Freevoice LLC. Terms and Conditions

Unless otherwise specified by prior written agreement of the parties, any orders entered into by Freevoice LLC., LLC. (“Freevoice LLC.”), shall be (a) a purchase of the equipment, components or services, and (b) for any software not otherwise licensed under the GNU General Public License (GPL), as described in Section 7, a non-exclusive right to use the software provided or incorporated solely in connection with the product or service with which it was delivered.  All purchases (or licenses) are subject to the following terms and conditions:

1. Orders:   Orders are not binding until accepted by Freevoice LLC., in its sole discretion.  Except in the case of a breach, as provided in Section 8, once an order is accepted by Freevoice LLC., it may be changed or cancelled only with the written consent of the parties.

2. Payments:  All prices are F.O.B. Freevoice LLC.’s facility, Orange County, California, payable 100% of the aggregate price before shipment unless otherwise agreed in writing by an authorized Freevoice LLC. representative.  Prices are exclusive of any freight, taxes (sales, use, personal property tax, etc.), duties or imposts, all of which are the responsibility of Buyer.  Buyer agrees to pay all amounts due upon receipt of invoice as provided above; plus a service charge of 1-1/2% per month (or portion thereof), or such lesser maximum allowable by law, on all balances not paid within 10 days of the due date.  Customer waives the right to process charge backs on their credit card for Freevoice LLC. purchases. Notwithstanding any partial payment by Buyer, title to goods shipped shall remain with Freevoice LLC. until the entire price has been paid; and, if Buyer defaults in the payment of any charges hereunder when due, Freevoice LLC. may remove and repossess any and all such goods delivered, in addition to any other legal remedies it may have.

3. Delivery:  All shipments shall be F.O.B. Freevoice LLC., Orange County, California, and Buyer shall bear the cost of delivery and handling.  Risk of loss shall transfer to Buyer upon delivery of goods to the carrier.  Freevoice LLC. will make every reasonable effort to complete shipment on or before the dates set forth in its written quotation or the face of this order, as applicable; however, Freevoice LLC. shall not be liable for delay in performance or inability to perform occasioned by acts beyond its reasonable control, including acts of God, fire, flood, strike, war, embargo, government regulation or materials shortage.  If performance is delayed by such an event, Freevoice LLC. shall notify Buyer, and time of performance shall be extended for the period of such contingency.

4. Acceptance Period; No Warranty; Return Policy:

1. Pre-Test:  Before any Freevoice LLC. products are boxed and shipped to customer sites, all products are provisioned, tested, and verified as “working” by Freevoice LLC..
2. Acceptance Period: During the 21-day period following transfer of title, or such other period specifically agreed in writing in advance by the parties (the “Acceptance Period”), Buyer shall inspect all products, including the performance of such products in their network environment, after which time all equipment, components and/or software, as applicable, are deemed accepted. All shipments shall be deemed accepted by Buyer, and Buyer waives the right of rejection, unless Freevoice LLC. receives a written notice of rejection during the Acceptance Period,
3. Installation Support: During the Acceptance Period, Freevoice LLC. willprovide remote installation and configuration support to Buyer.  This support is limited to telephone and email support necessary to remotely get the system performing to specification at the customer’s location, including the identification, but not resolution, of changes required in the customer’s network or communications services.
4. Buyer Participation: Freevoice LLC. will require participation from the Buyer to resolve any installation, configuration or performance issues during the Acceptance Period. To enable Freevoice LLC. to correct persistent ‘bugs’ effectively, the customer must sufficiently communicate or be able to replicate the “bug” for Freevoice LLC..  No remedy or right of return will be granted to Buyer without such participation.
5. Return Policy:  If, during the Acceptance Period, Buyer has identified and communicated to Freevoice LLC. an irresolvable performance issue with the products purchased from Freevoice LLC., and has worked in good faith with Freevoice LLC. to resolve such issues, Buyer may notify Freevoice LLC. in writing of an intent to return the products.  Notification must be received by Freevoice LLC. during the Acceptance Period, and must be approved by an appropriate Freevoice LLC. representative in writing.
6. Return Procedure: If all of the conditions in Section 4e (“Return Policy”) have been met,  Buyer will be issued an Return Material Authorization Number (RMA Number).   No return of goods will be accepted by Freevoice LLC. without an RMA Number obtained from Freevoice LLC..  All returned goods must be shipped prepaid, clearly marked with an RMA number, and be accompanied by a complete description of the nature of the defect. To receive a refund, all items must be in “like new” condition and customer must ship back all materials including: boxes, wires, manuals, shipping materials, etc.  Items that are not returned in “like new” condition will not be refunded, and will be returned to the customer at the customer’s expense.
7. All returns will be subject to a 15% “reconfiguration/restocking” fee: No Warranty: Unless provided through a seperately purchased maintenance support or warranty agreement. No warranty is provided by Freevoice LLC. after the acceptance period. All other obligations of Freevoice LLC. to maintain, service or provide warranty repair to the equipment, components or software shall terminate at the end of the acceptance period.

5. Manufacturer’s Warranties

1. Pass-Through Warranties: Freevoice LLC. shall extend to Buyer, on a ‘pass through’ basis, any warranty provided by the manufacturer of the purchased equipment and components to the extent permissible.   Freevoice LLC. may assist Buyer with such pass-through warranty service at Freevoice LLC.’s discretion.  Freevoice LLC. may require a security deposit, pre-payment or prior return of any products or components covered under such a pass-through warranty.  Freevoice LLC. reserves the right to reject any returned products or components which it determines not to be covered under a pass-through warranty, beyond the warranty period, not purchased from Freevoice LLC. or with damage resulting from mis-use or other actions not covered under the manufacturer’s warranty.  Such products or components will be returned to the Buyer at the Buyer’s expense.
2. Separately Purchased Limited Warranty: Certain equipment provided by Freevoice LLC. is not covered by a manufacturer’s warranty.   For this equipment, a separately purchased Warranty may be available.  For equipment covered under a separately purchased “Next-Business-Day Replacement” warranty, as specified in the original invoice (“Covered Equipment”), the following terms and conditions apply:

1. Freevoice LLC. warrants to the original purchaser or, for products purchased from a Reseller, to the original end-user that the Covered Equipment will be free from defects in materials and workmanship from the date of shipment for 1 year from the date of shipment or invoice or, if longer, the period stated on your invoice.
2. During the warranty period, Freevoice LLC. will, at its option: (1) provide replacement parts and instructions necessary to repair the product or (2) replace the product with a comparable product.  To receive any benefits under this warranty, Buyer must assist Freevoice LLC. in diagnosing issues with the Covered Equipment and follow Freevoice LLC.’s warranty processes.
3. If Freevoice LLC. determines that a replacement part or product is needed, Freevoice LLC. will ship the part and installation instructions to the Buyer within one business day of such determination.  If Buyer is located in the United States or Canada, Freevoice LLC. will pay the costs of shipping these parts or products to you via overnight air.
4. Customers outside the United States and Canada are responsible for paying all freight charges incurred in shipping, importing/exporting and receiving replacement products and parts and for arranging and paying for the shipment of any defective part(s) back to the Freevoice LLC.. All international customers are responsible for all customs duties, VAT and other associated taxes and charges.
5. Purchasing additional products from Freevoice LLC. does not extend your warranty period.
6. If Freevoice LLC. asks Buyer to return defective parts or products, Buyer must do so within 7 days after receipt of the replacement parts or products. Freevoice LLC. will charge Buyer for replacement parts or products if Buyer fails to do so.
7. THIS LIMITED WARRANTY COVERS NORMAL USE.  FREEVOICE LLC. DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE, ABUSE, ACCIDENTS, VIRUSES, UNAUTHORIZED SERVICE OR PARTS, OR THE COMBINATION OF COVERED PRODUCTS WITH OTHER PRODUCTS.  ANY WARRANTY APPLICABLE TO THIRD-PARTY PRODUCTS IS PROVIDED BY THE ORIGINAL MANUFACTURER.

Limitation of Obligations:  THE FOREGOING WARRANTY IS IN LIEU OF, AND BUYER WAIVES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, AND SETS FORTH THE EXCLUSIVE AND ENTIRE LIABILITY OF FREEVOICE LLC. WITH RESPECT TO ANY DEFECTIVE PRODUCT OR COMPONENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL FREEVOICE LLC. BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.  The maximum liability of Freevoice LLC. for any and all claims of any kind, including negligence, for loss or damages arising out of this Agreement, shall in no case exceed the price allocable to the item of equipment, component or software which gives rise to the claim.

6. Support:  Following successful installation, Freevoice LLC. support is only available to customers who purchase such support under separate annual software maintenance and support agreements.

Some software distributed by Freevoice LLC. is licensed under the GNU General Public License (GPL) (“Open Source Software”).  The terms of this license can be found at http://www.gnu.org/licenses/gpl.html.

8. Intellectual Property:For the purpose of this Section (8), the term “Freevoice LLC. Intellectual Property” shall mean all intellectual property (including software or programming) delivered hereunder, except for any Open Source software as described in section (7).  Any software distributed by Freevoice LLC. which is licensed under the GNU General Public License (GPL) is specifically excluded from this definition.All Freevoice LLC. Intellectual Property is solely for use by Buyer or its customers as shipped, and may not be used as a replication master or otherwise copied without the expressed consent of Freevoice LLC..  Use of software delivered as a separate item shall be subject to a separate license agreement that Buyer shall be required to accept prior to delivery.  Buyer acknowledges that all Freevoice LLC. Intellectual Property furnished by Freevoice LLC. hereunder and the contents thereof are the proprietary property of Freevoice LLC., and Buyer has no right or interest therein except the nonexclusive right to use it in the product in which it was delivered or as otherwise provided in a written license agreement.  Buyer agrees not to directly or indirectly reproduce, decompile or provide or otherwise make available to any third party any Freevoice LLC. Intellectual Property.  Buyer shall be liable for all damages, including loss of anticipatory profits, incurred by Freevoice LLC. as a result of such unauthorized use, copy or replication. The rights granted hereunder or use of Freevoice LLC. products does not convey any rights or ownership in Freevoice LLC. patents, copyrights, trademarks, intellectual property or know-how.

9. Remedies for Breach:

1. By Freevoice LLC.:  If Freevoice LLC. shall be in material breach of this Agreement, Buyer may cancel the undelivered portion of purchase orders upon 30 days written notice unless Freevoice LLC. cures such breach with such notice period.  Any money paid in advance by Buyer to Freevoice LLC. for goods not shipped will be promptly reimbursed.  The foregoing shall be the exclusive remedy of Buyer for any Freevoice LLC. breach of this Agreement.
2. By Buyer:  If Buyer shall be in material breach of this Agreement and fails to cure said breach within 30 days of written notice thereof from Freevoice LLC., Freevoice LLC. shall thereupon have the right without further notice to (1) bill and declare due and payable the aggregate purchase price for all undelivered products under this Agreement, (2) defer shipment hereunder until such default, breach or repudiation is removed, and/or (3) cancel the undelivered portion of this Agreement in whole or in part, with Buyer remaining liable for damages.  Further, if Buyer fails to pay any amount hereunder as it becomes due or wrongfully rejects goods hereunder, in addition to any other remedies it may have in law or equity or hereunder, Freevoice LLC. shall have the right to recover, in addition to the purchase price of such goods, all costs incurred by Freevoice LLC. to collect the same.
3. Delayed Enforcement: No delay or omission to excercise any right, power, or remedy upon a breach or default under this agreement shall impair any such right, power, or remedy of the non-defaulting party or be construed as a waiver of any such breach or default.

10. Notices:  Any notice required or permitted to be sent under this Agreement shall be delivered by first class mail, return receipt requested, or via an international courier service (e.g. FedEx, DHL, UPS, etc.) to the addresses of the parties set forth in this order.  Notice so sent will be deemed effective three days following deposit in the mail, proper postage prepaid or one day following delivery to an international courier, prepaid for overnight delivery.

11. Entire Agreement:  This Agreement contains the entire agreement between Buyer and Freevoice LLC. and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. No printed terms in any document of Buyer shall apply to the goods or services delivered under this Agreement nor shall they be binding on Freevoice LLC..  In the event that any provisions in this Agreement, for any reason, shall be held void or unenforceable, the remaining provisions shall remain in full force and effect and shall control.

12. Governing Law:  This Agreement and all orders hereunder shall be governed by and construed under the laws of the State of California, USA and shall be subject to the exclusive jurisdiction of the courts in Orange County County, California, USA.  In any action brought to enforce this agreement, the prevailing party shall be entitled to also recover the cost of enforcement, including attorney fees related.

Customer Signature ___________________________________   Date_____________