Terms of Use

Terms of Service
Residential

Terms of Service
Business

Privacy Policy

XCHANGE TERMS OF SERVICE FOR BUSINESS CUSTOMERS

 
THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AND OURS, IN CONNECTION WITH YOUR USE OF XCHANGE’S SERVICES. PLEASE READ THEM CAREFULLY.

 
This Master Agreement is entered into between the Customer ("you", "your", "Company") and Xchange or its' affiliates ("we", "our", "us", "Xchange") and includes the Service Quotations ("Quotation") provided to you, our Acceptable Use Policy ("AUP"), located at http://www.xchangetele.com/termsofuse.aspx, as well as our Privacy Policies located at http://www.xchangetele.com/privacy.aspx (collectively, "Agreement"). Your acceptance of the Terms of Service indicates your agreement to comply with our Terms of Service, the specific terms of your Service plan (including the plan's duration and applicable early termination fee) and related policies regarding your use of the Services. You agree with and are deemed to have accepted this Agreement upon the earlier of: (a) submission of your order; (b) your accepting the Terms of Service electronically or in the course of installing the Software; (c) your use of the Service; or (d) retention of the Software we provide beyond thirty (30) days following delivery. 
 
The following terms apply to all Services (as defined below):

1. Services. The term "Service" shall mean any Xchange Telecom Corp. provided service, including, but not limited to, internet service by DSL, T1, DS3, fiber optic; telephony service provided via POTS, T1, DS3, or VOIP, any service provided under the “CentralOffice” name, and any other service (collectively, the "Service(s)"). The Service shall also include any software or hardware that we provide you in connection with the Service to which you have subscribed, and includes any sub- or secondary accounts associated with a primary account. "Content" shall mean content provided by Xchange or its third party licensors, providers or suppliers and accessible on the Service, including without limitation images, photographs, animations, video, audio, music, and text, with the exception of content uploaded by and stored on behalf of users. Xchange Web Site(s) mean the sites located at http://www.xchangetele.com; http://www.centraloffice.com; http://www.centraloffice.net/, and any other Xchange affiliated websites, which are comprised of various web pages, tools, information, software, Content, and features operated by Xchange. The Service may utilize transport service provided by your local telephone company. If you change your local telephone company, or move your local telephone service to a wireless or Internet telephone service provider we may in our discretion either immediately terminate your Service or continue to provide Service without local service at existing terms and conditions under the then-current pricing plan applicable to your Service. If your local telephone company provisions transport service to your location utilizing fiber optic technologies, we may in our discretion terminate your Service and no longer make the Service available to your location.
2. Term. This Agreement shall be effective upon your acceptance of this Agreement, as provided above, and shall continue for twelve (12) months thereafter, based on the term period and the Service plan selected (the "Initial Term"), unless otherwise modified by Xchange. In the event you change Service plans, your monthly rate and term commitment may change (depending on the plan you select); otherwise, the terms of this Agreement will remain in effect unless otherwise provided. After the Initial Term, your Service will continue on a month-to-month basis until terminated by either party as permitted by this Agreement. We reserve the right to terminate the Service (or any part thereof) in the event we cease to offer the Service generally or to your location. If we cease offering the Service or any part thereof (other than as described in Section 1, above), we will give you at least thirty (30) days advance notice. Billings for Service will automatically begin on the date provisioning of your Service is complete ("Service Ready Date") unless you are notified otherwise by Xchange, or your equipment lease provides otherwise. We may, at our election, waive any fees or charges.
3. Prices. Prices are guaranteed for the Initial Term of Service, subject to the provisions of this Section. For any Service offered on a month-to-month basis, we will give you at least thirty (30) calendar days prior notice of a price change in the manner set forth in Section ‎7.e below. Thereafter, your continued use of the Service constitutes your acceptance of the price change. If you change your Service or your Initial Term, you agree to pay the applicable monthly fee that may apply to your new Service or Initial Term arrangement. You agree to pay all charges associated with the Service and rate plan selected, including but not limited to a) applicable taxes, b) surcharges, c) Federal Universal Service Fund, tax and other recovery fees, d) telephone charges, e) activation fees, f) installation fees, g) setup fees, h) equipment charges, i) termination fees, and j) other nonrecurring charges. Notwithstanding the pricing guarantee set forth above, the taxes, fees and other charges detailed in this section a) - d) may vary on a monthly basis; any variation will be reflected in your overall monthly charge. The amounts and what is included in such charges are subject to change. You also agree to pay any additional charges or fees applied to your billing account for any reason, including but not limited to interest and charges due to insufficient credit or insufficient funds. Activation fees, installation fees, setup fees, equipment charges, and other non-recurring charges, if applicable, will be included in your first month’s bill. Monthly recurring charges will be billed one month in advance. Prepaid pricing plans will be billed in advance. Xchange or its agent will bill you directly, or bill your credit card or your local telephone bill (telephone billing available in selected areas only), as you request and as approved by Xchange. PLEASE NOTE: IF YOU ELECT TO BE BILLED FOR YOUR SERVICE ON YOUR XCHANGE PHONE BILL, BY USING THE SERVICES YOU AGREE TO HAVE XCHANGE CHARGES INCLUDED ON YOUR PHONE BILL.
4. Payment, Late Fee and Credit Related Matters. We will invoice you monthly or on a prepaid basis, as applicable. Payment to Xchange is due upon receipt of invoice and shall be made in U.S. currency. A payment received thirty (30) calendar days or more after the invoice date is considered past due. If your charges are billed by your local carrier, the Late Fee will be equal to the late payment charge that the local exchange carrier applies. If your charges are not billed by your local carrier, you agree to pay interest of 1.5% for each month or part of a month (or the maximum interest allowed by law, whichever is less), pursuant to the Heter Iska Kellali on file at Xchange. Xchange may assign unpaid delinquent charges to a collection agency for action. In the event Xchange utilizes a collection agency or takes legal action to recover monies due, you agree to reimburse Xchange for all expenses incurred to recover such monies (including attorney’s fees). We may evaluate your credit history before modifying or providing you Service. In order to establish an account with us and/or obtain or modify Service, we may obtain a report from a credit agency or exchange information with our affiliates in connection with determining your creditworthiness. If you fail to pay your bill, we may submit a negative credit report to a credit reporting agency, which will negatively affect your credit report. You may be given the option to select a prepaid service plan ("Prepaid Service Plan") which will begin on the later of (a) the date of your order, or (b) the date you change to the Prepaid Service Plan. There will be no refunds for Prepaid Service Plans. At the end of any Prepaid Service Plan, you may be given the option to select a new Prepaid Service Plan. If you do not select a new Prepaid Service Plan, your Service will automatically convert to the then-current month-to-month rate. Xchange’s imposition of a late fee does not impact its ability to choose other remedies under this Agreement, including, but not limited to, termination of services.
5. Refundable Deposit. We may require that you provide us with a refundable deposit, which will be specified at the time of your order ("Subscriber Deposit"). We may also require an additional deposit after activation of the Service if you fail to pay any amounts when due. Within ninety (90) days after termination of your Service, we will return your Subscriber Deposit, less any unpaid amounts due on your account, including any amounts owed for unreturned or damaged Equipment. Amounts held on deposit will not accrue interest except as required by law.
6. No Warranties. ADVICE OR INFORMATION GIVEN BY XCHANGE OR ITS REPRESENTATIVES SHALL NOT CREATE A WARRANTY. USE OF XCHANGE TECHNICAL SUPPORT IS AT YOUR OWN RISK AND IS NOT WARRANTIED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, XCHANGE AND ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS DISCLAIM, WITH RESPECT TO ALL SERVICES, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE KNEW OR SHOULD HAVE KNOWN SUCH PURPOSE) AND NONINFRINGEMENT. WE WILL PROVISION YOUR QUALIFIED LINE FOR BROADBAND AT THE MAXIMUM LINE RATE AVAILABLE TO YOUR LOCATION BASED ON OUR STANDARD LINE QUALIFICATION PROCEDURES, UNLESS YOU HAVE SELECTED A LEVEL OF SERVICE WITH A LOWER MAXIMUM LINE RATE. YOU AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IN ADDITION, XCHANGE DOES NOT GUARANTEE THAT BROADBAND SERVICE CAN BE PROVISIONED TO YOUR LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE. THE PROVISIONING AND PERFORMANCE (SPEED) OF THE SERVICE IS SUBJECT TO CIRCUIT AVAILABILITY, QUALITY AND OTHER FACTORS, INCLUDING WITHOUT LIMITATION, LOOP LENGTH, THE CONDITION OF YOUR TELEPHONE LINE AND WIRING INSIDE YOUR LOCATION, AND COMPUTER/DEVICE CONFIGURATION AND CAPABILITIES AND NETWORK/INTERNET CONGESTION, AMONG OTHER FACTORS. IN THE EVENT YOUR LINE IS NOT PROVISIONED FOR ANY REASON, NEITHER YOU NOR XCHANGE SHALL HAVE ANY DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN YOUR OBLIGATION TO RETURN ANY XCHANGE-PROVIDED EQUIPMENT). XCHANGE DOES NOT WARRANT THAT THE SERVICE OR EQUIPMENT PROVIDED BY XCHANGE WILL MEET YOUR NEEDS, PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE.
7. Your Responsibilities; Notices; Revisions to Terms of Service.
1. Your Responsibilities. You represent that you are eighteen (18) years of age or older, that you have the power and the legal authority to enter into this Agreement, and that the information you supply to us is correct and complete. You acknowledge and agree that you are solely responsible for all use of the Service (including the use of any secondary or sub- accounts associated with a primary account) and the manner in which the Service is used by you or anyone who uses the Service, with or without your permission. If you use a wireless router or similar device, you are responsible for securing your wireless network and for any use of the Service via your wireless network. You may not resell the Service to a third party. You also agree to use the Service only within the United States.
2. Use of the Service. You understand and agree that you are responsible for the protection, storage, back-up and security of your data, software, computer network and other facilities, as well as your choice of equipment, software and online content; and all other matters related to how you access and use the Service. You acknowledge and agree that the reliability, availability and performance of data or services accessed through the Internet or other services connected or linked to the Service are beyond our control and are not in any way warranted or supported by Xchange. You also agree to provide us with the access and support required to allow us to implement, maintain and provide the Services. In addition, you agree that your use of the Service and the Internet is solely at your own risk and is subject to all applicable local, state, national and international laws and regulations.
3. Limitations on Use of the Service. You agree that Xchange assumes no responsibility for the accuracy, integrity, quality completeness, usefulness or value of any Content, data, documents, graphics, images, information, advice, or opinion contained in any emails, message boards, chat rooms or community services, or in any other public services, and does not endorse any advice or opinion contained therein. Xchange does not monitor or control such services, although we reserve the right to do so. Xchange may take any action we deem appropriate, in our sole discretion, to maintain the high quality of our Service and to protect others and ourselves. 
    
   By transmitting, uploading, posting or submitting any information or material using the web site tools, you (i) represent that such information is not confidential, secret or proprietary information belonging to someone else; and (ii) warrant that no other party has rights to the information and that your transmission, posting, uploading or submission of the information does not violate any copyright or other laws.  
    
   Any web sites linked to or from the Service are not reviewed, controlled, or examined by Xchange and Xchange is not responsible for the contents of any linked site or any link contained in a linked site. The inclusion of any linked sites or content from the Service, including sites or content advertised on the Service, does not imply endorsement of the linked site or content by Xchange. Any dealings that you have with third parties, merchants or advertisers found on the Service are between you and the third party, merchant or advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against a third party, merchant or advertiser. In no event shall Xchange be liable to anyone for any damage arising from or caused, directly or indirectly, by the creation or use of a third party's web site, or the information or material accessed through such web sites. 
    
   If you choose to access the Xchange Web Sites from locations outside the United States, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of technical data exported from or imported to the United States or the county in which you reside. Xchange makes no representation that materials on the Xchange Web Sites are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. 
    
   You further agree that in the event you type a nonexistent or unavailable Uniform Resource Locator (URL), or enter a search term, into your browser address bar, Xchange may present you with an Advanced Web Search page containing suggested links based upon the query you entered in lieu of your receiving an NXDOMAIN or similar error message. Xchange's provision of the Advanced Web Search page may impact applications that rely on an NXDOMAIN or similar error message and may override similar browser-based search results pages. If you would prefer not to receive Advanced Web Search pages from Xchange, you should follow the opt-out instructions that are available by clicking on the "About the Search Results Page" link on any Advanced Web Search page.
4. Notices Regarding the Service. You understand and agree that from time to time we may send you information relating to the Service (including but not limited to password information), via electronic mail over the Internet to your primary Xchange email address. You consent to our distribution of such information to you electronically and you agree to check your email box periodically for account related information that we provide.
5. Revisions to Terms of Service. You understand and agree that we may revise the terms and conditions of this Agreement (including any of the policies which may be apply to use of the Service) from time to time by i) posting such revisions to the Xchange business website at http://www.xchangetele.com/businesstermsofservice.aspx (the "Website") and by posting to the Announcements page located at http://www.xchangetele.com/default.aspx, or ii) by sending an email to your primary email address, or both. You agree to visit these web pages periodically to be aware of and review any such revisions. Revisions to the Agreement are effective upon posting to the Website. Increases to the monthly price of your Services shall be effective thirty (30) days after the date we provide notice of the change in the manner set forth above..By continuing to use the Service after the date the revision(s) are posted to the Website, you accept and agree to the revisions and to abide by them. If you do not agree to the revision(s), you must terminate your Service immediately and such termination may be subject to any applicable early termination fees.
8. Indemnification. You agree to indemnify us and hold us harmless for any damages, costs, liabilities and attorney's fees we incur from any claim arising from your use of the Services, or the use of your Broadband Service by others, including without limitation, violation of the copyrights, trademarks or other intellectual property rights of others, your combination of the Services with other products or services not provided by us, laws regarding privacy and wiretapping, any modification of the Services, or any breach of this Agreement by you. In such event, you agree to conduct the defense and have control of the litigation and settlement, if any. However, you agree not to acquiesce to any judgment or enter into any settlement that adversely affects our rights or interests without Xchange's prior written consent. We agree to give you prompt notice of all claims and to cooperate in defending against the claim. The indemnifying party may not settle any claim under this section which includes an admission of criminal liability or the payment of a settlement amount without the prior written permission of the indemnified party. THE PARTIES DISCLAIM ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS OF THIS SECTION.
9. Compliance with Laws. You agree not to use, or permit others to use, the Service in ways that (i) violate any law or applicable regulation or our AUP or other policies, (ii) infringe the rights of others, or (iii) interfere with the users, services, or equipment and software of our network or other networks. By way of example and not limitation, you agree not to distribute unsolicited advertising, chain letters or other unsolicited bulk electronic mail (i.e., spam); propagate computer worms, destructive programs or denial of service attacks or viruses; use a false identity; attempt to gain unauthorized entry to other computers, data or any site or network; distribute or store child pornography; distribute obscene or defamatory material over the Internet; or infringe copyrights, trademarks or other intellectual property rights. You further agree to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Service. We reserve the right to suspend or terminate the Service (or any portion thereof) without notice in the event that your use of the Service, in our sole judgment, violates any applicable law, regulation or ordinance, or the terms of this Agreement or our AUP, or otherwise adversely affects or threatens any Xchange network or service, customer or employee, or, if you are determined to be a repeat infringer under our repeat infringement policy set forth in our AUP. We also reserve the right to provide information about your account and your use thereof to third parties as required or permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. Such cooperation may include, but is not limited to, monitoring of the Xchange network consistent with applicable law. In addition, Xchange is required by law to report any facts or circumstances reported to us or that we discover from which it appears there may be a violation of the child pornography laws. We reserve the right to report any such information, including the identity of users, account information, images and other facts to law enforcement personnel.
10. Software Provided.
1. Xchange may provide to you, at no cost or for a fee, software owned by Xchange or its third party licensors, providers or suppliers in connection with the Services ("Software"). You may use the Software in object code form only, on the hardware on which it is installed, only as part of or for use with the Service and for no other purpose. The Software may be accompanied by an end user license agreement from Xchange or a third party. Your use of the Software is governed by the terms of that license agreement and by this Agreement, where applicable. You may not install or use any Software that is accompanied by or includes an end user license agreement unless you first agree to the terms and conditions of the end user license agreement.
2. If the Software is not accompanied by an end user license agreement from Xchange or a third party, you are hereby granted a personal, revocable, non-exclusive, non-transferable license by Xchange or its third party licensors, providers or suppliers, to use the Software (and any corrections, updates and upgrades thereto), for the sole purpose of enabling you to use the Service.
3. You agree that the Software is the confidential information of Xchange or its third party licensors, providers or suppliers, which you shall not disclose to others or use except as expressly permitted herein. The Software contains copyrighted material, trade secrets, patents, and proprietary information owned by Xchange or its third party licensors, providers, or suppliers. You may not de-compile, reverse engineer, disassemble, attempt to discover any source code or underlying ideas or algorithms of the Software, otherwise reduce the Software to a human readable form, modify, rent, lease, loan, use for timesharing or service bureau purposes, reproduce, sublicense or distribute copies of the Software, or otherwise transfer the Software to any third party. You may not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Software. You are not granted any title or rights of ownership in the Software. You acknowledge that this license is not a sale of intellectual property and that Xchange or its third party licensors, providers or suppliers continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the Software and related documentation, as well as any corrections, updates and upgrades. The Software may be used in the United States only, and any export of the Software is strictly prohibited. We reserve the right to update or change the Software from time to time and you agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software. .
4. IF AT ANY TIME DURING THE TERM OF THIS AGREEMENT XCHANGE PROVIDES YOU WITH FREE OR FOR-FEE SOFTWARE OR EQUIPMENT, INCLUDING WITHOUT LIMITATION, CLIENT AND/OR NETWORK SECURITY SOFTWARE, YOU AGREE THAT YOUR SOLE RIGHT TO RECOURSE, IF ANY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR FAILURE OF SUCH SOFTWARE TO PERFORM OR FOR PERSONAL INJURY OR DATA LOSS, IS AGAINST THE MANUFACTURER OF SUCH SOFTWARE OR PERIPHERAL EQUIPMENT.
5. Xchange provides technical assistance and support for the Software in accordance with its policies. Unless otherwise provided, Xchange does not provide technical assistance or support for third party Software. Technical assistance or support with regard to third party software provided by the Software supplier is provided in accordance with such third party's policies or other terms.
6. Your license to use the Software shall remain in full force and effect during the Initial Term and any renewal terms, unless and until it is terminated by Xchange, its third party licensors, providers or suppliers, or until this Agreement expires or is terminated.
7. Other Third Party Agreements. You agree to comply with the terms of service that apply to any websites or other services you access on the Internet and agree that the third party provider of such services (and not Xchange) is solely responsible for the delivery of its service(s) to you and your use of them. Third party services include, but are not limited to, portal, music, video, auction, security, financial, gaming, storage and photography services, whether or not Xchange has made such services available to you. Violation of such third party provider's terms of service may, in Xchange's sole discretion, result in the termination of your Service. You further agree to indemnify, defend and hold Xchange harmless from and against any claims or liabilities that may result from your use of such third party services.
8. All title and intellectual property rights (including without limitation, copyrights, patents, trademarks and trade secrets) in and to the Xchange Web Sites (including but not limited to, related software, images, photographs, animations, video, audio, music, text, and Content), are owned by Xchange, its affiliates or licensors. All title and intellectual property rights in and to the information and Content which may be accessed through use of the Xchange Web Sites are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement does not grant you any rights to use such Content, nor does it grant any rights to the Xchange Web Sites, other than the right to the Xchange Web Sites according to the terms of the Agreement.
11. Return of Equipment and Software. Upon termination or expiration of this Agreement, you agree to return to us all hardware (other than hardware you have purchased from us) which we have provided to you in connection with the Service, and to cease use of all the provided Software and immediately delete such Software from your computer. In the event such hardware and software is not returned to us within thirty (30) calendar days following such termination or expiration, we reserve the right to charge you, and you agree to pay, the undepreciated list price of the unreturned hardware and software.  The terms of this clause are in addition to and do not modify any other lease agreements that you may have with Xchange.
12. Customer Equipment; Broadband Performance; Email Security; and Backup and Maintenance.
1. Customer Equipment. You are solely responsible for obtaining, installing, configuring, and maintaining suitable equipment and software, including any necessary system or software updates, patches or other fixes, which are or may become necessary to access the Broadband Service, and to operate your computer. The preceding obligations apply regardless of whether Xchange or a third party provided the software or hardware to you. Only the manufacturer's warranties are included with any hardware or software provided by us shall apply. Hardware (modems, routers or other equipment) provided is new or fully inspected and tested return unit under full warranty.
2. Broadband Performance. You understand that Broadband bandwidth is provided on a per line basis, and that the speed and bandwidth available to each computer or device connected to the network will vary depending upon the number and types of computers or devices using the Service and the type of use (e.g. streaming media or downloading larger files) as well as based on network congestion and the speed of servers you access on the Internet, among other factors.
3. Email Security. Xchange reserves the right in our sole discretion to provide the level of security we deem appropriate to safeguard our network and customers, and other Internet users, against Internet threats or abuses, including without limitation, viruses, spam, phishing, identity theft and any other potentially disabling or harmful threat or abuse. These security measures may include, but are not limited to, the use of firewalls and blocklists to block potentially harmful or abusive emails or attachments, anti-spam filters, anti-virus or anti-spyware software, or blocking selected ports. Such activities may result in the blocking, filtering or non-delivery of legitimate and non-legitimate email sent to or from your email account. By using any Xchange-provided email service, you agree that delivery and receipt of email is not guaranteed and to Xchange's use of such Internet and email security measures we in our sole discretion deem appropriate.
4. Xchange Backup and Maintenance. Xchange may use, copy, display, store, transmit, translate, rearrange, reformat, view and distribute your information to multiple Xchange servers. Xchange may access, copy, block or remove any Content stored on your Service, whether pursuant to a subpoena or otherwise. We do not guarantee that these procedures will prevent the loss of, alternation of, or the improper access to, your information.
13. Termination for Default. Either party may terminate or cancel this Agreement if the other fails to cure a material breach of the Agreement within thirty (30) calendar days after receiving written notice of the breach. We reserve the right, but assume no obligation, to suspend performance immediately if you are more than thirty (30) calendar days overdue in payments or if, in our reasonable judgment, you have violated any provision of this Agreement, including our AUP.
14. Monitoring of System Performance. Xchange automatically measures and monitors network performance and the performance of your Internet connection in order to improve the level of Service. Xchange also will access and record information about your computer's settings in order to provide customized technical support and you agree to permit us to access and record such data for the purposes described in this Agreement. No adjustments to your computer settings will be made without your permission. Xchange does not share information collected for the purpose of network or computer performance monitoring or for providing customized technical support outside of Xchange or its authorized vendors, contractors and agents. By using the Service you consent to Xchange's monitoring of your Internet connection and network performance, and the access to and adjustment of your computer settings, as set forth above, as they relate to the Service or other services which Xchange may offer from time to time.
15. Government Entities. Use, duplication or disclosure by any Government entity is subject to restrictions set forth, as applicable, in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19, FAR 12.212, DFARS 227.7202, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Xchange or its third party licensors, providers and suppliers. The use of Software and documentation is further restricted in accordance with the terms of this Agreement, or any modification.
16. Resolution of Disputes.
1. The parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for action seeking a temporary restraining order or injunction related to the purposes of this Agreement, or suit to compel compliance with this dispute resolution process, which the parties agree may be filed only in a court located in Brooklyn, New York, the parties agree to use the following alternative dispute resolution procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach. The parties further agree that this Agreement does not permit a class arbitration, even if the procedures or rules of the American Arbitration Association (or other dispute resolution organization or body) would otherwise permit it.
2. At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The parties intend that these negotiations be conducted by non-lawyer, business representatives. The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may mutually agree to utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.
3. If the negotiations do not resolve the dispute within sixty (60) calendar days of the initial written request, and the amount in controversy exceeds five thousand ($5,000.00) dollars or the jurisdictional limit for small claims court in the jurisdiction in which service is provided (whichever is less), the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, unless it is mutually agreed by the parties to seek a different arbitrator and set of rules. A party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this section. Each party may submit in writing to a party, and that party shall so respond, to a maximum of any combination of twenty-five (25) (none of which may have subparts) of the following: interrogatories, demands to produce documents and requests for admission. Each party is also entitled to take the oral deposition of one (1) individual representing another party. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration hearing shall be commenced within sixty (60) calendar days of the demand for arbitration. The arbitration shall be held in Kings County of the State of New York. The arbitrator shall control the scheduling so as to process the matter expeditiously. The parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within thirty (30) calendar days after the close of hearings. The times specified in this section may be changed upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
4. If the negotiations do not resolve the dispute within sixty (60) calendar days of the initial written request, and the amount in controversy does not exceed five thousand ($5,000.00) dollars or the jurisdictional limit for small claims court in the jurisdiction in which service is provided (whichever is less), the dispute may be submitted to small claims court in the jurisdiction in which service is provided for resolution in accordance with its rules and procedures.
5. Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include reasonable search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrator.
17. Limitation of Liability. IN NO EVENT SHALL XCHANGE OR ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS BE LIABLE TO YOU FOR (A) ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY THIRD PARTY.
18. Limitation of Damages. XCHANGE'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY NON-INSTALLATION, SECURITY BREACH, FAILURE OR DISRUPTION OF SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL NOT EXCEED A PRO RATA CREDIT FOR THE MONTHLY FEES (EXCLUDING ALL TAXES) YOU HAVE PAID TO XCHANGE FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD PRIOR TO WHEN SUCH CLAIM AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN THESE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. Third Party Beneficiaries. ALL LIMITATIONS AND DISCLAIMERS STATED IN THIS AGREEMENT ALSO APPLY TO XCHANGE'S THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS AS THIRD PARTY BENEFICIARIES OF THIS AGREEMENT
20. Changes or Updates to the Services. Xchange reserves the right to make changes to the Service or any portion thereof at any time and without advance notice. If such a change materially and adversely affects your use of the Service, and we cannot reasonably mitigate the impact, then, as your sole and exclusive remedy, you may terminate the Service without further obligation.
21. IP Addresses and Domain Name Registration. Upon expiration, cancellation or termination of the Agreement or an applicable Quotation, you agree to return to us any IP addresses or address blocks assigned to you by us. If we deem it necessary, you may be required to renumber the IP addresses assigned to you by us. Where applicable, all fees associated with domain name registration and periodic maintenance of domain names are your responsibility. The registrar or we, on registrar's behalf, will bill such fees directly to you. Such fees are not included in the price of the Service. You agree to abide by the domain name registrar's terms and conditions provided to you prior to obtaining domain name service from us. Xchange does not guarantee that your choice of names is or will continue to be available for use as a domain name.
22. Force Majeure. If the performance of any obligation hereunder is interfered with by reason of any circumstance beyond our reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, power surges or failures, or the act or omission of any third party, we shall be excused from such performance to the extent necessary, provided that we shall use reasonable efforts to remove such causes of nonperformance.
23. Publicity. You shall not use any trademark, trade name, trade dress or any name, picture or logo which is commonly identified with Xchange or its affiliates, or from which any association with Xchange, or its affiliates may be inferred or implied, in any manner without the prior written permission of Xchange.
24. Choice of Law. You and Xchange agree that the substantive laws of the State of New York, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 16 OF THIS AGREEMENT, YOU AND XCHANGE CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN THE SUPREME COURT, KINGS COUNTY, NEW YORK, FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including New York laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
25. Miscellaneous. The terms and conditions of this Agreement supersede all previous agreements, proposals or representations related to the Service. You may not assign this Agreement without our prior written consent. We may freely assign this Agreement. Any changes to this Agreement, or any additional or different terms in your purchase orders, acknowledgments or other documents, will not be effective unless expressly agreed to in writing by us. Any notices or demands or other communications which under the terms of this Agreement or under any statute must or may be given or made by either party shall be in writing to the respective parties as set forth herein. Notices to us shall be to the attention of the Legal Department. Either party may change the notice address or addressee by giving notice thereof to the other party. Notices may be given to the address listed below by first class U.S. mail, or nationally recognized overnight express courier. Notices shall be deemed to have been given on receipt if delivered by overnight express courier or three (3) days after delivery to the United States Postal Service if mailed. If any of the terms or conditions in this agreement are properly found to be invalid or unenforceable by a government body, the remaining terms or conditions of this agreement shall not be affected by the finding and shall continue to apply as necessary to reflect the original intention of the parties. Xchange's failure at any time to enforce any provision of this Agreement or any right or remedy available hereunder or at law or equity, or to exercise any option herein provided shall in no way be construed to be a waiver of such provision, right, remedy or option or in any other way affect the validity of this Agreement. The exercise by Xchange of any rights, remedies or options provided hereunder or at law or equity shall not preclude or prejudice Xchange from exercising thereafter the same or any other rights or remedies or options.  
     
    *Xchange Online LLC 
    PO Box 190433 
    Brooklyn, NY 11219-0433

The following additional terms apply to BROADBAND Service with static IP, dynamic IP Services ("BROADBAND Service") (and bundles containing this BROADBAND Service):

26. Service Description. Broadband Service provides you access to the Internet. You may connect multiple computers/devices within a single office location to your Service router to access the Broadband Service, but only through a single account and a single IP address obtained from Xchange. Broadband Service customers may use their account to connect through an analog connection, but these connections will be subject to monthly charges, depending on the Service to which you subscribe. Additional User IDs provided for customer’s email boxes are not intended for use as a dial-up connection. The number of mailboxes available to you depends upon the Service to which you have subscribed. Further details of the Broadband Service are set forth in the Service Description for the applicable version of the Broadband Service you have selected or as indicated on the Quotation. Service Descriptions are available from your sales representative; the Service Description is incorporated herein by reference.
27. Renewal. You may renew any Broadband Service subject to a one-year commitment under this Agreement by calling 1-347-772-1000 before the expiration of the Initial Term. If the Initial Term expires before it has been renewed in writing, then we may continue to provide you with such Broadband Service on a month-to-month basis, at our then-current undiscounted list prices, until the Initial Term has been renewed in writing or terminated as set forth below.
28. Service Cancellation; Money Back Guarantee; Early Termination Fees for Broadband Service. If you wish to cancel your Broadband Service, you may do so by calling 1-347-772-1000. Broadband Service is subject to a thirty-(30) calendar day money-back guarantee, which begins upon billing. During this thirty (30) day period you may cancel the Broadband Service and receive a full refund of all monthly charges paid as well as any one-time charges and equipment charges, if any, paid to us. If you cancel your Broadband Service within 30 calendar days, you agree to return to us all hardware which we have provided to you in connection with the Broadband Service prior to receiving a refund on said equipment charges or additional equipment charges will apply. If you cancel after the first thirty-(30) calendar days of Broadband Service but before completing the Initial Term, you agree to pay us (a) all Service fees accrued as of the cancellation date and (b) you agree to pay a termination fee in the amount as set forth in the Service plan you have chosen ("Early Termination Fee"). Activation or set-up fees paid at the initiation of Broadband Service are not refundable. The money-back guarantee is limited to one per Customer per Service type per Service address. It is agreed that if you cancel Broadband Service damages are difficult or impossible to ascertain; thus, the provisions of this Section are intended to establish liquidated damages in the event of cancellation and are not intended as a penalty.
29. Move/Down-grade change order activities and associated fees. You may down-grade speed and/or move your existing Broadband Service or phone line to another qualified Broadband Service or phone line for an additional one-time fee. There is no additional charge for up-grading the speed of your Broadband Service. Your Initial Term maybe altered as a result of such change order activity.

The following additional terms apply to the CentralOffice Service:

30. Definitions. The following definitions apply to the CentralOffice service:
1. “Free installation”.  Free installation offers are only valid where the customer premises has the proper wiring and patch panels previously installed. Free installation includes the following services:
1. Bridging modem/router
2. Set up of router
3. Set up of switches
4. Plugging in and testing of telephones. Any telephones ordered at the inception of service will be installed and tested.  Installation of any telephones subsequently ordered may be subject to an additional install fee.
5. If the customer paid for wall brackets, mounting of telephones.

Free installation is only offered where the equipment to be installed was purchased from Xchange Telecom.  Free installation does not include door intercoms and paging equipment.  Free installation is limited to the five boroughs of New York City, Monsey, NY, Spring Valley, NY, and Lakewood, NJ.

2. “Customer” shall mean an Xchange customer who has executed a binding agreement for CentralOffice, excluding any Customer whose account is, or during the period in question, was not in good financial standing with Xchange, or is in violation of these terms and conditions.
3. “Service Fee” for a Customer is the base monthly recurring fee paid by the Customer for CentralOffice phone extensions, additional features, and call paths that are part of the CentralOffice service. Excluded fees consist of usage-based charges.
4. “Scheduled Network Maintenance” refers to normal maintenance scheduled for the upgrade of Xchange's data network, voice network, switches, and servers used to deliver CentralOffice the Customer. Scheduled Maintenance may occur at any time during our maintenance window of 12:00AM - 6:00AM EST. Such effects related to Scheduled Network Maintenance shall not give rise to service credits outlined in this SLA.
5. “Urgent Network Maintenance” refers to Xchange's efforts to correct network conditions that are likely to cause service outages or severe network performance degradation impacting multiple customers and requires immediate action. Urgent Maintenance may degrade the quality of service including possible outages. Xchange's policy is to notify the Customer with as much advance notice as possible under the circumstance prior to performing the maintenance. Such effects related to Urgent Network Maintenance shall not give rise to service credits outlined in this SLA.
6. “Support Hours” are Business Days; Monday through Thursday from 9 AM to 6 PM and Fridays from 9 AM to 2 PM.
7. “On Call Hours” are Business Days; Monday through Thursday from 8 AM to 9 AM and 6 PM to 10 PM. Fridays from 8 AM to 9 AM and 2 PM to 4 PM and Legal Holidays that fall on a Monday through Thursday from 9 AM to 6 PM and Fridays from 9 AM to 2 PM.
8. “Non Support Hours” are all hours not defined above.
9. “Business Day” shall mean any weekday other than a Federal holiday or day on which banks in the State of New York or the State where service is to be delivered are authorized to close.
10. “Force Majeure” shall mean any natural disaster, act of God, power surge or failure, strike or labor dispute, war, civil disturbance, act of governmental authorities or the public enemy, act of terrorism, unavailability or failure of, or interruption or delay in, telecommunications or third party service, fuel or energy shortage, or any other cause beyond Xchange’s control, whether or not similar to the foregoing.
11. “Interruption” shall mean an interruption in the CentralOffice service resulting in the inability to make or receive telephone calls, where both parties can hear each other clearly. 

31. Phone Rebate Offer: The telephone rebate offer for CentralOffice customers is provided and administered by Polycom, Inc., and is subject to the terms of that offer, located at http://centraloffice.com/polycomtradein.pdf.  No rebate offer is provided by Xchange Telecom.

32. Thirty Day Money Back Satisfaction Guarantee: If Customer is for any reason dissatisfied with CentralOffice during the first 30 days of Service, Customer may, during the guarantee period, terminate CentralOffice and return the equipment purchased or leased from Xchange without penalty. For this Satisfaction Guarantee to be in effect, Customer must return the equipment to Xchange in the original condition and packaging (including all documents) that it came in. The Thirty Day Service Guarantee period shall start upon activation of CentralOffice and billing has commenced and end thirty (30) days thereafter. Xchange must receive written notice of Customer's intent to terminate CentralOffice as permitted herein within twenty four (24) hours of the completion of the Thirty Day Service Guarantee period.
33. Service Level Agreement (“SLA”)
1. Time to Repair Reported Trouble: The Time to Repair (TTR) on a reported trouble for CentralOffice service starts one (1) hour after a trouble is reported during Support Hours and two (2) hours after a trouble is reported during On Call Hours. The TTR begins on the date and time when Customer reported the service impairment to Xchange Telecom via email to voipservices@xchangetele.com or Voicemail at Xchange’s Support Desk at 347-215-9300 together with all information necessary for Xchange Telecom to respond to the trouble ticket, and ends upon confirmation by Xchange Telecom to Customer that service has been restored (in each case, based upon Xchange Telecom’s records).  This period shall be extended to account for any period of time spent by Xchange Telecom waiting for a response, availability, action, or access to the premises from Customer in furtherance of the repair effort, and any period of time during which a “force majeure” event (see below) affecting service has occurred and is continuing. The TTR for any troubles reported during Non Support Hours will start from the subsequent start of the next On Call Hours support period.
2. Availability Guarantee:
1. As outlined below, a Credit Allowance will be given for Interruptions in CentralOffice preventing external inbound or outbound calling on any or all phone extensions in excess of the TTR for each seat affected.
2. Credit Allowance

3. The Credit Allowance is subject to the following limitations. No Credit Allowance will be made for any interruption in service:
1. Due to noncompliance with the provisions of Xchange’s Terms of Service (including its payment terms)
2. Due to the failure of power at the customer premise
3. Due to the failure of Customer Premise Equipment (CPE)
4. Due to the failure of equipment, systems, connections or services not provided by Xchange
5. Due to the use of any equipment connected to the Local Area Network (LAN) that is not supported for CentralOffice.
6. Due to a service interruption by Customer’s Internet Service Provider (ISP) even if the ISP is Xchange. Customers are advised to maintain at all times two Internet connections from two different ISPs, using redundant paths into the building (i.e. Cable and DSL) with no single point of failure between the two and a router that does automatic failover.
7. Due to circumstances or causes beyond the reasonable control of Xchange including Force Majeure
8. During any period in which Xchange is not given full and free access to its facilities and equipment for the purposes of investigating and correcting interruptions
9. To the Web-based CommPortal or CommPortal Assistant
10. Due to any Customer act or omission, including without limitation any negligence, willful misconduct or misuse of any service or equipment, which impairs Xchange’s ability to provide service.
11. Due to Scheduled Network Maintenance or Urgent Network Maintenance on the Xchange network.
12. Due to failure on the part of Customer to timely report the incident and open a trouble ticket in accordance with this SLA.
3. Terms:
1. The terms of this SLA take effect immediately upon the completion of the Customer's service activation and billing has commenced. In the month when a Customer's CentralOffice services are terminated, the Customer is not eligible to receive credits for Xchange not meeting its service commitments for that month.
2. Credit Allowances delivered as remedies in conjunction with this SLA represent Xchange's sole responsibility and the Customer's sole remedy related to CentralOffice. This SLA does not represent a warranty or guarantee by Xchange that services will be uninterrupted or fit for any particular purpose or intended use of any kind, and Xchange shall not be liable for any damages of any nature or amount as a result of any failure to achieve any commitment, other than the permitted Credit Allowances authorized and described hereunder.
3. The amount of credit available per month is subject to a cap as described in this Agreement.
4. CREDIT AND PAYMENT PROCEDURE
1. To receive credit for the Availability Guarantee, Customer must have contacted Xchange and opened a trouble ticket at the time of trouble following the procedures outlined in this agreement.
2. All requests for Credit Allowances for validly reported commitment failures must be delivered in writing to Xchange Telecom, CentralOffice Customer Service/Service Credits at 3611 14th Ave, Suite 215, Brooklyn, NY 11218:  Requests must identify the Availability Guarantee at issue, and include such other information as Xchange may have reasonably requested to assist it in verifying the request. Xchange may reject any Credit Allowance request which does not provide sufficient supporting information to allow Xchange verify the claim. All requests for Credit Allowances will be subject to confirmation by Xchange.
3. Customer must claim any applicable Credit Allowance by the 15th day of the month following the month in which the reported incident was resolved. Xchange will inform Customer of credit requests rejected for insufficient information, and Customer will be allowed to resubmit such requests with additional supporting information within fifteen (15) days of Xchange notification of its rejection of the credit request.  After Customer resubmits the credit request with the additional supporting information, the standard verification and crediting timelines outlined herein shall apply.
4. Xchange will apply the Credit Allowance to the Customer's invoice within two (2) billing cycles. Credits are based on the Customer's Service Fee and may arise from multiple service guarantees outlined in this SLA. The total combined credits applied to the Customer's CentralOffice invoice will not exceed the Serviced Fee in any calendar month.
5. For purposes of calculating Service Credit, one (1) Day credit of the Service Fee is equal to 1/30.33 of the monthly recurring CentralOffice charge at the time of the outage for the CentralOffice seats adversely affected.
6. Customer must pay its entire invoice, and shall not setoff any Credit Allowance it would anticipate receiving from Xchange. Customer shall cooperate with Xchange in any service claim investigations.
7. To receive a Credit Allowance, Customer must be in good financial standing with Xchange and must be compliant with the terms and conditions of Xchange’s Terms of Service. A Customer's failure to comply, including without limitation a failure to pay charges on a timely basis, will invalidate the Availability Guarantee.
5. POLICY CHANGES: Xchange reserves the right to change, amend, or revise this SLA policy at any time. Changes or revisions to the SLA will be deemed effective upon posting the applicable revision at this website.

34. EARLY TERMINATION FEES:  If you wish to cancel your Broadband Service, you may do so by calling 1-347-772-1000.  For the CentralOffice Product only, the following fees are added to any other termination fees, including, without limitation, the fees outlined in Section ‎28 above:

1. If Customer cancels within the first calendar year of service, calculated from the date the services are activated, then the fee to be added to Customer’s final bill is the total of remaining monthly charges for the year, plus the number of extensions multiplied by $180.
2. If Customer cancels within the second calendar year of service, calculated from the date the services are activated, then the fee to be added to Customer’s final bill is the total of remaining months in the calendar year multiplied by $10 multiplied by the number of extensions, plus the number of extensions multiplied by $60.
3. If Customer cancels within the third calendar year of service, calculated from the date the services are activated, then the fee to be added to Customer’s final bill is the total of remaining months in the calendar year multiplied by $5 multiplied by the number of extensions.