Vox Tandem Terms of Service

These Terms of Service (the “Terms” or “Agreement”) govern your use of the VoIP, unified communications, and related services (the “Services”) provided by Vox Tandem, LLC, a Pennsylvania limited liability company (“Vox Tandem,” “we,” “us,” or “our”). By using the Services, you (“Customer” or “you”) agree to these Terms and to the Vox Tandem Acceptable Use Policy (“AUP”) and Privacy Policy, each incorporated by reference.

If Customer has executed a Service Agreement with Vox Tandem (“Service Agreement”), these Terms supplement the Service Agreement. In the event of conflict, the Service Agreement prevails over these Terms, and these Terms prevail over any Proposal Quote on matters not addressed in the Service Agreement.

1. Definitions

1.1 “Services” means the VoIP, unified communications, SIP trunking, hosted PBX, and related services provided by Vox Tandem to Customer, as specified in the applicable Proposal Quote or Service Agreement, together with related hardware, software, configuration, and support.

1.2 “Service Agreement” means the signed agreement between Customer and Vox Tandem identifying the specific Services ordered, their pricing, and any minimum term commitment.

1.3 “Proposal Quote” means the itemized quotation of Services, equipment, fees, and Term attached to or referenced in the Service Agreement.

1.4 “Term” means the period during which Services are provided, including any Initial Term and Renewal Terms as set forth in the Service Agreement.

1.5 “Administrator” means the individual(s) designated by Customer with authority to manage the Customer account, as described in Section 3.

1.6 “Confidential Information” means any non-public information disclosed by one party to the other, whether oral or written, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

1.7 “Company Contact” means the individual(s) designated by Customer to receive notices from Vox Tandem regarding the account, including billing notices, rate change notices, breach notifications, and other material communications. Unless Customer designates otherwise in writing, the Company Contact is the Administrator.

2. Eligibility, Account, and Internet Connection

You may only receive the Services if you are a subscriber in good standing with a valid, authorized payment method on file. You must obtain your own internet connection to use the Services. Vox Tandem does not control your internet access or quality. Vox Tandem is not responsible for third-party products or services, or for Service problems caused by your internet connection or third-party products or services.

3. Administrator and Company Contacts

Customer may designate one or more individuals as Administrators with authority to manage the account, including adding or removing Services, assigning users, updating payment methods, and porting telephone numbers. Customer authorizes Administrators to commit Customer to charges for additional Services purchased through the user portal or Vox Tandem Customer Support.

Upon account creation, the initial Administrator is the individual who executed the Service Agreement or completed the online sign-up. Administrators may assign additional Administrators or Company Contacts. To reassign the primary Administrator, Vox Tandem requires written notice from the current Administrator’s email on file, or a signed written request on company letterhead from an officer or owner. Customer represents that each individual signing or acting as Administrator is duly authorized to bind Customer.

4. Fees, Billing, and Payment

4.1 Payment Authorization. Customer authorizes Vox Tandem to charge Customer’s payment method on file for all fees due under this Agreement and the Service Agreement. Monthly Recurring Charges are billed in advance. Usage-based charges are billed in arrears. Payment is due in full, without deduction or set-off, on the dates specified in this Agreement.

4.2 Taxes and Regulatory Fees. All fees are exclusive of applicable federal, state, and local taxes, surcharges, Universal Service Fund fees, regulatory recovery fees, e911 fees, and similar pass-through charges. Such taxes and fees are subject to change.

4.3 Invoiced Amounts. Where Vox Tandem issues invoices rather than auto-charging, invoiced amounts are due within thirty (30) days of the invoice date unless otherwise specified.

4.4 Billing Disputes. If Customer reasonably and in good faith disputes any portion of an invoice, Customer must provide written notice to Vox Tandem at billing@voxtandem.com within thirty (30) days of the invoice date, identifying the specific reason for the dispute and the specific amount being disputed. Customer’s dispute as to any portion of the invoice does not excuse Customer’s obligation to timely pay the undisputed portion. Disputes not raised within thirty (30) days of the invoice date are waived, and the invoiced amounts become final. Upon resolution of a timely dispute, Customer shall pay any remaining amounts owed within thirty (30) days; any overpayment will be applied as a billing credit against future charges.

4.5 Late Payments. Past-due amounts accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. Customer is responsible for all reasonable costs incurred by Vox Tandem in collecting unpaid amounts, including attorneys’ fees, court costs, and collection agency fees.

4.6 Acceptance of Partial Payments. Vox Tandem’s acceptance of any late or partial payment, regardless of how designated by Customer (including, without limitation, designations such as “Paid in Full,” “Accord and Satisfaction,” or similar language), does not waive, limit, or prejudice Vox Tandem’s right to collect any remaining amount due, and does not constitute settlement of any disputed amount.

4.7 Suspension for Non-Payment. Vox Tandem may suspend Services if Customer’s account is more than fifteen (15) days past due, upon reasonable notice. During suspension, Services (including E911) will not function. Suspension does not relieve Customer of payment or Term obligations.

4.8 Non-Refundable. All fees, including prepaid amounts, are non-refundable except as expressly provided in this Agreement.

4.9 Fraudulent and Unauthorized Use. Customer is responsible for all charges incurred on its account, including those resulting from unauthorized or fraudulent use. Customer is responsible for securing its credentials, equipment, and network. Customer acknowledges that Vox Tandem has no duty to investigate the authenticity of charges, and that exposure of SIP credentials or phones to public networks increases risk of fraudulent traffic, for which Customer bears responsibility.

4.10 Subpoena and Legal Process Fees. If Vox Tandem is required to respond to a subpoena, court order, or other legal process related to Customer’s account (except where Vox Tandem is a party to the underlying proceeding), Customer shall reimburse Vox Tandem for reasonable costs incurred in responding, including employee time spent retrieving records, attorney review, and production costs, at Vox Tandem’s then-current rates.

5. Changes to Rates and Terms

5.1 MRC Locked During Initial Term. Monthly Recurring Charges set forth in the Proposal Quote are locked for the full Initial Term (whether twelve months, twenty-four months, thirty-six months, or longer), except for pass-through regulatory and tax changes.

5.2 Rate Changes at Renewal. Vox Tandem may adjust MRC for Renewal Terms with at least ninety (90) days’ prior written notice before the start of the Renewal Term. The renewal notice will state the new MRC clearly, the effective date of the increase, and Customer’s right to provide notice of non-renewal before the increase takes effect.

5.3 Other Rate Changes. For fees other than MRC (e.g., usage-based rates, optional add-on features), Vox Tandem may prospectively change rates with at least thirty (30) days’ prior written notice via email to the Company Contact or via the Customer portal. Pass-through regulatory and tax changes may be implemented without advance notice.

5.4 Changes to Terms. Vox Tandem may change these Terms prospectively. Material adverse changes require at least thirty (30) days’ prior written notice to the Company Contact by email.

5.5 Customer Right to Terminate on Material Adverse Change. If a rate or term change has a material adverse effect on Customer, Customer may terminate the affected Services without penalty (including waiver of any Early Termination Fee) by providing written notice to Vox Tandem within thirty (30) days after Vox Tandem’s change notice. Failure to provide timely notice constitutes acceptance of the change.

6. Term, Renewal, and Termination

6.1 Term. The Initial Term is as set forth in the Service Agreement, expressed in whole calendar months (e.g., twelve (12), twenty-four (24), or thirty-six (36) months). Unless the Service Agreement specifies otherwise, the Initial Term is twelve (12) months commencing on the Service Activation Date.

6.2 Automatic Renewal. Unless the Service Agreement expressly provides otherwise, upon expiration of the Initial Term this Agreement automatically renews for successive Renewal Terms equal in length to the Initial Term, UNLESS either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current Term. By way of example: a 12-month Initial Term renews for successive 12-month Renewal Terms; a 36-month Initial Term renews for successive 36-month Renewal Terms. Vox Tandem will endeavor to send Customer a renewal reminder by email to the Company Contact at least one hundred twenty (120) days before the end of each Term as a courtesy; however, failure to send such a reminder does not extend or modify the 90-day non-renewal notice requirement.

6.3 Notice of Non-Renewal. Notice of non-renewal must be sent by email to billing@voxtandem.com (with delivery confirmation) or by other written method confirmed received by Vox Tandem.

6.4 Termination for Cause. Either party may terminate for cause upon thirty (30) days’ prior written notice if the other party materially breaches this Agreement and fails to cure within the notice period. Non-payment more than fifteen (15) days past due constitutes material breach.

6.5 Early Termination Fee. If Customer terminates Services prior to the end of the Term other than for Vox Tandem’s uncured material breach or for a material adverse change under Section 5.5, Customer shall pay the Early Termination Fee set forth in the Service Agreement. The ETF also applies to any reduction, cancellation, or conversion of Services during the Term. The ETF represents a reasonable, good-faith estimate of damages and is enforceable as liquidated damages. The ETF is due within thirty (30) days of termination and may be charged to Customer’s payment method on file.

6.6 Effect of Termination. Upon termination: (a) Customer’s Services cease; (b) Customer remains liable for all fees through the termination date and for the ETF, if applicable; (c) Customer must return rental Equipment within fifteen (15) days under Section 7; and (d) Customer may request number porting within sixty (60) days, which Vox Tandem will reasonably facilitate for accounts in good standing and in accordance with applicable FCC rules.

6.7 Adding Services During the Term. Customer may add Services during the Term by written request, including through the Customer portal, by email to Vox Tandem, or by order form or supplemental Proposal Quote accepted by Vox Tandem. Added Services are subject to this Agreement and the then-current Vox Tandem pricing, unless a specific rate is agreed in writing.

6.7.1 Co-Terminus Addition. Added Services are co-terminus with the then-current Term, meaning they share the same end date as the existing Initial Term or Renewal Term. Monthly Recurring Charges for added Services are pro-rated from the date of activation through the end of the then-current Term and thereafter renew on the same cycle as the rest of Customer’s account.

6.7.2 Late-Term Additions. If Customer orders added Services within ninety (90) days of the end of the then-current Term, Vox Tandem may, at its discretion, (a) require that the addition be made as part of a Renewal Term rather than the current Term, or (b) treat the addition as the start of a new Renewal Term for all Services on Customer’s account, with notice to Customer before activation.

6.7.3 ETF on Added Services. Added Services become part of Customer’s Term commitment. Reductions, cancellations, or conversions of added Services during the Term trigger the ETF on a pro-rated basis as if the added Services had been part of the original Proposal Quote from the date of activation.

6.7.4 Equipment Added During the Term. Equipment purchased or rented during the Term is subject to the same terms as equipment in the original Proposal Quote, including rental return obligations and the amortization of any subsidies or waived fees over the remainder of the then-current Term.

7. Rental Equipment

Vox Tandem retains ownership of all Equipment provided on a rental basis. Customer shall not modify, tamper with, or relocate rental Equipment. Upon termination, Customer shall return all rental Equipment in good working condition, reasonable wear and tear excepted, within fifteen (15) days, at Customer’s expense, to an address specified by Vox Tandem. Equipment not returned within this period will be billed at Vox Tandem’s then-current replacement cost. Customer is responsible for loss, theft, damage, or destruction of rental Equipment while in Customer’s possession.

Returned Equipment may be subject to a restocking and refurbishment fee of up to fifteen percent (15%) of the replacement cost, to cover inspection, testing, reconfiguration, cleaning, and repackaging. This fee does not apply to Equipment returned due to Vox Tandem’s uncured material breach.

8. Telephone Number Porting

During the Term, Customer authorizes Vox Tandem and its agents to initiate porting requests and changes to Customer’s telephone service as reasonably necessary to provide the Services. Vox Tandem may change underlying carriers without notice, provided such changes do not result in Customer’s loss of its telephone numbers. Customer releases Vox Tandem from damages arising from third-party carrier delays, service interruptions, or technical difficulties affecting porting.

Upon termination of Services for any reason, Vox Tandem will honor valid port-out requests from Customer to another carrier in accordance with applicable FCC rules and will not impose unreasonable delays or barriers to porting, provided Customer’s account is otherwise in good standing with respect to undisputed charges for Services rendered.

Port-Out Cancellation Notice. If Customer ports one or more telephone numbers to another service provider, Customer must provide Vox Tandem with written notice to cancel the Services associated with those numbers. A port-out alone does not automatically terminate the underlying Service or cancel recurring charges. Service charges for ported numbers will continue until Customer provides cancellation notice and, where applicable, satisfies the terms of Section 6 (including any Early Termination Fee, if porting occurs prior to the end of the Term).

9. Data Security and Breach Notification

9.1 Vox Tandem Safeguards. Vox Tandem maintains reasonable administrative, technical, and physical safeguards designed to protect Customer data from unauthorized access, use, or disclosure. Such safeguards include network access controls, encryption in transit for management interfaces, and logging.

9.2 Breach Notification. Vox Tandem will notify Customer without undue delay, and in any event within seventy-two (72) hours after becoming aware of a confirmed breach of security affecting Customer’s Confidential Information or personal data under Vox Tandem’s control, to the extent required by applicable law. Notice will be sent to the Company Contact on file and will include available information about the nature and scope of the breach.

9.3 Customer Obligations. Customer is responsible for: (a) the security of Customer’s own premises, equipment, and network; (b) securing credentials (extension passwords, portal passwords, SIP credentials, and MAC addresses); (c) promptly reporting suspected unauthorized access; and (d) keeping firmware and software on Customer-managed devices current. Customer acknowledges that placing phones on publicly accessible IP addresses materially increases the risk of fraudulent usage, and Customer remains responsible for such charges.

10. HIPAA and Protected Health Information

If Customer is a Covered Entity or Business Associate under HIPAA and Customer’s use of the Services involves Protected Health Information (“PHI”), Customer must execute Vox Tandem’s Business Associate Agreement (“BAA”) prior to such use. A BAA template is available upon request from billing@voxtandem.com. Use of the Services for PHI without an executed BAA is a material breach of this Agreement and the AUP. Vox Tandem does not warrant that the Services are HIPAA-compliant in the absence of an executed BAA and the implementation of additional safeguards as may be specified by Vox Tandem.

11. Acceptable Use

Customer’s use of the Services is subject to the Vox Tandem Acceptable Use Policy (the “AUP”), available on this page in the Acceptable Use Policy section and incorporated by reference. The AUP contains detailed restrictions on use, including restrictions on illegal activity, unauthorized communications, Automated Dialer services, call pattern abuses, call recording consent, business-use requirements, third-party use, and export control. In the event of any conflict between these Terms and the AUP, these Terms control.

12. Emergency Services (E911)

Customer acknowledges receipt of the E911 disclosures on this page, agrees to register and maintain accurate physical address information for each phone line, agrees to notify all users and occupants of the Service location(s) of the E911 limitations, and agrees to the limitations of liability set forth in the E911 Information section.

13. Service Level Agreement

13.1 Uptime Commitment. Vox Tandem targets 99.999% monthly uptime, measured on a per-server or per-instance basis using availability monitoring tools. Service credits for failure to meet this target are Customer’s sole and exclusive remedy for Service availability issues.

13.2 Service Credits. Service credits are calculated as a percentage of the Monthly Recurring Charges for the affected instance in the month of the outage:

• Below 99.999% monthly uptime: 10% credit
• Below 98% monthly uptime: 30% credit
• Below 96% monthly uptime: 50% credit
• Below 94% monthly uptime: 100% credit (maximum)

13.3 Force Majeure Abatement. If a Force Majeure Event (Section 21) renders Services unusable to Customer for more than five (5) consecutive calendar days, Customer may request a pro-rata abatement of MRC for the affected Services for the period of unusability.

13.4 Exclusions. Downtime excludes: (a) events outside Vox Tandem’s reasonable control (natural disasters, terrorism, wide-area power or connectivity outages); (b) issues caused by Customer or third-party hardware, software, configurations, or networks; (c) scheduled maintenance windows; (d) upstream provider or storage failures; and (e) data loss where backups are Customer’s responsibility.

13.5 Credit Process. Service credits must be requested via trouble ticket within thirty (30) days of the affected period, are subject to Vox Tandem’s approval, and are applied against future invoices.

14. Intellectual Property; Suggestions

Vox Tandem retains all right, title, and interest in its network, platform, software, documentation, and related intellectual property. Customer receives only a limited, non-exclusive, non-transferable, revocable right to use the Services during the Term. Customer shall not reverse engineer, decompile, disassemble, or attempt to derive techniques, processes, or algorithms from the Services.

Any suggestions, improvements, or feedback Customer provides regarding the Services are assigned to Vox Tandem without compensation. Custom development work performed at Customer’s request is billed at Vox Tandem’s then-current hourly rate, and all resulting work product remains Vox Tandem’s property unless expressly agreed otherwise in writing.

15. Confidentiality

Each party shall protect the other’s Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care. Confidential Information includes pricing, rate decks, network architecture, software, usage data, and any other non-public information exchanged between the parties. This obligation continues for three (3) years following termination for general Confidential Information, and indefinitely for trade secrets.

In the event of a legal demand for disclosure (subpoena, court order, or governmental process), the receiving party shall provide prompt notice to the disclosing party and reasonable cooperation in seeking a protective order, where lawful to do so.

Neither party shall solicit for employment or hire the other party’s employees with whom the party has had material contact during the Term, for a period of twelve (12) months following termination, without the other party’s written consent. General solicitations not targeted at such employees, and hiring of employees who independently respond to such solicitations, are not prohibited.

16. Assignment

Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without Vox Tandem’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment without such consent is void. A change of control of Customer (merger, acquisition, or sale of substantially all assets) constitutes an assignment requiring consent. Vox Tandem may assign this Agreement to any affiliate, successor, or acquirer without Customer’s consent.

17. Warranties and Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, EQUIPMENT, AND ANY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VOX TANDEM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VOX TANDEM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE FROM UNAUTHORIZED ACCESS.

17.1 Errors and Omissions. Without limiting the foregoing, Vox Tandem shall not be liable for, and Customer waives all claims arising from: (a) errors, omissions, typos, or inaccuracies in configuration, provisioning, or documentation; (b) mistakes in number assignment, porting, or routing; (c) misdirected calls, misrouted faxes, or missed call notifications; (d) inaccurate caller ID, CNAM, or directory listings; (e) delays or failures in feature activation; (f) loss, corruption, or unavailability of voicemail, call recordings, or stored data; or (g) any similar error or omission in the delivery of the Services. Customer’s sole remedies for any of the foregoing are the Service Level credits in Section 13, where applicable, or reasonable correction of the error by Vox Tandem at no additional charge.

17.2 Upstream Vendor Changes. Vox Tandem relies on third-party platforms (including 3CX) and upstream carriers to deliver the Services. If any such platform or carrier changes its terms, pricing, technical capabilities, or availability in a manner that materially affects Vox Tandem’s ability to deliver the Services as configured, Vox Tandem reserves the right to migrate Customer to a substantially equivalent platform or alternative service at Vox Tandem’s expense. Vox Tandem will provide reasonable advance notice of any such migration.

18. Limitation of Liability

18.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOX TANDEM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOST BUSINESS, LOST DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap on Direct Damages. VOX TANDEM’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO VOX TANDEM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 Exceptions to Cap. The limitations in this Section 18 do NOT apply to: (a) Customer’s payment obligations to Vox Tandem; (b) Customer’s indemnification obligations; (c) either party’s breach of confidentiality; (d) Customer’s infringement or misappropriation of Vox Tandem’s intellectual property; or (e) liability that cannot be limited under applicable law.

18.4 Essential Purpose. The limitations in this Section 18 apply notwithstanding the failure of any limited remedy of its essential purpose and reflect the parties’ allocation of risk.

19. Indemnification

Customer shall defend, indemnify, and hold harmless Vox Tandem, its officers, directors, employees, and affiliates from any third-party claims, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the Services; (b) Customer’s breach of this Agreement or the AUP; (c) Customer’s content or communications transmitted via the Services; (d) Customer’s violation of applicable law, including the TCPA or CAN-SPAM Act; (e) inaccurate Registered Location or E911 information provided by Customer; and (f) unauthorized use of Customer’s account, credentials, or equipment.

Attorney Fee Recovery. If Vox Tandem initiates any action, arbitration, or proceeding to enforce this Agreement (including collection of unpaid amounts, enforcement of the ETF, or response to Customer’s breach) and prevails, Vox Tandem is entitled to recover its reasonable attorneys’ fees, court or arbitration costs, and other enforcement costs from Customer, in addition to any damages or other relief awarded.

20. Dispute Resolution; Arbitration; Class Waiver

20.1 Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute through good-faith discussions for at least thirty (30) days after written notice of the dispute is delivered to the other party.

20.2 Binding Arbitration. Any dispute not resolved informally, and not subject to the exceptions in Section 20.5, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules. The arbitration shall take place in Lehigh County, Pennsylvania. A single arbitrator shall be selected by mutual agreement or, failing agreement, under AAA rules. The arbitrator’s decision is final and binding, and may be entered as a judgment in any court of competent jurisdiction. Pennsylvania law (without regard to its conflict-of-laws rules) governs both the arbitration and the merits of any claim.

20.3 Class Action Waiver. THE PARTIES AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS OR COLLECTIVE PROCEEDING. If this waiver is found unenforceable, the entire arbitration provision shall be void, and disputes shall proceed in court under Section 20.6.

20.4 Waiver of Jury Trial. The parties waive the right to a jury trial for any claim, whether arbitrated or litigated.

20.5 Exceptions. Notwithstanding the foregoing, either party may bring an action in court for: (a) injunctive or equitable relief to protect intellectual property or confidential information; (b) collection of unpaid amounts owed under this Agreement; or (c) any claim within the jurisdictional limits of a small claims court, which may be brought in the small claims court serving Lehigh County, Pennsylvania, or the small claims court serving the county of Customer’s principal place of business.

20.6 Court Venue (for non-arbitrable claims). For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lehigh County, Pennsylvania.

20.7 Limitation Period. ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE; OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED. This limitation does not apply where prohibited by applicable law.

21. Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, utility or internet backbone failures, carrier failures, cyberattacks, or supply shortages (each a “Force Majeure Event”). The affected party shall use commercially reasonable efforts to mitigate. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without further liability, except for obligations accrued before the event. Customer’s obligation to pay for Services rendered, and any applicable ETF accrued prior to the Force Majeure Event, are not excused. Pro-rata MRC abatement may apply per Section 13.3.

22. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. General Provisions

23.1 Entire Agreement. The Service Agreement, Proposal Quote, these Terms, the AUP, and the Privacy Policy constitute the entire agreement between the parties regarding the Services. In the event of conflict: the Service Agreement prevails over these Terms; these Terms prevail over the Proposal Quote on non-commercial matters.

23.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

23.3 Waiver. Failure to enforce any provision does not constitute a waiver of the right to later enforcement.

23.4 Survival. Provisions that by their nature should survive termination (including indemnification, limitation of liability, confidentiality, dispute resolution, and accrued payment obligations) shall survive.

23.5 Notices. Notices to Vox Tandem must be sent to: Vox Tandem, LLC, PO Box 399, Macungie, PA 18062, with a copy by email to billing@voxtandem.com. Notices to Customer may be sent by email to the Company Contact on file or to Customer’s billing address.

23.6 Electronic Communications. Customer consents to receiving notices, invoices, and communications electronically. Customer further consents to being contacted by Vox Tandem (including via automated dialing or prerecorded voice) at any telephone number provided by Customer, regarding the Services or Customer’s account.

23.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

23.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.

Vox Tandem Privacy Policy

This Privacy Policy describes how Vox Tandem, LLC (“Vox Tandem,” “we,” “us,” or “our”) collects, uses, shares, and protects personal information when you use our website, customer portal, and services (together, the “Services”). This Privacy Policy applies to information collected from Vox Tandem customers, prospective customers, authorized users, and visitors to voxtandem.com.

If you are a Vox Tandem customer, this Privacy Policy applies in addition to the Vox Tandem Terms of Service, which govern the processing of communications content and call records. If you are a California resident or resident of another U.S. state with comprehensive privacy legislation, additional rights may apply as described in Section 9.

1. Information We Collect

1.1 Information You Provide

We collect information you provide when you:

• Request a quote or contact sales (name, business name, email, phone, employee count, business needs)
• Sign up for the Services (billing address, payment method, company information, authorized user details)
• Configure your account (user names, email addresses, phone extensions, Registered Locations for E911)
• Contact Customer Support (issue descriptions, correspondence, call recordings of support interactions where disclosed)
• Respond to surveys or marketing communications
• Apply for a job or submit business inquiries through our website

1.2 Information Collected Automatically

When you use the Services or visit our website, we automatically collect:

• Service Usage Data: call detail records (caller/callee numbers, timestamps, duration, disposition), SIP registration data, bandwidth usage, feature usage, login events, and system logs
• Technical Data: IP addresses, device identifiers, browser type, operating system, referring URL, pages visited, session duration
• Location Data: Registered Location addresses you configure for E911; general IP-based geolocation for security and fraud prevention

We do not use behavioral tracking cookies or third-party advertising cookies on voxtandem.com. The website may use essential cookies for session management and a limited set of analytics cookies to measure site performance. You can control cookies through your browser settings.

1.3 Information from Third Parties

We may receive information from third parties, including: credit and fraud prevention services (for account setup and risk assessment); our upstream carriers and peering partners (for call routing and porting); service partners (such as 3CX, for platform operation); and publicly available business directories (for sales and marketing purposes).

2. How We Use Information

We use the information we collect to:

• Provide, maintain, and improve the Services
• Process and route calls and messages
• Provision, configure, and support customer accounts
• Bill for Services and process payments
• Prevent and investigate fraud, abuse, and security incidents
• Comply with legal obligations, including lawful requests from government authorities and regulatory reporting
• Communicate with customers about Services, maintenance, updates, and important account notices
• Send marketing communications about Vox Tandem products and services, where permitted (you may unsubscribe at any time)
• Respond to inquiries and provide Customer Support
• Analyze usage trends and improve our offerings

3. How We Share Information

We share information in the following circumstances:

• Service Delivery: with upstream carriers, peering partners, and network providers as necessary to route calls, port numbers, and deliver Services
• Service Providers: with trusted third-party providers who perform services on our behalf (such as data center hosting, payment processing, billing, customer support tools, email delivery, and security monitoring), bound by contractual obligations to protect the information
• Platform Partners: with 3CX and other platform providers whose software is used to deliver the Services, limited to what is necessary for platform operation
• E911 Routing: with Public Safety Answering Points (PSAPs) and emergency response providers as required to deliver emergency services
• Legal Requests: in response to valid subpoenas, court orders, or other lawful requests, or where we believe disclosure is necessary to protect our rights, property, or safety, or the rights, property, or safety of others
• Regulatory Compliance: as required to comply with FCC, state, or other regulatory obligations, including reporting of Customer Proprietary Network Information (CPNI) as required by law
• Business Transfers: in connection with a merger, acquisition, or sale of all or part of our business, subject to customary confidentiality protections
• With Your Consent: in other circumstances with your express permission

We do not sell personal information. We do not share personal information with third parties for their own direct marketing purposes without your consent.

4. Customer Proprietary Network Information (CPNI)

Under Federal Communications Commission (FCC) rules, Vox Tandem is required to protect the confidentiality of Customer Proprietary Network Information (“CPNI”) — information about the quantity, technical configuration, type, destination, location, and amount of use of the Services. We use CPNI to provide and bill for the Services. We do not use CPNI for marketing purposes outside of marketing the Services you already purchase without obtaining your prior consent where required.

5. Data Security

We maintain reasonable administrative, technical, and physical safeguards designed to protect personal information from unauthorized access, use, or disclosure. These safeguards include network access controls, encryption of sensitive data in transit, logging, and personnel training. No system is perfectly secure, and we cannot guarantee the security of information transmitted over the internet.

In the event of a security breach affecting personal information, we will notify affected customers and, where required, regulatory authorities in accordance with applicable law. Notifications to customers are sent to the Company Contact on file, without undue delay and in any event within seventy-two (72) hours of confirmation of the breach.

6. Data Retention

We retain personal information for as long as necessary to provide the Services, comply with our legal obligations, resolve disputes, and enforce our agreements. Specific retention periods vary by data type:

• Call detail records: as required by applicable telecommunications regulations (typically 18 months to 7 years)
• Billing records: as required by applicable tax and accounting obligations (typically 7 years)
• Account information: for the duration of your account plus a reasonable period thereafter for legal and audit purposes
• Marketing preferences: until you unsubscribe or request deletion

7. Your Choices

Marketing Communications. You may opt out of marketing emails at any time by clicking the unsubscribe link in any marketing email or by contacting us at info@voxtandem.com. Opting out of marketing does not affect transactional or service-related communications.

Access and Correction. You may request access to or correction of personal information we maintain about you by contacting us. For customer accounts, most account information can be updated directly through the Customer portal by your Administrator.

Deletion. You may request deletion of personal information, subject to our retention obligations described in Section 6. Some information (such as billing records and regulatory records) cannot be deleted before the end of the applicable retention period.

Do Not Track. Our website does not currently respond to “Do Not Track” browser signals, as there is no industry-standard interpretation of these signals. We do not conduct behavioral tracking on the website.

8. Children’s Privacy

The Services are not directed to children under 16 and we do not knowingly collect personal information from children under 16. If we learn that we have collected personal information from a child under 16, we will delete it promptly. Parents or guardians who believe we may have collected information from a child under 16 should contact us at info@voxtandem.com.

9. State Privacy Rights

Residents of California, Virginia, Colorado, Connecticut, Utah, and other states with comprehensive privacy laws may have additional rights, which may include:

• The right to know what personal information we collect and how we use it
• The right to access a copy of your personal information
• The right to correct inaccurate personal information
• The right to request deletion of personal information, subject to exceptions
• The right to opt out of the sale or sharing of personal information (we do not sell or share personal information for cross-context behavioral advertising)
• The right to non-discrimination for exercising your privacy rights

To exercise any of these rights, contact us at info@voxtandem.com. We will verify your identity before processing requests. Authorized agents may submit requests on your behalf with verifiable written authorization.

California Shine the Light. California residents may request information about our disclosures of personal information to third parties for those parties’ direct marketing purposes. We do not share personal information with third parties for their own direct marketing purposes.

10. Pennsylvania Residents

Vox Tandem complies with applicable Pennsylvania law regarding data security and breach notification, including the Pennsylvania Breach of Personal Information Notification Act (73 P.S. § 2301 et seq.).

11. International Users

The Services are intended for use by customers and users located in the United States. Personal information we collect is stored and processed in the United States. If you are accessing the Services from outside the United States, you consent to the transfer of your information to the United States for processing as described in this Privacy Policy.

12. Changes to This Privacy Policy

We may update this Privacy Policy from time to time. Material changes will be communicated by posting an updated version with a new effective date, and for customers, by email to the Company Contact at least thirty (30) days before the changes take effect for material adverse changes. Your continued use of the Services after the effective date of an updated Privacy Policy constitutes acceptance of the updated policy.

13. Contact Us

Questions about this Privacy Policy or requests regarding your personal information may be directed to:

Vox Tandem, LLC Attn: Privacy PO Box 399 Macungie, PA 18062 Email: info@voxtandem.com Phone: 844-869-8263