The Customer may not scale seats as a method to minimize Blue Ocean Technologies monthly service contract and use the minimized service dollars as a means to supplement another vendor’s services in place of Blue Ocean Technologies’ service. It is understood that Blue Ocean Technologies will be the single source telecommunication vendor at all sites under contract. If Customer supplements Blue Ocean Technologies services with another vendor Blue Ocean Technologies may terminate the contract and all early termination charges will apply.
All Blue Ocean quotes are sent without taxes and fees due to their variability across time and jurisdictions. Blue Ocean will charge customer for all One-time fees and the first month of service at contract signing. The initial billing invoice will include any 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. All fees charged are non refundable.
Monthly billing will begin 30 days from the execution of the order for services signed by customer. All Blue Ocean billing is in 30 day increments. There are no partial month's billing for services. All customers are required to have a valid ACH or credit card on file with Blue Ocean at all times and expressly grant Blue Ocean the right to charge said payment method for all monies owed for services rendered or additional products authorized by customer for purchase including any past due balances that may be present. In the event customers payment does not process, Blue Ocean Accounting will notify customer and customer will have 5 days to present a new, valid payment method or services will be temporarily interrupted. Blue Ocean reserves the right to require a deposit or prepayment from customer should payment failure occur more than three times in a calendar year. Failure to pay a required deposit will be deemed a breach of these Terms of Service and customer will be subject to Early Termination charges and disconnection of all services from Blue Ocean Technologies. Customer may contact Blue Ocean Accounting at anytime to make changes to the payment method should that be necessary by calling 205 776 6904 or by email at accounting@blueotech.net. Requested to changes in billing must be signed for by the customer and will be implemented on the next billing cycle.
All cancellations must be received in writing to accounting@blueotech.net 30 days in advance of requested cancellation date. Until you notify us of your intention to cancel, your Service and your Agreement with us will not terminate, you will remain a Blue Ocean Technologies customer, and you will continue to be responsible for all charges and fees associated with your Blue Ocean Technologies Service. You will not receive any refund or partial refund or any credits for any charges already billed to your account.
4.0 CHARGES AND FEES
Usage charges are assessed to Customer's account as Services are utilized and are based on usage Rates in effect at the time the Service was delivered. Usage rates may vary depending on a number of factors including but not limited to: (i) the type of Services provided, (ii) the terminating locations where the Services are offered and provided. Usage is billed in six second increments and may be subject to a minimum connect charge except as otherwise detailed in the usage rates on Blue Ocean Technologies' website. 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. All refund, charges, fees and credits will be settled in United States dollars (USD). The Customer may view Blue Ocean Technologies’ effective rates for usage, recurring and non-recurring charges at www.blueotech.net. Federal and State telecom taxes change from time to time. It is Blue Ocean Technologies desire to have these included in our monthly rates but reserves the right to add taxes as deemed necessary to maintain compliance with government regulations.
4.1 SERVICE CREDITS
Service Credit allowances shall be provided at the sole discretion of Blue Ocean Technologies upon written request by the Customer to billing@blueotech.net. If it is determined by Blue Ocean Technologies that a credit warranted, the amount will be credited directly to the Customer's account balance to be applied against future use of Services. Credits will not be refunded in the event that this agreement is terminated.
4.2 TAXES
Customer is responsible for, and shall pay, any 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 Services. Such amounts are in addition to payment for the Services and will be assessed to your account as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide Blue Ocean Technologies with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date Blue Ocean Technologies receives such certificate.
4.3 BILLING DISPUTES
All billing disputes or requests for adjustments must be made in good faith and received by Blue Ocean Technologies in writing within 45 days of the disputed event or Customer's right to raise such billing disputes will be deemed waived. All billing disputes must be submitted to the following email address billing@blueotech.net. Each billing dispute should contain sufficient information for Blue Ocean Technologies to investigate the disputed event, including but not limited to, the time and date of the event, type of service used, origination and termination details, and the nature of the dispute. Blue Ocean Technologies will respond to each dispute within 21 days of receipt of properly completed dispute information. If Blue Ocean Technologies determines that a disputed event was billed in error, Blue Ocean Technologies will issue a credit to reverse the amount that was incorrectly billed. Blue Ocean Technologies shall solely determine disputed events, and Blue Ocean Technologies’ decision on the disputed event, absent arithmetic errors, shall be final.
5.0 NON PAYMENT OF SERVICE
All customers are required to have a valid ACH or credit card on file with Blue Ocean at all times and expressly grant Blue Ocean the right to charge said payment method for all monies owed for services rendered or additional products authorized by customer for purchase including any past due balances that may be present. In the event customers payment does not process, Blue Ocean Accounting will notify customer and customer will have 5 days to present a new, valid payment method or services will be temporarily interrupted. Blue Ocean reserves the right to require a deposit or prepayment from customer should payment failure occur more than three times in a calendar year. Failure to pay a required deposit will be deemed a breach of these Terms of Service and customer will be subject to Early Termination charges and disconnection of all services from Blue Ocean Technologies. Customer may contact Blue Ocean Accounting at anytime to make changes to the payment method should that be necessary by calling 205 776 6904 or by email at accounting@blueotech.net. Requested to changes in billing must be signed for by the customer and will be implemented on the next billing cycle.
5.2 SUSPENSION AND TERMINATION BY BLUE OCEAN TECHNOLOGIES
Blue Ocean Technologies reserves the right to suspend or discontinue providing Services generally, or to terminate Customers Service, at any time in its sole discretion if client has violated terms of service. Blue Ocean Technologies will only terminate services for any other reason with 30 days written notice. If Blue Ocean Technologies discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of any final month's recurring charges. If Customer's Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper or unacceptable use of Services as set forth in Section 2.3, Customer will be responsible for the full month's charges to the end of the current month, including without limitation un-billed charges plus termination or disconnect fee, all of which immediately become due and payable. Accounts that are inactive for a period of sixty (60) days will be automatically suspended. Accounts are considered inactive if no Service usage occurs during the period. Inactive accounts that are suspended will, at the sole discretion of Blue Ocean Technologies, be terminated if the Customer fails to request that the account be reactivated and resumes using service within 30 days of the account being suspended. Accounts terminated for inactivity will be assessed a disconnect fee.
5.3 PORTING EXISTING NUMBERS:
Blue Ocean will assist customer in porting numbers from another carrier by submitting the proper paperwork on behalf of the Customer. Customer authorizes Blue Ocean to make whatever changes are necessary with losing carrier to accomplish the port including but not limited to signing porting documents on Customers behalf as required by the losing carrier. Blue Ocean will charge Customer a fee of $300 or $100 per number, whichever is greater, to be ported for cancellations after a Firm Order Commitment has been received from the losing carrier. Orders cancelled within 24 hours of the port will be assessed an additional $250 cancellation fee. Porting your number to another carrier does not terminate your account nor stop your billing for services. Your account can only be terminated via the guidelines in section 3 and are subject to all conditions of section 3.0. Requests for Snapback to the losing carrier for any reason will be billed to the customer at $350 per number snapped back. Toll Free numbers ported into Blue Ocean will be assessed a monthly recurring charge as well as usage charges at the prevailing per minute rate.
5.4 E911 DURING PORTING PROCESS
During the transition period when you numbers are being ported from your previous provider to BlueWave, e911 service will not be active on our system. Please do not use the Bluewave telephones to call 911 in the case of an emergency. While the numbers are in transition, your old carrier will have the e911 emergency information in their system. Blue Ocean Technologies will not be able to provision your system until the numbers have been transferred successfully. Calls made to e911 during this transition period where an emergency address has not be assigned are subject to a fee of $250.00 per incident. In order to avoid this penalty, use your old phone system or a mobile device until Blue Ocean Technologies has completely transferred your numbers.
6.0 EQUIPMENT AND INSTALLATION COSTS
All equipment and installation sales including but not limited to telephones, switches, routers, and other network appliances are final and sold as is. All equipment will be new unless specifically stated on your purchase agreement. Blue Ocean Technologies does not manufacture any equipment therefor all equipment is sold as is and with the manufacturer’s warranty. All warranty transactions must be processed per the manufacturer of the device’s specifications. Blue Ocean Technologies may assist customer in this endeavor but is not responsible for the manufacturer’s decision nor does Blue Ocean Technology assume any liability for fitness of use of said equipment. No refunds will be given for equipment once ordered or for installation and set up charges once service agreement has been signed by customer.
7.0 COPYRIGHT, TRADEMARKS, UNAUTHORIZED USAGE OR SOFTWARE
The Services and any software used to provide the Services or provided to Customer in conjunction with providing the Services, and all Services, information, documents and materials on Blue Ocean Technologies’ 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 Blue Ocean Technologies are and shall remain the exclusive property of Blue Ocean Technologies and nothing in this Agreement shall grant you the right or license to use any of such marks. Customer acknowledges that you have not been granted any license to use the firmware or software used to provide the Services or provided to you in along with providing the Services. If Customer uses an interface device not approved by Blue Ocean Technologies with Services, Customer will indemnify and hold harmless Blue Ocean Technologies, its officers, directors, employees and affiliates against any liability arising out of such use.
8.0 PRIVACY
Customer acknowledges and understands that Blue Ocean Technologies Services utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Information transmitted over the public Internet or third party networks may not be encrypted. Blue Ocean Technologies shall not be liable for any lack of privacy which may be experienced with regard to using the Service. Customer acknowledges and understands that from time to time Blue Ocean Technologies employees, subcontractors and agents may view Company's data and call information in order to resolve specific errors discovered with Blue Ocean Technologies’ Services or third party service providers.
8.1 CALL RECORDINGS
Blue Ocean Technologies provides Customers with the ability to record telephone calls at no charge. These recordings will be stored on the Bluewave server for 30 days. After 30 days these recordings will be deleted and unavailable for retrieval by Blue Ocean or Customer. Blue Ocean provides this service as a courtesy and does not accept responsibility for any calls that were not recorded as anticipated or deleted after the 30 day time frame. Customer acknowledges that they will use the call recordings in accordance with Federal, State, and Local laws. Blue Ocean Technologies liability for call recording is incorporated into Section 11 of this document and explicity incorporated into Sub Sections 11.3 and 11.4.
9.0 SERVICE OUTAGES
Customer acknowledges and understands that the Blue Ocean Technologies’ Services rely on existing Customer infrastructure (not provided by the Blue Ocean Technologies) and are dependent on high-speed, quality broadband access to each Customer's location. Service outages may occur that are outside of the control of Blue Ocean Technologies.
Outages may occur for a variety of reasons including but not limited to power failures, service interruptions by Customer's broadband provider and/or Internet Service Provider, service interruptions by third party service providers and failings of the public Internet, Blue Ocean Technologies’ components or PSTN (Public Switch Telephone Network). In the case of such an outage, Blue Ocean Technologies Services may be unavailable in part or entirely until such time that the outage is resolved and Blue Ocean Technologies Services access connectivity has been restored. At no time will a service outage(s) be deemed as cause for early termination of this agreement.
Non-Usage charges will continue to be accrued during outage periods until the Customer or Blue Ocean Technologies terminate the Service in accordance with this Agreement. Blue Ocean Technologies may perform scheduled or emergency maintenance (including temporary suspension of Services as necessary) to maintain or modify its Services. Blue Ocean Technologies will make best effort to provide the Customer with notice of such maintenance as is reasonably practicable in the circumstances.
10 GENERAL CONDITIONS
10.1 Blue Ocean Technologies’ primary methods of communication with Customers are via electronic mail ("email") and the Blue Ocean Technologies web site at www.blueotech.net. Notices to Customer shall be sent to the email address ("Email Address") specified by Customer at the time of registration for the Services or as subsequently updated by Customer. Customer is responsible for notifying Blue Ocean Technologies of any Email Address changes. Customer agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. Blue Ocean Technologies may also post notices as set of the previously and such posting on the Blue Ocean Technologies website will also constitute notice to the Customer.
10.2 This Agreement and the rates for Services at www.blueotech.net constitute the entire agreement between Customer and Blue Ocean Technologies and govern Customer's use of the Services, superseding any prior agreements between Customer and Blue Ocean Technologies and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding on Blue Ocean Technologies unless it is posted in accordance with Section 10.3 hereof.
10.3 Blue Ocean Technologies may change the rates, terms, and conditions of this Agreement from time to time. Blue Ocean Technologies reserves the right to change the rates for month to month customers at any time on a customer by customer basis should the need arise. Notices will be considered given and effective on the earliest date of when the Customer is notified by email and the notice is posted on the Blue Ocean Technologies website at www.blueotech.net. Such changes will become binding on Customer, on the date mailed, emailed, and or posted to Blue Ocean Technologies website and no further notice by Blue Ocean Technologies is required.
10.5 The failure of either party to enforce at any time any provision of this Agreement, or to exercise any option which is herein provided, or to require or fail to require at any time performance by the other party of any provision herein, shall in no way affect the validity of, or act as a waiver of this Agreement, or any part hereof, or any right of such party thereafter to enforce it.
10.6 If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
10.7 All Section headings and captions used in this Agreement are for convenience or reference only and are not intended to define or limit the scope of any provisions in this Agreement.
10.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.
10.9 Customer acknowledges that its breach of the Agreement will cause irreparable damage and hereby agrees that Blue Ocean Technologies shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
10.10 Each Party represents and warrants that the execution of this Agreement and performance of Party's obligations hereunder will not conflict with, result in the breach of any provision of, or the termination of or constitute a default under, any agreement with any other person or entity of which either Party is a party or by which they are bound.
10.11 No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
11 LIMITATION OF LIABILITIES AND INDEMNIFICATION
11.1 Customer acknowledges and understands that Blue Ocean Technologies’ liability is limited for any Service outage, reduction in service level or inability to dial 91l/emergency services or to access emergency service personnel, as set forth in this document. Customer agrees to defend, indemnify, and hold harmless Blue Ocean Technologies, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney fees and costs incurred or suffered by Blue Ocean Technologies) by, or on behalf of, Customer, an Agent of the Customer or any third party or user of Customer's Service, relating to the absence, failure or outage of the Services, including 911 dialing/emergency services and/or inability of Customer or any third person or party or user of Customer's Service to dial 911 or to access emergency service personnel, the loss of data, loss of revenue or profits, or damages arising out of or in connection with the use or inability to use the Services, breach of a representation or Warranty of Agent, acts, omissions or default of the Agent or Agent Parties in the performance of any of the covenants, obligations, services or agreements of Agent. This paragraph shall survive termination of this Agreement.
11.2 Blue Ocean Technologies shall not be liable for any delay or failure to initiate and provide Services, including the inability to access 911 dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following: act or omission of Blue Ocean Technologies or an underlying carrier, service provider, vendor or other third party; equipment, network or facility failure; power outage, equipment, network or facility upgrade or modification; force major events such as (but not limited to) acts of god; strikes; fire; war; riot; government actions; equipment, network or facility shortage; equipment or facility relocation; service, equipment, network or facility failure of Blue Ocean Technologies’ Services or caused by the loss of power to Customer; outage of Customer's ISP or broadband service provider; act or omission of Customer or any person using the Service provided to Customer; or any other cause that is beyond Blue Ocean Technologies’ control. The exception will be those items outlined in Blue Ocean Technologies’ defined SLA's.
11.3 Blue Ocean Technologies’ aggregate liability for (i) any Service outage or degradation in Services; (ii) any claim with respect to Blue Ocean Technologies’ performance or nonperformance hereunder or (iii) any failure or mistake, or (iv) any Blue Ocean Technologies act or omission in connection with the subject matter hereof shall in no event exceed Service charges with respect to the affected time period.
11.4 IN NO EVENT SHALL Blue Ocean Technologies, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR 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 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 BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. 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 Blue Ocean Technologies WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
11.5 Customer is liable for any and all liability that may arise out of the content transmitted between Users of Services and between Users of Services and third parties. You shall assure that Customer's or User's use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. Blue Ocean Technologies reserves the right to terminate or suspend affected Services, and/or remove your or Users' content from the Services, if Blue Ocean Technologies determines that such use or content does not conform with the requirements set forth in this Agreement or interferes with Blue Ocean Technologies’ ability to provide Services to you or others or receives notice from anyone that Customer's or Users' use or Content may violate any laws or regulations. Blue Ocean Technologies’ actions or inaction under this Section shall not constitute review or approval of Customer's or Users' use or Content. The Customer will indemnify and hold harmless Blue Ocean Technologies against any and all liability arising from the content transmitted by or to Customer or to Users using the Services. A "User" means any person, whether authorized or unauthorized, using the Service provided to Customer.
11.6 DISPUTES In the event a dispute arises between the parties to this Agreement, it is hereby agreed that the dispute and the parties shall submit to binding arbitration in accordance with the rules of the American Arbitration Association, or the applicable United States Arbitration and Mediation Rules of Arbitration. The arbitrator's decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the mediation and arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including a reasonable attorney's fee for having to compel arbitration or defend or enforce the award. This paragraph does not apply to any dispute arising as a result of Paragraph 7.0 this Agreement regarding marks. Any arbitration will take place in the state of Alabama. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
By using the service you agree to all terms and conditions set forth herein.