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Terms & Conditions

Last Updated: May 25, 2018


Introduction

These Terms and Conditions constitute an agreement (this “Agreement”) between Ooma International Ltd. (“Ooma”, “we”, “us,” or “our”) and each of our customers (“customer”, “you,” or “your”). This Agreement governs your use of equipment provided by Ooma (the “Equipment”), the licensing of software and firmware (“Software”) from us, and our provision of the Ooma Office for WeWork service (the “Service’) to you and your use of the Service.

You represent to us that you have the authority to enter this Agreement and that you have read and fully understand and agree to these terms and conditions. The Service is provided by Ooma to business users only and in entering into this Agreement you represent that you are not a consumer and agree that rights which may be available to consumers under applicable law will not apply to you. You and Ooma agree that checking the ‘I Accept’ button represents your electronic signature to this Agreement, and you intend such action by you to authenticate this document and to have the same force and effect as a manual signature.

You also make these representations and agreement s when you order Equipment or Service from us.

Ooma may revise, amend, or modify this Agreement in compliance with Section 5 below.

  1. Essential Service Information.

    (a) By signing up to the Service you understand and agree that the Service may not offer all the features you may expect from a traditional phone line and may sometimes be unavailable because of things over which we have no control, for example, power disruptions and failures of your internet service provider (ISP) or broadband connection. You must maintain a broadband connection to use the Service. Please refer to https://ooma.fr/wework/en/, which provides a detailed description of the Service and any limitations.

    (b) IMPORTANT INFORMATION: If your Internet connection fails, the Services will also fail. The Services may cease to function if there is a power cut or failure. These failures may be caused by reasons outside Ooma's control.

    If the Service is fully operational, public emergency call services can be accessed from within France. However, you understand and acknowledge that there may be some limitations as set out in the following paragraphs.

    (c) If you use the Service outside France you will not be able to call emergency services in the country where you are located. A line from another communications provider will be required to call emergency services outside France.

    (d) For each phone line that you utilize with the Service, Ooma will register the physical location of the WeWork facility where you maintain a desk as the location where you will be using the Service. Your initial location will be registered as a part of the Service activation process. It is incumbent on you to confirm the accuracy of your physical address via your online account if you make any changes, additions, or transfer phone numbers to your account. If you do not update us with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial emergency service numbers. When you dial emergency services numbers you may need to state your location and phone number promptly and clearly, as emergency operators and authorities may not have this information.

    (e) Emergency operators and authorities may or may not be able to identify your phone number to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event you hang up.

    (f) You agree to inform potential users of the Service of the above limitations and you understand and accept that you should always have an alternative means of accessing emergency services numbers.

    (g) Number portability may be unavailable with the Service. If you wish to port your telephone number to Ooma or your telephone number from Ooma to another provider, you may not be able to keep your telephone number.

    (h) If there is a delay in porting, you may be entitled to claim compensation for such delay. Any compensation awarded will be in full and final settlement of any claim you may have against Ooma (now or in the future) in respect of the delay.

    (i) Number Changes: Ooma may, from time to time, need to change a telephone number that is assigned to you. Ooma will not be liable for any damages should you need to be assigned a new phone number.

  2. Use of the Service, Suspension and Termination

    (a) Acceptable Usage. You agree that you will use the Service in accordance with our Acceptable Use Policy described in Section 3, any other instructions as we may notify to you from time to time, and in accordance with applicable laws and regulations, and you must ensure that others which you allow to use the Service do the same. If we believe that you or another party have used the Service for unlawful or inappropriate purposes or have attempted theft or fraud, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. In addition, we will provide information in response to law enforcement requests, lawful government requests, subpoenas, court orders, to protect our rights and property, or where we believe that failure to disclose the information may lead to imminent harm to you or others.

    (b) Unauthorized Usage; Stolen Equipment. You agree you will notify us immediately, in writing or by calling our customer support line, if the Equipment is stolen or if you become aware at any time that your phone service is being stolen, fraudulently used, or otherwise used in an unauthorized manner, and you will be liable for all costs and damages (including reasonable attorneys’ fees) related to the fraudulent or unauthorized use of Equipment and Services, whether or not it involves stolen equipment. You are responsible for all activity and usage of the Service and for any breaches of this Agreement that may result, and you will not be excused from paying for the Service or any portion thereof on the basis that fraudulent calls and any charges associated therewith comprised a corresponding portion of the Service. To help avoid any unauthorized use of the Service it is your responsibility to choose a complex password combination, to change your password regularly, and to secure all credentials used to access the Service. Ooma reserves all its rights to the extent permitted by French law to proceed against anyone who uses the Equipment illegally or improperly.

    (c) Risk of Loss of or Damage to the Equipment. You bear all risk of loss of, theft of, casualty to or damage to the Equipment from the time you receive it until the time (if any) that it is returned to us in accordance with this Agreement. If the Equipment is damaged, lost, or stolen you will no longer be able to use the Service and will be required to purchase new Equipment.

    (d) You agree that you will not use the Service nor allow others to use the Equipment or the Service:

    • i) in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or in any similar manner;

    • ii) to send a communication that violates a third party’s rights, such as copyright, privacy or any other rights;

    • iii) to facilitate illegal activity;

    • iv) to promote unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment or any other illegal activities; and/or

    • v) in a way that in Ooma's reasonable opinion is likely to affect the quality of the Service or any other service provided by Ooma.

    (e) You agree that the Service is for your own use in the course of your business only. You represent and agree you will be the ultimate end user of the Service. You will not in any way re-sell, re-supply, license, permit or otherwise allow any third party to use the Service without receiving Ooma's prior written consent, which may be withheld or conditioned in Ooma's sole discretion.

    (f) Public Internet and Third-Party Networks. The calling capability and our Services use the public internet, third party networks and wiring to transmit communications. We have engineered our Equipment and Services to minimize the risk of any loss in privacy when using such systems. However, Ooma makes no representation that the Internet or any such third-party network will adequately secure or protect your privacy or any end user's personal information, and Ooma expressly denies any associated warranty or liability. Actions or inactions caused by these third-party networks can result in situations in which Ooma customers' connections may be impaired or disrupted. You acknowledge that we cannot guarantee that your communications are completely secure.

    (g) Privacy and Security. We respect your privacy and treat the content of all communications as private and confidential, except as may be required by law. Please refer to the Privacy Policy on our web site at http s://www.ooma.fr/wework/en/privacy-policy for additional information. Ooma may cooperate with law enforcement authorities in the investigation of any suspected or alleged illegal or other activities. If Ooma is required to do so by law, this may include, but is not limited to, disclosure, where possible, to the relevant law enforcement authorities of your contact information and any information that Ooma may have access to that is associated with your purchase and/or use of the Services.

    (h) Events beyond our control may affect the Equipment, Services, and telephone connections, including a loss of power at your location, the loss of your high-speed Internet service, fluctuations in the quality of service of the public Internet, and the performance of required maintenance by Ooma. Ooma will act in good faith to minimize disruptions to your use of the Service, but will not provide any credits or compensation for potential business loss due to interruptions of Service or hardware failures.

    (i) You hereby represent and agree you will not open the housing of the Equipment or tamper with the components of the Equipment in any manner, including changing physical or electronic identification information or any other reverse engineering, and you will not reconfigure or tamper with any Equipment supplied to you for accessing the Service. If you do reconfigure or otherwise tamper with Equipment, we reserve the right to withhold support and suspend or terminate the Service. The Equipment must be kept and used in strict accordance with instructions issued by the manufacturer or us and must not be used in conjunction with other equipment not approved by the manufacturer or us. You are only permitted to use the Equipment to connect to the Ooma network.

    (j) You are solely responsible to keep all user identifications and passwords secure, and must monitor use of the Service for possible unlawful or fraudulent use. You must notify Ooma immediately if you become aware or has reason to believe that the Services is being used fraudulently or without authorization by and user or third party. All information provided by you will be true and accurate and will be relied upon by us for the provision of the Service and collecting payments from you.

    (k) Suspension. Without prejudice to our rights to terminate this Agreement and your Service, we may immediately and without liability suspend the Service in the following circumstances: (a) if we reasonably believe you are in breach of any term of this Agreement or any other agreement with us; (b) if you abuse or threaten us, or a member of our staff; (c) if your use of the Service violates any applicable laws or regulations; (d) if we are legally required to suspend or terminate the Service in order to comply with applicable law or regulation including an order, instruction or request of government or other competent authority; (e) if your use of the Service poses a security risk to the Service or any third party or may subject Ooma or any third party to liability; or (f) upon the occurrence or threat of any other event or circumstance for which Ooma reasonably believes that suspension of the Service is necessary to protect Ooma’s or a third party’s network, systems or customers. We may also suspend the Service if we are obliged to comply with an order, instruction or request of a government or other competent authority.

    (l) Termination by Ooma.

      • We may terminate this Agreement and your Service at any time for convenience upon giving you 15 days’ prior written notice without liability to you.

      • We may terminate this Agreement and your Service immediately upon written notice at any time without liability to you if any underlying arrangement between us and any other third party operator or supplier is terminated for whatever reason.

      • We may terminate this Agreement and your Service immediately upon notifying you by email if:

        1. (1) you fail to make any payment when due, provided we have given due warning before doing so.

        2. (2) you breach this Agreement and fail to remedy the breach within a reasonable time specified in a written notice from us to do so;

        3. (3) to the extent permitted by French law, you are unable to pay your debts or admit your inability to pay your debts or become insolvent, you make, or offer to make, an arrangement with your creditors; a petition is presented, an order made or resolution passed against you to for liquidation, administration, bankruptcy or dissolution, you are a limited company and a resolution to wind you up is passed or a receiver or administrator is appointed over all or part of your assets or if anything analogous to the foregoing occurs. We can also terminate this Agreement if we consider any of these things or something similar may happen; or

        4. (4) any regulatory change affecting our ability to offer the Service is introduced, including but not limited to any declaration, authorization or license under which we provide the Service expiring or being revoked.

    (m) Termination by You. You may terminate the Service at any time by calling our Customer Care Department at the number posted on the web site. You may make the termination effective at any time after 5 working days from your termination request, provided there are no refunds for unused service terms.

    (n) Upon any suspension or termination by us, you are responsible for all charges under your account that would have been payable but for suspension or termination, including without limitation unbilled charges, and any other charges all of which immediately become due and payable. We may or may not agree to restore your Service, and may charge you a re-activation fee for doing so.

    (o) Phone Number: The phone number assigned to your account may be re-assigned if your Services are terminated by you or by Ooma. If you wish to transfer your phone number to another service, you must do so prior to your Services being terminated, otherwise your phone number may not be available for transfer.

    (p) Customer Representations and Warranties: By using the Service, you represent and warrant:

    • you are of legal age and capacity to enter into this Agreement and are authorized to change or modify your telephone service with your current telephone company;

    • you will use the Service only in the course of or in conjunction with carrying out a business activity;

    • your name, contact information, service address and all other information related to your Ooma account is correct and up-to-date at all times;

    • you will not use the Equipment and Service where a power, Internet, Service or other outage may lead to damage, injury or death;

    • you will pay for all charges for your use of the Equipment and Services, including the authorized and unauthorized use of your account; and

    • you are aware of, understand and have complied with all legal and regulatory requirements that apply in respect of your purchase and use of the Equipment and Service. This will include, but not be limited to, any laws, regulatory requirements and any other statutory or non-statutory provisions relating to the provision or use of electronic communications services and networks, data protection, revenue reporting and the payment of taxes and regulatory fees and assessments.

    (q) Outages Due to Power Failure or Disruption: All Services including emergency services numbers will not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Equipment and all Services, including emergency services numbers, will not function until power is restored. Following a power failure or disruption, or if you move the Equipment, you may need to reset or reconfigure the Equipment prior to utilizing emergency services numbers.

    (r) Service Outages Due to Internet Disruption: Service outages, service disruptions, poor quality of service, suspensions, or disconnections of service by your High-Speed Internet will prevent all Services, including emergency services numbers, from functioning.

  3. Acceptable Use Policy

    (a) Small Business Service Acceptable Use Policy: We provide the Equipment and Services for normal small business usage within your place of business. The use of the term “unlimited” in conjunction with the Service offering as it appears on Ooma packaging, in sponsored advertising, on the Ooma web site, and in third party marketing materials, or in any other location refers to normal small business phone usage as defined herein. You agree to use the Service only in a manner consistent with normal small business usage patterns. Unlimited voice calling is intended for continuous, live conversation between two individuals. Lack of continuous conversation, unusual calling patterns, excessive caller and calling destinations and/or excessive usage (e.g. 5,000 minutes per line of service per month or more) will be considered as indicators that your use of the Service may be inconsistent with normal small business usage, and may result in review of your account and usage history. Failure to contact Ooma in response to our notification and/or failure to bring usage levels to normal levels in a timely fashion will result, in Ooma’s sole discretion, in immediate transfer to a commercial service calling plan that charges significantly higher per minute usage rates. You acknowledge that if Service is terminated for abnormal usage patterns, you are subject to all applicable usage and service fees for the time periods in which your use of the Service was inconsistent with normal small business usage.

    (b) General Prohibited Use: You are prohibited from using the Equipment and the Services for auto-dialing (or in any other way that would amount to persistent misuse of an electronic communications network or service) , predictive-dialing, continuous or extensive call conferencing, trunking or continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), operating a call center, resale of service, fax or voicemail spamming, broadcasting or blasting. Unusually high usage may interfere with Ooma’s ability to provide Services to its customers and may indicate unauthorized use of Services. You agree we have the right to terminate your Service and charge you all applicable usage and service fees if we conclude you are using the Service for a prohibited use.

  4. Service Charges, Billing and Payment

    (a) Billing will commence on the seventh (7th) day following your request for activation of the Service, and will not be delayed due to your readiness to accept or use the Service. Charges for the Service will be billed in monthly cycles on or about the same day each month , and provision of the Service is conditional upon you paying all fees and charges applicable to the Service in accordance with this Agreement. The amount of such fees and charges and the methods of payment accepted by Ooma are published on our website at https://www.ooma.fr/wework/en/ and are incorporated by reference herein, and may change from time to time, subject to notification and your acceptance. You agree that we shall provide you with an electronic VAT invoice showing the total amount due and the amount of VAT payable. All electronic VAT invoices are available by accessing your on-line account.

    (b) Valid Credit or Debit Card Required: To activate the Service, you are required to provide us with a valid email address and a credit or debit card number from a card issuer that we accept (“Issuer”), together with the billing address for the card. We reserve the right to stop accepting credit or debit cards from one or more Issuers. Your activation of the Service authorizes us to charge your credit or debit card. This authorization will remain valid until 30 days after we receive written notice of your intent to terminate our authority to charge your credit or debit card. If you provide such notice, we will charge your credit or debit card for any applicable termination fee and any other outstanding charges and terminate your Services.

    (c) Automatic Billing: The monthly fee for the Service will charged to your card automatically and in advance of each Service month. You may terminate automatic rebilling at any time by notifying us at least thirty (30) days before rebilling is to take place that you are terminating the Service. Failure on your part to notify us of your desire not to be re-billed, will result in your account being re-billed and you agree to hold harmless and indemnify us from any and all claims of wrongful billing.

    (d) If your credit or debit card expires, you close your account, your billing address changes, or your credit or debit card is cancelled and replaced on account of loss or theft, you must advise us at once and provide new credit or debit card information or we may terminate Service to you. You authorize us, and acknowledge that we do not need to obtain any additional authorization from you, to charge any recurring payments to updated credit card or debit card information provided to us by your credit card or debit card company. Your account will be automatically terminated if you put a stop payment on your account with a financial institution in connection with payment of any of your monthly or annual charges.

    (e) We may suspend or terminate your Service at any time acting reasonably, if you fail to make any payment when it becomes due. You must pay all sums due in full and you cannot set off, deduct or withhold any part of any sum you owe us. We reserve the right to charge for administration costs incurred in recovering any sum you owe us and we reserve the right to employ debt collection agencies, to assign the right to collect your debt or to factor your debt to a third party for collection. Without prejudice to our other rights, we reserve the right to charge late interest on all outstanding amounts from the due date until payment is received in full at the rate equal to rate applied by the European Central Bank to the operation of the most recent refinancing plus 10 percentage points from time to time whether before or after judgement. Interest will continue to accrue notwithstanding termination of this Agreement for any cause whatsoever.

    (f) No Service Credit: You acknowledge that Services are provided on a commercially reasonable efforts basis using the public network and third-party networks. Therefore, Ooma will not provide any credits, refunds or other compensation for interruptions of Service or failure of Equipment.

    (g) Billing Disputes: A customer who is not a Domestic and Small Business Customer (as defined below) and who disputes any charges from us must notify us in writing within 10 days after notification of such charges (or within any greater period required by law); otherwise, such customer will be deemed to have waived any right to contest such charges. During the period of a billing dispute, our receipt and acceptance of a partial payment will not be construed as a payment in full of the contested amount, as set forth below. All notices of disputed charges must be submitted by creating a support ticket within the WeWork member portal. A customer who is a Domestic and Small Business Customers and who disputes any charges from us should submit a complaint to us pursuant to Section 9(b) of this Agreement. For the purposes of this agreement, "Domestic and Small Business Customer" means any person who is a customer of the Service in respect of an undertaking carried on by him/her/it for which ten or fewer individuals work, whether as employees or volunteers or otherwise.

    (h) Collect Calls and Third-Party Billing. Should you incur charges for collect calls or other third-party service billed to your Ooma phone number, Ooma will charge you the cost of the call or service, as determined by the billing party, plus an additional service charge calculated as a percentage of the billing party amount. Failure to pay for these charges may result in suspension or termination of your account.

    (i) Refunds. Subject to law, there are no refunds for unused service terms and all Service charges, taxes, fees and prepaid balances are non-refundable.

  5. Right to Change:

    Our Services are subject to our business policies, practices and procedures, which can change at any time without notice. Except for any amendments likely to be of material detriment to you, we can change the terms and conditions of your Services at any time , with or without notice, by posting such changes on our website. You should review this Agreement regularly for changes, and can easily identify if changes have been made by checking the "last updated" date at the top of this page. Your continued use of our Equipment and Service for a reasonable period following the posting of any changes to this Agreement means you accept such changes. Where an amendment is likely to be of material detriment to you, we will provide at least one month's advance notice in accordance with the notice provision set out in Section 13(j), below , informing you of your ability to terminate this Agreement without penalty if the proposed amendment is not acceptable to you. Your continued use of the Equipment and Services after the expiry of this one month's advance notice period will constitute acceptance by you of such amendment. Changes caused by amendments of statute, law or regulation may include features, prices and usage limits of the Services. Ooma may, without prior notice, stop providing certain features of the Service , unless this is considered likely to cause material detriment to you (in which case the one (1) month’s advance notice will apply as outlined above).

  6. Warranties

    (a) We warrant that we will provide the Service with reasonable skill and care, within a reasonable time and substantially as described in this Agreement. We do not warrant that the provision of the Service will be fault free or uninterrupted but will use all reasonable skill and care to provide and maintain the Service. We do not make any other promises or warranties about the Service or the Equipment. You acknowledge and agree that in entering into this Agreement you do not do so based on, and do not rely on any representation, warranty or other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by applicable statutes, laws or regulations are excluded to the fullest extent permitted by law. The Equipment and the Service are made available "as is" for your own use only. Nothing in this Agreement affects your statutory rights.

    (b) Ooma reserves the right to perform repair and maintenance on or upgrade, update or enhance (collectively "Maintenance") its network infrastructure and the Service with or without notice and without liability, even if Maintenance causes a partial or full disruption of the Service, provided however, Ooma will use commercially reasonable efforts to perform the Maintenance in a manner so as to avoid unduly interfering with your use of the Service, including by providing reasonable commercial notice where feasible.

  7. Limitations of Liability and Indemnification

    (a) Nothing in this Agreement excludes or limits our liability for death or personal injury caused to you by our negligence, or for any liability that cannot be excluded or limited by law.

    (b) You accept and agree that you will have no claim against us or any third-party operator / underlying network access provider if you are unable to access the Service due to power disruptions and failures of broadband connection.

    (c) We will not be liable to you or any third party in contract, tort, including any liability for negligence, or otherwise, for any loss of revenue, business, anticipated savings, profits, ( whether or not in each case they are considered to be direct or indirect losses) corruption or destruction of data , or for any indirect or consequential loss however arising, or in connection with any computer virus or system failure even if we are expressly advised of the possibility of such damage or loss.

    (d) Except in the case of Section 7(a), our liability to you (if any) for direct loss or damages in contract, tort, including negligence, or otherwise, arising out of or in connection with this Agreement , our provision of, or your use of the Service will be limited to the amounts paid by you to us under this Agreement in a calendar year (which will be calculated by reference to payments actually made and an amount for the remainder of the year will be calculated on the assumption that the payments will remain at the same monthly level as in the month in which the cause of action accrued).

    (e) In the event of any failure in the Service, Equipment or Software, we will not be liable to you for any charges incurred by you should you divert your traffic to another provider.

    (f) You will indemnify Ooma from and against any and all loss, damage, costs, expenses (including reasonable legal fees), claims, demands and actions arising from or related to any breach of this Agreement or any misuse of the Service, Software or Equipment arising from or related to any act, error, omission, fault, negligence or misconduct by you or any user of the Service.

    (g) YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES TO MAKE CALLS TO EMERGENCY SERVICES IS SUBJECT TO THE LIMITATIONS DESCRIBED IN SECTION 1, 2(q) & (r) AND THIS SECTION 7(g), AND THAT CALLS TO EMERGENCY SERVICES WILL FAIL IF THERE IS A POWER OUTAGE OR AN INTERNET CONNECTION FAILURE. YOU ACKNOWLEDGE AND AGREE THAT OOMA WILL ONLY BE ABLE TO PROVIDE ACCURATE AND RELIABLE CALLER LOCATION INFORMATION IN RESPECT OF ANY EMERGENCY SERVICE CALL THAT YOU MAKE TO THE EXTENT THAT THE PROVISION OF SUCH INFORMATION IS TECHNICALLY FEASIBLE.

    WE DO NOT HAVE ANY CONTROL OVER WHETHER, OR THE MANNER IN WHICH, EMERGENCY CALLS USING THE SERVICE ARE ANSWERED OR ADDRESSED BY ANY EMERGENCY RESPONSE PERSONNEL. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ALL RESPONSIBILITY FOR THE INABILITY OF THE EQUIPMENT OR SERVICE TO CONNECT TO EMERGENCY RESPONSE PERSONNEL. WE RELY ON THIRD PARTIES AND THIRD PARTY DATA TO ASSIST US IN ROUTING EMERGENCY CALLS TO EMERGENCY RESPONSE PERSONNEL. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY IN THE EVENT SUCH THIRD PARTY DATA USED TO ROUTE CALLS IS INCORRECT OR YIELDS AN ERRONEOUS RESULT. WE DO NOT HAVE ANY CONTROL OVER THE ACTIONS OR OMISSIONS OF SUCH THIRD PARTIES, OR THE INTERNET CONNECTION, MOBILE TELEPHONE CARRIER SERVICES OR POWER SUPPLY UTILIZED. NOR DO WE HAVE ANY CONTROL OVER WHETHER YOU REGISTER THE EQUIPMENT, ENTER IN THE CORRECT INFORMATION ONLINE, OR TEST THE FUNCTION OF THE EQUIPMENT AND THE SERVICE. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, NEITHER OOMA NOR ITS OFFICERS OR EMPLOYEES MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO OUR EMERGENCY CALLING SERVICE. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS OOMA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, AND ASSIGNS, AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THE EQUIPMENT OR 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 RELATING TO THE ABSENCE, FAILURE, OR OUTAGE OF THE EQUIPMENT, INCLUDING EMERGENCY CALLS, AND/OR THE INABILITY OF ANY USER OF THE SERVICE TO BE ABLE TO ACCESS EMERGENCY SERVICE PERSONNEL. IF YOU ARE NOT COMFORTABLE WITH THE LIMITATIONS OF EMERGENCY CALLS USING THE OOMA SERVICE, YOU SHOULD HAVE AN ALTERNATIVE MEANS OF PLACING EMERGENCY CALLS.

  8. Matters Outside Our Control

    We will not be liable to you or be in breach of this Agreement for any delay or failure in performance if such delay or failure is due to a cause beyond our control or in the event of force majeure.

  9. Dispute Resolution.

    (a) Customers Who are not Domestic and Small Business Customers. If you are not a Domestic and Small Business Customer, in the unlikely event that Ooma has not been able to resolve a dispute it has with you arising out of or relating to your use of the Equipment or the Service after sixty (60) days, we each agree that any such dispute, including any claim or dispute arising out of or relating to the Service or this Agreement and the formation, interpretation, breach or termination thereof, including whether such claims asserted are arbitrable and any non-contractual claims or disputes will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator and the place of the arbitration will be London, England. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

    (b) Customers Who are Domestic and Small Business Customers. If you are a Domestic and Small Business Customer, if you notify us of any complaint associated with the provision of the Services, and you and Ooma fail to agree on the satisfactory resolution of any complaint within one (1) month, you may refer the unresolved matter as a dispute before the Commercial Court of Paris.

    (c) Notwithstanding any other provision of this Agreement, Ooma and you may take proceedings or seek remedies before the court or any competent authority of any country for interim or interlocutory remedies in relation to any breach of this Agreement or infringement by you of Ooma’s intellectual property rights.

  10. Privacy

    We comply with all applicable data protection laws in France and our current Privacy Policy. By entering into this Agreement, you confirm that you have read and understood our Privacy Policy and you agree to our using your data as detailed in our Privacy Policy.

    To the extent that Ooma processes any personal data on behalf of the customer in connection with the provision of the Service and (a) the personal data relates to individuals located in the EEA; or (b) the customer is located in the EEA, the parties agree that such personal data will be processed in accordance with the Data Processing Addendum set out in Schedule A (“ DPA”). In the event of any conflict between the remainder of the Agreement and the DPA, the DPA will prevail.

    For the purposes of this section 10, the terms "personal data", "process" and "EEA" have the meanings given in the Data Processing Addendum.

  11. End User License and Restrictions

    (a) Ooma grants to you a personal, limited, revocable, non-exclusive non-transferable and non-assignable license to use the Software in the Service and the Equipment, in object code form only, for the purpose for which it is intended solely in connection with the Service and for no other purpose. This license commences upon Ooma's provision of the Service and terminates immediately upon the expiration or termination of this Agreement for whatever reason. Any attempt to sublicense, assign, or transfer any of the rights, duties or obligations under this license is void and may result in termination of this Agreement and license. No other licenses or rights to the Software are granted or implied.

    (b) Certain Software Ooma provides to you may contain third party software ("Third Party Software"), including open source software. Use of such Third-Party Software may be governed by separate copyright notices and licenses, which may be found or identified in documentation or on other media delivered with the Third-Party Software and which are incorporated by reference into this license. Notwithstanding any other terms in this Section 11, such provisions will govern the use of Third Party Software. You agree to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses will immediately terminate on the date that the Service expires or this Agreement is terminated.

    (c) You will not reproduce the Software and you will keep the Software in confidence. You will not undertake, cause, permit or authorize (to the extent that Ooma may prohibit such acts by law) any modification, adaption, translation, reverse engineering, hacking, decompiling or disassembling of the Software and Equipment or create any derivative work based thereon or merge or include the Software with or in any other software or otherwise attempt to derive the source code from the binary code of the Software.

    (d) No Hacking: You hereby represent and warrant that you will not make any effort to compromise the integrity or privacy of the communications of others;

    (e) No Theft: You hereby represent and warrant that you will not use the Equipment or any Services in any manner to avoid Ooma’s charges or its policies.

    (f) Copyrights, Service Marks, and Trademarks: The Service and the Software provided to you in conjunction with our Service, or embedded in the Equipment, and all information, documents, and materials on our web site are protected by trademark, copyright, or other intellectual property laws and international treaty provisions. All of our web sites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “marks”) are and will at all times remain our exclusive property. Nothing in this Agreement grants you the right or license to use any of our marks.

    (g) No Intellectual Property Rights: All intellectual property rights, including patents, copyrights, trademarks, service marks or other intellectual property rights, remain the sole and exclusive property of Ooma. Nothing in this Agreement will be construed as granting any of these rights to you.

    (h) No Resell Rights: You will not sell, rent, lease, distribute, or provide service to a third party using our Equipment or Services without Ooma’s prior written approval.

    (i) New Versions of Software: Ooma has no obligation to, but may at its sole discretion, provide fixes, updates or upgrades to its firmware, software or applications.

  12. Customer Data, Suggestions and Feedback

    "Customer Data" means any data, information or other materials of any nature whatsoever generated by you, or provided to Ooma by or through you, while implementing or using the Service. You hereby grant to Ooma a non-exclusive, non-transferable (except in connection with any assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use your Customer Data, solely to the extent necessary to provide the Service to you. If you provide Ooma with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback with respect to the Service (collectively, "Suggestions"), you grant to Ooma and its affiliates a royalty-free, worldwide, irrevocable, perpetual license to use, modify, and distribute such Suggestions in connection with efforts to improve, enhance or modify the Service without compensation or attribution to you of any kind. For the purposes of this Agreement.

  13. General

    (a) If we fail to enforce a right under this Agreement, that failure will not prevent us from enforcing other rights or the same type of right on a later occasion.

    (b) If a clause or condition of this Agreement is not legally effective, the remainder of this Agreement will be effective.

    (c) Nothing in this Agreement confers on any third party any right to enforce any of its provisions, but this does not affect any right or remedy of a third party which exists or is available.

    (d) You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent.

    (e) Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement will continue in full force and effect in accordance with their terms notwithstanding termination or expiry of this Agreement.

    (f) This Agreement represents the entire agreement and understanding between us in relation to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral. This clause will not affect the parties' rights and remedies in respect of any fraudulent misrepresentation.

    (g) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by the French law. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 9, such action will only be brought in a court in London and the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

    (h) We will not be liable to you for any loss or damage due to any cause beyond our reasonable control such as failure or shortage of power supplies or broadband connection , acts or omissions of other communications providers, compliance with any regulation, law or court order, acts or omissions of local or central government or other competent authorities.

    (i) The parties acknowledge that the provisions of this Agreement are no more extensive than the parties consider reasonable to protect each party's legitimate business interests. If any court or tribunal of competent jurisdiction will determine that the scope of this Agreement is broader than is enforceable, the parties agree that this Agreement will be deemed modified to be only so broad as will be enforceable.

    (j) Except as stated otherwise in this Agreement, when a notice is required from us to you, we may provide that notice by email to the email address provided by you when you established your account with us. You are responsible for keeping that email address up-to-date. When you are required to give us notice, you must do so, except as stated otherwise in this Agreement, by using the notice facility on your account page provided on our web site or by speaking with a member of our customer support team.

  14. More About Us

    The following information is required by the Electronic Commerce (EC Directive) Regulations 2002. The Ooma Office for WeWork service is provided by Ooma International Ltd. of 9th Floor Cheapside, London, United Kingdom, EC2V6DN with a company number of 10614778. Contact us at 800 91 08 67.


SCHEDULE A

OOMA DATA PROTECTION ADDENDUM (“DPA”)

  1. Definitions
    • The following capitalised terms used in this DPA shall be defined as follows:
      • Controller” has the meaning given in the GDPR.
      • Data Protection Laws" means the EU General Data Protection Regulation 2016/679 ("GDPR"), any applicable national implementing legislation in each case as amended, replaced or superseded from time to time, and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of Customer Personal Data.
      • Data Subject” has the meaning given in the GDPR.
      • European Economic Area" or "EEA" means the Member States of the European Union together with Iceland, Norway, and Liechtenstein.
      • Processing” has the meaning given in the GDPR, and "Process" will be interpreted accordingly.
      • Processor” has the meaning given in the GDPR.
      • Security Incident” means any confirmed accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Customer Personal Data.
      • Standard Contractual Clauses” means the Standard Contractual Clauses (processors) approved by European Commission Decision C(2010)593 or any subsequent version thereof released by the European Commission (which will automatically apply).
      • Subprocessor” means any Processor engaged by us who agrees to receive from us Customer Personal Data.
      • Customer Personal Data” means the "personal data" (as defined in the GDPR) described in Annex 1 and any other personal data contained in the Customer Data that Ooma processes on your behalf in connection with the provision of the Service.
      • Supervisory Authority” has the meaning given in the GDPR.

 

  1. Data Processing
    • The parties acknowledge and agree that for the purpose of the Data Protection Laws, the customer is the Controller and Ooma is the Processor.
    • Instructions for Data Processing. Ooma will only Process Customer Personal Data in accordance with customer’s written instructions. The parties acknowledge and agree that the Agreement (subject to any changes to the Service agreed between the parties) and this DPA shall be customer’s complete and final instructions to Ooma in relation to the processing of Customer Personal Data.
    • Processing outside the scope of this DPA or the Agreement will require prior written agreement between customer and Ooma on additional instructions for Processing.
    • Required consents. Where required by applicable Data Protection Laws, customer will ensure that it has obtained/will obtain all necessary consents and complies with all applicable requirements under Data Protection Laws for the Processing of Customer Personal Data by Ooma in accordance with the Agreement.

 

  1. TRANSFER OF PERSONAL DATA
    • Authorised Subprocessors. Customer agrees that Ooma may use Subprocessors to Process Customer Personal Data. The list of Subprocessors currently engaged by Ooma and authorized by Customer, as of May 25, 2018, is available at https//oomainc.box.com/v/ooma-subprocessor-list.
    • Ooma shall notify customer from time to time of the identity of any Subprocessors engaged. If customer (acting reasonably) objects to a new Subprocessor on grounds related to the protection of Customer Personal Data only, then without prejudice to any right to terminate the Agreement, customer may request that Ooma move the Customer Personal Data to another Subprocessor and Ooma shall, within a reasonable time following receipt of such request, use reasonable endeavours to ensure that the original Subprocessor does not Process any of the Customer Personal Data. If it is not reasonably possible to use another Subprocessor, and customer continues to object for a legitimate reason, either party may terminate the Agreement on thirty (30) days written notice. If customer does not object within thirty (30) days of receipt of the notice, customer is deemed to have accepted the new Subprocessor.
    • Save as set out in clauses 3.1 and 3.2, Ooma shall not permit, allow or otherwise facilitate Subprocessors to Process Customer Personal Data without customer’s prior written consent and unless Ooma:
      • enters into a written agreement with the Subprocessor which imposes equivalent obligations on the Subprocessor with regard to their Processing of Customer Personal Data, as are imposed on Ooma under this DPA; and
      • shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to customer for the acts and omissions of any Subprocessor as if they were Ooma’s acts and omissions.
    • International Transfers of Customer Personal Data. To the extent that the Processing of Customer Personal Data by Ooma involves the export of such Customer Personal Data to a third party in a country or territory outside the EEA, such export shall be:
      • to a country or territory ensuring an adequate level of protection for the rights and freedoms of Data Subjects as determined by the European Commission;
      • to a third party that is a member of a compliance scheme recognised as offering adequate protection for the rights and freedoms of Data Subjects as determined by the European Commission; or
      • governed by the Standard Contractual Clauses between the customer as exporter and such third party as importer. For this purpose, the customer appoints Ooma as its agent with the authority to complete and enter into the Standard Contractual Clauses as agent for the customer on its behalf.
  1. DATA SECURITY, AUDITS AND SECURITY NOTIFICATIONS
    • Ooma Security Obligations. Ooma will implement and maintain appropriate security measures to safeguard the security of Customer Personal Data. Ooma will maintain an information security and risk management program based on commercial best practices to preserve the confidentiality, integrity and accessibility of Personal Data with administrative, technical and physical measures conforming to the generally recognised standards and practices.  Ooma shall implement appropriate technical and organisational measures to protect Customer Personal Data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. Customer acknowledges and agrees that these measures ensure a level of security that is appropriate to the risk.
    • Upon customer’s reasonable request, Ooma will make available all information reasonably necessary to demonstrate compliance with this DPA.
    • Security Incident Notification. If Ooma becomes aware of a Security Incident, Ooma will (a) notify customer of the Security Incident within 72 hours, (b) investigate the Security Incident and provide customer and any law enforcement or regulatory official with reasonable assistance as required to investigate the Security Incident.
    • Ooma Employees and Personnel. Ooma will treat the Customer Personal Data as confidential, and shall ensure that any employees or other personnel have agreed in writing to protect the confidentiality and security of Customer Personal Data.
    • Audits. Ooma will, upon customer’s reasonable request and at customer’s expense, allow for and contribute to audits, including inspections, conducted by customer (or a third party auditor on customer’s behalf and mandated by customer) provided (i) such audits or inspections are not conducted more than once per year (unless requested by a Supervisory Authority); (ii) are conducted only during business hours; and (iii) are conducted in a manner that causes minimal disruption to Ooma’s operations and business.

 

  1. ACCESS REQUESTS AND DATA SUBJECT RIGHTS
    • Data Subject Rights. Where applicable, and taking into account the nature of the Processing, Ooma will use reasonable endeavours to assist customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of customer’s obligation to respond to requests for exercising Data Subject rights laid down in the Data Protection Laws.

 

  1. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION.
    • To the extent required under applicable Data Protection Laws, Ooma will provide customer with reasonably requested information regarding its Service to enable customer to carry out data protection impact assessments or prior consultations with any Supervisory Authority, in each case solely in relation to Processing of Customer Personal Data and taking into account the nature of the Processing and information available to Ooma.

 

  1. TERMINATION
    • Deletion or return of data. Subject to 2 below, Ooma will, at customer’s election and within 90 (ninety) days of the date of termination of the Agreement:
      • make available for retrieval all Customer Personal Data Processed by Ooma (and delete all other copies of Customer Personal Data Processed by Ooma following such retrieval); or
      • delete the Customer Personal Data Processed by us.
    • Ooma and its Subprocessors may retain Customer Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Ooma ensures the confidentiality of all such Customer Personal Data and shall ensure that such Customer Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

 

 

Annex 1

DETAILS OF THE PROCESSING OF CUSTOMER PERSONAL DATA

This Annex 1 includes certain details of the processing of Customer Personal Data as required by Article 28(3) of the GDPR.

Subject matter and duration of the Processing of Customer Personal Data

The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement and this DPA. 

The nature and purpose of the Processing of Customer Personal Data

The Customer Personal Data will be subject to the following basic processing activities: transmitting, collecting, and storing data in order to provide the Service to the Customer, and any other activities related to the provision of the Service or specified in the Agreement. 

The types of Customer Personal Data to be processed

The Customer Personal Data concern the following categories of data:

  • Traffic data about the communications that take place through our Service to enable us to transmit those communications effectively and efficiently;
  • Network monitoring data to enable us to maintain the security and agility of our internal networks;
  • Call detail records of data produced by a telephone call or other telecommunication transactions including various attributes of the call, such as time, duration, completion status, source number and destination number;
  • Voice recordings and any other personal data contained in voice recordings;
  • Billing data, which includes any payment data;
  • Emails or other communications with Ooma; and
  • Any other personal data provided by the customer in connection with its use of the Service.

The categories of data subject to whom the Customer Personal Data relates

The Customer Personal Data transferred concerns the following categories of data for the data subjects:

  • Identification information for Customer’s end user contact information (address, phone number, email address, fax number)
  • Identification information for anyone who uses the Ooma Service at the request of or in connection with the business of the Customer (including phone numbers and email addresses)
  • Any other personal data that the Customer or users choose to include in the context of the communications that are sent and received using the Ooma Services

The obligations and rights of the customer

The obligations and rights of the customer are as set out in this DPA.