Terms of Service

Date of Last Revision: May 15, 2024

These Terms of Service constitute the entire agreement (“Agreement”) between NovoLink Communications, Inc. (“we,” “us” or “NovoLink”) and the customer (“you,” “user” or “Customer”) of NovoLink business communications services and any related products or services (“Service”).

BY ACTIVATING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE FULLY READ THE TERMS OF SERVICE, AND THAT YOU UNDERSTAND AND AGREE TO THE SAME.

1            DEFINITIONS

Activation Date is the date on which Customer Service is installed and tested and Customer is able to use the Service on the NovoLink network. The Activation Date may precede the date Customer actually begins to use Service. The Activation Date will start the contract term.

Equipment is any device used in conjunction with the Service.

Service is NovoLink business communications services, and any related products or services being provided to Customer.

User is a user of the Service provided by NovoLink.

2            REVISION

2.1        Terms of service.

NovoLink may revise the terms of service presented in this agreement, including any policies incorporated by reference, at any time. Terms of service are posted on the NovoLink website (“Website”) with a clearly defined effective date. Continuation of service after the defined effective date indicates acceptance of and agreement to all revisions.

2.2        Pricing.

NovoLink reserves the right to change pricing with respect to a renewal term. NovoLink reserves the right to increase pricing 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. All Charges are stated in United States dollars unless otherwise expressly stated.

3            TERM AND AUTOMATIC RENEWAL

3.1        Service term, renewal, and termination.

The initial term of service (“Initial Term”) begins in the Activation Date and is for three (3) years and at the end of the Initial Term This Agreement will renew automatically for additional periods (“Renewal Terms”) of one (1) year. Customer may request a three (3) year Renewal Term.

3.2        Non-renewal rates.

In the event Customer chooses not to renew for a subsequent three (3) year term, NovoLink shall have the option of continuing to provide the Service under the one (1) renewal term priced at NovoLink’s then-current monthly rates.

3.2        Right to terminate.

Either party may terminate by giving written notice to terminate this Agreement not more than ninety (90) days and not less than sixty (60) days before the end of the Initial Term or any Renewal Term. Customer must provide notification to orders@novolink.com.

3.3        Early termination penalties.

Customer is responsible for payment of 100% of the charges for the terminated Service, multiplied by the number of months remaining in the term on the date of termination. The early termination charge is in addition to the charges payable for the month of, and months prior to, termination.

3.4        Out of Contract Fee.

Should Customer provide required notice, to not automatically renew contract nor sign a new contract, NovoLink shall have the option of continuing to provide the Service priced at NovoLink’s then-current monthly rates in addition to a 10% “out of contract fee” that will be added to the charges until the Service has been disconnected or a new contract is signed.

3.5        Reduction of Services.

Customer has a right to:

• reduce the Service without penalty if the reduction is related to a decrease in the number of the Customer’s employees utilizing the Service, and not a shift of Service to a different provider;
• reduce the Service to a level no less than 20% below the highest monthly charge during the term without penalty and;
• notify NovoLink not more than sixty (60) days and not less than thirty (30) days before the end of the current Term to reduce current Service upon commencement of the new renewal period.

4            CHARGES, PAYMENTS, AND TAXES

4.1        Charges.

Customer is responsible for paying all charges applicable to the Service and Equipment ordered and/or used by Customer. NovoLink generates invoices for services on the first of each month. Service is billed in advance and any usage charges incurred will be billed in arrears. First customer invoice generation occurs on the 1st of the month following the commencement of service and will include the pro-rated amount for the partial billing cycle plus the normal advanced full month billing cycle. Pro-rated and normal charges can include both recurring and non-recurring charges.

4.2        Payments.

NovoLink accepts payments via customer initiated electronic funds transfer or check.

4.3        Taxes and other fees.

Charges for Service and Equipment and the prices associated do not include taxes and other fees. Customer is responsible for paying all applicable federal, state, local; or other governmental sales, use, excise, public utility, universal service, 911, or other taxes, regulatory fees, and charges that arise out of Customer consumption of Service and purchase or lease of Equipment. Taxes and other fees are subject to change at any time.

4.4        Late fees.

Overdue balances resulting from payment not made by the due date are subject to a late fee in an amount equal to 1.5% per month.

4.5        Reactivation fees.

NovoLink maintains sole discretion to restore Service and may impose conditions upon restoration of service, including payment of unpaid amounts plus a reconnection fee of $125.00.

4.6        Declined payments.

Declined payments are subject to a returned payment fee of $25.00 applied to Customer.

4.7        Disputes.

Customer must submit disputes in good faith to billing@novolink.com and in writing to NovoLink within sixty (60) days of invoice. NovoLink will not review disputes for invoices beyond sixty (60) days.

5            PHONE NUMBERS

5.1        Service activation phone number request (new phone number).

NovoLink can issue new phone numbers to Customer as required.

5.2        Service activation phone number transfer (porting in).

Customer agrees to provide permission to NovoLink to port Customer phone number(s) to the Service when applicable.

5.3        Service termination phone number transfer (porting out).

NovoLink agrees to release Customer’s phone numbers to a new service provider under the given conditions:

• the new provider is capable of accepting the phone number(s);
• NovoLink has received notification from customer to terminate the Service and;
• Customer submitted accurate transfer request with account termination notice.

Customer understands that porting phone numbers does not exempt them from paying any early termination fees and/or outstanding balances.

5.4        Compliance with porting laws.

Customer acknowledges that porting of phone numbers is subject to laws and regulations and may be subject to other third-party terms and conditions. Customer agrees that neither Customer; nor any User; nor any party acting on behalf of, at the direction or request of, or with the permission or knowledge of any of the foregoing will at any time: (i) violate any applicable law or engage in any fraudulent or deceptive conduct in its porting-related requests or activities; (ii) engage in or facilitate “slamming” or the porting out of any phone number or change or attempt to change any party’s phone service provider without first obtaining the proper, requisite consents and authorizations; or (iii) violate contractual or other obligations to service providers or other third parties.

5.5        Other porting concerns.

Customer acknowledges that porting phone numbers away from the Service due to acts or omissions by third parties occurs and it may not be possible for NovoLink to: (i) prevent these port outs or (ii) return the phone numbers to the NovoLink service. NovoLink has no responsibility or liability for these port outs.

6            EQUIPMENT

6.1        Leased equipment.

Customer shall ensure equipment remains in good condition, with expected normal wear and tear. NovoLink shall be responsible for the maintenance and repair of the equipment, except when the damaged is a result of the action or inaction of Customer. In cases where Customer is responsible for damage, Customer will reimburse NovoLink for the cost of any necessary repairs or replacement.

NovoLink requires reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. Customer has thirty (30) days to provide access to or return the equipment after Customer terminates this Agreement. Failure to arrange access to or return the equipment after termination of the Agreement will result in Customer being responsible for payment to NovoLink of the full purchase price of the equipment.

Customer shall pack and ship the equipment in such a way as to limit and/or avoid damage to the equipment. Customer shall be responsible for the cost to replace the equipment in the event of equipment damage in shipping.

6.2        Purchased equipment.

Customer acknowledges that NovoLink is not the manufacturer of any equipment purchased by Customer. Therefore, NovoLink makes no warranties of its own with respect to the equipment. NovoLink will pass through the original manufacturer’s warranties to Customer to the extent it is able to do so.

7            USE OF SERVICE

7.1        Service requirements.

NovoLink voice service is provided as a voice over internet protocol (“VoIP”) service which differs from traditional phone service.. NovoLink voice service relies on internet access or direct interconnection with NovoLink. Use of the Service is dependent on Customer providing sufficient internet access, networking and power.

7.2        Use policies.

Customer must use the Service in compliance with this Agreement and any policies incorporated by reference and any applicable laws and/or regulations.

7.2.1    Acceptable Use Policy

Customer must use the Service in accordance with NovoLink’s Acceptable Use Policy, available at https://www.novolink.com/acceptable-use-policy.

7.2.2    Emergency Services Policy

The NovoLink Emergency Services Policy that governs the operations and limitations of emergency services is available at https://www.novolink.com/emergency-services-policy.

7.3        Location of service.

Customer shall provide NovoLink with the correct address to obtain Services. NovoLink relies on this information to determine which taxes, fees, surcharges, and assessments are applicable to the Services. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments, and penalties related thereto.

7.4        Incompatibility with other services.

Customer acknowledges the Service may not be compatible with all other services and equipment, including, but not limited to security systems, satellite television systems, fax machines, medical equipment, etc. Customer is responsible for testing the compatibility of relevant services and equipment with the Service.

Certain broadband and cable modem services may not be compatible with the Service. Customer acknowledges that some providers of broadband service may provide modems that prevent the transmission of communications using the Service.

8            SERVICE LEVEL AGREEMENT

8.1        Service availability.

The ability for Customer to place and receive phone calls using the NovoLink Service defines the service availability.

8.2        Service commitment.

NovoLink will utilize commercially reasonable efforts to minimize service disruptions and outages and provides 99.995% reliability for the Service.

8.3        Exclusions.

Loss of Service Availability caused by factors beyond NovoLink reasonable control, including, without limitation,

• an internet service or direct interconnection service disruption at Customer location, or
• Customer equipment, software or other technology and/or third party equipment, software or other technology, or
• time where Customer equipment is being replaced or repaired, or
• number porting issues, or
• during periods of scheduled or emergency maintenance, or
• suspension or termination of Service in accordance with the Agreement.

8.4        Force majeure.

NovoLink will not be liable for any failure or delay providing Service due to any cause beyond its reasonable control, including but not limited to, acts of God, natural disaster, accidents, fire, flood, explosion, vandalism, fiber optic or other cable cut, network congestion, cyber security breach, storm, or other similar catastrophes, boycott, strike (including a general strike), lockout or other similar industrial disturbance, service interruption by a telecommunications services provider, or connectivity delays with internet providers outside of NovoLink reasonable control, any law, order, regulation, direction, action or request of the United States government, or of any other government, including state and local governments having jurisdiction over NovoLink or Customer, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military authority, national emergencies, terrorism, insurrections, riots, wars, or embargos.

8.5        Outage calculations.

NovoLink uses a combination of approaches, including log analysis from NovoLink monitoring systems and affected infrastructure components to calculate service outages. Losses of service availability of less than five (5) minutes in duration will not be included in any calculation of service availability. Findings will be matched with client reporting to determine actual service outage timeframe.

8.6        Outage credits.

If service availability falls below the service commitment level during any monthly billing cycle, NovoLink may issue an outage credit at Customer request. NovoLink will verify requests for validity and will be subject to other conditions herein.

8.6.1    Request and payment procedures.

To request an outage credit, (i) Customer account must be in good standing with NovoLink at the time of request, and (b) Customer must submit a support ticket to noc@novolink.com reporting the outage within thirty (30) days of the outage event requesting an outage credit. Outage credit requests must include Customer name and the dates and specific times for which Customer is requesting outage credit. NovoLink will use information provided by Customer to calculate actual service availability.

When applicable, NovoLink will issue an outage credit to Customer within one billing cycle following the month in which the request occurred.

8.6.2    Outage calculation credits. Subject to valid submission of an outage event by Customer and other conditions herein, if service availability under Customer account for any calendar month is below 99.995%, Customer is eligible to receive an outage credit prorated according to the total fees incurred by Customer for the Service during the credit period. NovoLink will apply any outage credits against future payments due to NovoLink.

8.6.3    Limits. In any given calendar month one (1) outage credit is available. Outage credits are applicable only toward use of the Service. Outage credits are not convertible into cash or any type of refund.

9            ROBOCALL MITIGATION

All calls originating on the NovoLink network are subject to inspection and investigation for suspected fraud, abuse, or other illegal activities. NovoLink will block calls found to meet any of these criteria. Further, continued excessive and repeated violations is cause for termination of Service.

Customer agrees to comply with all applicable law related to robocalling, at all times, while using the Service. Customer may face cease-and-desist orders, as well as major fines from the Federal Communications Commission (“FCC”) if found to be in violation of robocalling laws.

NovoLink has implemented measures as required under the Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (“TRACED Act”) which is the legal mechanism signed into law December 30, 2019, for the regulation of robocalls.

9.1        Learn More About Robocalls and the FTC.

You can contact the FTC online at ftc.gov or by calling 1-877-FTC-HELP. To learn more about illegal robocalls and what the FTC is doing to stop them, visit ftc.gov/robocalls. You may file a complaint with the FTC and/or the National Do Not Call Registry.

If you want to learn more about unwanted calls and caller ID spoofing, see the FCC consumer guide pertaining to robocalls. You can learn more about the FCC online at fcc.gov/consumers.

10         LIMITATION OF LIABILITY, INDEMNIFICATION AND DISCLAIMER

10.1     Limitation of Liability.

NOVOLINK’S ENTIRE LIABILITY AND CUSTOMER EXCLUSIVE REMEDIES FOR ANY CLAIMS ARISING IN CONNECTION WITH ANY SERVICE OR OBLIGATION UNDER THIS AGREEMENT IS RESTRICTED TO DIRECT DAMAGES AND WILL NOT EXCEED THE AMOUNT RECEIVED BY NOVOLINK DURING TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

IN NO EVENT WILL NOVOLINK BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS, OR REVENUES OF ANY KIND, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR INCREASED COST OF OPERATIONS. NOVOLINK SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES, SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT FOR ANY CREDITS FOR SUCH SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS EXPLICITLY SET FORTH IN THE SLA REFERENCED IN SECTION 3 ABOVE) OR LOST, OMITTED OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER, USERS’ OR THIRD PARTIES’ APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY: (i) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; AND (ii) WHETHER OR NOT DAMAGES WERE KNOWN OR FORESEEABLE. THESE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT.

THE LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO PRECLUDE A PARTY FROM SEEKING INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE EVENT OF A VIOLATION BY THE OTHER PARTY.

10.2     Indemnification.

Customer shall defend, indemnify, and hold harmless NovoLink, its officers, directors, managers, employees, affiliates and agents and any other service provider who furnishes services to the Customer in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney’s fees) by, or on behalf of, you or any third party or user of the Service, relating to the Services, including, without limitation, 911 dialing, or the Device.

10.3     Disclaimer.

NovoLink makes no warranties, express or implied, including, but not limited to, and implied warranties of merchantability or fitness for a particular purpose. Customer acknowledges and agrees that the Services are provided on an “As Is”, as available basis. NovoLink does not warrant that the Services will meet the Customer’s requirements or that the operation of the Services will be uninterrupted or error-free. Further, NovoLink does not warrant that all errors in the Services can be corrected. Customer acknowledges and agrees that NovoLink does not and cannot control the flow of data between the NovoLink network and third party networks.