1. Products and Services Provided.
Subject to the terms and conditions of the Master Service Agreement, and this agreement (Support Terms and Conditions), CITITONE offers the Customer, among other things, a collection of online services for the support of VoIP and data networks including but not limited to VoIP technical support web pages, VoIP device configuration documentation web pages, live web chat support, trouble ticket support, email support, network and systems monitoring, IP PBX server maintenance, network consulting, Linux server support, and offsite backup data storage.IMPORTANT NOTE: All Support Plans and Support Services are only available for Customers who are currently subscribing to a VoIP Service Plan with a minimum of 4 channels.
A complete list of CITITONE products and services can be found on the Website (www.cititone.ca). CITITONE is not responsible for reimbursements for support services with provided by other companies while CITITONE is temporarily unavailable.
2. Modifications/Amendments.
CITITONE reserves the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof.
You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the Terms and Conditions at https://www.cititone.ca/selfcare/terms.php.
3. Monitoring of Support Services.
CITITONE may, but have no obligation to, monitor and record the Services, including telephone calls and online sessions for purposes of improving customer service, internal training and internal market research. Customer acknowledges and agrees that CITITONE retains the right to monitor and record the Services and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect ourselves and/or our Users. Please see our Privacy Policy for further details.
4. Scope of Support Services.
During the period of the Support contract CITITONE will endeavor to provide support to the Customer for network and/or computer systems software as described under the applicable Support Plan. CITITONE will provide the Support Service for a maximum total time each month as described under “Monthly Support Hours” in the applicable Support Plan. CITITONE shall endeavor to provide such support by remotely monitoring the Customer network, by accessing the Customer network remotely using software tools, and though the use an email helpdesk facility. CITITONE will make a commercially reasonable effort to make the support services described in the applicable support plan available 24Hours a day when applicable. If CITITONE is unable to resolve the Customer support requests within the “Monthly Support Hours”, as described under the applicable Support Plan, additional support shall be provided at the discretion of CITITONE and shall be subject to additional hourly support fees.
5. Authorization to Access Customer Network.
Customer acknowledges that CITITONE may require remote access to the Customer network and computer systems that the Customer makes support requests for. Customer agrees to provide CITITONE access to remotely access any systems CITITONE is requested to support as described by the applicable support plan.
Customer agrees to defend, indemnify, save and hold harmless, CITITONE and its officers, directors, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorney fees arising from or in any way relating to or arising out of any damage or loss of any nature whatsoever that results, directly or indirectly, from CITITONE remotely connecting to Customer computer systems and/or recording the sessions as requested by Customer herein.
6. Prohibited Uses.
CITITONE will make every commercially reasonable effort to provide technical advice and remote support for Customer network, firewall and systems security concerns but the Customer acknowledges and accepts that they are responsible to maintain their own network security.
Customer agrees to defend, indemnify, save and hold harmless, CITITONE and its officers, directors, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorney fees arising from or in any way relating to or arising out of any damage or loss of any nature whatsoever that results, directly or indirectly, from any security configurations supplied by and/or remotely configured by CITITONE.
7. Operations and Support Activities.
Customer acknowledges and agrees they are responsible for performing day-to-day operations on their own network and computer systems including but not limited to the monitoring of services, software availability, performance, CPU load, network traffic or other relevant resources usage, backup and restore, provisioning and accounting. Customer agrees that only personnel that have been trained for this purpose will perform operational activities. Any provisioning or collection of data on the systems is the responsibility of the Customer.
8. Additional Customer Responsibilities.
To receive Support Services, Customer must register for a Support Service Plan and follow the access instructions provided by CITITONE. Customer is responsible for all fees in establishing and maintaining email and telephone communications with CITITONE. Customer will maintain accurate billing and technical contact information at all times. Customer will maintain and implement a complete data backup and disaster recovery plan. Customer is solely responsible for any and all security of its confidential, proprietary or classified information. Customer will have a reasonable understanding of the Supported Products for which it seeks Support Service and the computer system that it is operating on. Support Services are provided for the internal use of Customer only, and any unauthorized distribution of the Support Services will be grounds for immediate termination of all Support Services. Customer will take reasonable measures to prevent the unauthorized distribution and use of Support Services. Customer will not abuse its receipt or use of Support Services, including but not limited to, accessing Support Services for issues that have already been resolved.
9. Backup Data Storage.
During the period of the Support contract CITITONE shall endeavor to provide “Remote Storage Space” for the Customer to upload, download and store backup files of a total maximum size to be determined by the subscribed Support Plan. CITITONE will make every commercially reasonable effort to maintain a daily backup of the “Remote Storage Space” but does not guarantee that any or all data stored in the “Remote Storage Space” will not be lost. The Customer is responsible to maintain a separate backup of all data and acknowledges that CITITONE is not responsible to maintain any backup of Customer data. Customer acknowledges that the “Remote Storage Space” is provided for storage of backup network and systems configuration files only and agrees to only store data of a lawful nature in any “Remote Storage Space” provided by CITITONE. CITITONE reserves the right to at its sole discretion review all data stored by the Customer on any storage space provided by CITITONE in order to determine if the materials stored comply to the terms and conditions of this agreement. CITITONE reserves the right at its sole discretion to terminate access to all “Remote Storage Space” if any material stored in the Customer account is deemed by CITITONE at its sole discretion to be in violation of this agreement. Customer agrees that In the event that CITITONE determines at its sole discretion any files stored in the “Remote Storage Space” are unlawful, CITITONE may turn all data and files relating to the Customer account over to the appropriate authorities.
Customer agrees to defend, indemnify, save and hold harmless, CITITONE and its officers, directors, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorney fees arising from or in any way relating to or arising out of any damage or loss of any nature whatsoever that results, directly or indirectly, from the loss or retransmission of any data the Customer stores in the CITITONE “Remote Storage Space”.
10. Network Maintenance.
CITITONE reserves the right to perform maintenance including replacement of network and systems hardware and software on its own infrastructure, which might temporary disturb Customer access to CITITONE Support Services. Customer acknowledges and agrees that CITITONE support services may not be available during any maintenance of such systems.
11. Response Times.
CITITONE will make reasonable efforts to respond to a Support requests within the response time described in any applicable Support Plan but does not guarantee that a response will be provided within a specific time period.
12. Commercially Reasonable Effort.
| a. | CITITONE will make every commercially reasonable effort to troubleshoot or fix the Customer network or system problem. If CITITONE is unable to resolve the Customer system or networking problem, Customer will still be liable for charges for time spent by CITITONE’s support team members in an attempt to correct a problem. |
| b. | In the course of providing the Support Services, CITITONE may determine that the issue is beyond the scope of the Support Services. CITITONE may use commercially reasonable efforts to refer the Customer to the appropriate alternative resource; however, CITITONE will not transfer the Customer directly to an alternate resource. CITITONE reserves the right to refuse, suspend or terminate any of the Support Services in its sole discretion. |
13. Proprietary Rights.
a. Trademarks and Trade Names.
All corporate names, service marks, logos, trade names, trademarks, websites and domain names of CITITONE, including but not limited to “CITITONE”, “CITITONE.ca”, “CITITONE.com”, “CITITONE.co.uk”, “CITITONE.com.hk”, and “CITITONE.net” (collectively “Marks”) are and shall remain the exclusive property of CITITONE and nothing in this Agreement shall grant Customer the license to use such Marks without the express written permission of CITITONE.
b. Equipment.
Customer acknowledges and agrees that title to the Equipment and all other material provided to Customer by CITITONE under this Agreement shall at all times remain with CITITONE, and Customer shall during the term or any renewal or any renewal period acquire no property or other rights in, or to, any of the foregoing other than as specifically provided in this Agreement. Customer will not permit any numbering or lettering displayed on the Equipment to be removed, altered, disfigured or covered up. Customer will not permit the Equipment to be operated by, or come under the possession or control of, any person other than Customer, its agents or employees, or its clients. At no time will the Customer permit the Equipment to be removed from the site(s) specified in the Schedule(s). Customer shall ensure that the Equipment does not become subject to any lien, levy, charge, security interest or other encumbrance whatsoever. In the event the Equipment becoming subject to any lien, levy, charge, security interest or other encumbrance whatsoever of the removal of the Equipment from the site(s), CITITONE, without notice, may enter the site(s) or other place(s) where the Equipment in question is located and take immediate possession and remove it, whether affixed to realty or not, retaining possession and suspending CITITONE Services accordingly until the breach is corrected. Where the site(s) is on the premises of a client of Customer, Customer shall ensure its client’s acknowledgement that CITITONE may enter and remove the Equipment. CITITONE shall not incur any liability to Customer or its clients for, or by reason of, such entry or taking of possession, whether there is damage to property or otherwise, and Customer shall indemnify, defend and hold CITITONE harmless from and against any and all actions, suits, legal or administrative proceedings, claims, damages, costs, less expenses, legal fees and other liabilities arising in connection therewith, including any third party claims.
c. Software.
Where any of the CITITONE Services or the Equipment contains computer programming or software (the “Resident Software”), CITITONE hereby grants to Customer and Customer’s clients a non-exclusive, non-transferable royalty free license to use, during the Term of this Agreement, the Resident Software for the sole purpose of enabling Customer and Customer’s client to obtain the CITITONE Services. Customer recognizes that the Resident Software constitutes valuable trade secrets of CITITONE and its licensors, and that CITITONE and its licensors own all of the technology, know-how and intellectual property rights associated with such Software, the CITITONE Services and the Equipment. Customer shall use its best efforts to protect and keep confidential the Resident Software used by it, and shall make no attempt to examine, copy, alter, reverse engineer, tamper with or otherwise misuse the Resident Software.
14. Opening an Account.
In order to become a CITITONE customer, the Customer must complete in full an application form located on the Website (www.cititone.ca). As part of the application, the Customer will be required to provide CITITONE with a unique Username. CITITONE 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 CITITONE account.
| a. | Credit References. CITITONE may refuse to provide services to a Customer if the Customer’s credit is not deemed satisfactory which determination shall be made at CITITONE’s sole discretion. NOTICE: CUSTOMER EXPRESSLY AUTHORIZES CITITONE AND/OR THIRD-PARTIES DESIGNATED BY CITITONE 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. |
| b. | 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, CITITONE 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 CITITONE 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 CITITONE with a secure e-mail address as CITITONE will not be responsible and shall be held harmless for any access to Customers Account by any unauthorized persons. |
15. Payment.
SERVICES PROVIDED ARE PROVIDED ON A PRE-PAID BASIS ONLY. As a Customer uses CITITONE’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.
16. Recharging Account.
In the event a Customer wants to use CITITONE’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 CITITONE. The Customer will receive an electronic confirmation/receipt from CITITONE of any such re-charge.
17. Rates.
CITITONE’s rates are listed on its Website. You are responsible for checking all applicable rates/promotions before using CITITONE’s services. While CITITONE endeavors to maintain rates that are competitive in the market, CITITONE does not guarantee that its rates will change in any predictable fashion. In addition, should market conditions or factors outside of CITITONE control raise its costs, CITITONE reserve the right to adjust its rates accordingly.
18. Rate Changes.
CITITONE 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 CITITONE UNDER THE TERMS OF THIS AGREEMENT. If a Customer chooses to terminate their Account as a result of changes in CITITONE’s prices, the Customer must CANCEL their account no later than the twenty-sixth (26) 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 CITITONE does not receive notification by the Customer by the twenty-sixth (26) 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 CITITONE in accordance with CITITONE’s Money Back Guarantee Policy.
19. 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 for support or uses any of the services included in the Support Plan in a given month.
20. Consent to e-Mail Communications.
By entering into this Agreement, you consent to both the receipt of electronic mail (“e-mail”) from CITITONE and that e-mail communication shall be the sole manner by which CITITONE shall contact Customer. In addition to sending a Customer e-mail notifications as provided for above, CITITONE 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 CITITONE by opening a trouble ticket or in writing. CITITONE reserves the right, however, to continue to e-mail Customer important information relating to their Account, this Agreement or other regulatory communications.
21. Billing.
| a. | When the service is activated, you must provide CITITONE with a valid email address and a credit or debit card number from a card issuer that we accept. CITITONE reserves the right to stop accepting credit or debit cards from one or more issuers. If your credit or debit card expires, you close your account, your billing address changes, or your credit or debit card is cancelled and replaced on account of loss or theft, you must advise CITITONE at once. CITITONE 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:i. activation fees; ii. monthly Service fees; iii. international usage charges; iv. advanced feature charges; v. equipment purchases; vi. software usage fees; vii. termination fees; and shipping and handling charges.The amount of such fees and charges shall be published on CITITONE’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 CITITONE. We reserve the right to bill at more frequent intervals if the amount you owe to us at any time exceeds $50. |
| 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 CITITONE’s network receives an “on -hook” signal from the terminating carrier. CITITONE will not, and is not obligated to, provide refunds for any calls made using its service. |
| c. | Billing Information.CITITONE 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 CITITONE’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 CITITONE will not provide monthly statements beyond what is available online. |
| d. | Billing Disputes.A Customer must notify CITITONE by e-mail or by opening a trouble ticket on the CITITONE website of any disputed charges within thirty (30) days of the charge being posted to their Account. CITITONE will attempt to resolve all disputes within thirty (30) days of being notified of a dispute. To the extent CITITONE determines, at its sole discretion, that a billing adjustment is warranted, a Customers Account will be credited accordingly. If a Customer fails to notify CITITONE of a billing dispute as noted above, the Customer shall expressly waive all rights to bring any claim against CITITONE regarding a disputed charge. This Section does not waive Customers responsibility to notify CITITONE of unauthorized use of its Account, Password or Username within the period and by method set forth in Section Eleven B (11b) herein. |
22. Ownership of Account.
CITITONE will not make any adjustments to a Customer’s Account information nor send the Username or Password unless provided with both the first and last four (4) digits of a Customers credit card number on file, the answer to the security question chosen by Customer, and/or any other information CITITONE deems necessary at its sole discretion. 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, CITITONE will close your Account and credit the balance using the credit card information of file. You can also cancel your Account by logging into the CITITONE website at www.cititone.ca.
23. Expiration.
A Customers account shall refresh monthly until Cancelled with CITITONE in accordance with the terms set forth in this Agreement. Notwithstanding the foregoing, CITITONE, expressly reserves the right to cancel any account, in its sole discretion, which has not been used and maintains a zero or negative balance for over ninety (90) consecutive days.
24. Termination.
| a. | Discontinuance of Service.CITITONE 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 CITITONE’s Free-Services or Pre-Paid Services at any time upon notice (either electronic or written) to CITITONE. 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.
CITITONE 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, CITITONE has the right to put an account immediately on hold until investigation into the fraud is completed. |
25. Government Taxes.
CITITONE reserves its right to pass through to the Customer any new government taxes, fees or surcharges that shall appear as an additional itemized charge on Customer’s Account.
26. Governing Law.
This Agreement, and all modifications/amendments thereto, shall be governed by the law of Canada.
