General Terms and Conditions
Version:  September 21, 2022

This Agreement is entered into by and between Laughing Rock Technology, LLC (LRT) and Customer for the provision of managed services under the terms and conditions set forth herein.

  1. Definitions.
    1.1 “Agreement” shall mean these Terms of Service and any and all attachment(s), addendum(s), sales order(s), work order(s), or exhibit(s) attached thereto and any and all other applicable terms and conditions and policies referenced in any of the preceding. This Agreement overrides, supplants and supersedes any and all prior agreements and renewals between LRT and Customer.
    1.2 This section is intentionally omitted and left blank.
    1.3 “Sales Order(s)” shall mean the sales order(s) entered into, from time to time, between LRT and Customer which detail, among other things, the Services to be provided by LRT and the prices paid by Customer for those Services.
    1.4 “We”, “us”, and “you”. In this Agreement, use of the words “we” and “us” shall refer to LRT, and use of the word “you” shall refer to Customer.
    1.5 “LRT Services” or “Service(s)” means those certain communication, data and other business and consumer continuity services, including, but not limited to, managed IT, data, and communication services, as may be modified, upgraded, or revised from time to time, and as more particularly described in the Service Agreements. With regard to international telecommunication traffic if Customer purchases this Laughing Rock Cloud Services will terminate international communication traffic which is delivered to one of Laughing Rock Cloud Services’ interconnection locations in the United States to Customer’s Cloud SIP or Cloud PBX account and Laughing Rock Cloud Services reserves the right to change the destination of such international communication traffic at any time without notice to Customer.
    1.6 “On Network Services” shall mean those Services that are provided by LRT on a network system operated by LRT.
    I.7 “Off Network Services” shall mean those Services that are either provided solely by a third-party or provided either partially or wholly off of LRT’s operated network.
    1.8 “Laughing Rock Cloud” means a software platform owned and developed by Laughing Rock Technology, LLC that includes an underlying operating system, designed to be run in a virtualization environment that enables many copies of Laughing Rock Cloud to run on a virtualized server provided by LRT. Certain On Network Services are powered by Laughing Rock Cloud and these Services are limited to Hosted Cloud PBX, SIP Trunking, associated IP telecommunications and hosting services.
  2. Provision of Services. LRT will provide those Services selected by Customer and set forth, from time to time, on sales orders, in accordance with the terms and conditions of this Agreement.
  3. Term. This Agreement shall become effective on the date that Customer signs this Agreement. This Agreement shall remain in effect until the last of any Services received by Customer from LRT is terminated. The initial term for each of the Services shall be as set forth in the sales order (the “Initial Laughing Rock Term”). Customer shall receive a SOSN (as defined in Section 7) from LRT for each Service. The SOSN shall set forth the date upon which the Initial Term commenced for that Service. This shall be the same as the Actual Start Date (as defined in Section 7). The Initial Term of each Service shall automatically renew for a successive thirty six (36) month term at the then-current one month rates (the “Renewal Term(s)”) (collectively, with the Initial Term, the “Term”), unless either LRT or Customer provides written notice of its intent not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term. If, for any reason, the Term for any Services shifts to a month-to-month basis, then the fees for these Services shall be billed on a monthly basis at the then-current monthly rates.Notwithstanding the foregoing. LRT and Customer shall have the right to terminate this Service Agreement and any of the Services provided through this Agreement, as provided herein. However, it is understood that in the event of a partial cancellation or termination, the terms and conditions of this Agreement shall continue to govern the remainder of the parties’ relationship.
  4. Billing and Fees. Customer shall pay LRT for any supplemental charges applicable to the Services, such as charges for incremental usage, design changes, Service relocation, maintenance and expedites requested by Customer. It is understood that changes to these rates and supplemental charges may be made from time to time, under the terms of this Agreement. For any adjustments resulting in material additional or material increased charges or a material reduction in Service for any Service, excluding changes set forth in Section 5 (“Regulatory-related Rate Adjustments”), Customer shall have the right to cancel the affected Service(s) under month to month contracts, without penalty, by sending notification to accounting@laughingrock.com from an authorized representative of Customer. Once email notification has been received, LRT will then acknowledge Customer’s request with a return receipt of the notification. At that time, LRT will cancel the Service. Failure to provide written notification of cancellation within this time period shall be deemed acceptance of the changed terms. Customer may not cancel the Service purchased under a one year, two year, or three year contract under this section. For international calling only, all calls will be billed in six (6) second increments after a thirty (30) second minimum and in some cases Laughing Rock Cloud Services may require Customer to pre-pay an amount, determined by Laughing Rock Cloud Services on a case by case basis, to the Customer’s account based on projected international call usage. All calls to Mexico are billed in 1 minute increments.Customer shall pay the initial set up fees itemized on a sales order and all other fees itemized on the sales order in full upon successful delivery of the Service. Thereafter, Customer shall pay, in advance of the Service, those fees as stated on a monthly, yearly, every two years, or every three years invoice from LRT per the payment terms of that invoice via credit card. The parties acknowledge that LRT shall not be extending credit to Customer. Customer is responsible for safeguarding Customer’s account information and credentials, and will be liable for all costs incurred due to misuse of Services arising out of compromised account information or credentials.In the event Customer fails to make full payment by the Due Date, Customer also shall pay a late fee in the amount of the lesser of one and one-half percent (I 1/2%) of the unpaid balance per month or the maximum lawful rate under applicable state law that shall accrue from the Due Date. Customer shall pay any amounts incurred by LRT in the collection of past-due amounts owed, including, but not limited to, reasonable attorneys’ fees and costs. Further, in the event Customer fails to make full payment by the Due Date, LRT may suspend the Service(s). Notwithstanding statements to the contrary herein, Customer has the right to withhold payment of fees related to the Service(s) being provided by LRT hereunder that Customer disputes in good faith; provided that, should this occur, Customer agrees to provide written notice to LRT within thirty (30) days of such time as payment or invoice is due. Customer shall not have the right to dispute any invoice after the expiration of this thirty (30) day time period. During the period of time that there is a reasonable dispute pending and Customer is withholding monies on account of such reasonable dispute, LRT shall not invoke any additional charges on account of the unpaid disputed amount, take any action against Customer on account of such good faith dispute, or withhold the Services otherwise due to Customer hereunder, as a result of said withholding. Customer will not withhold payments that are not subject to the above good faith dispute requirements and the provisions of this Section shall apply to any payments which are not in dispute. Such suspension may be rescinded by LRT upon payment in full of Customer’s account and payment of a service reconnection charge (“Service Reconnection Charge”) equal to the Monthly Recurring Charges set forth on the applicable sales order.In the case where this Agreement includes the delivery of Services to multiple locations and Service delivery is delayed definitely or indefinitely due to circumstances beyond the immediate control of LRT, as determined by LRT in its sole, reasonable discretion, Customer shall pay such partial fees for those portions of the Service which are not so delayed. Partial delivery of Service, in this manner, shall not constitute a failure to fulfill the Agreement or cause for Termination as described in Section 12.
  5. Regulatory-related Rate Adjustments. In the event that Customer contracts for Services subject to federal, state, or local regulation, and notwithstanding any other provision herein to the contrary, LRT may, upon prior email or written notice to Customer when practicable, modify, change or add to: (a) the rates, (b) the regulated Service(s), and/or (c) the other terms and conditions contained in the Agreement, including without limitation, surcharges and other charges, to reflect the impact of: or to effect, such regulatory activity. Laughing Rock Cloud Services makes no representations or warranties that the FCC, PUCs, or any type of governmental body, whether federal, state (provincial), or local, or any underlying providers will not make any changes to existing laws, regulations, and/or tariffs that could impair Laughing Rock Cloud Services’ ability to deliver Services to Customer. In consideration of the Services provided, Customer shall pay LRT those fees itemized on the sales orders. If any local, state, federal, public or quasi-public governmental entity or its political subdivision imposes any taxes, fees, surcharges or other charges or obligations on Laughing Rock Cloud Services as a result of Laughing Rock Cloud Services’ sale of Services or Customer’s use of Services, Customer shall pay any such obligations (Additional Charges) and indemnify Laughing Rock Cloud Services for any liability or expense associated with the Additional Charges. If Additional Charges are assessable to support the federal Universal Service Fund (USF), Laughing Rock Cloud Services may elect to calculate and charge Customer in accordance with applicable regulations of the government authority having jurisdiction (USF Charges).
  6. Use of Services.
    6.1 All Services6.1.1 Any use of LRT’s systems that is in violation of LRT’s Acceptable Use Policy, as such policy is set forth at https://www.laughingrock.com/policies the terms of which are incorporated herein by reference and as may be amended from time to time, in LRT’s sole discretion, or disrupts the normal use of the system for other LRT customers, shall be considered abuse of the system. It is understood that LRT may monitor Customer’s use of the system for violations of the Acceptable Use Policy and any other terms and conditions applicable to the use of the systems. LRT reserves the right to remove and/or block all communications if it suspects a violation of these policies, terms, or conditions if, in its sole, reasonable discretion, it deems such action necessary to protect the system, LRT, or its affiliates, directors, officers, agents, employees, or other customers, from harm. LRT’s privacy policy may be amended from time to time, in LRT’s sole discretion, and is set forth in the privacy policy located on https://www.laughingrock.com/policies the terms of which are incorporated herein by reference.6.1.2 Customer shall be the end-user of the Service. The Service is not to be resold or distributed without the prior express, written consent of LRT.6.1.3 Customer may be required to maintain a secure password for use of a Service. Password requirements shall be established by LRT. Customer is solely responsible for maintaining the security and integrity of his, her or its password.

    6.1.4 Customer shall not use any process, program or tool via LRT’s system for guessing the passwords or circumventing any security measures of LRT customers or other systems. Customer shall not use LRT’s system to make unauthorized attempts to access the systems and networks of others.

    6.1.5 Customer shall not copy or alter, or cause a third party to copy or alter, any firmware or software related to the Services. Customer is solely responsible for any costs, liabilities, or charges incurred as a result of such actions. Customer shall not attempt to hack or otherwise disrupt the Services or make any use of a Service that is inconsistent with its intended purpose.

    6.1.6 Customer shall use the Service in accordance with all applicable local, state and federal laws, including but not limited to, obscenity laws. Customer shall not use the Service to conduct any business or activity or solicit the performance of any activity that is prohibited by law, nor shall Customer’s use of the Service impinge upon the use of LRT’s system by other customers.

    6.1.7 LRT has not granted to customer any license to use any firmware or software provided to Customer in connection with the Services, other than a nontransferable, revocable license to use the firmware or software in object code, strictly according for the uses contemplated by this Agreement. With regard to Laughing Rock Cloud, Customer agrees that customer may not reverse engineer or decompile the software, that title to the Software does not pass to Customer (meaning the intellectual property to the software is owned by Laughing Rock Technology, LLC and is not transferred to Customer), that Laughing Rock Technology, LLC is not liable to Customer for any damages whatsoever, including direct, indirect, incidental, or consequential damages arising from use of the software, that Laughing Rock Technology, LLC does not warrant the software will be uninterrupted or error free or that the software will meet Customer’s specific requirements, that the software may be subject to the U.S. Export Administration Act and its associated regulations and international import and export regulations, with which Customer agrees to comply, states that the term of the end user license for the software expires at such time as Customer discontinues use of software as no perpetual rights to use are granted under the end user license agreement, that Customer may not transfer or duplicate the software except for a backup copy, and that the software is licensed, not sold, for Customer’s nonexclusive and non-transferable use.

    6.1.8 Customer is responsible for maintaining the integrity of the Services it receives from LRT that are under the control of Customer. This includes, without limitation, guarding against fraudulent usage of voice and data services. Customer shall secure VolP communications using strong password policies and prudent security measures, Fraudulent calls made and the associated liability from using international VolP are the Customer’s sole responsibility. Laughing Rock Cloud Services makes no representations or warranties that it will monitor any international calling activities or records with regard to fraudulent use. Customer shall be responsible to LRT and shall indemnify, hold harmless, and defend LRT and Laughing Rock Technology, LLC for any and all costs, including Service charges incurred through fraudulent, improper, or other use stemming from activities that are under Customer’s control. By way of example and not limitation, this would include long-distance voice charges for calls made using Customer’s handset and line.

    6.1.9 Violations of any of the LRT conditions of use are unethical and may be deemed criminal offenses. Customer shall report to LRT any information Customer may have concerning instances in which the conditions of use have been or are being violated. When LRT becomes aware of any possible violations, LRT will initiate an investigation, In the event that LRT determines that Customer has violated or will violate any of these policies, LRT may take such action as deemed to be appropriate under the circumstances as known to LRT at the time such action was taken to eliminate or preclude such violation. LRT shall not be liable for any damages of any nature suffered by any Customer, Client, or third party resulting in whole or in part from its exercise of its rights under these policies, Customer is responsible for any charges resulting from the violation of these policies including but not limited to charges resulting from the compromise of any Customer secure password or Service under the control of Customer.

    6.1.10 Notwithstanding anything herein which may indicate or require otherwise, including, without limitation, any requirements that LRT provide certain notices to Customer, Customer’s use of any Service is an absolute acknowledgement by Customer that Customer has received delivery of such Service.

    6.2 Terms applicable only to Customers who rent Laughing Rock Technology, LLC phones.

    6.2.1 Customers may rent Laughing Rock Technology, LLC phones or other Equipment from LRT on a monthly basis.

    6.2.2 The monthly rental charges and the rental period are provided in the relevant Quote or Sales Order.

    6.2.3. Customer acknowledges and agrees that Laughing Rock Technology, LLC phones shall at all times be the sole property of LRT and not of Customer, and Customer shall not remove (or permit anyone else to remove) any notices pertaining to ownership of the phones.

    6.2.4 To the extent the terms of this Agreement do not otherwise conflict, the Laughing Rock Technology, LLC phones must be returned in accordance with the Laughing Rock Technology, LLC return policy a copy of which is available here: http://www.LaughingRock.com/policies/return-policy. Generally, in advance of returning rented phones to LRT’s return center, which is located at Laughing Rock Technology, LLC, 5 Old Wernersville Road, Sinking Spring, PA 19608. Customer must contact LRT’s technical support department to request an RMA number for tracking purposes during the return process. The RMA number must be clearly visible on the outside of the shipping box(es) and return slip. The phones must be returned in the original packaging. Customer pays the shipping costs to have the phones shipped to Customer and Customer is responsible for all costs related to packing and shipment of the phones to LRT’s return center at the end of the rental period.

    6.2.5 Throughout the rental period Customer assumes all risk of loss or damage to phones.

    6.2.6 Customer agrees to use the phones solely in connection with the Service and in accordance with this Agreement and to the extent the terms of this Agreement do not otherwise conflict in accordance with the Laughing Rock Technology, LLC phone EULA a copy of which is located at http://www.LaughingRock.com/policies the terms of which are incorporated herein by reference.

    6.2.7 Customer agrees to use the Laughing Rock Technology, LLC phones solely at the physical address registered with LRT and must not remove any Laughing Rock Technology, LLC Phones from such address.

    6.2.8 Upon any expiration or termination of the rental period, the phones must be returned to LRT’s return center. If Customer fails to return the phones to LRT’s return center at the expiration of the rental period or if the phones are returned to LRT’s return center but LRT determines the phones are damaged (beyond normal wear and tear) or were destroyed or lost during shipping to LRT’s return center then LRT will generate an invoice to the Customer for the MSRP of the Laughing Rock Technology, LLC phones and charge the amount of that invoice to the credit card stored in the Customer’s LRT account record.

    6.2.9 Customer must use best efforts to maintain the phones in good repair and working condition with exceptions for normal wear and tear. Customer must not pledge the phones as security for any debt or allow liens or encumbrances to be assessed against such phones. Customer must not transfer or loan the phones to any other party.

  7. Start of Service.The Requested Start Date (“RSD”) for each Service shall be set forth in a sales order. LRT will make commercially reasonable efforts to meet the RSDs. The installation interval shall be determined on an individual basis. LRT shall make reasonable efforts to provide Services within its Standard Service Installation Interval or by the RSD set forth on the sales order. It is understood that failure of IT I to deliver by either such date shall not constitute a default under this Agreement and LRT shall not be liable to pay Customer any penalties or damages stemming from its failure to meet such Standard Service Installation Intervals. If Customer requests to either delay or otherwise replace its confirmed start date, additional charges and fees may apply. Additional charges will also apply if Customer cancels an installation appointment without proper notice or otherwise fails to make proper arrangements for its installation, which results in LRT having to reschedule to complete installation. Once a Service is on line, LRT will issue a notice to Customer (the “Start of Service Notice” or “SOSN”). Prior to the SOSN, LRT shall test the Service to verify it works. The SOSN shall not be more than 48 hours from the time that LRT has completed testing and the Service is available for use. The date of the SOSN shall be deemed to be the date upon which that Service commenced (the “Actual Start Date”). Customer will be billed applicable usage charges beginning on the Actual Start Date, regardless of when Customer actually begins using the Service. Customer shall be able to view the Actual Start Dates for the Services by reviewing the first monthly statement of service supplied at install. If Customer fails to give written notice that the Service is in material non-compliance with the terms of this Agreement within two (2) business days after LRT issues the SOSN, Customer shall be deemed to have accepted such Service. As stated above, LRT shall test the Services to verify that they meet the commitments set forth in this Agreement. Unless otherwise stated in this Agreement, this shall be the extent of the testing performed by LRT. Customer has sole responsibility for installation, testing and operations of its facilities, services and equipment. Customer is also responsible for ensuring that the Services are compatible with its existing systems and devices. LRT shall only be responsible for the installation of the Services.
  8. Equipment.
    8.1 LRT may sell to Customer certain devices, including, but not limited to phones, routers, switches, and modems, etc. (“Purchased Devices”) for Customer’s use in conjunction with the Services. Full payment for Devices shall be due at the time of purchase. Purchased Devices shall be listed on a sales order. Ownership of, and title to, the Purchased Devices shall transfer from LRT to Customer at the time of sale. Customer will own and bear all risk of loss, theft, or damage.8.2 As set forth in Section 9, LRT makes no warranty as to the Devices. Any warranties on Devices which are Laughing Rock Technology, LLC products are provided under the terms and conditions of Laughing Rock Technology, LLC’s warranty policy. LRT may provide assistance with repair or replacement of Devices. In some instances, at possibly at an additional charge. LRT may also offer certain types of support pursuant to certain service plans if Customer elects to pay for and receive this additional Service, the terms and conditions for which are set forth in this Agreement.8.3 Customer may elect to use its own equipment instead of purchasing equipment direct from LRT. LRT shall not be responsible in any way for the compatibility or fitness for use of any Customer-supplied equipment.8.4 Customer acknowledges that the performance of equipment, including the Purchased Devices and equipment supplied by Customer, can be affected, and thus the corresponding Services can be directly impacted, by environmental conditions, which are out of the control of LRT. It is the responsibility of Customer to ensure that such equipment is receiving proper care, such as proper cooling, a clean power supply, being housed in proper facilities, etc. In addition, LRT will in no way be responsible to Customer for any damage caused by these factors to the Purchased Equipment, customer’s supplied equipment, or any degradation in Service performance resulting there from.
  9. Representations, Warranties, and Acknowledgements.Representations and Warranties of LRT. LRT hereby represents, warrants, and covenants that:
    • (i) It has the requisite power and authority to execute, deliver and perform its obligations under this Agreement;
    • (ii) The Services will conform to the specifications set out in this Agreement;
    • (iii) Its provision of the Services does not and will not violate, infringe, or misappropriate the intellectual property rights of any third party.
    • (iv) It will adhere to the terms and conditions of this Agreement;Representations and Warranties of Customer. Customer hereby represents, warrants, and covenants that:
    • (i) It has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; and o (ii) It will make all payments on time;
    • (ii) It will abide by this Agreement, including all applicable terms of use; and also abide by all applicable laws.
    • (iii) It will not introduce to any LRT system, any code, device, criteria, mechanism or function which may be used to restrict, damage, disable. destroy or otherwise shut down or alter any portion of the LRT system;
    • (iv) It will not introduce into any LRT system, any malicious code, commands, instructions, programs or other internal components (e.g., a computer “virus,” computer “worm;’ computer “time bomb,” “Trojan horse,” “back door,” or malware);
    • (v) It will take reasonable steps to protect the LRT system, and assist with troubleshooting;
    • (vi) It will not use the Services to violate, infringe, or misappropriate the intellectual property rights of LRT or any third party.Disclaimer of Warranties and Emergency 911 CallingCustomer acknowledges that the information available via LRT’s system and/or through the interconnecting networks may not be accurate and that LRT makes no representation or warranty of any kind, either express or implied, regarding the quality, accuracy, or validity of the data and/or information available from or through such networks. Use of information obtained from or through LRT’s system is at the Customer’s risk.EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN SOME INSTANCES, LRT IS SUPPLYING DEVICES (PURCHASED DEVICES) TO CUSTOMER NECESSARY FOR CUSTOMER TO RECEIVE THE SERVICES, LRT IS NOT THE MANUFACTURER OF THE PURCHASED DEVICES AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION, QUALITY, PERFORMANCE, OR NON-INFRINGEMENT OF THE PURCHASED DEVICES. WITH RESPECT TO LRT, CUSTOMER’S PURCHASE OF THESE DEVICES IS “AS-IS.” PURCHASED DEVICES SHALL BE SUBJECT TO ANY WARRANTIES PROVIDED TO CUSTOMER BY THE DEVICE MANUFACTURER. MODIFICATIONS MAY VOID OR OTHERWISE LIMIT ANY WARRANTY APPLICABLE TO THE DEVICES. LRT MAY PROVIDE ASSISTANCE WITH THE DEVICES, INCLUDING REPLACEMENT AND REPAIR, AT AN ADDITIONAL CHARGE. LRT MAY OFFER AND CUSTOMER MAY ELECT TO PURCHASE A SERVICE PLAN FOR CERTAIN DEVICES. LRT MAKES NO WARRANTIES WHATSOEVER AS TO THE COMPATIBILITY OF ITS SERVICES WITH EQUIPMENT, DEVICES OR SOFTWARE SUPPLIED BY CUSTOMER OR PURCHASED BY CUSTOMER FROM A VENDOR OTHER THAN LRT AND LRT MAKES NO WARRANTIES OF NON-INFRINGEMENT.
    1.  EMERGENCY 911 CALLING
      9.1 Enhanced 911 Versus Basic or Limited E911.
      Laughing Rock Cloud Service’s 911 dialing (“911 Dialing”) is different from traditional 911 service. Laughing Rock Cloud Services’ customers have access to either basic 911 or Enhanced 911 (“Enhanced E911 “) service, depending on the capability of their emergency center. Enhanced E911 Service. With Enhanced E911 service, when you dial 911, your telephone number and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary.Basic and Limited E91l Service. Customers in locations where the emergency center is not equipped to receive, capture or retain your telephone number and/or address have basic 911 or limited E911. With basic 911 or limited E911, the local emergency operator answering the call may not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he or she may not be able to call you back or dispatch help if the call is dropped or disconnected, or if you are unable to speak. As additional local emergency centers upgrade to Enhanced E911 and become capable of receiving all of our customers’ information, Laughing Rock Cloud Services will automatically upgrade customers with basic or limited 911 to Enhanced E911 service. Laughing Rock Cloud Services will not give you notice of the upgrade. By using Laughing Rock Technology, LLC Cloud’s service, you authorize Laughing Rock Cloud Services to disclose your telephone number, name and address to third-parties involved with providing 911 Dialing to you, including, without limitation, call routers, call centers and local emergency centers.9.2 You Must Notify All Users That 911 Dialing is Different Than Traditional 911 Service.

      You should inform all employees, guests and other third persons who may be present at the physical location where you utilize Laughing Rock Cloud Services’ of the important differences in and limitations of Laughing Rock Cloud Services’ 911 Dialing as compared with basic 911 or Enhanced E911.

      9.3 You Must Register the Location of Your Physical Address.

      For each phone line and telephone number that you utilize with the Laughing Rock Cloud Services’, you must register with Laughing Rock Cloud Services the physical location where you will be using the Laughing Rock Cloud Services’ with that phone number. Your initial location will be registered as a part of subscribing to the Laughing Rock Cloud Services’. It is incumbent on you to confirm the accuracy of your physical address, and if you have any changes, additions or transfers of phone numbers you must notify us immediately by calling us or by e-mailing support@laughingrock.com. Laughing Rock Cloud Services is providing a VolP Trunking solution for businesses intended strictly for use at the physical address of the business. Users who are residential users or who have nomadic equipment or phones where the calling location changes as the Device moves to another location may not use Laughing Rock Cloud Services’. If you are a residential user or nomadic user who attempts to make unauthorized use of Laughing Rock Cloud Services’ from the new location, 911 calls made will be sent to an emergency center near your old address. If Customer fails to provide an accurate physical address or fails to provide any address at all and dials 911, LRT reserves the right to charge Customer up to $2.00 per call.

      9.4 Outages May Disrupt Laughing Rock Technology Cloud Services’ and/or E911 Dialing.

      • Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Laughing Rock Cloud Services’, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Laughing Rock Cloud Services’, including 911 Dialing.
      • Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband Service or Internet Service Provider (“ISP”) Service. Service outages or suspensions or disconnections of service by the underlying broadband provider or ISP will prevent all Laughing Rock Cloud Services’, including 911 Dialing, from functioning.
      • Service Outage Due to Disconnection of Your Laughing Rock Cloud Services Account. Service outages due to disconnection of your account will prevent all Laughing Rock Cloud Services’, including 911 Dialing, from functioning.
      • Service Outages Due to Customer Premise Equipment, ISP or Broadband Provider Blocking of Ports or Other Acts. Your Firewall, ISP, broadband provider or other third party may intentionally or inadvertently block the ports over which the Laughing Rock Cloud Services’ is provided or otherwise impede the usage of the Laughing Rock Cloud Services’. If you suspect this has happened to you, you should alert us to this situation and we will work with you to attempt to resolve the issue. During the period that the ports are being blocked or your Laughing Rock Cloud Services’ is impeded, your Laughing Rock Cloud Services’, including 911 Dialing, may not function. You acknowledge that Laughing Rock Cloud Services is not responsible for the blocking of ports by any firewall or third party or any other impediment to your usage of the Laughing Rock Cloud Services’, and any loss of Laughing Rock Technology Cloud Services’, including 911 Dialing, which may result. In the event you lose service as a result of blocking of ports or any other impediment to your usage of the Laughing Rock Cloud Services, you will continue to be responsible for payment for the Laughing Rock Cloud Services charges unless and until you disconnect the Laughing Rock Cloud Services’ in accordance with the terms of your written agreement with Laughing Rock Cloud Services covering the Laughing Rock Cloud Services’.
      • Other Service Outages. If there is a service outage for any reason, such outage will prevent all Laughing Rock Cloud Services’, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this policy.

9.5 Network Congestion May Reduce Speed of Routing or Answering 911 Dialing Calls.

There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Laughing Rock Cloud Services’ as compared to traditional 911 dialing over traditional public telephone networks.

9.6 Changes to Your Address or Use of a Non-Native Number May Cause Delays in Assistance.

Address changes through the process described in paragraph 4 above require processing, and delays in updating your new address in an applicable automatic location information (ALI) database may impair or restrict the ability of emergency personnel to help you. You should allow at least 12-24 hours for the ALI database to update before your new address will be available to emergency personnel, were available. In addition, if you move to a location that uses a different area code, exchange or other number system from the telephone number that has been assigned to you, processing your emergency call may be delayed by a local emergency center.

9.7 Disclaimer of Liability and Indemnification.

Laughing Rock Cloud Services does not have any control over whether, or the manner in which, calls using Laughing Rock Cloud Services’ 911 Dialing service are answered or addressed by any local emergency response center. Laughing Rock Cloud Services disclaims any and all responsibility for the conduct of local emergency response centers. Laughing Rock Cloud Services relies on third parties to assist it in routing 911 Dialing calls to local emergency response centers. Laughing Rock Cloud Services’ disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. None of Laughing Rock Cloud Services, its affiliates, or any of their partners, shareholders, members, directors, managers, officers, employees or agents may be held liable for any claim, cause of action, damage, loss, liability, expense, cost, fee, charge, or penalty, and by using the Laughing Rock Cloud Services’ you hereby waive any and all such claims, causes of action, damages, losses, liabilities, expenses, costs, fees, charges, or penalties, arising from or relating to Laughing Rock Cloud Services’ 911 Dialing service unless such claims, causes of action, damages, losses, liabilities, expenses, costs, fees, charges, or penalties arose solely from Laughing Rock Cloud Services’ gross negligence or willful misconduct. You shall defend, indemnify, and hold harmless Laughing Rock Cloud Services’, its affiliates, all of their partners, shareholders, members, directors, managers, officers, employees and agents, and any other service provider who furnishes services to you in connection with the Laughing Rock Cloud Services’, from any and all claims, causes of action, damages, losses, liabilities, expenses, costs, fees, charges, or penalties (including, without limitation, attorneys’ fees) by, or on behalf of: you or any third party relating to the absence, failure or outage of the Laughing Rock Cloud Services’, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Laughing Rock Cloud Services’ to be able to use 911 Dialing or access emergency service personnel.

9.8 You May Want to Make Alternate 911 Arrangements or Choose Not to Use Laughing Rock Cloud 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 disconnecting the Laughing Rock Cloud Services’.

  1. Indemnification. Customer shall indemnify, defend and hold harmless LRT and Laughing Rock Technology, LLC from and against any and all loss, claim, liability, damage, cost or expense (including, without limitation, court costs and reasonable attorneys’ fees) arising in connection with the receipt and use of the Services or in any way related to Customer’s performance under this Agreement, including, but in no way limited to, a breach by Customer of its representations and warranties, except those losses, claims, liabilities, damages, costs or expenses arising out of the willful misconduct of LRT, its employees, agents or other representatives.
  2. Limitation of Liability. LAUGHING ROCK TECHNOLOGY, LLC SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF BUSINESS OR LOSS OF PROFIT. ANY LAUGHING ROCK TECHNOLOGY, LLC LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY KIND UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO LRT UNDER THIS AGREEMENT. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS AGREEMENT.
  3. Termination. LRT may terminate all, or any portion of this Agreement, at any time, for any reason, upon sixty (60) days’ notice to Customer. Customer may terminate the entire Agreement as a whole without cause upon thirty (30) days prior written notice to support@LaughingRock.com due to LRT modifying the terms of this Agreement as detailed in Section 21 under the heading Amendments.Either party may terminate this Agreement, or any portion of this Agreement (such as a Service Agreement) for cause, provided that the party wishing to terminate first provides written notice to the other party, specifying the alleged cause for termination. The party alleged of the breach shall then have a period of thirty (30) days from receipt of this notice to correct the situation. “Cause” is defined as (i) the failure of Customer to pay any amounts for Services that are undisputed (provided any disputes are reasonable and in good faith) and set forth on LRT within thirty (30) days after the date of the invoice., (ii) Any material failure by a party to comply with or to perform any material nonpayment provision or condition of a this Agreement and the continuance of such failure for a period of thirty (30) days after notice thereof to such party; or (iii) A party becomes insolvent, is unable to pay its debts when such debts become due, or is the subject of a petition in bankruptcy, whether voluntary or involuntary, or of any other proceeding under bankruptcy, insolvency or similar laws; or makes an assignment for the benefit of creditors; or is named in, or its property is subject to a suit for appointment of a receiver; or is dissolved or liquidated.

    If LRT terminates all or any portion of this Agreement for Cause or if Customer terminates all or any portion of this Agreement without cause, Customer shall be responsible for the full remaining balance of all amounts owed for the remaining Term of the terminated portion of the Agreement, including, without limitation, payments for terminated Services, the balances of which shall be accelerated and due to LRT in full within thirty (30) days of said termination. If LRT elects to terminate other than for Cause (as prescribed above), then Customer shall be responsible for paying all amounts owed under this Agreement up and until the date of termination but shall not incur any termination liability.

    Customer agrees that actual damages in the event of a termination by LRT for cause or an improper termination by Customer will be difficult or impossible to ascertain and that the amounts due as set forth in this section are intended, therefore, to establish liquidated damages and not intended as a penalty.

  4. Out-of-Service Credit. Applicable Out-of-Service Credits, if any, are made available upon the following formula(s):Unavailability Event Duration – Up to One Hour = 1 hour credit Unavailability
    Event Duration > 60M in = 1 day credit
    Aggregate duration of outages during a 30 day period> 8hrs = 1 week credit
    Aggregate duration of outages during a 30 day period> 18hrs = 1 month credit
    Amount to be credited to the customer’s account is established as follows:
    Total Services Consumed Last Billing Cycle / 31 = 1 Day Credit
    1 Day Credit / 24 = 1 Hour Credit
  5. Service Suspension / Maintenance. LRT may from time-to-time suspend a Service for routine maintenance. LRT shall provide Customer advance notification of the Service suspension. LRT may also suspend any Service for non-payment upon ten (10) days’ notice to Customer. Such Service suspensions are not considered an out-of-service condition, provided that the Service is restored by the end of the period specified in the notification. This section is not intended to impact the ability of LRT to suspend or terminate a Service as otherwise provided in this Agreement.
  6. Intellectual Property / Proprietary Information. Customer acknowledges that this Agreement is not intended to transfer ownership of any intellectual property. LRT shall continue to own and retain all of its intellectual property, including, but in no way Iimited to, patents, inventions, trade secrets, trademarks, service marks, trade names, logos, designations, copyrights and other proprietary rights, and Customer agrees that it will not at any time during or after the term of this Agreement, assert or claim any interest in or do anything that may adversely affect the validity of any trademark, service mark, trade name, logo, designation or copyright belonging to or licensed to the LRT (including, without limitation, any act or failure to act which may infringe or lead to the infringement of any of the proprietary rights) except that Laughing Rock Technology, LLC owns all rights to Laughing Rock Cloud.Confidentiality. Anything provided by LRT to Customer which is marked in writing so as to indicate it is confidential must not be used by Customer for Customer’s own benefit, except in connection with the performance of this Agreement, or disclosed by Customer to any party other than the directors, officers and employees of Customer.
  7. Force Majeure. If LRT’s performance of any obligation under this Agreement is prevented, restricted or interfered with by causes outside of LRT’s control such as acts of God, explosions, vandalism, cable cuts, storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strikes, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then LRT shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. LRT shall use commercially reasonable efforts under the circumstances to avoid or remove such causes of nonperformance with reasonable dispatch. If such occurrence occurs for a period of at least sixty (60) days, then Customer shall have the option to terminate this Agreement effective upon date of written notice to LRT, without liability.
  8. Notices. All notices required or permitted to be given hereunder shall be in writing (including electronic mail sent to the addresses set forth on Page I of this Agreement) and deemed given (a) when personally delivered, (b) one (I) day after delivered to an overnight courier guaranteeing next day delivery, (c) three (3) days after deposited in the United States mail, postage prepaid, sent certified or registered or (d) the date upon which the electronic mail was sent. All notices shall be addressed to the parties at the addresses specified above or to such other address as hereafter designated in writing by the applicable party in the manner provided in this Section 17 for the giving of notices.
  9. Attorneys’ Fees. If a proceeding is brought for the enforcement of this Agreement (including the collection of any amounts owed hereunder) or because of any alleged or actual dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such action or proceeding in addition to any other relief to which such party may be entitled.
  10. Prior to invoking legal action against the other party due to a disagreement, claim, dispute or controversy relating to the terms of or performance under this Agreement or arising under this Agreement in any way (“Dispute), the party with the Dispute must send the other party written notice identifying the Dispute which notice must contain sufficient detail so as to permit the other party to make good faith efforts to attempt to resolve the dispute. Within fourteen (14) days after receipt of the written notice, executive representatives of the parties with authority to finally settle the dispute shall meet at a mutually agreed upon location, which may occur via a telephone conference call for the purpose of determining whether they can resolve the Dispute themselves by agreement. If the parties have not been able to reach a mutually acceptable resolution on the Dispute within fourteen (14) days after the initial meeting, then the parties shall resolve the matter in accordance with the procedures of this Section.Any Dispute which the parties do not resolve in accordance with the above must go to mediation prior to either party filing suit against the other. Mediation shall be conducted in accordance with the laws and rules of the applicable jurisdiction, forum, and venue which are applied under Section 21. The parties will mutually agree upon a neutral mediator within thirty (30) days of receipt of a written request to mediate from the party with the Dispute. Neither party may unreasonably withhold consent to the selection of the mediator. If the parties are unable to agree upon a mediator, each party shall select one (1) mediator and the two (2) mediators shall select a third (3rd) mediator. This third (3rd) mediator shall serve as the sole mediator and the other two (2) selected mediators shall no longer be involved in the mediation process following the selection of the third (3rd) mediator. Each party will bear its own costs of mediation, but the parties will share the costs of the mediator equally. Each party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to finally settle the Dispute. If the Dispute remains unresolved thirty (30) days following the first date on which the parties attend a mediation session under this section, either party may then submit the Dispute to a court of competent jurisdiction. If contractual waiver of a jury trial is permitted by applicable law each party irrevocably consents to a bench trial and waives the right to a trial by jury as a means of relief for any Disputes relating to this Agreement. Neither party may take any legal action against the other, with the sole exception being that either party may obtain an injunction, until one (1) business day following the unsuccessful conclusion of good faith efforts by both parties in mediation to resolve the Dispute. To the maximum extent permitted by applicable law, in no event shall actual damages awarded by a court exceed the amount set forth in Section 11 of this Agreement. All proceedings must be conducted in English.
  11. Marketing Customer may unsubscribe from marketing communications sent by Laughing Rock Technology, LLC and Laughing Rock Cloud Services at any time by clicking the unsubscribe button at the bottom of any marketing e-mail or un-subscribing via www.LaughingRock.com by logging into the Customer’s user account, going to manage e-mail subscriptions and changing the settings as Customer wishes.
  12. Miscellaneous Provisions.Past Due Accounts: In the event Customer is past-due on amounts owed, Customer shall not be entitled to any applicable out-of-service credit. In addition, LRT may, at its sole option, refuse to provide additional Services or allow Customer to place additional orders; place Customer’s account on “hold”; and refuse to provide support for the Services, including the issuance of new “trouble tickets.” Customer shall receive email notification that its account will be placed on “hold” unless Customer pays the past-due amounts, including any applicable fees. LRT shall not be responsible in any way for damages caused by or expenses incurred by Customer resulting from placing Customer’s account on “hold”.

    Technical Support: LRT shall not be responsible for any charges incurred by Customer for Customer’s engagement of a third party to perform technical support, whether related or unrelated to the Services and/or Devices (except where specifically noted in an applicable service plan).

    Relationship of the Parties. Nothing in this Agreement will create, or shall be construed to create, any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

    Severability. If any provision of this Agreement is held to be unenforceable, the Parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision and the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect.

    Waiver, Remedies Non-Exclusive. No failure of delay on the part of any Party in exercising any right or remedy provided in this Agreement will operate as a waiver thereof; nor will any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy provided herein or at law or in equity. Except as expressly provided herein, no remedy specified in this Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and in addition to every other right or remedy provided herein or available at law or in equity.

    Applicable Law, Forum ,jurisdiction, and venue. This Agreement shall be governed by the laws of the USA and, to the extent that no federal law applies, the laws of the State of Pennsylvania, USA, and by the applicable Rules which are specified in the Dispute Resolution Section of this Agreement. Forum jurisdiction and venue for any legal claims or actions arising under this Agreement shall be determined in accordance with such law. The United Nations Convention on International Sale of Goods, the application of which is expressly excluded, does not govern this Agreement.

    Headings. The headings of the sections, subsections, and paragraphs of this Agreement are inserted for convenient reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

    Assignment. The Customer may not assign this Agreement, in whole or in part, including without limitation by operation of law, without Laughing Rock Cloud Service’s prior written consent. Any attempt to assign this Agreement without such consent will be null and void. Laughing Rock Cloud Services may assign this Agreement without the Customer’s consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.

    Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties related to the subject matter hereof and shall supersede and/or replace any and all prior or contemporaneous oral and written communications including but not limited to the terms of any purchase orders with conflicting or supplementary language.

    Amendments. LRT reserves the right to change the terms of this Agreement from time to time without notice by posting the updated terms to http://www.LaughingRock.com/policies. When LRT changes the terms, LRT will also revise the version date on the top page of this Agreement. Your continued use of the Service after amended terms have been posted constitutes your acceptance of the updated Agreement. In the event LRT modifies this Agreement and you disagree with the modification you must provide LRT with thirty (30) days advance written notice of your termination of this Agreement without cause as detailed under Section 12 and you must include with the notice the modification you disagree with.

    Drafting. Both Parties have had sufficient time to consult their counsel (if desired) and both Parties understand and agree to all of the terms contained herein, so this Agreement shall be fairly interpreted in accordance with its terms without any presumption or strict construction in favor of, or against, either Party arising from the identity of the drafter.

    Execution. This Agreement may be executed electronically, in counterparts, or facsimile copies, each of which will be deemed an original, but all of which together will constitute one and the same instrument.