Legal

Ooma Enterprise Terms & Conditions

Last Updated: December 5, 2024

These Ooma Enterprise Terms & Conditions (the “Terms”) govern the use of Ooma Enterprise Services and Equipment for enterprise customers and are incorporated by reference into the Sales Quote executed by the company identified as the “Customer” in the Sales Quote (“Customer” or “you”) and Ooma, Inc., its affiliates, and/or subsidiaries (“Ooma” or “us”). Residential and business customers in the United States should refer to the terms and conditions available at www.ooma.com/legal/terms/, while residential and business customers located in Canada should refer to the terms and conditions available at www.ooma.ca/legal/terms/.

These Terms, the Sales Quote, any exhibits hereto, any applicable terms, rates, agreements, or policies referenced herein, and any commitment that you entered into in connection with obtaining the Services or the Ooma Equipment together form a binding and executed written agreement (the “Agreement”) between you and Ooma. Any Equipment rented from Ooma is subject to the terms and conditions of the Rental Agreement.

Below are the product-specific terms and conditions of the Enterprise Services provided by Ooma:

THIS AGREEMENT:

FOR OOMA VOICE SERVICES, DESCRIBES LIMITATIONS THAT E911 SERVICE MAY HAVE IN COMPARISON TO TRADITIONAL 911 SERVICE. IF YOU ARE UNCOMFORTABLE WITH THESE LIMITATIONS, CONSIDER USING AN ALTERNATIVE MEANS OF ACCESS TO TRADITIONAL 911 OR E911. WE STRONGLY RECOMMEND THAT YOU HAVE AN ALTERNATIVE MEANS FOR PLACING EMERGENCY CALLS AVAILABLE AT ALL TIMES. SEE SECTION 10 FOR MORE INFORMATION.
CONTAINS YOUR CONSENT FOR US AND OUR THIRD-PARTY PROVIDERS TO CONTACT YOU, INCLUDING AUTOMATICALLY, VIA EMAIL, TELEPHONE, TEXT, OR SMS MESSAGE. SEE SECTION 16 FOR MORE INFORMATION.
CONTAINS YOUR CONSENT TO OOMA’S COLLECTION, USE AND DISCLOSURE OF CUSTOMER AND END USER PERSONAL INFORMATION IN ACCORDANCE WITH OOMA’S PRIVACY POLICY at https://www.ooma.ca/legal/privacy-policy/.

Definitions
1. “Connection Date” means the date on which the Services and the Equipment are first available for use or, if due to customer-side delay, the date on which Ooma was able and ready to deliver the Ooma Equipment and Services.
2. “Content” includes e-mail, text, photos, videos, games, music, graphics, sound, applications and other materials that may be accessed or sent by using certain Customer Equipment or Services.
3. “Customer Equipment” means all equipment and facilities necessary for the installation of the Equipment and Services, excluding any Ooma Equipment or Third-Party Equipment.
4. “End User” means the final user of the Services for its own internal purposes, including Customer’s employees, invitees, contractors, agents and third parties, whether or not authorized by Customer.
5. “Enterprise Services” means the services described at https://www.ooma.ca/enterprise-communications/.
6. “Equipment” means all physical equipment in the Sales Quote, including Ooma Equipment, Customer Equipment, Third-Party Provider Equipment, and Third-Party Equipment.
7. “Initial Payment” means the Non-recurring Charges in the Sales Quote.
8. “Installation Commitment Date” means the date upon which Ooma receives instructions that the Service Location(s) is/are available and ready for installation of service by the local loop or circuit provider, if applicable. If there are multiple Service Locations, the Installation Commitment Date means the date by which Ooma receives the instructions for the first of any and all Service Locations (the “First Location”).
9. “IP Rights” means any and all intellectual property rights arising in Canada, the U.S. or any other jurisdiction throughout the world, in each case whether registered or unregistered, and including all applications for such rights and renewals or extensions thereof.
10. “Law” means any applicable statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.
11. “Monthly Recurring Charges” or “MRC” are the monthly recurring charges for the Services or any Ooma Equipment.
12. “Non-recurring Charges” or “NRC” are unusual, non-repeating, or one-time charges.
13. “Ooma Equipment” means equipment purchased or rented by Customer from Ooma.
14. “Regulatory Fees” means the fees published on our website at http://www.ooma.ca/rates, including, without limitation, E911 service fees, 988 service fees, universal service fees, and regulatory recovery fees.
15. “Sales Quote” means the document executed by Customer and accepted by Ooma for the purchase or lease of Ooma Equipment and Services.
16. “Services” means the services provided to Customer by Ooma in accordance with the terms of this Agreement.
17. “Service Locations” means the Customer locations at which the Equipment and Services are to be used.
18. “Third-Party Equipment” means the equipment purchased or leased by Customer from a third-party other than Ooma.
19. “Third-Party Provider Equipment” means the equipment provided to Ooma by a third-party provider for inclusion in products provided by Ooma to End User Customers.
20. “Usage-Based Charges” are charges billed to Customer and not included in Monthly Recurring Charges for calls outside Canada, premium-rate telephone numbers (e.g., directory assistance, 900 numbers, etc.), and toll-free inbound calls.
Installation & Site Preparation; Licenses
1. Timing of Installation Commitment Date. Customer will provide to Ooma the Installation Commitment Date within thirty (30) days after Customer executes the Sales Quote, and such Installation Commitment Date will be within ninety (90) days after Customer executes the Sales Quote. If the Installation Commitment Date falls outside of these parameters, Ooma reserves the right to amend the pricing quoted to Customer.
2. Preparation of Service Location(s). Customer is responsible for ensuring that all facilities, Customer Equipment and Third-Party Equipment are available for the installation and connection of the Ooma Equipment and Services on the Installation Commitment Date. By way of example, but not inclusive, Customer is responsible for ensuring there are data ports and electrical outlets at the Service Locations so that the Equipment and Services can be installed and connected. Ooma will make reasonable efforts to advise Customer of what, if any, Customer Equipment may be necessary for the provision of Services. To the extent Customer fails to prepare a Service Location by the Installation Commitment Date, Customer may be liable for cancellation or rescheduling fees.
3. Ooma Professional On-Site Installation Work Fees. Ooma reserves the right to charge the full installation fee stated in the service order or Sales Quote if customer related issues result in delays in, or cancellation of, the installation or survey. This includes, without limitation, any delay or cancellation due to customer’s unavailability upon arrival of the Ooma field service technician or its third-party contractor, unavailable power for Ooma related hardware, incomplete or missing inside wiring to support Ooma hardware, inoperable or inaccessible customer devices, or delays in access to the property or areas necessary to complete the installation. Ooma field service technicians or its third-party contractor technicians cannot run low voltage wiring or cabling in new building construction or more than a total of fifteen (15) linear feet of inside low voltage wiring for existing construction. Ooma reserves the right to charge additional fees on a time and materials basis to properly complete the in-scope work or any out-of-scope work. Additional time will be billed in 30 minute increments, with a minimum of two hours billed for each return visit. Any additional time and materials will be billed at Ooma’s then-current pricing.
4. Equipment License. Ooma grants Customer a limited, revocable, non-transferrable, sublicensable only to its End Users, non-resellable license and right to use firmware or software embedded in the Ooma Equipment in object code form strictly in accordance with this Agreement. Ooma does not grant any license to use the firmware in any other manner, and you expressly agree that the Ooma Equipment is exclusively for use in connection with the Services described in this Agreement.
5. Software License. Upon activation of the Service, Ooma grants Customer a limited, revocable, non-transferrable, sublicensable only to its End Users, non-resellable license and right to use Ooma’s software and applications strictly in accordance with this Agreement. Ooma does not grant any license to use its software, applications or firmware in any other manner.
Payment
1. Initial Payment. The Initial Payment is due five (5) business days after Customer executes the Sales Quote. Ooma will begin to facilitate the provision of Services immediately after Customer executes the Sales Quote. Therefore, Customer understands that the Initial Payment is non-refundable unless Ooma is unable to provide the Ooma Equipment and/or Services called for in the applicable Sales Quote.
2. Invoicing and Payment. Other than the Initial Payment, Customer will be sent monthly invoices. Monthly Recurring Charges are invoiced one month in advance (on the first day of month) and Non-recurring Charges are invoiced in arrears. Payment is due thirty (30) days after the invoice date. Payment shall be made by wire transfer, ACH, Check, Money Order or Certified Funds. Customer may choose to receive invoices via email.
3. Exclusions and Limitations. Ooma will provide the prices for Non-recurring Charges upon request. Prices listed on the Sales Quote for Equipment do not, unless otherwise specifically noted, include shipping and handling charges, consultation, configuration, cabling/wiring, configuration or programming fees.
4. Failure to Make Payment. Any payment not received from the Customer by the due date (except with respect to charges then under reasonable and good faith dispute) shall constitute a default by Customer. If Customer fails to cure such default within ten (10) days after due notice thereof, Ooma shall be entitled to terminate, suspend and/or discontinue Services without any further liability to Customer, including any liability for the discontinuation of any Services supporting life safety mechanisms. Upon default, interest shall accrue at the lower of 1.5% or the maximum rate permitted by Law per month. Charges for returned, stopped payment, or non-sufficient funds will be assessed a service charge of $100 per returned payment or deposit. Ooma reserves the right to pursue any additional remedies for breach of this Agreement by Customer are applicable.
5. Taxes and Regulatory Fees. Invoicing shall include all requisite taxes (e.g., applicable federal telecommunication taxes, sales tax, provincial or local taxes, facilities tax, and any other applicable tax). Customer is responsible for making payment to Ooma. Any contest of such taxes does not eliminate the obligation to pay such taxes. Any calculation errors by Ooma will not relieve Customer of its responsibility to remit tax payment(s). In addition to any taxes imposed by the government or regulatory agencies, Ooma reserves the right to charge other authorized Regulatory Fees. The amount of taxes and Regulatory Fees are published at https://www.ooma.ca/rates/, are incorporated by reference herein, and may change from time to time.
Term and Termination
1. Term of the Services. The Services are offered for the initial term specified in the Sales Quote (the “Initial Service Term”). The Initial Service Term shall begin on the Connection Date of the First Location. Unless otherwise stated in the Sales Quote, following the Initial Service Term, Services shall automatically renew for additional terms equal to the Initial Service Term (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”) unless and until Customer notifies Ooma in writing at enterprisesupport@ooma.com at least ninety (90) days prior to the expiration of a Term. If Customer adds any additional services or locations, the term for the additional Services shall be coterminous with the Term then in effect. For the avoidance of doubt, new Service Locations require a new Sales Quote and new Service Term.
2. Termination of the Agreement. Without limiting anything contained herein, this Agreement and any Services may be terminated:
  1. by Ooma, (A) upon thirty (30) days’ notice prior to the expiration of the Term in effect; or (B) without any liability to Ooma, including the termination of any Services supporting life safety mechanisms, at any time and without notice if Customer (i) materially breaches the terms of this Agreement and such breach cannot be cured; (ii) violates the User Guidelines; or (iii) violates any applicable Law.
  2. by Ooma, if any arrangement between Ooma and a third party provider used by Ooma terminates, expires, or is not renewed for any reason.
  3. by either Party, if the other party (the “Defaulting Party”) materially breaches this Agreement and such breach is not cured within thirty (30) days of receiving written notice of such breach.
  4. by either Party if the Defaulting Party (A) becomes insolvent or admits its inability to pay its debts generally as they become due; (B) becomes subject to any proceeding under any bankruptcy Law; (C) is dissolved or liquidated; (D) makes a general assignment for the benefit of creditors; or (E) has a receiver or similar agent appointed to take charge of or sell any material portion of its property or business.
3. Early Termination. Pricing is based on fulfillment of the entire Term. If Customer wishes to terminate the Services before expiration of the then-current Term, all Monthly Recurring Charges and Non-recurring Charges due through the end of the current Term, including all taxes and Equipment charges, shall be due and payable within thirty (30) days of the effective date of termination. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.
User Guidelines and Policies
1. User Guidelines. Customer must, at all times, comply with the guidelines set forth in this Section 5 and in the applicable product-specific terms and conditions (the “User Guidelines”). If Ooma has reason to believe Customer is violating the User Guidelines or making improper use of the Services, Customer will cooperate in any resulting investigation by Ooma, third parties, or government authorities and any government determinations will be binding on Customer. If Customer fails to cooperate in any investigation, Ooma may suspend the Service without further liability to Ooma. Further, Ooma may modify or suspend the Service as necessary to protect its networks or customers, or to comply with any Law. Customer may be subject to fines and other penalties passed through Ooma by governmental authorities, carriers or other third parties. It is Customer’s sole responsibility to ensure its End Users agree to comply (and ensure compliance) with the applicable provisions of these Terms and User Guidelines. Customer authorizes Ooma or a third party working on Ooma’s behalf to monitor any Content of Customer and its End Users to ensure compliance with Law and these Terms.
  1. Prohibited Uses. Customer shall not resell, transfer, or make a change to the Services or Ooma Equipment without the advance written permission of Ooma. Customer shall not interfere with other users, the Services, or equipment of the network, or use the Services in any way for (or as part of) any commercial service or application distributed or sold by Customer. Customer may not attempt to, in conjunction with any device, software program, or service, circumvent technological measures employed to control access to the Services. Neither Customer nor any End User of the Services may use the Services in any of the following ways:
    1. in any fraudulent, malicious, deceptive, dishonest, abusive, obscene, threatening, harassing, tortious, improper, defamatory, libelous, slanderous, or indecent manner that may result in civil or criminal liability or otherwise violate any Law;
    2. to harvest or otherwise collect information about others, including without limitation email addresses or personally-identifiable information, without their consent;
    3. to intentionally transmit or store any material that contains viruses, malware, or any other programs or materials that may be harmful or dangerous;
    4. to violate the foreign or domestic IP Rights or proprietary rights of any party;
    5. to violate the right of privacy, personality, or publicity of any party;
    6. to violate any Law regarding the transmission of technical data or information or software through the Services; or
    7. in any manner that interferes with Ooma’s ability to provide products or services to other customers;
  2. Prohibited Acts. You represent, warrant, covenant, and agree that neither you nor any End User shall do any of the following:
    1. transmit, upload, distribute, or store any programs or materials that may be harmful to the operation of the Services or another party’s computers, devices, equipment, systems, or networks;
    2. interfere with or disrupt networks or systems connected to the Services;
    3. sell, resell, distribute, lease, export, import or otherwise grant or purport to grant rights to third parties with respect to the Services, and any related software or hardware without Ooma’s prior written consent;
    4. use any Ooma mark without Ooma’s express, prior written permission;
    5. display or use of any third-party mark without the prior, written consent of the third party;
    6. undertake, direct, attempt, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services or any associated software and hardware;
    7. defeat, disable, or circumvent any firewall or similar protection mechanism related to the Services;
    8. intercept, monitor, modify, or redirect any communication or data used by Ooma, or causing any product to connect to any computer server or other device not authorized by Ooma;
    9. allow any third party to use any software commands for maintenance or repair of any software or hardware used with the Services; or
    10. violate or interfere with Ooma’s IP Rights.
Equipment
1. Shipment and Delivery. Ooma will select the method of shipment for the Ooma Equipment, and will deliver the Ooma Equipment to the Service Location specified in the Sales Quote. Listed prices do not include shipping and handling fees. Customer is responsible for paying shipping and handling fees.
2. Ownership and Risk of Loss for Owned Equipment. Title (except for rented Ooma Equipment) and risk of loss pass to Customer upon tender to the carrier at Ooma’s facility. If the Ooma Equipment is damaged, lost, or stolen, Customer may no longer be able to use the Services without purchasing or renting new equipment.
3. Theft of Equipment or Service. Customer shall notify Ooma immediately if the Ooma Equipment or Services are stolen or being used in an unauthorized manner. Failure to do so in a timely manner may result in the disconnection of the Ooma Equipment and Services and additional charges to you. Customer is liable for all costs and damages (including reasonable attorneys’ fees) related to the unauthorized use of Ooma Equipment and Services. Ooma reserves all rights at Law and in equity to proceed against anyone making or allowing the unauthorized use of Ooma Equipment or Services.
4. Network, Circuit Connection and Equipment. The Services require the ability to transmit data through public and private third-party networks and carriers (“Third-Party Networks”). Use of Third-Party Networks may require approval of the owners or operators of such Third-Party Networks and will be subject to any terms and conditions they may establish. Ooma does not own or control the Third-Party Networks and is not responsible or liable for the performance or non-performance of the Third-Party Networks, or within interconnection points between the Service and the Third-Party Networks. Circuit installation charges only include access to the building entry point. Any additional charges required by the Third-Party Networks to connect the circuits from the building entry point to the telecommunications room are the Customer’s responsibility. Customer may not sell, lease, license, rent or assign access to Third-Party Networks or any Ooma Equipment without the express written consent of Ooma. This Agreement does not create an ownership interest in the Services, including ancillary wires, lines, circuits or any other products or services provided by Ooma.
5. Limited Ooma Equipment Warranty. Ooma assigns to Customer, to the extent permitted by the manufacturer, all manufacturers’ warranties for Ooma Equipment (the “Limited Warranty”). Any Ooma Equipment that does not include a limited warranty from its manufacturer is provided “as is.” This Limited Warranty does NOT cover the cost of shipment for warranty claims. Only Customer is authorized to exercise rights under this paragraph. This section sets forth Customer’s sole remedy and Ooma’s entire liability for any breach of the limited warranty.
6. Usage Analysis. Ooma may store, analyze and use, on an aggregate basis, to the extent applicable, its customers’ calling destinations and patterns, product and feature usage, online activity, and other information (i) to customize products or services that Ooma may market to Customer and others; and (ii) to comply with Laws. Customer also agrees that Ooma may publicly disclose such aggregate information about its customers, including Customer.
7. E-mail and Postal Marketing. Ooma may send Customer new product and feature announcements, marketing materials and promotional offers via e-mail, SMS, text, or by post. Customer may opt-out of such communication by contacting customer service or as set forth in our Privacy Policy.
8. Information Accuracy. Ooma attempts to describe its products, services, pricing and availability accurately but does not warrant that information on its website, packaging, brochures, flyers, advertising, email communications and other marketing materials is correct, up-to-date, and error-free.
9. Publicity. Customer consents to Ooma using its name and logo to identify it as a customer of Ooma, including on Ooma’s website and in marketing materials.
Customer Support
Ooma will make support available to the Customer via its call center. Such support does not include: (a) on-site support; (b) implementation of any software or hardware; (c) customization of any End User equipment; (d) configuration of any device; (e) dedicated representative support; or (f) network or third-party equipment support.
Additional Terms of Equipment and Service
1. Service Distinction. Ooma’s Equipment and Services are subject to different regulatory treatment than a telecommunications service. This treatment may limit or otherwise affect Customer’s rights of redress before regulatory agencies.
2. Life Safety or Critical Uses of the Voice and Messaging Products and Services. The Ooma Equipment and Services, whether standing alone or when interfaced with third-party products or services, are not certified for emergency response and are not a third-party monitored emergency notification system. Ooma makes no warranty or representation regarding use of the Ooma Equipment or Services with any third-party product or service. UNDER NO CIRCUMSTANCES WILL OOMA DISPATCH EMERGENCY SERVICES. CUSTOMER AGREES NOT TO RELY ON THE VOICE AND MESSAGING SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSE.
3. HIPAA. The Services are not designed, intended, or recommended for use for “protected health information,” as defined under the U.S. Health Insurance Portability and Accountability Act of 1996, the U.S. Health Information Technology for Economic and Clinical Health Act, and similar legislation in other jurisdictions, including Canada, (such laws and regulations, “HIPAA”; such information, “PHI”). Customer represents and warrants that neither the Services nor any ancillary product or service that is a part thereof will be used for such purpose, unless and only to the extent specifically set forth in a separate written agreement signed by Customer and Ooma. OOMA SPECIFICALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICES OR THE OOMA EQUIPMENT COMPLY WITH HIPAA OR ANY OTHER SIMILAR LAW OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA OR ANY OTHER LAW.
4. Third Party Service Providers. Subject to the terms of this Agreement, the Ooma Equipment may be used with services and products from third party providers pursuant to any terms that such providers may require. Ooma has no obligation to support such services or for problems they cause. Customer has no contractual relationship with any third party provider to Ooma, including any underlying carrier providing the wireless data services to Ooma, and is not a third party beneficiary of any such agreement. Such third party providers make no representations or warranties regarding their services or products, and shall have no legal, equitable, or other liability of any kind to you, regardless of the form or action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise. You must comply with any terms and conditions of any third party provider, including if applicable, those located at https://www.ooma.ca/teal/.
5. Reliability of Services. The Services are not error-free or 100% reliable and/or available. Proper functioning relies and is dependent on, among other things, the transmission of data through Customer’s Wi-Fi® network, enabled wireless device (such as a phone or tablet) and broadband internet access, or optional cellular backup service, for which neither Ooma nor any wireless or data carrier is responsible. That access may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). Service Interruptions may result in the Services being unreliable or unavailable. Ooma cannot and does not guarantee that Customer will receive notifications within any given time, or at all.
6. Privacy & Security. Ooma has used commercially reasonable efforts to minimize the risk of any loss in privacy when using the Services. However, that Ooma cannot guarantee that Customer’s communications are completely secure, including those using the public internet or Third-Party Networks. It is your responsibility to protect the security of your personal information, login information, Content and unique identifiers (including associated passwords).
  Please refer to our Privacy Policy for additional information.
7. International Usage. The Ooma Equipment and Services have been designed for use in Canada. Ooma cannot guarantee installation, performance, or use of Ooma Equipment and Service outside of Canada. If Customer installs or uses Ooma Equipment or Services outside of Canada, Customer is solely responsible for any violation of any Laws, export laws, tax laws, tariff agreements, foreign regulatory rules, or local laws, or violation of your internet provider’s terms of service. Customer is solely responsible for any taxes, fees, penalties, or surcharges associated with use of the Ooma Equipment and Services outside of Canada. Ooma reserves the right to suspend Service to any non-Canada based system at any time.
8. Marketing. References on Ooma packaging, in sponsored advertising, on the Ooma website, in third-party marketing materials and/or in any other context or location referring to “free” calling and/or “service for life” and/or “unlimited” service and/or “free home phone service” shall be narrowly construed as allowing the customer to make calls within Canada within acceptable usage limitations and the terms and limitations of this Agreement. References to “free” exclude applicable taxes and fees.
9. New Versions of Software. Ooma has no obligation to, but may at its sole discretion, provide updates or upgrades to its firmware, software or applications. Ooma may change the software, applications or programming of your Ooma Equipment remotely, without notice.
10. Right to Change. Unless otherwise prohibited by applicable Law or as otherwise expressly modified in a Sales Quote, we can change this Agreement or any other terms and conditions of your Services at any time, with or without notice. Changes may include features, prices, fees, rates, new or modified policies, and usage limits. Ooma may, without prior notice, discontinue features of the Service to you or to users generally or the Services themselves. To the extent notice is provided, it may appear on the Ooma website, on your account web page, or other form of communication. The changes will become effective and will be deemed accepted by Customer immediately upon Customer’s continued use of the Service.
EMERGENCY 911 SERVICES
1. Description of Emergency Dialing Capabilities. Ooma E911 Service (the “E911 Service”) is a mandatory component of the Services and is only available in certain areas. Most Customers have access to either Basic 911 Service or Enhanced 911 Service, as defined below. E911 Service is different in important ways from traditional landline 911 and cellular/wireless 911, depending upon where Customer is located, and the device used.
2. How it Works. When a Customer dials 911 from a device connected to or used with the Services (a “Ooma device”), the Ooma phone number and the registered address Customer has provided to Ooma is sent to the local emergency center serving the location of your registered address to enable emergency operators to send help and to call the Customer back, if necessary (“Enhanced 911 Service”). In some areas, emergency operators have access to this information; however, in areas where only Basic 911 Service is available, the emergency operator answering the call may not be able to see your Ooma telephone number or your registered address. Customers in locations in which the emergency center is not equipped to receive the Customer’s telephone number and/or address have what is called “Basic 911 Service.” Customer should always be prepared to provide the emergency operator with Customer’s telephone number and location including with E911 Service. Until the Customer provides that information to the emergency operator, the emergency operator may not be able to dispatch help or return the Customer’s call if the call is dropped or disconnected, or if the Customer is unable to speak. As local emergency centers become capable of receiving Customer’s address and call back information, Ooma will automatically upgrade customers with Basic 911 service to Enhanced 911 Service. Ooma will not provide notice of the upgrade. Ooma does not control whether the emergency operator receives Customer’s telephone number and address.
  1. No Access to Enhanced or Basic 911 Service. Certain Customers do not have access to either Enhanced 911 Service or Basic 911 Service. In such situations, the Customer’s emergency call is sent to a national emergency call center. The emergency call center will ask the Customer for his/her name, telephone number and location and will then contact the local emergency center to send help. Examples of situations where 911 calls will be sent to the national emergency call center include when there is a problem validating a Customer’s address, the Customer is identified with an international location, or the Customer is located in an area that is not covered by the 911 network. Until Customer provides its number and location, the emergency call center may not be able to call back or dispatch help if the call is disconnected.
  2. Desktop or Softphone App 911 Calls. EMERGENCY CALLS CANNOT BE PLACED THROUGH SOFTPHONES THAT ARE NOT 911-ENABLED. If Customer uses a Desktop or Softphone app, 911 calls will be routed to the local emergency center serving the location associated with the Desktop or Softphone app. If Customer is using the Desktop or Softphone app in a nomadic manner (e.g., from a hotel, from a home office, etc.), the Customer must update the 911 location on an ongoing basis to ensure that 911 calls are sent to the appropriate local emergency center for the Customer’s current location.
  3. E911 Service Fees. Customers are required to subscribe to the E911 Service and will be subject to monthly fees (the “E911 Service Fees”), which are in addition to any applicable state 911 tax based on Customer’s service address and in addition to the applicable Service Fees for the associated line(s). If the E911 Service Fees are not paid, the emergency communications district in Customer’s jurisdiction may seek to collect such amounts from Customer directly. Ooma reserves the right to adjust the E911 Service Fees.
3. Registered Location.
  1. Registered Location Required. Ooma initially assigns all extensions and Ooma devices to the physical street address on file for the Customer. Prior to activation of the Services, Customer shall: (i) register with Ooma all additional 911 locations where the Services are to be used; and (ii) assign each Ooma device to one of the registered 911 locations. In some cases, one extension may have multiple Ooma devices, and each such Ooma device needs to be assigned a 911 location. Failure to register a 911 location may result in the suspension or termination of Services. Customer may register multiple 911 locations per account and assign all active extensions and Ooma devices to such 911 locations. Individual End Users may assign and re-assign their current location(s) on an as-needed basis. Customer must ensure that the physical location(s) provided to Ooma are correct and immediately update the location(s) when Ooma device locations change. Customer must instruct each End User to notify Customer immediately each time such User changes its location. You will be liable for any charges incurred by Ooma due to your failure to provide accurate 911 locations. Customer will promptly assist Ooma in validating a 911 location address that has been rejected by the 911 provider. Ooma may terminate the account if Ooma is unable to validate a Customer’s address. Physical location(s) may not be a post office box, mail drop or similar address.
  2. Use of Service Outside Canada. 911 service is available only in Canada, and may not be provided in any other international locations. Customer shall notify all users (i.e., business colleagues, employees, guests and others present at the physical location) that 911 may not be available outside of Canada.
  3. Mobile Applications. 911 emergency calls cannot be made from any Ooma mobile application (each a “Mobile App”). TO ENSURE PROPER CALL ROUTING, WHEN MAKING 911 CALLS WITH YOUR MOBILE DEVICE, YOU SHOULD MAKE SUCH CALLS USING YOUR CELLULAR CONNECTION AND NETWORK THROUGH YOUR CELLULAR PROVIDER.
4. Service Outage
  1. Power Failure or Disruption.
    Emergency dialing will not function in the event of a broadband, power or ISP Service failure or disruption. If there is an interruption in the power supply, a power surge or a power failure, the Services and emergency dialing will not function until power is restored and may require Customer to reset equipment before making 911 calls.
    
    YOU ARE RESPONSIBLE FOR PROVIDING UNINTERRUPTED AC POWER AND BACKUP POWER TO THE EQUIPMENT. ANY POWER INTERRUPTION MAY RESULT IN A LOSS OF SERVICE INCLUDING 911 SERVICE.
  2. Service Suspension or Termination by Ooma. A Services outage or suspension (including, without limitation, suspension due to billing issues or delinquent or unpaid invoices) or termination of Services by Ooma will prevent ALL calls from being made through the Services, including 911 calls.
5. Backup. It is Customer’s responsibility to determine how to meet Customer’s emergency calling needs and to provide access to emergency calling services (such as maintaining a conventional landline phone or wireless phone as a backup means of completing emergency calls).
6. Automated Number Identification. Due to limitations at public-safety answering points (“PSAP(s)”), it may not be possible for the PSAP and the local emergency personnel to identify Customer’s telephone number (or the number assigned by Ooma) when Customer dials 911 to call Customer back if a call cannot be completed, is dropped or disconnected, or if a caller is unable to speak, and/or if the Services is not operational for any reason.
7. Labels. Customer agrees to notify any user or potential user of the Services of the 911 limitations described herein. Customer agrees to place a label on and/or near each telephone or other Equipment on which the Services may be utilized regarding the limitations or unavailability of 911 emergency dialing.
8. 911 Disclaimers; 911 Limitation of Liability.
  OOMA SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH 911 OR E911, INCLUDING WITHOUT LIMITATION FOR A) ANY LIMITATIONS DESCRIBED IN THIS SECTION 10; B) ANY SERVICES, POWER, OR NETWORK OUTAGE; C) FAILURES OF ANY THIRD PARTIES, INCLUDING 911 CALL CENTERS AND EMERGENCY RESPONDERS; D) DEFECTIVE OR MISCONFIGURED EQUIPMENT; E) NETWORK CONGESTION; F) THE SIMULTANEOUS USE OF ONE LINE WITH MULTIPLE PIECES OF EQUIPMENT; G) USE OF NONNATIVE PHONE NUMBERS; H) FAILURE OF EQUIPMENT TO RECEIVE CALLBACKS FROM EMERGENCY SERVICE PERSONNEL; OR I) ANY FORCE MAJEURE EVENT. IN NO EVENT SHALL OOMA BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES RELATED TO CUSTOMER’S (OR ANY END USERS’S) USE OF OR INABILITY TO USE E911 SERVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF OOMA’S LIABILITY ARE A MATERIAL TERM TO THE AGREEMENT, THAT IT WOULD NOT OTHERWISE ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS, AND THAT THESE LIMITATIONS ARE REASONABLE.
  
  BY USING THE SERVICES AND/OR OOMA EQUIPMENT, CUSTOMER ACKNOWLEDGES THE LIMITATIONS OF OOMA E911 SERVICE AS DESCRIBED IN THIS SECTION. CUSTOMER AGREES AND ACKNOWLEDGES THAT WHILE MOST OOMA SERVICES OFFER ACCESS TO E911 SERVICE, OTHERS MAY NOT. CUSTOMER ACKNOWLEDGES THAT IT HAS RECEIVED THIS E911 DISCLOSURE AND HAS READ, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THE E911 DISCLOSURE, AND ASSUMES THE RISKS ASSOCIATED WITH THE OOMA E911 SERVICE LIMITATIONS.
  1. Emergency Calling Indemnification. Customer shall protect, defend, indemnify, and hold harmless Ooma and its officers, directors, employees, affiliates, contractors and agents and any other service provider that furnishes Services to Customer, from and against any and all claims, lawsuits, losses, damages, liability, fines, penalties, costs and expenses, including, without limitation, attorneys’ fees and costs, arising from or related to any absence, failure or outage of the Services, including, without limitation, emergency 911 calling and/or inability of Customer or any user of the Services, to be able to call 911 or to access emergency service personnel.
Indemnification
1. Ooma’s Indemnification of Customer. Except as otherwise set forth herein, Ooma agrees to defend, indemnify and hold harmless Customer against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) (“Losses”) arising out of or related to any third-party claim alleging: (i) any harm to any person resulting in the personal injury or death of any person or in damage to or loss of any tangible property located at Customer’s premises that results from any grossly negligent or willful acts or omissions of Ooma; or (ii) material violation of any applicable Law by Ooma.
2. Customer’s Indemnification of Ooma. Customer agrees to defend, indemnify and hold harmless Ooma and its officers, directors, employees, affiliates, agents, assigns and any other service providers who furnish services to Ooma or Customer in connection with the use of the Ooma Equipment and Services against any Losses arising out of or related to any third-party claim alleging: (i) any act, error, omission, fault, negligence, or misconduct of Customer or any of Customer’s End Users; (ii) Customer’s breach of this Agreement; (iii) any claim by any employee or invitee of Customer or Customer’s End Users other than a claim based on the gross negligence or willful misconduct of Ooma; (iv) any damages relating to, or arising from Customer’s or Customer’s End User’s use of the Services or Equipment, including the unauthorized or unintended use of the Services or Equipment and the transmission of any messages, content, images or other information; (v) any claims for infringement of any IP Rights arising from or in connection with the Customer’s or Customer’s End User’s use of the Equipment or Services or (vi) violation of any Law by Customer or Customer’s End Users.
3. Mutual Provisions. Each party’s indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the claim; (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifier may not settle or defend any claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such claim.
Limitation of Liability; Disclaimers
1. Except as expressly provided in this Agreement, the Services and Ooma Equipment are provided on an “AS IS”, as available basis. Other than as expressly provided herein, OOMA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY IP RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY LAW. Ooma does not warrant that the Services or Ooma Equipment will meet the Customer’s requirements or that the operation of the Services or Ooma Equipment will be secure, uninterrupted or error-free. Further, Ooma does not warrant that all errors in the Services or Ooma Equipment can be corrected.
2. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS, OR LOST REVENUE. UNDER NO CIRCUMSTANCES WILL OOMA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S OR END USER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN. OOMA IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABLITY FOR, RELATED TO, OR ARISING OUT OF, CUSTOMER’S FAILURE TO (A) ENTER THE CORRECT INFORMATION WHILE PROGRAMMING THE EQUIPMENT, (B) TEST THE FUNCTION AND RANGE OF THE EQUIPMENT AND SERVICES, (C) CHARGE THE EQUIPMENT, IF APPLICABLE, (D) FAILURE TO INSTALL, CONFIGURE, MAINTAIN OR OPERATE THE EQUIPMENT IN COMPLIANCE WITH APPLICABLE REGULATORY OR LEGAL REQUIREMENTS, (E) PROVIDE BACKUP POWER, INTERNET OR CELLULAR SERVICE, OR (F) UNINTENDED USE OF THE EQUIPMENT OR SERVICES AS WE DETERMINE IN OUR SOLE DISCRETION. OOMA SHALL HAVE NO LIABLITY WHATSOEVER FOR ANY DAMAGES RESULTING FROM FORCE MAJEURE EVENTS; LOSS OF POWER TO CUSTOMER; INSTALLATION WORK PERFORMED BY CUSTOMER OR THIRD PARTIES; OR ANY ACT OR OMISSION BY CUSTOMER OR ANY PERSON USING THE EQUIPMENT OR SERVICES PROVIDED TO CUSTOMER; EQUIPMENT, NETWORK OR FACILITY FAILURE; AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR, OR OTHER THIRD PARTY, INCLUDING BLOCKING OF PORTS BY CUSTOMER’S INTERNET SERVICE PROVIDER OR OTHER IMPEDIMENT TO THE USE OF THE EQUIPMENT OR SERVICES CAUSED BY ANY THIRD PARTY; OR ANY OTHER CAUSE THAT IS BEYOND OOMA’S REASONABLE CONTROL. OOMA’S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER, INCLUDING ACTS OR OMISSIONS RELATED TO THE SERVICES OR 911 DIALING, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO OOMA. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation set forth in this Section may not apply to Customer. However, and notwithstanding the provisions of this Section, the parties agree that neither party will be liable for breach of contract damages that the breaching party could not reasonably have foreseen on entry into this Agreement. No action against either party arising out of this Agreement may be brought by the other party more than one year after the cause of action has arisen.
Governing Law
This Agreement and the relationship between Ooma and Customer are governed by the laws of the state of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 14, such action shall only be brought in Santa Clara County, California. Customer submits to the personal and exclusive jurisdiction of the courts located within the state of California and waives any objection as to venue or inconvenient forum.
Mandatory Binding Arbitration; Waiver of Jury Trial
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM OOMA. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Customer and Ooma further agree that each may bring suit in court to enjoin a breach of confidentiality or infringement or other misuse of IP Rights. Notwithstanding anything to the contrary in the Agreement, Ooma may seek injunctive or other relief in any provincial, local, federal, or national court of competent jurisdiction for any actual or alleged breach of confidentiality or infringement of Ooma’s or any other person or entity’s IP or proprietary Rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS OOMA AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND OOMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Export Controls
Customer will comply fully with all relevant import and export Laws, conventions, and regulations, including, but not limited to, the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security (the “Export Controls”). Without limiting the generality of the foregoing, Customer expressly agrees to not export, directly or indirectly, re-export, divert, distribute, transmit, or transfer any portion of the Equipment or Services or any direct product or technical data thereof to any destination, company, or person restricted or prohibited by Export Controls. Customer further represents and warrants that Customer (or if acting on behalf of a business, the business and its officers, directors and shareholders) are not listed on any Specially Designated Nationals or other denied parties list issued by any agency of the U.S. Government.
Copyright Infringement; Digital Millennium Copyright Act (DMCA) Notice
Materials may be made available via the use of the Equipment and Services by third parties not within Ooma’s control. Ooma is under no obligation to, and does not, review content posted, published, or broadcast through the Services for illegal or impermissible content. However, Ooma respects the copyright interests of others. Ooma does not permit materials known by it to infringe another party’s copyright to be posted, published, or otherwise broadcast through our Services. If Customer believes any of the materials infringe a copyright, Customer should provide Ooma with written notice with: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed a representative list of such works at that site; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Ooma to locate the material; (d) information reasonably sufficient to permit Ooma to contact the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material is not authorized; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. DMCA notices should be sent to: Ooma Legal Department, 525 Almanor Ave., Suite 200, Sunnyvale, CA 94085.
Consent & Privacy
Customer expressly consents to be contacted by Ooma, its agents, representatives, affiliates, third-party providers, or anyone contacting Customer on Ooma’s behalf for any and all purposes arising out of or relating to Customer’s Services or additional Services offered by Ooma, at any telephone number, or physical or electronic address Customer provides. Ooma may contact Customer in any way, including SMS/text messages, calls using prerecorded messages or artificial voice, and emails, calls and messages delivered using an automatic emailing system, automatic telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered. An agent or representative may leave a message in your voice mail, or via text or email. Customer warrants and represents that the telephone numbers and physical and electronic addresses provided to Ooma are correct. Customer represents that it is permitted to receive calls at each of the telephone numbers it has provided. Customer will promptly alert Ooma if it stops using or changes a particular telephone number or physical or electronic address.

Ooma may listen to and/or record phone calls between Customer and Ooma representatives for training, quality monitoring, or other purposes without further notice to you.
Notices
Notices to Ooma, or notices to you regarding breach or termination of this Agreement, must be in writing and will be deemed to have been given if delivered personally, by confirmed email or facsimile, or on the third day after mailing by first-class, registered or certified mail, postage prepaid to the other Party at the addresses provided in the Sales Quote or otherwise designated in writing.
Amendments to the Agreement
Other than as stated in Section 8(j), this Agreement may only be modified in a writing signed by both parties.
Force Majeure
Neither party will be liable for any failure or delay in its performance under the Agreement (except for any obligations to make payments to the other party hereunder), due to any cause beyond its reasonable control, including (but not limited to), acts of nature, strikes, war, invasion, insurrection, hostilities (whether or not war is declared), riots or other civil unrest, acts or threats of terrorism, cyber-attack (hacking and DDOS), natural disasters, pandemic, epidemic, quarantine restriction or state(s) of emergency, any action(s), order, Law, regulation or restriction of any governmental or regulatory body (including, but not limited to, the denial or cancellation of any necessary license or permit, actions, embargoes or blockades), network or facility failure, shortage, upgrade, relocation or modification; or any act or omission of any underlying carrier, service provider, vendor, or other third party, including blocking of ports by your high-speed internet service provider or other impediment to the usage of the Equipment or Services caused by any third party, provided that the delayed party (a) gives the other party prompt notice of such cause and (b) uses reasonable commercial efforts to correct promptly such failure or delay in performance.
Assignment
Customer may not assign its rights or delegate its duties under the Agreement either in whole or in part without the prior written consent of Ooma. If a party acquires all or substantially all of Customer’s assets as part of a corporate merger or acquisition, and provided the assignee agrees to be bound by the terms of this Agreement, Customer can update its account using Ooma’s Service Takeover Authorization Form. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
No Waiver
No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted. Any such waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing waiver.
Entire Agreement
This Agreement, as incorporated into one or more Sales Quotes, and its attachments and/or addendums, any applicable terms, rates, agreements, or policies referenced herein, and the Privacy Policy represent the entire agreement between the parties hereto, and it supersedes all prior written and/or oral communications that are applicable to Ooma’s provision of Ooma Equipment and/or Services. If the terms of this Agreement and the Sales Quote contradict, the Sales Quote shall supersede and control. This Agreement expressly excludes any additional terms that Customer may present to Ooma at any time in any form, including without limitation terms and conditions of purchase or any other document issued by Customer. Without limiting the generality of the foregoing, no additional terms contained on any Customer website, in any “click-to-agree,” “shrink-wrapped” or similar purported agreement, in any boilerplate terms printed on any purchase order or any other correspondence, will be valid. Any such additional, inconsistent and/or conflicting terms presented by Customer (even if signed or otherwise accepted by Ooma) are expressly rejected by the parties, except to the extent such term expressly states that it amends this Agreement and refers to this Section 23 (Entire Agreement).
Severability & Interpretation
In the event any court of competent jurisdiction determines that any of the terms and conditions of this Agreement are unenforceable or invalid, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and full force and effect shall be given to such remaining provisions. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.