Terms of Service

READ CAREFULLY: THIS IS A BINDING LEGAL AGREEMENT

Please read these Terms and Conditions ("Terms", "Terms of Use", "Agreement") carefully before using https://www.audian.com or any other websites (the "Service") operated by Audian, Inc. ("Audian", "us", "we", or "our"). The Terms and Conditions includes many important provisions, including Warnings about the Possible Inability to Use the Services to Dial 911 or Reach Emergency Services Personnel, Limits and Disclaimers on Audian's Liability, and Arbitration for Disputes.

This Agreement is a binding contract between you (either an individual or an entity that you are representing, hereinafter "you" and "your") and Audian, Inc, its officers, directors, employees, shareholders, agents, contractors, successors and assigns, suppliers and licensors (collectively "Audian," "us", "we", or "our"). You acknowledge that you are 18 years of age or older, and you agree that you have the legal authority to enter into this Agreement and affirm that the information you supply to us is correct and complete. Providing false or incorrect information may result in Services provisioning delays, the suspension or Termination of your Services and the inability of a 911-dialed call to be correctly routed to emergency response center personnel.

This Agreement covers important information about the Audian services (individually and collectively, the "Services" or "Service") and equipment. Unless otherwise stated, this Agreement applies to all Services (however branded) and any Audian-supplied equipment (regardless of how branded) you use, purchase or lease in connection with the Services (individually and collectively, the "Equipment").

This Agreement becomes binding when you accept this Agreement. You legally accept this Agreement when you subscribe to, use or pay for the Services or tell us orally or through written or electronic means that you accept the Agreement. Audian would not agree to provide the Services without your acceptance.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES OR EQUIPMENT. YOU WILL BE RESPONSIBLE FOR ANY CHARGES ASSOCIATED WITH THE SERVICES UNTIL THE SERVICES CANCELLATION DATE.

The Services include new products, product changes, upgrades, support and other services. You must be a subscriber in good standing with a valid, authorized payment method on file with Audian in order to receive the Services. You understand that you must obtain your own Internet connection in order to use the Services (including 911 dialing) and that we do not control your Internet access, availability, or the quality of your Internet connection.

We are not responsible for any third-party products or services, or for problems in the Services caused by your Internet connection or third-party products or services and we will not contact any of these providers on your behalf.

You are also responsible for providing the electrical power necessary for the Services to function. The Services (including 911 dialing) will not function during a power outage without a back-up power source. Your Equipment may utilize a battery back-up feature by maintaining an active battery in the unit. See the documentation accompanying your Equipment for such features, including the expected duration of any included battery backup. Even with an active battery, a power failure or disruption may require you to reset or reconfigure Equipment prior to using the Services.

Unlimited calling applies only to calls made within the continental United States, Alaska, Hawaii and Canada. ALL other international calls ("International Calls") are subject to additional charges.

1. Included Documents

This Agreement incorporates and includes the following documents (collectively, "Other Documents") as part of the contract between you and Audian:

• Any detailed Services plans that Audian, or one of its authorized dealers, provides or refers you to during the sales transaction, and any order confirmation materials and receipt that Audian, or one of its authorized dealers, provides or sends to you when (or after) you sign up for Services from Audian.
• Audian's Privacy Policy which describes how Audian may collect and use your personal and other information. This Privacy Policy can be found at the Audian website.
• Any other policies relating to the Services that Audian may choose to develop and implement. These policies may be posted on the Audian website, or may be sent to you via email, regular US Mail, or any other permissible means.
• Any other applicable terms and conditions, addenda and/or policies posted on Audian's "Legal Information" which may be found at the Audian website.

To the extent that this Agreement conflicts with the provisions of any of these Other Documents, then the terms of this Agreement shall control, unless Audian has expressly stated or agreed otherwise in writing, and the conflicting provisions of the Other Document(s) shall be deemed modified to the minimum extent necessary to be read consistently with this Agreement.

2. Account Management & Users

Additional Audian Services can be purchased by users you designate as administrators through the Audian user interface or by calling Audian Customer Care. You hereby authorize those users with administrative privileges to (i) add additional Services and Equipment to your Audian account and (ii) you commit to pay for these additional Services and Equipment on a recurring monthly basis. Adding additional Services and Equipment to your account shall be confirmed by an email sent by Audian to the email address you provide, and these emails are a part of this Agreement. If Audian requests you to sign a document to confirm your account changes, you agree to sign the account change confirmation form within two business days from your receipt of this document. If you subscribe to or use the Services for use by others, provide access to the Services by others, or otherwise allow other individuals to use the Services, those individuals also are "users" and included in the term "you" or "your" as used in this Agreement. You further authorize Audian to obtain payment of your then-current statement balance from you each month.

You may designate one or more users to be an account administrator with full administrative control of your account from the Audian user interface. The primary administrator for your account is known as the "primary account manager." Upon creation of your account, the individual assigned to be the primary account manager is the individual who entered into an agreement with Audian through our online sign-up process or, if the agreement was not entered into online, the individual whose name is identified on your Audian quote. The primary account manager: (i) has the ability to make any changes to the account (e.g., service additions, service deletions, assignment of users, account cancellations, updates to credit cards, etc.); and (ii) is the authorized individual on your account with respect to porting of your telephone numbers to a carrier other than Audian. The primary account manager may assign one or more additional administrators on the account and may re-assign "primary account manager" status to another user.

Administrators on the account have the ability to make changes to the account (e.g., service additions, service deletions, assignment of users, updates to credit cards, etc.) but may not (i) authorize Cancellation, or (ii) designate himself or herself as the primary account manager.

Should you wish Audian to provide information on your account with respect to a customer service record or actual call log details (other than through the user interface), such request may be made by the primary account manager or any administrator on the account.

The primary account manager or any other administrator may designate the "Company Contact" for the account. The Company Contact is the individual who will receive all messages from Audian concerning matters of general relevance to the account (notices of updates to the account, billing notices, maintenance alerts, etc.), which such notices are typically provided through electronic mail. Audian will initially assign the primary account manager to be the Company Contact.

3. Payment & Services

3.1 Automatic Monthly Billing; Account Responsibility

The Services are provided on a monthly basis and are automatically renewed monthly unless you give us thirty (30) days' notice of Cancellation prior to a scheduled billing date in accordance with the requirements of Section 4 below. You agree to pay Audian all fees charged to your account, including the recurring monthly service charges, set-up charges and usage charges, if applicable, for your use of the Services plus any applicable taxes as set forth in Section 3.4 below and any Equipment charges.

3.2 Payment Processing

You agree to provide us with a valid email address and a current and valid credit card payment method. You must advise us immediately if your email address changes and/or payment method changes or expires. Failure to comply may result in Termination of Services as provided in this Agreement. You authorize Audian to automatically bill the credit card you provided, until you cancel the Services in accordance with the requirements of Section 4 below. You agree that Audian may receive updated information about your account from the financial institution issuing your credit card during your contract period or while active service is provided. Under certain circumstances a customer may make payments by check if previously approved by Audian.

3.3 Fee Payments & Late Charges

Except for usage based fees, all fees are due in advance on the first day of each billing period. All usage based charges (including charges for International Calls or any metered minute usage) and any other non-recurring charges are due and payable in arrears on the first day of each billing period following the month they were incurred. You agree to pay for all Equipment and set up fees at the time you request the Services. You agree to pay a pro-rated amount for the first month of service based on the date of service install. All payments, including payments paid in advance, are completely non-refundable.

Failure to pay in full will result in immediate account suspension and Audian shall have no liability for such suspension under any circumstances. Accounts will be reactivated, as specified herein, only when the account balance is paid in full and a $25 reconnect fee is paid. Audian will assess an additional 1.5% (or the highest amount allowed by law, whichever is higher) per month late charge if your payment is more than 30 days past due. We do not waive our right to collect the full amount due if you pay late or if you pay only a part of the bill. Reactivation will be completed by Audian no longer than 24 hours after receipt of payment in full of all sums then currently due.

Audian may modify the Services fees at any time after the Initial Term, as later defined. New Services added within the Initial Term or the Renewal Term as later defined, WILL be at the then published rates on the Audian website. Changes to the Services fees after Initial or Renewal Term may be changed with a thirty (30) days advance notice by postal mail or email and will be at the then published rates on the Audian website. Should you elect to make a payment to Audian by wire transfer, an additional charge of $30 shall apply. In the event that you present a check to Audian for payment that is returned by your bank for non-sufficient funds, you shall pay a processing fee of $25. You are responsible and liable for any fees, including attorney and collection fees, that Audian may incur in its efforts to collect any remaining balances from you. You also agree that you will be billed for and will pay any outstanding balances if you cancel the Services.

During any period of suspension for non-payment, Services will be unavailable to you until the account balance is paid in full. If payment is not received within five days of notice to you, this Agreement will be terminated ("Termination") at Audian's sole discretion. While Services shall cease immediately in such case, Termination shall take effect ten (10) days later.

Notwithstanding the foregoing, in the event that your use of the Services involves usage-based charges that in Audian's opinion are substantial, Audian may, in its sole discretion, process charges against your payment method prior to your regular monthly billing cycle date and/or require a non-interest bearing deposit to secure your payment obligations under this Agreement no later than ten (10) days after notice to you.

3.4 Taxes and Fees

Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service, e911 or other similar taxes and regulatory fees, or Audian's Regulatory Recovery Fee, which Audian collects to offset costs of regulatory compliance obligations. All such applicable taxes and fees shall be paid by you and will be added to any amounts otherwise charged to you unless you provide Audian with an appropriate exemption certificate and other documentation satisfactory to us that you are exempt from these charges. If any amounts paid for the Services are refunded by Audian, applicable taxes may not be refundable. We will not provide advance notice of changes to taxes, surcharges and fees, except as required by applicable law.

3.5 Invoice Discrepancies & Currency Conversion

You agree to notify Audian about any billing problems or discrepancies within 60 days after they first appear on your account statement. If you do not bring them to Audian's attention within 60 days, you agree that you waive your right to dispute such problems or discrepancies. All transactions are charged in U.S. dollars (USD). Please remember that orders placed with us may be converted from USD to your currency by your credit card company when they process the transaction. Audian cannot be held responsible for any adverse currency fluctuations.

3.6 Release of Numbers

You acknowledge that in the event of any account Termination or Cancellation, all telephone numbers associated with your account are released and may not be available to you upon your reactivation. Similarly, the Cancellation of individual services which have associated telephone numbers will result in the release of such numbers. You acknowledge that it is your responsibility to work with a third-party provider to port out those numbers prior to your Termination or Cancellation of your account or Termination of services.

3.7 Metered Usage

There are certain calls that incur additional usage charges, such as International Calls, Toll Free calls (only to the extent that such calls exceed the aggregate total of included minutes specified in your Sales Order for each toll free line for which you pay us monthly fees), or certain metered local Service Plans at the then current rate as set by Audian. Metered usage is billed in six second increments (1/10th of a Minute) for voice calls, and actual usage is rounded up to the next full increment at the end of each call for billing purposes. International rates are subject to change at any time and may be found on our website at https://www.audian.com/international-search.

You are responsible to secure all credentials used to access the Services, including credentials used by telephones or handsets and credentials used by end users or administrators to access the Audian user interface, as well as the media access control address of telephones used by you. You acknowledge that you bear the risk of loss arising from any unauthorized or fraudulent usage of the Services.

3.8 Ancillary Services

List and publish and caller name identification (i.e., caller ID with name) Services are provided by Audian based on availability of such Services from Audian's underlying providers. We do not guarantee that such Services are available for all numbers in all serving areas.

If and where available, you can also subscribe to Audian's SMS Services, which provides the functionality and ability to send and/or receive Short Message Service (SMS) messages and may enable Multimedia Messaging Service (MMS) messages. Your use of the SMS Services are solely for one-to-one messaging; bulk messaging is not permitted.

By default, voicemail messages shall be set to forward to the email address associated with each extension where Audian is providing voicemail services to you. Each voicemail message recorded by Audian shall be retained for a minimum of ninety (90) days from the date the message was recorded. Audian retains the right to purge all voicemail messages after this minimum retention period. Recordings are permanently deleted after 60 days.

3.9 Recording

Certain Audian Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties to record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Audian expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully defend and indemnify Audian from and against any damages or liabilities of any kind related to your recording of any telephone conversations using the Services. Recordings are permanently deleted after 60 days.

3.10 Discounts

From time to time in its sole discretion, Audian may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to Audian upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for services retroactively.

3.11 Notices from Audian

You agree that Audian may provide you notice under this Agreement either by written document, email, voice mail or by publishing the information on the Audian website.

4. Contract Terms

4.1 Initial Term

The initial term of this Agreement ("Initial Term") begins on the date that you enter into the Agreement and continues in force and effect for the duration of the service for the minimum commitment period as defined by the Sales Order.

4.2 Renewal

At the end of the Initial Term, the Agreement is automatically renewed for an additional one year period (a "Renewal Term"), and shall be renewed at the end of each Renewal Term for an additional one-year Renewal Term, unless you provide Audian, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to cancel the service.

4.2.1 Month-To-Month Renewal

Instead of renewal under Section 4.2 or Cancellation, you shall have the option, upon expiration of the Initial Term or any Renewal Term, to renew the Agreement on a month-to-month basis at the then-current rates offered for the Services. You will be converted to a month-to-month basis if you provide to Audian, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to convert to month-to-month service.

4.3 Addition of Service Lines

You may request at any time to add new Services and Equipment to your account through the user portal, in writing, or verbally with an Audian employee. Additional Services will be verified and confirmed by email and included under your existing Commitment Term and will not require extending or renewing the Commitment; however, new Services and Equipment will be billed at the then current rate.

5. Cancellation of Services

5.1 Cancellation of Entire Account and All Services

You may cancel the Services at any time by providing Audian with a notice of your intent to cancel at least thirty (30) days in advance by having the primary account manager send notice in writing to cancel@audian.com or by completing the input form located at https://support.audian.ai and stating your intentions to cancel along with which services should be cancelled ("Cancellation").

YOU MAY ONLY CANCEL SERVICES IN WRITING BY EMAIL. AUDIAN WILL NOT ACCEPT CANCELLATION VIA TELEPHONE, FAX, OR OTHER METHODS. FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS SECTION WILL RESULT IN ONGOING SERVICE FEES. You acknowledge that the Cancellation will be effective thirty (30) days after you provide notification to Audian.

Audian will endeavor to provide you with email confirmation of both your request to cancel Services and the actual Cancellation of Services. If you do not receive a confirmation of your request to cancel, you must notify Audian by contacting Audian Customer Care by telephone. You will not receive any refund or partial refund or any credits for any charges already billed to your account.

You will be responsible for all charges for the remainder of the Initial or Renewal Term, and all such fees will immediately accelerate. You authorize Audian to immediately bill all these fees to your payment method unless Audian has modified the terms of this Agreement or Services as provided in Section 6.

5.2 Reduction of Services or Partial Cancellation

You may also cancel individual Services on your account at any time by contacting Audian Customer Care during normal business hours. You acknowledge that the Cancellation of individual Services will be effective on the date you specify but in no event earlier than thirty (30) days after you provide notification to Audian. You will be responsible for all charges for the remainder of the Initial or Renewal Term, and all such fees will immediately accelerate. You will not receive any refund or partial refund or any credits for any charges already billed to your account.

5.3 Thirty (30) Day Satisfaction Guarantee

If you are not absolutely satisfied with your Audian Services in the first thirty (30) days after your Audian Services have been installed and activated, you may cancel this Agreement without penalty or acceleration of fees. Cancellation must be done in the manner described in section 5.1 above. In such case, all leased and Purchased Equipment may be returned to us provided it is in new or like new condition for a full refund to be paid within five (5) business days after receipt of Purchased Equipment by Audian.

5.4 Porting Out Numbers

If you cancel any services that result in porting out phone numbers, a porting fee of $10.00 per number will immediately bill to your payment method.

6. Audian's Right to Modify the Terms of this Agreement & Terminate or Modify the Services

Audian may modify the terms of this Agreement or the Services at any time, including but not limited to the price, content or nature of the Services. Prices of the Services within the Initial Term will not be modified by Audian, and may only be changed by notification in writing or by email no earlier than thirty (30) days after notice and only at the end of the Initial or Renewal Term. Changes to this Agreement will be posted on the Audian Website, (https://www.audian.com/page/terms) and any changes will become effective on the date Audian posts the revised changes.

Your continued use of the Services constitutes your agreement to those modified terms of this Agreement and you acknowledge that Audian would not agree to provide the Services without your agreement. In the event Audian modifies the Agreement or the Services, you may terminate the Services as provided in Section 5, above. Audian may terminate this Agreement and any Services at any time upon at least thirty (30) days notice to you, provided that in the event you have not violated any term of this Agreement, you will be entitled to receive the Services for any period for which you have already paid, or a pro-rata refund for prepaid services at Audian's sole discretion.

This Agreement will automatically terminate or suspend Services if you fail to comply with any term and fail to correct such failure within ten (10) days after notice. No refund will be provided in the event that you have violated any material term of this Agreement, such as continued non-payment, abusive use, intentional use of the Services contrary to Audian's Acceptable Use Policy (section 7.2) or illegal use of the Services ("Material Terms").

7. Use Restrictions for the Services

7.1 Compliance with Laws

You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights and restrictions concerning call recording, call monitoring, call interception and/or direct marketing or telemarketing. You are solely responsible for ensuring that your use of the Services is in compliance with all applicable laws, including, without limitation, the CAN-SPAM Act, the Telemarketing Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act (47 U.S.C. §§ 227), FCC regulations, and all federal and state Do Not Call laws and regulations.

7.2 Acceptable Use Policy

While most reasonable uses of our Services in connection with the terms of this Agreement are permitted by Audian, there are certain uses that cause extreme network capacity issues and interference with the network. Any use of the Services or any other action that causes a disruption in the network integrity of Audian services or its vendors, whether directly or indirectly, is strictly prohibited and could result in Termination of the Services. You agree that you will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the Services. Examples of such prohibited uses include, but are not limited to:

• Subscription fraud or unauthorized access
• Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another's privacy
• Impersonating any person or entity, or otherwise misrepresenting your affiliation with a person or entity
• Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes ("spamming"), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes
• Conducting or promoting any illegal activities while using Services
• Harvesting or otherwise collecting information about others, including email addresses, without their consent
• Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous
• Creating a false Caller ID identity ("ID spoofing") or forged email/SMS address or header
• Transmitting any material that may infringe, misappropriate, or otherwise violate intellectual property rights or other rights of third parties
• Utilizing the Services in excess of what, in Audian's sole reasonable discretion, would be expected of normal business use
• Attempting or assisting another to access, alter, or interfere with the communications and/or information about another user or customer

You agree and represent that you are purchasing the Services and/or the Equipment for your use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of Audian.

7.3 Unlimited Voice Services

7.3.1 Hosted Voice

Some of Audian's Hosted Voice Service plans are offered on an "unlimited" basis. Unlimited voice services are provided solely for normal business use. Each Service line is meant to be used by a single registered user for calls between two or three individuals. Unlimited voice services may not be used for any of the following prohibited uses:

• Conference calling, except where specific conference calling service is provided in the Contract
• Trunking or excessive call forwarding especially to a PBX, Key System or other phone capable of handling multiple simultaneous calls
• Monitoring services, or leaving your phone "connected" to be able to monitor the surroundings for excessive periods of time
• Data transmissions, transmission of broadcasts, or transmission of recorded material
• Blasting or spamming simultaneous voicemails or faxes
• Autodialing, iterative dialing, or "predictive" dialing where software or other devices are used to continuously dial numbers using your account

7.3.2 SIP Trunking

Some of Audian's SIP Trunking plans are also offered on an "unlimited minutes" basis. These services are intended to be used for normal business use with a PBX or Key System with one voice channel (concurrent session) per SIP Trunk. Unlimited voice services may not be used for monitoring services, data transmissions, blasting or spamming, or autodialing. Excessive use of greater than 3,500 minutes of inbound/outbound minutes per month per SIP Trunk channel will require additional lines of Service (channels) to be added.

If it is determined that your usage is abusive, you agree to pay a per minute or per page fee of use in excess of those levels AT THE THEN-CURRENT RATE ESTABLISHED BY Audian, which is currently $.07 per minute and/or $.07 per facsimile page. THIS OVERAGE FEE APPLIES TO ALL PLANS INCLUDING THE UNLIMITED PLANS.

7.4 Safe and Lawful Use; High Risk Use

You agree to be solely responsible for all uses of the Services, including without limitation, any use of the Services in conjunction with any High Risk Use. You also agree to use the Services or any output thereby for lawful purposes only, and you agree to comply with all applicable laws and rules and any additional terms that Audian may incorporate into this Agreement. You will be solely responsible for any costs (including attorneys' fees) incurred by Audian or any other party as a result of your use, including High Risk Use, or misuse, prohibited, fraudulent or unlawful use of the Services.

7.5 Further Restrictions

In addition to the provisions above, you may not: (i) use the Services in a manner inconsistent with or in violation of this Agreement or any applicable law, rule or regulation; (ii) reverse engineer, decompile, or disassemble any software program underlying the Services; (iii) remove or alter any copyright notices or restricted rights notices; (iv) modify, translate, adapt, arrange, or create derivative works based on the Software; (v) export the technology underlying the Software in violation of applicable export control laws; (vi) attempt to or actually override any security component of or related to the Services; or (vii) interfere with, overload, "flood," "crash" or disrupt the Services.

8. Personal Information and Privacy; Consent to Communications

Your privacy is important to Audian. Audian utilizes the public Internet and third party networks to provide voice and data services. Accordingly, Audian cannot guarantee the security of your voice and data communications. We provide a Privacy Policy, located at audian.com/privacy, which sets out how we collect and use your personal information collected from our websites, applications and Services. By filling out any forms on the site(s) or providing information to us, you expressly consent to being contacted by us, whether by phone, mobile phone, email, mail or otherwise. Audian's Privacy Policy constitutes a material part of this Agreement.

9. Email Notifications

You agree to provide and maintain a valid email address for your account. Audian will send notifications, billing information, and other account-related communications to the email address on file. It is your responsibility to ensure that your email address is current and that you review communications from Audian. You agree that email constitutes a valid and binding form of notice under this Agreement.

10. Ported Telephone Numbers on Services Disconnection

10.1 Single Line Accounts

You may be able to take, or "port," your current telephone number(s) to another service provider. You will remain responsible for all charges and fees until you notify Audian of your election to cancel services in accordance with Section 5. Until you notify us of your intention to cancel, your Services and your Agreement with us will not terminate; you will remain an Audian customer, and you will continue to be responsible for all charges and fees associated with your Audian Services. You will not receive any refund or partial refund or any credits for any charges already billed to your account.

10.2 Multiple-line Accounts

If you request that a new service provider port a telephone number from us and you have multiple numbers assigned to your account and/or additional Equipment on your account, you are required to inform us of your intent to terminate the specific affected Services on your account or we will continue to bill for such Services. You will continue to be responsible for all the charges and fees associated with the remaining Services on your Audian account.

Telephone numbers assigned by Audian for Audian's facsimile service may not be able to be ported to a new service provider; however, Audian will use commercially reasonable efforts to facilitate a port of a facsimile number.

10.3 Request for Audian to Port Numbers

If you request that Audian port a number from an existing service provider to Audian, Audian will use commercially reasonable efforts to assist you in porting that number. You acknowledge that service providers require verification of identity, as well as authorization and other reasonable information in order to port any numbers to Audian. You must correctly complete a letter of authorization, provide us with a copy of your most recent bill from such service provider, as well as provide us with any other information required by such service provider to port your number. Audian shall not be responsible for any delay in the port of your number and will not provide credit for any such delays.

11. WARRANTIES; DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUDIAN PROVIDES TO YOU THE SERVICES "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." AUDIAN AND THE AUDIAN PARTIES MAKE NO REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND. AUDIAN AND THE AUDIAN PARTIES DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE, EQUIPMENT, OR THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE AMOUNT OF TIME. AUDIAN AND THE AUDIAN PARTIES HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR WRITTEN, ORAL, CONTRACTUAL OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, LACK OF VIRUSES, SECURITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF RESPONSES, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. AUDIAN DOES NOT WARRANT THAT THE SERVICES WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUDIAN OR THE AUDIAN PARTIES BE LIABLE FOR OR OBLIGATED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE, UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRIVACY, SECURITY, STRICT OR PRODUCT LIABILITY, FAILURE TO WARN, CONSUMER PROTECTION STATUTES, BREACH OF WARRANTY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR: (I) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS OR REVENUES, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, CORRUPTION OR LOSS OF DATA OR BUSINESS INFORMATION, COMPUTER FAILURE, FAILURES TO TRANSMIT OR RECEIVE DATA, ANY DAMAGES OR LOSSES ARISING FROM ANY DELAY OR FAILURE IN PERFORMANCE DUE TO EVENTS OR CAUSES OUTSIDE OF THE REASONABLE CONTROL OF THE AUDIAN PARTIES, ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICE, EQUIPMENT, PRODUCTS, OR RIGHTS, OR ANY OTHER PECUNIARY LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, ANY EQUIPMENT OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF AUDIAN OR THE AUDIAN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY.

13. INDEMNIFICATION

You agree to and hereby indemnify, defend, and hold Audian and the Audian Parties harmless from and against any demands, actions, judgments, claims, actions, penalties, fines, losses, damages, settlements, liabilities, costs, or expenses (including, but not limited to, reasonable attorneys' fees and legal expenses) of any kind arising out of or relating to: (a) use or misuse of the Services or related software, including High Risk Use; (b) negligent or willful acts, errors or omissions by you; (c) injuries to or death of any person, and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement; (d) claims for infringement of any intellectual property rights arising from the use of the Services, Equipment, or the Internet; or (e) the absence, unavailability, failure or outage of the Services, including ANY 911 emergency response service, and/or the inability of you or any user or third-party user of the Services to be able to access emergency response center personnel.

14. Assignment; Authority to Bind

This Agreement is personal to you (or the company that you represent), and you may not temporarily or permanently assign this Agreement, or assign, transfer or sublicense your rights, if any, in the Services, to any other party, in whole or in part, without Audian's prior express written consent. Any such purported assignment without such consent will be void and of no force and effect. If you are agreeing on behalf of a company, you represent and warrant that you are authorized to bind the company under this Agreement. We may assign all or any part of this Agreement without notice and you agree to make all subsequent payments as directed.

15. Intellectual Property Ownership; Integrity of Notices/Warnings

The Services, including any data, materials, technology, software or other materials that comprise it, and Equipment are protected by copyright, trade secret and other intellectual property laws and treaties and all title and intellectual property rights in and to such are owned by and will remain the exclusive property of Audian, its licensors and/or suppliers. You agree that you will not remove, obscure, make illegible or alter any notices or indications of the ownership rights and Audian's and its licensors' rights and ownership thereof, together with any warnings made available through the Services or Equipment. All rights not expressly granted herein are reserved by Audian, its licensors and/or suppliers.

16. Grant of License for Services; Usage Rights for Name & Logo

16.1 Revocable, Non Exclusive License

Provided you comply with all terms and conditions of this Agreement, you are granted a revocable, limited, non-transferable and non-exclusive license to access and use the Services with the Equipment in the designated calling areas for the period in which you have paid for the Services. You agree that the Services are made available solely for your business use. Unless otherwise specified herein or expressly agreed to in writing by Audian, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, lease or sell any information, software, products or services obtained from the Services.

16.2 Right to use Name & Logo

Audian reserves the right and you agree to allow us to use your name and associated logo as an Audian customer in our marketing and promotional materials including our website. However, such use must appropriately acknowledge your trademarks. You agree that you will not be entitled for any compensation for any such use and further that nothing herein obligates us to use your name and/or logo. For the avoidance of doubt, you may not use the name, service marks or trademarks (including any logos) of Audian without first obtaining our prior, express written consent.

17. Dispute Resolution; Complete Agreement; Survival; And Equipment

17.1 Dispute Resolution

A. Your Right to Dispute Charges or Services. If you have a dispute about your invoice, including any charge to your account or any Services for which you were billed, you agree to notify Audian of the dispute within sixty (60) days after the initial posting of the invoice on which the disputed charge for Services first appears. IF YOU DO NOT PROVIDE WRITTEN NOTICE OF YOUR DISPUTE TO AUDIAN WITHIN THIS TIME PERIOD, THEN YOU AGREE THAT YOU HAVE FOREVER WAIVED YOUR RIGHT TO DISPUTE THE INVOICE, CHARGE OR SERVICE. Unless otherwise provided by law, you must pay disputed charges until the dispute is resolved.

B. You Agree to Provide Audian an Opportunity to Resolve Informally Your Dispute. Before you may pursue any dispute in court or arbitration against Audian for any claims, you must first send a written description of your claim to Audian at: Audian, 11232 120th Ave NE, Suite 206, Kirkland, Washington 98033, and you must allow Audian a reasonable opportunity to resolve your dispute. Your written notice must describe the problem in reasonable detail, and identify or enclose all relevant documents and information. You and Audian agree to negotiate in good faith to try to resolve your claim. If you and Audian do not reach a resolution within sixty (60) days after Audian receives your written notice, you may pursue your claim in arbitration or, solely to the extent specifically provided below, in court.

C. Arbitration. You and Audian agree to arbitrate all disputes between the parties, except as provided in this subsection. The American Arbitration Association's ("AAA") Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, as modified by this Agreement, will govern the arbitration. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. Unless Audian and you agree otherwise in writing, any arbitration hearings will take place in King County, Washington.

D. NOTWITHSTANDING THE PRIOR PARAGRAPH, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF: YOUR CLAIM QUALIFIES FOR SMALL CLAIMS COURT IN KING COUNTY, WASHINGTON, IN WHICH CASE YOU MAY INITIATE PROCEEDINGS IN SUCH SMALL CLAIMS COURT. THE ARBITRATOR WILL NOT HAVE ANY AUTHORITY TO AWARD ANY SPECIAL OR PUNITIVE DAMAGES, EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT. EXCEPT SOLELY TO THE EXTENT GOVERNING LAW REQUIRES A LONGER PERIOD, ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE CLAIM ARISES, OR THE CLAIM WILL BE PERMANENTLY BARRED.

E. Waiver of Right to Participate in a Class Action and Waiver of Jury Trial. YOU AND AUDIAN HEREBY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. NEITHER YOU NOR AUDIAN SHALL BE A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING ON BEHALF OF THE GENERAL PUBLIC.

F. Severability. If any clause within this Dispute Resolution provision (other than the class action waiver clause identified above) is found to be illegal or unenforceable, that clause will be severed from this Dispute Resolution provision, and the remainder will be given full force and effect. If the class action waiver clause is found to be illegal or unenforceable, the entire Dispute Resolution provision will be unenforceable, and the dispute will be decided by a court.

G. In the event this entire Dispute Resolution provision is determined to be illegal or unenforceable for any reason, you and Audian have each agreed to waive, to the fullest extent allowed by law, any trial by jury.

H. Exclusions from Arbitration. YOU AND AUDIAN AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY DISPUTE OVER THE VALIDITY OF ANY PARTY'S INTELLECTUAL PROPERTY RIGHTS; (2) ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF ANY SERVICES OR THEFT, OR PIRACY OF SERVICE; (3) CLAIMS FOR UNPAID INVOICES; AND (4) AUDIAN MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION.

I. Survival. This Dispute Resolution provision shall survive the Termination, Cancellation or expiration of your customer relationship with Audian.

17.2 Complete Agreement

This Agreement, together with the Privacy Policy and the Other Documents, shall constitute the complete and exclusive agreement between us. The terms and conditions contained in this Agreement may not be modified by you except in a non-electronic writing duly signed by you and an authorized representative of Audian. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of the remaining provisions.

17.4 Purchased Equipment

You may be required to purchase telecom Equipment ("Purchased Equipment") in order to utilize the Services. Procuring and maintaining that Purchased Equipment is your sole responsibility. Audian may, at your request, facilitate the provision of Purchased Equipment from a third party supplier or resell certain equipment. The original equipment manufacturer and not Audian shall be responsible for any Purchased Equipment defects, if applicable. Audian will pass through all original equipment manufacturer warranties for the Purchased Equipment to you. To request equipment assistance, please create a ticket in the support form located at https://support.audian.ai.

17.5 Leased/Rental Equipment

Lease/Rental fees are subject to all the terms of the contract. All equipment must be returned upon cancellation of services. All returned equipment must be in good working order. You must pay all shipping fees. Retail pricing will be billed through for any damaged equipment. Retail pricing will be billed through for any equipment not returned prior to the end date of your termination of services. These terms apply to Rental Equipment that is provided for Free on a monthly basis as part of your contract as well.

18. VoIP 911 Service Details

18.1 Non Availability of Traditional 911 or E911 Dialing Service

YOU UNDERSTAND THAT 911 SERVICE IS ONLY PROVIDED BY AUDIAN IP DESK PHONES AND SOME SOFTPHONES ON DESKTOP ONLY DEVICES. YOU FURTHER UNDERSTAND THAT 911 SERVICE IS NOT PROVIDED OR AVAILABLE ON ALL AUDIAN DEVICES, OR WITH ALL AUDIAN SERVICES (INCLUDING WITHOUT LIMITATION SOME SOFTPHONES). IF YOU SUBSCRIBE TO ONE OF THE OTHER AUDIAN SOFTWARE APPLICATIONS OR SERVICES (OR YOUR SOFTPHONE DOES NOT PROVIDE E911), YOU MUST MAKE ALTERNATIVE ARRANGEMENTS TO PLACE 911 CALLS, SUCH AS USING A TRADITIONAL WIRELINE OR CELLULAR TELEPHONE, AND YOU SHOULD NOT RELY ON YOUR AUDIAN SERVICE TO CALL 911.

YOU UNDERSTAND THAT THE AUDIAN OR ANY 3RD PARTY SOFTPHONE APPLICATIONS MAY USE YOUR DEVICE'S DIALER AND CELLULAR TELEPHONE SERVICE TO MAKE 911 CALLS. IF YOUR DEVICE DOES NOT HAVE CELLULAR TELEPHONE SERVICE, YOU WILL NOT BE ABLE TO CALL 911 FROM THE AUDIAN OR 3RD PARTY APPLICATION.

Audian does offer a 911-type dialing service ("VoIP 911 Service") in the U.S., but it does operate differently than traditional 911 service in several ways. We are required by the FCC to advise you of the circumstances under which 911 may not be available or may be in some way limited by comparison to traditional 911 service.

18.2 Services Outages

Circumstances that will cause your 911 call to not connect at all include service disruptions and power outages. After restoration of any disruption or loss of service may result in a delay before 911 service works, such as time needed for your Service to register after a power outage. Please contact Audian Support at any time for training on how to enable service or to verify 911 is working after a disruption in service.

18.3 Description of 911-Type Dialing Capabilities - Activation Required

Traditional 911 service automatically sends your 911 call to the appropriate local emergency responder, or Public Safety Answering Point ("PSAP"), based on your telephone number. Traditional Enhanced 911 service (also known as E911) automatically sends your 911 call to the appropriate PSAP along with your registered address and telephone number. Audian service and the Audian Portal permits you to obtain a telephone number that may not correspond to your physical address, and therefore requires registration of this number to this address. Due to this, your VoIP 911 Service functions differently in certain respects.

18.4 Failure to Designate the Correct Physical Address When Activating E911 Dialing

You must register the Registered Location where you will be using VoIP service for each VoIP phone line. As part of the Audian onboarding process, we will obtain your Registered Location and will not provide service until we have obtained an initial Registered Location. In some circumstances, such as unavailability of direct routing to PSAPs or the use of portable devices to access the VoIP Service, emergency calls will be routed to the National Emergency Call Center.

You may update your Registered Location by logging on to the Audian portal at https://my.audian.com, by submitting a support request at https://support.audian.ai or by sending the Audian E911 form or identical information to e911@audian.com.

18.5 Requires Notification if You Change Your Number or Add or Port New Numbers

You acknowledge and understand that 911 dialing does not function if you change your phone number or (for such newly added or ported numbers) if you add or port new numbers to your account, unless and until you have successfully notified and confirmed with Audian of the correct address for your changed, newly added or newly ported number.

18.6 Requires Notification if You Move or Change Location

You acknowledge and understand that 911 dialing does not function properly or at all if you move or otherwise change the physical location of your Equipment to a different street address, unless and until you have successfully notified Audian of such change in location and the correct address. To request a change, please complete the ticket form located at https://support.audian.ai. Failure to provide the current and correct physical address(es) and location(s) of your Equipment will result in any 911 dialing you may make being routed to an incorrect local emergency service provider.

18.7 Automated Number Identification and Emergency Caller ID Number

Audian's system is configured in most instances to send the automated number identification information; however, one or more telephone companies, not Audian, route the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly. At onboarding, the Emergency Caller ID will be set by Audian; however, you are able to make changes to this and are responsible for ensuring the proper number is set. Additionally, for SIP trunking clients, the Emergency Caller ID number must be set on your equipment and will not be added or modified by Audian.

18.8 Non-Voice Systems

You acknowledge that all non-voice communications equipment, including but not limited to, alarm systems that are set up to make automatic phone calls, modems, satellite television systems, or some hearing impaired devices, and medical monitoring devices ("Non-Voice Systems"), may not be compatible with the Services or may be interrupted or permanently disabled by installation or operation of the Services. You are solely responsible for the operation and use of such Non-Voice Systems with the Services. You have no claim against Audian for interruption or disruption of such systems by the Services.

18.9 Notify All Users of 911 Limitations

You should and agree to inform all business colleagues, household residents, guests, and other persons who may be present at the physical location where you utilize the VoIP Service that 911 may not be available or may be in some way limited in comparison to traditional 911 service.

18.10 Limitation of Liability and Indemnification

You acknowledge and understand that Audian's liability is limited for any Services outage and/or unavailability and/or inability to dial 911 from your line or to access emergency service personnel, as set forth in this Agreement. You agree to and hereby defend, indemnify, and hold Audian and the Audian Parties harmless from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees) by, or on behalf of, you or any third party or user of your Services relating to the absence, failure or outage of the Services, including unavailability of 911-type services or 911 dialing and/or inability of you or any third person or party or user of your Services to be able to dial 911 or to access emergency service personnel.

Force Majeure

Audian is not responsible or liable to you for its failure to perform any of its obligations contributed to by causes or circumstances beyond its reasonable control including, without limitation, Internet outages, communications and cable outages, failure of third party services or products that interface or interact with the Services, change in law, rule, or regulations, labor strikes, lockouts, pandemics, supply shortages, earthquake, fire, flood, war or acts of terrorism, acts of God, criminal acts (e.g. computer hacking that circumvents reasonable security measures), bankruptcy of merchants or licensees, an inability to obtain necessary equipment or services, or any acts, orders or proclamations of governmental bodies or authorities.

19. Consent to use of Electronic Signatures and Records

As a convenience and courtesy to you, Audian provides access to its Services online which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking "I Agree" or "I Accept" or words of a similar nature anywhere on an Audian website, you are providing your electronic signature and consent to the terms of that agreement or notice.

20. Termination by Audian

IN ADDITION TO THE OTHER TERMINATION PROVISIONS SET FORTH IN THIS AGREEMENT, AUDIAN MAY LIMIT, SUSPEND OR TERMINATE YOUR SERVICES OR THIS OR ANY AGREEMENT BETWEEN AUDIAN AND YOU, WITH OR WITHOUT NOTICE FOR ANY GOOD CAUSE, INCLUDING, WITHOUT LIMITATION, if you or any user on your account: (i) breaches this Agreement; (ii) pays late; (iii) provides Audian with any inaccurate or incomplete information; (iv) damages or tampers with, or allows anyone else to damage or tamper with, any Equipment; (v) incurs charges greater than any billing or credit limitation on your account; (vi) transfers Services to another person without Audian's advance written consent; (vii) becomes insolvent, goes bankrupt, or threatens bankruptcy (except as prohibited by law); or (viii) acts in an abusive, harassing or malicious manner with Audian personnel, other Audian customers, or any other third parties.

21. Copyright Infringement Notices

If you are a copyright owner and believe your copyrighted material has been used on our website in a manner that constitutes copyright infringement, please report the violation to our designated copyright agent by sending written notice to:

Audian, Attn: Copyright Infringement Claims Agent
11232 120th Ave NE Suite 206
Kirkland, Washington 98033

Please include the following information: (1) a detailed description of the allegedly infringed copyrighted material, (2) a description of the location of such material on the website, (3) your contact information, (4) your statement that you have a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (5) your statement, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf, and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf.

22. Governing Law and Venue

This Agreement, and any disputes arising or related in any way to this Agreement or the Services, will be governed by the laws of the State of Washington, without regard to its choice of law principles. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. You hereby irrevocably and unconditionally consent and submit that the exclusive jurisdiction and venue for any and all disputes regarding this Agreement shall lie in the federal, state, and local courts of Seattle, Washington, as supplemented with the Dispute Resolution provision above.

23. Export Compliance

You agree to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security. You also expressly agree that you shall not export, directly or indirectly, re-export, divert, or transfer any portion of the Services or Equipment, including, without limitation, to any destination, company, or person restricted or prohibited by U.S. export controls.

24. General

No joint venture, partnership, employment, or agency relationship exists between you, Audian or any third-party provider as a result of this Agreement or use of the Services. You agree that the failure of Audian to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Audian in writing. The section titles in Agreement do not limit the other terms of this Agreement.

25. DID PIN Protection

By signing up for Audian VoIP you authorize Audian to protect your DID with a PIN when necessary.

Contact Us

If you have questions about these Terms of Service, contact us at:

Audian, Inc.
11232 120th Ave NE #206
Kirkland, WA 98033
844.611.6110
411@audian.com