Terms & Conditions - Updated October 19, 2009

These Terms & Conditions, along with the Service Order Form attached to this form or online, constitutes this agreement ("Agreement") between AMSVoicecom Inc. ("AMS") and the customer (“Customer”) as to AMS' Telecommunications Services and any related products or services ("Service"). This Agreement governs both the Service and any device or equipment (including embedded software, if any) provided by or on behalf of AMS to Customer in connection with the provision of the Service (“Equipment"). BY ACTIVATING, USING OR PAYING FOR THE SERVICE, CUSTOMER REPRESENT THAT CUSTOMER IS OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT CUSTOMER HAS READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

• SERVICE
• Voice service . By purchasing or using the Service, the Customer accept/s the rates, terms, and conditions ("Terms") identified on this page as such Terms are updated from time to time. Customer should periodically check our website for any such changes which will be posted with the new effective date.
• Term . Service is offered on a monthly basis. Initial month of Service begins on the date that AMS activates the Customer’s Service and ends on the last day of the same month. Subsequent terms of this Agreement begins on the first day of each month and ends on the last day of the same month and is automatically renewed on a monthly basis unless Customer notifies AMS (10) days before the end of the month in which the notice is given. Customer expressly acknowledges that Customer is purchasing the Service for full monthly terms, meaning that if Customer attempts to terminate Service prior to the end of a monthly term, Customer will be responsible for the full month’s charges to the end of the current term, including but not limited to unbilled charges, termination fee, all of which will immediately become due and payable. Expiration of the term or termination will not excuse the Customer from paying all accrued and unpaid charges due under this Agreement.
  

AMS WILL AUTOMATICALLY AND WITHOUT NOTICE IMMEDIATELY SUSPEND ALL SERVICES PROVIDED TO CUSTOMER PURSUANT TO THE AGREEMENT IF AMS SUSPECTS, AS EXPLAINED BELOW, CUSTOMER IS ENGAGED IN (i) FRADUELENT USE, {ii) UNPERMITTED USE, {iii) INCONSISTENT WITH NORMAL USE , {IV} RESELLING THE SERVICE, {V} ANY OTHER ACITIVITY THAT AMS PERCEIVES TO BE UNAUTHORIZED USE.

• Permitted Uses. Customer may use the Service for any legal purpose, and shall be responsible for all use of the Service provided with it,, including fraudulent use originating over Customer’s circuits or on its account. Customer should make every effort to safeguard their account number and PIN. Customer shall notify AMS immediately by calling AMS, if Customer becomes aware at any time that the Service is being fraudulently used. Customer remains liable for all use of the Service using Equipment stolen from Customer and any and all stolen Service or fraudulent use of the Service until AMS in notified pursuant to this paragraph. Upon receipt of such notice AMS shall take all steps reasonably necessary to terminate any fraudulent use of the Service. Service is not intended for intrastate dialing in the U.S., to place 500, 700, 800, 888, 877, 866, 855, 900, 976, 411, or 555 number calls, to place certain toll-free, operator-assisted, third-party billed, directory assistance or collect calls. AMS will charge for calls made from pay telephones and other public phones in the US an additional 99 cents USD per call. Customer must refer to AMS corresponding web site for pay telephone charges for calls made from outside the US . AMS also charges an additional per minute charge for calls made using toll free access number .
• Inconsistent with Normal Use.   If Customer use the service or the device in a way that is inconsistent with the normal use for Customer’s service or plan, Customer will be required, at AMS's sole discretion, to pay the rates for the service or plan that would apply to the way Customer used the service or device, or terminate the plan. Lack of continuous dialog activity, unusual call patterns, excessive numbers and/or consistent excessive usage, will be considered that use may be inconsistent with normal use, or that inconsistent use may be occurring and may trigger an account review by us. The creation or use of related multiple accounts or excessive lines to circumvent these levels shall also be considered indicators that use of the service may be inconsistent with normal use for the subscribed services and may trigger an account review by AMS. Failure to contact AMS in response to its notifications and/or failure to promptly correct usage activity to conform to normal use will result, in AMS's sole discretion, in immediate transfer to another appropriate plan, suspension or termination of service. Customer acknowledge that if Customer’s service is terminated under this provision, Customer are subject to all applicable disconnection and device or other rebate recovery charges.
• No Resale and Prohibited use of Service. Customer is expressly prohibited from reselling or transferring the Service or Equipment to any other person for any purpose, without express written permission from us in advance. In addition, Customer is expressly prohibited from using the Service as a business service (as opposed to a residential or telecommuter service) or for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal residential or home office usage patterns. If Customer subscribe to a calling plan which included unlimited calling of any type, unless otherwise specified by Customer’s specific plan in marketing materials associated therewith, any usage in excess of 3,600 aggregate minutes per month, shall be presumed to be not consistent with these restrictions and shall be subject to the conditions above. Usage caps are also applicable on second lines.
• Incompatibility With Other Services.
• Other Equipment Limitations. Customer acknowledge that AMS’s service may not be compatible with all other communications equipment, including but not limited to home security systems, TTY, medical monitoring equipment, satellite television systems, PBX, Centrex, other private telephone networks, or computer modems. Customer waive any claim against AMS for interference with or disruption of these services and equipment, as well as any claim that AMS is responsible for any disruption to Customer’s business, if applicable.
• Some Broadband, Cable Modem, and Other Services. There may be services with which AMS’s service may be incompatible. Some providers of broadband service may provide modems that prevent the transmission of communications using AMS’s service. We do not warrant that AMS’s services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of AMS’s service with any particular broadband service.
  
• LICENSES, INTELLECTUAL PROPERTY & INDEMNIFICATION
  The Service and Equipment and any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Equipment, and all services, information, documents and materials on AMS' website(s) and on AMS’ marketing/advertising material, and in any manner or place otherwise used, are protected by patent, trademark, copyright or other domestic and international intellectual property laws. All such property including, without limitation websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "IP") of their respective owners are and shall remain the exclusive property of such respective owners and nothing in this Agreement shall grant Customer the right or a license to use such IP. Customer acknowledges that this Agreement does not grant it any license to use the IP used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Equipment, other than a nontransferable, revocable license to use the Service and the Equipment (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and that the Equipment is exclusively for use in connection with the Service. If Customer decides to use the Service through an interface device not provided by AMS, which AMS reserves the right to prohibit in particular cases or generally at its sole discretion, Customer warrants and represents that it possess all required rights, including software and/or firmware licenses, to use such interface device with the Service, and Customer shall indemnify and hold harmless AMS, its directors, officers, employees, agents and affiliates (collectively “Representatives”) and vendors against any and all liability arising out of the use of such interface device with the Service.
• BILLING, DISPUTES, PAYMENTS, REFUNDS, NON-PAYMENT, TAXES, RATES, NO DIRECTORY LISTING, NO 0+/X11 CALLING, SUSPENSION/TERMINATION,30-Day Trial
• Billing . AMS shall invoice (“Invoice”) Customer for its monthly usage of Services provided pursuant to this Agreement and any Service Order hereto within three (3) Business Days of the end of each month in which such Services are used by Customer; each such invoice shall include a due date (“Due date”) which is the 15 th of following month, and the Call Detail Records (“CDRs”) associated with, and summarized on, such invoice. Invoice may be emailed, mailed, or simply may be available on the online portal for the Customer to review depending on the service the Customer purchases.
• Disputes . All charges are considered valid unless disputed in writing within thirty (30) days old. Such notice shall, at a minimum, provide AMS with a reasonable amount of detail to enable AMS to identify the charge in dispute. In no event may Customer withhold any amount due hereunder whether such amount is in dispute or not. In the event a dispute is resolved in Customer’s favor, AMS shall credit Customer’s account for the disputed amount plus interest at the rate provided in the preceding paragraph the day such disputed amount is received by AMS until and including the date of such credit. All notices of disputes should be sent to: AMSVoicecom Inc, PO BOX 256 Norwood, NJ 07648 , USA or by email to billing@amsvoice.com or by fax to 1 (201) 941 0721.
• Payments .
• Post Paid Services. All postpaid services are sold with a guarantee of a credit/debit card and must be paid in full by Customer before or on the due date provided on the Invoice which is the 15 th of each month. If Customer does not receive the Invoice by the 10 th of each month, Customer must contact AMS by phone or email to request such Invoice. Regardless of Customer receives the Invoice, invoices will be due by their due date. Customers are allowed to pay by the 15 th of the month or Due Date with the form of payment they choose to pay when they originally signed on the Service. However, if payment is not received by AMS by Due Date, AMS will automatically charge the invoiced amount to Customer’s nominated credit card or bank account on Customer’s monthly billing date. This invoiced amount will include calls for services acquired the prior month, monthly charges for services for the current month, and charges for any additional features purchased. AMS reserves the right to charge Customer’s Payment Method for the amount owed up to that point if Customer owes more than US$75 at any given time. AMS is not responsible for any charges or expenses (e.g. for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by AMS.
• Prepaid Services: All prepaid services are sold strictly prepaid using a credit/debit card. If Customer does not receive the Invoice by the 10 th of each month, Customer must contact AMS by phone or email to request such Invoice. If Customer chooses automatic replenishment method (“Auto Replenishment”) for the Prepaid services AMS will automatically charge the Auto Replenishment amount to Customer’s nominated credit card or bank account when Customer’s available balance reaches Customer’s low balance threshold amount which Customer selects when they sign up the service or at a later time . AMS is not responsible for any charges or expenses (e.g. for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by AMS. AMS WILL AUTOMATICALLY AND WITHOUT NOTICE IMMEDIATELY SUSPEND ALL SERVICES PROVIDED TO CUSTOMER PURSUANT TO THE AGREEMENT IF CUSTOMER’S PREPAYMENT SHALL, AT ANY TIME DURING THE TERM, REACH ZERO (0) DOLLARS.
• Refunds: Following termination of this Agreement, AMS shall provide Customer a Final Invoice, which if it includes any additional amounts not covered by Customer’s Prepayment shall be paid by Customer within three (3) Business Days of the date of such Final Invoice in Funds at AMS’ direction. Adjustments or Disputes regarding the Final Invoice shall be subject to the terms governing the same in the Agreement. In addition to all other rights provided hereunder or by applicable law, AMS shall have the right, but not the obligation, to draw upon or utilize the Prepayment for any and all past-due sums owed by Customer pursuant to the Agreement. AMS will release and return to Customer any Prepayment provided hereunder by or on behalf of Customer, less any and all payment(s) for Services due AMS pursuant to the Agreement, within fifteen (15) Business Days after the termination of the Agreement.
• Non-payment . If any sums Customer owe under this Agreement are not paid by their Due Date AMS will send a notice ("Suspension Notice") to the e-mail address Customer provided on Customer’s Service Registration Form indicating that Customer’s account will be suspended if AMS do not receive payment in full of all sums due by 5 P.M. U.S. Eastern Time on the second business day (i.e. Monday through Friday except for days when banks are closed) following the date of the Suspension Notice. If AMS do not receive payment of all past due amounts by the close of the second business day following the date of the Suspension Notice AMS will immediately suspend Customer’s use of the Service though Customer will remain liable for all charges that accrue on Customer’s account. If AMS suspend Customer’s service, AMS will send Customer a second notice ("Termination Notice") stating that AMS will terminate Customer’s account if AMS does not receive payment of all past due amounts by the close of the second business day following the date of the Termination Notice. If AMS do not receive payment of all past due amounts by the close of the second business day following the date of the Termination Notice AMS will immediately terminate this Agreement though Customer will remain liable for all charges that accrue on Customer’s account. Customer acknowledge that it is Customer’s obligation to keep Customer's e-mail address on file with us current by updating Customer’s account profile on AMS’s web site as necessary.
• Taxes . Customer is responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value added, utility, or other taxes, fees now in force or enacted in the future, that arise from the subscription, use or payment of the Service. Such amounts are in addition to payment for the Service or Equipment and will be billed to Customer’s credit card. If Customer is exempt from payment of such taxes, Customer must provide AMS with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date AMS receives such certificate.
• No Directory Listing. The phone number Customer obtain form AMS will not be listed in any telephone directories.
• No “0” Operator assisted calling; may not support x11 calling. The Service does not support 0+ operated assisted calling including and not limited to collect calls, third party billing. The Service may not support 311, 511 and/or other x11 services.
• Number transfer on service termination. Upon the termination of Customer’s Service, AMS may, in it’s sole and absolute discretion, release to Customer’s new service provider, the telephone number that Customer ported to AMS from the previous service provider and used in connection with the Service if:
• Such new service provider is able to accept the number,
• Customer’s account has been properly terminated,
• Customer’s account is completely current, including payment for all charges and termination fees, and,
• Customer requests the transfer.
• Termination. Once Customer’s use of the Service has been suspended pursuant to the preceding paragraph, AMS shall send a notice to Customer’s e-mail address (“Termination Notice”). If AMS does not receive payment of all past due amounts by the close of the second business day following dispatch of a Termination Notice, AMS shall immediately terminate this Agreement. Customer is responsible to keep it’s email address current by using AMS’s web site.
• Temporary Service Suspension Request . Should the customer need to suspend service for a temporary period of time, Customer must notify AMS 15 days prior to the next billing cycle. Failure to do so, Customer will be charged the next cycle’s monthly fees and charges if any.
• Suspension. In the event any invoice hereunder shall not be paid by the Due date, AMS shall send a notice to Customer’s e-mail address indicated on the Service Order Form (“Suspension Notice”). If AMS does not receive payment of all past due amounts by the close of the second business day following dispatch of a Suspension Notice, AMS shall immediately suspend Customer’s use of the Service. Customer is responsible to keep it’s email address current by using AMS’s web site.
  In the event this Agreement is terminated pursuant to the preceding paragraph, AMS shall send Customer a final invoice for all amounts due and unpaid pursuant to this Agreement, (“Termination Invoice”). Customer, upon receipt of a Termination Invoice shall immediately remit to AMS the full amount of such Termination Invoice at Customer’s sole expense and risk.
• Rates . At the time of the sale and/or with other marketing material and depending of the location of the Customer, Customer will be provided with Rate Table which is available at AMS’s Online Portal web site. Rate Table outlines per minute charges to call anywhere in the world and rate charges when receiving a call using the Service. Rates vary and are subject to change.
  
• WARRANTY & LIABILITY LIMITATIONS / INDEMNIFICATION
• Limitation of Liability . AMS shall not be liable for any delay or failure to provide the Service at any time, or any interruption or degradation of voice quality that is caused by any of the following: act or omission of an underlying carrier, service provider, vendor or other third party; equipment, network or facility failure; equipment, network or facility upgrade or modification; force majeure events such as (but not limited to) acts of god, strikes, fire, war, riot, or government actions; equipment, network or facility shortage; equipment or facility relocation; loss of power to Customer; or any other cause that is beyond AMS' control.
• Financial Limit . AMS' liability hereunder shall in no event exceed Equipment cost with respect to the affected portion of the Term.
• No Consequential Damages. In no event shall AMS or its Representatives or any other service provider who furnishes services to AMS in connection with this Agreement or the Service be liable for any incidental, indirect, special, punitive, exemplary or consequential damages, or for any damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use the Service. The limitations set forth herein apply to claims sounding in any and all theories of liability and apply whether or not AMS was informed of the likelihood of any particular type of damages.
• Indemnification. Customer agrees to defend, indemnify, and hold harmless AMS, its Representatives and any other service provider who furnishes services to AMS in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) by, or on behalf of, Customer or any third party or user of Customer's Service, relating to this Agreement, the Services or the Equipment. This paragraph shall survive termination of this Agreement.
• No Warranties. AMS makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness of the Service or the Equipment for a particular purpose. AMS does not warrant that the Service will be without failure, delay, interruption, error, and degradation of voice quality or loss of content, data or information. Neither AMS nor Representatives or any other service provider or vendor who furnishes services or products to AMS in connection with this Agreement or the Service will be liable for unauthorized access to AMS' or Customer's transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, Customer's data files, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of AMS' or its service providers’ or vendors' negligence. Statements and descriptions concerning the Service or Equipment, if any, by AMS or its Representatives are informational and are not given as a warranty of any kind. .CUSTOMER IS SOLELY RESPONSIBLE FOR SECURITY AND INTEGRITY OF ITS OWN NETWORK. IN NO EVENT SHALL AMS BE LIABLE FOR FAILURE IN ANY RESPECT OF CUSTOMER’S BROADBAND SERVICE PROVIDER.
• Content . Customer is solely responsible for any and all liability that may arise out of or in connection with the content transmitted by it or Users (as hereinafter defined) using the Services. Customer shall assure that its or User's use of the Services and content at all times comply with all applicable laws, regulations and written and electronic instructions for use. AMS reserves the right to terminate or suspend affected Services, and/or remove Customer’s or Users' content from the Services, if AMS determines that such use or content does not conform with the requirements in this Agreement or interferes with AMS' ability to provide Services to Customer or AMS’ other customers or receives notice from anyone that Customer’s or Users' use or content may violate any laws or regulations. AMS' actions or inaction under this Section shall not constitute review or approval of Customer’s or Users' use or content. Customer shall indemnify and hold AMS and its Representatives harmless against any and all liability rising from the content transmitted by or to Customer or to Users using the Services. A "User" is any person (natural or otherwise), whether authorized or unauthorized, using the Service or Equipment provided pursuant to this Agreement.
• MISCELLANEOUS
• No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement right, or cause of action or creates any other third party beneficiary rights. Notwithstanding the foregoing, the benefits of this Agreement shall inure to the parties hereto, their successors and permitted assigns.
• Governing Law. The Agreement and the relationship between Customer and AMS shall be governed by the laws of the State of New Jersey without regard to its conflict of law provisions. Customer and AMS agree to submit to the personal and exclusive jurisdiction of the courts located within the state of New Jersey.
• Non-waiver. The failure of AMS to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
• Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto as to the subject matter hereof superseding any prior such agreements between the parties hereto whether written or oral. This Agreement may only be amended in writing signed by both parties hereto.
• Severability . If any part of this Agreement shall be legally declared invalid or unenforceable, all other parts of this Agreement shall remain valid and enforceable.
• Privacy. The Service utilizes, in whole or in part, the public Internet and third party networks to carry communications. AMS is not liable for any lack of privacy, which may be experienced with regard to the Service. Please refer to our Privacy Policy at www.amsvoip.com for more information.
• Changes/Notices. Notice to Customer of any changes to these "Terms of Service" shall be considered given by posting to the "Service Announcements" section of the AMS Web Site at www.amsvoip.com and no further notice by AMS is required. All other notices permitted or required hereunder may be addressed to the respective party as indicated on the Service Order Form portion of this Agreement.