These online terms of service (including the Orders and any applicable Service Attachments), which by this reference are included in ‘Agreement’, are an agreement between Get8net and the legal entity identified as ‘Customer’ in the Order. Get8net and Customer be individually called a ‘Party’ or collectively the ‘Parties.’

Get8net offers services and equipment only for business use. It offers them according to the terms and conditions laid down in this Agreement and the conditions acceptable to customers and in harmony with this Agreement.

When a Customer electronically sings this Agreement, they do the following:

• Accept this agreement and agree that they have to follow its terms.
• Represent that they are 18 or of legal age for a binding agreement and they have the right and authority to be a part of this agreement from the side of the corporation, government organization, or other legal entity to bind such organization to these terms.
• If the Customer is not in agreement with the given terms, neither the Customer nor its End Users can install, download, or use the equipment or services.

Ordering and Term:

1. Ordering Services:

By placing electrically an Order in the format given by Get8net on its website, a Customer can order Services. If they want subsequent orders, they need to reach the Administrative Portal. The Order will identify the Services asked by the Customer together with:

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

An Order becomes binding when Get8net accepts and the Customer executes it. Get8net may accept an Order by starting the performance of the asked Services. The Services will start on the Start Date, as given in the applicable Order. The Customer may buy extra Services, software, and equipment by Ordering through the Administrative Portal.

2. Services:

We have listed below the services offered by Get8net (not all Services are available in every location), and the descriptions are included in and become a part of this Agreement:

• Get8net SIP Services
• Get8net VOIP Services
• Get8net Toll free services

3. This Agreement Term:

The Term of this Agreement will start from the Effective Date. It will continue unless the last Order Form expires or is terminated earlier as per the given terms.

4. Services Term and Automatic Renewal:

The term of the Services will start from the Start Date of the initial Order, and it will continue for the initial term given in the initial Order, ‘Initial Term’. When the Initial Term expires, recurring services will automatically renew for successive periods of the same length as the Initial Term (each a ‘Renewal Term’). It will automatically happen unless either Party gives a notice of non-renewal at least 30 days before the Initial Term expires or the then-current Renewal Term expires.

The term of any recurring Services added to the Account when the initial order is submitted will commence on the Start Date of the subsequent Order. It will run in with the then-current term of any pre-existing Services, and it will be invoiced on the same billing cycles as pre-existing Services.

Invoicing and Payment:

1. Prices and Charges:

Every price is identified in Indian Rupees (INR) on the website or Administrative Portal. Extra charges may come up if the Customer activates extra features, buys additional equipment or Services, or exceeds usage thresholds. The Customer is responsible for any charges coming from using the Services on its Account.

Recurring charges for the Services commence on the Start Date, and they will continue until the term ends. Recurring charges, like charges for Digital Lines, product licenses, minute bundles, and equipment rental fees, will, when incurred, remain valid for the Initial Term (as mentioned in an Order Form) or the then-current Renewal Term. Get8net will offer notice of any proposed rise in such charges no later than a period of 30 days before the expiration of the Initial Term or then-current Renewal Term, and any such rise will come into effect on the first day of the next Renewal Term.

Administrative Fees that Get8net can pass on to its customers as a surcharge binding upon applicable Law may increase on a written notice of 30 days.

Outbound calling rates will be applied according to the rate when used. The Customer may locate the currently effective rates in the Administrative Portal.

2. Billing and Payment:

All equipment and Services must be bought using a valid credit or debit card when purchasing. When giving a valid debit or credit card, the Customer authorizes all Services and equipment charges and fees to be charged to such payment card, including recurring payments that are billed annually or monthly. Apart from that, the Customer’s given credit card shall be used for any in-month purchases of extra services and products, or where the Customer has crossed usage or threshold limits, or any overage charges.

Recurring charges are billed beforehand in the frequency fixed forth in the Order Form, and usage-based and one-time charges are billed on a monthly basis in arrears. A debit and credit card is subject to the card user’s approval, and Get8net will not be responsible if a card issuer doesn’t accept a debit or credit card, no matter what the reason is.

The Customer also bears the responsibility for any credit card chargeback or similar fees for a rejected payment that Get8net can charge according to this Agreement. If the payment card related to the Customer’s Account is rejected or fails, Get8net will send the Customer a notice using the contact details related to the Customer’s Account.

Get8net may continue to attempt to charge the Customer’s payment card for remaining charges and extra fees with any other rights and remedies it has according to this Agreement, in equity or at law.

Unless otherwise stated when purchased or on the invoice, payment is due in full, without set-off or deduction, within a period of 30 days of the date on the invoice.

Any payment not paid when it is due can be a late payment fee, which is equivalent to the lesser of 1.5% per month; or the highest rate according to the Law. Get8net’s acceptance of partial or late payments (no matter how these payments are marked or designated, including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly’) will not waive, limit, or prejudice anyhow Get8net’s rights to get any amount due. Get8net may end the Services and this Agreement for non-payment if charges are not paid within a 30-day period of the due date.

3. Taxes:

All fees, rates, and charges don’t include applicable Taxes, for which the Customer is only responsible. Taxes are subject to change according to jurisdiction and the Services offered.

Access fees, taxes, universal service or other recovery fees, or similar charges will be adjusted on the date on which those rises become effective as told by the competent authority. If any withholding tax is imposed on the payments, the Customer has to increase the sums paid to Get8net so that the amount got by Get8net after the withholding tax is deducted is the full amount Get8net would have got if there had not been any deduction.

4. Billing Disputes:

If a Customer disputes any portion of Get8net’s charges, they need to provide it with a written notice within 30 days of the invoice date, showing the dispute reason and the amount being disputed.

The Customer’s dispute regarding any portion of the invoice will justify their obligation to timely pay the undisputed portion of the invoice. When resolved, the Customer has to pay any outstanding amounts within 30 days. Any amounts that are found to be in error leading to an overpayment by the Customer will be applied as a billing credit against future charges. The Customer will be reimbursed any remaining billing credits when this Agreement expires or terminates.

Provision of the Service:

1. General Terms:

Get8net will offer the Services as given in the related Service Attachment. It may replace, enhance, or/and change the features of the Services. However, it will not reduce the core features, functions, or security of the Services unless it has the Customer’s consent.

2. Customer Care:

• A Customer has to give all first-tier support to the Customer’s End Users. Get8net may need the Customer’s Helpdesk support personnel for the completion of a series of training courses on Get8net’s Services. Such training will be offered online by Get8net for free.
• Get8net will make second-tier remote support accessible to the Customer’s Helpdesk personnel or/and Account Administrators through the Get8net Customer Care Center, which will be available round-the-clock, to attempt to solve technical problems and answer questions about using the Services. Implementation and onsite services are excluded from the Get8net Customer Care support.
• The Customer may send an email to Get8net’s Customer Care. Any person reaching out to the Customer Care on behalf of the Customer must have the authority for this on behalf of the Account. In addition, they must stick to Get8net’s authentication protocol.

3. Managed Services:

The customer may buy Managed Services from Get8net for use with the Services.

4. Subcontracting:

Get8net may offer any of the Services mentioned here through any of its Affiliates or subcontractors. However, the condition is that Get8net will take the same degree of responsibility for omissions and acts for those subcontractors who act on Get8net’s behalf in fulfilling its obligations under this Agreement as it would bear if such acts and omissions were fulfilled by Get8net directly.

Use of the Service:

1. Managed Services:

The Services depend on the Customer’s maintenance of sufficient Internet access, networks, and power as given in Get8net’s Technical Sufficiency Criteria. Get8net will not take responsibility for any issues that occur in the provision of the Services if the Customer’s network doesn’t satisfy its Technical Sufficiency Criteria.

2. Use Policies:

The Customer and its users may use the Services only according to this Agreement, applicable Law, and the Use Policies, included and is a part of this Agreement.

The Customer may not use or allow the use of the Services to interfere with the use of Get8net’s Services by others, or with the operation of Get8net’s Network. It’s not allowed for the Customer to resell the Services. It’s the duty of the Customer to make sure that its End Users follow the Use Policies. Breaching this Section 5 B (Use Policies) will be considered a material breach of this Agreement.

Get8net may update its Use Policies from time to time and will provide its Customer with the notice at the email address on file with the Account. Such updates will come into operation 30 days after such notice to the Customer.

Acceptable Use Policy:

The Services have to be used as per Get8net’s Acceptable Use Policy, which can be found at https://www.get8net.com/.

Besides anything against this Agreement, Get8net may take action immediately and without notice like suspending or limiting Services if Get8net finds illegal activity in the Customer’s Account, material breach of the Acceptable Use Policy, or use of the Service that may interfere with the function of Get8net Network, providing that such limitation or suspension may only be to the extent acceptable for the protection against the applicable condition, use, or activity.

Get8net will immediately remove the limitation or suspension when the condition, activity, or use is sorted out and mitigated. If the Customer finds legitimate but something unusual on the Account, they should reach out to Get8net Support so that they can avoid any Service disruption.

Termination:

1. Termination for Cause:

Either Party has the right to terminate this Agreement and any Services bought in part or whole by sending notice to the other Party if the other Party:

• Goes against any material term of this Agreement and can’t cure such breach within 30 days after receiving the notice.
• Has been recommended by a government or regulatory agency after a change in either applicable Law or the Services, or
• Is allowed by law upon the commencement by or against the other Party of insolvency, receivership, or bankruptcy proceedings, or any other proceedings or an assignment to benefit creditors.

2. Effect of Termination:

If the Customer terminates the Services, a portion of the Services, the Agreement completely owing to Get8net’s material breach as per Section 6 (A) (Termination for Cause), they don’t need to pay any fees or charges for terminated Services for any period after the effective date of such termination (besides those coming from continued usage prior to the Services are disconnected), and Get8net will give the Customer a pro-rata refund of any unused or prepaid charges or fees that the Customer paid for If this Agreement or any Services are ended for a reason besides due to a the ended Services.

material breach by Get8net or as mentioned in Section 14(K) (Regulatory and Legal Changes), the Customer must, to the extent allowed by applicable Law and without limiting any other right or remedy of Get8net, pay all amounts that have accrued before such termination, and all sums outstanding for the Services for the remainder of the then-current Term and related fees and Taxes within 30 days of such termination.

Intellectual Property:

1. Limited License:

1. Subject to, and conditional upon the Customer’s compliance with, the terms of this Agreement, Get8net gives the Customer and its End User, a personal, non-exclusive, revocable, personal, non-transferable (besides as allowed under this Agreement), non-sublicensable license for the usage of any software offered by Get8net to the Customer as part of the Services (Software) to the limit necessary to use the Services as allowed by this Agreement, only for the time that the Customer has the right to use the Services and subject to the Customer being current on its payment commitment.

2. The Customer can’t and will not allow its End Users to:

• resell, sublicense, assign, or distribute its right under the license given as per this Agreement to anybody.
• Create, adapt, or modify derivative works of the Software or any related documentation.
• Make any competing Software or Services.
• Reverse engineer, decrypt, decompile, disassemble, or otherwise try to obtain the source code for the software.
• Utilize the software for infringement analysis, benchmarking, or for any purpose besides using the Services the Customer has the authority to use.
• Clear away any copyright or other proprietary or confidential notices that are on any Services or Software.

IP Rights:

1.Get8net’s Rights:

Besides as expressly stated in this Agreement, the limited license given to the Customer under Section 7 (A) (Limited License) doesn’t convery any ownership or other rights or licenses, implied or express, in the Services, any related materials, or in any Intellectual Property and no IP Rights or other rights or licenses are given, transferred, or assigned to the Customer, any End User, or any other party by estoppel, implication, or otherwise. Every right not expressly given herein is retained and reserved by Get8net and its licensors. The Software and Services may consist of or include services, software, technology, or products created or offered by third parties that include open source software or code. It is acknowledged by the Customer that misusing Get8net Services may violate third-party IP Rights.

2.Customer Rights:

As between Get8net and the Customer, the Customer retains title to all IP Rights owned by the Customer or its suppliers. To the limit reasonably necessary or desirable to provide the Services, the Customer gives Get8net a limited, personal, royalty-free, non-exclusive, license to use the IP Rights of the Customer in the same. The Customer has to offer (and is only responsible for giving) all necessary notices and get all licenses, consents, authorizations or other approvals regarding the user, transmission, reproduction, or receipt of any Customer Content that incorporates personal or Confidential information or includes any third-party IP Rights.

3.Use of Marks:

No Party may use or display the trademarks, service mark,s or logos of the other Party in any way unless they have written consent from such Party.

Confidentiality:

1.Restrictions on Use or Disclosure by Either Party:

Within the Term of this Agreement and for a minimum of 1 year thereafter, the Receiving Party shall not have the Disclosing Party’s Confidential information in confidence, shall utilize such secret information only to fulfill its obligations as per the Agreement, and shall utilize a great standard of care for the protection of the Confidential Information the way its uses for the protection of its own Confidential Information.

Each Party can share Confidential Information only with its employees, agents, or subcontractors who need it to fulfill the Party’s obligations as per this Agreement and who need to protect it against unauthorized disclosure in a way no less than protective than necessary as per this Agreement. Each Party can share the other Party’s Confidential Information in any legal proceeding or with a government entity if the Law requires.

These limits of using or disclosing Confidential Information don’t apply to any information created independently by the Receiving Party or lawfully received without any restrictions from another source that can provide such information; after it has been available to the public without breaching this Agreement by the Receiving Party; which was known to the Receiving Party when disclosed, without restriction as proved by documentation in such Party’s possession; or which the Disclosing Party accepts in writing is not included in such limits.

When the Agreement terminates, the Receiving Party will immediately destroy, delete or, upon the request made by the Disclosing Party, return to the Disclosing Party, all Disclosing Party’s Confidential information it has, including deleting or rendering unusable all electronic files and data with Confidential Information, and when requested by the Disclosing Party, the Receiving Party will provide it with certification of compliance with this subsection.

Data Protection:

1.Data Privacy:

Get8net values the Customer’s privacy, and it will only use the information shared by the Customer or gained while providing the Services according to the Get8net Data Processing Addendum which is hereby included by reference.

Get8net may update the Get8net Data Processing Addendum from time to time, and it will give notice about any material updates to the Customer as necessary by applicable Laws at the email address available on the file with the Account. Such updates will come into effect after 30 days of such notice to the Customer.

2.Data Security:

Get8net will focus on and take commercially reasonable precautions that include without limitation, technical (such as firewalls and data encryption), administrative and physical measures to protect the Customer’s Account, Account Data, and their content against any use, disclosure, or modification without authority.

The Customer has to protect all End Points with Industry-level security measures. They are responsible for keeping all user identifications and passwords inaccessible or safe. The Customer has to monitor the use of the Services for probable unlawful or fraudulent use. They have to inform Get8net immediately if they know or believe that the Services are being used in a fraudulent way or without any authority by any End User or third party.

If the Customer doesn't inform Get8net about such things, it may lead to the suspension or termination of the Services and extra charges to the Customer, coming from such use. Get8net will not be responsible for any charges coming from any unauthorized use of the Customer’s Account.

3.Software Changes:

Get8net has the right to, from time to time, push software updates and patches directly to the Customer’s device for installation, and the Customer can’t prevent it from doing it.

The Customer has to implement immediately all fixes, updates, upgrades, and replacements of software and third-party software that Get8net offers. Get8net will not bear any responsibility for the inoperability of the Services or any other failures in the Services because of the Customer’s inability to timely implement the necessary changes.

Indemnification:

1.Indemnification Obligations:

The Customer must indemnify and protect Get8net and its Affiliates at their expense, from and against all third-party claims that come from or related to the following:

• Material violation of applicable Law by the Customer or its End Users who are connected to the use of the Services;
• Using the Services in a way that goes against this Agreement;
• Being unable to immediately install any updates of any software or firmware or use or accept modified or replacement items offered by or on Get8net’s behalf, or
• Claims regarding the Customer Content. Moreover, the Customer will indemnify and have harmless Get8net against any damages, costs, and legal fees finally awarded against Get8net by a court of competent jurisdiction related to such third-party claim or in agreement with a written settlement agreement that the Customer has approved.

2.Defense and Indemnification Procedures:

Any Party looking for defense or indemnification (the ‘Indemnified Party’) has to give the Party from which it wants such indemnification or defense the following things:

Immediate notice (in writing) of the third-party claim.

Unshared control over the settlement and defense of the third-party claim, and

Reasonable information, support, or cooperation related to the defense and settlement of the third-party claim. If the Indemnified Party can’t adhere to the foregoing obligations, it will not be be relieved from its defense or indemnification duties under this Section (Indemnification), except to the extent that the Indemnifying Party is harmed by such failure. The Indemnified Party can take part, at its own expense, in the defense of such third-party claim, which includes any connected settlement negotiations. The Indemnifying Party can’t settle or compromise such claims without the Indemnified Party’s express written consent (which such consent may be unfairly withheld, conditioned, or delayed) unless such compromise has a complete release of all claims and actions that are against the Indemnified Party by each party that brings such third-party claim.

Warranties:

1.Get8net Warranty:

Get8net will offer the Services with a commercially fair standard of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the limit allowed by Law, Get8net will give the Customer all warranties Get8net gets related to equipment that the Customer was offered.

2.Customer Warranty:

The Customer and its End Users must use the Services according to all applicable Laws and this Agreement.

3.Disclaimer of Warranties:

Except as specially laid down in this Agreement and to the fullest extent allowed by Law, the Services are offered ‘As is’ and ‘As available’, and Get8net doesn’t make any other warranties, implied or express, including but not restricted to the implied warranties of merchantability, non-infringement, quiet enjoyment, and fitness for a specific purpose and any warranties that come from a course of dealing or usage in trade, together with the same warranties, whether coming up under any law or otherwise. To the extent that Get8net can’t disclaim any such warranty as an applicable Law matter, the scope and period of such warranty will be restricted to the fullest extent allowed by Law.

Dispute Resolution:

1.Good Faith Attempt to Settle Disputes:

Suppose any dispute or claim comes from or is related to the Agreement. In that case, each Party will appoint a duly authorized representative, conferring with the other Party, before either Party brings legal action, to make a fair and good faith effort to settle or other sort out such Dispute.

2.Venue:

When Parties can’t sort out a Dispute, any related action, lawsuit, or proceeding needs to take place in and be adjudicated exclusively by state or federal courts in the city and county of San Francisco, California, USA.

Each Party hereby agrees to accept the authority of the exclusive venue and personal jurisdiction of such courts regarding any such actions or lawsuits and irrevocably waives any right that it may have to assert that either forum is not inconvenient or that any such courts don’t have sufficient jurisdiction.

3.Equitable Relief:

Any failure in the fulfillment of conditions related to either Party’s IP Rights will bring that Party irreparable harm for which monetary damages will not be adequate and such Party may, Besides other remedies available at Law or in equity, get injunctive relief without being forced to post a bond or other security, proof of damages, or the same requirement, besides any other relief to which such Party may have the right according to applicable Law.

4.Limitations:

Besides actions for non-payment or liability that come from Section 11 (Indemnification), no suit, claim, action or proceeding concerning this Agreement may be made by either Party for more than a period of 2 years after the cause of action has accrued.

Any lawsuits, actions, or proceedings have to be made only on an individual basis and the Parties expressly waive any right to make any action, lawsuit, or proceeding as a collective action, private attorney general action, or any other position that acts in a representative capacity.

Miscellaneous:

1.Relationship of the Parties:

Get8net and the Customer are independent contractors, and this Agreement will not set any partnership, joint venture, employment, franchise, or agency between the Customer and Get8net.

2.Third-party Beneficiaries:

Get8net and the Customer accept that there will not be any third-party beneficiaries to the Agreement.

3.Regulatory and Legal Changes:

If any change in Law, regulation, or industry change that may prohibit or materially interfere with Get8net’s ability to offer Services as per this Agreement, Get8net may end the Services or this agreement will change the terms.