LIGHTSPEED CLEC, INC., a Florida corporation (“Lightspeed”) operates business use services (“Services”) designated and marketed as Lightspeed Voice, consisting of Lightspeed Connect (formerly known as PrismPBX®)  and Lightspeed Automate (together referred to as Lightspeed Quantum), and Lightspeed Solutions, consisting of managed IT solution software products. This Terms of Service (the “Agreement”) state the terms and conditions under which you may use, access or browse Lightspeed Services inclusive of (i) the Lightspeed Connect telephone phone system service and related software, tools and databases (together as “Connect”), (ii) the Lightspeed Automate service and related software, tools and databases (together as “Automate”), and (iii) Lightspeed Solutions service and related software, tools, databases and third party user licenses (together as “Solutions”). By using Lightspeed Services you (“Client” or “you” or “your”) agree to be bound by this Agreement. If you wish to access, use or browse Lightspeed Services, please read this Agreement carefully. If you object to anything in this Agreement or any other policy referred to in this Agreement, you should discontinue use of Lightspeed Services immediately.

ACCEPTANCE OF TERMS OF USE AGREEMENT

a. Acceptance. This Agreement sets out the legally binding terms of your use of Lightspeed Services and/or Lightspeed’s related product offerings. This Agreement may include other Lightspeed policies referenced herein and any notices regarding Lightspeed Services. By accessing Lightspeed Services or executing a service order (“Service Order”) and/or clicking the “Accept & Continue” button, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.

b. Modification. This Agreement and any other policies referenced by this Agreement may be modified by Lightspeed at its sole discretion from time to time. Such modifications shall be effective upon posting on Lightspeed’s website, and your use of Lightspeed Services after such posting will constitute acceptance by you of such changes. Please consult this Agreement and the referenced policies regularly. This Agreement was last updated on March 1st, 2024.

c. Access and Retention. A link to this Agreement will be found on the Lightspeed homepage (currently located at https://www.lightspeedvoice.com/tos). In order to access and retain this electronic Agreement, you must have access to the internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all software and equipment necessary to make such connection to the internet. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

Emergency 911 Issues and Disclosure.

You acknowledge that emergency 911 services accessed through equipment connected to Lightspeed Services through the Internet may be different from emergency services through a wireline provider. These differences may have an adverse impact upon the ability or timeliness of the provision of 911 services to you or others in the event of an emergency. In addition, due to limitations on technology, the location reported for your telephone may not include your specific location within a business premise. Accordingly, you are responsible for the accurate reporting of the physical location where Lightspeed Services is to be used via the Internet and for instructing each employee that he/she must state the specific location in which they are located within your premises in the event of an emergency.

In the event that any equipment used to provide Lightspeed Services via the Internet is moved to another location, you are responsible for notifying Lightspeed in writing to reflect the new physical location where Lightspeed Services is to be provided and for instructing each employee that he/she must update Lightspeed promptly in writing and by entering the updated information in the portal when such employee changes the physical location where Lightspeed Services is being provided. You are also obligated to contact a local public safety answering point to certify the new address and/or location has been updated in the record. Even though you will be able to use Lightspeed Services without interruption in the event you change the physical location where Lightspeed Services are to be provided, it may take time to update emergency dispatch information, which could result in the failure to dispatch emergency personnel to the proper location.

You further acknowledge and understand the limitations of emergency 911 services provided via Lightspeed Services through the Internet. Such limitations, which may preclude your ability to make emergency calls include, but are not limited to any of the following:

1. loss of electrical power;

2. loss of Internet connection for any reason;

3. defective Client premises equipment;

4. network congestion/crash; and

5. delays from updating your registered physical location.

In some cases, emergency calls may not be routed to the designated emergency response center in your area. Rather, an emergency call may be routed to an alternative emergency dispatch center which may not have access to any or all of your registered physical location information. Consequently, you should be prepared to provide information with respect to your physical location sufficient to dispatch emergency personnel to you. This method may delay the dispatch of emergency personnel to your location. If the emergency call is disconnected for any reason prior to the time you have provided your physical location, emergency personnel will have no way to contact you or determine your identity or location, and you should immediately redial 911.

You agree to advise any and all employees, invitees, and every other person who may make calls using Lightspeed Services via the Internet of the limitations described above and you acknowledge that you have read the above limitations with respect to emergency calls over Lightspeed Services, that you understand these limitations, and that you agree to them. You also acknowledge that in the event you are no longer in accordance with the provisions herein, your service with Lightspeed may be disconnected.

1. Subscription/License. Subject to the terms and conditions of this Agreement, Lightspeed hereby grants to Client a limited, non-exclusive, non-transferable license to access and use Lightspeed Services during the subscription term or any renewal period thereof (the “Term”). The applicable subscription plans, associated Charges and initial subscription term will be selected by the Client during the Client’s registration with Lightspeed Services, in a Service Order or during any subsequent purchase.  Initial location Term and monthly billing commence upon services for any user being activated and available for use (ie. ability to receive inbound calls or software provisioned). Subsequent additions inclusive of new service activations are co-terminus with the current location Term, unless otherwise specified. Subscription plans and their associated Charges are available upon request. By agreeing to grant such license, Lightspeed does not obligate itself to maintain Lightspeed Services in its present form. Lightspeed may discontinue, upgrade, modify, change or enhance Lightspeed Services in its sole discretion.

2. Multi-Clients. A Client that is an entity, organization, or institution may assign individuals who are employees of Client (“Authorized End-Users”) to access Lightspeed Services . If a Client desires to assign an individual who is not an employee of the Company, then Client must obtain written consent from Lightspeed prior to such assignment. Client will remain liable for all acts or omissions of its Authorized End-Users with respect to access and use of Lightspeed Services; furthermore, and for the avoidance of doubt, such Client will be responsible for ensuring that its Authorized End-Users remain fully compliant with this Agreement. The Authorized End-User’s identifier must not be of a generic nature. An example of a permissible unique identifier is John Doe and john.doe@company.com; examples of impermissible generic identifiers include the following: support@company.com or user1@university.edu. A Client purchasing a Multi-Client Subscription must designate an administrator (“Master Administrator”). A Master Administrator shall have reporting access and management tools.

3. License Restrictions. Lightspeed Services are intended solely for the internal business use of the Client. Lightspeed reserves all rights not expressly granted to Client. Client will not copy, export, transmit electronically, download electronically or in hard copy, post to a database or to the Internet, or otherwise reproduce in any fashion any portion of Lightspeed Services, or its underlying content, software, tools, reports or databases or any substantial portion thereof, except as expressly authorized in this Agreement. Except as expressly authorized in this Agreement, Client shall not: (a) use, copy, reproduce, export, merge or transfer copies of Lightspeed Services; (b) rent, lease, sublicense, distribute, transfer, copy, modify or timeshare Lightspeed Services or any of Client’s rights under this Agreement; or (c) use Lightspeed Services or any part of it after any expiration, termination, or cancellation of this Agreement or the license granted by this Agreement. You agree to prevent any unauthorized copying of Lightspeed Services and its content, as applicable. You also agree not to transfer any access privileges to Lightspeed Services or its materials/content to any third parties. As a condition of your use of Lightspeed Services, you warrant to Lightspeed that you will not use Lightspeed Services, as applicable, for any purpose that is unlawful or prohibited by this Agreement. You may not use Lightspeed Services in any manner which could damage, disable, overburden, or impair Lightspeed Services or interfere with any other party’s use and enjoyment of Lightspeed Services, as applicable.

4. Password/Account Settings. When you create a profile/account and register with Lightspeed, you will also be asked to choose a password for purposes of accessing Lightspeed Services. Client agrees that the username and password are to be used only by Client, or any Authorized End-Users. The use of Client’s username and password by other individuals is a violation of this Agreement. Client is responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You shall prevent unauthorized use of the Website using your password. You agree to (a) immediately notify Lightspeed of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Lightspeed will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. All assignments of your password shall be void.

5. Charges/Payment Methods. Lightspeed charges fees for its Services which shall be set forth in one or more Service Orders (“Charges”). Client agrees to pay the corresponding Charges for Services ordered. Lightspeed bills for Charges, as well as applicable taxes, fees and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears). Charges may include but not limited to equipment purchases, software, activation fees, monthly service fees, usage (such as inbound toll-free minutes, text messaging, storage, faxing, international calls, 411, e911, or additional DIDs) above any standard allotment (as shown in customer portal) / pre-purchased amounts, The Campaign Registry (“TCR”) fees, disconnect fees, server reactivation fees, ELS, shipping and/or handling fees. Inbound toll-free is charged at $.04/ minute billed in sixty-second increments (rounded up) and text messaging is charged at $.015 per equivalent message, unless rates are otherwise stated in Service Order. Additional Charges may result if Client activates enhanced features, exceeds usage, or purchases additional Services or equipment. All Charges are contractual and will be billed through Term date and any renewal period(s). Client has the option
(within the stated period in Section 9) to notify Lightspeed to reduce current Services upon commencement of the new renewal period.
Lightspeed reserves the right to change the Charges with respect to a renewal term.  Lightspeed reserves the right to increase Charges annually to the greater of three percent (3%) or the increase in consumer price index (“CPI”) for the U.S. City Average for All Items as published by the U.S. Department of Labor Bureau of Labor Statistics or the then-existing equivalent CPI. Unless otherwise expressly stated, all Charges are stated in United States dollars.

Charges do not include applicable taxes, which are the Client’s responsibility unless Client is a tax-exempt entity and provides Lightspeed with a certificate of exemption with this Agreement. Client shall be solely responsible for and will pay in full, all taxes and similar fees imposed on the services rendered by Lightspeed. Any taxes, cost-recovery fees and similar fees incurred by Lightspeed shall be reflected on the invoice and billed directly to Client. A 3.5% Convenience Fee will be added to all payments made by credit and/or debit card. This fee will be due at the time of card payment and is non-refundable.
Client acknowledges and agrees that if Client does not activate Lightspeed Services as provided in the Service Order within ninety (90) days of the effective date of the Agreement, Client will pay fifty percent (50%) of all applicable monthly recurring charges for such services as if all services were activated and in use. Cost recovery fees apply to all Lightspeed Charges, inclusive of hardware and other non-recurring charges. This fee is not a tax or government charge but recovers costs including compliance and administrative that Lightspeed incurs for expenses such as, but not limited to, federal, state and local regulatory and license fees, fees to fund telecommunications services for the speech and hearing-impaired and costs associated with North American Numbering Plan administration imposed on Lightspeed and its affiliates. Federal Universal Service Fund (FUSF) and other taxes, fees and surcharges may apply to this fee. An administrative fee equal to 1.5% of all applicable charges appearing on a Client’s invoice will apply to interstate and international telecommunications services subject to direct regulation by the Federal Communications Commission as well as to Interconnected VoIP service charges treated as interstate under FCC rules. This charge is imposed to recover a portion of internal costs and expenses incurred by Lightspeed to implement, administer, and comply with federal regulations and programs.

All Charges due from Client to Lightspeed under this Agreement (“Contract Balance”) shall be a debt owed by Client to Lightspeed as of the effective date of the Agreement. However, provided Client is not in default of this Agreement at any time during the Term, then Client may make monthly payments of the Contract Balance to Lightspeed as set forth in the Service Order. However, if Client defaults on its obligations under this Agreement, then Lightspeed in its sole and absolute discretion may declare the Contract Balance, less any payments received, to be immediately due and owing and terminate Client’s authorization to make monthly payments. In that event, Client further agrees that Lightspeed may, in its sole and absolute discretion, also terminate its obligations under the Agreement and treat the remaining Contract Balance as liquidated damages. The parties agree that Lightspeed’s damages in the event of Client’s breach are not readily identifiable because of Lightspeed’s costs of effectuating its obligations under this Agreement and are not readily ascertainable. Lightspeed utilizes third party companies, to handle card and payment transactions. Lightspeed is not responsible for such transactions. Therefore the burden of PCI Compliance rests solely on such third party companies.

‍6. No Advice/Reports/Third Party Interactions. The information provided on or obtained from Lightspeed Services, including the tools and databases, is for reference use only and does not constitute the rendering of financial, legal or other professional advice or recommendations by Lightspeed. Use of such information is not a substitute for professional recommendations. To the extent you access and use Lightspeed Services, including the tools and databases, Lightspeed does not represent or endorse the accuracy or reliability of any advice, opinion, statement or any other information displayed or distributed through such tools, database or any resulting report. Lightspeed has not audited or attempted to confirm this information for accuracy or completeness, and is not responsible for any errors.

Federal and state laws may govern use of Lightspeed Services. Client hereby agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of Lightspeed Services, as applicable. Client acknowledges that Lightspeed merely provides Lightspeed Services, and that the responsibility to use Lightspeed Services in a lawful manner lies solely with Client. While Lightspeed Services may provide functionality that allows Client to communicate with third parties, as well as certain scripts and notices (such as Double Opt-In notices), Client is solely responsible for complying with any and all applicable laws, rules and regulations, including but not limited to, auto dialer laws, the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act and Sex, Hate, Alcohol, Firearms and Tobacco (SHAFT) regulations.

Use of Lightspeed Services allows the interaction with third parties. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Lightspeed shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party facilitated by Lightspeed Services.

7. Intellectual Property Ownership. Lightspeed owns and retains all right, title and interest in and to the following (collectively, “Lightspeed Property”): (i) Connect and other tools, software, database(s), technology, content, documentation, and information provided by Lightspeed in connection with Connect
(excluding the third party databases and Client Data as defined below), (ii) Automate and other tools, software, database(s), technology, content, documentation, and information provided by Lightspeed in connection with Automate (excluding the third party databases and Client Data as defined below);  (iii) Solutions and other tools, software, database(s) and Client Data as defined below, exclusive of third party products and/ or software; (iv) all ideas, know-how, and techniques that may be developed, conceived, or invented by Lightspeed during its performance under this Agreement; (v) the marks “Follow-up Tool”, “Lightspeed Voice”, “PrismPBX”, “Lightspeed Quantum”, “Lightspeed Automate” and “Lightspeed Connect”, “Lightspeed Solutions” and other Website graphics, logos, page headers, button icons, scripts, and service names; and (vi) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i), (ii), (iii), (iv) and (v) above. Except as otherwise expressly authorized herein or by Lightspeed in writing, the non-exclusive license set forth in this Agreement is the entirety of Client’s rights in connection with the Lightspeed Property. This Agreement is not a sale of Lightspeed Property or any portion, copy or derivative work thereof. Accordingly, all rights in the Lightspeed Property are hereby expressly reserved. Lightspeed shall be entitled to use, license, sell, assign, transfer, and/or otherwise provide rights relating to the Lightspeed Property to any third party for any purpose free from any claim of Client. Lightspeed Services are protected by U.S. copyright laws and international treaty, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties. Except as otherwise expressly authorized herein or by Lightspeed in writing, Client shall not directly or indirectly (and shall not permit any unauthorized party to) do any of the following: (i) access, use, sell, distribute, sublicense, sublease, broadcast, or commercially exploit any Lightspeed Property or any rights under this Agreement, including without limitation any access or use of any Lightspeed Property on a service bureau basis or for any Client processing services beyond the scope specified in this Agreement (such as any unauthorized parties on a rental or sharing basis); (ii) copy, modify, or prepare derivative works based on Lightspeed Property; (iii) reverse engineer, decompile, disassemble, or attempt to derive source code from any Lightspeed Property;(iv) remove, obscure, or alter any intellectual property right or confidentiality notices, copyright notices or legends appearing in or on any aspect of any Lightspeed Property; (v) cause any confusion with Lightspeed’s brand or identity; or (vi) interfere, in any manner, with Lightspeed’s delivery of Lightspeed Services.

8. Client Data. “Client Data” means the data and information entered by Client into Lightspeed Services. Subject to the terms of this Agreement, Client hereby grants to Lightspeed a royalty-free, non-exclusive, non-transferable right and license to use, copy, transfer, store, and display the Client Data for the purpose of enabling Lightspeed to provide Lightspeed Services and the underlying software tools under this Agreement. Client shall retain sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all Client Data, and any potential security breaches related to such Client Data.

9. Termination/Cancellation/Auto-Renewal. Your subscription granted pursuant to Section 1 of this Agreement shall automatically terminate (i) upon expiration of the applicable Term, subject to the auto-renewal defined below, or (ii) in the event Client breaches any provision of this Agreement. Client may terminate or cancel the license granted by discontinuing use of Lightspeed Services, as applicable, and providing written notice to Lightspeed. All Charges are non-refundable and non-cancellable, even if termination occurs prior to the expiration of the Term. If Lightspeed receives an authorized cancellation notice from you, you will be obligated to pay any outstanding dues and Contract Balance owed to Lightspeed at such time. You agree that Lightspeed may, in its sole discretion, terminate or suspend your access to all or part of Lightspeed Services with or without notice and for any suspected breach of this Agreement or any suspected fraudulent, abusive or illegal activity. Upon the expiration or termination of this Agreement for any reason, Client shall immediately cease all use of Lightspeed Services, and Lightspeed may immediately deactivate or delete Client’s account and all related information and files and/or bar any further access to such files and Lightspeed Services. Lightspeed will not be liable to Client or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Lightspeed in connection with such termination or suspension.

Notwithstanding the foregoing, your subscription granted pursuant to Section 1 of this Agreement may automatically renew under this Agreement if set forth to do so in the Service Order. Your subscription and any Services added will continue for the length of the initial term you select on your Service Order and at the end of your term, it will automatically renew for additional periods of the same length unless you choose to cancel prior to that renewal. In order to cancel your current Services or this auto-renewal, you must provide written notice (pursuant to Section 28 below, as well as providing Lightspeed a completed cancellation form) of your intent to cancel to Lightspeed no more than one hundred twenty (120) days and no less than sixty (60) days prior to the date of renewal. Your account will automatically be charged (or you will be billed, as applicable) at the rates in effect at the time of renewal.

If timely payment is not received for any reason following fifteen (15) days from the then-current billing cycle, Lightspeed reserves the right to either suspend or terminate your access to Lightspeed Services, and to terminate this Agreement. You agree that Lightspeed may charge all such unpaid balances to your card or other automated billing account, or otherwise bill you for such unpaid balance. Delinquent payments are subject to a late-payment charge of the greater of 1.5% of the outstanding balance, or the maximum amount allowed by law, whichever is higher. Lightspeed may also charge a NSF fee for returned checks in an amount not less than $25 and not greater than the maximum amount permitted by Florida law.

10. Service Availability. Lightspeed will use commercially reasonable efforts to enable Lightspeed Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by Lightspeed, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of Lightspeed Services contrary to Lightspeed’s instructions, or modification or alteration of Lightspeed Services by any party other than Lightspeed. If Lightspeed Services, as applicable, is in non-conformance with the foregoing undertaking, Lightspeed will, at its expense, use reasonable commercial endeavors to correct such non-conformance promptly, or provide Client with an alternative means of accomplishing the desired performance.

11. Limited Warranty. Lightspeed represents and warrants as follows: (i) it has the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to Client under this Agreement; (ii) there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement; and (iii) Lightspeed Services do not contain any known virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of Client’s equipment, devices, software, or data. As Client’s sole and exclusive remedy for breach of the foregoing warranty, Lightspeed shall either correct the nonconformity or refund the applicable Charges paid for the applicable Lightspeed Services to the period of nonconformity. The limited warranty provided in this Section is solely for Client’s benefit and Client shall have no authority to extend the warranty to any third party. Lightspeed shall not be liable for failures caused by third party software and/ or hardware, Client Data, misuse of Lightspeed Services, or Client’s gross negligence or willful misconduct.

12. WARRANTY DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 11 (LIMITED WARRANTY), LIGHTSPEED SERVICES, ANY REPORTS GENERATED, OR SERVICE ASSOCIATED WITH, LIGHTSPEED SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. LIGHTSPEED SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND THOSE ALLEGED TO ARISE BY A CUSTOM OR USAGE IN A TRADE, OR BY COURSE OF DEALING. LIGHTSPEED MAKES NO REPRESENTATION OR WARRANTY THAT LIGHTSPEED SERVICES, ANY REPORT GENERATED FROM OR ANY SERVICE ASSOCIATED WITH, IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF LIGHTSPEED SERVICES OR THE UNDERLYING TOOLS, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN LIGHTSPEED SERVICES WILL BE CORRECTED. CLIENT EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF LIGHTSPEED SERVICES IS AT CLIENT’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LIGHTSPEED OR LIGHTSPEED’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES CONTAINED IN SECTION 11. LIGHTSPEED MAKES NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF ANY HARDWARE OR THIRD PARTY SOFTWARE TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF CLIENT. MANY FACTORS, INCLUDING BUT NOT LIMITED TO THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF LIGHTSPEED SERVICES ON THE NETWORK, WILL IMPACT THE PERFORMANCE OF LIGHTSPEED SERVICES. CLIENT ACKNOWLEDGES THAT DISSATISFACTION WITH ANY LIGHTSPEED SERVICES WILL NOT RELIEVE CLIENT OF ANY OBLIGATION UNDER THIS AGREEMENT. LIGHTSPEED MAKES NO REPRESENTATIONS OR WARRANTY AS TO THE AVAILABILITY OR CONTINUATIONS OF ANY SPECIFIC LIGHTSPEED SERVICES.

13. LIMITATION OF LIABILITY. IN NO EVENT SHALL LIGHTSPEED OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, OWNERS, MANAGERS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, REPRESENTATIVES OR INDEPENDENT CONTRACTORS, BE LIABLE TO YOU OR ANY PARTY FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS INFORMATION OR DATA, OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF LIGHTSPEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIGHTSPEED HAS SET PRICES FOR LIGHTSPEED SERVICES BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LIGHTSPEED’S MAXIMUM LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO TWO HUNDRED DOLLARS ($200), REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF LIGHTSPEED SERVICES BY CLIENT AND/OR AUTHORIZED END-USERS.

14. Indemnity. You agree to indemnify and hold Lightspeed, its officers, directors, shareholders, partners, owners, managers, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives and independent contractors, harmless from any loss, liability, damages, claim, actions, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of Lightspeed Services in violation of this Agreement and/or arising from any use of Lightspeed Services. Such indemnification obligation also applies to any issues related to security issues or data breaches in connection with Client Data.

15. Support, Training, and Customizations. Lightspeed provides 30 days of onboarding support and training for new customers and/or additional locations. Lightspeed shall have no customization obligations hereunder except as otherwise provided in a mutually agreed upon Service Order.

16. Security. Protecting your personal information and business data is important to Lightspeed. Lightspeed uses encryption technology to protect your information as it is transmitted over to Lightspeed over the Internet. While Lightspeed uses security technology to secure your personal information, Lightspeed cannot guarantee that any electronic commerce is completely secure. Please also see Section 4 regarding security of your username and password.

17. Use with Mobile Devices. Use of Lightspeed Services may be available through a compatible mobile device using Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees for SMS messages, data plans, and general usage, as well as the terms of your agreement with your mobile device and telecommunications provider. LIGHTSPEED MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO LIGHTSPEED SERVICES OR THE LIGHTSPEED SYSTEM AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH LIGHTSPEED SERVICES.

18. Damages to and Encumbrances on Equipment. Unless purchased outright by Client in a Service Order, all equipment provided to you by Lightspeed (the “Equipment”) will at all times remain the property of Lightspeed. You may not sell, transfer, lease, encumber or assign all or part of the Equipment to any third party. You agree to pay the full retail cost for the repair or replacement of any lost, stolen, unreturned, damaged, sold, transferred, leased, encumbered or assigned Equipment or part thereof, together with any costs incurred by Lightspeed in obtaining or attempting to obtain possession of any such Equipment. You hereby authorize Lightspeed to charge your card or other payment method authorized by you for any outstanding Lightspeed Services, Equipment, and repair and replacement costs described herein. Lightspeed may, at its option, install new or reconditioned Equipment, including swapping your existing equipment, for which you may incur a fee.

19. Consent to Arbitration, Forum Selection and Choice of Law. By using Services, you expressly agree that if there is any dispute arising out of Lightspeed Services, or in the event of any action arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement or any transaction covered hereby or otherwise arising in connection with the relationship between the parties, regardless of whether such action is brought under contract, tort, statute or otherwise, any such dispute shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions, and you expressly agree and consent to arbitration for the resolution of any such dispute. Such arbitration shall be decided by one arbitrator in a hearing held in Sarasota County, Florida, pursuant to the Commercial Rules of the American Arbitration Association. Judgment on the award rendered by the Arbitrator may be entered by any court with jurisdiction. The aforementioned location of arbitration is intended by the parties to be mandatory and not permissive in nature.

20. Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

21. Force Majeure. Lightspeed shall not be liable for failing to perform its obligations hereunder because of circumstances reasonably beyond its control. Such circumstances shall include (without limitation) any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, acts of God, computer failure, hardware failure, telecommunications failure, software failure, cyber-attacks, cyber-hacks, cyber-crimes, or cyber-disruptions, failure of users to cooperate with the reasonable requests of Lightspeed, breach of this Agreement by users, and any other events reasonably beyond the control of Lightspeed (each a “Force Majeure Event”).

22. Entire Agreement. This Agreement contains the entire agreement (besides such information listed in the Service Order) between you and Lightspeed regarding the use of Lightspeed Services. Any other policy statements as referenced herein (as modified by Lightspeed from time to time) is incorporated herein by reference and made a part of this Agreement.

23. Assignment. You may not assign your rights and obligations under this Agreement to any third party, and any purported attempt to do so will be null and void. Lightspeed may freely assign its rights and obligations under this Agreement.

24. Severability. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

25. Waiver. Any failure by Lightspeed to enforce or exercise any provision of this Agreement or related rights will not constitute a waiver of that right or provision.

26. Captions. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

27. Privacy Policy/Data Privacy Addendum. Please refer to our Privacy Policy set forth here https://www.lightspeedvoice.com/privacy-policy and Data Privacy Addendum set forth here https://www.lightspeedvoice.com/data-processing-addendum, which are both incorporated by reference into this Agreement.

28. Notice. Lightspeed may give notice by means of a general notice through Lightspeed Services, electronic mail to your email address on record in Lightspeed’s account information, or by written communication sent by first class mail to your address on record in Lightspeed’s account information. You may give notice to Lightspeed (such notice shall be deemed given when received by Lightspeed) at any time by any of the following: electronic mail to
help@lightspeedvoice.com; or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Lightspeed at the following address: Lightspeed CLEC, Inc., 135 Triple Diamond Blvd., North Venice, FL 34275.

29. Specific Service Terms. In addition to this Agreement, third party licenses provided under Lightspeed Solutions are subject to additional terms as set forth in the Specific Service Terms. Any licenses provided to Client may be subject to these Specific Service Terms. New Specific Service Terms may be added from time to time. If there is a conflict between the terms in this Agreement and the Specific Service Terms, the Specific Service Terms govern in relation to that Lightspeed Solutions service. Client agrees that the Client has reviewed and will comply with the Specific Service Terms applicable to such Lightspeed Solutions service. The Specific Service Terms are incorporated into this Agreement by reference which may be found at https://www.lightspeedsolutions.net/specificserviceterms/.

Please contact us with any questions regarding this Agreement.

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