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Uppro LLC shall provide, and the named customer shall purchase from Uppro LLC, the services described ("Services" or “Service” as the context may dictate) in this Phone Services Agreement (“Agreement”).
 

1. DEFINITIONS. For the purposes of this Agreement, the following definitions apply: Customer: The person, firm, corporation or other entity that orders or uses Services and is responsible for compliance with all Customer obligations set forth in the Agreement, including the duty to pay for Services. End User: Any person that receives or uses New Uppro LLC. services, irrespective of whether such person or entity is authorized by the Customer to receive or use Services. “End User” shall also mean any person or entity Customer, or its carrier Customer provides telecommunications and/or related services using, in part, Services provide by Uppro LLC. Hosted Voice Service: Digital Phone Services and features offered by Uppro LLC. Service Order: A document which identifies the type of Service to a Customer, including but not limited to the following: quantity and type of service; location served, Point of Termination, protocols, service term, service date.
 

2. SCOPE. This Agreement provides rate stability for the Services described herein. The Agreement will be governed by the laws of the State of New York, and the applicable rates in this Agreement. Additional terms and conditions may be associated with specific Services. Uppro LLC reserves the right to unilaterally amend all terms and conditions in response to regulatory changes beyond the control of Uppro LLC that materially alter the feasibility or economics of the Services provided. Enhanced or information Services purchased under this Agreement may be provided by Uppro LLC or a corporate affiliate at Uppro LLC’s sole discretion. Any costs associated with modifying or reprogramming Customer's equipment to make it compatible with Uppro LLC provided Service will be the responsibility of Customer.
 

3. TERM. Unless otherwise specified, the term of this Agreement shall commence on the date of execution of the Agreement, or if earlier, on the Service activation date (the "Effective Date"). Service plans having a defined term automatically renew for successive equivalent terms at pricing then existing at the time of renewal, unless Uppro LLC or Customer provides written notice of termination at least 30 days prior to the end of the current term or prohibited by law. 

4. CHARGES AND EXPENSES OF COLLECTION. Uppro LLC records shall document Customer's Service location(s), quantities, and monthly recurring local rates stabilized under this Agreement, as well as the applicable one-time charges for initial installation, discounts or credits, which are incorporated into this Agreement by reference. In addition to the monthly charge(s), the Customer will pay federal and state end user common charges that would be applicable to comparable services obtained from the incumbent local exchange carrier; federal, state and local use, excise, sales and privilege taxes; applicable surcharges related to universal service programs, emergency telephone service (911/E911) and telecommunications relay service for the hearing impaired; pay phone surcharges; and other similar surcharges for required programs. Uppro LLC shall not be responsible for wrong numbers made to Customer's toll-free number. All costs and expenses, including but not limited to costs, reasonable attorney fees, and service charges, incurred by Uppro LLC in collecting payment will be an expense of and charge to Customer. The customer agrees to pay each bill in full by the payment due date. Late payment charges will be billed at 1.5% per month, five dollars ($5), or the maximum lawful rate allowable under applicable state law, whichever is higher.
 

Prices for the services do not include any custom duties, sales, use, value added, excise, federal, state, local, public utility, universal services or other similar taxes. All such taxes shall be paid by the customer and will be added to any amounts otherwise charged to customer.
 

If charges are unpaid for any reason including, but not limited to, non-payment, Uppro LLC may suspend services and customer will incur a late of $5 dollars, or 5% of the outstanding balance whichever is greater.
 

Returns & Adjustments. Any defective equipment may be returned to Uppro LLC which will replace defective equipment at no additional cost. Client may cancel service with written 30-day notice with a detailed explanation for cancellation. Uppro LLC is not obligated to refund an unused portion of the monthly payment upon cancellation. If a customer has prepaid for the duration of their term, Uppro LLC will refund unused premium minus cancellation fees. This will be provided to the customer 30 days after cancellation. 

5. REFUND & RETURN POLICY. 

Refunds for service are figured on a case-by-case basis. 

Contact Us If you have any questions on how to return your item to us, contact us at support@uppro.io

 6. DIRECTORY LISTING. For Hosted Voice Service, Customer's name, address, telephone number and any other information listed on the Agreement are certified as correct by the Customer, and it is understood and agreed that Customer's white page directory listing will appear using that information. It is Customer's sole responsibility to inform Uppro LLC in writing of any change in the information, including telephone number or address, at least 90 days prior to the local telephone directory issue date, which will be provided to Customer upon request. Uppro LLC assumes no liability whatsoever for (a) any telephone numbers published or distributed by Customer prior to confirmation that the number is installed and terminating properly or that the Service is connected to the proper facilities, or (b) errors in the listing due to directory publishing errors or omissions. Customer releases Uppro LLC from any damages for any error, including listing omissions, related to a directory listing.
 

7. E-911. Customer will provide accurate End Username and address information for the purpose of updating the E-911 Database. If the End User address provided on a Service Order does not convert to a valid Master Street Address Guide (also known to as the "MSAG") address for the End User locality, Uppro LLC will notify Customer and stop all processing of the order until Customer provides an MSAG-compatible address. Customer assumes all responsibility for the accuracy of the End User data that Customer provides to Uppro LLC for entry into the E-911 Database. Customer shall indemnify and hold Uppro LLC harmless from any claims, damages, or suits related to the accuracy of data provided by Customer for inclusion in the E-911 Database. Customer will provide (and update as necessary) Uppro LLC with accurate information related to E-911 Service, including, but not limited to location of individual telephone stations and a description of Customer's facilities, equipment and software for the Services. Based upon the information supplied by Customer, Uppro LLC will provide the Services and advise the appropriate agencies as required. Customer acknowledges and understands that access to emergency services through 911 and E911 calls is limited and not guaranteed. Customer acknowledges and understands that the Hosted Voice Services supports E911 (where available) and that access to emergency service is available only if the service is operated from the service location of record and then only if subscriber has an active connection to the service. The subscriber acknowledges and understands that if there is a service outage (even related to extended power outages) for any reason, such outage may prevent all Hosted Voice Services, including 911 dialing. Customer also acknowledges that it will take Uppro LLC up to 30 days to get the correct address information to E911 Database and that during that time the E-911 Database may have the wrong address information. Customer will indemnify and hold Uppro LLC, its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, causes of action, damages, liabilities, losses and expenses incurred because of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to E-911 services. The customer is responsible for notifying Uppro LLC of any change to the location or address related to any Uppro LLC Hosted Voice Service as outlined in this section. It is also the Customer’s responsibility to regulate the E-911 number for each service, phone system, feature or extension.
 

8. CALLER ID. Customer warranties that they will only use Outbound Caller ID (the number that will be displayed to the receiving party when you make an outgoing call) for numbers that they own or have expressed written consent to represent. Customer will indemnify and hold Uppro LLC, its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, causes of action, damages, liabilities, losses and expenses (including reasonable attorney fees) incurred as a result of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to Caller ID Services. The customer is responsible for notifying Uppro LLC of any change with caller ID. It is also the Customer’s responsibility to regulate the Caller ID number for each service, phone system, feature or extension. Uppro LLC may, in its sole and absolute discretion, deny use of Caller ID information provided by Customer for any reason.
 

9. RECORDING. Client agrees not to use recordings for illegal or fraudulent purposes. Customer understands and agrees that it is familiar with all local, state, and federal laws and regulations regarding calling, recording, and receiving of calls, and agrees to comply with those laws and regulations. Uppro LLC waives all liabilities from the customer, and its agents and or representatives for failure to comply with these laws and regulations. Customer has sole and exclusive responsibility regarding confidential, private, or privileged calls, recordings, or other data or information created or accessible on or through the Services. Uppro LLC shall have no responsibility, legally or otherwise, for any information, recordings, calls, material, or data created or accessible on or through the Services. Customer shall indemnify and hold Uppro LLC, its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, causes of action, damages, liabilities, losses and expenses (including reasonable attorney fees) incurred because of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to this paragraph
 

10. SERVICE GUARANTEE FOR VOICE AND SPECIFIED DATA SERVICES. Hosted Voice Service are subject to a Service Guarantee. Any customer may terminate the Services covered by our Service Guarantee if Uppro LLC is not able to rectify the issue after three completed service orders. In that case, Customer agrees: to pay Uppro LLC for Services received; to repay to Uppro LLC the pro-rated portion of any credits, discounts or waived installation costs for custom equipment or special installations received; and to reimburse Uppro LLC for the costs of any equipment installed and not returned in "good as new" condition.
 

11. DEFAULT & TERMINATION. After the initial Guarantee period, either Customer or Uppro LLC may terminate this Agreement during a term only for any uncured material breach of the terms of this Agreement (“Cause”) after giving 30 days prior written notice with no further obligations. Prior to any party having ability to terminate for Cause, a party shall first be required to give written notice to the breaching party of any alleged material breach and allow 30 days for the breaching party to cure such breach. If Uppro LLC terminates this Agreement WITH CAUSE or Customer terminates this Agreement WITHOUT cause, and moves service to another provider, Customer shall pay applicable early termination charges. For termination prior to installation of Service and after execution of this Agreement, early termination charges shall be those reasonable expenses incurred by Uppro LLC through the date of termination. If there is termination after activation of Service, Customer shall be obligated to pay an early termination charge of 50% of the last three months' average billing multiplied by the number of months remaining in the term of the Agreement; to pay Uppro LLC for Services actually received; to repay Uppro LLC for any credits, discounts, or waived installation costs received in anticipation of a long-term Agreement; and to reimburse Uppro LLC for the reasonable costs it incurred in setting up Customer's Service (including the costs of any equipment installed and not returned in "as new" condition). The customer agrees that Uppro LL.’s damages for early termination would be difficult to determine, and the termination charge(s) constitutes a reasonable estimate of appropriate liquidated damages and that such is not intended as a penalty. Month-to-month agreements may be terminated on 30 days' written notice to Uppro LLC using Uppro LLC’s Cancellation Form. In the event a customer cancels services in writing charges for services will stop billing at the end of the billing period in the month services were canceled. In all cases where this Agreement is terminated, and Customer is using telephone numbers originally assigned by Uppro LLC, Customer understands and agrees that those telephone numbers will not be released to another service provider until all undisputed charges owing to Uppro LLC are paid.
 

12. EQUIPMENT. Upon default, termination, or cancellation of this Agreement, for any reason, Customer agrees to return all equipment to Uppro LLC in a prompt and timely manner, all equipment not returned and in good and clean cosmetic and working order will be charged full original retail value for such equipment. Unless otherwise provided for herein, all equipment provided by Uppro LLC shall remain the sole and exclusive property of Uppro LLC.
 

13. DOWNTURN IN BUSINESS CLAUSE. If Customer requires fewer lines during the term of this Agreement and does not move services to another provider or moves outside the providing area of Uppro LLC, Customer will be obligated to pay through the end of the current billing cycle for any canceled numbers, plus a $30 per-line cancellation fee. Cancellation requests must be called in at 646-347-4718, specifying numbers to be canceled and the date on which the lines are to be canceled and accepted and confirmed by Uppro LLC. No billing will cease nor will charges be terminated until such time as the cancellation form has been accepted and acknowledged by Uppro LLC. The billing cycle is from the 1st to the last calendar day of each month.
 

14. SERVICE SUSPENSION/MAINTENANCE. Uppro LLC may from time to time suspend Service for routine maintenance or rearrangement for a short period of time. Whenever possible, Uppro LLC will give Customer advance notification. In no event shall Uppro LLC be liable for special or consequential damages or for lost profits of any kind.
 

15. LIMITATION OF LIABILITY. Uppro LLC'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY AGAINST Uppro LLC FOR THE FAILURE OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT, SHALL BE LIMITED TO A REFUND OF THE AMOUNTS PAID TO Uppro LLC. DURING THE PERIOD OF TIME (IN EXCESS OF FOUR HOURS) THAT THE SERVICES CONTRACTED BY CUSTOMER FROM Uppro LLC WERE INTERRUPTED OR NOT PROVIDED AS REQUIRED. IN NO EVENT SHALL Uppro LLC BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OF ANY KIND, WHETHER OR NOT Uppro LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Uppro LLC MAKES NO WARRANTIES REGARDING ANY PRODUCTS OR SERVICES PROVIDED OR INSTALLED ON CUSTOMERS BEHALF, BUT Uppro LLC SHALL, WHEN POSSIBLE, ASSIGN TO https://uppro.io/ CUSTOMER THE BENEFITS OF ANY WARRANTIES OR SIMILAR PROTECTIONS PROVIDED TO Uppro LLC BY ITS VENDORS OR SUPPLIERS. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED HEREIN.
 

16. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
 

17. FORCE MAJEURE. If performance by Uppro LLC of any obligation under this Agreement is prevented, restricted or interfered with by causes including without limitation failure or malfunction of Customer-supplied equipment, acts of God, explosions, vandalism, cable cut, storms, fires, floods, or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, terrorism, work stoppages, or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then Uppro LLC shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. Uppro LLC shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance with reasonable dispatch.
 

18. ADDITIONAL PROVISIONS. This Agreement will not be assignable by Customer without the prior express written consent of Uppro LLC. The Agreement, including any addenda, and any product-specific terms and conditions, constitutes the entire understanding between Customer and Uppro LLC with respect to Services provided herein and supersedes any prior agreements or understandings. If any part of a provision of this Agreement is invalid or unenforceable said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provisions of this Agreement. In addition to any provisions that by their nature would survive, above sections shall survive termination, cancellation or expiration of this Agreement. A waiver of a breach of any term of this Agreement will not be considered a waiver of a further breach of the same term, or a waiver of a breach of any other term.
 

19. MISCELLANEOUS. The laws of the State of New York shall govern this Agreement. The parties expressly submit to the exclusive personal jurisdiction of the state courts located within Westchester County, State of New York. This Agreement shall not be construed for or against either party, and no rule or presumption against the drafter shall be employed. All paragraph headings in this Agreement are for convenience only and shall not be considered as having any legal effect. If a dispute arises out this Agreement, then the prevailing party will be entitled to reasonable attorney fees and costs.
 

20. ACCEPTABLE USE OF POLICY. Customer hereby acknowledges that Customer has read, and is familiar with, Uppro LLC's Acceptable Use Policy ("AUP") attached hereto and incorporated by this reference. Customer hereby acknowledges that any violation of the AUP by Customer shall entitle Uppro LLC to terminate or suspend the Services provided hereunder to customer.