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Terms and conditions


1. THE AGREEMENT

These Terms and Conditions constitute the agreement (the “Agreement”) between Telx (“Telx”, us or we) and the user (“you”, “your”, “user” or “Customer”) of Telx’s residential and small business communications services and any related products or services (“Service”). For purposes of the Agreement, “you” means the customer, defined as either (i) the person identified in Telx’s account records as responsible for payment of all charges; or (ii) any other person with actual or apparent authority to represent that person or to use the service(s).

BY ENROLLING IN, USING, OR PAYING FOR THE Telx SERVICES, YOU AGREE TO THE PRICES, CHARGES, TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE PRICES, CHARGES, TERMS AND CONDITIONS, DO NOT USE THE SERVICES, AND CANCEL THE SERVICES IMMEDIATELY BY CALLING Telx AT THE NUMBER ON THE FIRST PAGE OF YOUR INVOICE OR OUR WEBSITE FOR FURTHER DIRECTIONS.

The Agreement governs the Service and any devices, such as the Analog Telephone Adapter or any other IP connection device (“Device” or “Equipment”), used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understand, and you agree to, the terms and conditions of the Agreement, and you represent that you are of legal age to enter the Agreement and become bound by its terms.

Telx may change the Terms and Conditions of the Agreement from time to time. Notices will be considered given and effective on the date posted at mybill.compass-inc.net. The Agreement posted supercedes all previously agreed to electronic and written Terms and Conditions.

For your most current rates and charges, the most current version of the Agreement, or if you have questions about your services, please visit our website at mybill.compass-inc.net (see Rates and Terms & Conditions link) or call us at the number listed on the first page of your invoice.

Online Acceptance

Since signing up for Telx services is an online transaction, it is understood between Telx and the Customer that online acceptance of this Agreement will carry the same legal authorization as if the Customer is providing a handwritten signature of acceptance.

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

2. EMERGENCY CALLING SERVICE

A. Non-Availability of Traditional 911 or E911 Dialing Service:

You acknowledge and understand that the Service does NOT support traditional 911 or E911 access to emergency services. Telx offers a limited Emergency Calling Service available only on Telx Devices as described below, but you acknowledge and understand that such Emergency Calling Service dialing is different in a number of important ways from traditional 911 services, as described herein. Telx Emergency Calling Service dialing is available only on Telx-certified Devices or Equipment. The 911 Dialing feature cannot be used in conjunction with a Telx Soft Phone or Virtual Numbers (DIDs). You agree to inform any household residents, guests and other third persons who may be present at the physical location where you use the Service as to the non-availability of traditional 911 or E911 dialing from your Telx Service and Device(s). 911 Dialing setup is initiated when you subscribe to Telx service using the address you provide, but our 911 Dialing feature is not automatic. If you wish to update your 911 location information you must separately take affirmative steps, as described in this Agreement and on our website, to register the address where you will use the Services in order to activate the 911 Dialing feature. You must do this for each Telx phone number that you obtain. If you activate Telx Emergency Calling Service dialing, you agree to inform any household residents, guests and other third persons who may be present at the physical location where you use the Service as to the important differences and limitations of Telx Emergency Calling Service dialing as compared with traditional 911 or E911 dialing, as set forth in this Agreement.

B. Description of Emergency Calling Service-Type Dialing Capabilities – Activation Required

Telx does offer an Emergency Calling Service that is different in a number of important ways from traditional 911 services. When you dial 911, your call is routed from the Telx network to the Public Safety Answering Point (PSAP) or local emergency service personnel using the address that you provided to Telx. You acknowledge and understand that when you dial 911 from your Telx Equipment you will be routed to the general or administrative telephone number for the PSAP or local emergency service provider, and will not necessarily be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. Additionally, some PSAPs may from time to time refuse to accept calls from VoIP providers such as Telx. As described herein, this Emergency Calling Service dialing currently is NOT the same as traditional 911 or E911 dialing, and at this time, does not necessarily include all of the capabilities of traditional 911 dialing.

C. Service Outage:

1. Power Outage

You acknowledge and understand that Emergency Calling Service dialing does not function without power. Should there be an interruption in the power supply, the Service and Emergency Calling Service dialing will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment before using the Service or Emergency Calling Service dialing.

2. Broadband Service Outage

You acknowledge and understand that service outages by your broadband provider will prevent, and that network congestion may slow, ALL Service including Emergency Calling Service dialing.

3. Service Outage Due to Suspension of Your Account

You acknowledge and understand that service outages due to suspension of your account as a result of billing issues will prevent ALL Service, including Emergency Calling Service dialing.

4. Other Service Outages

You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including Emergency Calling Service dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.

5. Limitation of Liability and Indemnification

You acknowledge and understand that Telx’s liability is limited for any Service outage and/or inability to dial Emergency Calling Service from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless Telx, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer’s Service relating to the absence, failure or outage of the Service, including Emergency Calling Service dialing and/or inability of Customer or any third person or party or user of Customer’s Service to be able to dial 911 or to access emergency service personnel.

D. Failure to Designate the Correct Physical Address for Emergency Calling Service Dialing:

The address which the Customer provided to Telx is the address that is applied to your Service for Emergency Calling Service dialing. Should you need to change this address, you must change this on the “My Account” section at the Telx website or contact Telx Customer Service immediately to correct this address. It may take up to three business days to effectuate a change of address or update of an address. Failure to provide the current and correct physical address and location of your Telx equipment will result in any Emergency Calling Service communication you may make being routed to the wrong local emergency service provider.

E. Changing Your Primary Phone Number

You acknowledge and understand that if you change your primary Telx phone number you will not be able to change your Emergency Calling Service address for seventy-two (72) hours. During that time, any Emergency Calling Service calls that you may make will be routed using the address that was in Telx’s records before you changed your phone number.

F. Change of Physical Location of Telx Equipment:

You acknowledge and understand that Emergency Calling Service dialing does not function properly or may not function at all if you take your equipment with you away from the address or physical location that you have designated.

G. Requires Re-Activation if You Move:

You acknowledge and understand that Emergency Calling Service dialing will not function properly or at all if you move or change the physical location of your Telx equipment to a different street address, unless and until you have successfully changed your Emergency Calling Service address on the “My Account” section at the Telx website or contacted Telx Customer Service to correct your Emergency Calling Service address. Failure to provide the current and correct physical address and location of your Telx equipment will result in any Emergency Calling Service dialing you may make being routed to the incorrect local emergency service provider.

H. Possibility of Network Congestion and/or Reduced Speed for Routing Emergency Calling Service:

You acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of an Emergency Calling Service communication made using your Telx Equipment as compared to traditional 911 dialing over traditional public telephone networks. You acknowledge and understand that Emergency Calling Service dialing from your Telx equipment will be routed to the general or administrative telephone number for the local emergency service provider, and will not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls at such local provider’s facilities when such calls are routed using traditional 911 dialing. You acknowledge and understand that there may be a greater possibility that the general or administrative telephone number for the local emergency service provider will produce a busy signal or will take longer to answer, or not answered at all, as compared to those 911 calls routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing.

I. Automated Number Identification:

It is not possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to identify your phone number when you dial 911 to access Emergency Calling Service dialing. Telx’s system is configured in most instances to send the automated number identification information; however, the phone system routes the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and they are not yet always technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may not be able to identify your phone number to return your call if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

J. Automated Location Identification:

It is not possible to transmit identification of the address that you have listed to the Public Safety Answering Point (PSAP) and local emergency personnel for your area when you use Emergency Calling Service dialing. You acknowledge and understand that you will need to state the nature of your emergency promptly and clearly, including your location, as PSAP personnel will NOT have this information. You acknowledge and understand that PSAP and emergency personnel will not be able to find your location if the call is unable to be completed, is dropped or disconnected, if you are unable to speak to tell them your location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

K. Disclaimer of Liability and Indemnification.

We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local emergency response centre. We disclaim all responsibility for the conduct of local emergency response centres and the national emergency calling centre. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centres and to a national emergency calling centre. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither Telx nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless Telx, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, legal fees and expenses) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.

L. Alternative Emergency Calling Service Arrangements

You acknowledge that Telx does not offer primary line or lifeline services.

If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or terminating the Service.

You should always have an alternative means of accessing traditional E911 services.

3. SERVICE

A. Term

Service is offered on a monthly basis for a term that begins on the date that Telx activates your account (the “Activation Date”) and ends on the day before the same date in the following month. The Activation Date will begin three days after you sign-up for the Service. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give Telx written notice of non-renewal at least ten [10] days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, meaning that if you terminate Service before the end of a monthly term, you will be responsible for the full month’s charges to the end of the then-current term, including without limitation unbilled charges, plus any applicable disconnect fee, all of which immediately become due and payable. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.

B. Disconnect Fee

If Customer cancels the Service for any reason or for convenience within twelve (12) months of the Activation Date, Customer will be charged a disconnect fee according to the Customer plan per voice line upon cancellation of Service by Customer. The disconnect fee becomes due and payable immediately upon cancellation and will be billed directly to Customer’s credit card. If Customer has multiple lines, Customer will be charged a disconnect fee for each line cancelled. Customer will not be charged a disconnect fee for changing telephone numbers, while keeping the same number of lines.

C. Residential Use of Service and Device

If you have subscribed to Telx’s residential services, the Service and Device are provided to you as a residential user, for your personal, residential, non-business and non-professional use. This means that you are not using them for any commercial or governmental activities, profit-making or non-profit, including but not limited to home office, business, sales, tele-commuting, tele-marketing, autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal residential usage patterns. This also means that you are not to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express written permission from Telx in advance. You agree that your use of the Service and/or Device, or the use of the Service and/or Device provided to you by any other person for any commercial or governmental purpose will obligate you to pay Telx’s higher rates for commercial service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. Telx reserves the right to immediately terminate or modify the Service, if Telx determines, in its sole discretion, that Customer’s Service is being used for non-residential or commercial use.

D. Business Use of Service and Device

If you have subscribed to Telx’s Business Plan, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the service or device to any other person for any purpose. You agree that the Telx Business Plan does not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting. Telx reserves the right to immediately terminate, modify or upgrade the Service, if Telx determines, in its sole discretion, that Customer’s Service is being used for any of these. If you have a residential plan and using the Services for business purposes Telx reserves the right to cancel.

E. Notice of Rate Changes

Telx may change the prices and charges for the Services from time to time. We may decrease prices without providing advance notice. Changes to any other rates, charges, or terms or conditions in the Agreement will be published at mybill.compass-inc.net and will be incorporated by reference into this Agreement.

F. Rounding Policy

For billing purposes, the length of each metered call is rounded as described in each Calling Plan. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent.

G. Calls to International Mobile Telephones; International Special Services Calls

Telx’s advertised rates for international calls are generally the rates charged for calls to landline telephones. Some calls to international mobile telephones, or to international telephone numbers considered to be special services calls, are charged a different (usually higher) rate than calls to landline telephones. The rates you will be charged are set forth in the calling plan rate tables and are typically designated by a “MOB”, “cellular”, “mobile” or “M” notation.

H. Timing of Calls

Generally, timing of metered calls begins when the called party or an automated answering device (such as an answering machine or a facsimile machine) answers the call, and ends when one of the parties disconnects from the call. However, some foreign carriers (with whom Telx must interconnect in order to terminate calls to foreign countries) designate a call as “answered” when the called party’s line rings or after a certain number of rings, and will charge Telx for a completed call. In these situations, Telx will charge for the call as if it were answered by the called party.

I. Use of Service and Device by Customers Outside the United States:

While we encourage use of the Service within the United States to other countries, Telx does not presently offer or support the Service to customers located in other countries. If you remove the Device to a country other than the United States and use the Service from there, you do so at your own risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all use of the Service and/or Device by any person making use of the Service or Device provided to you.

J. Loss of Service Due to Power Failure

The Service does not function without power. Should there be an interruption in the power supply, the Service will not function until power is restored. A power failure or disruption may require you to reset or reconfigure equipment before using the Service. Power disruptions or failures will also prevent dialing to emergency service numbers including the Emergency Calling Service calling feature.

K. Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service and Device and any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on Telx’s website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “marks”) of Telx are and shall remain the exclusive property of Telx and nothing in this Agreement shall grant you the right to license or to use such marks. You acknowledge that you are not given any license to use the firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and that the Device is exclusively for use in connection with the Service. If you decide to use the Service through an interface device not provided by Telx, which Telx reserves the right to prohibit in particular cases or generally, you promise that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Telx against any and all liability arising out of your use of such interface device with the Service.

L. Tampering with the Device

You agree not to change the electronic serial number or equipment identifier of the Device, or to perform a factory reset of the Device, without express permission from Telx. Telx reserves the right to terminate your Service should you tamper with the Device, leaving you responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus any applicable disconnect fee, all of which immediately become due and payable.

M. Theft of Service

You agree to notify Telx immediately, in writing, by electronic mail or by calling the Telx customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen or used fraudulently. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. You will be liable for all use of the Service using a Device stolen from you and any and all stolen Service or fraudulent use of the Service. Notwithstanding anything herein to the contrary, credits will not be issued for charges resulting from fraud that arises out of third parties hacking into your equipment or the internet. This includes, but is not limited to, modem hijacking, wireless hijacking or other fraud arising out of a failure of your internal/corporate procedures. Telx will not issue credit for invoiced charges for fraudulent use resulting from your negligent or willful acts or those of an authorized user of your service.

N. Number Transfer on Service Termination

Telx may, solely at Telx’s discretion, release the telephone number that was ported to Telx by you and used in connection with your Service provisioned by Telx to your new service provider, if such new service provider is able to accept such number, upon your termination of the Service, and provided (i) your account has been terminated; (ii) your Telx account is completely current including payment for all charges and applicable disconnect fees; and (iii) you request the transfer upon terminating your account. Customer will not be able to port away the telephone number if Customer cancels within thirty days of the Activation Date.

O. Service Distinctions

You acknowledge and understand that the Service is not a telephone service. Important distinctions exist between telephone service and the enhanced Service offering provided by Telx. The Service is subject to different regulatory treatment than phone service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

P. Collect Call and Operator Services

Telx does not offer collect call or operator services via this Service.

Q. International DIDs or phone numbers

Customers that have international (non-United States) direct inward dial phone numbers (“DIDs”) are provided with these numbers based on current United States and overseas regulations. These regulations are subject to change without notice and Telx may be required to discontinue this service, without notice. Telx reserves the right to discontinue International DID services for any reason at any time and is only obligated to refund the pro-rated monthly fee.

R. International Services

1. Foreign Carrier Restrictions. Foreign carriers or regulatory agencies may impose, upon the portion of the end-to-end international service or facilities they provide, certain limitations or restrictions that may limit your ability use the Telx services. You must conform to any limitations or restrictions imposed by the foreign carriers or agencies.

2. Foreign Carrier Acts or Omissions.

a. When other U.S. or foreign carriers and foreign telecommunications administrations use facilities to establish connections to points not reached by Telx’s network, Telx is not liable for acts or omissions of other carriers or foreign telecommunications administrations.

b. International calls are priced on the basis of the country and city codes dialed by you. When the facilities of other U.S. or foreign carriers are used in establishing connections to points not reached by Telx’s network, Telx is not liable for refunds or damages if those calls do not terminate in the country, city or area codes associated with the called number.

S. Surcharges

In addition to surcharges that may be found in the applicable Calling Plan, Telx may adjust its rates and charges or impose additional rates and charges to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from others or pay to others in support of statutory or regulatory funds or programs (“Governmental Charges”).

T. Taxes

1. All taxes, tax-like charges, and tax-related surcharges are referred to collectively as “Tax(es).” Telx may elect to impose and collect such Taxes, unless otherwise constrained by court order or direction.

2. You agree to pay all Taxes imposed. If Telx has collected Taxes and a challenged Tax is found to have been invalid and unenforceable, Telx, in its sole discretion, will either reduce service rates for a fixed period of time in the future in order to flow-through to customers an amount equivalent to the amounts collected, or it will credit or refund such amounts to affected customers (less its reasonable administrative costs), if the amounts collected were retained by Telx or if they were delivered to the jurisdiction and returned to Telx, or it will negotiate an arrangement with the jurisdiction to provide a future benefit for customers in that jurisdiction.

3. If you provide Telx with a duly authorized tax exemption certificate, Telx will exempt you in accordance with law, effective on the date Telx receives the certificate.

4. RESTRICTIONS ON THE USE OF SERVICE

A. Telx offers its services subject to availability of facilities, limitations of service offerings, and the provisions of this Agreement.

B. Services provided by Telx under the Agreement will not be used: (1) for any unlawful purpose; (2) for making telephone calls that use automatic dialing devices and terminate into electronic information services, pay-per-call services, or other domestic or international audiotext services; (3) for international call-back offerings using uncompleted call signaling to any country, when that country has prohibited such an offering by statute or regulatory decision; or (4) for business usage under a residential Service plan.

C. Telx may (1) deny, for any lawful reason, your request for service, or (2) limit or allocate the facilities available to or used by any Service, if necessary, to manage its network in an efficient manner; meet reasonable service expectations; furnish service to existing and future customers based on forecasted customer requirements; or for any other lawful reason.

D. Telx may, without notice (consistent with governing laws or regulations), block traffic to or from specific countries, country codes, cities, city codes, local telephone exchanges (“NXX exchanges”), individual telephone stations, groups or ranges of individual telephone stations, or calls using certain customer authorization codes, whenever Telx deems it necessary to take such action to prevent (1) the unlawful use of service; (2) nonpayment for service; (3) the use of service in violation of this Agreement; or (4) network blockage or the degradation of service furnished to you or other customers.

5. OPENING AN ACCOUNT.

A. In order to become a Telx customer, the Customer must complete in full an application form located on the Website (mybill.compass-inc.net). As part of the application, the Customer will be required to provide Telx with a unique Username. Telx will then send the Customer an electronic notification (in the form of an e-mail message), containing a Password and confirmation that the Customer has activated their Telx account.

1. Credit References. Telx may refuse to provide services to a Customer if the Customer’s credit is not deemed satisfactory which determination shall be made at Telx’s sole discretion. NOTICE: CUSTOMER EXPRESSLY AUTHORIZES Telx AND/OR THIRD-PARTIES DESIGNATED BY Telx TO PERFORM A CREDIT CHECK AND / OR FRAUD SCORE BASED UPON THE INFORMATION PROVIDED IN THE APPLICATION FORM WHEN OPENING AN ACCOUNT AND THE ELECTRONIC SIGNATURE BELOW SHALL SERVE AS WRITTEN CONFIRMATION OF THIS AUTHORIZATION. ALL INFORMATION PROVIDED BY THE CUSTOMER SHALL REMAIN CONFIDENTIAL AND SHALL NOT BE DISSEMINATED TO ANY THIRD PARTIES EXCEPT TO THOSE THIRD-PARTY’S EXPRESSLY AUTHORIZED HEREIN.

2. Usernames/Passwords. THE CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THEIR USERNAME AND PASSWORD. THE CUSTOMER EXPRESSLY AGREES TO BE LIABLE FOR ALL SERVICES CHARGED TO THEIR ACCOUNT WHETHER OR NOT CUSTOMER HAS AUTHORIZED SUCH USE. AS SUCH, Telx CANNOT BE HELD RESPONSIBLE FOR FRAUDULENT CHARGES THAT RESULT FROM THEFT OR FRAUDULENT USE OF THE CUSTOMERS ACCOUNT OR CREDIT CARD INFORMATION. If a Customer suspects that their Account, Username and/or Password is being used in an unauthorized manner, the Customer shall be required to contact Telx within twenty-four (24) hours of a Customer’s suspicion or awareness that unauthorized use has occurred on their Account so that the appropriate modifications can be made to prevent any further unauthorized usage on that Account. ALL ACCOUNT INFORMATION WILL BE SENT TO THE E-MAIL ADDRESS PROVIDED BY THE CUSTOMER AT SIGN UP. Therefore, it is the Customer’s responsibility to provide Telx with a secure e-mail address as Telx will not be responsible and shall be held harmless for any access to Customers Account by any unauthorized persons.

6. PAYMENT.

SERVICES PROVIDED ON A PRE-PAID BASIS ONLY. As a Customer uses Telx’s services, their Account will be debited accordingly. No services will be provided if the Customer’s Account does not have a sufficient balance to cover the cost of the service requested. Notwithstanding the foregoing, a Customer with an insufficient balance to cover requested Pre-paid Services will still be able to utilize the free call between Telx subscribers.

A. Recharging Account.

In the event a Customer wants to use Telx’s services in an amount, which exceeds the remaining balance in their Account, they may access the Website and recharge (or supplement) their Account by purchasing additional services. Customer also has the option of setting their account in auto-re-charge position with a predefined amount of automatic re-charge using the credit card information maintained on file with Telx. The Customer will receive an electronic confirmation/receipt from Telx of any such re-charge.

B. Rates.

Telx’s rates are listed on its Website. You are responsible for checking all applicable rates/promotions before making any call using Telx’s services. Please note that the rates for calls to certain numbers (e.g., mobile/special service numbers) may be higher than rates for calls to other numbers within the same country. Telx reserves the right, at its sole discretion, to modify these rates at any time and/or to offer or discontinue special promotions. Rates are based on country code and city code, not country name. While Telx endeavors to maintain rates that are competitive in the market, Telx does not guarantee that its rates will change in any predictable fashion. In addition, should market conditions or factors outside of Telx control raise its costs or wholesale rates to some or all service destinations, Telx reserve the right to adjust its rates accordingly.

C. Rate Changes.

Telx RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY ITS RATES, MONTHLY FEES, SURCHARGES, AS WELL AS ANY OTHER FEES COLLECTED BY OR PAID TO Telx UNDER THE TERMS OF THIS AGREEMENT. If a Customer chooses to terminate their Account as a result of changes in Telx’s prices, the Customer must CANCEL their account no later than the twenty-seven (27) day of the month. You must then e-mail customer support or open a trouble ticket to request a refund of any funds within your balance. If Telx does not receive notification by the Customer by the twenty-seven (27) day of the month the Customer’s account will be charged for the next monthly billing cycle. Any unused balance in a Customers Account will be credited back to the credit card on file with Telx in accordance with Telx’s Money Back Guarantee Policy.

D. Monthly User Fee.

If a Customer subscribed for a rate plan or service with a monthly fee, this fee will be charged regardless of whether a Customer uses their Account to make any telephone calls, or uses the service in a given month.

E. Email Notification.

The Customer is responsible for both maintaining a current and operational e-mail address and for reading all e-mail notices from Telx. It is expressly understood by you that e-mail notification will be the only manner by which Telx will communicate with you regarding updates to its services and information pertaining to your Account. You may also view information regarding your Account by logging into your Telx Account on the Telx website.

F. Consent to e-Mail Communications.

By entering into this Agreement, you consent to both the receipt of electronic mail (“e-mail”) from Telx and that e-mail communication shall be the sole manner by which Telx shall contact Customer. In addition to sending a Customer e-mail notifications as provided for above, Telx may also send a Customer e-mails about services and products the Company believes may be of interest to you. A Customer may opt-out of future e-mails about products or services by contacting Telx by opening a trouble or in writing. Telx reserves the right, however, to continue to e-mail Customer important information relating to their Account, this Agreement or other regulatory communications.

7. BILLING.

For activation your account(s) you have to make a prepayment through PayPal. Funds sent by PayPal become instantly available.

Telx will not send your invoice by mail or E-mail.

You can monitor your usage and check your payments processing on Telx’s WEB site if upon logging-in.

A. Telx will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears) to your credit or debit card, including but not limited to:

  1. activation fees;
  2. monthly Service fees;
  3. international usage charges;
  4. advanced feature charges;
  5. equipment purchases;
  6. termination fees; and;
  7. shipping and handling charges.

The amount of such fees and charges shall be published on Telx’s website and may change from time to time. Notification of monthly statements will be sent to you via your email address on file with Telx.

B. Billing Increments.

Charges for telephone calls are measured in whole minutes. Any usage charges will be billed in increments that are rounded up to the nearest minute except as otherwise set forth in the rate schedules found on our website. Timing on calls begins when the call is answered by the called party. Timing terminates on calls when the calling party hangs up or Telx’s network receives an “on -hook” signal from the terminating carrier. Telx will not, and is not obligated to, provide refunds for any calls made using its service.

C. Billing Information.

Telx does not send any statements to its customers. Instead, the Customer is responsible to view their statements using their secure USERNAME and PASSWORD to access their billing information, which shall be available on Telx’s website for the current month and prior three (3) months only. This information is available on the Website twenty-four (24) hours a day seven (7) days a week. (For example, if a Customer reviews their statement information in April, they will be able to see charges for April as well as the preceding months of March, February, and January. The customer is responsible for printing out their monthly statements, and Telx will not provide monthly statements beyond what is available online.

D. Billing Disputes.

A Customer must notify Telx by e-mail or by opening a trouble ticket on the Telx website of any disputed charges within thirty (30) days of the charge being posted to their Account. Telx will attempt to resolve all disputes within thirty (30) days of being notified of a dispute. To the extent Telx determines, at its sole discretion, that a billing adjustment is warranted, a Customers Account will be credited accordingly. If a Customer fails to notify Telx of a billing dispute as noted above, the Customer shall expressly waive all rights to bring any claim against Telx regarding a disputed charge. This Section does not waive Customers responsibility to notify Telx of unauthorized use of its Account, Password or Username within the period and by method set forth in Section Eleven B (11b) herein.

E. Ownership of Account.

A Customer can request their password be sent to them at any time via email by clicking the “Forgot Password” link on the sign-in page. If you cannot provide this information, Telx will close your Account and credit the balance using the credit card information of file. You can always cancel your Account by logging into the Telx website at mybill.compass-inc.net.

F. Expiration.

A Customers account shall refresh monthly until Cancelled with Telx in accordance with the terms set forth in this Agreement. Notwithstanding the foregoing, Telx, expressly reserves the right to cancel any account, in its sole discretion, which has not been used and maintains a zero balance for over ninety (90) consecutive days.

8. CANCELLATION OF SERVICE

A. Discontinuance of Service.

Telx reserves the right to suspend or discontinue the Service generally, or to terminate your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or terminate your Service without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges. If your Service is terminated on account of your breach of any provision of this Agreement, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus the termination fee, if applicable, all of which will immediately become due and payable.

B. Cancellation.

A customer may discontinue Telx’s Services at any time upon notice (either electronic or written) to Telx. The Company will then shut down all access to Customers Account. The unused balance will be credited back to you are the Customers credit card in accordance with our Money Back Guarantee Policy.

Telx reserves the right, at its sole discretion and for any reason, to (a) terminate this Agreement and the Customers access to its Service and/or (b) to refuse to allow the Customer to re-charge their Pre-Paid Account. If fraud is suspected, Telx has the right to put an account immediately on hold until investigation into the fraud is completed.

9. AGENTS.

Telx does not authorize any third-party agents or resellers to sell Telx services, electronically or through phone cards, unless specifically authorized by Telx. If contacted by an agent, a Customer is required to contact Telx to confirm that the contacting agent is licensed and authorized by Telx to provide these services. If a Customer fails to confirm authorization of a third-party agent or reseller of Telx, Customer cannot hold Telx liable and expressly releases Telx from any representation made by an unauthorized third-party agent or reseller.

10. NO THIRD PARTY BENEFICIARIES.

No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

11. LIABILITY

A. Telx will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, acts of terrorism, strikes, lockouts, work stoppages or other labor difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; or (ii) delayed installation of Telx’s facilities or commencement of service.

B. With respect to any other factual allegation, legal claim, or dispute by you or by any others, for damages associated with the ordering (including the reservation of any specific number for use with a service), installation (including delays thereof), provision, termination, maintenance, repair, interruption, or restoration of any service or facilities offered by Telx, Telx’s liability, if any, will be limited as follows:

1. With respect to the attempts to route calls to public safety answering points or municipal emergency service providers, as described in Section II, Telx’s liability, if any, will be limited to the lesser of: (a) the actual monetary damages incurred and proved by you as the direct result of Telx’s action, or failure to act, in routing the call, or (b) the sum of $1,000.00.

2. With respect to the provisioning of, or any error or omission in, data, information, or content furnished in connection with any service provided by Telx, for example, Directory Assistance, Telx’s liability will be limited to the lesser of: (a) the amount of actual money damages proven by you to have been incurred as the proximate result of your reliance on such data, information, or content; or (b) $100.00.

3. Telx shall not be liable for any delays or incompletion or costs or charges pursuant to a delay or incompletion in local number portability (LNP).

C. IN NO EVENT WILL Telx BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT Telx HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

D. Telx will be indemnified, defended, and held harmless by you against all claims of loss or damage arising from the use of service furnished by Telx, including:

1. Allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via Telx service;

2. All other allegations and claims arising out of any intentional act or omission by you or others authorized by you to use the service, in connection with any service provided by Telx.

E. Telx MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT.

Telx DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON Telx’S BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY Telx.

F. Telx will not be liable for any act or omission of any other company or companies furnishing a portion of the service, or from any act or omission of a third party, including those vendors participating in Telx offerings made to you, or for damages associated with service, or equipment that it does not furnish, or for damages that result from the operation of customer provided systems, equipment, facilities or services that are interconnected with Telx services.

12. EXCLUSIVE JURISDICTION AND VENUE.

Any suit involving any dispute or matter arising under this Agreement may only be brought in the Toronto, Canada in Court, which shall have jurisdiction over the subject matter of the dispute or matter. Customer hereby expressly consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding and waive any objection to venue or inconvenient forum and to the waiver of any right to bring, represent or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in Court. THE CUSTOMER FURTHER EXPRESSLY WAIVES ANY RIGHT OF ANY RIGHT TO A JURY TRIAL, TO RAISE COUNTERCLAIMS OR TO ASSERT THE DEFENSE OF SETOFF IN ANY CLAIM FILED BY Telx UNDER THE TERMS OF THIS AGREEMENT.

13. MISCELLANEOUS PROVISIONS.

A. Entire Agreement.

These Terms and Conditions constitute the entire Agreement between you and Telx, and supersede any and all prior agreements, oral or written, concerning the subject matter. If there is any inconsistency or conflict between the terms of any calling plan, promotion, and/or authorized written communications you have received and the provisions of this Agreement, the provisions of this Agreement will control.

B. No Obligation to Assist in Switching to a Different Provider.

If you either voluntarily cancel your Telx account or if Telx cancels your service for any reason set forth above, Telx will have no obligation whatsoever to assist you in any respect in switching from Telx to another service provider.

C. Assignment.

Customers may not modify or assign this Agreement. In its sole discretion, Telx may assign this Agreement.

D. No Waiver of Rights.

If either party fails to enforce any right or remedy under this Agreement, that does not waive the right or remedy for any other breach or failure.

E. Binding Effect.

This Agreement is binding upon you and Telx and upon, respectively, your and Telx’s agents and heirs.

F. Severability.

If any part or provision of this Agreement is finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then that part or provision will be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts or provisions of this Agreement.

G. Governing Law.

This Agreement, and all modifications/amendments thereto, shall be governed by the law of Province of Ontario, Canada.

H. Content.

You will be liable for any and all liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your Service or Device (each such person, a “User”). You shall assure that your and your User’s use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. Telx reserves the right to terminate or suspend your Services and remove you or your Users’ content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform with the requirements set forth in this Agreement or interferes with our ability to provide Services to you or others. Telx’s action or inaction under this Section will not constitute any review or approval of you or your Users’ use or content.

I. Legalility.

Telx MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND THAT THE SERVICES, TECHNOLOGY OR EQUIPMENT BEING PROVIDED IS LEGAL OR ALLOWED IN YOUR HOME COUNTRY, OR THE COUNTRY YOU ARE PLACING CALLS FROM. Telx IS NOT RESPONSIBLE FOR VERIFYING LOCAL/NATIONAL LAWS AND IT IS UP TO YOU TO DETERMINE IF USING THE Telx SERVICE IS LEGAL IN YOU COUNTRY/JURISDICTION. BY ACCPETING SERVICE UNDER THE TERMS OF THIS AGREEMENT YOU ARE EXPRESSLY RELIEVING Telx FROM ANY LIABILITY ARISING UNDER THE TERMS OF THIS PROVISION.

J. Modifications/Amendments.

This Agreement may be modified or amended by Telx at any time. Unless otherwise provided, all such modifications or amendments shall be effective immediately upon posting on the Website under Terms and Conditions. Furthermore, you will be asked to verify acceptance of these terms when you initially signup for your account. YOUR CONTINUED USE OF YOUR ACCOUNT AFTER ANY NOTICE POSTED AT LOGIN TO YOUR Telx ACCOUNT OF A MODIFICATION TO THIS AGREEMENT WILL BE CONCLUSIVELY DEEMED TO BE AN EXPRESS ACKNOWLEDGEMENT AND ACCEPTANCE OF ANY SUCH MODIFICATIONS.