s account. It is the Customer's responsibility to communicate with CONTROLBOX when the number has been ported away and is fully functional on the winning carrier’s service. At that point, the Customer must cancel his/her account by logging in to the vBilling portal (System Administrators only) or by sending an email to billing@ControlBox.com LLC. from the System Administrators email account on record. Through any of these actions, CONTROLBOX will cancel the Customer's CONTROLBOX Service.
1.8 credit verification, deposit requirements, temporary service
You represent and warrant that all information you have provided to us in connection with your registration for Service is true, accurate, current and complete. You authorize us to ask consumer reporting agencies or trade references to furnish us with employment and credit information, and you consent to our rechecking and reporting personal and/or business payment and credit history. CONTROLBOX may require Customer to make a deposit or increase an existing deposit, to establish or maintain Service which will be held as a partial guarantee of payment and cannot be used by you to pay your bill or delay payment. Unless otherwise required by law, deposits may be mixed with other funds and will not earn interest. If you default or this Agreement is terminated, we may, without notice to you, apply any deposit towards payment of charges due. If CONTROLBOX refunds the deposit to Customer, said refund will either be refunded to the credit card on file or sent to Customer by United States first class mail to Customer's last known address, depending on the customer's current payment method. At CONTROLBOX's sole discretion, Customer may receive Service prior to a credit review without waiving CONTROLBOX's right to later demand a security deposit from Customer. As part of the credit card verification process, we may debit $1.00 from your credit card. The charge will be reversed within a few days.
1.9 rates and charges
You are responsible for paying all charges to your account for Service, including but not limited to, long distance and directory assistance charges and for all taxes and surcharges imposed on you or us as a result of your use of the Service. Long distance usage on each call is billed in one-minute increments and the cost is then rounded up to the nearest cent. During the Term of this Agreement, CONTROLBOX reserves the right to change rates, terms or taxes, on or discontinue its offering of any feature of the Service. At the end of the Term, or during any subsequent month-to-month period, CONTROLBOX reserves the right to change or discontinue any rate plan to Customer.
1.10 payment for services
Any applicable installation charges and annual maintenance fees are paid for in advance. Customer shall be billed on a monthly basis under normal usage. If your call traffic exceeds a specified minimum amount at any time during your billing cycle, ControlBox reserves the right to charge your card immediately and without notice for monthly traffic costs that have been thus far accrued on the account. The minimum threshold amount may vary, depending on the type of account you have. This policy applies to accounts less than 180 days old. In order to determine your account's threshold, please email customerservices@ControlBox.com. Customers shall pay all bills in full by the due date on the bill. Payment will be deemed made when received by CONTROLBOX, unless payment is by means of a check that is later dishonored. Customer must give CONTROLBOX notice of any disputes regarding charges appearing on Customer's bill within 30 days of the date of the disputed bill, in writing, otherwise the charges will be deemed to be correct. If you have authorized payment by credit card, no additional notice or consent will be required for billings to that credit card or account. You will advise us of any changes to your credit card account, such as account number or expiration date changes. If Customer fails to pay the bill in full by the due date set forth on the bill, Customer will be liable for a late payment fee and for the interest at the rate of 1.5% per month, or a lower rate if required by state law. The interest rate may be compounded if allowed by state law. Customer authorizes CONTROLBOX to refer its account, if past due, to attorneys and/or collection agencies for further action. If any collection action is taken, Customer agrees to reimburse CONTROLBOX for reasonable attorneys' fees, court costs, and any other costs and fees, including collection agency fees, undertaken to collect past due bills and/or Cancellation Fees. No provision of this Agreement shall require the payment or collection of interest in excess of the maximum permitted by applicable law. If any interest hereby provided for is adjudicated to be unlawful, the provisions of this section shall govern and neither Customer, nor sureties, guarantors, successors, or assigns of Customer shall be obligated to pay any amount of interest, or any other sum paid for the use, forbearance, or detention of money, in excess of the lawful amount. If CONTROLBOX receives, collects, or applies as interest any such sum, such amount as permitted by applicable law shall be applied as a payment and reduction of the amount due and owing to CONTROLBOX under this or any other agreement, and if said amount has been paid in full, any remaining excess money shall forthwith be paid to Customer. We may assess an additional fee of twenty-five dollars ($25) for any check returned for nonpayment. ControlBox plan pricing assumes that calls will be routed inside the continental United States, and international routing is disabled by default. Turning on international routing requires a deposit of $250. 1.10.1 Free Trials. On some products, CONTROLBOX may offer trial accounts or trial periods. Free Trials are only available to first time customers and one account per customer. International numbers are not available for Free Trials, and other restrictions may apply. Customers must have internet access and a valid Credit/Debit Card to redeem a free trial offer. Upon registering for a Free Trial, Customers’ Credit/Debit Card will be authorized. No charges will be made against the Credit/Debit Card unless the Customer does not cancel the account prior to the end of the Free Trial period, typically, 30 days. CONTROLBOX will convert the Free Trial account to a standard account and begin billing Customer’s Credit/Debit Card automatically at the end of the free trial period if the account is not cancelled. CUSTOMERS MUST CANCEL THEIR FREE TRIAL ACCOUNTS BEFORE THE END OF THE FREE TRIAL PERIOD TO AVOID CHARGES TO THEIR CREDIT/DEBIT CARD. CONTROLBOX will continue to bill the Credit/Debit Card on a recurring monthly basis until the account is cancelled. Customers may cancel their account at any time. Once the account is converted to a standard account, CONTROLBOX will not issue credits or refunds for remaining unused trial minutes. Customers are responsible to ensure they are signing up for a Free Trial account. ControlBox will not credit or refund any amount charged if the customer signed up for a standard account instead of a Free Trial account. Free Trial accounts are not available on all products. 1.10.2 Chargebacks. Customers who intentionally use the Service with no intention of paying for the Service and later dispute the charge with their financial institution and/or refuse to pay associated charges are committing fraud and are subject to criminal and civil litigation under interstate commerce laws. Individuals who do not intend to pay for the Service are encouraged not to sign up. CONTROLBOX reserves the right to suspend Service for any account upon receipt of a chargeback. In such cases, CONTROLBOX will send a notification email to the Billing Administrator(s) of the account. CONTROLBOX may reinstate the Device of a customer’s account after receiving payment of the chargeback amount, a $15.00 chargeback fee, and any other amounts/fees due.
1.11 default
Customer shall be deemed to be in default ("Default") of this Agreement if: (a) Customer fails to pay the full amount billed to Customer under this Agreement, or any other agreement between Customer and CONTROLBOX, within 3 days after the due date; (b) you have in the past failed to pay amounts due us or an affiliate of ours (C) Customer cancels Service prior to the end of the Term of this Agreement; (d) you breach any representation to us or fail to perform any of the promises you have made in this Agreement; (d) you are subject to any proceeding under the Bankruptcy Act or similar laws ; (e) Customer engages in any activity that constitutes illegal or unauthorized use of Service or equipment; (f) Customer uses the Service or equipment in such a manner that it interferes with or adversely affects CONTROLBOX's service to any other customers, or g) Customer's usage of Service is deemed by CONTROLBOX to be excessive. If you are in default, we may, in our sole discretion and with or without prior notice, suspend or restrict Service and/or terminate this Agreement, in addition to all other remedies available to us. We may require reactivation charges to renew Service after termination or suspension. Upon termination, you are responsible for paying all amounts and charges owing under this Agreement, including any applicable cancellation fee. You agree to pay all costs including attorneys’ fees, collection costs and court costs we incur in enforcing this Agreement through any appeal.
1.12 termination of service and cancellation fees
Customer may request termination of this agreement at any time. Accounts will be cancelled by CONTROLBOX within a reasonable time. Account fees will not be prorated. Customer authorizes CONTROLBOX to terminate Customer's account at the request of persons able to provide Customer's name, unique customer account number, and the telephone number assigned to Customer under this Agreement and who is listed as a Billing Administrator in our billing portal for the account in question. Changes must be submitted online, in writing or by email to customerservice@ControlBox.com. The notice must be delivered from the email address listed for the Billing Administrator on said account. The effect of termination shall be to relieve Customer of the obligation to pay monthly fees for any months subsequent to the date in which termination becomes effective. Termination shall not impair or discharge any of Customer's obligations or liabilities for calls made or actions taken by Customer prior to the effective date of termination. Customer shall not be entitled to any refund of any portion of the setup fee or any portion of the annual maintenance fee for the annual period in which termination becomes effective or any portion of the accrued charges for the month in which termination notice was received, up until the date that the cancellation becomes effective. Customer shall not be entitled to any refund of or any portion of the minimum monthly fee for the month in which termination becomes effective. IF YOU SELECT A FIXED TERM, AND THIS AGREEMENT OR YOUR SERVICE IS TERMINATED BEFORE THE END OF THAT FIXED TERM BY YOU OR BY CONTROLBOX FOLLOWING YOUR DEFAULT (INCLUDING A FAILURE BY YOU TO MAKE PAYMENT OF AMOUNTS YOU OWE CONTROLBOX), YOU WILL BE IN MATERIAL BREACH OF THIS AGREEMENT. YOU AGREE OUR DAMAGES WILL BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND YOU AGREE TO PAY CONTROLBOX, AS A REASONABLE ESTIMATE OF OUR DAMAGES AND IN ADDITION TO ALL OTHER AMOUNTS OWING, A CANCELLATION FEE OF TWO HUNDRED AND FIFTY DOLLARS ($250).
1.13 insurance
Customer acknowledges that CONTROLBOX has no duty under this Agreement to provide insurance to the benefit of Customer against any losses caused by interruption of service.
1.14 taxes and assessments
Service under this Agreement is subject to sales, use, gross receipts, and other taxes (other than a tax imposed upon the net income of CONTROLBOX), assessments, fees, surcharges, or other governmental charges relating to the services provided, whether or not denominated as a tax, whether imposed now or in the future upon Customer or CONTROLBOX. Taxes, surcharges and assessments may be changed or added in accordance with the applicable taxing authority.
1.15 limitation of liability
CONTROLBOX shall not be liable to Customer for interruptions of service, loss of data, interception of any Customer telephone call or fax, omissions or errors of third parties, equipment failures, natural disasters, strikes, government actions, or other causes. CONTROLBOX shall not be liable if changes in operations, procedures, or services require modification or alteration of Customer’s equipment or render Customer's equipment obsolete. There shall be no reductions, set offs, or credits against the charges for service for downtime or interruption of service. In no event shall CONTROLBOX be liable to Customer for incidental, consequential, or punitive damages, including but not limited to lost profits, loss of use, or loss of business opportunity even if ControlBox has been advised of the possibility of such damages. CONTROLBOX shall not be liable for injury to Customer, other persons, or property damage through the use of any equipment or service provided under this agreement. In no event shall CONTROLBOX be liable for losses, damages, or claims arising out of customer's use or attempted use of 911 service, nor shall CONTROLBOX be liable for Customer's inability to access 911 service. This limitation of liability applies to all causes of action.
1.16 customer indemnity
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTROLBOX AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS' FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM (A) YOUR USE OF THE SERVICE, (B) ANY OTHER PERSON'S USE OF ANY ACCOUNT OR PIN YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES, OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF CONTROLBOX OR ITS EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Customer agrees to reimburse CONTROLBOX for any and all costs and reasonable attorneys' fees incurred by CONTROLBOX in defending any claims relating to Customer's misuse of service or equipment. Customer also agrees to indemnify, hold harmless, and defend CONTROLBOX against any claims relating to the service brought by Customer's callers arising from interruption of service, loss of data, interception of any customer telephone call or fax, omission or errors of third parties, equipment failures, natural disasters, strikes, government actions, or other causes beyond CONTROLBOX's reasonable control.
1.17 regulation, governing law, and severability
The provision of Service under this agreement may be regulated by federal, state, or local authority where the Service is provided. CONTROLBOX reserves the right to make changes to this Agreement and to the provision of Service under this Agreement that are necessary to comply with statutes, rules or regulations governing the provision of the Service. THE LAWS OF THE STATE OF MICHIGAN, U.S.A., EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF THE CONTROLBOXSERVICES, AND YOU EXPRESSLY AGREE THAT THE EXCLUSIVE JURISDICTION FOR ANY CLAIM OR DISPUTE ARISING FROM THE USE OF THE CONTROLBOX SERVICES RESIDES IN THE STATE AND FEDERAL COURTS OF THE STATE OF CALIFORNIA, U.S.A. AND YOU CONSENT TO PERSONAL JURISDICTION IN SUCH COURTS WITH RESPECT TO ALL SUCH CLAIMS OR DISPUTES. In the event that any action is filed to interpret or enforce this Agreement, the most prevailing party shall be entitled to recover its costs, including expert witness fees and reasonable attorneys' fees, at trial and through appeal. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect. This Agreement constitutes the entire agreement between CONTROLBOX and you with respect to your use of ControlBox services and your CONTROLBOX account, and it supersedes all prior or contemporaneous communications and proposal, whether oral or written, between CONTROLBOX and you with respect thereto. The failure of CONTROLBOX to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable.
1.18 privacy of service
Customer consents to CONTROLBOX monitoring and/or recording calls placed by you to CONTROLBOX concerning your account or the Service and you consent to our contacting you from time to time.
1.19 unauthorized usage
Customer will be furnished with a password-protected system manager's account to control access to the ControlBox through Customer's access number(s). Because of this, Customer is responsible for all telephone calls made through Customer's numbers(s). CONTROLBOX normally makes the record for all calls through Customer's number(s) available monthly to Customer; but in the case of fraud or unauthorized use of Customer's number(s), such records may be made available immediately.
1.20 account changes
You may change Service features or Service plan by notifying us and paying our standard charges, including any applicable early cancellation fee, if such applies to your Service, and by complying with any other requirements we include to accomplish the change. Changes will take effect at the beginning of your next billing cycle. You may request to have the account converted during a billing cycle for a one-time fee of $25 per conversion. Expedited conversions typically take 2-4 business days. Account fees for expedited conversions will not be pro-rated. You are limited to 3 plan conversions during any 12 month period. Additional conversions will be assessed $50 each. If you transfer to a plan having a term which is shorter than your previous plan, you may remain obligated for the term of the previous plan. Customer authorizes CONTROLBOX to make changes to Customer's account at the request of an account Systems Administrator and/or Billing Administrator able to provide Customer's name, unique customer account number, and the telephone number assigned to Customer under this Agreement. Changes must be submitted in writing or by email to customerservice@ControlBox.com. Requests to change your Service Plan should be sent to customerservice@ControlBox.com.
1.21 modification, transfer of agreement, assignment
We may change or modify this Agreement from time to time, but any such change (a) will be made in good faith, and (b) if significant (as determined in the sole discretion of CONTROLBOX), will only be made after first providing you with notice of the change. You can review the most current version of this Agreement at any time at www.ControlBox.com LLC/agreement. If you do not agree to a significant change, you may terminate this Agreement by giving us written notice within 15 days of receipt of our notice of such significant change. No hand-marked changes on this Agreement or any amendment will be valid unless we accept the changes in writing. Delivery by facsimile transmission (fax) or email to the appropriate party of a copy of a modification of this Agreement shall be effective as delivery of an original. We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of CONTROLBOX to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.
1.22 notices
Notices to you shall be effective when sent by email to the Billing Administrator and/or the System Administrator, or, at our option, 3 days following the date deposited in the US Mail addressed to your address as kept in our files. You are responsible for notifying us of any changes in your address and contact information such as email address and phone number. Written notice to us shall be effective when directed to our Billing Department and received at our email address, customerservice@ControlBox.com. Your notice must specify your name, CONTROLBOX phone number, and customer account number and must be sent from the Billing Administrator’s email for the account in question. Oral notices shall be deemed effective on the date reflected in our records.
1.23 no warranties
THE SERVICES ARE PROVIDED "AS IS,WITH THE EXEPTION OF “EQUIPMENT”, DESCRIBED BELOW. WE MAKE NO WARRANTIES REGARDING THE SERVICE WHATSOEVER AND EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. YOUR USE OF CONTROLBOXPRODUCTS AND SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES OR OTHER MATERIAL (INCLUDING CONTROLBOXSOFTWARE) OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM VIRTUAL PBX. YOU AGREE THAT NEITHER CONTROLBOXNOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE CONTROLBOXPRODUCTS OR SERVICES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF CONTROLBOXOR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF CONTROLBOXAND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THESE PRODUCTS AND SERVICES OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SOFTWARE OR SERVICES IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) U.S.$500.00. YOU HEREBY RELEASE CONTROLBOX AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by CONTROLBOX, your sole remedy for such reliance is against the third person making such representation or warranty.
1.23.1 Equipment warranty As part of their Services, CONTROLBOX may provide Equipment to End User. CONTROLBOX's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End User upon delivery to carrier. End User will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Service. End User shall be required to obtain authorization from CONTROLBOX to return any Equipment and a valid Return Material Authorization (RMA) number. CONTROLBOX will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. CONTROLBOX will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by CONTROLBOX, and End User will be responsible to pay return shipping charges.
1.24 authority
You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement.