COMPUTER LINK NORTHWEST, LLC – TERMS AND CONDITIONS
Computer Link Northwest, LLC dba Skamokawa Internet Services (“CLNW” or “we”) provides services (the “Services”) to customers (“Customer” or “you”) that are subject to the following Terms and Conditions (the “Terms” or “Agreement”). By creating an account on this website with CLNW or by using the Services, you affirmatively agree that you have reviewed and accepted the terms of this Agreement. These Terms represent a binding legal commitment between you and CLNW. Continued use of the site constitutes the affirmative agreement to these Terms and Conditions.
OUR RIGHT TO CHANGE THE TERMS AND CONDITIONS & YOUR RELATED RIGHTS
CLNW reserves the right to change the Terms and Conditions under which the CLNW sites and Services are offered, including but not limited to the charges associated with the use of the CLNW sites and Services. Other changes can include but are not limited to the following: (1) how we calculate charges and apply any given discounts; (2) how we provide service coverage; (3) how we utilize technology to provide you Service; (4) and Cost Recovery Fees. In response to the Terms and Conditions changes, you have the right to terminate Service(s). Any access fees or charges arising from your continued use of our Services after the effective date of change are your sole responsibility. You agree to indemnify and hold harmless CLNW, its officers, employees and affiliates for losses or third-party claims arising from Customer’s use of the Services. Continued use of CLNW Services after Terms have changed constitute agreement to the Terms.
By visiting CLNW’s website, customer portal(s), or by sending email to us, you agree to send and receive communications with us electronically. We will communicate with you by email or by posting notices on this site or in the customer portal. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
To use CLNW’s Services, you must create an account on this website. When creating an account, you must provide accurate and complete information about yourself as requested during the account creation process. CLNW reserves the right to terminate, without notice, accounts with inaccurate, fraudulent or incomplete customer information. You must also maintain that information after you create your account so it remains complete and accurate. You will have the ability to create other accounts and sub-accounts. By creating additional accounts or sub-accounts on this website, you confirm acceptance, understanding, and agreement of these Terms for anyone using CLNW’s Services under those accounts. You are solely responsible and agree to pay for all use (whether authorized or unauthorized) of our Services under your account(s) and subaccount(s). You are also solely responsible for all use and for all acts and omissions of users or third parties that have access to your Services. You agree to take all reasonable precautions to prevent unauthorized access to or use of our Services and will notify us promptly of any unauthorized access or use. You agree to indemnify and hold harmless CLNW, its officers, employees and affiliates for losses, third-party claims or fraud arising from the use of the Services by users or third parties that have access to your Services. We will not be liable for any loss or damage arising from unauthorized use of your account.
For CLNW prepaid Services, your account will be charged as Services are used throughout the month. A positive balance must be kept on your account to keep your products and Services active. Minimum incremental payment is $25. CLNW provides the option to auto-fill your Account a defined incremental payment with an approved payment method to maintain a positive Account balance. If your service is suspended for negative balance, you will be required to make a payment higher than the negative balance to reactive Services. Minimum balance required to reactivate an account is $25. You agree to pay any and all charges that your accounts, sub-accounts, or end users accessing your Services (Users) incur while using CLNW’s service, including any and all applicable taxes and fees. CLNW will provide automated notifications for Account balances and transactions, but it is always your responsibility to manage your Account balance to keep your products and Services active. Prepaid debit cards are not accepted as a form of payment. Any account less than thirty days old will need to contact CLNW Support to order new Toll Free numbers.
For CLNW postpaid Services, you shall pay all invoices within thirty (30) days of the invoice date. Any undisputed charges not timely paid in full shall be assessed a late fee in the amount 1.5% of the unpaid balance per month or the maximum lawful rate. For past due amounts, CLNW may, after giving you five (5) days’ notice, suspend all Services until you have paid your balance in full or terminate this Agreement at CLNW’s sole discretion. In order to provide postpaid Services, CLNW may from time to time, at its sole discretion, review your creditworthiness. CLNW may require a security deposit prior to postpaid Services being made available for use, and may limit the aggregate charges or usage allowed in a given period. Any amount(s) shall be later applied to the account balance upon disconnect of Services.
If CLNW receives a “chargeback” or payment reversal request from your bank/credit card company or Pay Pal for a payment that was made on your account, your ability to use that method for future payments will be suspended. Any payment(s) that receives a chargeback request will be immediately deducted from your account balance. All chargebacks issued to the account will incur a $25 handling fee per incident.
Taxes. All Service Fees and other charges are exclusive of any taxes, surcharges, public utility fees and regulatory fees (including, without limitation, Universal Service Fees and E911 taxes). You are responsible for taxes and fees billed by CLNW. Taxes and regulatory fees may increase during the Term, and you will pay such increased fees commencing with the next monthly bill. Should you claim an exemption of any taxes or regulatory fees, you must provide official documented and certified proof of such exemption. Any relief from taxes or regulatory fees will begin upon receipt of exemption. In no event will CLNW be liable for any taxes due by your accounts, sub-accounts or your Users, and you agree to defend, indemnify and hold harmless CLNW against third party claims against CLNW alleging nonpayment of taxes or fees.
Cost Recovery Fee. CLNW charges a Cost Recovery Fee as a percentage of monthly billed services. A Cost Recovery Fee allows CLNW to offset expenses and management costs incurred by CLNW such as state and federal regulatory fees and business licenses.
If you dispute any charges in good faith, you shall submit to CLNW within ten (10) calendar days following the posting of such disputed charges, the written documentation identifying the disputed charged amounts. CLNW shall investigate the disputed charges and upon a finding in favor of customer, CLNW shall issue a credit against future charges. Failure to dispute a charge in writing within fifteen (15) days of the posting of that charge will create an irrefutable presumption of the correctness of the charge, absent manifest error. A dispute may not be based upon a claim that all or a portion of the charges for the Services were incurred by unauthorized users. All decisions concerning disputes are subject to CLNW’s sole discretion.
OUR RIGHT TO SUSPEND OR TERMINATE SERVICES
At any time, and for any reason, we may terminate these Terms and Conditions and all Service(s) upon written notice to you. Further, we may immediately suspend or terminate any Service(s) with or without notice for the following reason(s) that warrant such action: (1) if you breach the CLNW Terms and Conditions; (2) if you fail to respond to a law enforcement request or other government order; (3) if you use Services to violate any state or federal laws or laws of any other competent jurisdiction in any manner; (4) you fail to comply with the Payment section of the Terms and Conditions; or (5) you violate the CLNW Acceptable Use Policy (“AUP”).
We offer full refunds on remaining pre-paid balance upon request for all payments made within 30 days. We do not offer refunds for monthly subscriptions such as Telephone Numbers, Toll Free numbers, 911 registration, etc. There will be no refunds for one-time/setup fees or for custom vanity toll free number request fees. We may offer refunds (minus shipping) for hardware devices returned within 30- days of purchase (from CLNW) if the hardware has been identified to be defective by our support department. Refunds for hardware devices will only be issued once the defective device has been returned (in good condition) back to CLNW. You are responsible for all shipping charges related to the return of the defective device back to CLNW.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
All content of the CLNW or any affiliated websites such as text, graphics, logos, button icons, images, data compilations and software, is the property of CLNW and is protected by intellectual property laws. Except where allowed by law, you may not attempt to reverse engineer, decompile, recreate source code, or create derivative works of any software used in providing CLNW Services. You agree to indemnify and hold harmless CLNW, its officers, employees and affiliates against third-party claims alleging that you, your employees, officers, affiliates users or end users use the Services in a way that violates a third party’s intellectual property rights.
“Confidential Information” means any business or technical information disclosed by one Party to the other Party that: (1) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (2) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. “Confidential Information” does not include any information which: (1) is publicly available through no fault of receiving Party; (2) was rightfully known to receiving party prior to disclosure; (3) is independently developed by the receiving Party without use of or reference to the disclosing party’s Confidential Information. For clarity, CLNW software and access-restricted customer portal capabilities constitute Confidential Information.
Each Party agrees it will not disclose Confidential Information to third parties without written consent of the other Party, except to those employees, vendors, or affiliated entities with a bona fide need to know and are legally bound to keep such information confidential consistent with this Agreement. Either Party may disclose Confidential Information of the other Party as required by law.
LIMITS OF LIABILITY
CLNW SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PROVIDE SERVICE(S) AT ANY TIME. IN NO EVENT SHALL CLNW, ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, FFILIATES, AGENTS OR PROVIDERS WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE, PROFITS OR ANTICIPATED PROFITS, OR DAMAGES RISING OUT OF OR IN CONNECTION TO THE USE OR INABILITY TO USE THE SERVICE. FURTHER, IN ANY EVENT, THE LIABILITY OF CLNW TO CUSTOMER FOR ANY REASON WHATSOEVER HALL BE LIMITED TO A CREDIT IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR CLNW’S SERVICE FOR THE PERIOD OF TIME OF ANY EVENT OR OCCURRENCE THAT IVES RISE TO THE CLAIM BY CUSTOMER. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR TORT ND ANY AND ALL OTHER LIABILITY AND APPLY WHETHER OR NOT CLNW WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGE. Warranties. THE SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY ADDENDUM(S) HEREUNDER ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CLNW HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHERS ARISING BY STATUTE OR OTHERWISE IN LAW FROM COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE.
In conjunction with this Agreement, each party shall at all times comply with all applicable federal, state, and local statutes, ordinances, regulations and orders of any commission or other government body.
Customer agrees to the exclusive jurisdiction of the state and federal courts of Hennepin County in the state of Minnesota in the United States of America for any and all disputes arising out of or relating to CLNW’s Services of these Terms and Conditions, or concerning the validity or enforceability of these Terms and Conditions.
CLNW is authorized to collect information from you in connection with your use of our Services. Generally, CLNW is authorized to collect the personal information that we need to provide you with our Services. We do not collect your personal information for any other purpose without your consent. When you establish an account for Services, we collect information such as your name, address, and telephone number, as well as information used for billing, payment, and any other information we may need to establish and service your account. When you first order Services, and when you request any subsequent changes or updates to your Services, CLNW may collect information about the service options that youhave chosen. CLNW may also collect your personal nformation when you contact us: for example, if you ask for support or maintenance, have questions about your bill, send us e-mails, respond to our surveys or e-mails, engage in chat sessions with us, register for information, or participate in promotions or contests.
We make every reasonable effort to protect customer privacy. Nevertheless, we may be required by law to disclose personal information about a customer without his or her consent and without notice in order to comply with a valid legal process such as a subpoena, court order, or search warrant. We may also use or disclose personal information about you without your consent to enforce our rights in court or elsewhere, or directly with you, and for violations of the Service’s terms of service and policies.
WE WILL ASSUME THAT YOU DISAPPROVE OUR SHARING OF THIS INFORMATION WITH THIRD PARTIES FOR MARKETING PURPOSES OR USE OF THIS INFORMATION IN MARKETING NONCOMMUNICATIONS SERVICES, UNLESS YOU CONTACT US AND PROVIDE WRITTEN APPROVAL. WE RETAIN THE RIGHT TO USE YOUR PERSONAL INFORMATION FOR INTERNAL BUSINESS PURPOSES OR WHERE REQUIRED BY LAW.
You have the right under Federal Law and we have a duty to protect the confidentiality of your Customer Proprietary Network Information (“CLNW”), which includes information about the telecommunications Services you use including: (1) the quantity; (2) type and location; (3) technical configuration; (4) and other subscriber information found on your bill. To further protect your information, we implement safeguards and contact authentication procedures in protecting your CLNW. Only authorized users that are listed on the account can communicate with CLNW representatives and receive information regarding the account.
Value Added Resellers (“VAR”) or Agents who sell communications services may send invitations with an affiliate link to their End Users inviting them to sign up for CLNW Services. Creating an Account from such an affiliate link represents a binding legal commitment to abide by CLNW Terms and Conditions. Creating an Account from an affiliate link also provides the VAR or Agent the ability to manage CLNW Services on your behalf, and by doing so you explicitly: (1) grant the referring Agent or VAR authorization to order Services on your behalf, (2) authorize the Agent or VAR to request information about your CLNW Services or Billing Information, including but not limited to: call details records, service information, billing information, assigned telephone numbers, or other configuration details, some or all of which may be considered CLNW. You may revoke the VAR or Agent ability to manage your account and access CLNW by contacting CLNW at info@CLNW.com. CLNW is committed to protecting the confidentiality of CLNW. CLNW may, from time to time, have theopportunity to offer you products and ervices that will better meet your needs by using service-related information associated with the services you have already purchased from CLNW. If you wish to restrict CLNW’s use of your CLNW, please notify CLNW, in writing, to restrict the use of your information.
ACCEPTABLE USE POLICY
Please send reports of activity in violation of these Terms & Conditions to abuse@CLNW.com. CLNW will reasonably investigate incidents involving such violations. CLNW may involve and will cooperate with law enforcement officials if any criminal activity is suspected. Violations may create criminal and civil liability.
E911 TERMS & CONDITIONS
Definitions 911 = Emergency call service typically used for delivering emergency calls to a public safety access point.
PSAP = Public Safety Answering Point
VoIP = Voice over IP
DID = Direct Inward Dial aka 10-digit local telephone number
ECRC = Emergency Call Relay Center
Customer Obligations Concerning Emergency 911 Service Limitations. Due to FCC rulings and regulations, all customers who are using CLNW Services as their primary residential or business telephone carrier must activate 911 Emergency Services on at least one telephone number (Enhanced DID) per location.
You agree to provide CLNW with detailed address and contact information related to any location where you are utilizing CLNW Services and may access 911 Emergency Services. You agree to continually update this information prior to implementing any moves, adds or changes to CLNW Services or your service location. You acknowledge that failure to provide such information on a timely basis will severely impair CLNW’s ability to provide emergency 911 services. Failure to update location and contact information may result in 911 calls routing to the incorrect PSAP.
To ensure any E911 call is routed properly, you must set your outbound caller ID value to the specific 10- digit number (Enhanced DID) which includes 911 Service. This is how the CLNW network identifies Your Emergency Response Location and determines PSAP routing.
A call routing to an ECRC due to you originating a call from a telephone number not supporting 911 service, or failing to set the outbound caller ID value to the correct number, will result in a $75 ECRC surcharge per E911 call.
Service Outages Due to Power Failure or Broadband/Internet Service Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply at your location, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure devices at your service location prior to utilizing the Service, including 911 Dialing. Service outage, suspension, or disconnection of your Broadband or Internet Service will prevent all Services, including 911 dialing, from functioning.
Service Outages Due to Suspension or Disconnection of Broadband Service or ISP Service. Service outages or suspensions or disconnections of service by your broadband service provider or ISP will prevent all Services, including 911 Dialing, from functioning.
CLNW shall have no responsibility or liability to you or any third party in connection with or for responding to emergency 911 or other emergency referral calls. You agree to indemnify and hold CLNW harmless from and against any actions and/or liability arising out of CLNW’s provision of said Service.
Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or disconnecting the Service.
SIP TRUNKING SERVICES
Telephone Numbers. CLNW provides support for two types of Telephone Numbers supported with SIP Trunking.
- Basic DID includes no features and does not support E911.
- Enhanced DID includes E911 and CNAM delivery.
You will not allow access to E911 Emergency Services unless such use conforms with, and you have consented to, CLNW E911 Terms and Conditions.
CLNW-Provided Telephone Numbers. CLNW provides new Telephone Numbers in Offered Rate Centers via the CLNW Portal. CLNW retains ownership and is the customer of record for CLNW provided Telephone Numbers used with our Services. Unless required by law, we reserve the right to refuse porting of CLNW provided Telephone Numbers at our sole discretion unless you have paid for the number in excess of 90 days.
CLNW reserves the right to reclaim CLNW provided Telephone Numbers that are underutilized or are associated with accounts that are suspended due to non-payment, suspected fraud, or abuse, 60 days after notice.
Ported Telephone Numbers. CLNW can port-in existing Telephone Numbers registered to another carrier upon request. You represent and warrant you have all rights and authorizations required necessary for the porting and will provide necessary documentation before the port request will be processed.
If you change a requested service activation date such that CLNW incurs charges from a donating carrier for Local Number Portability order change, cancellation, or snapback, CLNW will charge you any fees or charges incurred as a result of your requested cancellation or change. If you port out a number in error, CLNW will charge you any fees or charges incurred to retrieve or snapback the number from the winning carrier.
It is your responsibility to disconnect any Telephone Numbers in the CLNW Portal that are not being used or have ported away from CLNW. Failure to disconnect numbers from your account under these circumstances will result in continued monthly billing for those Services, which you agree to pay.
SIP Trunking Service is composed of unlimited elastic SIP Trunk sessions, Telephone Numbers, optional Features, and Usage plans associated with your account. Default call capacity is limited to 3 Calls Per Second (“CPS”) per Account. For additional capacity, contact CLNW Support.
Features are available for SIP Trunking Services and are configurable via the CLNW Portal. Some features are available for additional charges as indicated on the Portal and will be charged to your account and appear on your invoice. It is your responsibility to disconnect any Features that are not in use. Failure to disconnect Features will result in continued monthly billing for those Features, which you agree to pay.
THIRD PARTY PRODUCT
Device Configuration. It is your responsibility to properly configure your servers and/or devices for use with CLNW Services. CLNW does not offer free technical assistance for third party devices which may include but not limited to PBX Servers/Switches, IP Phones, and ATA Adapters. CLNW does offer professional services for configuration and setup assistance, please contact our sales department at sales@CLNW.com or call 866.629.8200. You are solely responsible for charges arising from fraudulent usage or hacking of misconfigured devices. Please note that due to the overwhelming number of third party devices on the market, professional service engagements are not guaranteed.
Usage rate plans are published on CLNW’s Portal and include charges for local, domestic long distance, and toll-free calling and may be updated at our discretion. Any calls to Directory Assistance (411, 1-XXX-555-1212) including Toll Free Directory Assistance (1.800.555.1212) will incur an additional per call charge to route to our national Directory Assistance call center. You are responsible for any fees or surcharges imposed by payphone operators from inbound calling.
VOICE USAGE POLICY
CLNW prohibits using the Service without prior written approval for high-volume autodialing, continuous or extensive call forwarding, high-volume telemarketing ( ncluding, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting, or unsolicited advertising, promotional announcements, or solicitations, routing a disproportionate volume or percentage of high cost voice traffic to CLNW that exceeds reasonable business usage, or usage that violates federal, state, or local statutes, ordinances, regulations or orders. Caller ID “spoofing” i.e. placing calls to the CLNW network with randomly generated 10-digit phone numbers, or any number not associated with your Account, set as the outbound caller ID is prohibited. You agree information you provide to the LIDB/CNAM database will not be misleading or inaccurate, and you agree to adhere to industry standards, laws, rules and regulations relating to CNAM, including the Truth in Caller ID Act. We reserve the right to immediately disconnect or modify Service without opportunity for refund if we determine, in our sole and absolute discretion, that you have at any time used the Service or devices for any of the aforementioned or similar unapproved activities.
RATE ADJUSTMENTS FOR SHORT DURATION AND INCOMPLETE CALLS
If 30% or more of your completed calls are equal to or less than 60 seconds in length (the “Short Duration Call Threshold”), or if more than 30% of your total call attempts do not complete during any given month per Account during any billing cycle (the “Incomplete Call Threshold”), then CLNW may change your rates upon notice. Additionally, CLNW may terminate your use of the Service and disconnect all relevant Services upon 30 days prior notice.
CLNW offers Call Recording as an add-on Feature. Notification and consent requirements for recording voice calls varies by state and jurisdiction. Some jurisdictions require consent to be obtained from all parties to record a call. Additional state and federal laws or industry specific guidelines and regulations may apply regarding the storage, security, and access to call detail records and the recorded media itself. Examples of such laws, guidelines, or regulations include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, and the Payment Card Industry Data Security Standard. You are solely responsible for complying with all state, federal, or industry specific guideline or regulations in any relevant jurisdiction when using Call Recording features. CLNW is not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of Call Recording features or the use of its products by you or your end users, whether legal or illegal, and you will indemnify and hold CLNW harmless for any claims, damages, fines, or penalties arising out of your failure to adhere to applicable laws or regulations in any jurisdiction.
Some CLNW Services are Messaging enabled, providing for the exchange of Short Message Service (“SMS”) and Multimedia Message Service (“MMS”) messages with other networks via the CLNW Messaging Gateway. CLNW will provide to Customer, on a non-exclusive basis, the Service whereby CLNW shall (a) transmit to destination networks directly, or indirectly through an intermediary, SMS or MMS messages successfully received by CLNW from Customer and (b) transmit to Customer SMS or MMS messages CLNW successfully receives directly from originating networks, or indirectly from an intermediary, and that is properly designated for Customer. CLNW has no obligation hereunder to transmit any SMS or MMS message to, or receive and transmit any SMS or MMS message from, any entity with which CLNW does not have direct or indirect connectivity.
- Interconnection for the exchange of SMS and MMS is via API, or CLNW-provided web interface.
- CLNW will provide the Service with features, capabilities, options, and pricing defined in the customer portal or as described in applicable Addenda or Exhibits. Customer acknowledges and agrees that Customer and Customer end-users will adhere to CLNW Messaging Terms and Conditions posted on the CLNW website as well as the most recent CTIA P2P Guidelines for SMS and MMS Messaging.
- P2P messages are those sent between subscribers that are natural persons and were assigned unique telephone numbers that can be dialed. Further, P2P messages are where a human person performs an action to transmit a single message to one or a limited number of destination telephone numbers. Unless explicitly allowed in attached Addenda, Application to Person (“A2P”) use-cases are prohibited from this service.
- Customer may utilize CLNW Messaging for Telephone Numbers associated with other North
- American Local Exchange Carriers with a Letter of Authorization (LOA)
APPLICATION PROGRAMMING INTERFACE (API) SERVICES
CLNW provides API Services to Customers for the provision of Telephone Numbers and Voice Services, including the ability to add, modify, and delete Services. Customer must disconnect any Telephone Numbers or Services added or modified via API that are not being used or have ported away from CLNW. Failure of a Customer to disconnect numbers from their account under these circumstances will result in continued monthly billing for those Services, which Customer agrees to pay. Services available via API may have monthly recurring charge and usage charge identified on the customer portal or detailed on attached Service Addenda or Exhibits. Unless specified otherwise, any API Service usage service minimum billing intervals will be 60 seconds initial interval, 60 seconds subsequent intervals.
You may not assign this Agreement to any third party without CLNW’s prior written consent. CLNW may assign this Agreement upon written notice to you.