Terms & Conditions

WiredIQ, LLC -- Terms and Conditions

The following Terms and Conditions ("Terms and Conditions") constitute an agreement between WiredIQ, LLC and the subscribers of WiredIQ's enhanced voice and data communications services as described below ("WiredIQ Services"). These Terms and Conditions govern both the WiredIQ Services and any devices provided by WiredIQ for use in connection with such services, including but not limited to the "WiredIQ Equipment" (as defined herein). In these Terms and Conditions, "you" and "your" mean the subscriber of the WiredIQ Services, and "WiredIQ," "we," "our," and "us" mean WiredIQ Communications, LLC and any of its affiliates and representatives. BY EXECUTING WIREDIQ'S PROPOSAL AND QUOTATION ("SUBSCRIPTION AGREEMENT") AND USING WIREDIQ'S SERVICES, YOU WILL HAVE AGREED TO ALL OF THESE TERMS AND CONDITIONS, INCLUDING THOSE TERMS RELATING TO 911 EMERGENCY SERVICE, AND TO THE PRICES AND CHARGES PROMULGATED BY WIREDIQ FROM TIME TO TIME, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.

SERVICE DESCRIPTION WiredIQ provides enhanced communication services whereby voice and data communications are converted to Internet Protocol ("IP") and carried, in part, over high-speed Internet access, also known as broadband Internet service. The voice component of the service may be generically referred to as "Voice over Internet Protocol" or "Voice over IP" ("VOIP"). It is separate and distinct from standard traditional landline local, local toll and long-distance services. WiredIQ’s offered Services include Voice over IP unlimited local and nationwide direct-dialed calling within the United States and certain calling and call management features or advanced features associated with the service, including additional features or advanced features which WiredIQ, in its sole discretion, may add, modify, or delete from time to time.   WiredIQ Services do not support 0+ calling (including without limitation collect, third party billing or calling card calling). WiredIQ's Service may not support 900, 311, 511 and/or other x11 services (other than 911 and 411, which are provided for elsewhere in these Terms and Conditions) in one or more (or all) service areas. You acknowledge and understand that WiredIQ's Services are not a telephone service. Important distinctions (some, but not necessarily all, of which are described in these Terms and Conditions) exist between telephone service and the service provided by WiredIQ. WiredIQ Services are not subject to the same regulatory regime as traditional telephone services. This fact may limit or otherwise affect your rights of redress before federal, state or local telecommunications regulatory agencies.   SERVICE REQUIREMENTS WiredIQ's Services require (a) specialized subscriber site equipment called On-Premise Equipment ("OPE," "Device" or "WiredIQ Equipment") obtained through WiredIQ or its authorized dealers that allows connectivity from a VOIP telephone handset (provided by WiredIQ) to your broadband connection and which WiredIQ will install on your premises; and (b) a broadband connection to the Internet (T1, DSL, Fiber-optic, Wi-Max or Cable) with at least 768Kbps continuous upload capacity that you will provide at your own expense. Since Voice over IP is dependent on the broadband connection, the availability of an adequate power supply and correct OPE configuration, WiredIQ does not guarantee that the service will be continuous or error-free. In addition, WiredIQ Services may, from time to time, be interrupted for equipment, network, or facility upgrades or modifications.   Changes in Internet speed may affect voice quality and/or require different WiredIQ Equipment.  If optimal WiredIQ Equipment is not in use at your location based on your network and facility conditions, including changes for any reason, you may need to upgrade WiredIQ Equipment, specifically the BrainBox® Cloud Connection Manager (“BrainBox®”) to optimize Services and voice quality.  An upgrade in WiredIQ Equipment will not be considered replacement of a Covered Component, and you will be required to cover the cost of such upgrade.   WIREDIQ 911 EMERGENCY SERVICE PLEASE READ THE INFORMATION BELOW ABOUT 911 EMERGENCY SERVICE CAREFULLY. BY USING WIREDIQ'S SERVICES, YOU ACKNOWLEDGE AND AGREE TO ALL OF THE INFORMATION BELOW REGARDING THE WIREDIQ 911 EMERGENCY SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 OR ENHANCED 911 ("e911") CALLS. YOU ACKNOWLEDGE AND UNDERSTAND THAT WIREDIQ OFFERS A 911 EMERGENCY SERVICE AS DESCRIBED HEREIN AND THAT SUCH 911 DIALING IS DIFFERENT IN A NUMBER OF IMPORTANT WAYS (SOME, BUT NOT NECESSARILY ALL, OF WHICH ARE DESCRIBED IN THESE TERMS AND CONDITIONS) FROM TRADITIONAL 911 SERVICE, AND THAT WE HAVE TOLD YOU THAT WIREDIQ SERVICES DO NOT SUPPORT TRADITIONAL 911 OR E911. WIREDIQ 911 EMERGENCY SERVICE CANNOT BE USED IN CONJUNCTION WITH A SOFT PHONE APPLICATION AND IS ONLY AVAILABLE ON WIREDIQ-PROVIDED DEVICES OR EQUIPMENT. YOU AGREE TO INFORM ALL EMPLOYEES, INDEPENDENT CONTRACTORS, GUESTS, VISITORS AND OTHER THIRD PERSONS WHO MAY BE PRESENT AT THE PHYSICAL LOCATION WHERE YOU UTILIZE WIREDIQ SERVICES OF THE NON-AVAILABILITY OF TRADITIONAL 911 OR E911 DIALING FROM YOUR WIREDIQ SERVICES AND DEVICE(S) AND TO INFORM THEM OF THE IMPORTANT DIFFERENCES AND LIMITATIONS OF WIREDIQ 911 EMERGENCY SERVICE AS COMPARED WITH TRADITIONAL 911 OR E911 DIALING THAT ARE SET FORTH IN THESE TERMS AND CONDITIONS. 911-TYPE DIALING CAPABILITIES WITH WIREDIQ SERVICES. WHEN YOU DIAL 911 ON YOUR PHONE UTILIZING WIREDIQ'S VOICE SERVICE, YOUR CALL MAY BE ROUTED TO A DIFFERENT DISPATCHER FROM THAT USED FOR TRADITIONAL 911 DIALING. THE DISPATCHER MAY BE LOCATED AT A PUBLIC SAFETY ANSWERING POINT ("PSAP") DESIGNATED FOR THE ADDRESS YOU LISTED AT THE TIME YOU REGISTERED FOR THE SERVICE OR OTHER BACK-UP EMERGENCY ANSWERING SERVICES. WIREDIQ RELIES ON THIRD PARTIES FOR THE FORWARDING OF INFORMATION UNDERLYING SUCH ROUTING, AND, ACCORDINGLY, WIREDIQ AND ITS THIRD-PARTY PROVIDER(S) DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY IN THE EVENT SUCH INFORMATION OR ROUTING IS INCORRECT. IN ADDITION, WIREDIQ'S 911 EMERGENCY SERVICE HAS FEWER CAPABILITIES THAN TRADITIONAL 911 OR E911 SERVICE AS FOLLOWS:   WIREDIQ 911 EMERGENCY SERVICE IS AVAILABLE ONLY AT THE PHYSICAL STREET ADDRESS REGISTERED WITH WIREDIQ FOR THE PARTICULAR AREA CODE AND PHONE NUMBER AND MAY NOT BE AVAILABLE AT ALL FOR PHONES THAT MOVE FROM LOCATION TO LOCATION   You acknowledge and agree that WiredIQ's 911 Emergency Service will be available only at the physical street address associated with the particular Area Code and Phone Number assigned to you. You also acknowledge and agree that WiredIQ’s 911 Emergency Service will not be available to you if the telephone number on the handset is blocked.  You further acknowledge and agree that WiredIQ's 911 Emergency Service will not be available to a particular customer and neither WiredIQ nor its underlying service providers shall have any liability to you or any third party for failure to provide 911 services to you in the event of the assignment of an Area Code and Phone Number to you located outside of the Exchange Area associated with your physical street address or relocation of the telephone device to which an Area Code and Phone Number has been assigned to a location other than your physical street address as registered with WiredIQ. WiredIQ may assess a $75.00 recovery fee for incorrect identification of street address and/or misconfigured services which result from such misidentification.   FAILURE TO DESIGNATE THE CORRECT PHYSICAL STREET ADDRESS IF YOU DO NOT CORRECTLY IDENTIFY THE ACTUAL CURRENT AND CORRECT PHYSICAL STREET ADDRESS LOCATION WHERE YOUR WIREDIQ EQUIPMENT WILL BE LOCATED AT THE TIME YOU REGISTER FOR WIREDIQ EMERGENCY SERVICE, 911 COMMUNICATIONS MAY BE MISDIRECTED TO AN INCORRECT LOCAL EMERGENCY SERVICE PROVIDER.   When activating WiredIQ Services, you must provide the actual physical street address where the device will be located, not a post office box, mail drop or similar address. You acknowledge and understand that WiredIQ's Emergency Service does not function properly or at all if you move or otherwise change the physical location of your WiredIQ Device to a different street address. Any change of the device's physical address must be coordinated with WiredIQ for the service and 911 to work properly.   AUTOMATED NUMBER AND LOCATION IDENTIFICATION THE PSAP RECEIVING WIREDIQ 911 EMERGENCY SERVICE CALLS MAY NOT BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION.   WiredIQ's system is configured in most instances to send the automated number identification information and to transmit identification of the address that you have registered with WiredIQ to the PSAP and local emergency personnel for your area when you dial 911; however, one or more telephone companies, not WiredIQ, route the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and PSAPs are not yet always technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may or may not be able to identify your phone number and location in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and location and/or if the service is not operational for any reason, including without limitation those listed elsewhere in these Terms and Conditions.   POWER FAILURE, OUTAGES OR DISRUPTIONS OF SERVICE YOU ACKNOWLEDGE AND AGREE THAT WIREDIQ 911 EMERGENCY SERVICE WILL NOT FUNCTION IF YOUR OPE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF YOUR WIREDIQ SERVICES ARE NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, IN THE EVENT OF A POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION INCLUDING SUSPENSION OR TERMINATION OF SERVICE BY YOUR BROADBAND PROVIDER AND/OR ISP OR BY WIREDIQ FOR ANY REASON INCLUDING BILLING ISSUES OR FOR OTHER REASONS DESCRIBED ELSEWHERE IN THESE TERMS AND CONDITIONS. IF THERE IS A POWER OUTAGE, THE WIREDIQ SERVICES AND 911 EMERGENCY SERVICE WILL NOT FUNCTION UNTIL POWER IS RESTORED AND YOU MAY BE REQUIRED TO RESET OR RECONFIGURE THE WIREDIQ EQUIPMENT PRIOR TO BEING ABLE TO USE YOUR WIREDIQ SERVICE, INCLUDING FOR 911 PURPOSES. POSSIBILITY OF NETWORK CONGESTION AND/OR REDUCED SPEED FOR ROUTING OR ANSWERING 911   YOU ACKNOWLEDGE AND UNDERSTAND THAT FOR TECHNICAL REASONS ASSOCIATED WITH THE POSSIBILITY OF NETWORK CONGESTION, WITH WIREDIQ SERVICES, THERE IS A GREATER POSSIBILITY THAT YOUR 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER, AS COMPARED TO TRADITIONAL 911 CALLS OVER TRADITIONAL PUBLIC TELEPHONE NETWORKS.   You acknowledge and accept that WiredIQ relies on third parties for the forwarding of information underlying such routing, and, accordingly, WiredIQ and its third party providers disclaim any and all liability or responsibility in the event such information or routing is incorrect.   LIMITATION OF LIABILITY AND INDEMNIFICATION AS DESCRIBED HEREIN, WIREDIQ's 911 EMERGENCY SERVICE CURRENTLY IS NOT THE SAME AS TRADITIONAL 911 OR E911 DIALING, AND AT THIS TIME, DOES NOT NECESSARILY INCLUDE ALL OF THE CAPABILITIES OF TRADITIONAL 911 DIALING. YOU ACKNOWLEDGE AND UNDERSTAND SUCH LIMITATIONS AND AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS WIREDIQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER OF ITS UNDERLYING PROVIDERS, SERVICE PROVIDERS OR OTHER THIRD PARTY PROVIDERS WHO FURNISH SERVICES TO YOU OR WIREDIQ IN CONNECTION WITH THE SERVICE, FROM ANY AND ALL LIABILITIES, CLAIMS, ACTIONS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PERSON OR PARTY OR USER OF THE SERVICE RELATING TO OR ARISING OUT OF THE ABSENCE, FAILURE OR OUTAGE OF THE SERVICE, INCLUDING 911 EMERGENCY SERVICE AND/OR INABILITY OF YOU OR ANY THIRD PERSON OR PARTY OR USER OF THE SERVICE TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL AND/OR MISROUTES OF 911 CALLS, INCLUDING BUT NOT LIMITED TO MISROUTES RESULTING FROM YOUR PROVISION TO WIREDIQ OF INCORRECT ADDRESS INFORMATION IN CONNECTION THEREWITH. FURTHER, YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION RESULTING FROM THE FOREGOING EVENTS OR CONDITIONS UNLESS IT IS PROVEN THAT THE ACT OR OMISSION PROXIMATELY CAUSING THE CLAIM, DAMAGE, OR LOSS CONSTITUTES WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF WIREDIQ.   ALTERNATIVE 911 ARRANGEMENTS YOU ACKNOWLEDGE THAT WIREDIQ DOES NOT OFFER PRIMARY LINE OR LIFELINE SERVICES, AND THAT WIREDIQ STRONGLY RECOMMENDS THAT YOU ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.   PRIVACY AND SECURITY IP communications utilize, in whole or in part, the public Internet and third party networks to transmit voice and data communications. You acknowledge and understand that WiredIQ cannot guarantee that IP communications are private or secure. WiredIQ is not liable for any lack of privacy or security that you may experience with regard to the service. You are responsible for taking precautions and providing security that best suits your intended use of the service.   PRIVACY POLICY WiredIQ is committed to your privacy. WiredIQ will obey all laws and regulations of the United States of America applicable to its use and disclosure of your information. Except as set forth in this Privacy Policy, WiredIQ will not trade, sell, or disclose to any third party any form of PII or CPNI (as defined below) without your consent and will not disclose or make available any PII or CPNI to any third parties seeking to market third party products without your consent. This Privacy Policy is set forth to explain to you how WiredIQ collects and uses information from customers who use WiredIQ Services, from visitors to its web site and portal and from potential customers who have communicated, made contact or interacted with WiredIQ.   COLLECTION OF INFORMATION WiredIQ collects personally identifiable information, including but not limited to name, physical address, email address, telephone number, credit card information and other personal information (collectively, "PII"), when initiating service and in connection with the provision or marketing of WiredIQ Services. WiredIQ may collect PII from other persons in connection with any visit to our web site or portal, any communication about our services and products or other transactions or interactions with WiredIQ. Additionally, WiredIQ collects certain PII (business name, physical address, phone number) for release to a third-party service which will publish your data to public telephone directories such as the white pages. The Subscription Agreement gives you the option to choose whether your PII will be published or unpublished.  If you would like to change your preference for telephone directory publication, contact WiredIQ via email at support@wirediq.com.   WiredIQ may also collect non-personally identifiable information regarding the usage of WiredIQ Services or its web site or portal ("Non-PII"). Non-PII may include web site pages viewed, time spent using certain services, demographic data, cookies and other information which does not specifically identify any one individual.   "Cookies" are pieces of information that may be placed on your computer by a web site for the purpose of facilitating and enhancing your communication and interaction with that web site. Many web sites use cookies for these purposes. WiredIQ may use cookies to customize your visit to its web site and portal and for other purposes to make your visits more convenient or to enable us to enhance the WiredIQ Service.   In addition to cookies, WiredIQ may also use (and its third-party advertisers may use) clear gifs, web beacons and third party cookies to improve the performance of its web site and portal, to provide certain features such as advertising or to anonymously track usage of its web site or portal and to track online activity. In addition, WiredIQ may use such devices in its HTML-based emails to track the usage of such emails in much the same manner as usage of its web site or portal is tracked.   You may stop or restrict the placement of cookies on your computer, including third party cookies, or flush them from your browser by adjusting your web browser preferences, in which case you may still use the WiredIQ web site or portal, but it may interfere with some of its functionality.   ANTI-SPYWARE POLICY "Spyware" refers to any executable software application that is installed on a user's personal computer and covertly gathers and transmits PII through the user's Internet connection without the knowledge or consent of the user. WiredIQ believes that spyware is a threat to consumer privacy and a consumer's experience online. Therefore, WiredIQ prohibits any employee, agent, partner, affiliate or contractor from intentionally deploying or using spyware on behalf of WiredIQ. Cookies and web beacons are not considered spyware. Spyware may gather PII, such as e-mail addresses and credit card information, and may even alter personal computer settings. Intentional use of spyware by any WiredIQ employee, agent, partner or affiliate on WiredIQ's behalf will not be tolerated and will be considered grounds for dismissal, contract termination and/or loss of payment.   USE OF INFORMATION WiredIQ may use PII (1) to market products and services to persons whom WiredIQ believes may have an interest, (2) to provide requested services and products, (3) to bill and collect for services and products provided, and (4) to enable its vendors, contractors, and dealers to provide and assist WiredIQ in the marketing, provision, billing and collection of such services and products. However, WiredIQ will not share your credit card information with any third parties unless they are involved in processing payments for services that you have purchased from WiredIQ. WiredIQ only works with partners whom it believes maintain high standards with respect to privacy and consumer rights.   WiredIQ may also use and disclose PII to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of our service or network, to investigate fraud or violations of these Terms and Conditions or as required by courts or administrative agencies or in connection with a sale, merger or reorganization of WiredIQ's business. Non-PII may be shared with any number of third parties by WiredIQ.   CPNI In the course of providing services to you, WiredIQ collects and maintains certain customer proprietary network information ("CPNI"). CPNI includes the types, quantity, destination and location of services you currently purchase, and related usage and billing information for those services. Your telephone number, name and address are not CPNI, and may be released to third parties for publication in telephone directories. WiredIQ values its relationship with you and is committed to respecting and protecting your CPNI. Accordingly, WiredIQ does not sell, trade or share your CPNI, including your calling records, except as provided below or with anyone not authorized to offer WiredIQ products or services, or to perform functions on WiredIQ's behalf, except as authorized by you or required by law. Generally, WiredIQ can use your CPNI to provide services to you, to market additional service offerings within the categories of service to which you already subscriber, and for billing and collections purposes. WiredIQ can also disclose your CPNI for legal or regulatory reasons, including in response to subpoenas and court orders. WiredIQ can also use CPNI to investigate fraud and to prevent violation of these Terms of Service and the unlawful use of WiredIQ's network, services, and other customers.  Please see our separate CPNI Policy at http://www.WiredIQ.com/cpni-disclosure for additional information, about updating your authorized users, and opt-out/opt-in requirements.   SECURITY WiredIQ has invested and deployed a wide variety of technology and security features to ensure the privacy of information on its network. In addition, WiredIQ has implemented operational guidelines to ensure your privacy is safeguarded at every level of its organization. WiredIQ will continue to revise its policies and implement additional security features as new technologies become available. However, no system or service can give a 100% guaranty of security, especially a service that relies upon the public Internet. Therefore, you acknowledge the risk that third parties may gain unauthorized access to your information when using WiredIQ Services.   COMMUNICATIONS WiredIQ will not read, listen to or disclose to any third parties' private e-mail, conversations, or other communications that are transmitted using WiredIQ Services except as required to ensure proper operation of services or as otherwise authorized by law.   You should be aware that any PII or CPNI which you voluntarily include and transmit through publicly accessible forums (i.e., such as chat rooms, blogs, instant messages, listservs) may be viewed and used by anyone with access to such forums. WiredIQ is unable to control such uses of your PII and CPNI, and by using such services you assume the risk that the PII and CPNI provided by you may be viewed and used by third parties.   ACCOUNT INFORMATION Subject to certain security requirements, WiredIQ will do its best to honor your requests for your account information, for example, name, address, company, or billing information. You are solely responsible for ensuring that the information on file with WiredIQ is current and accurate.   WIREDIQ SPAM POLICY WiredIQ has zero tolerance for spam. Spam complaints will be dealt with seriously and can result in losing WiredIQ privileges.   THIRD PARTY WEB SITES AND SERVICES WiredIQ Services may contain links to other web sites and services not maintained by WiredIQ. In addition, other web sites and services may also reference or link to WiredIQ. Be sure, when you leave the WiredIQ Service or surf the Internet, to read the privacy statements of each and every web site and service that you visit. WiredIQ does not endorse, screen or approve, and is not responsible for the privacy practices or the content of, such other web sites and services.   WiredIQ does not assume any liability for third parties that have been provided with information as permitted by this Privacy Policy or who have collected information as permitted by this Privacy Policy (such as advertisers using third party cookies).   OPT-OUT POLICY If you do not want your PII used by WiredIQ for any direct marketing purposes, then you may opt-out of such disclosures by advising us by e-mail at support@wirediq.com.   However, WiredIQ is not responsible for removing, and will not remove, your PII from the lists of any third party who has previously been provided your information in accordance with this policy. Since WiredIQ must use your PII in order to provide you with WiredIQ Services, you cannot opt-out of all uses of your PII unless you cancel your service.   CHANGES TO PRIVACY POLICY WiredIQ reserves the right, at its sole and absolute discretion, to change, modify, add, or remove portions from this policy at any time by posting such changes here. You should review this policy regularly for changes, and can determine if changes have been made by checking the effective date set forth below. However, if at any time in the future WiredIQ plans to use PII or CPNI in a way that differs from this policy, it will post such changes and provide you the opportunity to opt-out of such differing uses. Your continued use of WiredIQ Services following the posting of any changes to this policy means you accept such changes.   LOSS OF SERVICE DUE TO POWER FAILURE OR INTERNET SERVICE OUTAGE OR TERMINATION OR SUSPENSION OR TERMINATION BY WIREDIQ You acknowledge and agree that WiredIQ's Services will not function in the event of power failure. You also acknowledge and agree that the service requires a fully functional broadband connection to the Internet (which may or may not be provided by WiredIQ under your Subscription Agreement) and that, accordingly, in the event of an outage of, or termination of service with or by, your Internet Service Provider ("ISP") and/or broadband provider, the service will not function, but that you will continue to be billed for the service in accordance with these Terms and Conditions. Should there be an interruption in the power supply or Internet connection, the service will not function until power is restored or the Internet connection is re-established. A power failure or disruption may require you to reset or reconfigure your WiredIQ Equipment prior to utilizing the service. Power disruptions or failures or ISP outages will also prevent dialing to emergency service numbers including the 911 Emergency Service. Should WiredIQ suspend or terminate your service, the service will not function until such time as WiredIQ restores your service (which may require payment of all invoices and reconnection fees owed by you or cure of any breach by you of these Terms and Conditions).   HOME SECURITY SYSTEMS AND OTHER NON-VOICE COMMUNICATION EQUIPMENT All non-voice communications equipment, including but not limited to, home security systems that are set up to make automatic phone calls and medical monitoring devices, may not be compatible, and fax machines and modems may not function, with WiredIQ's Services. By accepting these Terms and Conditions, you waive any claims against WiredIQ for interference with or disruption of such systems due to the service.   LOCAL NUMBER PORTABILITY In the event you are not utilizing a new phone number for your WiredIQ Service, but rather are transferring an existing phone number, which currently is subscribed to a carrier other than WiredIQ for local, long distance and international telephone services, to WiredIQ Service, the Terms and Conditions of this paragraph shall apply:  
  1. You hereby authorize WiredIQ to process your order for WiredIQ Service and to notify your local telephone company of your decision to switch your local, local toll and long distance services to WiredIQ Service, and represent that you are authorized to take this action;
  1. You agree and acknowledge that if your OPE is enabled prior to the date that the number switch becomes effective ("Port Effective Date"), you may only be able to make outgoing calls over the phone you have connected to the OPE. In such event, you should keep another phone connected to an existing phone extension at your service location to receive incoming calls until the Port Effective Date, after which you will be able to both make and receive calls using the WiredIQ Service; and
  1. You agree and acknowledge that if your OPE is not enabled as of the Port Effective Date, your existing phone service for the number you are transferring may be disconnected and you may have no service for that line. Therefore, to avoid an interruption in your phone service, it is extremely important that make all arrangements to afford WiredIQ the opportunity to enable the OPE prior to, or on, the Port Effective Date. An estimate of the Port Effective Date will be sent to you via e-mail by WiredIQ following your completion of the ordering process.
  1. You agree and acknowledge that rescheduling, adding or cancelling after a port request will incur an administrative fee of $50.00 for each individual location plus fees for each telephone number. Individual locations may need to be rescheduled if one or more of the individual telephone numbers need to be rescheduled, added, or canceled.  Number porting for Subscribers with a single or multiple locations will be processed together as a complete project. Any changes to add or delete a number within the project require the complete cancellation of the project and resubmission as a new project. Rescheduling a single or multiple locations to a different date require projects cancellation and resubmission as a new project.
  In addition to the administrative fee the Standard Cancellation Fee is $6.00 per telephone number, the Expedited Cancellation Fee is $75.00 per telephone number, and changes to 411 and Directory Listings and to Caller ID are $15.00 per telephone number.  
  1. You agree and acknowledge that a Snapback request, initiating the return of telephone number back to the previous carrier within twenty-four (24) hours of the Port Effective Date has a fee of $306.00 per telephone number, in addition to the administrative fee.
  NUMBER TRANSFER ON SERVICE TERMIINATION WiredIQ or its providers may receive requests from other telephony providers (the "Requesting Party") acting as agents on your behalf to port a telephone number currently assigned to you to a third party provider ("Port-Out"). WiredIQ will support all such requests and will cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party's reasonable directions and WiredIQ's or its providers' standard operating procedures. Note that you will be responsible for all monthly, usage and disconnect fees associated with the Service through the end of your then-current subscription term, all of which immediately become due and payable.   TECHNICAL SUPPORT WiredIQ provides technical support via phone and email, at no additional charge, to respond to and remediate problems associated with Covered Components, call quality or call completion problems. Problems may be reported via email at support@wirediq.com, or calling 941-615-1005. Upon receipt of a reported problem, WiredIQ will generate a response, within fifteen (15) minutes for a total voice services outage or within four (4) hours for all other issues, acknowledging receipt of the report. WiredIQ does not guarantee that any reported problem will be resolved within that period. WiredIQ provides support for system outages 24 hours per day 7 days per week on every day of the year. WiredIQ provides support for non-outage related technical issues during WiredIQ’s Technical Support Hours which are from 8:30 A.M. to 5:00 P.M eastern time on Monday through Friday. WiredIQ’s Business Days are days other than a Saturday, Sunday, federal holiday or any day WiredIQ is or is required to be closed.   CONNECTIVITY MONITORING WiredIQ’s Visual Cortex software monitors 24x7x365 connectivity and Covered Components to ensure uninterrupted quality service. However, in the event of a voice services outage: a. WiredIQ will send a Visual Cortex alert to the Subscriber and their designated Reseller about the voice outage; b. WiredIQ’s Failover software will automatically deliver calls to the failover number(s) pre-configured by Subscriber; c. Upon verification that the voice outage is unplanned, by the Subscriber or Reseller opening a ticket, WiredIQ will respond within fifteen (15) minutes;   d. WiredIQ will trouble shoot to identify the cause of the voice services outage, when possible, based upon the content of the request; and e. WiredIQ will resolve the voice services outage as soon as possible if traceable to WiredIQ operated equipment or services; or where the problem is traceable to non‐WiredIQ operated equipment, inform affected parties and intercede on Subscriber’s behalf, where possible, to resolve the interruption.   LAWFUL, NON-FRAUDULENT USE OF THE SERVICE AND OPE You agree to use the WiredIQ Service and OPE only for lawful purposes. You will not use the service or OPE for any unlawful, abusive, or fraudulent purpose, including, for example, using the service in a way that (1) interferes with our ability to provide service to you or other subscribers; or (2) avoids your obligation to pay for WiredIQ's Services. If WiredIQ has reason to believe that you or someone else is abusing the service or using it fraudulently or unlawfully, it may immediately suspend, restrict, or cancel the service without advance notice. While WiredIQ encourages the use of its services within the United States to other countries, WiredIQ does not presently offer or support the service to customers located in other countries. The OPE is intended for use only in the United States. If you remove the device to a country other than the United States and attempt to use the service from there, you do so at your own sole risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all such use of the service and/or device by yourself or any person making use of the service or device provided to you and agree to indemnify and hold harmless WiredIQ against any and all liability for any such use. Should removal of the device from the United States violate any export control law or regulation, you will be solely liable for such violation and agree to indemnify and hold harmless WiredIQ against any and all liability for such violation. If WiredIQ determines that you are using the service from outside of the United States WiredIQ reserves the right to terminate your service immediately and without advance notice, leaving you responsible for all outstanding charges as well as all monthly, usage and disconnect fees associated with the service through the end of your then-current subscription term, all of which immediately become due and payable.   THEFT OF SERVICE You agree to notify WiredIQ immediately, via e-mail to support@wirediq.com, or by phone at 941-615-1005 if the OPE is stolen or if you become aware at any time that your service is being stolen or fraudulently used. You must provide your account number and a detailed description of the circumstances of the OPE theft or fraudulent use of service. Failure to do so in a timely manner may result in the termination of your service (with your liability for all monthly, usage and disconnect fees associated with the Service through the end of your then-current subscription term, all of which immediately become due and payable. Until such time as WiredIQ receives notice of the theft or fraudulent use, you will be liable for all use of the service using an OPE stolen from you and any and all stolen service or fraudulent use of the service.   OWNERSHIP AND RISK OF LOSS You shall be deemed the owner of the OPE, except for rented equipment, and bear all risk of loss of, theft of, casualty to or damage to the OPE, from the time it leaves WiredIQ’s location until the time (if any) when it is returned by you pursuant to these Terms and Conditions and has been received by WiredIQ. Risk of loss passes to you at the time of shipment. Title passes, except for rented equipment, to you at the time of shipment.   REASONABLENESS AND FAIR USE POLICY (Applies to Unlimited Telecom (Unlimited Long distance) only)   WiredIQ’s unlimited domestic Long Distance is to be used for live dialog between human beings (no machine to machine calling) for normal business purposes and excludes calls to Alaska, Puerto Rico, other non-US state territories, for international calling, as listed on http://www.WiredIQ.com/international-rates, and inbound toll-free calling (unless subscribed to by Subscriber for an additional fee).  Unlimited domestic Long Distance is assigned to one call path. In addition to other prohibited uses, WiredIQ’s unlimited domestic Long Distance may not be used for:  
  1. mass call-in/call-out lines such as automatic call distribution (“ACD”) systems, call centers, “hotlines,” “contest lines,” 900 numbers (which are always prohibited by WiredIQ), political or fundraising campaigns, Subscriber support or inbound or outbound sales support applications.
  1. auto-dialing or “predictive” dialing or other systems that use any method to automatically attempt to saturate call signaling or call paths.
  1. spamming or blasting (e.g., simultaneously sending 20 or more bulk and/or junk voicemail or faxes).
  1. trunking or forwarding your WiredIQ number to another phone number(s) or phone system capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
  Total use cannot exceed the lesser of (a) 100,000 minutes of Domestic Long Distance per month per Subscriber; (b) 2,500 minutes of domestic Long Distance per month per call path; or (c) 300% of the use  per call path per Subscriber compared to all other WiredIQ subscribers’ domestic Long Distance usage, as measured over a rolling calendar quarter.  Overages are charged at $0.046/per minute billed in six second increments.   Upon Subscriber’s failure to comply with the above restrictions, WiredIQ reserves the right to suspend or terminate the Services.   PROHIBITED USE OF SERVICES You are expressly prohibited from reselling or transferring the service or WiredIQ Equipment to any other person for any purpose. In addition, you are expressly prohibited from using the service for robo-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal business usage patterns. If WiredIQ determines, in its sole and absolute discretion, that you are reselling or transferring the service or that your service is being used for any of the aforementioned activities, WiredIQ reserves the right to immediately terminate the service without advance notice, leaving you responsible for all outstanding charges as well as all monthly, usage and disconnect fees associated with the service through the end of your then-current subscription term and to assess additional charges for each month in which excessive usage occurred, all of which immediately become due and payable.   You agree to use WiredIQ Services and the WiredIQ Equipment only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when, in WiredIQ's sole and absolute judgment, the transmission, receipt or possession of such communication or material would (i) constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, federal or international law or (ii) encourage conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, federal or international law. WiredIQ reserves the right to terminate your service immediately and without advance notice if WiredIQ, in its sole and absolute discretion, concludes that you have violated the above restrictions, leaving you responsible for all outstanding charges as well as all monthly, usage and disconnect fees associated with the Service through the end of your then-current subscription term, all of which immediately become due and payable. You are liable for any and all use of the service and/or the OPE by yourself and by any person making use of the service or device provided to you and agree to indemnify and hold harmless WiredIQ against any and all liability for any such use. If WiredIQ, in its sole and absolute discretion, concludes that you have violated the above restrictions, WiredIQ may forward the objectionable material, as well as your communications with WiredIQ and your PII to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.   COPYRIGHT/TRADEMARK/UNAUTHORIZED USAGE OF DEVICE, FIRMWARE OR SOFTWARE The WiredIQ Service and WiredIQ Equipment and any firmware or software used to provide the service or provided to you in conjunction with providing the Service, or embedded in the OPE, and all services, information, documents and materials on WiredIQ's website and portal are protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All websites, portals, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of WiredIQ are and shall remain the exclusive property of WiredIQ and nothing in these Terms and Conditions shall grant you the right or license to use any of such marks. You acknowledge that you are not given any license to use the firmware or software used to provide the service or provided to you in conjunction with providing the service, or embedded in the OPE, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with these Terms and Conditions. You expressly agree that the OPE is exclusively for use in connection with the Service and that WiredIQ will not provide any passwords, codes or other information or assistance that would enable you to use the OPE for any other purpose. If you elect to use the service through an interface device not provided by WiredIQ, which WiredIQ generally prohibits, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the service and you will indemnify and hold harmless WiredIQ against any and all liability arising out of your use of such interface device with the service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.   TAMPERING WITH THE OPE OR THE SERVICES The OPE will be configured for your exclusive use of the service on your chosen broadband connection. Unless expressly authorized to do so by WiredIQ, you shall not tamper with the OPE, modify its configuration or try to directly access it in any way. You agree not to change the electronic serial number or equipment identifier of the device, or to perform a factory reset of the device, without express permission from WiredIQ. WiredIQ reserves the right to terminate your service should you tamper with the OPE, leaving you responsible for all outstanding charges as well as all monthly, usage and disconnect fees associated with the Service through the end of your then-current subscription term, all of which immediately become due and payable. You agree not to hack or disrupt the service or to make any use of the service that is inconsistent with its intended purpose or to attempt to do so.   CANCELLATION OF SERVICE By you:  
  1. If you cancel your service before the end of your then-current subscription term, you will be charged for all outstanding charges as well as all monthly, usage and disconnect fees associated with the service through the end of your then-current subscription term, all of which immediately become due and payable.
  1. Any service deposits held by WiredIQ on your behalf will be refunded.
  1. WiredIQ will charge your credit card for all remaining outstanding charges.
  By WiredIQ:  
  1. WiredIQ reserves the right to discontinue its service, cancel your account, and/or block your access to the WiredIQ network, without incurring any liability, immediately and without notice if WiredIQ deems that such action is necessary to prevent or to protect against fraud or to otherwise protect WiredIQ's personnel, agents, facilities, or services. Without limitation, WiredIQ may take such actions if:
  1. You refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of such service;
  1. You indicate that you will not comply with a request for security for the payment for services;
  1. Your service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of non-payment or possible fraud;
  1. You have been given notice by WiredIQ of any past due amount (which remains unpaid, in whole or in part) for any of WiredIQ's or an affiliated carrier's service to which you either subscribe or had subscribed or used;
  1. You either refuse to pay when billed for service or indicate to WiredIQ or an entity billing on WiredIQ's behalf that you do not intend to pay for service used by you;
  1. You use, or attempt to use, the service with the intent to avoid the payment, either in whole or in part, of the charges for the service by (i) using or attempting to use service by rearranging, tampering with, or making connections to the service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;
  1. You act, or fail to act, in a manner that hinders or frustrates any investigation by WiredIQ or others having legal authority to investigate your legal obligations;
  1. You were previously provided with notice of breach of contract, took corrective action, but thereafter engage in the same breach activity;
  1. You act in a manner that is threatening, obscene, harassing, or abusive to WiredIQ personnel; or
  1. WiredIQ is required to do so to comply with, or due to termination of one of WiredIQ’s underlying carrier agreements.
  1. WiredIQ reserves the right to discontinue its service, cancel your account, and/or block your access to WiredIQ's network, without incurring any liability, immediately upon written notice to you if:
  1. Any invoice charges remain outstanding and owed by you after the 30th day from the date of the invoice notifying you of the charges; or
  1. You fail to comply with a request by WiredIQ for security for the payment for services.
  1. In the event of the discontinuance of the service by WiredIQ pursuant to these provisions, you will be charged for all outstanding charges as well as all monthly, usage and disconnect fees associated with the Service through the end of your then-current subscription term, all of which immediately become due and payable.
  1. Any service deposits held by WiredIQ on your behalf will be refunded.
  1. WiredIQ will charge your credit card for all remaining outstanding charges.
  BILLING AND PAYMENT FOR SERVICES WiredIQ's billing procedures provide for the delivery of monthly bills in electronic format and for payment by credit/debit card or by ACH Transfer. Accordingly, WiredIQ requires that you execute and deliver a recurring payment authorization which will be kept on file at WiredIQ's offices. WiredIQ's Recurring Payment Authorization Form is available from your WiredIQ authorized dealer or by contacting WiredIQ at 941-615-1005 and requesting payment authorization form assistance to be directed to the appropriate party.   In the event, you desire to receive monthly invoices from WiredIQ by mail or remit payment by check, instead of credit/debit card or ACH Transfer, WiredIQ will add an Invoice Processing and Payment Fee to your monthly invoice. The fee is $4.99 per month.   WiredIQ's invoices will reflect the following charges depending on your Subscription Agreement and actual usage:  
  1. a monthly service fee for your WiredIQ Services;
  1. usage in excess of the included and any pre-purchased number of minutes (local and domestic long distance) as allocated by your plan per month, charged at $0.046 per minute billed in six-second increments (including any minutes used in connection with WiredIQ Fax);
  1. line demand in excess of your allocated number of lines ("Line-burst") charged at $0.25 per minute (including WiredIQ Fax usage) rounded up;
  1. in bound toll-free service in excess of the pre-purchased number of minutes, if any, charged at $0.03 per minute billed in sixty-second increments (including WiredIQ Fax usage), rounded up; and
  1. WiredIQ Fax usage in excess of 100 pages per month per WiredIQ Fax Personal license charged at $0.05 per page;
  1. remote extension monthly service fee of $4.95 when remote extension enabled at any time during the billing cycle (separate e911 charge(s) will be applicable for the line associated with the remote extension);
  1. WiredIQ Fax Classic monthly service fee where subscriber has a registered fax line but no WiredIQ Fax Personal license purchased for that fax line;
  1. 411 calls and other ELS calls; and
  1. International, Alaska, Puerto Rico and other US territories call charges, charged on a per minute usage basis at then current rates (including WiredIQ Fax usage);
  1. charges for all other services subscribed to and provided for in the Subscriber Agreement or actually used at any time during the billing cycle at the then current rate(s), such as toll free numbers, out of area numbers, additional DID (direct inward dial) usage, and unpublished numbers, etc.;
  1. any shipping or handling charges; and
  1. all applicable Taxes and Fees.
  You may incur charges or be required to order a different type of service plan if you change your phone number after your WiredIQ Service has been activated. For purposes of determining charges on your invoice, local call is defined as any call made inbound or outbound that is within 40 miles of the central office of the primary phone number of the WiredIQ location as determined by Vertical and Horizontal (V&H) Coordinates.  A long-distance call is defined as an outbound call to a phone number located within a central office that is greater than 40 miles from the central office of the primary phone number of the WiredIQ location, as determined by Vertical and Horizontal (V&H) Coordinates.  An out-of-area phone number is defined as a phone number located within a central office that is greater than 40 miles from the central office of the primary phone number of the WiredIQ location, as determined by Vertical and Horizontal (V&H) Coordinates.   WiredIQ will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which WiredIQ decides to bill in arrears) to your credit card, including but not limited to: activation fees, monthly service fees, international usage charges, 411 and ELS charges, advanced feature charges, equipment purchases, disconnect fees and shipping and handling charges. WiredIQ reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50. Any usage charges will be billed in increments that may be rounded up to the nearest minute except as otherwise set forth in the rate schedules found on WiredIQ's website.   WiredIQ shall have the sole discretion and flexibility to apply any payments or other money received from a subscriber against any invoices or other amounts due and owing to WiredIQ or any of its affiliated entities by that subscriber.   COMMENCEMENT OF BILLING Once your Services are installed, provisioned and functioning (able to make outgoing calls and receive incoming calls on the “shadow” DID or actual Subscriber ported TN) at your initial location), WiredIQ will begin monthly billing for the services (we refer to this as “Enabled and Available” for use)).   ACCORD AND SATISFACTION No payment by you or receipt by WiredIQ of an amount less than the invoiced amount shall be deemed to be other than on account. No endorsement or statement on any check, or in any letter accompanying any check or payment shall be deemed an accord and satisfaction, and WiredIQ may accept such check or payment without prejudice to WiredIQ's right to recover the balance due or pursue any other remedy provided in these Terms and Conditions.   PRICE CHANGES AND OTHER MODIFICATIONS Notwithstanding any terms to the contrary in any WiredIQ materials, WiredIQ may change the prices and charges for WiredIQ Services and/or international calling and/or 411 and ELS services from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the service and/or other charges are effective no sooner than fifteen days after we post them on our web site at www.WiredIQ.com. Increases to charges that recover our costs associated with government programs are effective no sooner than 3 days after we post the increases on our web site.   If you choose to add additional WiredIQ Services or equipment after the commencement date of your first location, all additional WiredIQ Services and equipment must be purchased through WiredIQ.  If such equipment is not purchased through WiredIQ, you understand that WiredIQ may refuse to add this equipment to your agreement.   CHARGES AND BILLING Charges accrue through a full billing period. To determine the charge for each international call, we may round up to the next full minute for any fraction of minutes used. We will determine the format of the bill and the billing period, and we may change both the bill format and the billing period from time to time. STORAGE OF RECORDED CALLS For those Subscribers that have licensed WiredIQ’s Contact Center software and purchased call recording, WiredIQ stores those calls you choose to record.  Except when subscribing to WiredIQ’s unlimited call recording feature, each call agent license includes 200 hours of cumulative recording time with the hours pooled among all licensed agents of Subscriber.  WiredIQ samples the stored hours once per day for each Contact Center Subscriber and the daily average over the monthly billing cycle determines the total cumulative recording time for that billing cycle.  If the daily average exceeds the total number of pooled hours in any billing cycle, an overage charge of $0.25 per hour (or fraction thereof) will apply for that billing cycle and will be invoiced in arrears to Subscriber.  Subscriber’s system administrator can delete or download calls stored by WiredIQ to Subscriber’s system at no charge and without assistance from WiredIQ.  Please see the Contact Center Configuration Guide for information on deleting or downloading those calls being stored by WiredIQ.   FAILURE TO PAY Upon advance notice, we may suspend, restrict, or cancel the service, if you do not make payments for current or prior bills by the required due date. Service suspension or cancellation may result in your loss of the number associated with the service if amounts due are not paid and ported out.   LATE PAYMENT CHARGES & BILLING DISPUTES Acceptance of late or partial payments (even if marked "Paid in Full" or with other restrictions) shall not waive any of our rights to collect the full amount of your charges for the service. You must notify WiredIQ in writing within 7 days after receiving your credit card statement if you dispute any WiredIQ charges on that statement or such dispute will be deemed waived. Billing disputes should be directed to WiredIQ via e-mail at accounting@wirediq.com.   You agree to reimburse us for reasonable attorneys' fees and any other costs associated with collecting delinquent or dishonored payments. If charges cannot be processed through your credit card, we will charge you an additional $25.00. If the state law where you receive the service requires a different fee, we will charge you that amount.   TAXES AND FEES You are responsible for, and shall pay, any applicable federal, state, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for WiredIQ Services or the WiredIQ Equipment. Such taxes, fees and/or charges, may include but not be limited to, federal and state Universal Service Fund Fees, and other federal, state or local mandated taxes, fees and surcharges based on jurisdiction, for example, use, excise and e911 charges, as well as any compliance and/or administrative cost recovery fees. Such amounts are in addition to payment for the service or devices and will be invoiced as set forth in these Terms and Conditions. If you are exempt from payment of certain taxes, you must provide WiredIQ with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date WiredIQ receives such certificate.   RIGHT TO ACT Upon Subscriber’s failure to perform any of its duties required by these Terms and Conditions, WiredIQ may, but shall not be obligated to, perform any or all such duties, including payment of any tax, assessment, or insurance and other charges or expenses as provided herein.  Subscriber shall reimburse WiredIQ an amount equal to the cost paid plus a 10% administrative fee.   CREDIT ALLOWANCES FOR INTERRUPTION OF WIREDIQ SERVICE WiredIQ guarantees 99.999% network reliability for voice services.  WiredIQ shall provide a 200% credit to customer's account for the duration of any outage if the cause of a voice service interruption is traced to WiredIQ owned and operated equipment, whether located at the customer’s premises or a WiredIQ data center; more than fifteen percent (15%) of Subscriber's phones are affected by the interruption; and the interruption exceeds 26 seconds’ duration (less than 99.999% monthly uptime). The credit shall be calculated by dividing the duration of the outage in seconds (less 26 seconds) by the total seconds in the month times the total fixed recurring service charge (excluding maintenance, equipment, taxes and other fees) times two. The credit shall be applied to the next billing cycle invoice.   If Customer subscribes to WiredIQ Equilibrium Bandwidth as both primary and secondary connection to the Internet, along with Visual Cortex, WiredIQ’s failover software, WiredIQ guarantees Internet access uptime of at least 99.999%.  WiredIQ cannot guarantee Internet access uptime for any third-party provided Internet connection.   Consumer Price Index Escalation Upon each anniversary of the Commencement Date, WiredIQ shall review the change in the Consumer Price Index (CPI-U, U.S. city average, all items, 1982-1984=100) (the “Index”) as published by the U.S. Bureau of Labor Statistics, over the prior twelve (12) months (or such period as close as possible given the dates on which the CPI-U is published).   Such review shall be made by subtracting the Index in effect as of the previous anniversary date (or commencement date when such review is made at the first anniversary) (“Base CPI”), from the Index published as close to the anniversary date (“Current CPI”) as possible.  The resulting difference is then divided by the Base CPI.  If the quotient (the “Factor”) is .03 or greater, then WiredIQ shall have the right to adjust going forward all WiredIQ recurring charges as of the anniversary date by multiplying the recurring charges by the “Index Ratio” which is equal to the Factor plus one (1). If the Factor is .03 or greater in any year, all subsequent increases to the Index as of the anniversary date, regardless of amount, shall be used to determine the “Adjusted Factor.”  WiredIQ shall have the right to adjust going forward all WiredIQ recurring charges as of each anniversary date by multiplying the original recurring charges (as determined prior to any adjustment under this provision) by the “Adjusted Index Ratio,” which is equal to the Adjusted Factor plus one (1). The determination of the Factor, Adjusted Factor and related Index Ratios is represented by the following formulas:   F = (A – B)/B             AF = ((A – B)/B) + F             IR = F+1           AIR =AF + 1   Where:
A = Current CPI F = Factor IR = Index Ratio
B = Base CPI AF = Adjusted Factor AIR = Adjusted Index Ratio
  Example 1:  Base CPI is 215.693 and the Current CPI is 217.965.  The Factor is .011.  Since the Factor is less than .03, no adjustment is made to the recurring charges. Example 2:  Base CPI is 217.965 and the Current CPI is 225.722.  The Factor is .036.  Given that the Factor exceeds .03, the original recurring charges are multiplied by the Index Ratio of 1.036 to determine the new recurring charges going forward. Example 3:  Same facts as Example 2 but on the next anniversary the Current CPI is 229.478.  The Adjusted Factor becomes .052 [((229.478-225.722)/225.722) +.036] and the original recurring charges are multiplied by the Adjusted Index Ratio of 1.052 to determine the new recurring charges going forward.   No adjustment shall be made to the recurring charges until the Index has increased by 3% or more between anniversary dates.  WiredIQ reserves the right to adjust all non-recurring charges using the same calculations.   In the event that the Index is unavailable as of the anniversary date, you are to continue to timely pay all WiredIQ recurring charges until the Index is available. Once available, the calculation shall occur to determine if the WiredIQ recurring charges are subject to escalation in accordance with this section.  If there is an escalation, you agree to make a retroactive payment to WiredIQ equal to the difference between (1) the escalated WiredIQ recurring charges due from the anniversary date until the date such increase was finally computed; and (2) the WiredIQ recurring charges actually paid by you from the anniversary date until the date such increase was finally computed. No subsequent adjustments or re-computations, retroactive or otherwise, shall be made due to any revision that may later be made to the first published figure of the Index for any month.   In no event shall the WiredIQ recurring charges decrease as a result of a change in the Index.   Any delay or failure of WiredIQ in computing or billing you for an escalation in the WiredIQ recurring charges as permitted by this section shall not constitute a waiver of or in any way impair your obligation to pay any portion of the escalation.   Your obligation to pay escalated WiredIQ recurring charges shall continue and shall cover all periods up to the last date of the Subscription Agreement, through expiration or termination.   In the event the Index ceases to use 1982-84=100 as the basis of calculation, or if, in WiredIQ's sole judgment, a substantial change is made in the method used by the federal government to determine the Index or the items used to calculate the Index, then the Index shall be converted (the “Conversion”) to the figure that would have been calculated (or as close to such figure as shall be practical) had the manner of calculating the Index in effect as of the date of the Subscription Agreement not been altered. As used herein, it shall be deemed a “substantial change” in the manner in which the Index is calculated if the federal government adjusts the method in which the Consumer Price Index is determined in an attempt to more accurately reflect changes in the cost-of-living.   If, in WiredIQ's sole judgment, the Conversion is impossible or impractical, then the revised Index shall be deemed to replace the original Index for purposes of the Subscription Agreement.   SPARE PARTS AND DEACTIVATED EQUIPMENTSpare Parts” means any BrainBox or other equipment that is purchased by a Subscriber or a channel partner from WiredIQ and is not scheduled to be activated on the WiredIQ Nervous System at the time of purchase.   “Deactivated Equipment” means any BrainBox or other equipment purchased from WiredIQ that was previously active on a Subscriber’s WiredIQ Nervous System but has since been deactivated in accordance with these Terms and Conditions.   For activation of any item of Spare parts, purchaser must contact WiredIQ for an activation quote, which includes installation and maintenance fees payable in connection with the activation, except in the case of an Instant RMA (as defined below). Once the quote has been accepted the Spare parts will be activated, at which time it shall accrue recurring maintenance charges according to the activation quote.  Once activated, equipment returned to a purchaser’s inventory (and subsequently deactivated) will continue to be subject to recurring maintenance charges. If a Subscriber wishes to deactivate any Covered Component purchased from WiredIQ, it must notify WiredIQ of same at least five (5) business days prior to deactivation.  Upon receipt of notice, WiredIQ will produce a quote to deactivate the Covered Component that reflects recurring maintenance charges for the Deactivated Equipment. The minimum charge associated with Deactivated Equipment will be a one month maintenance charge, regardless of how long the equipment is actually deactivated.  If Subscriber intends to reactivate Deactivated Equipment in the future, it must pay WiredIQ such recurring maintenance charges to maintain the right to a replacement from WiredIQ in the event of a subsequent failure.  WiredIQ will not reactivate any Deactivated Equipment for which it has not received full and timely recurring maintenance payments.   If any item of Spare parts or Deactivated Equipment is used to replace any Covered Component that is the subject of an RMA request, subject to the other replacement conditions contained in these Terms and Conditions, WiredIQ will provide activation for the Spare or Deactivated Equipment. WiredIQ will also provide a replacement for the non-functional Covered Component that is of the same or comparable model and functionality as the original item.   Any owner of Spare parts or Deactivated Equipment may use Spare or Deactivated Equipment to temporarily replace non-functioning equipment (an “Instant RMA”) that is the subject of an RMA request. If Spare or Deactivated Equipment is temporarily used WiredIQ will not invoice for any installation charges, or any additional maintenance charges beyond those that are already payable for the non-functioning equipment.  However, if the owner of such temporary equipment wishes to deactivate, and take it back into its inventory, it must pay recurring maintenance charges from the date of deactivation, and must request a deactivation quote from WiredIQ describing those charges.   In the event that any Spare parts or Deactivated Equipment is activated as a result of an Instant RMA, WiredIQ will ship the replacement equipment directly to the owner of the defective Covered Component.  If the RMA is for a Subscriber and the temporary equipment is not from Subscriber’s own inventory, it shall be the responsibility of the party providing the temporary equipment to retrieve it from the Subscriber.  If the owner of the Spare parts or Deactivated Equipment desires to take that equipment, or the replacement equipment, back into its inventory, it must contact WiredIQ to request same.   A Subscriber may deactivate Covered Component and place it in its own inventory at any time in compliance with these Terms and Conditions.  Also, upon the expiration of any Subscriber Agreement with WiredIQ, ownership of Spare parts and Deactivated Equipment may be transferred from a Subscriber to a WiredIQ channel partner in good standing with WiredIQ.  However, WiredIQ will not activate any equipment that was transferred by a Subscriber that was in default of any term of its Subscriber Agreement at the time of transfer, including payment of all amounts owed to WiredIQ.  Any party may cure the default of a Subscriber.   Ordering or activation of Spare parts will not affect the duration of any existing agreement with WiredIQ and any existing agreement will continue to operate on its own terms upon the ordering or activation of Spare parts.   RMA PROCESS Replacement orders will be shipped by the end of the next Business Day when the order is received by WiredIQ before 3:00 P.M. eastern time, for next Business Day shipping to destinations in the continental United States (Alaska, Hawaii, Puerto Rico and Canada may require additional time). Replacement orders received after 3:00 P.M. will be processed on WiredIQ’s next Business Day. If a piece of Covered Equipment is inoperable, Subscriber is to first contact its authorized WiredIQ reseller for immediate replacement from its stock (if available) or to authorize replacement as stated above. INDEMNIFICATION YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD WIREDIQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE SERVICE, 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 SERVICE, RELATING TO OR ARISING OUT OF THE WIREDIQ SERVICES, THE WIREDIQ EQUIPMENT, OR THESE TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO THE LACK OF 911 DIALING OR DIALING ASSOCIATED WITH A SECURITY SYSTEM. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THESE TERMS AND CONDITIONS.   YOU AGREE THAT WIREDIQ SHALL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CLAIMS AGAINST US THAT ARISE FROM YOUR USE OF THE SERVICES. FURTHER, YOU AGREE TO REIMBURSE US FOR ALL COSTS AND EXPENSES RELATED TO THE DEFENSE OF ANY SUCH CLAIMS, INCLUDING ATTORNEYS' FEES, UNLESS SUCH CLAIMS ARE BASED ON OUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. THIS PROVISION WILL CONTINUE TO APPLY AFTER THE SERVICE ENDS.   LIMITATIONS OF LIABILITY BY SUBSCRIBING FOR AND USING THE SERVICE, YOU AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND UNDERSTAND THE LIMITATIONS OF THE WIREDIQ SERVICE DESCRIBED HEREIN.   WIREDIQ'S LIABILITY TO YOU ON ACCOUNT OF ANY ACT OR OMISSION OF WIREDIQ RELATED TO THESE TERMS AND CONDITIONS, INCLUDING ACTS OR OMISSIONS RELATED TO 911 DIALING, SHALL BE LIMITED TO ACTUAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY WIREDIQ'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. EXCEPT FOR DAMAGES THAT ARE THE DIRECT RESULT OF WIREDIQ'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, YOU WILL NOT BE ENTITLED TO ANY OTHER DAMAGES, INCLUDING INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION. WIREDIQ AND ITS EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY UNAUTHORIZED ACCESS, DAMAGES OR MODIFICATIONS TO, OR LOSS OR DESTRUCTION OF, ANY OF YOUR SOFTWARE, FILES, DATA OR PERIPHERALS OR FOR COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT.   WiredIQ shall not be liable for any delay or failure to provide WiredIQ Services, including 911 dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by an event outside the control of WiredIQ (each a “Force Majeure” Event), including, without limitation, any of the following: acts of God; strikes; fire; flood; storms; war; riot; government any act or omission of an underlying carrier, service provider, vendor or other third party; any equipment, network or facility failure; any equipment, network or facility upgrade or modification; any equipment, network or facility shortage; any equipment or facility relocation; any service, equipment, network or facility failure caused by the loss of power to you; any outage of your ISP or broadband service provider (including where WiredIQ is your ISP or Broadband service provider); any act or omission of you or any person using the service or device provided to you; or any other cause that is beyond WiredIQ's control, including without limitation a failure of or defect in any device, the failure of an incoming or outgoing communication, the inability of communications (including without limitation 911 dialing) to be connected or completed, or degradation of voice quality.   Further, WiredIQ shall not be liable to you or others for any damages arising from the content of any data transmission, communication or message transmitted to or received by you (whether read or unread, solicited or unsolicited), or losses resulting from any goods or service purchased or messages received or transactions entered into through the service.   WiredIQ's aggregate liability for (i) any failure or mistake; (ii) any claim with respect to WiredIQ's performance or nonperformance hereunder or (iii) any WiredIQ act or omission in connection with the subject matter hereof shall in no event exceed service charges with respect to the affected time period.   DISCLAIMER OF DAMAGES EXCEPT AS PROVIDED ABOVE, IN NO EVENT SHALL WIREDIQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING INABILITY TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE DISCLAIMER AND LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WIREDIQ WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.   Some states do not allow the exclusion or limitation of certain damages, or other modifications of or limitations to certain remedies, so the above exclusion or limitation may not apply to you, in whole or in part.   NO WARRANTIES ON SERVICE WIREDIQ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WIREDIQ DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY WIREDIQ OR WIREDIQ'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND. WE DO NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, WIREDIQ EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. NO WARRANTIES OR LIMITED WARRANTIES FOR THE OPE OR WIREDIQ EQUIPMENT   In the event the OPE malfunctions, and such malfunction is not the result of any misuse, damage or tampering by you, WiredIQ will provide you with a replacement unit upon request. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, WIREDIQ MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE WIREDIQ EQUIPMENT FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE, WIREDIQ EQUIPMENT OR ANY FIRMWARE OR SOFTWARE IS "ERROR FREE" OR WILL MEET YOUR REQUIREMENTS. DISPUTE RESOLUTION AND MANDATORY ARBITRATION   You agree that you will first negotiate with us in good faith to settle any claim or dispute you have that is in any way related to or concerning the Subscription Agreement, or our provision to you of the WiredIQ Service or the WiredIQ Equipment (a "claim"). You must send a written description of your claim to our contact (by email at accounting@wirediq.com, or by mail at WiredIQ Communications, LLC. Attn: Legal Department, 4545 Mariotti Ct, Unit J, Sarasota, FL 34233) to start this process. Instead of suing in court, you agree that any claim or dispute that in any way relates to or arises out of the Subscription Agreement that has not be resolved after our good faith negotiation must be submitted to final, binding arbitration with the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, which are a part of these Terms and Conditions by this reference and are available at www.adr.org. You must serve our contact (by post at WiredIQ Communications, LLC, LLC Attn: Legal Department, 4545 Mariotti Ct, Unit J, Sarasota, FL 34233) with a notice of an arbitration in order to begin the arbitration process.  Arbitration shall be pursuant to Florida law and shall take place exclusively in Sarasota County, Florida, before a single arbitrator.  Once a notice of arbitration is provided, the proceeding becomes confidential and you agree to not publish or otherwise communicate to any person or in any public forum any disparaging remarks, comments or statements concerning WiredIQ, its products and services, or any of its officers, employees and agents.   Your agreement to arbitrate extends to claims that you assert against other parties, if you also assert claims against WiredIQ in the same proceeding. The WiredIQ Service involves interstate commerce and the Federal Arbitration Act and federal arbitration law govern arbitrations under these Terms and Conditions. An arbitrator may only award as much relief as a court having jurisdiction in the place of arbitration, limited to the same extent that a court would limit such relief and consistent with the provisions of these Terms and Conditions. An arbitrator may order injunctive or declaratory relief (as long as that injunctive or declaratory relief does not apply beyond your dealings with us) or summary judgment under applicable law. AAA has a fee schedule for arbitrations. You and we agree to pay our own other fees, costs and expenses including those for counsel, experts, and witnesses and agree to equally share the arbitrator’s fee. Visit http://www.adr.org/ for arbitrator fee information in hardship circumstances. Arbitration hereunder will occur before a single neutral arbitrator having significant experience in the subject matter of this Agreement and who will be selected by the Parties within twenty (21) days of WiredIQ’s receipt of the notice of arbitration from an identical list of arbitrators provided by the AAA, in accordance with applicable AAA rules.  If the parties are unable to agree upon an arbitrator, each party shall have fifteen (15) days from the transmittal date of the list to strike names objected to, number the remaining names in order of preference, and return the list to the AAA. If a party does not return the list within this 15-day period, all persons named therein shall be deemed acceptable. From among the persons who have been approved on both lists, and in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve. If the parties fail to agree on any of the persons named, or if acceptable arbitrators are unable to act, or if for any other reason the appointment cannot be made from the submitted lists, the AAA shall have the power to make the appointment from among other members of the panel without the submission of additional lists.   Arbitration proceedings will take place exclusively in Sarasota County, Florida.  The following discovery will be permitted: interrogatories, requests for admission, production of documents and depositions of no more than four (4) fact and/or expert witnesses for a total of no more than twenty (20) hours. Either Party requesting eDiscovery as part of the production of documents will bear the cost of such production, up to $1,000.00. All exchanged discovery is considered confidential information and cannot be published in any form.  The final hearing of arbitration cannot occur for more than three (3) consecutive Business Days and must be held within six (6) months from the appointment of the arbitrator.  The arbitrator can permit additional hearing days, if determined to be reasonably necessary, and up to two (2) extensions per party in the event of unavoidable delays beyond the control of the Parties.  In the event an award is rendered, the party against whom the award is granted shall bear all final costs for the arbitrator’s fees and the prevailing party’s fees, costs and expenses including those for counsel, experts and witnesses; provided, however, if the arbitrator grants partial relief to both Parties, the arbitrator will equitably allocate the arbitrator’s fees and other costs.  The arbitration award will be final and binding on both Parties, will not be subject to any appeal and will be enforceable in any court of competent jurisdiction. Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. While the prohibition on consolidated or class-wide proceedings in these Terms and Conditions will continue to apply: (a) you may take claims to small claims court, if they qualify for hearing by such court and (b) if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement, as explained in the "Late Payment Charge & Billing Disputes" section above.   YOU AND WIREDIQ ACKNOWLEDGE AND AGREE THAT THIS SECTION WAIVES ANY RIGHT TO A JURY TRIAL OR PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION. IF A COURT OR ARBITRATOR DETERMINES THAT YOUR WAIVER OF YOUR ABILITY TO PURSUE CLASS OR REPRESENTATIVE CLAIMS IS UNENFORCEABLE, THESE ARBITRATION PROVISIONS WILL NOT APPLY AND OUR DISPUTE WILL BE RESOLVED BY A COURT OF APPROPRIATE JURISDICTION, OTHER THAN A SMALL CLAIMS COURT. SHOULD ANY OTHER PORTION OF THESE ARBITRATION PROVISIONS BE DEEMED UNENFORCEABLE, THAT PORTION SHALL BE REMOVED, AND THE AGREEMENT SHALL OTHERWISE REMAIN BINDING.   The foregoing notwithstanding, WiredIQ may initiate legal action for non-payment of services, equipment or other items furnished to you or others at your direction, as well as for any other cause of action as may be necessary to protect any and all interests of WiredIQ.  Your Subscription Agreement, these Terms and Conditions, any Related Documents and any legal action shall be interpreted under and pursuant to Florida law, without regard to principles of conflicts of law to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.  The Parties herein agree that any legal suit, action or proceeding arising out of or relating to your Subscription Agreement, these Terms and Conditions and any Related Documents shall be instituted in the federal courts of the United States of America located in the Middle District of Florida, Tampa Division, or the courts of the state of Florida,  located in Sarasota County, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.   REMEDIES CUMULATIVE All remedies of WiredIQ under these Terms and Conditions, Subscription Agreement or any of the Related Documents are cumulative and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy to the exclusion of all others or to preclude the exercise of any other remedy.   NO THIRD PARY BENEFICIARIES No provision of these Terms and Conditions provides any person or entity other than WiredIQ and you with any remedy, claim, liability, right of reimbursement, or cause of action or creates any other third party beneficiary rights.   ACTS BEYOND OUR CONTROL Neither you nor we will be responsible to the other for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control, except that you must pay for all WiredIQ Services.   ASSIGNMENT WiredIQ can assign all or part of its rights or duties under these Terms and Conditions without notifying you, and without such assignment being considered a change to the Terms and Conditions. In such cases, WiredIQ will have no further obligations to you. You may not assign these Terms and Conditions or the services under any circumstances without our prior written consent. Subject to these restrictions, these Terms and Conditions will bind the heirs, successors, subcontractors, and assigns of the respective parties, who will receive its benefits.   NOTICES Notices from you to WiredIQ must be via e-mail to accounting@wirediq.com. WiredIQ's notice to you under these Terms and Conditions will be provided via e-mail to the person designated on your Subscription Agreement as your WiredIQ Subscriber Contact. Notices from you to WiredIQ regarding cancellation and/or termination of your WiredIQ Subscriber Agreement must be sent via email to accounting@wirediq.com.   SEVERABILITY If an arbitrator or court of competent jurisdiction declares any part of these Terms and Conditions invalid or unenforceable as drafted, it is intended that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law.  If such provision cannot be so amended and construed, it shall be severed, and all other parts of these Terms and Conditions shall remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of these Terms and Conditions.   SURVIVABILITY The provisions of these Terms and Conditions that, by their nature and content, must survive the completion, rescission, termination or expiration of these Terms and Conditions in order to achieve the fundamental purposes of these Terms and Conditions (including, without limitation, those provisions such as confidentiality, dispute resolution, and indemnification), shall so survive and continue.   ENTIRE AGREEMENT; AMENDMENT; AUTHORITY These Terms and Conditions, the Privacy Policy, the WiredIQ Subscriber Agreement and the other Related Documents constitute the entire agreement concerning the WiredIQ Service and the WiredIQ Equipment between us and supersedes all prior agreements, understandings, statements or proposals concerning the WiredIQ Service and the WiredIQ Equipment, including representations, whether written or oral. The language contained in any purchase order, invoice acknowledgment form, or other ordering document or communication from Subscriber that is not specifically accepted by an authorized officer of WiredIQ in writing shall not vary the Subscriber Agreement, these Terms and Conditions, or any of the other Related Documents.  The Parties hereby waive all such language and agree that any such language shall not be enforceable between the Parties.   These Terms and Conditions can be amended at any time and from time by WiredIQ in its sole and absolute discretion. No written or oral statement, advertisement, or service description not expressly contained in these Terms and Conditions, as amended from time to time, shall be used to contradict, explain, or supplement them. Neither you nor WiredIQ is relying on any representations or statements by the other party or any other person which are not included in these Terms and Conditions.   You represent that you have carefully reviewed these Terms and Conditions and fully understand each and every one of them. You further represent that you have full authority to execute the WiredIQ Subscription Agreement on behalf of the Subscriber, as if executed “in person” in Sarasota, Florida, and that the agreement represented by the Subscription Agreement and the Related Documents constitute the legal, valid and binding obligation of the Subscriber, fully enforceable against the Subscriber in accordance with these Terms and Conditions.   Effective Date   January 1 2017   Add: Language for network security, building security, surveillance, SD-WAN, building controls. Look for alarm contracts Look for network security contracts for protective language (SonicWall, Barracuda)  
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