Terms and Conditions

TERMS AND CONDITIONS FOR USE AND SALE

The terms and conditions of use shown here(hereinafter referred to as the"Terms and Conditions")set forth the terms between Schonell (hereinafter referred to as the"Company")and users(hereinafter referred to as the"User"or"Users"depending upon context)of any services or features of Schonell (hereinafter referred to as the"Service"), which is provided by the Company.

This agreement is between Schonell, extending credit (“Seller”) and the named (“Buyer”). These terms and conditions along with the terms and conditions on
Seller’s invoice and delivery ticket which are incorporated by reference (together referred to as “TERMS”) represent the entire agreement between the parties. No
other terms, including those on Buyer’s purchase order which are different, may add to, modify, supersede or otherwise alter the TERMS without express written
approval signed by an officer of the Seller. All other terms are hereby rejected.

All references in this document to “Seller” shall include each subsidiary or division of Schonell whether or not specifically identified herein.
Payment terms are generally net thirty (30) days from date of invoice. Delinquent accounts shall bear interest at one and one half percent (1 ½ ) percent per month.
If applicant is in default for non-payment, then in addition to other remedies, Buyer agrees to reimburse Seller for all cost of collections, including reasonable attorney’s fees.
If Seller believes in good faith that Buyer’s ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may
suspend services or delivery of any pending order, retrieve any delivered goods, until such payment is made or cancel any order or remaining balance thereof, and Buyer
shall remain liable to pay for any products already shipped and all non-standard products ordered by Buyer. Seller will not be held liable for liquidated or other
damages resulting from suspension or cancellation of orders. Terms are C.O.D. or Credit Card in all other cases.

Accounts over 45 Days will be placed on credit hold and remain so until brought current including Service Charges.
Orders on credit hold will be pulled from production and will only be rescheduled for shipment after release from credit hold.

All shipments will be F.O.B. shipping point unless otherwise stated on Seller’s quotation. Seller will not ship in any special manner or insure shipments against loss or damage unless requested by the Buyer in writing, and then at Buyer’s expense. Delivery dates are approximate and are not a guarantee of any particular delivery date. If shipments are postponed more than thirty (30) days due to request or fault of the Buyer, Seller will not guaranty storage. In the event Seller agrees to store, goods will be stored at Buyer’s risk and expense. Seller is very diligent in selecting the most competent and economical carrier. However, upon written request, Seller will use a carrier of Buyer’s choice. See “Shipping Notice” for shipment specifics and freight claims.

Seller shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to,
acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material
shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war acts of terrorism, delays in transportation or inability to obtain labor or materials
through regular sources. Seller’s time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option,
cancel any order or remaining part thereof without liability by giving notice of such cancellation to Buyer.

LIMITATION OF SELLER'S LIABILITY. BUYER HEREBY EXPRESSLY WAIVES ALL CLAIMS AGAINST SCHONELL, AND SCHONELL SHALL NOT BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURED WITHOUT SCHONELL WRITTEN CONSENT, EVEN THOUGH SCHONELL HAS BEEN NEGLIGENT, AND BUYER INDEMNIFIES AND HOLD SCHONELL HARMLESS FROM ANY AND ALL SUCH CLAIMS OF DAMAGE BY BUYER OF OTHERS. SCHONELL SHALL NOT INCUR ANY LIABILITY UNDER ANY CLAIM MADE BY BUYER UNDER THIS AGREEMENT OR OTHERWISE EXCEEDING THE PURCHASE PRICE OF THE PRODUCT IN RESPECT TO WHICH DAMAGE ARE CLAIMED. The Seller's liability for loss or damages on any claim is limited by the previous provisions hereof and shall in no event be more than an amount equal to the sum paid seller by buyer for the specific equipment and/or services. Seller shall not be liable for any indirect, special, secondary, incidental or consequential damages, howsoever or whenever the same may arise.

Disclaimer of Warranty

Seller warrants to Buyer that goods and services sold for use (except when used for personal purposes) hereunder will be free from defects in material and workmanship which appear within one (1) year of the date of shipment to the original buyer,
provided that buyer notifies seller in writing of the defects covered by this warranty within thirty (30) days of their first appearance.
Seller’s maximum obligation is to repair or replace goods which are proved to be defective. All warranty work is performed at factory.
This limited warranty is made only as to those components manufactured solely by the seller. Components of or accessories for equipment furnished by Seller but manufactured by other manufacturers shall carry whatever warranty, if any, such manufacturers have conveyed to Seller and which can be passed on to Buyer.
These warranties and remedies do not apply to any products or parts that have been subject to misuse (including any use in violation of Seller or the manufacturer’s instructions), and neglect (including inadequate maintenance, improper storage, incorrect installation or that have been damaged in transit).
THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND THERE ARE NO WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS SOLD EXCEPT AS SPECIFICALLY SET FORTH ABOVE. ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR ANY OTHER IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED, AND NO SUCH WARRANTIES ARE EXTENDED HEREIN. SELLER, WILL NOT, UNDER ANY CIRCUMSTANCES, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE, BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES including, but not limited to, loss of profits, revenues, loss of use or damage to any associated equipment, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of buyer's customers. LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM, OR CONCERNING ANY ASPECT OF THIS AGREEMENT OR FROM THE PRODUCTS OR SERVICES FURNISHED HEREUNDER, SHALL NOT EXCEED THE PRICE OF THE SPECIFIC PRODUCT OR SHIPMENT THAT GIVES RISE TO THE CLAIM. This warranty is void if payment in full is not made in accordance with the invoice terms. Warranty periods become effective the date of purchase.

Extended Warranty Terms & Conditions

The Contract: This Extended Warranty Service Contract (the “Contract”) is offered by us, Schonell Private Limited (“Schonell”). The words “we,” “us” and “our” refer to Schonell and “you” and “your”, the purchaser of this Contract. Your rights and obligations under this Contract become operative from the date of expiry of the manufacturer’s original warranty in relation to the product which you have purchased (the “Product”) and may continue for up to years to come, inclusive of the term of the manufacturer’s original warranty

The Coverage:
Coverage on Interphone systems are limited to any mechanical and electrical defects and applies to repairs and replacements done in Singapore while being used in Singapore.
We have the sole option to repair or replace your Interphone with like kind, quality and specifications. In the event that it is more economical to replace the system instead of repairing it, the original system shall be replaced (subject to the limits set out in the relevant warranty plan) with a similar product. Due to advances in technology, the replacement product may be of lower retail value than the original Product. If the original Product is replaced, this Contract will cease from the replacement date. Any repair and/or service by unauthorized repairer will render this Contract to be null and void. Any failure to follow the manufacturer’s instructions on installation, operation or maintenance will render this Contract to be null and void.

Liability: Coverage will not, under any circumstances, extend to any loss or injury to a person or loss or damage to property or any incidental, contingent, special or any direct or indirect loss and consequential damages including but not limited to losses incurred due to any delay in rendering service related to this Contract and loss of use during the period that your system is at an authorized repairer and/or while awaiting for replacement parts to arrive.

Exclusions from Coverage
1. At the time of purchasing the Contract, you were aware of an issue that would give rise to you making a claim under this Contract.
2. Normal wear and tear, sweating, corrosion, rusting or stains.
3. General Maintenance
4. Warranty does not cover accessories and infrastructure works external to the Product.
7. Cosmetic Damage to outer surface/finishing including but not limited to cracks, dents or scratches on exterior casing, levers, control knobs and other attachments.
8. Damage to the Product due to improper use or operation.
9. Any defects that are subject to the manufacturer’s recall.
10. Defects and on-site service charges not covered under the manufacturer's original written warranty, unless otherwise stated as covered above.
11. Call out charges where the authorized repair agent is unable to find a fault in the Product.
12. Any claims whereby, a failure to follow the manufacturer’s recommended routine maintenance, inspection, cleaning, external adjustments, installation, operation or any other instructions to the customer has been determined.
13. Non-operating and cosmetic items, paint, color, or Product finish; accessories used in or with the Product; external cables and cords; glass and lens; add-on options incorporated.
14. Unauthorized modifications made to the system, such as altered serial numbers or repairs performed by a non-authorized repairer.
15. Screen burn caused by channel logos or other static images.
16. External faults such as wiring, electrical connection or cabling, fitting, realigning, mounting, and consequential loss of any kind.
17. Repairs necessitated by improper maintenance, accidental, intentional physical damage, damage by sand or water.
18. Burglary, theft, normal wear and tear, scratching, chewing, spilled liquids, corrosion, animal and insect infestation, fungi, wet or dry rot, or bacteria, misuse, neglect and abuse.
19. Failure caused by a voltage converter and /or applying incorrect voltage to the Product.
20. Any diagnosis where no defect has been found or noted.
21. Shipping charges, express service charges, transportation damage, removal, installation or reinstallation of the Product.
22. Any loss or damage to the Product resulting from an act of God including but not limited to natural disaster, fire, flood, war, invasion, act of foreign enemy, hostilities or warlike operations, civil war, civil commotion.
23. Physical damage by foreign objects.
24. Equipment damage due to power surges.
This Contract shall immediately cease and become void if the Product is found to have been tampered, modified, the serial number defaced or removed or repaired by an unauthorized repairer.

Contract Termination:
This Contract will terminate automatically: (i) upon expiry of the term of this Contract, (ii) upon replacement of the Product if beyond economical repair or (iii) upon written notification of termination of this Contract within 30 days of original purchase of this Contract, whichever is the earlier.

General:
This Contract is not an insurance policy or guarantee; it is a service contract.
This Contract is not a guarantee or promise relating to the nature of the material, workmanship or performance of your Product covered by this Contract.

Terms of Schonell's Services: Updated as of 1/11/2019

IMPORTANT — READ CAREFULLY
These Terms of Service for Schonell (this “Agreement”) is a legal agreement between you (either an individual or an entity that you are representing, hereinafter “you”) and Schonell and its suppliers and licensors (collectively “Schonell”) for Services (“Services”). Your use of the Services constitutes your agreement to the terms of this Agreement and you acknowledge that Schonell would not agree to provide the Services without that assent. The Services include new products, product changes, upgrades, support and other services. You may only receive the Services if you are a Service subscriber in good standing with a valid, authorized payment method on file with Schonell. You understand that you must obtain your own Internet connection in order to use the Services. We do not control your Internet access or the quality of your Internet connection. WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY PRODUCTS OR SERVICES, OR FOR PROBLEMS IN THE SERVICES CAUSED BY YOUR INTERNET CONNECTION OR THIRD PARTY PRODUCTS OR SERVICES NOR WILL WE CONTACT ANY OF THESE PROVIDERS ON YOUR BEHALF.
Schonell may modify these Terms of Service without notice and such modifications shall be deemed effective immediately upon posting of the modified Terms of Service. You agree to review these Terms of Service periodically to be aware of such modifications and your continued access or use of Service constitutes your acceptance to be bound by the revised Terms of Service.

1. PAYMENT & SERVICES.1.1 Automatic Monthly Billing. SIP Trunking plans, DID telephone numbers, and certain hosted dedicated and virtual PBX services are provided on a monthly basis, with an automatic monthly renewal unless you cancel your service online in accordance with Section 2 below. You agree to pay Schonell the recurring monthly service charges, set-up charges and usage charges, if applicable, for your use of the Services plus any applicable taxes as set forth in Section 1.5 below.
1.2 Usage Based Fees. You have the option of selecting a per-minute trunk billing option for your calling plan. Calls under this plan are billed in real-time with the computed balance decremented from the prepaid trunking balance after each call is completed.
1.3 Payment Processing. You agree to provide us with a valid email address and a valid payment method. You must advise us immediately if your email address changes and/or payment method changes or expires. Failure to comply may result in the immediate termination of Services. You authorize Schonell to automatically bill the credit card or bank account you provided, until you cancel the Services in accordance with the requirements of Section 2 below. You agree that Schonell may receive updated information about your account from the financial institution issuing your credit card.
1.4 Fee Payments & Late Charges. Except for usage based fees, all fees are due in advance on the first day of each billing period. All usage based charges and those calls that are billed on a per-minute rate plan, are due and payable in real-time out of your prepaid account balance immediately after the conclusion of each telephone call. Failure to pay in full will result in immediate account suspension and Schonell shall have no liability for such suspension under any circumstances. Accounts will be reactivated, at Schonell's sole discretion, only when the account balance is paid in full. Schonell may modify the Service fees at any time, but will provide at least thirty (30) days advance notice by email or by publishing the new Service fees on the Schonell website. During any period of suspension for non-payment, Services will be unavailable to you until the account balance is paid in full.
1.5 Taxes. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes (computed automatically by Schonell and inserted in a line-item fashion on your bill) shall be and paid by you and will be added to any amounts otherwise charged for service to you unless you provide Schonell with an appropriate exemption certificate.
1.6 Invoice Discrepancies & Currency Conversion. All invoices are available for viewing and downloading online via the Schonell user portal only. You agree to notify Schonell about any billing problems or discrepancies within 30 days after they first appear on your account statement. If you do not bring them to Schonell's attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies. All transactions are charged in S.G.D dollars (SGD). Please remember that orders placed with us will be converted from SGD to your currency by your credit card company when they process the transaction. Schonell cannot be held responsible for any adverse currency fluctuations.
1.7 Release of Numbers. You acknowledge that in the event of any account termination or cancellation, all telephone numbers associated with your account are released and may not be available to you upon your reactivation. Similarly, the cancellation of individual services which have associated telephone numbers will result in the release of such numbers. You acknowledge that it is your responsibility to work with a third party provider to port out those numbers prior to your termination or cancellation of your account or termination of services.
1.8 Security of Customer Premise Equipment Customer is responsible to secure all credentials used to access the Services, including credentials used by telephones or softphones and credentials used by end users or administrators to access the Schonells user interface. Customer acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject the Customer to a higher level of risk for fraudulent activity, as will use of the Services using a network that has not been secured using best practice measures. Customer acknowledges that Customer bears the risk of loss arising from any unauthorized or fraudulent usage of the Services. Schonell may, but shall not required, to take action to prevent or terminate any fraud or abuse in connection with the Services.
1.9 Notices from Schonell. Schonell may provide you notice under this Agreement either by written document, email, voice mail or by publishing the information on the Schonell website.

2. CANCELLATION OF SERVICES. You may cancel the Services at any time by notifying us in writing or email. FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS ONLINE PROCESS WILL RESULT IN ONGOING SERVICE FEES. You acknowledge that the cancellation will be effective immediately upon submitting the cancellation request via the online user portal. Schonell will provide you with email confirmation of both your request to cancel Services and the actual cancellation of Services. If you do not receive a confirmation of your request to cancel after submitting the form or if you do not receive a confirmation of Service cancellation, you must notify Schonell by sending an email to [email protected] or contacting Schonell Customer Care. You will not receive any refund or partial refund or any credits for any charges already billed to your account. If you have a remaining balance in your prepaid trunking account, it will be refunded to your method of payment currently on file. In the event you signed up for a minimum commitment period, you will be responsible for all charges for the entire minimum commitment period, all such fees will immediately accelerate and you authorize Schonell to immediately bill all these fees to your payment method. You understand and agree that cancellation of your subscription is your sole right and remedy with respect to any dispute with Schonell. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Schonell`s enforcement or application of this Agreement; (2) any policy or practice of Schonell, including any Schonell Privacy Policy, or Schonell`s enforcement or application of these policies; (3) the amount or type of fees, applicable taxes, billing methods, or any change to the fees, applicable taxes, or billing methods.

3. SCHONELL RIGHT TO TERMINATE OR MODIFY SERVICES. Schonell may modify the terms of this Agreement or the Services, including but not limited to the price, content or nature of the Services, upon notice to you. Your continued use of the Services constitutes your agreement to those modified terms of this Agreement and you acknowledge that Schonell would not agree to provide the Services without that assent. In the event Schonell modifies the Agreement or the Services, you may terminate the Services as provided in Section 2, above. Schonell may terminate this Agreement and any Services at any time upon notice to you, provided that in the event you have not violated any term of this Agreement, you will be entitled to receive the Services for any period for which you have already paid, or a pro-rata refund at Schonell`s sole discretion. This Agreement will automatically terminate if you fail to comply with any term. No refund will be provided in the event that you have violated any term of this Agreement. No notice shall be required from Schonell to effect such termination. Upon any termination of this Agreement (whether by you or Schonell), you shall immediately discontinue use of the Services. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement. In the event that Schonell terminates this Agreement, the Services, or any ancillary Services, all of your data, including all recordings, will be deleted on or after the data that Schonell cancels such services, without further notice to you.

4. SERVICE USE RESTRICTIONS.4.1 Compliance with Laws.
You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights and restrictions concerning call recording, call monitoring, call interception and/or direct marketing or telemarketing. Schonell may provide you with guidelines regarding compliance with applicable regulation(s); however, you are solely responsible for ensuring that your use of the Services is in compliance with such regulations. You may only use the Services for your own use. You may not use the Services in any way to provide, or as part of, any commercial service or application or in any way interfere with the users, services or equipment of the network. You may not attempt to, in conjunction with any device, software program or service, circumvent technological measures employed to control access to the Service. In addition to any other remedies available in equity or law to Schonell, failure to comply with any of the terms and conditions in this Section 4 (Service Use Restrictions) shall result in immediate termination of the Services.
4.2 Fair Use.
While most reasonable uses of our Services in connection with the terms of this Agreement are permitted by Schonell, there are certain uses that cause extreme network capacity issues and interference with the network. Any use of the Services or any other action that causes a disruption in the network integrity of Schonell S services or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services. Examples of such prohibited uses include, but are not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, constant dialing, iterative dialing, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with small business usage. You agree that you will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the Services. You agree and represent that you are purchasing the Services and/or the equipment for your own internal use only, and shall not resell, transfer or make a charge for the Services or the equipment without the advance express written permission of Schonell.

5. PERSONAL INFORMATION AND PRIVACY. Schonell utilizes the public Internet and third party networks to provide voice and data services. Accordingly, Schonell cannot guarantee the security of your voice and data communications. Schonell is committed to respecting your privacy. If you choose to provide personal information, it will only be used in the context of your relationship with Schonell. Schonell will not sell, rent, or lease your personal information to others. Unless required by law, subpoena, court order, warrant or other valid government request, Schonell will only share the personal information you provide with other Schonell entities and/or business partners that are acting on Schonell's behalf to perform the activities described herein and in accordance with the Schonell Privacy Policy, located at https://www.schonell.co/privacy-policy.html. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Schonell may disclose personally identifiable information.

6. E-MAIL NOTIFICATION.To let you know what new Services are available from time to time, Schonell may send you emails describing the latest Services, how to access the Services and changes to the Services. You agree that as a Service subscriber, Schonell may send you such emails to the addresses you provide. Because these emails are necessary for you to receive the Services, you will receive these emails even if you have opted out of receiving other email from Schonell. If you do not want to receive these emails, you may cancel the Service at any time as provided in this Agreement.

7. DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY.THE SERVICES ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCHONELL FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCHONELL OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES EVEN IF SCHONELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SCHONELL RELATED TO THIS AGREEMENT OR THE SERVICES/CONTENT SHALL BE CANCELLATION OF THE SERVICES. IN THE EVENT A COURT AWARDS DIRECT DAMAGES DESPITE THE FOREGOING, SUCH DAMAGES SHALL NOT EXCEED THE LESSER OF $250.00 OR THE AMOUNT YOU PAID TO SCHONELL WITHIN THE LAST SIX MONTHS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SCHONELL DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH SCHONELL.

8. INDEMNIFICATION.You agree to hold harmless, indemnify and defend Schonell, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claim that you have violated any term of this Agreement, including, without limitation, the requirements set forth in Section 4.1 of this Agreement.

9. NO ASSIGNMENT.This Agreement is personal to you (or the company which you represent), and may not be assigned without Schonell's express written consent. If you are agreeing on behalf of a company, you represent that you are authorized to bind the company under this Agreement.

10. COMPLETE AGREEMENT.This Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by Schonell or not. The acceptance of any purchase order is expressly made conditional on your consent to the terms set forth herein and any additional terms in your purchase order or similar document shall be null and void. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of Schonell. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Schonell is not liable for editorial, pictorial, or typographical errors in this communication.

11. EMERGENCY SERVICES- 911 DIALING & NON-VOICE SYSTEMS.12.1 Minimum Requirements
Due to FCC rulings and regulations, all customers who are using Schonells Services as their primary residential or business telephone carrier must activate 911 Emergency Services on at least one (DID) per location. YOUR ACTIVATION OF SSCHONELLS SERVICES IS ACKNOWLEDGMENT THAT YOU HAVE READ AND UNDERSTOOD SCHONELLS 911 DISCLOSURE AGREEMENT.
12.2 Non-Availability of Traditional 911 or E911 Dialing Service.
You acknowledge and understand that the Service does NOT support traditional 911 or E911 access to emergency services. Schonell does offer a limited 911-type service and that service is different in a number of important ways (some, but not necessarily all, of which are described in this Agreement) from traditional 911 service. You agree to inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of the non-availability of traditional 911 or E911 dialing from your Schonell Service and equipment.
12.3 Service Outage.
12.3.1 Power Failure or Disruption.
You acknowledge and understand that 911 dialing does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service and 911 dialing will not function until power is restored. A power failure or disruption may require you to reset or reconfigure equipment prior to utilizing the Service or 911 dialing.
12.3.2 Broadband Service / ISP Outage or Termination / Suspension or Termination by Schonell.
You acknowledge and understand that service outages or suspension or termination of service by your broadband provider and/or ISP or by Schonell will prevent ALL Service including 911 dialing.
12.3.3 Service Outage Due to Suspension of Your Account.
You acknowledge and understand that service outages due to suspension of your account as a result of billing issues will prevent ALL Service, including 911 dialing.
12.3.4 Other Service Outages.
You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.
12.3.5 Limitation of Liability and Indemnification.
You acknowledge and understand that Schonell's liability is limited for any Service outage and/or inability to dial 911 from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless Schonell, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) by, or on behalf of, you or any third party or user of your Service relating to the absence, failure or outage of the Service, including 911 dialing and/or inability of you or any third person or party or user of your Service to be able to dial 911 or to access emergency service personnel.
12.5 Failure to Designate the Correct Physical Address When Activating 911 Dialing.
Failure to provide the current and correct physical address(es) and location(s) of your equipment will result in any 911 communications you may make being routed to the incorrect local emergency service provider. This must be the actual physical street address where the equipment is located, not a post office box, mail drop or similar address.
12.6 Non-Voice Systems.
You acknowledge that the Services are not set up to function with out-dialing systems including home security systems, medical monitoring equipment, satellite television systems, credit card terminals and some facsimile systems. You have no claim against Schonell for interruption or disruption of such systems by the Services.
12.13 Force Majeure.
Schonell is not responsible or liable to you for its failure to perform any of its obligations contributed to by causes or circumstances beyond its reasonable control including, without limitation, Internet outages, communications and cable outages, failure of third party services or products that interface or interact with the Services, labor strikes, lockouts, supply shortages, earthquake, fire, flood, war, act of God, criminal acts (e.g. computer hacking that circumvents reasonable security measures), bankruptcy of merchants or licensees, or any acts of governmental bodies or authorities.
13. CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS.As a convenience and courtesy to you, Schonell provides access to its Services online which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking “I Agree” or “I Accept” anywhere on a Schonell website:
13.1 You agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into this Agreement;
13.2 You have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement, and any policies and any amendments hereto or thereto;
13.3 You agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter; 13.4 You are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; and,
13.5 You agree to receive electronically information about the Services and other electronic records into which you thereby enter including, without limitation, this Agreement.
14. VENUE/GOVERNING LAW.This Agreement will be governed by and construed in accordance with the laws of the Singapore without regard to conflicts-of-laws principles. By using the Services, you hereby agree that the exclusive jurisdiction for any and all disputes regarding these Terms shall lie in the federal and local courts of Singapore.

Acceptable Use Policy

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

This Acceptable Use Policy is subject to change from time to time with such changes effective upon posting ,Schonell encourages Users to review this Policy regularly.

1. Services may be used only for lawful, proper and appropriate purposes.

2. Users must use any Services only in a manner that, in Schonell's sole discretion, is consistent with the purposes of such Services. Users will not engage in any legal or illegal activity that either (i) harms Schonell, the network operated by Schonell, the Services and/or any User, or (ii) interferes with the network operated by Schonell and/or the provision or use of the Services by Schonell or any User.

3. Services may not be used for illegal, improper, and/or inappropriate purposes.

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

Remedies

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

Customer Agreements

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