Acceptable Use Policy

This Acceptable Use Policy (“AUP”) describes actions by Users that are prohibited by One Allied Fund, Corp. and its affiliates and subsidiaries (“OAFC”). “Users” means any user or Customer of any and all OAFC provided services (“Service” and/or “Services”) that are provided by OAFC pursuant to any applicable customer agreement, including, without limitation, any applicable terms of service and/or supplements to any applicable agreement(s) (which Users must accept as a condition to receiving any Services from OAFC).

This Acceptable Use Policy is subject to change from time to time with such changes effective upon posting at http://www.oneallied.com/. OAFC encourages Users to review this Policy regularly.

1. Services may be used only for lawful, proper and appropriate purposes.
2. Users must use any Services only in a manner that, in OAFC sole discretion, is consistent with the purposes of such Services. Users will not engage in any legal or illegal activity that either (i) harms OAFC, the network operated by OAFC, the Services and/or any User, or (ii) interferes with the network operated by OAFC and/or the provision or use of the Services by OAFC or any User.
3. Services may not be used for illegal, improper, and/or inappropriate purposes.
   1. Illegal purposes include, but are not limited to:
      1. using any Service to violate any law, rule, or regulation; or
      2. engaging in threatening, abusive, harassing, defamatory, libelous, deceptive or fraudulent behavior.
   2. Improper and/or inappropriate uses include, but are not limited to:
      1. posting multiple messages similar in content to Usenet or other newsgroups, listservs, forums, e-mail mailing lists or other similar groups or lists;
      2. calling, messaging, storing, posting or transmitting harassing, threatening or abusive materials, e-mail or information;
      3. posting or transmitting any information or software that contains a virus worm, cancelbot or other harmful component;
      4. without permission from the owner of a system or network, doing any of the following: (a) accessing the system or network, (b) monitoring data or traffic, (c) probing, scanning, and/or testing firewalls, (d) testing the vulnerability of a system or network or (e) breaching the security or authentication routines of a system or network;
      5. conducting or forwarding surveys, contests, pyramid schemes, charity requests or chain letters;
      6. relaying e-mail in an anonymous fashion or forging any TCP-IP packet header;
      7. mailbombing, flooding, overloading, attacking or otherwise interfering with a system or network;
      8. sending unsolicited calls, messaging, e-mailings (including, without limitation, commercial advertising and informational announcements) if such unsolicited activities could reasonably be expected to or do in fact provoke complaints;
      9. operating a server in connection with the Services in an “open relay” configuration (a configuration whereby a mail server processes email messages where neither the sender nor the recipient is a local user);
      10. falsifying User or other identifying information provided to OAFC or to other Users of the Services;
      11. use of any Services in violation or any trademark, copyright, or any other intellectual property protection law or provision, or AUP policy of any third party provider;
      12. use of any Services for the purposes of engaging in an activity in connection or conjunction with any pornographic and/or adult entertainment industry purpose, regardless of whether such activity is lawfully permitted;
      13. auto-dialing or predictive-dialing (sometimes referred to as “robo-dialing”);
      14. continuous or extensive chat line or conference call participation,
      15. use of free conference calling or similar services that OAFC in its sole discretion deems to participate in traffic stimulation practices or schemes that result in excessive charges;
      16. use of an open telephone line as a monitoring, intercom or similar service;
      17. long duration calls (defined as calls to the same number in excess of four continuous or cumulative hours within a 24-hour period) and/or calls placed to specific numbers / destinations for the purpose of generating charges or fees for or with a third party;
      18. use of call Services which do not consist of uninterrupted live human voice dialog by and between natural human beings;
      19. restricting or inhibiting any other User or any other person from using and enjoying the Services and/or the Internet; or
      20. engaging in any of the foregoing activities by using the services of another provider or third party and channeling such activities through an account provided by OAFC, or otherwise involving the Services or any OAFC account in any way with or without another provider or third party for the purpose of facilitating the foregoing activities.

Remedies:

1. OAFC reserves the right, at its sole discretion, to determine if a Service is being used for any of the foregoing purposes or activities.
2. Violation of this Policy may result in civil or criminal liability, and OAFC in its sole discretion, in addition to any remedy that it may have at law or in equity, may immediately terminate permission for the User to use the Services, or any portion of the Services, and may charge User any applicable rates and cancellation or termination fees. In addition, OAFC may investigate incidents that are contrary to this Policy and provide requested information to third parties who have provided notice to OAFC stating that they have been harmed by a User's failure to abide by this Policy or the policies listed above. OAFC may bring legal action to enjoin violations and/or collect damages caused by any violation of any part of this Policy.
3. Any violations or attempted violations of this Policy by any User (or any third party on behalf of any User) will constitute a violation of this Policy by the User and a material breach of any applicable customer agreement, including, without limitation, any applicable terms of service and/or supplements to any applicable agreement(s).
4. OAFC failure to enforce this policy in every instance in which it might have application does not amount to a waiver of OAFC rights.
5. IN NO EVENT WILL OAFC BE LIABLE TO ANY USER OR THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES FOR ACTIONS TAKEN OR NOT TAKEN PURSUANT TO THIS POLICY, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA, OR OTHERWISE, EVEN IF OAFC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY IN FAVOR OF OAFC IS IN ADDITION TO ANY LIMITATIONS SET FORTH IN ANY WRITTEN AGREEMENT BETWEEN OAFC AND ANY APPLICABLE USER AND WILL APPLY WHETHER THE ACTION IN WHICH RECOVERY IS SOUGHT IS BASED IN CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), OR ANY APPLICABLE LAWS.

Customer Agreements:

1. Nothing in this Policy will limit or be deemed a waiver of any rights or protections of OAFC pursuant to any written agreement between OAFC and any applicable User. This Policy will be read in connection with any such written agreement and not in conflict with any such agreement. This Policy, in connection with any such agreement, supersedes any other oral or written representations or agreements made by OAFC and/or its representatives regarding the Services.
2. Subject to any arbitration, forum or choice of law provisions of any written agreement between OAFC and any applicable User, (i) this Policy will be governed by, construed under and enforced in accordance with the laws of the State of Florida without reference to its choice of law principles or the United Nations Convention on the International Sale of Goods; and (ii) in the event any party brings a civil action or initiates judicial proceedings of any kind related to this Policy (except for actions to enter or collect on judgments), Users consent to the exclusive personal jurisdiction and venue of the federal and state courts located in Miami-Dade County, Florida.
3. If any provision of this Policy is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Policy will not be affected thereby.

Effective as of: 01/14/2015

Wholesale Voice Termination

Service Agreement - Terms and Conditions

These Service Agreement Terms and Conditions are part of, and supplemental to, the Agreement (the “Agreement”) between One Allied Fund, Corp., (“OAFC”) and the Customer; and are in accordance with and pursuant to, the terms and conditions of the Master Service Agreement (“MSA”) (including any related Service Order Forms (SOFs), Exhibits, Attachments, Schedules, other applicable Addenda, and applicable online Terms & Conditions posted by OAFC on its internet website at www.oneallied.com\docs\legal, all of which are fully incorporated by reference within the Agreement) between OAFC and Customer.

1. Service Description. These Terms and Conditions apply to OAFC Wholesale Voice Termination (“Wholesale Voice Termination”) service which provides the termination of IP voice traffic from the Customer’s premise to the PSTN or an on-net IP enabled endpoint. OAFC WHOLESALE VOICE TERMINATION IS AN OUTBOUND CALL TERMINATION SERVICE ONLY AND DOES NOT INCLUDE E911/911.
2. Acceptance of Terms and Conditions for Service Provided. OAFC shall provide Customer with Wholesale Voice Termination service ordered on a OAFC Service Order Form according to the terms of the Agreement, and as specified in the applicable MSA, Addendum and Exhibits, and other Attachments, specific to the Customer and the Service(s), and all of which are incorporated herein by reference. All Service(s) will be provided in accordance with applicable Tariffs, Exhibits, Rate Sheets, Price Sheets, Rate Schedules, or Price Lists (collectively “Rates”) for the jurisdictions in which Service(s) are provided, in accordance with the applicable provisions of the Agreement and other applicable documents incorporated into the Agreement by reference. In the event no Price Lists are attached or Customer utilizes OAFC Service(s) without first submitting a Service Order Form as required under the terms of the MSA, Provider’s standard rates will apply, as posted at www.oneallied.com/docs/legal and incorporated herein by reference (“Rates”).
3. OAFC Right to Modify Terms and Conditions. These Terms and Conditions are subject to all applicable Terms and Conditions and business practices of OAFC and may be modified or changed at any time upon notice, which may be provided by posting at www.oneallied.com\docs\legal, or by notice to Customer as specified in the MSA. If the change in Terms and Conditions and business practices is materially adverse to Customer, as deemed solely by and within the unfettered discretion by OAFC, Customer may terminate the Wholesale Voice Termination service under these Terms and Conditions within thirty (30) days after receipt of such notice or date of posting by providing thirty (30) days written notice of termination to OAFC. If OAFC does not receive such written notice within the thirty (30) day period, Customer shall be deemed to have accepted such changes or modifications.
4. Customer Responsibilities. In addition to any Customer responsibilities set forth under this Agreement in the MSA or Addendum, or any other documents incorporated herein by reference, Customer shall, at its sole cost and liability, be responsible: (i) for providing all equipment (including proxy servers), software, facilities and IP connectivity (including connectivity to End Users) necessary for the Customer application and the Customer network to operate with OAFC Wholesale Voice Termination service, and for providing and ensuring the successful installation of all equipment and software necessary for End Users to use services sold to it by Customer; (ii) to obtain and provide to OAFC, prior to installation of the particular Wholesale Voice Termination service, the IP address(es) for the proxy server, the Customer application and/or any other applicable hardware/software solution; (iii) for all End User Tier 1 support, and, (iv) for all Class 5 features, such as dial tone, call waiting and call forwarding functionality. Customer may pass such obligations on to End User, but all information required to support Wholesale Voice Termination service shall be solely between OAFC and Customer. CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS OAFC AGAINST ANY AND ALL CLAIMS AND EXPENSES RESULTING FROM THE FAILURE OF CUSTOMER OR END USERS TO COMPLY WITH THIS SECTION.
5. Charges for Service. Under the Agreement, Customer shall be charged according to the Rates set forth in the Service Order Form, and according to OAFC Wholesale Voice Termination Service Addendum and any incorporated Exhibit(s).
   1. OAFC Wholesale Voice Termination service is primarily a Usage based service and Usage charges are based upon the following:
      1. Call Rating: OAFC Wholesale Voice Termination only provides Interstate, Intrastate, and if contracted, International call termination. No outbound local calling or inbound calling service is provided. The distinction and jurisdiction of Interstate versus Intrastate versus International termination will be determined based on either; (i) the Originating Automatic Number Identification (ANI), or (ii) the Location Routing Number (LRN), in conjunction with the terminating ANI provided in the Call Signaling. If OAFC cannot accurately rate a call due to an invalid or omitted Originating ANI, and its rating jurisdiction is not International, OAFC will default to rating the call at the prevailing Intrastate Termination Rate. OAFC will determine the terminating ANI carrier by evaluating the Terminating ANI down to the NPA-NXX-X level.
      2. Interstate Termination Rates: All Interstate Termination under the Agreement will be billed according to the Rates set forth on the SOF. Rates may be provided on a NPA-NXXX or LATA/OCN basis, however, for billing purposes all calls will be rated and billed based upon NPA-NXX-X Rate Type. Unless otherwise agreed on the SOF, all Interstate Rates provided are subject to change upon fourteen (14) days notice by OAFC to Customer. OAFC does not guarantee call delivery and may block specific routes at any time.
      3. Intrastate Termination Rates: All Intrastate Termination under the Agreement will be billed according to the Rates set forth on the SOF. Rates may be provided on a NPA-NXXX or LATA/OCN basis, however, for billing purposes all calls will be rated and billed based upon NPA-NXX-X Rate Type. Unless otherwise agreed on the SOF, all Intrastate Rates provided are subject to change upon fourteen (14) days notice by OAFC to Customer. OAFC does not guarantee call delivery and may block specific routes at any time.
      4. International Rates: In the event Customer has executed an International Voice Termination agreement, rates shall be as set forth in any such Agreement. In the event Customer terminates a call to an International Call Termination destination, and has not executed an International Voice Termination agreement, and/or has not been provided with Customer Specific International Rates, then OAFC default International Rates shall apply as posted at www.oneallied.com/docs/legal. Unless otherwise agreed on the SOF, all International Rates provided are subject to change upon seven (7) days notice by OAFC to Customer. OAFC does not guarantee call delivery and may block specific routes at any time.
      5. Billing Increments. Rates quoted are based on per minute of the duration of each call. Billing increments may be a subunit of minutes and are set forth below.

      Terminating Destination	Initial Billing Increment (Seconds)	Additional Billing Increment (Seconds)
      US Domestic	60	60
      International (excluding Mexico)	60	60
      Mexico	60	60

      6. Call Duration Thresholds: All per minute Rates assume at least 95% of calls terminating will be of a call duration of no less than six (6) seconds in length. If 5% or more of Customer’s completed calls are equal to or less than six (6) seconds in length during any billing cycle then OAFC reserves the right to charge, and Customer shall pay, a $0.03 charge per short duration call. This charge will be in addition to Customer’s current Rates.
      7. RBOC / Wireless Thresholds for Flat Rate Type: In the event Customer has any quoted Flat Rate Types, all flat-rate per-minute rates assume at least 75% of calls terminate on either an RBOC or Wireless PSTN providers. If this threshold is not met, OAFC reserves the right to charge up to an additional $.06 per minute on the number of minutes needed to meet this threshold.
      8. IP Originated Usage. All Customer termination usage must be IP originated. “IP Originated” shall mean voice traffic which Customer represents and warrants as utilizing TCP/IP as a transmission protocol from the Customer’s originating equipment (i.e. SIP phones, SIP PBX, TDM to SIP Gateway, IP-adapter, etc.) to a TCP/IP gateway, for termination to an IP destination or the PSTN. Traffic identified as non-IP Originated is subject to incremental $.10 per minute charges.
   2. OAFC Wholesale Voice Termination service may include Non Recurring Charges (“NRC”) if so agreed on the SOF.
   3. OAFC Wholesale Voice Termination service may include Monthly Recurring Charges (“MRC”) if so agreed on the SOF.
   4. OAFC Wholesale Voice Termination service may include additional NRCs for the following:
      • Service Reinstatement Fee: $200.00 plus any charges imposed by underlying carrier(s)
      • Missed Appointment Fee: $200.00
      • Rejected Credit Card/Returned (NSF) Check: $40.00 (or legal limit)
      • Professional Services: Individual case basis
   5. Any and all Rates provided to Customer do NOT include applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees, miscellaneous fees, and surcharges, whether charged to or against OAFC, all of which shall be payable by Customer, except in the case of exemption as provided for under the terms of the MSA.
6. Call Completion. OAFC Wholesale Termination service is generally available to the termination calling destinations for which the Customer has been provided Rates. OAFC reserves the right to block or otherwise restrict termination of calls to any and all termination calling destinations, whether or not included in Rates provided to Customer, and without notice to Customer. Wholesale Voice Termination under this Addendum does not include international call termination unless specifically included under an international termination addendum. OAFC does not guarantee call completion, and the failure to complete any or all calls, regardless of reason, shall not constitute a breach of this Agreement. Therefore, OAFC Wholesale Voice Termination explicitly excludes any and all Service Level Agreements.
7. Acceptable Use Policy. All use of OAFC Wholesale Voice Termination service must comply with OAFC Acceptable Use Policy (“AUP”), which is posted at www.oneallied.com, and is incorporated herein by reference. By accepting OAFC Service, Customer agrees to comply with this AUP and any subsequent modifications thereto. OAFC reserves the right to modify this AUP from time to time, effective upon posting the AUP as modified at the URL shown above. Violation of the AUP shall be considered a material breach of this Agreement.
8. Conflicting or Controlling Terms. In the event of any conflict, ambiguity, or inconsistency between the terms of the Master Service Agreement (exclusive of this or any other Addendum, Exhibit, Attachments, or posted Terms and Conditions) and this Posted Terms and Conditions, then as it relates to OAFC Voice Termination service, the terms of the MSA shall control.
9. Miscellaneous. THIS AGREEMENT, TOGETHER WITH ANY ATTACHMENTS, INCLUDING ANY SCHEDULES, ADDENDUMS, PRICE LISTS, RATES, SERVICE ORDERS, TERMS AND CONDITIONS, SERVICE LEVEL AGREEMENTS, AND ACCEPTABLE USE POLICIES, WHICH MAY BE PROVIDED TO THE CUSTOMER AND/OR POSTED AT: WWW.ONEALLIED.COM/DOCS/LEGAL, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE, CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE CUSTOMER AND ONE ALLIED FUND, CORP, WITH RESPECT TO THE SERVICE(S) PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT CUSTOMER IS NOT RELYING ON ANY AFFIRMATION OF FACT, PROMISE OR DESCRIPTION FROM ANY PERSON OR ENTITY, NOR ANY OTHER ORAL OR WRITTEN REPRESENTATION OTHER THAN WHAT IS CONTAINED IN THIS AGREEMENT AND ANY INCORPORATED DOCUMENTS.