Customer Agreement & Terms of Service

Draft — this agreement is pending review and is not yet in effect.

This Customer Agreement (the "Agreement") is between Penny Tone Telecom LLC ("Penny Tone," "we," "us") and the business identified on your order form ("Customer," "you"). It applies to all services we provide to you. By signing an order form, or by using our services, you agree to this Agreement.

1. Order Form

Each order form lists the services, number of lines, pricing, and any equipment you are purchasing from us. If an order form conflicts with this Agreement, the order form controls for that order.

2. Services

We provide business phone service, which may include phone lines, unlimited US & Canada calling, call recording, fax, business SMS, a smartphone app, auto attendant and call routing, number porting, desk phone provisioning, SIP trunks, and API access, as listed on your order form. The smartphone app supports SMS messaging; MMS (picture and media messaging) is not supported.

3. Term and Renewal

The initial term is twelve (12) months, starting on the date your service is activated. When a term ends, this Agreement automatically renews for another twelve (12) months unless either of us gives written notice of non-renewal at least thirty (30) days before the end of the current term. We will send you a reminder at least sixty (60) days before each renewal.

4. Minimum Lines

Service requires a minimum of ten (10) lines or phones. If your account drops below ten lines during the term, you will be billed for ten lines.

5. Fees, Billing, and Payment

Monthly service fees are billed in advance. Usage-based charges, if any, are billed in arrears.
Your monthly per-line rate will not increase during a term. We may change rates for a renewal term by giving you written notice at least sixty (60) days before the renewal.
Prices do not include taxes or government-mandated fees and surcharges (such as Universal Service Fund, 911, and regulatory recovery fees). These are added to your invoice and may change as the government changes them.
Payment is due within the time stated on your invoice. If an invoice remains unpaid after we have notified you, we may suspend service until the account is brought current.
If you dispute a charge, tell us within sixty (60) days of the invoice date and we will work with you to resolve it in good faith.

6. Early Cancellation

You may cancel at any time with written notice. If you cancel before the end of a term for any reason other than our material breach, you agree to pay:

fifty percent (50%) of the monthly service fees for the remaining months of the current term, based on the number of lines on your account at the time you cancel (with a minimum of ten); and
the remaining buyout balance for any phones you lease from us, as shown on your order form or most recent invoice. Once bought out, those phones become your property.

7. Reasonable Use

"Unlimited" calling is intended for the normal business use of an office. It does not cover call centers, autodialing, telemarketing, continuous connections, traffic pumping, or resale of service.

Call recording storage and fax volume are subject to reasonable-use limits, which are set well above what a typical office uses. If your usage approaches a limit, we will contact you first to discuss options before making any change to your service.

8. Acceptable Use

You agree not to use the services:

for any unlawful, fraudulent, or abusive purpose;
to make robocalls or send unsolicited messages in violation of the Telephone Consumer Protection Act or any other law;
to falsify or spoof caller ID information; or
to send SMS messages that do not comply with carrier and 10DLC requirements, including our Mobile Messaging Terms.

We may suspend service immediately if we reasonably believe it is being used in violation of this section, and we will notify you as soon as practical.

9. 911 Emergency Calling — Important Limitations

Our service supports 911 calling, but internet-based (VoIP) phone service has limitations that traditional landlines do not:

Power and internet: 911 calling will not work during a power outage or if your internet connection or network equipment is down, unless you have backup power for that equipment.
Location: Emergency responders rely on the address registered for each phone. You must give us an accurate address, including floor or suite where applicable, for every location where phones are used, and tell us before moving any phone to a new location. If a phone is moved without updating its registered address, 911 calls may be sent to the wrong emergency center.
Smartphone app: 911 calls placed through the smartphone app may not provide your current location. When possible, use a mobile phone's native dialer or a landline to call 911.
Your obligations: You agree to inform all users of your phones about these limitations, and to make sure phones can dial 911 directly without a prefix.

10. Call Recording

Some states, including California, require the consent of everyone on a call before it is recorded. You are solely responsible for complying with all laws that apply to recording calls, including giving notice and obtaining consent. Penny Tone provides the recording feature only and is not responsible for how you use it.

11. Equipment

We will provision compatible SIP desk phones that you already own. Phones you buy from us become your property once paid for and carry only the manufacturer's warranty. Phones you lease from us remain our property until the lease is paid in full or bought out under Section 6; you are responsible for loss of or damage to leased phones beyond normal wear. We are not responsible for equipment we did not supply, or for your internet service, network, or other equipment, although we are always glad to advise you on them.

12. Phone Numbers and Porting

We will port in your existing numbers and handle the process with your current provider. If you leave, we will not block or delay a request to port your numbers to another provider. Porting out does not cancel this Agreement or release you from amounts owed under it.

13. Support

Support is provided directly by Penny Tone by phone and text. On-site visits are typically, but not limited to, Los Angeles, Orange, Riverside, and San Bernardino counties in California and the Greater Phoenix, Arizona area, and are provided at our sole discretion on a case-by-case basis when an issue cannot reasonably be resolved remotely. On-site visits may incur an hourly fee, currently $160 per hour, including one-way travel time. We will tell you before a visit whether a fee applies. We may change the hourly rate with thirty (30) days' written notice.

14. Service Availability

We work hard to keep your service running, but service depends on your internet connection, power, equipment, and third-party carriers that we do not control. Except as expressly stated in this Agreement, the services are provided "as is" and "as available," and we disclaim all implied warranties, including warranties of merchantability and fitness for a particular purpose. We do not guarantee that service will be uninterrupted or error-free.

15. Limitation of Liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost business, even if advised of the possibility. Penny Tone's total liability under this Agreement is limited to the amount you paid us for the services during the three (3) months before the event giving rise to the claim. Penny Tone is not liable for any failure of 911 service or any inability to reach emergency services, except to the extent caused by our gross negligence or willful misconduct.

16. Indemnification

You agree to defend and indemnify Penny Tone against third-party claims arising from your violation of this Agreement or of any law, including laws on call recording, telemarketing, and messaging.

17. Privacy and Customer Information

We protect your call records and account information, and we use it only to provide and support your service, bill you, and meet our legal obligations. We do not sell your information. We may disclose information when required by law or valid legal process. Privacy questions can be sent to [email protected].

18. Termination by Penny Tone

We may terminate this Agreement if you materially breach it and do not fix the breach within thirty (30) days of written notice, or immediately for a violation of Section 8 (Acceptable Use).

19. Changes to This Agreement

We may update this Agreement by posting a new version on our website and notifying you at least thirty (30) days before the change takes effect. Changes will not increase your per-line rate during your current term.

20. General

Governing law: This Agreement is governed by the laws of the State of Arizona. Any dispute will be resolved in the state or federal courts located in Maricopa County, Arizona.
Notices: Notices must be in writing. Notices to you will be sent by email to the address on your order form. Notices to us must be sent by email to the address we provide in your order confirmation, or by mail to Penny Tone Telecom LLC, 5000 E Spring St, Long Beach, CA 90815.
Assignment: You may not assign this Agreement without our written consent, which we will not unreasonably withhold.
Force majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control.
Entire agreement: This Agreement and your order forms are the entire agreement between us regarding the services and replace any prior agreements on the same subject.
Severability: If any part of this Agreement is found unenforceable, the rest remains in effect.

21. Contact

Penny Tone Telecom LLC
5000 E Spring St, Long Beach, CA 90815
(310) 409-0570