Terms and Conditions

All8Network's Online Terms of Service

These online terms of service (including Orders and any applicable Service Attachments) are part of the 'Agreement' between All8Network and the legal entity identified as 'Customer' in the Order. All8Network and Customer will be individually called a 'Party' or collectively the 'Parties.'

All8Network offers services and equipment only for business use. These are provided according to the terms and conditions in this Agreement, ensuring they are acceptable to customers and in harmony with this Agreement.

When a Customer electronically signs this Agreement, they:

• Accept this agreement and agree to follow its terms.
• Confirm they are 18 or of legal age for a binding agreement and have the authority to bind their corporation, government organization, or other legal entity to these terms.
• Understand that if they do not agree with these terms, neither they nor their End Users can install, download, or use the equipment or services.

Ordering and Term

1. Ordering Services: By placing an Order electronically on All8Network’s website, a Customer can order Services. For subsequent orders, they need to use the Administrative Portal. The Order will specify the Services requested, including:

• The price for each Service
• Fixed Start Date
• Products licensed, leased, or sold to the Customer, if any

An Order becomes binding when All8Network accepts and the Customer executes it. All8Network may accept an Order by starting the requested Services. Services will begin on the Start Date specified in the Order. Customers can buy additional Services, software, and equipment through the Administrative Portal.

2. Services: Services offered by All8Network include:

• SIP Services
• VOIP Services
• Toll-free services (Note: Not all services are available in every location.)

3. Agreement Term: The Agreement term starts on the Effective Date and continues until the last Order Form expires or is terminated earlier according to the given terms.

4. Services Term and Automatic Renewal: The initial term of Services starts from the Start Date of the initial Order and continues for the initial term specified in the Order ('Initial Term'). After the Initial Term, recurring services automatically renew for successive periods of the same length ('Renewal Term') unless either Party gives a notice of non-renewal at least 30 days before the Initial Term or the then-current Renewal Term expires.

Invoicing and Payment

1. Prices and Charges: Prices are identified in Indian Rupees (INR) on the website or Administrative Portal. Extra charges may arise if the Customer activates additional features, buys extra equipment or Services, or exceeds usage thresholds. The Customer is responsible for charges from using the Services on their Account.

2. Billing and Payment: All equipment and Services must be purchased using a valid credit or debit card. By providing a valid debit or credit card, the Customer authorizes all charges and fees to be billed to this card, including recurring payments billed annually or monthly.

• Recurring charges are billed in advance as per the frequency set in the Order Form, and usage-based and one-time charges are billed monthly in arrears.
• If a payment card is rejected or fails, All8Network will notify the Customer using the contact details on the Account and will continue to attempt to charge the payment card for outstanding charges and fees.
• Payments are due in full, without set-off or deduction, within 30 days of the invoice date. Late payments may incur a late fee equivalent to the lesser of 1.5% per month or the highest rate allowed by Law.
• All8Network may terminate the Services and this Agreement for non-payment if charges are not paid within 30 days of the due date.

3. Taxes: All fees, rates, and charges exclude applicable Taxes, which the Customer is solely responsible for. Taxes are subject to change according to jurisdiction and Services provided.

4. Billing Disputes: Customers must provide written notice of any billing disputes within 30 days of the invoice date, specifying the dispute reason and the amount disputed. The Customer must timely pay the undisputed portion of the invoice.

Provision of the Service

1. General Terms: All8Network will provide Services as described in the related Service Attachment. It may update features but will not reduce core features, functions, or security without Customer consent.

2. Customer Care:

• Customers must provide first-tier support to their End Users. All8Network may require Customer's Helpdesk support personnel to complete training courses on All8Network’s Services.
• All8Network offers second-tier remote support to Customer’s Helpdesk personnel and Account Administrators through the Customer Care Center, available 24/7.
• Customers can contact All8Network’s Customer Care via email. Those contacting Customer Care on behalf of the Customer must have the authority to do so and follow All8Network’s authentication protocol.

3. Managed Services: Customers can purchase Managed Services from All8Network for use with the Services.

4. Subcontracting: All8Network may provide Services through its Affiliates or subcontractors but will remain responsible for their actions as if performed directly by All8Network.

Use of the Service

1. Managed Services: The Services depend on the Customer’s maintenance of sufficient Internet access, networks, and power as specified in All8Network’s Technical Sufficiency Criteria. All8Network is not responsible for issues caused by inadequate Customer networks.

2. Use Policies: Customers and their users must use the Services according to this Agreement, applicable Law, and the Use Policies, which are part of this Agreement. Customers may not resell the Services and must ensure End Users comply with the Use Policies. Violating this will be considered a material breach.

3. Acceptable Use Policy: Services must be used per All8Network’s Acceptable Use Policy, available at https://www.all8network.com/. All8Network may limit or suspend Services without notice if it finds illegal activity, a material breach of the Acceptable Use Policy, or use that interferes with All8Network’s Network. Such actions will be lifted once the issue is resolved.

Termination

1. Termination for Cause: Either Party may terminate this Agreement and Services if the other Party:

• Violates a material term and cannot cure it within 30 days.
• Is recommended by a government or regulatory agency.
• Faces insolvency, receivership, or bankruptcy proceedings, or makes an assignment to benefit creditors.

2. Effect of Termination: If the Customer terminates due to All8Network’s material breach, they do not need to pay fees for terminated Services after the effective date of termination and will receive a pro-rata refund for any unused prepaid charges. If terminated for other reasons, the Customer must pay all accrued amounts and outstanding sums for the Services for the remaining term.

Intellectual Property

1. Limited License: Customers and their End Users get a personal, non-exclusive, revocable, non-transferable, and non-sublicensable license to use any software provided by All8Network only for the time they have the right to use the Services and are current on payment commitments.

2. Restrictions: Customers cannot resell, modify, reverse engineer, or use the software for infringement analysis or any purpose other than using the Services.

3. IP Rights: All8Network retains ownership of all Intellectual Property Rights related to the Services. Customers retain title to their IP Rights but must provide All8Network with a limited license to use these IP Rights as necessary to provide the Services.

4. Use of Marks: No Party may use the other Party’s trademarks, service marks, or logos without written consent.

Confidentiality

1. Restrictions on Use or Disclosure: Both Parties must keep the other’s Confidential Information secure and only use it to fulfill obligations under this Agreement. Confidential Information can only be shared with employees, agents, or subcontractors who need it to fulfill obligations and must protect it against unauthorized disclosure. Confidential Information must be destroyed or returned upon termination of the Agreement.

Data Protection

1. Data Privacy: All8Network values Customer privacy and will use Customer information per the All8Network Data Processing Addendum. Updates to this Addendum will be notified to the Customer and take effect 30 days after the notice.

2. Data Security: All8Network will take reasonable precautions to protect Customer’s Account, data, and content against unauthorized use, disclosure, or modification. Customers must protect all user IDs and passwords and monitor for unauthorized use.

3. Software Changes: All8Network has the right to push software updates and patches directly to Customer’s devices. Customers must implement these updates immediately to ensure service operability.

Indemnification

1. Indemnification Obligations: Customers must indemnify and protect All8Network against third-party claims related to:

• Violations of applicable Law.
• Breaches of this Agreement.
• Failures to install software updates or accept replacements.
• Claims related to Customer Content.

2. Defense and Indemnification Procedures: The Indemnified Party must provide immediate notice of a third-party claim, give control of the settlement and defense, and provide reasonable cooperation. The Indemnifying Party cannot settle claims without the Indemnified Party’s consent unless the settlement includes a complete release of claims against the Indemnified Party.

Warranties

1. All8Network Warranty: All8Network will provide Services with a commercially reasonable standard of skill and care, complying with applicable Laws. All warranties received related to equipment will be passed to the Customer.

2. Customer Warranty: Customers and End Users must use the Services according to applicable Laws and