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MiSa Agapy Terms & Conditions
         
         
I. THE AGREEMENT

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

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

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

HAC may change the Terms and Conditions of the Agreement from time to time. Notices will be considered given and effective on the date posted at www.misaagapy.com. The Agreement posted supercedes all previously agreed to electronic and written Terms and Conditions.

II. EMERGENCY CALLING SERVICE

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

You acknowledge and understand that the Service does NOT support traditional 911 or E911 access to emergency services. You agree to inform any household residents, guests and other third persons who may be present at the physical location where you use the Service as to the non-availability of traditional 911 or E911 dialing from your HAC Service and Device(s).

B. Service Outage:

1. Power Outage

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

2. Broadband Service Outage

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

3. Service Outage Due to Suspension of Your Account

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

4. Other Service Outages

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

5. Limitation of Liability and Indemnification

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

III. SERVICE

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

B. Money Back Guarantee

HAC offers a 30-day money back guarantee, applicable to one primary line per account, not additional or secondary lines, and only for customers who prepaid the service for a one year or 6 months term. Under terms of the Money-Back Guarantee, HAC refunds the unused portion of the service which has been paid by the customer. HAC reserves the right to terminate or revoke the Money-Back Guarantee at any time, without prior notice.

Customer must cancel service within 30 days of the Activation Date. Equipment must be returned within 30 days and the customer gets a refund of one half of the price of the equipment, excluding shipping and handling. Usage must not exceed 500 minutes within the first 15 days of service. Customer is responsible for any charges for overage, international traffic or directory assistance. Cancellation may take up to two business days. Any usage after contacting HAC is Customers responsibility. Accounts exceeding 500 minutes of usage are not eligible for refund. Customer may not port away a new phone number (DID).

All returned equipment must be in the original packaging with the UPC or bar code intact. All components, manuals and registration card(s) must be included. Equipment must be returned with a valid return authorization number obtained from HAC Customer Care. Customer is responsible for return shipping of equipment. The money back guarantee will not be honored if Customer fails to meet all above requirements.

C. Residential Use of Service and Device

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

D. Business Use of Service and Device

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

E. Notice of Rate Changes

HAC may change the prices and charges for the Services from time to time. We may decrease prices without providing advance notice. Changes to any other rates, charges, or terms or conditions in the Agreement will be published at www.misaagapy.com and will be incorporated by reference into this Agreement.

F. Rounding Policy

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

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

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

H. Timing of Calls

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

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

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

J. Loss of Service Due to Power Failure

The Service does not function without power. Should there be an interruption in the power supply, the Service will not function until power is restored. A power failure or disruption may require you to reset or reconfigure equipment before using the Service. K. Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

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

L. Tampering with the Device

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

M. Theft of Service

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

O. Service Distinctions

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

P. No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The Service may not support 311, 511 and/or other x11 services in one or more (or all) service areas.

Q. No Directory Listing.

The phone numbers you obtain from us will not be listed in any telephone directories.

R. International DIDs or phone numbers

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

S. International Services

1. Foreign Carrier Restrictions.

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

2. Foreign Carrier Acts or Omissions.

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

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

T. Surcharges

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

U. Taxes

You are responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate.

V. Incompatibility With Other Services

You acknowledge that the Service may not be incompatible with other broadband services. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

IV. RESTRICTIONS ON THE USE OF SERVICE

A. HAC offers its services subject to availability of facilities, limitations of service offerings, and the provisions of this Agreement. B. Services provided by HAC under the Agreement will not be used:

(1) for any unlawful purpose;

(2) for making telephone calls that use automatic dialing devices and terminate into electronic information services, pay-per-call services, or other domestic or international audiotext services;

(3) for international call-back offerings using uncompleted call signaling to any country, when that country has prohibited such an offering by statute or regulatory decision;

(4) for business usage under a residential Service plan;

(5) in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior.

HAC reserves the right to immediately terminate your Service if, in our sole and absolute discretion, we determine that you have used the Service or Device in any of the aforementioned ways. In the event of such termination, you shall be responsible for the full month’s charges, plus all other applicable fees, all of which will become immediately due and payable upon termination of your Service. If we believe that you have used the Service or the Device in any of the aforementioned ways, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, HAC may provide information in response to law enforcement requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others.

C. HAC may

(1) deny, for any lawful reason, your request for service, or

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

D. HAC may, without notice (consistent with governing laws or regulations), block traffic to or from specific countries, country codes, cities, city codes, local telephone exchanges ("NXX exchanges"), individual telephone stations, groups or ranges of individual telephone stations, or calls using certain customer authorization codes, whenever HAC deems it necessary to take such action to prevent

(1) the unlawful use of service;

(2) nonpayment for service;

(3) the use of service in violation of this Agreement; or

(4) network blockage or the degradation of service furnished to you or other customers.

V. PAYMENT OBLIGATIONS

A. You must provide HAC with a valid email address and a credit or debit card number from a card issuer that we accept when the Service is activated. We reserve the right to stop accepting credit or debit cards from one or more issuers. If the credit card expires, you close your credit card account or your billing address changes, or the credit card is cancelled and replaced because of loss or theft, you must advise HAC immediately. HAC will bill all charges monthly to your credit card, including but not limited to:

• activation fees; 
• monthly Service fees; 
• international usage charges; 
• advanced feature charges; 
• equipment purchases; 
• termination fees; and 
• shipping and handling charges 
• Taxes, fees and other charges

If HAC changes its rates, recurring monthly charges affected by such change will be assessed at the new rate for the full billing period during which the new recurring charge rate became effective.

B. HAC may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with HAC is declined or reversed, your credit card expires and you have not provided HAC with a valid replacement credit card or in case of any other non-payment of account charges. Termination of Service for declined or expired card, reversed charges or non-payment leaves you fully liable to HAC for all charges accrued before termination and for all costs incurred by HAC in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

C. You are responsible for payment of all charges for services furnished to you and anyone authorized by you to use your service. This responsibility is not changed by virtue of any use, misuse, or abuse of your service undertaken or caused by third parties.

D. You must promptly notify HAC of any change in your invoicing address or, if applicable, in the credit card or bank account used for payment. You should notify the HAC Customer Care Department by e-mailing HAC at the following address: CustomerCare@misaagapy.com.

E. HAC will invoice Customer for Services on a monthly basis in advance and all payments are due and payable by Customer without demand or setoff within three (3) from the invoice date (the "Due Date"). Amounts not paid within the said due date will cause the disconnection of service .

G. If HAC hires a collection agency to collect, or attempt to collect, any charges owed HAC, you will be liable to HAC for an additional payment equal to 35% of the charges owed, where permitted by applicable law. If HAC incurs any fees or expenses, including attorneys' fees, in collecting, or attempting to collect, any charges owed HAC other than by hiring a collection agency, you will be liable to HAC for the payment of all such fees and expenses reasonably incurred.

H. If billing systems or other support is not available for a service, feature, surcharge, tax or other charge element at the time of service provision, HAC will bill for that service, feature, surcharge, or other charge element as soon as it is capable of doing so.

I. No Credit Allowances for Interruption of Service. You acknowledge and agree that the Service is provided "as is." Credit allowances for interruption of Service, including international calling services, will not be provided.

VI. CANCELLATION OF SERVICE

A. By the Customer

1. If you cancel your Service after the 30 day Money Back Guarantee period, described in Section III.B. above, you will be charged, pursuant to section III.B. above.

2. If you cancel your Service with HAC, you will not be able to use the Device or Equipment.

3. Cancellation may take up to two business days.

4. Your credit card will be charged for any usage after contacting HAC to cancel your Service.

B. By HAC

1. HAC reserves the right to discontinue furnishing services, cancel your account, and/or block your access to HAC network, without incurring any liability, immediately and without notice if HAC deems that such action is necessary to prevent or to protect against fraud or to otherwise protect HAC's personnel, agents, facilities, or services. Without limitation, HAC may take such actions if:

a. You refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of such service;

b. You indicate that you will not comply with a request for security for the payment for services;

c. Your service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of non-payment or possible fraud;

d. You have been given written notice by HAC of any past due amount (which remains unpaid, in whole or in part) for any of HAC's or an affiliated carrier's service to which you either subscribe or had subscribed or used;

e. You either refuse to pay when billed for service or indicate to HAC or an entity billing on HAC's behalf that you do not intend to pay for service used by you;

f. You use, or attempt to use, service with the intent to avoid the payment, either in whole or in part, of the charges for the service by (i) using or attempting to use service by rearranging, tampering with, or making connections to service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;

g. You act, or fail to act, in a manner that hinders or frustrates any investigation by HAC or others having legal authority to investigate your legal obligations;

h. Your telephone equipment fails to pass back to HAC the appropriate signal to start and stop billing for a call;

i. You were previously provided with notice of breach of contract, took corrective action, but thereafter engage in the same breach activity; or

j. You act in a manner that is threatening, obscene, harassing, or abusive to HAC personnel.

k. You act in violation of sections III. C. or III. D. above.

2. HAC reserves the right to discontinue furnishing services, cancel your account, and/or block your access to HAC network, without incurring any liability, immediately upon written notice to you if:

a. Any invoice charges remain outstanding and owed by you after the 3rd day from the date of the invoice notifying you of the charges; or

b. You fail to comply with a request by HAC for security for the payment for services.

3. The discontinuance of service(s) by HAC pursuant to these provisions does not relieve you of any obligation to pay HAC for charges due and owing for service(s) furnished up to the time of discontinuance.

VII. LIABILITY

A. HAC will not be liable for:

(i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, acts of terrorism, strikes, lockouts, work stoppages or other labor difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; or

(ii) delayed installation of HAC's facilities or commencement of service.

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

1. With respect to the provisioning of, or any error or omission in, data, information, or content furnished in connection with any service provided by HAC, for example, Directory Assistance, HAC's liability will be limited to the lesser of:

(a) the amount of actual money damages proven by you to have been incurred as the proximate result of your reliance on such data, information, or content; or

(b) $100.00.

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

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

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

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

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

E. HAC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT. HAC DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON HAC'S BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY HAC.

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

G. Disclaimer of Liability for Damages. IN NO EVENT WILL HAC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

H. Indemnification and Survival.

You shall defend, indemnify, and hold harmless HAC, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party or user of the Service, relating to the Services, including, without limitation, 911 Dialing, or the Device.

I. No Warranties on Service. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER HAC NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF HAC'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY HAC OR HAC'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

J. DEVICE WARRANTIES

1. Limited Warranty.

If you received the Device new from us and the Device includes a limited warranty at the time of receipt, you must refer to the separate limited warranty document provided with the Device for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation.

2. No Warranty.

If your Device does not include a limited warranty from us at the time of receipt, you are accepting the Device “as is”. You are not entitled to replacement, repair, or refund in the event of any defect.

VIII. DISPUTE RESOLUTION

IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.

A. Binding Arbitration

The arbitration process established by this section is governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. Sec. 1-16. Both you and HAC have the right to take any dispute that qualifies to small claims court rather than arbitration. All other disputes arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory) must be resolved by final and binding arbitration. This includes any dispute based on any product, service or advertising having a connection with this Agreement and any dispute not finally resolved by a small claims court. The arbitration will be conducted by one arbitrator using the procedures described by this Section. If any portion of this Dispute Resolution Section is determined to be unenforceable, then the remainder shall be given full force and effect. The arbitration of any dispute involving $10,000 or less shall be conducted in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, which are in effect on the date a dispute is submitted to the AAA. The AAA's Commercial Arbitration Rules and fee schedules will apply to any disputes in excess of $10,000. You have the right to be represented by counsel in an arbitration. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. The arbitrator may not award punitive, exemplary or similar damages. The parties agree that an award of such damages will be void if issued.

NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS. THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT AND MAY NOT AWARD PUNITIVE DAMAGES OR ATTORNEYS' FEES UNLESS SUCH DAMAGES ARE EXPRESSLY AUTHORIZED BY A STATUTE. YOU AND HAC BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.

B. Arbitration Information and Filing Procedures

Before you take a dispute to arbitration or to small claims court, you must first contact our Customer Care Department representative at the customer service number on your HAC invoice for the Services, or write to us at the following address and give us an opportunity to resolve the dispute:

Hilpees Agapy Corp. 
1124 66th Street Suite 2F Brooklyn, NY 11219 
Attention: Legal Department

You must describe your dispute and provide HAC with any supporting documentation. Likewise, if HAC has a dispute with you, it will notify you by letter sent to your billing address and attempt to resolve it before pursuing arbitration.

If the dispute cannot be satisfactorily resolved within sixty days from the date you or HAC is notified by the other of a dispute, then either party may then contact the AAA in writing at AAA Service Center, 2200 Century Parkway, Suite 300, Atlanta, GA 30345-3203 and request arbitration of the dispute. Information about the arbitration process and the AAA's Arbitration Rules and its fees are available from the AAA on the Internet at www.adr.org. The arbitration will be based only on the written submissions of the parties and the documents submitted to the AAA relating to the dispute, unless either party requests that the arbitration be conducted using the AAA's telephonic, on-line, or in-person procedures. Additional charges may apply for these procedures. Any in-person arbitration will be conducted at a location that the AAA selects in the state of your primary residence. Any arbitration shall remain confidential. Neither you nor HAC may disclose the existence, content or results of any arbitration or award, except as may be required by law, or to confirm and enforce an award. Judgment of the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWO YEARS AFTER THE DATE THE BASIS FOR THE CLAIM OR DISPUTE FIRST ARISES.

C. Fees and Expenses of Arbitration

Each party must pay its own expenses associated with any arbitration, including its attorney's fees. If you file a request for arbitration, you will have to pay a filing fee in accordance with the AAA fee schedule. Under AAA rules, some costs such as the arbitrator's fees and expenses will be allocated between the parties.

D. In addition to the procedures described in this Section for resolving a dispute, you may also have the right to file a complaint with an appropriate federal or state regulatory agency.

IX. MISCELLANEOUS PROVISIONS

A. Entire Agreement.

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

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

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

C. Assignment.

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

D. No Waiver of Rights.

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

E. Binding Effect.

This Agreement is binding upon you and HAC and upon, respectively, your and HAC's agents and heirs.

F. Severability.

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

G. Governing Law.

1. The Agreement and the relationship between you and us is governed by and construed under the laws of the State of New York and applicable federal law, without regard to its choice of law principles. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section G.2, you shall submit to the personal and exclusive jurisdiction of the courts located within the state of New York and waive any objection as to venue or inconvenient forum.

H. Survival.

Any liability or obligation of a party to the other party under the provisions of Sections I, II, IV, V and VII as applicable, will, in each case, survive cancellation or termination of this Agreement.

I. Headings of No Force or Effect.

Headings in this Agreement are for reference only and have no effect on the meaning of any provision.

J. FUTURE CHANGES TO THIS AGREEMENT

We may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on www.misaagapy.com. Such changes will become binding on you on the date they are posted to our website and no further notice by us is required upon your continued use of the Service. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of service, including, without limitation, any terms included with the packaging of the Device and also supersedes any written terms provided to Retail Customers in connection with retail distribution, including, without limitation, any written terms enclosed within the packaging of the Device.

K. PRIVACY

HAC Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. HAC is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy at www.misaagapy.com for additional information.

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