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TERMS OF USE
Last Updated: July 9, 2025
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Please read these Terms of Use fully and carefully before using the Site and Services (as described in Section 1 below). These Terms of Use, including the other documents incorporated at Section 1a below (together, the “Agreement”) set forth the legally binding terms and conditions for your use of the Site and Services. BY ACCESSING THE SITE OR REGISTERING FOR AND/OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT AND ALL OTHER OPERATING RULES, POLICIES, AND PROCEDURES REFERENCED IN THIS AGREEMENT, EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME AS SET FORTH BELOW. YOU MUST NOT USE THE SITE OR THE SERVICES IF YOU DO NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT.
YOU MAY ONLY USE THE SITE AND THE SERVICES EITHER: (I) ON BEHALF OF AN ORGANIZATION; OR (II) IF YOU ARE AN INDIVIDUAL ACTING WHOLLY OR MAINLY FOR BUSINESS PURPOSES. YOU MUST NOT USE THE SITE OR THE SERVICES IF NEITHER (I) NOR (II) APPLIES TO YOU.
If you are accepting on behalf of an organization, you represent and warrant that you have the authority to do so; however, if your organization has entered into a separate contract with Vonage covering its use of the Services, then that contract governs instead of this Agreement, to the extent of any conflict.
EXCEPT FOR CERTAIN TYPES OF DISPUTES DEFINED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND VONAGE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
In this Agreement, “Customer” refers to you, unless you are accepting on behalf of an organization in which case “Customer” means that organization; and “Vonage” refers to the contracting entity identified in Schedule 1, the relevant contact and other details for which are set out in Schedule 2. Vonage and Customer are each referred to in this Agreement as a “Party” and collectively as the “Parties.” In consideration of the terms and covenants set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which each Party acknowledges, the Parties agree as follows.
1. Vonage’s Services.
Vonage offers a variety of communication-enabling services (“Services”) described at https://www.vonage.com/communications-apis (the “Site”). This Agreement governs the Parties’ respective obligations regarding all Services provided to or used by Customer.
a. Additional Terms and Policies. This Agreement incorporates the following additional terms and policies (collectively, the “Policies”):
i. Acceptable Use Policy, https://www.vonage.com/legal/acceptable-use-policy/ (“AUP”), as may be updated by Vonage from time to time;
ii. Supplemental Terms for Certain Vonage Services, https://www.vonage.com/legal/communications-apis/supplemental-terms (“Supplemental Terms”), as may be updated by Vonage from time to time;
iii. Data Processing Addendum, https://www.vonage.com/legal/data/dpa/ ("DPA") (only with respect to certain Services as identified in the DPA); and
iv. Privacy Policy, https://www.vonage.com/legal/privacy-policy (“Privacy Policy”), as may be updated by Vonage from time to time.
b. Changes to the Services. Without prejudice to Section 14b (to the extent that any such change would require a change or modification to the terms of this Agreement), Vonage may make changes to the Services from time to time, including in response to changes in the industry and changes to carrier and other Vonage partner requirements or to applicable law and regulations. It is Customer’s responsibility to ensure that its usage is compatible with the functionality of the then-current Services. Vonage will use reasonable endeavors to maintain backward compatibility or, where it cannot, Vonage will provide at least 60 days’ notice to Customer prior to implementing any changes that do not maintain backward compatibility by posting a notice on the Site or by sending Customer notice through the Services, or by another appropriate means of electronic communication. Vonage may in its reasonable discretion, suspend or discontinue any of the Services (or their components) at any time, in which case Vonage will notify Customer by posting a notice on the Site or by sending Customer notice through the Services, or by another appropriate means of electronic communication.
c. Telephone Numbers. Customer acknowledges and agrees that its use of the Services or any of the telephone numbers that Vonage may provide in connection with use of the Services do not grant Customer any ownership or other rights in the telephone number other than the limited, revocable use rights expressly set forth in this Agreement. Customer does not have the right to use those telephone numbers indefinitely. Customer acknowledges and agrees that telephone numbers which Vonage provisions may be reclaimed by Vonage or the applicable supplier from time to time during the Term (as defined below) and may be re-assigned to other customers after the Term. Vonage may reclaim any phone number from Customer’s Account (as defined below) if Customer does not send sufficient traffic over that phone number such that the phone number is unutilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. If Vonage seeks to reclaim a phone number from Customer’s Account, excluding suspended, terminated, and trial accounts, Vonage will provide at least two weeks’ advance notice via email (or such shorter notice as is reasonably practicable in the circumstances), except where Vonage is prevented from doing so by the applicable regulatory agency or governmental organization. Vonage also may reclaim phone numbers from accounts suspended for failure to pay and/or suspended for suspected fraud. Customer may not transfer or assign the telephone numbers Vonage provides to Customer unless otherwise mutually agreed by the Parties in writing.
2. Customer Account.
To access and use certain Services, Customer must create an account (“Account”) on the Site. Customer will provide accurate, complete, and current Account information and, as applicable, timely update the same. Customer is solely responsible for the activity that occurs on its Account (which includes its sub-accounts), including via the Customer Application (as defined in Section 4), and for keeping its Account password secure. Subject to Section 11a, Vonage will not be liable for losses caused by any unauthorized use of the Account. Customer will notify Vonage promptly of any change in Customer’s eligibility to use the Services (including any changes to or the revocation of any required licenses), breach of security or any known unauthorized use of Customer’s Account. Upon termination of this Agreement, Customer may delete its Account by emailing support@api.vonage.com. Despite deletion of Customer’s Account and subject to the terms of the DPA, Vonage may retain Customer data as reasonably necessary for compliance with applicable law and regulations.
3. Fees and Payment
a. Paid Services. Customer will pay for its use of the Services as set forth on the pricing page on the Site (accessible here), as may be updated by Vonage from time to time, provided that if Vonage and Customer have (i) entered a separate written agreement with Vonage for special pricing on certain Services and/or country-specific pricing or (ii) otherwise agreed in writing that special pricing applies, then Customer will pay such special pricing. In addition, Customer will pay additional charges and fees for excessive or abusive usage of the Services as set forth in the AUP or any charges imposed on a third party for Customer’s violation of the AUP. Vonage may change all applicable charges and fees from time to time, upon providing reasonable advanced notice to Customer by posting a notice on the Site or by sending Customer notice through the Services, or by another appropriate means of electronic communication. Customer’s continued use of the Services after such a price change becomes effective constitutes Customer’s agreement to pay the revised charges and fees.
b. Prepayment. Except as set forth in the next sub-section, Customer will pay in advance for the Services in the currency specified by Vonage, without the right of set-off, deductions, or counterclaim. Some of the Services may accept recurring period charges as agreed to by Customer on the Site. By choosing such auto-reload payment plan, Customer acknowledges that such Services have a recurring payment feature and Customer accepts responsibility for all recurring charges prior to cancellation. VONAGE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER PROVIDES PRIOR NOTICE THAT CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE ITS PAYMENT METHOD. TERMINATION OF THIS AUTHORIZATION SHALL BE EFFECTIVE UPON SUBMISSION BY THE CUSTOMER. CUSTOMER’S NOTICE WILL NOT AFFECT CHARGES SUBMITTED BY VONAGE PRIOR TO THE CUSTOMER’S NOTICE. CUSTOMER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR ITS BILLING ACCOUNT. IF CUSTOMER HAS REQUESTED AUTO-RELOAD PAYMENTS, CUSTOMER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP ITS BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND CUSTOMER MUST PROMPTLY NOTIFY VONAGE OR ITS PAYMENT PROCESSOR IF CUSTOMER’S PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF CUSTOMER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF CUSTOMER’S USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN THE ACCOUNT DASHBOARD. IF CUSTOMER FAILS TO PROVIDE ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT VONAGE MAY CONTINUE CHARGING CUSTOMER FOR ANY USE OF PAID SERVICES UNDER THE BILLING ACCOUNT UNLESS CUSTOMER HAS CANCELLED AUTO-RELOAD OR TERMINATED ITS PAID SERVICES AS SET FORTH ABOVE. Customer may change its payment method or terminate any auto-reload authorization via the Account dashboard.
c. Post-payment. Where agreed by the Parties in writing, Vonage will invoice Customer for the Services monthly in arrears, and payment is due 30 days following the date of invoice, without deduction. Invoices may be sent to the e-mail address specified in Customer’s Account and will be deemed received on the date sent. Customer will pay interest on overdue amounts at a rate of 1.5% per month or the maximum rate allowed by law, whichever is less, and is responsible for all costs of collection. Vonage may suspend Services associated with Customer’s Account pending payment of past due undisputed amounts, and Vonage shall have no liability for any losses incurred due to such suspension. If Customer disputes any invoiced charges exceeding EUR 1,000 (or the equivalent in another currency) by notifying Vonage of the same within the time period and in accordance with the requirements set out in Section 3e, then Section 3e applies with respect to the dispute and Customer may withhold payment of the disputed amount until the resolution of such dispute. If Customer disputes any invoiced charges that do not exceed EUR 1,000 (or the equivalent in another currency), Customer will pay the disputed amounts in accordance with this Agreement pending resolution of the dispute. Customer’s credit is limited to the amount determined by Vonage from time-to-time in connection with Customer’s Account.
d. Taxes. Unless otherwise provided on the pricing page on the Site, all applicable charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings (“Taxes”). Customer is solely liable for and will pay upon demand all Taxes associated with Customer’s access to and use of the Services and will not deduct any such amounts, or any other withholdings, set-offs or deductions, from amounts Customer owes Vonage, but will not be responsible for taxes based on Vonage’s net income. Customer may present Vonage with an exemption certificate eliminating Customer’s and Vonage’s liability to pay certain Taxes. Once Vonage has received and approved the exemption certificate, Customer will be exempt from those Taxes on a going-forward basis. If Customer fails to provide the required exemption documentation, if the documentation provided is invalid, or if a taxing jurisdiction determines that Customer is not exempt from Taxes and assesses those taxes, Customer will pay those Taxes to Vonage, plus any applicable interest or penalties. SUCH NOTICE WILL NOT AFFECT FEES AND CHARGES SUBMITTED BEFORE VONAGE COULD REASONABLY ACT UPON A RELEVANT DEVELOPMENT. For the avoidance of any doubt, if Customer is responsible for paying VAT directly to a tax authority under a reverse charge or similar mechanism, and a tax audit later determines that Vonage should have charged VAT under applicable VAT laws, Vonage will issue the necessary tax invoices for the previously uncharged VAT, and Customer agrees to pay these invoices in full.
e. Billing Disputes. Billing disputes must be initiated by Customer within 30 days of the date on which the relevant invoice was issued by contacting Vonage by submitting a billing dispute form or contacting API Support. If Customer claims that it did not use the Services associated with the charges or fees and is claiming that third-party fraud is the cause, it must also submit English language police reports and the Internet Crime Complaint Center reports. Upon expiration of this 30-day period, Customer cannot dispute any charges or fees paid or payable to Vonage. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute does not exempt Customer from timely paying any undisputed amounts owed. Any disputes that cannot be resolved in accordance with the foregoing will be handled in accordance with Section 13 below; however, if Customer made a claim that any charges or fees are due to third-party fraud and Vonage does not find evidence of the same or that Customer is the cause, Customer remains liable for those charges or fees. Other than in accordance with the foregoing or as set out elsewhere in this Agreement, charges and fees paid are non-refundable.
f. Customer’s Representation and Warranty Regarding Its Payments. Customer represents and warrants that all payments to Vonage are lawful and do not constitute the proceeds of crime, including in contravention of applicable anti-money laundering laws and regulations. A breach of this section shall constitute a material breach of the Agreement. Unless otherwise agreed in writing by Vonage, no other party than Customer shall make payment of the invoices issued by Vonage under this Agreement.
4. Customer Application – License
Subject to Customer’s compliance with this Agreement, Vonage grants Customer a limited, revocable, personal, non-exclusive, non-transferable, (except as set out in this Section 4) non-sublicensable license from the date on which Customer is provided access to the relevant Services until the earlier of the date on which this Agreement or Customer’s Account is terminated (the “Term”), to: (i) use the Services to create an original application that interfaces with the Services (“Customer Application”); and (ii) make the Services available to Customer’s end users (“End Users”) through the Customer Application. Customer is permitted to sub-license the above license to Customer Affiliates (as defined below), provided that: (i) such Customer Affiliates are acting via Customer’s Account; (ii) Customer will be fully responsible and liable to Vonage for the acts or omissions of such Customer Affiliates as if they were the acts or omissions of Customer under this Agreement; and (iii) Customer will remain the single point of contact for Vonage with respect to this Agreement. An “Affiliate,” with respect to a Party, means any entity that controls, is controlled by, or is under common control with that Party.
5. Restrictions.
Customer will not (and will ensure that its End Users and Affiliates do not) authorize, assist, or enable any other party to:
a. transfer, resell, lease, license, or otherwise make available the Services to third parties, except for Customer’s use of the Services to provide its Customer Application to third parties as set forth in Section 4;
b. use the Site or the Services in any manner that violates the AUP or applicable laws or regulations;
c. decipher, decompile, disassemble, reverse engineer or otherwise apply any other process or procedure to attempt to derive any source code or underlying ideas or algorithms of any part of the Site or the Services, but this restriction does not apply to the extent prohibited by applicable law;
d. alter, modify, translate, or otherwise create derivative works of any part of the Site or the Services, except: (i) as may be authorized by specific licensing terms entered into by Vonage that accompany certain software or software development kits provided by or on behalf of Vonage; and (ii) that this restriction does not apply to the extent prohibited by applicable law;
e. use the Services in connection with any call types that would result in Vonage incurring originating access charges, local exchange carrier “DIP” fees or other call types that may be subject to any reverse billing process, application or charge; or
f. use, or permit to be used, the Services in any manner intended to avoid incurring any charges or fees properly due to Vonage under this Agreement.
6. Customer Data, Personal Data, and Intellectual Property.
a. Customer Data. As between Customer and Vonage, Customer owns and reserves all right, title, and interest in Customer Data. Customer hereby grants Vonage a limited, non-exclusive right to use the Customer Data solely to provide and perform the Services in accordance with the Agreement.
b. Processing of Personal Data. Where Vonage processes Personal Data on behalf of Customer, such processing shall be governed by the terms of the DPA, which is hereby incorporated into the Agreement by reference. To the extent applicable, Vonage shall also process Personal Data in accordance with the Privacy Policy.
c. Deletion of Customer Data. Except as otherwise agreed in writing by Vonage and Customer and subject to the terms of the DPA, Vonage may periodically delete Customer Data including any Application Content. Vonage does not guarantee the storage or retention of any Customer Data and shall have no liability whatsoever for any damage, deletion, loss, unavailability or any other consequences that Customer may incur relating to such data.
d. Customer’s Application and Application Content. Customer or its licensors own and reserve all right, title, and interest (including intellectual property rights) in Customer Applications, and any content originally posted or transmitted by Customer or its End Users via the Customer Applications or Services (“Application Content”). Customer authorizes Vonage to use and to permit to be used, the Application Content to provide the Services and perform its other obligations and exercise its rights under this Agreement.
e. Suggestions. Customer’s suggested improvements to and feedback regarding the Site and the Services are not Confidential Information (as defined below), and Customer grants to Vonage an unrestricted, irrevocable, fully paid-up, and non-exclusive right to use such suggestions and feedback for any purpose.
f. Vonage Services and Vonage Content. Vonage or its licensors own and reserve all right, title, and interest (including intellectual property rights) in and to the Site and the Services and all related documentation and materials provided by or on behalf of Vonage in connection with the Site and the Services, including in each case all improvements, modifications, and derivative works. Other than the Customer Application and Application Content, right, title and interest (including intellectual property rights) in and to all content made available by or on behalf of Vonage through the Site or the Services (collectively, “Vonage Content”) are owned and reserved by Vonage or its licensors.
g. Publicity. Except as explicitly granted in this Agreement, neither Party is granted a license or other right (express, implied, or otherwise) to use any trademarks, copyrights, service marks, logos, trade names, patents, trade secrets, or other form of intellectual property of the other Party or its Affiliates without the express prior written authorization of the other Party. Customer will not issue any press release or other public statement relating to this Agreement, except as may be required by applicable law or regulation, or as agreed by Vonage in writing signed by an authorized representative of Vonage’s Corporate Communications department. Vonage may identify Customer using its name, trademarks and/or logos in its marketing collateral, presentations and websites.
h. Notices and Restrictions. The Site and the Services may contain, include or interface with Vonage Content that is subject to and protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws under United States and other applicable law and international conventions. Customer will abide by and maintain all copyright notices, information, and restrictions contained in any Vonage Content accessed through the Site and the Services.
7. Confidentiality.
a. Confidential Information. “Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving Party; (ii) was properly known to receiving Party; without restriction, prior to disclosure by the disclosing Party; (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement (and for Vonage to provide the Services) and it will not disclose such information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for Vonage to provide the Services or make other disclosures identified in the Privacy Policy. Each Party will exercise due care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party, in whole or in part to its employees, representatives, other personnel, actual or potential investors and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this Section. In addition, Vonage may disclose this Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by applicable law or regulation, legal process or court order; provided that, subject to applicable law and regulations, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy.
8. Indemnification.
a. By Customer. Customer agrees to defend, indemnify and hold harmless Vonage, its Affiliates and each of their officers, directors, employees, agents and personnel (each, a “Vonage Indemnified Party”) against any third-party claim concerning: (i) Customer’s or any End User’s use of the Services, including violations of the AUP or applicable law or regulation; (ii) breach of this Agreement or violation of applicable law by Customer, any End Users or Application Content; (iii) claims by End Users to the extent they purport to extend a Vonage Indemnified Party’s liability or obligations beyond the limitations and disclaimers set forth in this Agreement; or (iv) gross negligence or willful misconduct of Customer, its Affiliates or its or their employees, agents or subcontractors.
b. By Vonage. Vonage agrees to defend Customer against any third-party claim that Customer's authorized use of the Services (other than Application Content) infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. Despite the foregoing, Vonage shall have no liability under this Section for: (x) any combination, operation or use of the Services with any hardware or software not furnished by Vonage if such claim would not have arisen had such combination, operation or use not occurred; (y) use of any sample or reference code made available by Vonage or any third party, via the Site or otherwise; or (z) Customer’s or any End User’s use of the Services after Vonage has notified Customer to discontinue such use.
c. Procedure. The indemnified Party will notify indemnitor promptly after the indemnified Party learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice will only affect the rights of the indemnified Party to the extent that indemnitor is prejudiced. The indemnified Party will not admit any liability whatsoever. The indemnitor may take sole control of the defense and investigation of the indemnifiable claim at its own expense, by providing prompt written notice to the indemnified Party, subject to the indemnified Party's approval of indemnitor's counsel, such approval not to be unreasonably withheld or delayed (except to the extent such claim relates to Vonage's platform, other Services, or intellectual property or other rights, in which case Vonage may assume the exclusive defense and control of such matters and Customer will assist and cooperate with Vonage in asserting any available defenses). The indemnified Party will cooperate in all reasonable respects with the indemnitor and its attorneys in the defense of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with the indemnitor's defense. All settlements of indemnifiable claims under this Section will: (i) be entered into only with the indemnified Party's consent if such settlement requires any admission of guilt or imposes any restriction on the indemnified Party; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement.
9. Warranties and Disclaimers.
a. Representations. Each Party represents and warrants to the other that it: (i) has the corporate power and authority to enter into this Agreement and perform its obligations hereunder; and (ii) is authorized to do business and to provide or receive (as applicable) the Services.
b. Standard of Services. Vonage will supply the Services using reasonable skill and care, in accordance with (1) any timeframes set out in this Agreement or, if none, a reasonable timeframe, and (2) (subject to any changes made in accordance with Section 1b) in accordance with relevant Service descriptions accessible on the Site.
c. Assumption of Risk. Vonage has no special relationship with, or fiduciary duty to, Customer. Customer acknowledges and agrees that Vonage has no control over and has no duty to take any action regarding and will have no liability for acts, faults or omissions of any third party telecommunications systems, networks or operators (including, without limitation, suspension or termination of Vonage’s connections, or faults in or failures of their apparatus or network), in the jurisdictions in which it operates.
d. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE SERVICES AND VONAGE CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY (E.G., AS TO LATENCY AND THROUGHPUT) AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. VONAGE, AND VONAGE’S SUPPLIERS, PARTNERS AND LICENSORS, AND EACH OF VONAGE’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OTHER PERSONNEL AND AGENTS, DO NOT WARRANT (AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SITE OR THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY CONTENT OR SOFTWARE AVAILABLE ON OR THROUGH THE SITE OR THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE CONTENT ON THE SITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, APPROPRIATE, COMPLIANT, OR COMPLETE, OR (V) THE RESULTS OF USING THE SITE OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. VONAGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SITE OR THE SERVICES, AND EXCEPT AS REQUIRED BY APPLICABLE LAW OR PERMITTED BY THIS AGREEMENT VONAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES.
e. Reservation of Rights. Vonage may, but is not obligated, to monitor and audit Customer’s use of the Services for any reason or no reason, without notice, to ensure Customer’s compliance with this Agreement. Vonage may, but is not obligated to, in each case only in accordance with applicable law and regulations, reject, refuse to transmit or post, block, or remove any including Application Content, or to restrict, suspend or terminate Customer’s access to all or any part of the Site or the Services at any time, if Customer or any End User has violated this Agreement, applicable law or regulation. If Vonage suspends, removes or otherwise restricts Application Content due to the foregoing reasons, Customer, End Users and any other affected individuals or entities may contact Vonage regarding that decision at support@api.vonage.com. Vonage may investigate any actual, potential, or alleged breach of this Agreement and any actual, potential or alleged misuse of the Site or the Services, including to flag or request removal or non-transmission of potentially illegal or prohibited content in response to notifications received from competent authorities or End Users. Vonage may notify competent authorities or appropriate third parties (as permitted by applicable law and regulations) of any activity or content that violates or may violate applicable laws, and to cooperate with such authorities or third parties in any subsequent investigations, including by disclosing details, copies of or access to Application Content and other information relating to Customer and/or End Users as required by applicable law or regulation. Vonage may also, in each case only in accordance with applicable law and regulations, access, read, preserve, and disclose any information that Vonage reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental or agency request; (ii) enforce this Agreement, including investigation of potential Agreement violations; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property, or safety of Vonage, its customers, its customers’ end users, and/or the public. Customer will immediately provide Vonage with any information including but not limited to English language police reports and Internet Crime Complaint Center reports, no later than twenty-four (24) hours once Vonage reasonably requests to investigate and resolve problems relating to Customer’s Account.
f. No Emergency Services. Vonage’s Services are not intended for and may not be used (i) in connection with 911, E911, or other emergency, public safety or similar services (“Emergency Services”); or (ii) as a replacement for any primary phone services (e.g., landline or mobile phones) used to contact Emergency Services. Customer acknowledges that Vonage and Vonage’s suppliers have no responsibility to connect any 911 calls to any Public Safety Answering Point.
g. Beta Services. Certain Services may be designated or offered as a “beta” version (“Beta Version”) of a Service, which may or may not be released as a full commercial service in the future. Customer is not required to use any Beta Version and does so at its sole risk. Except as otherwise indicated under separate terms and conditions that may apply to such Beta Version, Vonage will not charge for such Beta Version, but may charge for subsequent versions of the Beta Version, including any potential commercial releases. Customer acknowledges and agrees that the Beta Version may contain, in Vonage’s sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Beta Version. Vonage may choose not to release later commercial release versions of the Beta Version. Without limiting any disclaimer of warranty or other limitation stated in this Agreement (or any separate terms and conditions that would otherwise be applicable to such Beta Versions), Customer agrees that Beta Versions are not considered by Vonage to be suitable for commercial use, and that may contain errors affecting their proper operation. CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF ANY BETA VERSION MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT CUSTOMER’S USE OF ANY SERVICES. DESPITE ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VONAGE SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM CUSTOMER’S USE OF ANY BETA VERSION. The fact and existence of any Beta Version will be deemed to be Vonage Confidential Information under this Agreement. The Support Policy does not apply to Beta Versions.
10. Suspensions and Terminations.
a. Termination for Convenience. Customer may terminate its use of the Services any time for any reason, and may close its Account (in which case this Agreement will automatically terminate) by following the instructions on the Site or by contacting Vonage at support@api.vonage.com. Vonage may terminate this Agreement as a whole by providing 60 days’ advance notice to Customer.
b. Suspension of Services; Termination for Cause. Vonage may suspend (for a reasonable period of time) Customer’s right to use and to permit End Users to use the Services or terminate this Agreement in its entirety (and, accordingly, Customer’s right to use and to permit End Users to use the Services), for cause immediately upon the provision of notice to Customer: (i) if Customer is in breach of this Agreement and such breach is either uncurable or Customer has failed to cure such breach within 30 days after notice of breach; (ii) if Customer or any End User has violated or Vonage has reason to believe Customer or any End User has violated or has encouraged others to violate any provision of the AUP; (iii) if there is a third-party intellectual property claim against Vonage in relation to any Services; (iv) in order to prevent damages if Vonage reasonably believes that Customer’s use of the Service could (A) pose a security risk to the Service, (B) adversely impact Vonage’s or its third-party provider’s systems or the Services, or (C) be fraudulent; (iv) Vonage’s access to a third-party provider’s software or other technology that is required to support the Service is suspended and/or terminated; (v) upon Customer’s liquidation, commencement of dissolution proceedings, disposal of Customer’s assets, failure to continue Customer’s business in the ordinary course, assignment for the benefit of creditors, or if Customer becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding; (vi) if Customer is in default of any payment obligation with respect to any of the Services or if any payment mechanism Customer has provided to Vonage is invalid or charges are refused for such payment mechanism (and Customer does not resolve such issue within 15 days’ of notice from Vonage); or (vii) if Vonage is instructed or requested to do so by a government or regulatory authority or is otherwise required to do so in order to comply with applicable law or regulation.
c. Effect of Suspension. Upon Vonage’s suspension of Customer’s use of or access to any Services, in whole or in part, for any reason: (i) applicable charges and fees will continue to accrue for any Services that are still in use by Customer, despite the suspension; (ii) Customer remains liable for all applicable fees, charges and any other obligations Customer has (or Customer’s Account has) incurred through the date of suspension with respect to the Services; and (iii) all of Customer’s rights with respect to the Services will be terminated during the period of the suspension.
d. Effect of Termination and Survival. Upon termination of this Agreement, for any reason: (i) Customer remains liable for all applicable fees, charges and any other obligations accrued and owed by Customer through the effective date of such termination; (ii) except as expressly set forth in this Agreement, all of Customer’s rights and licenses under this Agreement will immediately terminate and Customer will cease (and will ensure that all End Users cease) using the Services; and (iii) any balance on Customer’s Account remaining after termination of this Agreement will be repaid to Customer within 20 business days following termination. All amounts accrued or owed to Vonage in connection with this Agreement, and Sections 3; 5-8; 9d-e; 10d; and 11-15, will survive any termination of this Agreement (in addition to any other provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement). Following any suspension or termination of this Agreement for convenience under Section 10a, Customer may request any post-termination assistance that Vonage may elect to make generally available to its customers from time to time with respect to the Services (such as data retrieval arrangements), subject to and conditioned upon Customer’s advance payment of applicable charges and fees and acceptance of all terms and conditions that Vonage specifies in writing with respect thereto. For the avoidance of doubt, references to termination of this Agreement (or similar) as referred to in this Section 10 will be deemed to mean this Agreement in so far as it relates to the Services, and any use of the Site by or on behalf of Customer following such termination will continue to be subject to the relevant terms of this Agreement.
11. Limitation of Liability.
a. LIABILITY NOT EXCLUDED. NOTHING IN THIS AGREEMENT LIMITS THE LIABILITY OF EITHER PARTY FOR: (I) FRAUD, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (III) VIOLATION OF THE ACCEPTABLE USE POLICY, (IV) CUSTOMER’S PAYMENT OBLIGATIONS FOR THE SERVICES OR (V) ANY OTHER LIABILITY TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
b. GENERAL EXCLUSIONS. SUBJECT TO SECTION 11A, NEITHER PARTY NOR THEIR AFFILIATES, PARTNERS, SUPPLIERS, LICENSORS, OR CONTENT PROVIDERS, WILL BE LIABLE UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (II) LOST PROFITS, GOODWILL, REVENUE, OPPORTUNITIES OR CUSTOMERS; (III) ANY SERVICE CREDITS, OUTAGE PENALTIES OR OTHER SIMILAR PAYMENTS PAYABLE BY CUSTOMER TO ANY OTHER PARTY; (IV) ANY LOSS OF OR DAMAGE OR DESTRUCTION TO DATA; (V) ANY INTERRUPTION OF BUSINESS; (VI) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS, OR SERVICES; OR (V) USE OF OR INABILITY TO USE THE SERVICES IN CONNECTION WITH EMERGENCY SERVICES.
c. GENERAL LIABILITY CAP. SUBJECT TO SECTION 11A, THE AGGREGATE LIABILITY OF EITHER PARTY OR THEIR AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO VONAGE UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 6 MONTHS BEFORE THE LIABILITY AROSE.
12. Governing Law and Venue.
This Agreement is governed by and construed in accordance with the laws of the jurisdiction of the contracting entity identified in Schedule 1, without reference to its principles of conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Without limiting the preceding language, Customer will submit, for purposes of this Agreement, to the jurisdiction and venue of the contracting entity identified in Schedule 1. CUSTOMER AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES OR VONAGE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
13. Dispute Resolution and Arbitration.
a. Dispute Resolution. Except for claims for injunctive or other equitable relief (as addressed under Section 13(f)) in the event either Party has any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement against the other Party that is not resolved within the normal course of business (hereinafter, a “Dispute”), a Dispute notice shall be sent via email or certified letter to the address as set out in Section 14 with the subject ATTN: Dispute Notice. The Dispute notice shall include a brief description of the Dispute, and the requested resolution. In the event of a Dispute, the Parties agree to first attempt to resolve the Dispute, without formal proceedings, through an initial telephone conference call or a web meeting, held between the relationship owners of both Parties. If, within thirty calendar days, the relationship owners have been unable to resolve the Dispute, then it shall be referred to a level within each organization that is Vice-President or above, with each such person having the authority by the Party to resolve such Dispute.
b. Binding Arbitration. If a Dispute is not resolved by following the entire Dispute process in Section 13(a) within 30 days of the Vice-President or above meeting, or one Party has attempted to resolve the matter through the Dispute process and the other Party has not cooperated in following the process, then the Parties agree to submit the Dispute to binding arbitration, except that either Party may elect to proceed to small claims court if the claims qualify. The arbitration notice must describe the nature and basis of the Dispute and set forth the specific relief sought. The Dispute shall be determined by arbitration in the English language before one single arbitrator located in Manhattan, New York when the Customer is located in the Americas, London, England when the Customer is located in Europe, the Middle East or Africa, and Singapore when the Customer is located in the Asia Pacific or China region. The arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.
c. Location and Procedure. This Agreement to arbitrate is intended to be given the broadest possible meaning under applicable law. The initiation of an arbitration dispute shall not otherwise prevent Vonage or Customer from terminating Services in accordance with the Agreement. The amount of any settlement offer made by Customer or Vonage prior to arbitration shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Vonage is entitled. Notwithstanding any provision of applicable law, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. Except as may otherwise be expressly permitted in the Agreement, the arbitrator may not award special, indirect, punitive, incidental or consequential damages. Each Party shall bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs. The award of the arbitrators shall be accompanied by a reasoned opinion.
d. Batch Arbitration. To increase the efficiency of administration and resolution of any such Mass Filing, the Parties also agree that in the event that there are one hundred (100) or more individual arbitrations of a substantially similar nature filed against a Party by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period AAA shall (1) administer the arbitration demands in batches of 100 claims per batch (plus, to the extent there are less than 100 claims left over after the batching described above, a final batch consisting of the remaining claims); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). To the extent the parties disagree on any issue arising out of relating to the Batch Arbitration, the disagreeing party shall advise AAA, and AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Procedural Arbitrator”). The Procedural Arbitrator’s fees shall be paid by Vonage. This provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. All parties agree that arbitrations are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.
e. Jury Trial and Class Action Waiver. Subject to applicable law, each Party waives its right to a trial by jury for claims subject to arbitration hereunder. The arbitrator may award relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim.
f. Equitable Relief. Notwithstanding the foregoing, each Party shall be entitled to enforce its Intellectual Property Rights and confidentiality rights with injunctions and seek other equitable relief in any court of competent jurisdiction at any time.
g. Claims for Fees. Notwithstanding anything to the contrary set forth in the foregoing Section 13, Vonage shall be entitled, at its option, to enforce its claims for fees owed and unpaid in any court of competent jurisdiction at any time and, in such case, shall be entitled to receive its attorneys’ fees and costs to do so.
14. Miscellaneous.
a. Entire Agreement; Headings. This Agreement constitutes the entire agreement between Customer and Vonage with respect to its subject matter and supersedes all prior or contemporaneous communications and proposals (whether oral or written (including electronic)) between Customer and Vonage with respect thereto. Each Party acknowledges that it is not relying on, and will have no remedies in respect of, any undertakings, representations, warranties, promises or assurances (whether made innocently or negligently) that are not set forth in this Agreement. The Section and paragraph headings in this Agreement are for convenience of reference only and will not affect their interpretation. No oral or written information or advice given by Vonage or its employees and other representatives will create any obligations or warranty on behalf of Vonage unless otherwise agreed in a writing signed by an authorized Vonage representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date of this Agreement, will have no force or effect. If the Parties have executed versions of this Agreement drafted in more than one language, the English language version will govern and prevail.
b. Modifications to Agreement. Vonage may modify this Agreement (including any Policies) at any time by posting a revised version at https://www.vonage.com/legal/#apis or by otherwise notifying Customer in accordance with Section 14e (Notices). Vonage will provide you with notice of any material updates to the Agreement at least 30 days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from telecommunications providers. Notices for material updates to the terms of this Agreement will be given in accordance with Section 14(e) (Notices). By continuing to use the Services after the effective date of any modifications to this Agreement, Customer agrees to be bound by the modified terms. It is Customer’s responsibility to check https://www.vonage.com/legal/#apis regularly for modifications to this Agreement. Vonage last modified this Agreement on the date listed at the beginning of this Agreement, which shall be deemed the effective date of such version.
c. Severability. If any provision of this Agreement, or any part of such provision, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that this Agreement will otherwise remain in full force and effect and enforceable.
d. Force Majeure. Neither Party is liable for any failure of performance (other than for delay or performance) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic or communications failures or degradation. Either Party’s invocation of this Section 14d will not relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided in this Agreement.
e. Notices. Customer authorizes Vonage to send notices to Customer relating to this Agreement (e.g., Service updates, notices of breach and/or suspension) via email to the email address Customer provides to Vonage in Customer’s Account, in addition to the other means and methods set forth in this Agreement. It is Customer’s responsibility to keep Customer’s email address current, and Customer will be deemed to have received any email sent to the last known email address Vonage has on record for Customer. Notices provided to Vonage under this Agreement must be sent to the attention of Customer’s account manager, with a copy sent to the following address with respect to any legal matters, at:
Vonage Business Inc.
251 Little Falls Drive
Wilmington,
Delaware 19808
USA
Attn: Legal Department
legaldept@vonage.com
Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing (including in electronic form) and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email (except in the case of notices sent by Vonage to Customer by email, which will be effective upon Vonage’s sending of the email); or the day after it is sent, if sent via next day delivery by recognized overnight delivery service.
f. Relationship of the Parties. The relationship of the Parties is not be that of partners, agents, or joint venturers for one another, and nothing contained in this Agreement will be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Vonage and Customer are independent Parties and will discharge their contractual obligations at their own risk subject to the terms of this Agreement.
g. Assignment. This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Customer cannot assign, sub-license, create a charge over or otherwise transfer any of its rights and obligations under this Agreement without Vonage’s prior written consent. Vonage may assign or transfer this Agreement without consent to a successor to all or substantially all of its business or assets to which this Agreement relates.
h. Third Parties. Except as set out otherwise in this Agreement or Supplemental Terms, no third party will have the right to enforce any provision of this Agreement as a third party beneficiary, including pursuant to the Contracts (Rights of Third Parties) Act 1999 or any similar or equivalent law applicable in other jurisdictions.
i. Trade Compliance. By using the Services, Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions or similar restrictions issued by any applicable governmental entity; and (ii) Customer, its Affiliates, and its End Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws or the like. Customer also will not use the Site or Services for any purpose prohibited by applicable law or regulation, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Customer may not use, export, re-export, import, or transfer any technology or data related to the Services except as authorized by both this Agreement and all applicable law, rules and regulations.
j. Anti-Bribery. Customer represents and warrants that neither its employees, agents or representatives have received from or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value by Vonage, its employees, agents or representatives in connection with this Agreement. If Customer learns of any violation of the above restriction, it will promptly notify Vonage in accordance with the provisions of Section 14.e. (Notices). Vonage warrants that it will comply with all applicable laws relating to anti-bribery and will not engage in any activity, practice or conduct which would constitute an offence under applicable laws.
k. Government Terms
i. If Customer (or its End Users) is an agency, department or other entity of any government, then any use, modification, duplication, reproduction, release, performance, display, transfer or disclosure of the Services and accompanying documentation will be governed solely by this Agreement. Any other use is prohibited and no other rights are granted.
ii. US Government Rights Notice. This Agreement for the Services is solely between you and Vonage and does not constitute a service under a government contract or an obligation to you as a U.S. Government employee, consultant or contractor. The U.S. Government and its employees use services provided by Vonage under separate agreement(s) (“government contract”), which defines the services as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally similar to Vonage’s Services. The defined categories are contained in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. However, this Agreement is not part of a U.S. Government contract, so that U.S. Government rights under such a contract are not applicable. If you are using the Services on behalf of the U.S. Government, you must immediately discontinue your use of the Services, as the terms of this Agreement may not meet the U.S. Government's requirements or may be inconsistent with respect to federal law, regulations or policy applicable to federal contracts.
15. Additional or Alternative Terms Applicable to EU Residents.
The additional terms and conditions, and deviations to the main terms and conditions in Sections 1-14 above, set out in this Section 15 apply only to Customers who reside in either the European Union, or (as indicated below) the relevant state(s) within the European Union, and despite anything else contained in this Agreement.
All EU residents
a. Customer will ensure that Vonage is able to use all Customer data (including Application Content) necessary to provide the Services.
b. Vonage will ensure that the primary characteristics of the Services remain available to Customer during the Term.
c. Despite Section 3c, Vonage will provide Customers with a reasonable period from the date of any charge, to dispute such charge.
All EU residents except residents of Germany
d. In respect of any liability of the Vonage Persons to non-German Customers who reside in the EU, the limitations and restrictions on liability set out in Section 11 apply only to the extent permitted by applicable national and EU law.
Residents of Germany only
e. For Customers who reside in Germany, and despite anything to the contrary in this Agreement, warranty rights with regards to the Services in general are governed by statutory law, but liability without fault for initial defects is excluded. Liability for fault remains unchanged. In assessing whether or not Vonage is at fault, Customer acknowledges that software cannot actually be without defects. Deficiencies can be cured at Vonage’s discretion either by rectification or replacement delivery. Customer may only terminate according to statutory law due to the failure to grant use in accordance with this Agreement if Vonage has been given sufficient opportunity to rectify the deficiency and such attempt has failed. Vonage does not warrant internet access for Customer, especially the availability or volume of internet access. Customer is solely responsible for its access to the internet until the point where Services are handed over by Vonage.
f. In respect of any liability of the Vonage Persons to German Customers, despite Section 11, the following will apply:
i. The liability of Vonage is unlimited for damages arising out of death, injury to body or health based on a breach by a legal representative or designated agent of Vonage, as well as for damages that arise from the lack of a guaranteed characteristic or in case of fraudulent intent.
ii. The liability of Vonage is unlimited for damages caused by Vonage, a legal representative, or designated agent by intent or gross negligence.
iii. In case of a slight negligent breach of a contractual core duty Vonage will, except in the cases pursuant to (i) and (iv), be liable only for the amount of the typically foreseeable damage. Contractual core duties abstractly are such duties whose accomplishment enables proper fulfilment of the contract in the first place and whose accomplishment a contractual party regularly may rely on.
iv. Liability pursuant to the German Product Liability Act remains unaffected.
v. The limitation period for claims for damages is one (1) year, except in the case of (i), (ii) and (iv) above, where the statutory statute of limitations will apply.
vi. Insofar as telecommunication services are affected, Vonage will, except in cases pursuant (i) and (iv) above, in cases of slight negligent breach of a contract only be liable for an amount that does not exceed EUR 12,500 vis-à-vis Customer and vis-à-vis all damaged parties an amount that does not exceed EUR 10,000,000 per damaging event. If, in the latter case, the compensation exceeds the said maximum amount payable to several parties due to the same event, the compensation will be reduced in proportion to the ratio between the total claims for damages and the upper limit.
Schedule 1: Contracting and Billing Entities
Country/Region Of Customer Contracting Entity
(Unified API Environment Customer) Billing Entity
(Unified API Environment Customer) Contracting Entity
(OpenTok Environment Customers) Billing Entity
(OpenTok Environment Customers) Governing Law Jurisdiction Arbitration
US & Americas Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Delaware State and federal courts of Delaware
JAMS
New York, New York
Austria
Belgium
Bulgaria
Croatia
Cyprus
Czech Republic
Denmark
Estonia
Finland
France Germany
Greece
Hungary
Ireland
Italy
Latvia
Lithuania
Luxembourg
Malta
Netherlands
Poland
Portugal
Romania
Slovakia
Slovenia
Spain
Sweden
Switzerland
Iceland
Lichtenstein
Norway
Vonage B.V. Vonage B.V. Vonage B.V. Vonage Business Inc. (billing agent) Dutch Courts of Amsterdam, The Netherlands
JAMS
London, England and Wales
United Kingdom & EMEA
(non-EU/EEA/Swiss) Vonage Business Limited Vonage Business Limited Vonage Business Limited Vonage Business Inc. (billing agent) England and Wales Courts of London, England and Wales
JAMS
London, England and Wales
Brazil Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Brazil State and federal courts of São Paulo, State of São Paulo, Brazil
JAMS
New York, New York
Indonesia Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Indonesia District courts of Jakarta
BANI
Jakarta, Indonesia
Singapore Nexmo Pte. Ltd. Nexmo Pte. Ltd. Vonage Business Inc. Vonage Business Inc. Singapore Courts of Singapore
SIAC
Singapore
All Other Jurisdictions Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Vonage Business Inc. Delaware State and federal courts of Delaware
JAMS
New York, New York
Definitions
In the context of this Schedule 1 of the Terms of Use, the following terms are defined as:
1. “Unified API Environment" means the customer’s use of Vonage API Developer Portal to integrate sms, voice, video and two-factor authentication into customers applications with Vonage communication APIs. Unified API Environment Customers access their account via “http://developer.vonage.com/”.
2. “OpenTok Environment” means customer’s use of Vonage Video API Developer Center to embed real-time, high-quality interactive video, messaging, screen-sharing, and more into web and mobile apps. OpenTok Environment Customers access their account via “tokbox.com/developer/.”
Schedule 2: Contact Details
Vonage B.V.
Established in The Netherlands, with company registration no.: 814599941 and VAT no: NL 814599941B2
Registered Address: Basisweg 10, 1043 AP, Amsterdam, the Netherlands
Phone: +31 20 521 4777
Email: legaldept@vonage.com
Vonage Business Inc.
Established in Delaware, with company registration no.: 4437638 and VAT no: 77-0704688
Registered Address: Bell Works 101 Crawfords Corner Road, Suite 2416, 4th Floor, Building #2 Holmdel, NJ 07733, United States
Phone: +1 800 927 9801 Ext 62049
Email: legaldept@vonage.com
Vonage Business Limited
Established in the United Kingdom, with company registration no.: 03602868 and VAT no: GB719334626
Registered Address: Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, London E14 5HU, United Kingdom
Phone: +44 207 513 2330
Email: legaldept@vonage.com
Nexmo Pte. Ltd.
Established in Singapore, with company registration no.: 201602130K and VAT no: Not applicable
Registered Address: c/o CSCGFM Corporate Services (Singapore) Pte Ltd., 30 Raffles Place, #23-01, 048622, Singapore
Phone: +65 3157 0239
Email: legaldept@vonage.com
Wed Nov 11 2026 21:49:38 GMT+0000 (Coordinated Universal Time)