TuLIP Terms of Service

TuLIP - Technology Under License Integrated Provider

Technology Under License Integrated Provider (“TuLIP”) Standard Terms and Conditions for Digital PBX and Telecommunication Services (“TuLIP services”)

TuLIP services is an alternative to traditional business telephone service. Some features of TuLIP services work in a similar fashion to traditional business telephone service, some do not correspond to any existing traditional service, and some features may work differently than in traditional service, or may not work at all. Customer is responsible for evaluating the features of TuLIP services as compared to traditional service.

THE FCC REQUIRES THAT WE INFORM YOU OF POTENTIAL LIMITATIONS TO 911 SERVICES DELIVERED VIA SIP CONNECTION. 911 AND/OR E911 WILL NOT BE AVAILABLE OR FUNCTION IF THE TELEPHONE DEVICE TO WHICH A PARTICULAR TELEPHONE NUMBER HAS BEEN ASSIGNED IS MOVED TO A LOCATION OUTSIDE THE PREMISES WHERE THE TELEPHONE DEVICE WAS ORIGINALLY INSTALLED, THERE IS A LOSS OF ELECTRICAL POWER TO THE TELEPHONE AND/OR TO EQUIPMENT NECESSARY TO MAINTAIN BROADBAND CONNECTION, THERE IS AN OUTAGE, DEGRADATION OR DESRUPTION TO YOUR BROADBAND CONNECTION.

TuLIP services is subject to different regulatory treatment than other telephone services. This treatment may limit or otherwise affect your rights before Federal, State or Provincial telecommunications regulatory agencies.

You are liable for any and all use of TuLIP services by yourself and by any person making use of the services provided to you and agree to indemnify and hold harmless TuLIP against any and all liability for any such use. You agree to notify TuLIP immediately in writing if you become aware at any time that your TuLIP service is being stolen or fraudulently used.

TuLIP may need to install equipment at Customer’s premises. Customer will give us and our contractors reasonable access to your premises as needed and maintain safe working conditions for us.

TuLIP services may not support 211, 311, 511, 611, 711 and 811 services.

If you are dissatisfied with TuLIP services and wish to stop using it, you must notify us in writing. TuLIP may also terminate this Agreement upon written notice to you if you fail to pay your bill on or before the Due Date.

A billing statement is deemed correct and payable in full unless disputed in writing within 30 days after receiving the bill. In case of a dispute, you must pay the undisputed portion by the Due Date to avoid a late payment fee on that amount. The Due Date for any disputed amount that is determined to be correct will be 7 days after we notify you that the dispute as to that amount has been resolved.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND WITH RESPECT TO ANY CAUSE WHATSOEVER: (i) OUR SUPPLIERS WILL NOT BE LIABLE TO YOU OR TO ANY PERSON USING TuLIP SERVICES FOR ANY DIRECT DAMAGES AND (ii) YOU WILL NOT BE LIABLE TO US, AND WE AND OUR SUPPLIERS WILL NOT BE LIABLE TO YOU OR TO ANY PERSON USING TuLIP SERVICES, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR REVENUES) OF ANY KIND, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE AND THE FAILURE OF ANY ESSENTIAL REMEDY. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE OR DUE TO YOUR OR OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EITHER OF OUR MAXIMUM LIABILITY TO THE OTHER AND THE OTHER'S SOLE REMEDY FOR ANY CAUSE WHATSOEVER, WILL BE LIMITED TO $10,000.

Customer agrees that communications transmitted using TuLIP services may not be private or secure. You also agree that we will not be liable to you or any person using TuLIP services for either (i) any real or perceived compromise in the privacy or security of communications, (ii) the content of any message sent using TuLIP services, or (iii) the content or quality of information that you or any person access using TuLIP services.

THE LIMITATIONS OF OUR LIABILITY AND OUR SUPPLIERS' LIABILITY SET FORTH ABOVE APPLY TO ANY LIABILITY WHATSOEVER, INCLUDING ANY CLAIM FOR INDEMNITY, WHETHER ASSERTED BY YOU OR ANY THIRD PARTY, FOR ANY PERSONAL INJURY OR DEATH OR FOR ANY PROPERTY LOSS OR DAMAGE OR FOR ANY INFRINGEMENT OR INVASION OF PRIVACY, CAUSED OR CLAIMED TO HAVE BEEN CAUSED BY THE USE OR ATTEMPTED USE OF TuLIP SERVICES TO ACCESS AN EMERGENCY SERVICE BY DIALING 911 OR ANY OTHER NUMBER.

Neither of us will be liable to the other, and we and our suppliers will not be liable to you or to any person using TuLIP services, for any failure to perform under this Agreement (except to make payments when due) due to any event or action outside of our respective reasonable control, including without limitation, acts of God, floods, fires, hurricanes, earthquakes, acts of war, labor actions, failure of a third party supplier to us or our suppliers, malfunction of the public internet, and changes in applicable laws and regulations.

WARRANTY DISCLAIMER. TULIP SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SUPPLIERS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. OUR SUPPLIERS AND WE MAKE NO WARRANTY THAT SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, PRIVATE OR ERROR FREE; NOR DO OUR SUPPLIERS OR WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED THROUGH USE OF SERVICE OR THAT ANY DEFECT IN A SERVICE WILL BE CORRECTED. ACTUAL TRANSMISSION SPEEDS AND CHARACTERISTICS OF SERVICE MAY VARY FROM THOSE EXPECTED DUE TO OPERATIONAL CHARACTERISTICS OF THE EQUIPMENT OR FACILITIES USED.

TuLIP will indemnify and hold harmless CUSTOMER and your agents, from and against any third party claim (including attorneys' fees and expenses) that TuLIP services infringes a third party's valid U.S. patent, copyright, trademark or trade secret; except that we will have no indemnity obligation to the extent that any claim is caused by the combination, operation or use of Service with any service, software, hardware or equipment not provided by either us, or one of our agents or suppliers when Service would not otherwise be infringing. If TuLIP services becomes, or in our opinion may become, the subject of an infringement claim, we may in our sole discretion either: (i) procure for you the right to use Service; (ii) replace or modify Service to make it non-infringing; or (iii), if neither (i) or (ii) is commercially feasible, terminate this Agreement, on written notice to you, subject to Term and Termination above. We will not be liable for any costs or expenses incurred by you in connection with any potential claim of infringement without our prior written consent. THIS SECTION STATES OUR SOLE AND EXCLUSIVE LIABILITY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

Each of us will indemnify and hold harmless the other, and you will indemnify and hold harmless any of our suppliers, and the indemnified party's agents, from and against any third party claim for any and all loss, damages, liability, claims, costs and expenses (including attorneys' fees and expenses) arising, directly or indirectly, in whole or in part, out of the indemnifying party's performance or failure to perform under your Agreement. Your indemnity obligations include, without limitation, any third party claim arising from any use of TuLIP services provided to you.

All indemnity rights under your Agreement are subject to the following: (a) the indemnitee must provide the indemnitor with prompt written notice of any claim; (b) the indemnitee must permit the indemnitor to assume and control the defense of any action; (c) the indemnitee may not enter into any settlement or compromise of any claim without the indemnitor's prior written consent, and (d) EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE, THE LIMITATIONS SET FORTH "DAMAGES" ABOVE DO NOT APPLY TO THE INDEMNITY OBLIGATIONS SET FORTH IN THIS SUBSECTION. The indemnitee may, at its own expense, participate in the defense of any claim.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

All notices hereunder must be in delivered via e-mail to:
support@technologyunderlicense.com
Any disputes between the Parties hereto arising out of or related to this Agreement shall be resolved in accordance with the following provisions. The venue for resolution of all disputes between the Parties shall be San Francisco, California.

In any claim or controversy arising out of or relating to this Agreement, the Parties shall attempt in good faith to resolve the matter through negotiation. Managers of the respective Parties having knowledge of the subject matter of the Agreement shall first meet in person and make a good faith attempt to resolve such controversies or claims. If, after such good faith attempt, such managers cannot otherwise settle or resolve the claim or controversy, senior managers of each party with authority to settle the controversy and who are at a higher level of responsibility than the officers with direct responsibility for administering this Agreement shall meet in person and make a good faith attempt to resolve or settle the matter. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

If the claim or controversy cannot otherwise be settled by negotiation pursuant to the requirements terms set forth herein, the claim or controversy will be finally settled by binding arbitration in San Francisco, California (or such other location as the Parties may agree) on an expedited basis under the Rules of Arbitration of the American Arbitration Association by one arbitrator appointed in accordance with those rules. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction.

In any arbitration and in any subsequent court action to obtain a judgment on the award of an arbitrator, the prevailing party in the arbitration shall be entitled to receive from the other party all reasonable costs and expenses awarded by a court and/or incurred by such party in enforcing its rights under this Agreement, including without limitation, its costs and reasonable attorney fees.

This Agreement is confidential business information and may be disclosed to a third party only (a) when necessary to further your or our business purposes and (b) when the third party has executed a written agreement which imposes comparable confidentiality obligations and use restrictions. Neither of us may disclose the terms and conditions of this Agreement to a competitor of the other. Either of us may disclose the existence of this Agreement and the other's name for ongoing business promotional purposes.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its principles of choice of law or conflicts of law.