This End User License Agreement (“Agreement“) is a legal agreement between you (an individual or the entity you represent) (“Customer“, “you“) and OnSwitch Inc. operating as VoIPPhone.ONE or CloudPhone.ONE (“CloudPhone.ONE“, “we“, or “us“) that governs your use of the VoIPPhone.ONE hardware, software, applications, and related documentation (collectively, the “Software“) as well as access to CloudPhone.ONE hosted services (the “Services“).
1. Acceptance
By installing, accessing, or using any part of the Software or Services, or by clicking an acceptance button, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not install, access, or use the Software or Services.
2. Definitions
- Authorized Users means your employees, agents, contractors, or end‑users permitted to use the Software or Services under your account.
- Order means an ordering document (including an online purchase, payment link, or quote) that specifies plan tier, term, and fees.
- Documentation means user guides, knowledge base articles, and technical specifications provided by CloudPhone.ONE.
3. License Grant & Scope
Subject to your compliance with this Agreement and all applicable Orders, CloudPhone.ONE grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable license to install and use the Software and to access the Services solely for your internal business purposes during the applicable subscription term.
4. Restrictions
- No reverse engineering, decompiling, or attempting to derive source code except to the extent such restriction is prohibited by law.
- No circumventing technical protection measures, usage limits, or call/session caps.
- No reselling, time‑sharing, or offering the Services to third parties unless expressly permitted in writing.
- No use for unlawful, harmful, or abusive purposes (including unsolicited spam, fraud, harassment, or infringement of third‑party rights).
- No attempt to access emergency services (9‑1‑1) in ways not supported by the Services as described below.
5. Accounts & Authorized Users
You are responsible for all activity under your account, including acts and omissions of Authorized Users and for keeping credentials secure. You must promptly notify us of suspected unauthorized use.
6. Third‑Party Components
The Software or Services may include or interoperate with third‑party components (including open‑source libraries) subject to their own licenses. To the extent required, such licenses are incorporated by reference and will govern the use of those components.
7. Updates & Changes
CloudPhone.ONE may provide updates, bug fixes, or modifications and may change or discontinue features from time to time. Material changes to these terms will be notified via the Services or by email. Continued use after the effective date constitutes acceptance.
8. Data Protection & Privacy
We process personal data in accordance with our Privacy Policy. By using the Services, you instruct CloudPhone.ONE to process Customer Data for the purpose of providing the Services, and you represent that you have obtained all necessary consents. For details, see our Privacy Policy (link provided by your account representative or on our website).
9. Fees, Taxes & Billing
Fees are as set out in your Order and are payable in Canadian dollars (CAD) unless stated otherwise. Except where prohibited by law, fees are non‑refundable once the service term begins. You are responsible for applicable taxes and regulatory fees. Late amounts may accrue interest and may result in suspension.
10. Emergency Services (9‑1‑1) — Important Limitations
- VoIP 9‑1‑1 services have important differences and limitations compared to traditional wireline 911. Power or internet outages, network congestion, or device misconfiguration may prevent 9‑1‑1 calls or accurate location transmission.
- You must keep your service address up to date and inform users of these limitations. Provide alternate means to access 9‑1‑1 (e.g., a mobile phone).
- By using the Services, you acknowledge these limitations and agree to convey them to all Authorized Users.
11. Support & Service Levels
CloudPhone.ONE will provide standard support as described in the Documentation. Any service level targets (if applicable) are described in a separate SLA or Order; this Agreement does not guarantee specific uptime or credits unless expressly stated in your Order.
12. Term, Suspension & Termination
- This Agreement remains in effect while you use the Software or Services and during any subscription term specified in an Order.
- We may suspend or terminate access for non‑payment, breach, suspected misuse, or to comply with law. You may terminate at the end of a term per your Order.
- Upon termination, your license ends and you must stop using the Software and Services. We may provide data export assistance as described in the Documentation.
13. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. CLOUDPHONE.ONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLOUDPHONE.ONE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. CLOUDPHONE.ONE’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO CLOUDPHONE.ONE FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
15. Indemnification
You will defend, indemnify, and hold harmless CloudPhone.ONE from and against any third‑party claims arising out of your (or your Authorized Users’) misuse of the Software or Services, violation of law, or infringement of third‑party rights.
16. Compliance, Export & Sanctions
You must comply with all applicable laws, including telecommunications, privacy, anti‑spam, and export control laws. You represent that you are not subject to sanctions or located in an embargoed jurisdiction.
17. Government End Users
The Software and Documentation are “commercial computer software” and “commercial computer software documentation.” Government end users acquire only the rights set forth in this Agreement.
18. Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, internet or telecommunication failures, or government actions.
19. Notices
We may provide notices via the Services interface, email, or to your account address. You may send notices to CloudPhone.ONE at help@cloudphone.one with a copy to the postal address in the Contact section.
20. Assignment
You may not assign this Agreement without our prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.
21. Miscellaneous
- Severability. If any provision is unenforceable, the remainder will remain in effect.
- No waiver. Failure to enforce a provision is not a waiver.
- Entire Agreement. This Agreement and any applicable Orders constitute the entire agreement and supersede all prior understandings regarding the Software and Services.
- Order of Precedence. If there is a conflict between an Order and this Agreement, the Order controls.
22. Governing Law & Venue
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict‑of‑laws principles. The parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada.
23. Contact
CloudPhone.ONE (OnSwitch Inc.)
PO BOX 50059, Peterborough, ON K9J 8R1, Canada
Email: help@cloudphone.one
Phone: 1 (844) 464‑9008
24. Acknowledgement
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.