These terms and conditions (“Terms and Conditions”) are an integral part of the agreement (“Agreement”) between National Processing Alliance, Inc. (NPA) and the customer (“Customer”) of the NPA services. Any NPA services or products (collectively, the “Services”) provided by NPA to Customer shall be governed by the terms and conditions herein. By ordering, purchasing or using the Services, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between Customer and NPA by, among other things,
(1) requiring MANDATORY ARBITRATION OF DISPUTES;
(2) charging an EARLY TERMINATION CHARGE and DISCONNECTION FEE; and
(3) LIMITING NPA’s LIABILITY UNDER THE AGREEMENT.
2.1 “AGENT” means a Customer employee or contractor who may use the Services, the total number of Agents being the maximum number of personnel who may use the Services at any one time.
2.2 “BUNDLES” means a group of two or more products or services offered for purchase by NPA. Bundles shall, for the purposes of agreement, be construed as a group individual purchases wherein each product or service provided shall be subject its respective agreement and/or agreements and nothing herein shall be construed to limit the enforcement of any and/or all of the agreements either severally or as a whole. Bundles shall not eliminate, mitigate or reduce the effect of any of the terms of each agreement as it pertains to early termination. Early termination of any individual product or service of a Bundle shall not limit any other agreements and shall remain in full force and effect.
2.3 “CUSTOMER DATA” means any data, information or other materials of any nature whatsoever provided to NPA by Customer in the course of implementing or using the Services.
2.4 “DOCUMENTATION” means user manuals and other documentation relating to the Services, which are made available to Customer by NPA, in the form of recorded documentation on optical or magnetic media, accessible via the Internet or in the form of printed media.
2.5 “IMPLEMENTATION SERVICES” means the services selected by Customer, as indicated on the Service Order, to be provided by NPA in connection with the set up and implementation of the services. Unless otherwise agreed to in a Service Order, as part of the Implementation Services, Customer will receive limited training in the set up and activation of the Services during the hours from 9:00am to 5:00pm ET Monday through Friday.
2.6 “INITIAL PAYMENT” means the initial payment set forth in the Service Order consisting of activation fees, the fees for Implementation Services, Equipment and shipping charges (if any), the Service Fees for the first month and other related taxes and fees.
2.7 “LOGIN” means each separate, named individual login account within a Customer account.
2.8 “PROFESSIONAL SERVICES” means work NPA will perform for Customer as specified in individual statement(s) of work (“Statement(s) of Work” or “SOW(s)”) to be agreed upon by the parties from time to time on the terms and conditions specified in the Agreement.
2.9 “SERVICE FEE” or “SERVICE FEES” means the monthly or annual fees set forth in the Service Order to be paid by Customer to NPA as consideration for NPA’s provision to Customer of the Services.
2.10 “SERVICE ORDER” means the service order, quote or document agreed upon by Customer and NPA, containing (i) a price and quantity of Services, and Implementation Services to be provided to Customer by NPA under the Agreement, along with associated telecommunications fees; (ii) the Services to be provided; and (iii) such other options provided on the Service Order as Customer may elect to apply to the Services.
2.11 “SERVICE PLAN” means the monthly, annual or longer term subscription plan a Customer agrees to in the Service Order.
2.12 “SERVICES” means the products or services that are being provided to Customer as described in the Service Order, including any Additional Services set forth in an addendum to the Service Order accepted by NPA.
2.13 “TEXT MESSAGES” means a short message service text message consisting of text per the Global System for Mobile communications alphabet.
2.14 “SOFTWARE” means any proprietary software (including any documentation relating to such software) owned by, licensed by, or which NPA has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used in or used to provide the Services.
3.1 CONDITIONS. Customer acknowledges and agrees that NPA’s obligations to provide the Services are expressly conditioned upon (i) Customer’s payment of the fees for Professional Services and all Service Fees as and when due, and (ii) Customer adherence to the technical requirements for the Services set forth in the Documentation for the Services made available to Customer by NPA, as the same may be updated by NPA from time to time.
3.2 ADDITIONAL SERVICES. At Customer’s option, the number of Services may be increased at any time during the Initial Term or Renewal Term (any such increase, “Additional Services”) by Customer entering into an addendum to its Service Order that sets forth the specific Additional Services desired. Each addendum to a Service Order shall be subject to NPA’s acceptance, which shall be deemed given if NPA thereafter provides the Additional Services. Upon acceptance by NPA, such Service Order addendum shall be deemed an amendment to the Agreement, subject
to all of the terms and conditions herein, and the Service Fees shall be increased to reflect the Additional Services, subject to the same pricing and payment terms as are set forth in the Service Order. Additional Services shall be provided for a term that is coterminous with the Initial Term or Renewal Term of the Agreement.
3.3 IMPLEMENTATION SERVICES. NPA will use commercially reasonable efforts to perform the Implementation Services covered in the Initial Payment.
3.4 ADDITIONAL PROFESSIONAL SERVICES. If Customer requests Professional Services, such as support services not provided under this Agreement, training, or other consulting services, NPA may (but has no obligation to) provide such Professional Services or recommend appropriate outside consultants. If NPA agrees to provide such additional Professional Services at Customer’s request, fees for such Professional Services may be provided pursuant to a fixed fee or NPA ‘s standard time and material rates as provided in an agreed upon Service Order or SOW, or addendum to the same.
4.2 RENEWAL. Except as set forth in Section 4.3, at the end of the Initial Term, the Agreement is automatically renewed for an additional five-year period (a “Renewal Term”), and shall be renewed at the end of each Renewal Term for an additional five-year Renewal Term, at the then-current rates unless Customer provides NPA, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to cancel the service.
4.3 MONTH-TO-MONTH RENEWAL. Instead of renewal under Section 4.2 or cancelation, a Customer shall have the option, upon expiration of the Initial Term or any Renewal Term, to renew the Agreement on a month-to-month basis at the list price offered for the Services. Customer will be converted to a month-to-month basis if Customer provides to NPA, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to convert to month-to-month service.
5.2 IMMEDIATE TERMINATION. NPA shall be entitled, in good faith, and in its reasonable discretion, to suspend, terminate or change the Services without advanced notice for Customer’s material breach of the Agreement, suspected fraud or any misuse of the Services that adversely affects the Services, NPA, NPA’s network or other Customers’ use of the Services. NPA may require, and if required, Customer shall pay, an activation fee as a condition to changing or resuming a suspended or terminated account. In accordance with Section 10.7, in the event of termination by NPA under this Section 5.2 during the Initial Term or any Renewal Term, an early termination charge will apply and disconnection fees and other charges may also apply.
5.3 EFFECT OF TERMINATION ON FEES. Upon termination of this Agreement, in addition to any applicable early termination charge, disconnection fees and other charges under Section 10.7, Customer shall be responsible for the full monthly Service Fees for the month in which termination occurs, the following month and any applicable usage charges. Expiration or termination of the Agreement does not alleviate Customer of responsibility for paying all unpaid, accrued charges due hereunder.
6.1 911 ACKNOWLEDGEMENT AND WARNING LABELS. Customer acknowledges that npa’s equipment and services do not support 911 emergency dialing or other emergency functions in the same way that traditional wireline 911 services work. The differences are detailed in this section 6 and customer agrees to notify any potential user or agent of the services, who may place calls using customer’s services, of the 911 limitations described herein. NPA will provide customer with warning labels regarding the limitations or unavailability of 911 emergency dialing. Customer agrees to place a label on and/or near each telephone or other customer premise equipment on which the services may be utilized. If additional labels are required, customer may request them from NPA. NPA will provide customer with advisory notices regarding 911 emergency dialing and request acknowledgments from customer. Customer agrees to respond and affirmatively acknowledge that NPA has advised customer of the circumstances under which NPA E911 service may not be available or may be limited in comparison to traditional 911 emergency dialing. NPA advises customer to maintain an alternative means of accessing traditional 911 services.
6.2 ELECTRICAL POWER. Customer acknowledges that the services will not function in the absence of electrical power.
6.3 INTERNET ACCESS. Customer acknowledges that the services will not function if there is an interruption or significant degradation of customer’s broadband or highspeed internet access service.
6.4 NON-VOICE SYSTEMS. Customer acknowledges that the services are not set up to function with text messages or outdialing systems including home security systems, medical monitoring equipment, tty equipment, and entertainment or satellite television systems. NPA will not be liabile for interruption or disruption of such systems by the services.
6.5 E911 SERVICE. NPA E911 service is a mandatory component of all inbound/outbound traditional fax and voice service plans. E911 service is not offered on virtual numbers, toll-free numbers or similar service accessories or add-on service plans. E911 service IS ONLY AVAILABLE IN SELECTED AREAS. If customer subscribes to NPA E911 service, customer will be required to register the physical location of customer’s equipment (phone, softphone, digitial telephone adapter (“dta”) or videophone) with NPA, either on the NPA.com website or by calling NPA customer service. Customer agrees to contact NPA customer service to update the relevant location information whenever the physical location of service or equipment changes. If customer subscribes to NPA mobile applications, customer acknowledges the physical location registered for customer’s equipment (phone, softphone, dta or videophone) will be the physical location registered for the mobile application associated to the equipment. Customer acknowledges that NPA’s only mechanism for routing 911 calls to the correct emergency call taker is the physical location currently registered for the account. Customer acknowledges and understands that any enhanced location information passed to an emergency operator by NPA will be based upon the physical location provided to NPA by customer. In the event that the physical location has not been updated or is not complete, NPA may attempt to route a 911 call based upon the bill-to or ship-to addresses associated with customer’s account or initial order.
6.6 E911 SERVICE FEE. Customers that are required to subscribe to NPA E911 service will be subject to a monthly E911 service fee (in addition to any applicable state 911 tax based on customer’s service address). The monthly E911 service fee shall be in addition to the applicable service fees for the associated line. The monthly charge for NPA E911 service is assessed on a “per-line” (that is, per phone number basis), and will be set at a level that reimburses NPA for the direct costs it incurs in providing NPA E911 service, including expenses NPA incurs, either directly or indirectly, in the form of state, county or municipal E911 surcharges, E911 automatic location information (ali) database storage, line information database and caller id (LIDB/CNAM) expenses, and any other taxes or surcharges directly or indirectly associated with the provision of E911 services to customers subscribing to the services. NPA reserves the right to adjust the level of charges associated with the provision of E911 services to reflect increases or decreases in the costs it incurs. (see section 20 regarding changes to the agreement, services or service plan.)
6.7 E911 CHARACTERISTICS. Customer acknowledges that NPA E911 service has certain characteristics that distinguish it from traditional, legacy, circuit-switched 911 service. These characteristics may make NPA E911 services unsuitable for some customers. Customer should carefully evaluate customer’s own circumstances when deciding whether to rely solely upon NPA E911 service. Customer acknowledges that it is customer’s responsibility to determine the technology or combination of technologies best suited to meet customer’s emergency calling needs, and to make the necessary provisions for access to emergency calling services (such as maintaining a conventional landline phone or wireless phone as a backup means of completing emergency calls). In addition to the limitations set forth in sections 6.1 to 6.6 of this agreement, the following characteristics distinguish NPA E911 service from traditional, legacy, circuit-switched 911 service:
** NPA E911 service will not function if customer’s equipment (dta, phone or videophone) fails or is not configured correctly or if customer’s NPA service is not functioning for any reason, including, but not limited to, electrical power outage, broadband service outage, or suspension or disconnection of service because of billing or other issues. If there is a power outage, customer may be required to reset or reconfigure the equipment before being able to use the NPA service, including for E911 purposes.
** After initial activation of the E911 service, and following any change of and update to customer’s physical location, there may be some delay before the automatic number and location information is passed to the local emergency service operator. This information is typically populated into NPA’s nomadic E911 databases prior to service activation, but no guarantee can be made that the automatic number and location information will be activated within this schedule.
** The local emergency service operator receiving NPA E911 emergency service calls may not have a system configured for E911 services or be able to capture and/or retain automatic number or location information. This means that the operator may not know the phone number or physical location of the person who is making the NPA E911 call. Due to technical factors in network design, and in the event of network congestion on the NPA network, there is a possibility that a NPA 911 call will produce a busy signal or will experience unexpected answering wait times and/or take longer to answer than 911 calls placed via traditional, legacy, circuit-switched telephone networks.
** If customer does not correctly identify the actual location of the NPA equipment at the time of activation of the service or when updating that information with NPA customer service, E911 communications may not be directed to the correct local emergency operator.
6.8 E911 LIMITATION OF LIABILITY AND INDEMNITY. Customer acknowledges and agrees that NPA will have no liability whatsoever in the event that customer or any other caller from customer’s equipment is unable to place, or complete, a call to 911 or E911 services, or in the event that emergency responders do not respond, or do not respond to the location at which the equipment, customer, or caller is physically present or require such services. Under no circumstances whatsoever will NPA have any liability associated with 911 or E911 services, including, and without limitation, in the event of:
(a) Loss of electrical power;
(b) Loss of internet connectivity;
(c) Defective or misconfigured customer premises equipment;
(d) Network congestion;
(e) Delays associated with updating registered service location;
(f) Restrictions created by Nonvoice Equipment;
(g) Relocated equipment, including outside of the united states or Canada;
(h) The simultaneous use of one line with multiple pieces of equipment;
(i) Failure of emergency response centers to answer a 911 call;
(j) Failures of any third parties that are responsible for routing 911 calls;
(k) The use of non-native telephone numbers; or
(l) Any force majeure event. Customer agrees to defend, indemnify, and hold harmless NPA, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to customer in connection with the services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, customer or any third party or user of the service relating to the failure or outage of the service related to 911 dialing. Customer acknowledges and agrees that the limitation of NPA’s liability is a material term to this agreement, and that it would not otherwise enter into this agreement without this limitation, and that customer agrees that these limitations are reasonable.
7.2 TEXT MESSAGING LIMITATIONS. Text Messages addressed to international destinations outside of US and Canada will not be supported. The Text Message Services support transmission of Text Messages from a single device to another single device, and do not support group messaging. In the event that a transmitted Text Message is destined for an address connected to a third party network and that network is unreachable at the time delivery is attempted, the Text Message will be stored and queued for future delivery. Further delivery attempts will be performed based on a configurable time schedule with a specified reasonable number of attempts. NPA will employ commercially reasonable efforts to minimize lost data from the bodies of Text Messages.
7.3 CRITICAL SAFETY APPLICATIONS. Customer understands that the Services are not authorized for use in critical safety or other applications where any failure may reasonably be anticipated to result in bodily injury, loss of life or catastrophic damage to property.
8.1 BUNDLES. NPA, at its sole discretion, may provide special incentives and/or bundles. In certain cases, NPA will extend the manufacturer’s warranty to cover the entire term of the agreement. In such cases, NPA shall, at its sole discretion, either repair or replace defective or non-functioning equipment at no cost to Customer. However, NPA will not cover replacement for lost, stolen or modified Equipment. Equipment returned by Customer that is not covered under this or any other warranty may be refused by NPA, and Customer will be responsible to pay return shipping
charges. NPA may refuse to provide Services to any party that has purchased refurbished NPA equipment from a third party.
10.1 PAYMENT OF SERVICE FEES. Customer will pay the Service Fee for Services ordered by Customer, and all other amounts due under the Agreement, pursuant to the terms of this Section 10. All fees, including Service Fees, payable under the applicable Service Plan shall be non-refundable and non-creditable.
10.2 ACH AUTHORIZATION FOR CCD TRANSACTIONS. Customer hereby authorizes NPA to initiate ongoing ACH debits and Credits to Customers account and indicated in “SCHEDULE E” of this agreement. By signing this agreement Customer representative certifies that they are an authorized representative of the Company indicated above and that they have the authority to enter into this Agreement on the Company’s behalf. Company understands that this authorization will remain in effect until it is canceled in writing. NPA reserves the right to require payment solely by ACH. Company agrees to notify NPA in writing at least 15 days in advance of any changes in its account information or termination of this authorization. Company understands that because these are electronic transactions, these funds may be withdrawn from its account as soon as the date payment is due under this agreement, and that it will have limited time to report and dispute errors. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF) Company understand that NPA may at its discretion attempt to process the charge again within 30 days, and agrees to an additional $35 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized payment. Company has certified that the above business bank account is enabled for ACH transactions, and agrees to reimburse NPA for all penalties and fees incurred as a result of Company’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Company acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law.
10.3 CREDIT TERMS. All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by NPA. Customer will provide such credit information or assurance as is requested by NPA at any time. NPA, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.
10.4 BILLING. NPA will provide Customer with a monthly on-line billing statement for the Services provided each calendar month and bill all charges invoiced to Customer’s account. Such charges shall include activation fees, monthly Service Fees, shipping charges, disconnection fees, Equipment charges, toll charges, taxes and any other applicable charges. Monthly Service Fees are paid in advance of each month’s Service; toll charges and any other applicable charges are billed subsequent to the end of each month’s service. Unless otherwise specified by NPA, billing for monthly Service Fees commences upon ordering of the Services. The first month’s Service Fee shall be prorated to take into account any partial calendar month that may occur as the result of the date monthly Service Fees are initiated.
10.5 LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment, NPA may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the greater of ten dollars ($10.00) or 1.5% per month (but in any event no greater than the maximum amount permitted by law). A fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.
10.6 TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides NPA with an appropriate exemption certificate. If any amounts paid for the Services are refunded by NPA, applicable taxes may not be refundable.
10.7 REGULATORY RECOVERY FEE. A regulatory recovery fee will be charged monthly to offset costs incurred by NPA in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessedby any government. The regulatory recovery fee will apply to every Number and Ported Number (as defined in Section 12), including toll free and virtual numbers.
10.8 EARLY TERMINATION CHARGE, DISCONNECTION FEES AND OVERAGE FEES.
A. EARLY TERMINATION CHARGE. UNLESS OTHERWISE PROVIDED FOR IN THE AGREEMENT, If a Customer terminates the Agreement, or some of the Services provided under the Agreement, before the end of the Initial Term or any Renewal Term (the “Terminated Term”), NPA will charge Customer, and Customer will pay, an early termination charge equal to 100% of the Monthly Service Fee for the terminated Service(s) multiplied by the number of months remaining in the Terminated Term on the date of termination. This early termination charge is in addition to the full Monthly Service Fee payable under Section 5.3 for the month of termination.
B. OVERAGE AND OTHER CHARGES. If the Terminated Term is the Initial Term, NPA will also charge Customer, and Customer will pay, any unpaid non-recurring charges waived at the beginning of the Initial Term. NPA reserves the right to charge overage fees when Customer exceeds the usage limits on applicable services, including, but not limited to, recording services on Virtual Meeting licenses and Virtual Office Pro extensions.
C. SERVICE DOWNGRADES. A Customer may not reduce the number of lines or seats, or the number of services, provided under a Service Plan during the Initial Term or any Renewal Term without NPA’s consent unless otherwise provided in the Agreement. Any reduction in the number of lines or seats under a Service Plan shall be treated as a termination of Service under this Section 10.7 with respect to those lines or seats. Any reduction or downgrading of Services shall be treated as a termination of Service under this Section 10.7 with respect to the applicable Services. NPA’s acceptance of any proposed reduction in lines, seats or services shall not release customer from its obligations to pay applicable fees and charges under this Section 10.7 unless NPA expressly agrees in writing to waive such fees and charges.
10.9 RATE CHANGES. Rates will not be increased during the Initial Term, with the exception of tax or fee changes and international toll calling rates. Otherwise, NPA may change the prices for the Services, toll charges, fees and taxes, from time to time. In the event of a change in prices or toll charges, NPA will post such changes to its website currently located at https://4npa.com/portfolio-item/fibercall-terms-conditions/. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates. The Service Fees effective upon any renewal of the Agreement shall be NPA’s then-current Service Fees for the applicable Services.
10.10 DISCOUNTS. From time to time in its sole discretion, NPA may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to NPA upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for services retroactively. Promotions may be changed at NPA’s sole discretion.
10.11 BILLING DISPUTES. Customer must dispute any charges for the Services in writing to NPA within thirty (30) days of the date of the charge by NPA. If Customer fails to provide a written statement disputing the charges within such time, Customer waives any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to: Billing Department, NPA, Inc. 110 SE 6th Street, 17th Floor Ft. Lauderdale, FL 33301 -or- email@example.com.
telephone phone number outside the United States and Canada will be charged at the current rates published on the NPA website. The duration of each call is to be calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent When Customer dials an international PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by a Customer to an international mobile, rather than landline, or premium rate telephone number, may result in higher toll charges. Charges to Customer for inbound toll free numbers are subject to the geographic restrictions and location of the person calling into the toll free number.
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Customer, and failure to provide a valid business license may result in termination of Service.
15.2 REASONABLE BUSINESS USE. Customer agrees, represents, and warrants that it is purchasing the Services and the Equipment (if any) for its own internal use only, and shall not resell, transfer or charge for theServices or the Equipment without the advance express written permission of NPA. NPA’s Service Plans that offer unlimited minutes of PSTN calls (“Unlimited PSTN Plans”), unlimited faxing or unlimited Text Messages are for reasonable business use of Customer only. Such use shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous or extensive chat, continuous connectivity, fax or Text Message broadcast or blasting, telemarketing (including without limitation charitable or political solicitation or polling), call center operations (except with respect to Customer’s use of subscribed to VCC Services), junk or Text Message faxing, fax spamming, calling/faxing/Text Messaging any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage. Customer will not use the Services to send unsolicited commercial email or Text Messages to recipients outside Customer’s organization. Customer shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. Customers further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law. Without limiting any other remedies hereunder, NPA reserves the right to immediately terminate or modify the Services of any Customer using Unlimited PSTN, fax or texting Service Plan if NPA determines, in its sole discretion, that Customer is not using such plan for Customer’s reasonable business use.
15.3 TEXT MESSAGES. With respect to any texting, Text Messages or other mobile messaging Services, Customer shall not use the Services in violation of the Mobile Marketing Association Guidelines or any network/wireless carrier requirements, conditions or codes of practice. All Text Messages are subject to NPA’s policies and conditions, including without limitation the provisions of this Section 15 (Prohibited Uses) and the maximum permissible Text Message length. NPA reserves the right to segment, truncate, or otherwise reduce the length of any Text Message or to refuse to transmit and/or deliver a Text Message that does not comply with NPA or any third party network operator’s policies or conditions.
Equipment provided hereunder, undamaged and in good working condition, in its original packaging and with its original content or otherwise will be immediately responsible for paying to NPA an amount equal to the fair retail price of the Equipment minus any payments Customer had previously paid specifically for such Equipment.
In the event of Customer’s breach of the Agreement, including without limitation, failure to pay any sum due hereunder, Customer shall reimburse NPA for all attorneys’ fees and court, collection and other costs incurred by NPA in the enforcement of NPA’s rights hereunder and NPA may keep any deposits or other payments made by Customer.
37.1 ARBITRATION PROCEDURES. Please read this provision carefully. Except as set forth below, customer and NPA will arbitrate any disputes or claims in any way related to or arising out of the agreement, any breach of the agreement, or the provision of services or products to customer, including any billing disputes (collectively, “claims”). Claims shall be submitted to final, binding arbitration administered by American arbitration association (“AAA”). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate also requires Customer to arbitrate claims against other parties relating to Services or Products provided or billed to Customer if Claims are asserted against NPA in the same proceeding. Arbitration will be conducted under the AAA ‘s published commercial arbitration rules. Customer and NPA agree to bear their own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The place of arbitration shall be in Broward County, Florida U.S.A. The language of the arbitration shall be English.
37.2 PREFILING NOTICE OF CLAIM. Before instituting arbitration or suit, customer will provide NPA with an opportunity to resolve the claim by sending a written description of the claim to NPA at the address or email address below. If NPA is not able to resolve the claim within 30 days of receipt of notice, then customer or NPA may initiate arbitration or suit as described in section Arbitration Procedures. All claim notices should be sent to: Director of Customer Service NPA, Inc. 110 SE 6th Street, 17th Floor Ft. Lauderdale, FL 33301 -or- help@4NPA.com customer will not demand arbitration or file suit unless customer follows the foregoing procedures in this section and this section may be pleaded as a full and complete bar and defense to, and may be used as a basis for an injunction against, any arbitration, action, suit, or other proceeding instituted in breach of this section.
37.3 TIME LIMITATION. Customer agrees that regardless of any statute or law to the contrary, any suit or arbitration arising out of or related to use of the Services or the Agreement must be filed within one (1) year after the earlier of
(a) When such claim or cause of action arose or
(b) Termination of Services to Customer or be forever barred.
37.4 PERSONAL JURISDICTION. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section Mandatory Arbitration, Customer and NPA agree to submit to the personal and exclusive jurisdiction of the state and federal courts within Broward County, Florida, and waive any objection as to venue or inconvenient forum in such courts.