Terms of use

YUPEEPHONE VOIP SERVICE

Thank you for selecting YupeePhone as your Voice-Over-Internet Protocol (“VOIP”) service provider. It is very important that You carefully review and understand this Agreement. By indicating your acceptance on the sign-up page, You represent that You are of legal age and agree to be bound by the rates, terms and conditions of this Service and this Agreement. If You have questions, please call Us at 1-800-518-1149 or send e-mail to support@yupeephone.com.

This Agreement is between Yupee Phone LLC (d/b/a “YupeePhone”), a Michigan limited liability company (“We”, “Us”, “Our” or “YupeePhone”) and the person signing below (“You”, “Subscriber”, End User, or “Customer”) for your use of the YupeePhone VOIP Services (“Service”) (“Agreement”). The term “User” means You or any other person using the Service under your account and You are responsible for your and all other Users’ use of the Services.

EMERGENCY CALLING - 911 CALLING

END USER MUST MAINTAIN AN ALTERNATE MEANS OF REQUESTING EMERGENCY SERVICES. End User acknowledges and understands that Yupee Phone LLC does NOT support traditional 911 and E911 access to emergency services. End User must maintain an alternate means of accessing traditional emergency response services. Yupee Phone LLC is a non-interconnected telecommunication company and does not route calls to emergency agencies such as 911. CUSTOMER is solely responsible to handle all of its emergency and government agency calls and route them, accordingly, to the appropriate city, state, or government agencies.

End User acknowledges and understands that the 911 Service cannot be used in conjunction with a Soft Phone or non-interconnected Virtual Numbers provided by Yupee Phone LLC (virtual numbers not associated with a DID and therefore cannot receive calls from a PSTN line). End User must separately take affirmative steps, as described in this Agreement and on our website, to use an alternate means of requesting emergency services and to avoid using the 911 service through any Phone/Adapter provided by Yupee Phone LLC.

End User shall inform any household residents, guests and other third persons who may be present at the physical location where End User utilize the Service of (i) the non-availability of traditional 911 or E911, and (ii) the important limitations of the 911 service as compared with traditional 911 or E911 Service. The documentation that accompanies each Device that End User purchases should include a sticker concerning the non-availability of traditional 911 or E911 Service (the "911 Sticker"). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker on each Device that End User use with the Service. If End User did not receive a 911 Sticker with your Device, or End User requires additional 911 Stickers, please contact our customer care department.

Alternate 911 Arrangements

End User acknowledges and understands that Yupee Phone LLC strongly encourages End User to have an alternate means of accessing traditional 911 or E911 services or terminating the Service. Yupee Phone LLC does not recommend End User to rely on a non-traditional 911 service in an emergency.

Limitation of 911/E911 service

Since Yupee Phone LLC ("YupeePhone", "YupeePhone.com") does not provide a number or the ability to receive phone calls from the Public Switched Telephone Network (PSTN) , the local emergency operator answering the call will not have your call back number or your exact location. Until you give the operator your phone number and location, he/she will not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak. For this reason, we do not provide a 911 or E911 service.

Register Your Physical Location When You first subscribe to YupeePhone’s Service You must register with YupeePhone the address of the physical location where You will be using the Service. Whether You move the YupeePhone Phone/Adapter and/or the Service to another location You are required to register the new location with Us by logging into Your account on Our Website at www.yupeephone.com and updating your Profile. Even without Yupee Phone LLC providing a 911/E911 service, You are oblidged to keep your Profile updated with your current information.

No Automated Location Identification - End User acknowledges and understands that in most service areas, it is not possible at this time to transmit to the local emergency response center the address that End User registered for 911 Service. End User will need to state the nature of your emergency promptly and clearly, including your location (and possibly your telephone number), as the operator may not have this information. Emergency personnel will not be able to find your location if the call is not completed or is not forwarded, is dropped or disconnected, if End User is unable to speak to tell the operator your location, or if the Service is not operational for any reason.

Service Outages

(a) Service Outages Due to Power Failure or Disruption. End User acknowledges and understands that 911 Service does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service will not function until power is restored. Following a power failure or disruption, End User may need to reset or reconfigure the Device prior to utilizing the Service.

(b) Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. End User acknowledges and understands that service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service from functioning.

(c) Service Outage Due to Suspension or Termination of Your Account.

End User acknowledges and understands that service outages due to suspension or termination of your account will prevent all Service from functioning.

(d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. End User acknowledges and understands that your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that End User alerts us to this situation, Yupee Phone LLC will attempt to work with End User to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Service feature, may not function. End User acknowledges that Yupee Phone LLC is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service that may result. In the event End User lose service as a result of blocking of ports or any other impediment to your usage of the Service, End User will continue to be responsible for payment of the Service charges unless and until End User terminate the Service in accordance with this Agreement.

(e) Other Service Outages. End User acknowledges and understands that if there is a Service outage for any reason, such outage will prevent all Service from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.

Network Congestion; Reduced Speed for Routing or Answering 911 Service Calls End User acknowledges and understands that there may be a greater possibility of network congestion and/or reduced speed in the routing of a call made utilizing the Service as compared to traditional Telephone Service over traditional public telephone networks.

Disclaimer of Liability and Indemnification End User acknowledges and understands that Yupee Phone LLC do not have any control over whether, or the manner in which, calls using the 911 Service are answered or addressed by any local emergency response center. Yupee Phone LLC disclaims all responsibility for the conduct of local emergency response centers and the national emergency calling center.

Neither our company, nor its officers or employees, may be held liable for any claim, damage, or loss, and End User hereby waive any and all such claims or causes of action, arising from or relating to the use of 911 Service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. End User shall defend, indemnify, and hold harmless our company and or any of our subsidiaries, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to End User in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, End User or any third party relating to the absence, failure or outage of the Service, including 911 Service, incorrectly routed 911 Service calls, and/or the inability of any user of the Service to be able to use 911 Service or access emergency service personnel.

911 Fees End User acknowledges and understands that Yupee Phone LLC charges a fee of $25.00 US Dollars for all non-emergency calls to the 911 Service. This charge is in place to help ensure that the service is not abused.

Furthermore, home alarm systems, fax machines and other devices that attach to your home computers, local telephone service, cable system or other devices may not work with the Service. You are solely responsible for testing the operation of your home alarm systems, fax machines or other devices that You attach to the Service.

SERVICE PLANS AND CONDITIONS

Use and Restrictions Residential Service Plans: The Service and the YupeePhone Phone/Adapter are provided to You solely as a single usage (user) residential plan, for your own personal, residential, non-business and non-professional use. You agree not to use, and may not use, the Service for any commercial activities. You may not resell or transfer the Service or the YupeePhone Phone/Adapter to another party without our prior written consent. Nor may You use the Service or the YupeePhone Phone/Adapter for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting. If we determine, in our sole and absolute discretion, that your use of the Service or the YupeePhone Phone/Adapter is, or at any time was, inconsistent with normal residential usage patterns as permitted under this Agreement and that you have violated this Section we may retroactively charge you $.03 per minute for all domestic calls made since the activation of your account and for International calls will retroactively billed you then current International published rates. If we determine, in our sole and absolute discretion, that you abuse the system in any way and or cause spam to YupeePhone or others we will charge you $200 for each such abuse or spam. You agree that any payment made to YupeePhone pursuant to this section is made as liquidated damages and not as a penalty, because it would be difficult if not impossible to ascertain damages.

Business Service Plans: If you have subscribed to YupeePhone Business service Plan, the Service is provided to you as a business user. You agree not to sell, resell or transfer the Service to any other person for any purpose, or make any charge for the use of the Service, without the prior written permission from YupeePhone. Nor may You use the Service for auto-dialing, continuous or extensive call forwarding, call center activities, telemarketing, call relaying, fax broadcasting or fax blasting. You agree that if YupeePhone determines in its sole discretion that you have used the Service, and/or anyone else has used the Service for any activities prohibited by this section we may charge you $85.00 administrative fee. YupeePhone, in addition to all other remedies, has the right to immediately terminate or modify your Service.

Prohibited Uses You may use the Service and the YupeePhone Phone/Adapter for lawful purposes. Any use of the Service or the YupeePhone Phone/Adapter in any way that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any other similar behavior, is expressly prohibited. You may not tamper with the Services or with the YupeePhone Phone/Adapter, nor interfere with the provision or use of the Services to or by any other person. In addition to all other remedies, We have the right to immediately terminate your Service without notice, if, in Our sole and absolute discretion, We determine that You have used the Service or the YupeePhone Phone/Adapter for an unlawful purpose or in violation of this Agreement.

Use of Service Outside the United States You may make International calls using Our Service, however using and/or initiating the YupeePhone Service or the YupeePhone Phone/Adapter in any countries other than the United States is not supported by YupeePhone. If You use the Service or the YupeePhone Phone/Adapter outside of the United States, You will be solely responsible for – and You expressly agree to indemnify, defend and hold harmless YupeePhone, its officers, employees, agents and contractors from and against any claims, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from or in connection with – violations of any foreign or local laws, policies or regulations resulting from such use. YupeePhone reserves the right to terminate your Service immediately if it determines, in its sole and absolute discretion, that You have used the Service or the YupeePhone Phone/Adapter in violation of any international law.

Number Selection YupeePhone may shall supply You with a new virtual telephone number upon your selection of a Service Plan for your use solely in connection with the Service. You may not resell the telephone number and YupeePhone conveys no right, title or interest whatsoever in the telephone number to You. This number is not such to connect you to the Public Switched Telephone Network (PSTN) and you will not be able to receive phone calls originating from the PSTN.

Conditions of Using the Service As a condition of using the Service, it is your responsibility to provide DSL, cable modem, or other broadband access connections for use with the Service. You are solely responsible for ensuring that the broadband access connection works properly and is compatible with the Service, including without limitation, making arrangements with your broadband provider to install, troubleshoot, and maintain these connections. Your payment obligations are not excused by such broadband access failures. YupeePhone’s limitations of liability and your indemnification obligations described below fully apply to any failures of Service caused by the broadband access connections or its providers.

No Resale Unless otherwise agreed in writing between You and YupeePhone, the Service is for your use only and may not be resoled or otherwise commercially distributed to any other person or entity.

Equipment Use You are solely responsible for use and safekeeping of the YupeePhone Phone/Adapter and the accessories You have received (“Equipment”) and are fully responsible for all damages thereto or theft thereof. You may not modify or alter this Equipment in any way if you are going return it to Us upon termination or cancelation of the Service, based on our Money Back Guarantee. The Equipment must be in the same condition as received, reasonable wear and tear accepted. The YupeePhone Phone/Adapter may only be used with the YupeePhone Service.

Billing and Payment To activate the Service, You must provide Us with a valid email address and a credit or debit card number from a card issuer that We accept. You must promptly advise Us if your credit/debit card account expires, is closed or cancelled or replaced, or if your billing address changes. We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which We decide to bill in arrears) to your credit/debit card, including but not limited to: (i) Service usage charges, activation fees, international usage charges, additional feature/add-on charges, YupeePhone Phone/Adapter shipping, handling and replacement fees; Service disconnection or reconnection charges if applicable; and (ii) any and all federal, state and local taxes, regulatory charges (including 911 emergency cost recovery charges) and other charges (including Universal Service Fund charges) that any competent federal, state, local, domestic, international or foreign government, court, tribunal, agency or other regulatory, judicial or administrative authority (collectively, “Regulatory Authority”) may assess at any time on the Services during your Service Plan period (“Regulatory Charges”). Your obligation to pay all usage charges and Regulatory Charges will survive the Agreement’s termination indefinitely.

Rate Schedules and Charges The amount of such usage charges and Regulatory Charges shall be published as rate schedules on Our Website at www.yupeephone.com and may change from time to time. We shall send invoices to You monthly via your email address on file with Us. We reserve the right to increase Our billing intervals if the amount You owe to Us at any time exceeds your account allowance. All Service usage charges are billed in full minute increments, rounded up to the next full minute (unless otherwise set forth in the rate schedules found on Our Website). Fractional usage charges are all rounded up to one cent (1¢) when the value is $.005 or more and down when the value is $.004 or less (unless otherwise set forth in the rate schedules found on Our Website).

Activation Fee This fee is for setting up your account and activating your Services.

Monthly Service Fee This is the basic charge associated with your Service. This fee includes the calling charges defined by your Service Plan, the features associated with your Service Plan and basic account services.

Yearly Service Fee This is the basic charge associated with your Service. This fee includes the calling charges defined by your Service Plan, the features associated with your Service Plan, and basic account services.

Usage Charges If You exceed the number of calling minutes on your Service Plan, YupeePhone will bill You for the minutes You used above your allowance. YupeePhone also bills for calls to directory assistance and to other information services.

International Usage Charges Please go to Our Website at http://www.yupeephone.com/rates.php for Our International rates.

Advanced Features Add-Ons, Premium Services – YupeePhone charges additional fees for enhanced features and services such as a Virtual Phone Number and Dedicated fax line, additional telephone line and other Add-Ons are offered on Our Website.

Regulatory Recovery Fee YupeePhone reserves the right, to the extent permitted by law, to assess a regulatory surcharge on Customer’s charges from time to time to recover Universal Service Fund (USF) fees or other Regulatory Charges that Regulatory Authorities may assess on YupeePhone or the Services.

911 Emergency Regulated Charge If Yupee Phone LLC, launches a 911/E911 service in the future, a 911 emergency cost recovery charge of $0.95 will applie to each Service line. This fee will be used to recover costs associated with developing, implementing and maintaining a nationwide E911 emergency service in compliance with FCC regulations, YupeePhone’s 911 emergency dialing and the underlying service provider’s national 911 emergency call center. State and/or local governments or third parties may assess fees on YupeePhone to pay for emergency services. To the extent permitted by law, YupeePhone may pass those fees on to You and, in such circumstances, You agree to pay same.

Other Charges You are responsible for all charges for international use and other per minute calls, as well as for calls to payphones, directory assistance, collect calls.. You agree that We will charge your credit/debit card for those calls.

Monthly Term Service that is offered on a monthly basis begins on the date that YupeePhone activates your Service and ends on the day before the same date in the following month. This Agreement automatically renews on a monthly basis unless You give Us written notice of non-renewal. You are purchasing the Service for full monthly terms, meaning that if You attempt to terminate the Service prior to the end of a monthly term, You will be responsible for the full month’s charges to the end of the then-current term. These charges include without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable. You will also be responsible for the next full month’s charges in the event that You do not provide the requisite ten (10) calendar days’ notice of termination prior to the expiration of the then-current monthly period. Expiration of the Monthly Service Plan or termination of Service will not excuse You from paying all accrued and unpaid charges due under this Agreement. Notwithstanding the foregoing, if You terminate the Service and/or We terminate your Service for any reason, outside the Money Back Guarantee period, You are NOT required to return the YupeePhone Phone/Adapter with its accessories. You may cancel the Service without charge during the first thirty (30) days in accordance with the provisions of the money back guarantee.

Cancellation should be made via e-mail to billing@yupeephone.com or by United States Postal Service, first class, certified mail, return receipt requested, postage pre-paid. Cancellations will not be honored by telephone. Any charges paid by You for any setup, shipping and handling, are non-refundable after thirty (30) days.

All YupeePhone Service Plans require charges to be pre-paid. Customer agrees to permit YupeePhone to automatically bill the credit/debit card given to Us upon Service activation on each successive anniversary date without additional Customer approval, unless Customer cancels the account in accordance with the provisions of this Agreement or requests to not renew the Services ten (10) calendar days prior to the Service Plan’s anniversary date.

YupeePhone, in addition to all other rights and remedies, may suspend or terminate delinquent accounts at its sole discretion. However, charges for any delinquent accounts shall continue to accrue unless and until the account is cancelled. YupeePhone may bill Customer an additional charge of Ten Dollars ($10) to reinstate a suspended or cancelled account. Delinquent accounts are subject to an interest charge of 1½% per month (or the highest amount permitted by law) on the outstanding balance. Termination of Service shall not relieve Customer from the obligation to pay any outstanding invoices. Customer agrees to pay YupeePhone reasonable attorneys’ fees and costs in the collection of any outstanding invoices.

YupeePhone reserves the right to change the pricing for its Services at any time by posting the changes on its Website. It is your responsibility to visit Our Website from time to time for notices of price changes. Your sole remedy, in the event You refuse to be bound by the price change, is to terminate this Agreement without liability, subject to payment of all charges due through the date of termination. Pricing changes may include, as applicable, additional charges for Regulatory Charges.

Money Back Guarantee; Limitations and Conditions Limitations and Conditions We offer a thirty (30) day money back guarantee from the date of activation of your Service. We will refund the activation fee and the monthly charge for the first month of Service. Shipping charges are non-refundable. This refund is subject to the following conditions:

* You have not exceeded 350 minutes of usage on all Plans except 100 minutes of usage on the Monthly Unlimited Plan, as applicable;
* You cancel your Service within the thirty (30) day period;
* Prior to returning the Equipment to Us, You obtain a valid return authorization number from Our Billing Department, which can be reached at billing@yupeephone.com or 1-800-518-1149;
* You return the Equipment to Us in good condition, normal wear and tear excluded, within fourteen (14) calendar days after the date of cancellation of Service; and the Equipment is returned in the original packaging with the UPC or bar code intact and is accompanied by all components. The Equipment to be returned consists of the YupeePhone Phone/Adapter, YupeePhone power adapter, YupeePhone Quick Start Guide, and the YupeePhone Network cable.

We reserve the right to discontinue this money back guarantee at any time, without prior notice.

Yearly Plan A Yearly Plan provides Services that are offered on a yearly basis and are pre-paid for the year beginning on the date that YupeePhone activates your Service and ending on the day before the same date in the following year. This Agreement automatically renews on a yearly basis unless You give Us ten (10) calendar days’ written notice of non-renewal prior to the expiration of the then current yearly period. Expiration of the Yearly Service Plan or disconnection of Service will not excuse You from paying all accrued and unpaid charges due under this Agreement.

Disputed Charges Customer shall make a separate demand in writing, with reasonable support, for any credit for erroneously billed charges or other reasonable credit to which Customer believes itself to be entitled. Customer may not withhold payment of any charges, whether disputed or not. Any disputed amounts timely paid by Customer and subsequently resolved in favor of the Customer, will be credited to Customer’s account. If Customer initiates a request for a “chargeback” with its credit/debit card company, YupeePhone may charge Customer a $25 “chargeback” fee for administrative costs associated with a “chargeback” proceeding that is resolved in favor of YupeePhone. Given this policy, YupeePhone recommends that Customer contact a representative of YupeePhone’s Billing Department (billing@yupeephone.com) before disputing any charges or requesting a “chargeback” with its credit/debit card company.

If, Our mutual good faith efforts notwithstanding, You and YupeePhone are unable to resolve any payment dispute within thirty (30) calendar days following Customer’s written notice, then the matter may be submitted by either party to dispute resolution. If Customer fails to give YupeePhone written notice of a dispute with respect to any charges, credits, application of taxes or any other amounts invoiced to it hereunder within seven (7) calendar days of the date of an invoice, such invoice will conclusively be deemed correct and binding on Customer.

Disconnection for Non Payment Customer agrees that, the arbitration provision of this Agreement notwithstanding, in the event Customer fails to pay any charges when due, YupeePhone may assign Customer’s account to a collection agency, which will have the right to bring an action for collection in court and to recover all costs (including reasonable attorneys’ fees) in bringing said action.

Limitation of Liability and Disclaimers YupeePhone shall not be liable for any damages arising out of or relating to: interoperability, access or interconnection of the Services with applications, devices (including WI-FI phones and softphones), Equipment, Services, content or networks provided by Customer, Users or third parties; Service interruptions or lost or altered messages or transmissions; or unauthorized access to or theft (including identity theft) and interception by hacking or other unlawful activities, alteration, loss, damage or destruction of Customer’s, Users’ or third parties’ applications, content, data, programs, information, network or systems.
Except as expressly provided in this Agreement, all Services are provided “as is” and YupeePhone makes no warranty, express or implied, with respect to the Services (including any Equipment) or any work performed or to be performed under this Agreement, including any and all warranties of title, of merchantability or fitness for a particular purpose or use, and all such warranties are hereby expressly disclaimed. The express warranties set forth in this Agreement (if any) constitute the only warranties made by YupeePhone with respect to this Agreement, the Services (including the Equipment) and are made in lieu of all other warranties, written or oral, statutory, express or implied.

Except where arising as a direct result of Our negligence, recklessness or willful misconduct, You hereby agree to release and discharge YupeePhone, its affiliates (together with its and their members, directors, officers, employees, agents and contractors) from any and against all actions, lawsuits, claims, damages, judgments, liabilities and expenses (including without limitation reasonable attorneys’ fees) whatsoever (collectively, “Claims”) that You may otherwise have in connection with the use (whether by You or by any other person) of the Services that are provided to You under this Agreement.

To the fullest extent permitted by law, You waive your right (and covenant not) to bring suit for said Claims against Us or any of the other persons mentioned in the previous sentence.
Notwithstanding any provision of this Agreement to the contrary, YupeePhone has no liability under this Agreement whatsoever to Customer or to any User for any special, incidental, indirect, punitive, or consequential damages, whether foreseeable or not, regardless of the form of action, whether in contract or tort (including strict liability) and such damages include without limitation economic loss or lost business or profits, damages arising from the use or performance of the Services, Equipment or Software (or from the loss of use thereof).

Nor does YupeePhone have any liability whatsoever for any damages arising directly or indirectly from any interruption of Service, or from any transmission delay, error, or loss, or from the loss, alteration, or destruction of data, files or any information to the extent any of the foregoing damages arise in any manner out of, or in connection with, this Agreement, the Services or YupeePhone’s performance or nonperformance of its obligations under this Agreement.

Termination Rights YupeePhone reserves the right to terminate the Service with You at any time. If We terminate your Service for no reason You are obligated to pay all charges due. If We cancel your Service for non-compliance with the terms of this Agreement, You will be liable to pay all charges due.

Notices Any notice or other communication required or permitted to be given hereunder must be (a) in writing, (b) effective upon receipt, and (c) delivered by one of the following means: (i) by pre-paid, overnight package delivery or courier service; and (ii) by the United States Postal Service, first class, certified mail, return receipt requested, postage pre-paid. The following also constitute receipt: (i) a party’s rejection or other refusal to accept notice, and (ii) the inability to deliver to a Party because of a changed address. Notwithstanding the foregoing sentence, notice of change of a party’s address is not to be deemed effective until ten (10) calendar days after the date of the other party’s receipt thereof. All notices given under this Agreement must be addressed as follows:

For Customer: Address specified in the sign-up page and/or in the Customer profile

For YupeePhone: P.O. Box 951, Warren MI 48092, USA.

Software Intellectual Properties YupeePhone hereby grants Customer a personal, non-transferable and non-exclusive sublicense (without the right to further sublicense) to use, in object code form, all software used in conjunction with (or imbedded in) the Service and the YupeePhone Phone/Adapter, together with all written and electronic documentation and data provided to You by YupeePhone in connection therewith (collectively, the “Software”), solely in connection with the Services or the YupeePhone Phone/Adapter (including all software, microcode embedded therein), as the case may be, and in strict accordance with applicable written and electronic documentation pertaining thereto, and with all provisions of YupeePhone’s license of said Software from its supplier/licensor.
YupeePhone (or its suppliers, as the case may be) shall retain all right, title and interest in and to all copyrights, patents, service marks, trademarks, trade names and other intellectual property rights embedded in or associated with the Software and nothing in this Agreement conveys or transfers any such rights whatsoever to Customer.

Treatment of Personal Information By signing below, You represent that You have read and understood YupeePhone’s privacy policy set forth at http://www.yupeephone.com/privacy_policy.htm and that You agree to YupeePhone’s treatment and use of your personal information as set forth therein.

Force Majuere If the performance of either party under this Agreement, or any obligation hereunder, is prevented, restricted or interfered with by reason of (i) weather or environmental disturbances (including earthquakes, floods, fires, storms, and other disturbances) or acts of God; (ii) war, revolution, civil commotion, acts of public enemies, terrorism or national emergency, blockage or embargo; (iii) acts of any domestic federal, state, or local governmental authority or any foreign governmental authority (such acts including any regulatory or administrative decisions making said performance or obligation economically or technically unfeasible); (iv) labor difficulties, including without limitation, strikes, slowdowns, picketing or boycotts; (v) failure of any third party (including any other carrier or supplier or Customer’s broadband access supplier) to provide services, facilities or equipment required for such performance or obligation (or any other act or omission by said third party); or (vi) any other circumstances beyond the reasonable control of the party affected (said events described in clauses (i) through (vi) foregoing collectively referred to as “Force Majeure Events”, the party whose performance is affected by said Force Majeure Event, upon giving prompt notice to the other party, shall be excused from such performance (excluding, however, Customer’s payment obligations to YupeePhone for any Service or other performance not directly affected by the Force Majeure Event)).

Entirety of Agreement This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes any and all prior or contemporaneous written or verbal proposals, agreements, understandings or other discussions respecting same.

No Waiver A failure by YupeePhone to enforce any provision of this Agreement is not to be deemed a waiver of any provision hereof and any such waiver must be in writing. Nor will a waiver of any provision by YupeePhone at any time be deemed a waiver of its subsequent right to enforce such provision or a waiver of any other provision of this Agreement.

Service Distinctions: You acknowledge and understand that the Service is not a traditional telephone service. Important distinctions exist between traditional telephone service and the Service offering provided by YupeePhone. Some, but not all, of these distinctions are described in this Agreement. The Service is subject to different regulatory treatment than traditional telephone service. This treatment may limit or otherwise affect your rights of redress before Federal and State telecommunications regulatory agencies or judicial forums.

Governing Law The Agreement and the relationship between You and Us are governed by the laws of the State of Michigan 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, You shall submit to the personal and exclusive jurisdiction of the courts located within the State of Michigan and waive any objection as to venue or inconvenient forum.

Mandatory Arbitration and No Jury Trial Any dispute or Claim between You, any member of your household or any guest or employee, and Us arising out of or relating to the Service or Equipment, will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Warren, Michigan. The arbitrator’s decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. All Claims shall be arbitrated individually. You shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated Claims in arbitration. This arbitration provision constitutes a waiver of any right to a jury trial and an agreement to be subject to jurisdiction in, and conduct arbitral proceedings in, Michigan.

No Joint Venture or Third Party Beneficiary Nothing in this Agreement shall be construed as creating a joint venture or partnership between the parties. Other than as set forth in this Agreement, neither party has or shall have any authority to bind, assume any obligation for, nor incur any debt on behalf of, the other party. This Agreement does not (and is not to be construed to) create a beneficial interest for or create any rights enforceable by any person (including any User) not a party hereto.

Severability Should any provision of this Agreement be held or otherwise determined by any Regulatory Authority to be invalid, unlawful, or unenforceable in any jurisdiction, that provisions to be deemed separate, distinct and independent, and is to be deemed severed and ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such severed provision in any other jurisdiction.

No Assignment Customer may not assign its rights or delegate its obligations under this Agreement to any other person without YupeePhone’s written consent, which may be withheld in Our sole discretion. This Agreement will inure to the benefit of the parties’ respective successors in interest, personal representatives, and permitted assigns.

Interpretation and Survival The parties agree and acknowledge that they have had an opportunity to review the Agreement with their respective legal counsel and, accordingly, its provisions are not to be construed against the party having drafted same. Any provision of this Agreement (including Customer’s payment obligations) that by its terms or any reasonable interpretation thereof will survive the expiration of this Agreement for the period specified (or if none specified) for the applicable statute of limitations.

Use of Terms The words “writing” or “written” mean preserved or presented in retrievable or reproducible written or electronic form. Except as provided in this Agreement, “writing” or “written” may mean electronic (including E-mail (but not voice mail) transmissions where receipt is acknowledged by return E-mail by the recipient) or hard copy, including by facsimile (with acknowledgment of receipt from the recipient’s facsimile machine) unless otherwise stated.

Publicity and Marks No public statements or announcements relating to this Agreement may be made by either party without the prior written consent of the other party. Each party agrees not to display or use, in advertising or otherwise, any of the other party’s trade names, logos, trademarks, service marks or similar identification without the other’s prior written consent, which consent may be withheld or revoked at any time.

Further Assurances From and after the date of this Agreement, Customer shall (or shall cause any of its Users to), from time to time, at the request of YupeePhone and without further consideration, do, execute and deliver, cause to be done, executed and delivered, all such further acts, things, documents and instruments (such acts including, any filings required by any Regulatory Authority) as may be reasonably requested or required by YupeePhone (at YupeePhone’s sole expense) to evidence and to give full force and effect to this Agreement.

Future Changes to this Agreement We may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on Our Website at www.yupeephone.com. Such changes will be binding upon You unless We hear from You within fifteen (15) calendardays from the date they are posted to Our Website. If We do not hear from You within that period, the changes will be deemed conclusively accepted. In the event You do not wish to be bound by the change, your sole remedy would be to terminate the Agreement without liability in accordance with the provisions hereof (including payment of any charges due through the date of termination). The Agreement as and when posted supersedes all previously agreed to electronic and written terms of Service, including without limitation, any terms included with the packaging of the Equipment.