HPH

Legal

This Service Agreement (the “Agreement”) is between High Powered Help, Inc. (“HPH”) and the Customer. Services provided are based on the Terms and Conditions contained herein and are subject to change with updated versions of this document available for viewing and download on https:// hph.io/legal. Updated versions of this document will take effect on the first date of the month following posting of the updated version, with updated versions identified with the month and year they become effective. Customer should therefore check the site regularly for updated versions. Customer accepts said Terms and Conditions, as acknowledged by signature on the relevant Service Order Form (“SOF”), and agrees to be bound by them.

DEFINITIONS
1. “911 Services” means functionality that allows end users to contact emergency services by dialing the digits 911.
2. “Enhanced 911 Services” means the ability to route an emergency call to the designated entity authorized to receive such calls, which in many cases is a public safety answering point (“PSAP), serving the customer’s registered address or user-provided address and to deliver the subscriber’s telephone number and registered address information automatically to the emergency operator answering the call.
3. “Basic 911 Service” means the ability to route an emergency call to the designated entity authorized to receive such calls serving the customer’s registered address. With basic 911, the emergency operator answering the phone will not have access to the caller’s telephone number or address information unless the caller provides such information verbally during the emergency call.
4. “ANI” means automatic number identification, (telephone number).
5. “Call Rating” means the methodology used to define the type and jurisdiction of a specific call. Call rating criteria includes the originating automatic number identification (ANI) (sometimes referred to as the from or source fields) and terminating ANI provided in the call signaling (sometime referred to as the destination or to fields; may also include remote party id field). Call rating defines the type of calls and correlating costs per call.
6. “Customer VoIP Application” means the class 5 VoIP application provided by customer in connection with HPH VoIP Trunk service.
7. “DID/DOD” means a telephone number assigned by HPH to customer for use by a subscriber with HPH VoIP Trunk service. Did types which may be used with VoIP Trunk service is restricted to enhanced local service (ELS) and toll free (TF or TFN).
8. “Directory Listings” means the listing of a subscriber’s telephone number in the ILEC directory for a market.
9. “International” means anywhere outside of the continental united states, including Alaska, Hawaii and Canada.
10. “Interstate” means calls that originate in one state and terminate outside that state.
11. “Intrastate” means calls that originate and terminate within the same state.
12. “IP” means internet protocol.
13. “Local Calling Area” or “LCA” means a geographical local calling area (determined by the applicable ILEC).
14. “LNP” means local number portability.
15. “NADP” means the North American dialing (or numbering) plan (i.e. calls to country code 1).
16. “NPA/NXX” means the area code and exchange of a NADP phone number.
17. “Operator And Directory Assistance” means live or automated operator assistance for the placement of subscriber calls, listing services and/or related information.
18. “Phone System” means a communication system that transmits information between distant points. For clarity, a phone system such as a key-system (i.e. IP-key-system, analog key-system, digital key-system or hybrid key-system), a private branch exchange (PBX) (aka IPPBX) system, or any other voice application or appliance.
19. “PSTN” means the public switched telephone network.
20. “Rate Center” means a geographic area (determined by the applicable ILEC) within a LCA or market that is associated with one or more specific NPA/NXX codes.
21. “RBOC / Wireless Thresholds Surcharge” means a surcharge, in addition to customer’s current rates, if less than seventy-five percent (75%) of customer’s calls terminate on either an RBOC or wireless PSTN during any billing cycle, the provider reserves the right to charge, and customer will pay if charged, per minute on the number of minutes needed to meet the seventy-five percent (75%) threshold.
22. “Registered Address” means the address provided by customer in either written format on (i) appropriate HPH order forms, (ii) entered into appropriate HPH portals or (iii) other written or verbal communication to customer’s HPH sales or post-sales representative, that represents the physical location from which HPH’s VoIP Trunking service and TNS associated with this service will be used.
23. “Service Order Form” (“SOF”) means the order form
24. “SIP” means session initiation protocol, a signaling protocol used between VoIP networks to establish, control and terminate voice calls.
25. “Sip Trunking Service” means provider’s VoIP Trunk service provided pursuant to the SOF and these terms and conditions and as further described below.
26. “IAX Trunking Service” means provider’s two-way IAX trunk service provided pursuant to the SOF and these terms and conditions as further described below.
27. “Subscriber” means an individual, end-user or telephone device assigned a DID/DOD.
28. “TN” means a telephone number assigned by HPH to customer (or that customer ports to HPH) and used by customer in connection with HPH VoIP Trunk.
29. “VoIP Trunks” may refer to either SIP Trunks or IAX Trunks interchangeably as is appropriate for a given application.
30. “VoIP Trunking Service” means providers two-way Voice over IP Trunking service provided pursuant to the SOF, these terms and conditions as described further below, and may refer to either SIP Trunking Service, IAX Trunking Service, or both.
31. “Toll Free Number” or “TFN” means metered inbound only phone number where charges are billed to the called party, i.e. 800, 877, 866, 855, 844 numbers, vs. The calling party.
32. “U.S. Domestic” means the continental United States (excluding Alaska and Hawaii).
33. “VOIP” means voice over IP.
services provided
1. Provided that Customer is not in default of its obligations stated herein, HPH shall provide Customer with the Service ordered in the Service Order Form, which Service Order Form is incorporated herein by reference, for the Service Term, the Service Term being specified in the Service Order Form. Customer is solely responsible to obtain, use, configure and operate any equipment that may be used in association with the Service.
service description
1. Service Description. HPH VoIP Trunking Service is a bundled virtual trunking service providing inbound, outbound local, and long distance voice services via an HPH assigned ELS DID or DID ported to the HPH network. The service will route between a Customer’s IP address and either the PSTN or another IP address with HPH delivering traffic to the Customer’s Phone System via an internet protocol connection using either Inter Asterisk Exchange Protocol or Session Initiation Protocol (“SIP”) signaling. Each Two-Way VoIP Trunk enables a single concurrent call but can be oversubscribed with multiple HPH assigned ELS DIDs being accessible via a single trunk. Two-Way VoIP Trunks may also include static 911 services, 411, Operator Services, Inbound Caller ID, Caller Location or White Page listing. These services require Customer to provide their own legitimate service address. Only Enhanced Local Service (ELS) DIDs or Toll-Free DIDs provided by HPH or ported to the HPH network can be used in conjunction with this service.
2. Call Rating-Metered Only. Calls will be rated as local calls if they terminated within subscriber’s Local Calling Area associated with the call’s originating ANI (which must be a HPH assigned ELS DID). All calls outside of a Subscriber’s Local Calling Area shall be rated as either intrastate, interstate or international long distance. This distinction of interstate versus intrastate versus international long distance will be determined based on the Originating Automatic Number Identification (ANI) and Terminating ANI provided in the call signaling. HPH utilizes the value in the ‘FROM’ field in the SIP header as the Originating ANI for establishing the jurisdiction of the call (i.e. interstate versus intrastate versus international). However, in the event a value is present in any of the SIP header fields used for Caller ID (e.g. Remote Party ID, P-Assert-Identity), HPH may use this in lieu of the “FROM” field as the Originating ANI to determine the jurisdiction of a call. If HPH cannot accurately rate a call due to an invalid or omitted Originating ANI, and its rating jurisdiction is not international, HPH will default to rating the call as Intrastate. HPH will determine the originating or terminating carrier by evaluating the Terminating ANI down to the NPA-NXX-X level. Customer is also required to maintain the originating ANI for all outbound calls and abstain from any level of ANI manipulation in the call signaling.
3. Local Call Rating Exclusion. Local call minutes utilizing ELS telephone numbers assigned by, or ported to HPH are counted as part of the Inbound and Outbound minutes threshold, but are provided without charge. All other domestic termination calls will be rated as Interstate or Intrastate based on their originating and terminating ANI’s. If HPH cannot accurately determine the jurisdiction of a domestic call due to an invalid or omitted Originating ANI, the call will be rated as Intrastate.800/Toll Free: HPH’s Toll Free service is an IP termination service for calls terminating to a HPH provided Toll Free Number (TFN). HPH is the Responsible Organization for TFNs for this service.
4. 800/Toll Free. HPH’s Toll Free service is an IP termination service for calls terminating to a HPH provided Toll Free Number (TFN). HPH is the Responsible Organization for TFNs for this service.
service limitations
1. Restricted Features. HPH VoIP Trunk Service does not include any Class 5 features (e.g. call waiting, call forwarding, voicemail, etc.), nor will the service provide any of the following call types. 976, 900, or 1010xxx. Outbound local, 911, outbound 800 calls or 411 calls are only available if the call’s originating Automated Number Identification (ANI) is a HPH assigned Enhanced Local Service (ELS) DID or an ELS DID that has been ported to the HPH network.
2. No Use with LCR. Neither Licensee nor Licensee’s customer(s) or Subscriber(s) may use the UC Voice Service with (or in connection with) a least cost router (or “LCR”), which HPH will determine, in its reasonable discretion, based upon analysis of traffic patterns in the ordinary course of business.
3. No Use with Auto-Dialer (or “Robo-Dialer”). In addition to any applicable limitations pursuant to the AUP (as defined below), Licensee may not use the UC Voice Service with (or in connection with) an auto-dialer (or “Robo-dialer”), which HPH will determine, in its reasonable discretion, based upon analysis of Licensee’s traffic patterns in the ordinary course of business.
4. Registered Address. HPH VoIP Trunk Service requires a contracted Service Address. HPH VoIP Trunk Services may not be moved from a contracted service address without written notification from Customer to HPH . Should Customer fail to notify HPH of a service move then HPH , at its sole discretion, may immediately suspend Customer service until such time as a Customer Move Order is processed. Customer accepts that failure to properly notify HPH of an intended service move may result in Customer service being E911 non-compliant. Customer understands that said failure may cause incorrect routing of Emergency Services and any consequences of such rest solely with the Customer. Additionally, customer understands that continuation of existing ELS DIDs may be restricted by the location of the moved service.
5. Special Configurations. All special configurations are subject to HPH ’s approval and HPH reserves the right to terminate this agreement where proper interoperability testing has not been completed when required. Any traffic deemed to jeopardize the integrity of HPH ’s network may be blocked by HPH .
6. Network Jeopardy. In the event HPH determines, in its sole discretion, that Customer’s ongoing use of Service(s) or the specific method or technology utilized by the Customer places HPH ’s network, other customers, partners or the overall businesses of each in jeopardy, HPH reserves the right to terminate Service(s) immediately without notification.
7. “Unlimited” Trunking Service. If the SOF includes “Unlimited” SIP Trunking Service, the following restrictions and limitations also apply:
  1. Standard Business Use. The SIP Trunking Service is provided for Standard Business Use. Provider reserves the right to ensure that Customer’s (and Customer’s customer(s) or Subscriber(s)) use of the SIP Trunking Service is consistent with Standard Business Use and otherwise complies with these Terms and Conditions. If Provider determines that Customer (or Customer’s customer(s) or Subscriber(s)) is not using the SIP Trunking Service for Standard Business Use, Provider may, in addition to all other rights and remedies pursuant to these Terms and Conditions, notify Customer and allow Customer the opportunity to cure any such use within ten (10) calendar days. Customer may cure by stopping any such use, buying more trunks to comply with Standard Business Use, or change Customer’s (or Customer’s customer(s) or Subscriber(s)) use of the SIP Trunking Service in any other way that is consistent with Standard Business Use.
  2. Inbound & Outbound Minute Thresholds. Each SIP trunk will utilize no more than 3,000 combined inbound and outbound minutes (excluding international or toll free calling) in any calendar month (or billing cycle, if applicable). Additionally, Provider reserves the right to in any combination:
  3. immediately terminate the Service,
  4. charge a minimum inappropriate use fee of $500.00 and/or charge $0.05 per minute for all calls made during such periods of prohibited use (plus applicable toll free and international charges), whichever is higher, to Customer’s payment method of record, and
  5. all applicable termination fees described in these Terms and Conditions.
8. “Metered” Trunking Services. If the SOF includes “Metered” Service, the following restrictions and limitations also apply:
  1. Standard Business Use. The Service is provided for Standard Business Use. Provider reserves the right to ensure that Customer’s use of the Service is consistent with Standard Business Use and otherwise complies with these Terms and Conditions. If Provider determines that Customer is not using the Service for Standard Business Use, Provider may, in addition to all other rights and remedies pursuant to these Terms and Conditions, notify Customer and allow Customer the opportunity to cure any such use within ten (10) calendar days. Customer may cure by stopping any such use, buying more trunks to comply with Standard Business Use, or change Customer’s use of the Service in any other way that is consistent with Standard Business Use.
  2. Inbound & Outbound Minute Usage. Usage with “Metered” SIP Trunking Service will be billed per minute in accordance to the SOF.
emergency services dialing
1. Emergency Services Access. Customer will have access to either basic 911 or Enhanced 911 (E911) as their default emergency calling service as long as the call’s Originating Automated Number Identification (ANI) is a HPH assigned Enhanced Local Service (ELS)DID or an ELS DID that has been ported to the HPH network.
2. With E911 service, when a caller from the Customer’s Registered Address dials the digits 911, the HPH telephone number and subscriber’s registered address is automatically sent to the local emergency center serving your location. The emergency operators will have access to this information regardless of whether the caller is able to verbally provide such information to the emergency call-taker. Accordingly, with E911 service, the emergency call-taker will have the caller’s call-back telephone number and registered address information just by virtue of the caller placing the call using the digits 911. In limited circumstances, Customers equipped with E911 may have their calls routed to the national call center. Please see the description below for an explanation of when this would occur and how this service operates.
3. With Basic 911 service, when a caller from the Customer’s Registered Address dials the digits 911, the call is sent to the local emergency center serving your location. But operators answering the call will not have automatic access to the caller’s call-back telephone number or the Registered Address because the emergency center will not be equipped to receive, capture or retain Customer’s assigned HPH telephone number and Registered Address. Accordingly, callers must be prepared to provide both call-back and address information. If the call is dropped or disconnected, or if the caller is unable to speak, the emergency operator answering the call will not be able to call the caller back or dispatch help to the caller’s address. As additional local emergency centers become capable of E911 functionalities, HPH will automatically upgrade customers from basic 911 to E911 service. We will not notify Customer of the upgrade. In limited circumstances, Customers equipped with basic 911 may have their calls routed to the national call center. Please see the description below for an explanation of when this would occur and how this service operates.
4. National Call Center Service. Certain HPH customers do not have access to either basic 911 or E911. If Customer does not have access to either E911 or basic 911, emergency calls placed using the digits 911 will be sent to a national emergency call center. A trained agent at the emergency call center will ask for caller’s name, telephone number, and location and then transfer the caller to the appropriate local emergency center or otherwise determine the best way to provide emergency services to the caller. Like Basic 911, the trained operators answering calls in the national call center will not have automatic access to the caller’s telephone number or Registered Address information because the national call center is not equipped to receive, capture or retain Customer’s HPH telephone number and Registered Address, so the caller must be prepared to provide this information. Customer’s 911 calls may also be sent to HPH’s national emergency call center if there is a problem validating the Registered Address provided by Customer during provisioning, if Customer is located in an area that is not covered by the land line 911 network, or if Customer has basic 911 or E911 service but these call fails to complete and are routed to the national emergency call center for failover purposes.
disclaimer of liability
1. CUSTOMER ACKNOWLEDGES AND AGREES THAT HPH’S SERVICE IS INTERNET BASED ANDTHAT 911 SERVICES ARE DIFFERENT THAN THAT OF TRADITIONAL WIRELINE SERVICE. FOR BASIC 911 OR E911 TO BE ACCURATELY ROUTED TO THE APPROPRIATE EMERGENCY RESPONDER, THE CUSTOMER MUST PROVIDE THE TN ASSOCIATED WITH THE VOIP TRUNKING SERVICE FOR THE REGISTERED ADDRESS, IN THE ‘USERPART’ OF THE ‘FROM URI’ CONTAINED IN THE SIP ‘FROM’ HEADER.
2. CUSTOMER ACKNOWLEDGES THAT THE HPH VOIP TRUNK SERVICE MAY NOT SUPPORT BASIC 911 OR E911 DIALING IN THE SAME MANNER AS TRADITIONAL WIRELINE PHONE SERVICE. CUSTOMER AGREES TO INFORM OF THE POTENTIAL COMPLICATIONS ARISING FROM BASIC 911 OR E911 DIALING. SPECIFICALLY, CUSTOMER ACKNOWLEDGES AND AGREES TO INFORM ALL EMPLOYEES, GUESTS, AND OTHER THIRD PERSONS WHO MAY USE THE SERVICE THAT BASIC 911 AND E911 SERVICES WILL NOT FUNCTION IN THE CASE OF A SERVICE FAILURE FOR ANY OF THE FOLLOWING REASONS. (A) POWER FAILURES, (B) SUSPENDED OR TERMINATED BROADBAND SERVICE, (C) SUSPENSION OF SERVICES DUE TO BILLING ISSUES, AND/OR (D) ANY OTHER SERVICE OUTAGES NOT DESCRIBED HEREIN. CUSTOMER FURTHER ACKNOWLEDGES THAT FAILURE TO PROVIDE A CORRECT PHYSICAL ADDRESS IN THE REQUISITE FORMAT MAY CAUSE ALL BASIC 911 OR E911 CALLS TO BE ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. FURTHERMORE, CUSTOMER RECOGNIZES THAT USE OF THE SERVICE FROM A LOCATION OTHER THAN THE LOCATION TO WHICH THE SERVICE WAS ORDERED, I.E., THE “REGISTERED ADDRESS,” MAY RESULT IN BASIC 911 OR E911 CALLS BEING ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER.CUSTOMER ACKNOWLEDGES AND AGREES THAT HPH, ITS UNDERLYING CARRIER, OR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CUSTOMER. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS HPH FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OF THE CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES TO HOLD HARMLESS AND INDEMNIFY HIGH POWERED HELP, INC FROM ANY CLAIM OR ACTION ARISING OUT OF MISROUTES OFANY 911 CALLS, OR WHETHER LOCAL EMERGENCY RESPONSE CENTERS OR NATIONAL EMERGENCY CALLING CENTERS ANSWER A 911 CALL OR HOW THE 911 CALLS ARE HANDLED BY ANY EMERGENCY OPERATOR INCLUDING OPERATORS OF THE NATIONAL CALL CENTER. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANT, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.
service availability
1. The Service is available throughout the Service Term, except in the case of scheduled maintenance of the HPH network and/or its underlying carrier’s network. HPH will use commercially reasonable efforts to provide prior notification via electronic mail (“email”) to Customer regarding any scheduled maintenance of Service. HPH may interrupt its provision of Service for unscheduled emergency maintenance without notice to Customer or Customer’s customers
service interoperability requirement
1. Unless Customer has a separate agreement specifically for technical support related to installation or configuration of phone systems or related technology, HPH takes no responsibility for installation or configuration of customer Phone System, or any responsibility related to connecting a customer’s Phone System to any customer premise equipment. Customer will, at its sole cost, be responsible: (i) for providing all equipment (including proxy servers), software, facilities and IP connectivity (including, without limitation, connectivity to Customer’s End Users, customers or Subscribers)
porting numbers
1. HPH will require a completed and signed Letter of Authorization (“LOA”) for any numbers or toll free numbers the customer wishes to port. Applicable LOAs are attached hereto. In addition, HPH will require a recent, applicable copy of the Customer’s current phone bill which contains the Customer’s Billing Telephone Number (“BTN”) as well as a record of any numbers that need to be ported. Necessary LOA(s) and Bill Copy(s) must be received by HPH before HPH initiates the port request.
service activation date
1. HPH will work with the Customer to establish an initial activation date upon which their VoIP Trunk Services will be activated. This date will be based on the Customer’s requested date as well as the Confirmed Port Date HPH receives from its underlying provider. The Confirmed Port Date is the date upon which the Customer’s current voice provider has agreed to port the numbersto HPH. The Confirmed Port Date typically cannot be set any earlier than two (2) to four (4) business weeks after the port request was initiated. Upon submission of the port request, HPH will request a port date that coincides as closely as is reasonably possible with the initial activation date arrived at with the Customer. However, since the port interval is a product of the accuracy of the information provided to HPH by the Customer as well as the processing speed of the Customer’s current voice provider, HPH makes no guarantees about how soon a Customer’s number can be ported, but will work with its underlying carrier and the Customer to make sure the port date coincides as closely as possible with the activation date requested by the Customer. When HPH receives the Confirmed Port Date, HPH will assign a Service Activation Date based on the aforementioned criteria and will communicate this date to the customer. If the Customer wishes to change the requested service activation date, Customer must communicate, in writing, the new requested date to their Customer Success Advocate within forty-eight (48) hours of the issuance of the service activation date. Such further date changes by Customer will be met by HPH on a best effort basis.
service activation appointment
1. HPH will attempt to arrange an Activation Appointment with the Customer on the Service Activation Date, whereupon, a HPH Customer Success Advocate will contact the Customer to provide relevant information and facilitate test calls. Such test calls will consist of outbound and inbound calls between the Customer site and HPH. It is the Customer’s sole responsibility to ensure that their premise and all equipment is prepared for service activation by the Service Activation Date. The Service Commencement Date shall be the date when the voice components are delivered and confirmed by a HPH VoIP Trunking Confirmation email, whether or not an Activation Appointment has occurred. The Service Commencement Date shall equal the first date of billing for the services delivered.
service support
1. HPH provides limited support for the Services under this agreement. Unless Customer has a separate support agreement, support for these services is limited to verification services are online and in-service, and connections to our underlying provider, Bandwidth.com, are substantially functioning as intended. HPH DOES NOT SUPPORT CUSTOMER SERVICES BEYOND THE HPH POINT OF DEMARCATION, UNLESS CUSTOMER HAS A SEPARATE AGREEMENT FOR SUPPORT SERVICES.
charges for service
1. The monthly recurring charge(s) (“MRC”) and any non-recurring charge(s) (“NRC”) for Service is stated in said Service Order Form. Service charges are exclusive of applicable taxes and surcharges, including the Federal Universal Service Fund surcharge that HPH passes on to its Customers if it is charged to HPH. At its sole discretion, HPH may require a security deposit to continue providing Service should Customer’s credit profile yield insufficient credit. Additionally, at its sole discretion, HPH reserves the right to demand immediate payment by wire and block Customer’s voice traffic should HPH determine Customer’s usage exceeds their approved level of credit. Except for items outlined in this agreement, HPH shall not increase pricing during the initial Term of a Customer Order, but thereafter HPH may increase pricing upon at least thirty (30) days’ written notice. All rates and charges are subject to change immediately in the event there are mandated surcharges or taxes imposed by federal, state or governmental agency. Notwithstanding the foregoing, in the event of Regulatory Activity, HPH reserves the right, at any time with as much advance written notice as reasonably possible and without liability, to: (i) pass through to Customer all, or a portion of, any changes or surcharges or taxes directly or indirectly related to such Regulatory Activity; (ii) modify the Service, rates (including any rate guarantees), promotions, terms and/or conditions of this Agreement to conform to such action; or (iii) if such Regulatory Activity materially and adversely impairs the provision of Service under the Agreement, as reasonably determined by HPH, terminate the Agreement.
specific charges for VOIP Trunk Service
1. Definition and Guidelines: VoIP Trunk Service is a business service provided for use with a Phone System and is designed for small to medium sized business use. VoIP Trunk Service may be used only for lawful, proper and appropriate purposes and may not be used in any way that is illegal, improper or inappropriate. VoIP Trunk Service inappropriate and prohibited use restrictions include, but are not limited to: resale or transfer; auto-dialing; continuous or extensive call forwarding; continuous connectivity; fax broadcast/blasting; telemarketing; predictive dialing; or any other use or activity that is inconsistent with normal small to medium sized business usage. HPH reserves the right to measure for appropriate use and at its sole discretion may determine that the Service has been subject to inappropriate use. In the event inappropriate use is determined, HPH may request the customer change or modify the Service use and/or Service plan. Additionally, HPH reserves the right to immediately terminate Service and charge a minimum inappropriate use fee of $500.00 and/or charge $0.05 per minute for all calls made during such periods of prohibited use (plus applicable international charges), whichever is higher.
2. Charges: VoIP Trunk Service as defined above includes, within the price quoted and agreed upon in the underlying Service Order Form or any other duly signed contract between Customer and HPH, appropriate use of: Local Outbound Calling, Intrastate Outbound Calling, Interstate Outbound Calling, Toll Free Outbound Calling, and Inbound Calling. Outbound Calling included in the VoIP Trunk Service includes the 48 contiguous United States, Alaska, Hawaii and Canada.
3. Call Duration Thresholds: All per minute rates (Interstate LD, Intrastate LD, Local if applicable, 800 Domestic) assume at least 85% of calls terminating will be of a call duration of no less than six (6) seconds in length. If 15% or more of Customer’s completed calls are equal to or less than six (6) seconds in length during any billing cycle then HPH reserves the right to charge, and Customer shall pay, a $0.01 charge per short duration call. This charge will be in addition to Customer’s current rates.
4. International Rates Excluding Canada: If no rate schedule is attached, international rates are available at https://hph.io/phones/rates/international/. (Please note: the posted international rates may include Canada, however, Canada outbound calling is included with VoIP Trunk Service.) International per minute rates are subject to change. HPH reserves the right to block all or a number of high cost, international routes. Customers may request to have this block removed by submitting a request through the Customer portal located at https://support.hph.io or emailing the request to support@hph.io.
5. Non Contiguous Long Distance Rates. Outbound interstate calls terminating to the following locations will be billed according to the default rates available at https://hph.io/phones/rates/standard/.
  1. Alaska
  2. Canada
  3. CNMI
  4. Guam
  5. Hawaii
  6. Puerto Rico
  7. USVI
6. 800/Toll Free Domestic Rates. Domestic 800/Toll Free inbound calls are billed at the quoted flat, per-minute rate or rate schedule. 800/Toll Free service is only available with 800/Toll-free DIDs provided by or ported to HPH’s network.
7. 800/Toll Free Offshore Rates. 800/Toll Free inbound calls to the following locations will be billed according to the default rates available at https://hph.io/phones/rates/standard/. The per-minute rates for these locations are subject to change every 15 days and updates shall be posted in a revised Terms and Conditions document which may be viewed at https://hph.io/phones/rates/
  1. Alaska
  2. Canada
  3. CNMI
  4. Guam
  5. Hawaii
  6. Puerto Rico
  7. USVI
8. Directory Assistance and Operator-Assisted Dialing. HPH’s VoIP Trunk service may provide Directory Assistance (i.e. 411) and traditional Operator Assisted Dialing. Specific per call or per minute of use rates may apply.
9. Disconnect Charges. For any request to disconnect or port out a HPH assigned TN, a non-recurring charge of $10.00 per TN will be charged.
10. LNP Charges. For cancelled LNP request more than 48 hours before Firm Order Commit (FOC) date, a non-recurring charge of $10.00 per TN will be charged. For cancelled LNP requests within 48 hours of FOC date, a non-recurring charge of $125.00 per TN will be charged. For any request to reinstate, within 24 hours, a newly ported phone number to the original carrier, a non-recurring charge of $400.00 per number will be assessed.
11. Payphone Surcharges. In the event the Customer’s 800/Toll-Free TN receives any inbound calls originating from a Payphone, these calls will be subject to a charge per call. The charges are based on regulated FCC Payphone Compensation rules. These regulatory charges (approximately $0.55 per call) will be passed through directly to the customer.
billing increments
1. US Domestic: Initial billing increment: 6 seconds, additional billing increment: 6 seconds.
2. International (Excluding Mexico): Initial billing increment: 30 seconds, additional billing increment: 30 seconds.
3. Mexico: Initial billing increment: 60 seconds, additional billing increment: 60 seconds.
billing and payment
1. HPH shall bill Customer for Service rendered at the rates stated in said Service Order Form. Invoices shall include all applicable federal, state, and local taxes. All such taxes, and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees, miscellaneous fees, and surcharges, whether charged to or against HPH, Inc., which shall be payable by the Customer. However, if Customer provides proof of its specific tax exempt status, Provider shall not charge applicable taxes due to such exemption. Customer shall supply Provider a valid and properly executed tax exemption certificate(s). In such cases the Customer remains responsible for, and agrees to pay, any and all remaining non-exempt charges; tax exemption status validation is solely the responsibility of the Customer and Provider will not be obligated to consider any retroactive tax exemption. HPH shall commence billing for the monthly recurring charges and usage (the Service) on the Service Commencement Date. First and second month charges for the recurring Service(s) are billed upon Service Commencement. Where applicable, service charges for the first partial month of service will be pro-rated and billed. Call usage charges are billed after the actual calls and usage has occurred. Payments are due within fifteen (15) days of the invoice date. After fifteen (15) days of nonpayment, all fees will accrue interest at a rate of one and one-half percent (1.5%) per month or any part thereof, or the highest rate allowed by applicable law, and customer shall pay all collection costs incurred by HPH (including, without limitation, reasonable attorney’s fees). At any point beyond provided invoice due date, where Customer has failed to make satisfactory payment as so judged by HPH, then HPH may give Customer written notification, by email, that Customer has committed a material breach of the Agreement due to non-payment. Said notification will be provided five (5) business days prior to Service suspension or termination. Customer must pay all outstanding charges, within said notice period, to avoid suspension or termination of Service. If Service is terminated due to non-payment, then the Termination fees described in the Material Breach Section shall apply. In its sole discretion, HPH may: (i) require a security deposit to continue the provisioning of Service(s) if Customer’s approved level of credit is deemed insufficient; (ii) change payment terms, billing cycle, and/or Due Date; (iii) demand immediate payment by wire or other means and discontinue Service(s) without notice should Provider determine Customer’s usage exceeds their approved level of credit; (iv) immediately block Customer’s Service(s) if a Customer’s pre-paid balance is depleted or is at a level that cannot cover Customer’s estimated traffic during the time HPH VoIP Trunk, Terms and Conditions required for the Customer to replenish their prepaid balance, or if Customer refuses to make any requested payments. HPH retains the right to bill, including any amended or corrected billing, for the Service(s) for a period of up to twelve (12) months, commencing from the date the billed Service(s) were provided to Customer. HPH shall retain such billing rights for this twelve (12) month period notwithstanding any prior billing to Customer for the same period(s) and regardless of any otherwise conflicting billing conditions in this Agreement. Customer agrees that for the duration of this twelve (12) month period, HPH shall not be deemed to have waived any rights with regard to billing for the provided Service(s) that are subject to this period, nor shall any legal or equitable doctrines apply, including estoppel or laches.
billing disputes
1. In the event Customer disputes any invoiced charges, Customer shall pay in full all charges invoiced by the Due Date and submit a billing ticket through the Customer portal found at https://support.hph.io. Such notification must include the Customer’s contact information, the specific dollar amount in dispute, detailed supporting reasons for the dispute, and any supporting documentation if available. HPH shall respond to Customer, in writing, within thirty (30) calendar days of receiving a dispute notification from Customer. Any dispute resolved in favor of Customer shall be credited as appropriate on the next available invoice. In the event that any disputed amounts are deemed to be correct as billed and in compliance with this Agreement, Customer shall be notified in writing that the charges have been deemed valid and legitimate, and the dispute will be considered resolved by both parties; in such cases, if there should be any amount due from Customer related to the dispute, then all such amounts shall be due and payable immediately. Provider reserves the right to deny or delay any and all billing disputes and/or credits if the Customer’s account is in arrears or otherwise not in good standing. All charges not disputed within sixty (60) days of the invoice date are deemed correct and payable
resumption of service
1. If Customer requests that Service be restored after a suspension or termination, HPH has the sole and absolute discretion to restore such Service and may condition restoration upon satisfaction of such conditions as HPH determines is necessary for its protection, including requiring Customer to execute a new agreement, pay all past due statements in full, pass HPH’s credit approval, and/or make advance payments. New nonrecurring charges also may apply to restore Service.
additional non-recurring charges (NRC)
1. In addition to any other quoted NRC, the following NRC, if applicable, will apply:
  1. Services Reinstatement Fee: $200 plus any charges imposed by the underlying carrier(s)
  2. Rejected Credit Card / Unpaid Check: $40.00 (or legal limit, whichever is greater)
inside wiring
1. It will be the customer’s responsibility to provide any needed internal wiring or extensions (including but not limited to required conduit, facilities, power, etc.) for the Equipment, phone systems, and phones required to use the service.
material breach
1. HPH or Customer may terminate this Agreement and the Service(s) provided hereunder in the event of a material breach that is not cured within thirty (30) days following the delivery of written notice specifying said breach, except in the case of serious material breaches, so judged by HPH. Such notice from Customer must be in the form of an email sent to breach@hph.io with “Notice of Material Breach” in the subject line of the email and Customer’s contact information and detailed explanation, including supporting documentation if available, in the body of the email. Such notice from HPH shall be in the form of an email to the Customer. In the event of an uncured material breach by HPH, the Agreement and Service(s) shall be terminated without further liability to the Customer, however, in such cases Customer shall remain responsible for: (a) charges for Service(s) actually and properly received prior to the date of Breach notification, (b) one hundred percent (100%) of the past due balance at the time of termination, and (c) any non-recurring charges originally waived by HPH. In the event of an uncured material breach by Customer, such as early termination of this Agreement, the following termination fees shall apply: (a) charges for Service(s) actually and properly received prior to the date of Breach notification, (b) all remaining payments due under the original agreement and Service Order Form for the Service Order Term(s) and any additional early Termination fees included in any and all relevant Service Order Form(s), (c) one hundred percent (100%) of the past due balance at the time of termination, and (d) any non-recurring charges originally waived by HPH.
termination
1. Upon termination of the Service Agreement and/or the Service(s) not due to a material breach, HPH will disconnect, or will cause to be disconnected, the Service(s) if notified by the Customer in writing via email to support@hph.io with no less than thirty calendar (30) days’ notice prior to termination of the Agreement and/or Service(s) In all such cases, Customer retains the sole responsibility for notifying HPH of any and all requests for termination or disconnection of Service(s), including but not limited to the porting out of billable telephone numbers (also referred to as “DIDs”), whether port outs are known or unknown by Customer; and, Customer remains responsible for all billable charges related to terminated Service(s) until HPH is notified in writing as specified. Any request by Customer for cancellation or termination at any time within the Service Agreement Term and/or Service Term set forth in this Agreement, including: prior to installation, or at any time prior to the Service Commencement or Activation Date, or in the case of early termination by Customer, will be considered a Material Breach by the Customer and shall be subject to the applicable Material Breach provisions as outlined in the Material Breach section of this agreement. In the event HPH determines, in its sole discretion, that Customer’s ongoing use of Service(s) or the specific method or technology utilized by the Customer places HPH’s network, other customers, partners or overall businesses of each in jeopardy, HPH reserves the right to terminate Service(s) immediately without notification.
limitation of liability
1. IN NO EVENT WILL HPH OR CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN RELATION TO THE VOIP TRUNK, DEDICATED INTERNET ACCESS SERVICE, CPE, AND/OR ANY PRODUCTS OR SERVICE PROVIDED BY THIRD PARTIES UNDER THIS AGREEMENT. HPH’S MAXIMUM LIABILITY UNDER THIS AGREEMENT IS LIMITED TO SERVICE CREDITS NOT TO EXCEED THE FEES PAID TO HPH BY CUSTOMER FOR THE SERVICE PROVIDED.
Indemnity
1. Customer shall indemnify and hold harmless HPH, its Officers, Employees, Agents, and Affiliates from and against any and all alleged or actual losses, costs, claims, liability of any kind, damages (including to any tangible property or bodily injury to or death of any person), or expense of whatever nature, (including reasonable attorneys’ fees) to or by any third party, relating to or arising from (a) the use of the Service provided to Customer, whether or not Customer has knowledge of or has authorized access for such use, (b) any damage to or destruction of CPE not caused by HPH or its agents, and (c) any material breach of this Agreement by Customer. Customer has the sole and exclusive responsibility for the installation, configuration, security, and integrity of all Customer systems, equipment, software, and networks (the “Customer Equipment”) used in conjunction with or related to the Service(s) provided by HPH. Customer therefore shall indemnify and hold harmless HPH from and against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees (including reasonable attorneys’ fees) on the part of or which may be incurred by Customer or a third-party relating to or arising from the use or operation of the Customer Equipment. Customer’s indemnification in this subsection includes any alleged or actual losses or claims in connection with unauthorized access to or use of the Service(s) by any third-party through Customer Equipment, regardless if such unauthorized access is unintentional, accidental, intentional or by fraud and regardless of whether Customer had knowledge of such unauthorized access. In all such cases of unauthorized access Customer agrees that it retain full and sole responsibility for any and all charges for the Service(s) provided by HPH. In the event HPH grants Customer access, either by online access, by application programming interface (API), or access by any other means, to a service ordering/management system and other related electronic tools (collectively, the “Electronic Tools”), Customer agrees that it is fully and exclusively responsible for all information accuracy, charges, costs, transactions, and activities conducted through such Electronic Tools. Customer agrees that it is fully and exclusively responsible to safeguard, monitor, manage, and maintain access to the Electronic Tools, and to only allow authorized use of the Electronic Tools to persons that Customer designates. Customer therefore agrees that it shall indemnify and hold harmless HPH from and against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees (including reasonable attorneys’ fees) on the part of or which may be incurred by Customer, or a third-party, relating to or arising from the use or operation of the Electronic Tools. Customer’s indemnification in this subsection includes any alleged or actual losses or claims in connection with unauthorized access to, use, transactions, or activity conducted through the Electronic Tools, regardless if such unauthorized access is unintentional, accidental, intentional, or by fraud, and regardless of whether Customer had knowledge of such unauthorized access. In all such cases of unauthorized access Customer agrees that it retains full and sole responsibility for any and all charges for the Service(s) provided by HPH.
NO WARRANTIES AND CUSTOMER ASSUMPTION OF RISK
1. HPH MAKES SERVICE COMMITMENTS UNDER THE APPLICABLE SERVICE LEVEL AGREEMENT (“SLA”); SAID SLA IS INCORPORATED HEREIN BY REFERENCE. HOWEVER, HPH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR THE HPH SERVICE(S) PROVIDED UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HPH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. HPH EXERCISES NO CONTROL OVER, AND HEREBY DISCLAIMS ANY RESPONSIBILITY FOR, THE ACCURACY AND QUALITY OF ANY INFORMATION TRANSMITTED WITH THE USE OF THE SERVICE. CUSTOMER HEREBY EXPRESSLY ASSUMES THE RISK OF ITS OR ITS EMPLOYEES, USERS, CUSTOMERS’, ETC., USE OF ANY INFORMATION TRANSMITTED VIA THE SERVICE. CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS HPH, ITS OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, EXPENSES, COSTS OR DAMAGES OF WHATEVER NATURE ARISING FROM OR RELATING TO THE USE OF ANY HPH SIP SERVICE RESULTING FROM THE FAILURE OF CUSTOMER OR RESELLERS TO COMPLY WITH THIS SECTION.
dispute resolution and applicable law
1. It is the mutual desire of the parties to promptly and fully resolve any dispute arising in connection with this Agreement in good faith, confidentially, and informally with minimal transaction costs and no public statement may be made by any party regarding any such dispute. If either party determines that the dispute cannot be resolved informally, then such party shall initiate an escalation process by giving written notice (“Escalation Notice”) to the other party. Each party shall name one executive as its representative, to be a person knowledgeable of the subject matter in dispute and someone with authority to discuss the dispute (hereinafter the “Officers”). The Officers shall meet in person or by conference call, together with any persons assisting them, within fifteen (15) days after delivery of the Escalation Notice. All negotiations conducted by the Officers are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any state rules of evidence. The Officers shall conduct such additional meetings as they deem necessary to exchange relevant information, will appoint staff to engage in resolution of any disputed facts, and will attempt to resolve the dispute. Should the Officers be unable to resolve the dispute within such fifteen (15) days, or within such additional time as the parties may otherwise agree to in writing, either party may demand mediation, whereupon the parties shall, in good faith, mediate the dispute no later than thirty (30) days after such demand through the services of a mutually selected mediator, the cost of whom shall be borne equally by the parties, at a date and location selected by the mediator after consultation with the parties. If the dispute is not resolved after applying the escalation procedures set forth above, the parties agree to waive any right to trial by jury in any judicial proceeding arising under or related to the subject matter of this Agreement, and agree to submit all controversies, claims and matters of difference to arbitration according to the commercial rules and practices of the American Arbitration Association (“AAA”). Arbitration hereunder shall occur within sixty (60) days of the date of submission before a single neutral arbitrator having significant experience in the subject matter of this Agreement and who will selected in accordance with AAA rules. Arbitration proceedings shall take place in Cherokee County, Georgia. Discovery shall be permitted, including the use of interrogatories, requests for admission and production of documents and depositions. If the amount claimed to be in dispute is less than $500,000 all applicable expedited procedures of the AAA shall apply. The arbitrator’s fees and costs of the arbitration shall be borne by the party against whom the award is rendered, except that if the arbitrator issues a split decision, granting partial relief to both parties, the arbitrator shall equitably allocate the arbitrator’s fees and other costs. Each party shall pay its attorney’s fees related to any dispute related to this Agreement. The arbitration award shall be final and binding on both parties of this Agreement, shall not be subject to any appeal and shall be enforceable in any court of competent jurisdiction.
miscellaneous
1. Customer acknowledges and understands that Customer is to receive the Service detailed in this Agreement and the Customer is not relying on any affirmation of fact, promise or description from any person or entity, nor any other oral or written representation other than what is contained in this Agreement. Handwritten alterations or additions to this agreement made by Customer will not be considered part of this Agreement. This Agreement may only be modified, or any rights under it waived, by a separate written document executed by both parties. This Agreement shall be governed by, construed under, and enforced in accordance with, the laws of the State of North Carolina without reference to its choice of law principles. For any action or suit to enforce any right or remedy of this Agreement, (except for actions to enter or collect on judgments) the parties consent to exclusive jurisdiction and venue in the courts for Wake County, North Carolina and the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. In the event of a conflict between this Agreement and any applicable tariff, the tariff shall prevail. Customer may not assign this Agreement without HPH’s prior written consent. This Agreement shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Customer signatory certifies that (s)he is an officer or certified representative of the Customer, and as such is authorized to enter into this binding Agreement. In the event any specified time frame or deadline denotes calendar days, it is agreed that when the last date of required action or response falls on a weekend or holiday, the action and/or deadline shall automatically extend to the next business day. Agreement headings are provided for reference purposes only.
2. THIS AGREEMENT, TOGETHER WITH ANY ATTACHMENTS, INCLUDING ANY SCHEDULES, ADDENDUMS, PRICE LISTS, SERVICE ORDERS, TERMS AND CONDITIONS, SERVICE LEVEL AGREEMENTS, AND ACCEPTABLE USE POLICIES, WHICH MAY BE POSTED AT: HTTPS://HPH.IO/AUP/, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE, CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE CUSTOMER AND HIGH POWERED HELP, INC, WITH RESPECT TO THE SERVICE(S) PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT CUSTOMER IS NOT RELYING ON ANY AFFIRMATION OF FACT, PROMISE OR DESCRIPTION FROM ANY PERSON OR ENTITY, NOR ANY OTHER ORAL OR WRITTEN REPRESENTATION OTHER THAN WHAT IS CONTAINED IN THIS AGREEMENT AND ANY INCORPORATED DOCUMENTS.
acceptable use policy
1. All use of Service must comply with HPH’s Acceptable Use Policy (“AUP”), which is posted at https://hph.io/legal/aup, and is incorporated herein by reference. By accepting HPH Service, Customer agrees to comply with this AUP and any subsequent modifications thereto. HPH reserves the right to modify this AUP from time to time, effective uponposting the AUP as modified at the URL shown above. Violation of the AUP shall be considered a material breach of this Agreement.
RFC 3261 AND RFC 5456COMPLIANCE.
1. This service is based on RFC 3261 – “SIP-Session Initiation Protocol” and RFC 5456 “IAX: Inter-Asterisk Exchange Version 2”, and requires Customer to conform to these standards. In the event HPH determines that Customer is in violation of any RFC in this section or any relevant RFC, and this violation prevents HPH from accurately rating or billing Customer’s calls, HPH reserves the right to bill the customer based on their estimated usage and rates, based on HPH’s discretion.
RESALE PROHIBITION.
1. The Service provided shall be for Customer use only with no authorization for the Customer to resale service to others. Customer agrees to comply with said prohibition and understands should Customer fail to adhere to this provision HPH shall immediately terminate Customer service
SEVERABILITY OF PROVISIONS
1. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision of this Agreement.
BENEFIT
1. This Agreement shall be binding upon and shall inure to the benefit of the parties, their respective heirs, legal representatives, successors and permitted assigns. The parties signing below agree and acknowledge that they are operating under the legal authority to bind HPH and Customer in contract.
THIRD PARTY BENEFICIARIES.
1. The Parties do not intend by the execution, delivery, or performance of this Agreement to confer any benefit, direct or incidental, upon any person or entity not a party to this Agreement
ASSIGNMENT
1. Neither Party may assign its rights or obligations under this Agreement without the express written permission of the other Party.
SUCCESSORS
1. This Agreement shall be binding upon, and shall inure to the benefit of the Parties and their respective subsidiaries, affiliates, successors and assigns.
ENFORCEABILITY
1. This Agreement contains the entire understanding of the parties and may be altered, amended or modified only by a writing executed by both of the parties hereto; this Agreement supersedes all prior agreements and understandings by and between HPH and the Customer relating to the provisions of this Agreement.
2. Each and every provision of this Agreement shall be independent of, and severable from, each and every other provision hereof; any invalidation by judicial decree, applicable legislation, or otherwise, of any one or more of the provisions hereof shall not impair or affect the validity or enforceability of any other provision or provisions in this Agreement.
HEADINGS
1. The paragraph headings of this Agreement have been inserted for convenience only and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
GOVERNING LAW AND JURISDICTION
1. This Agreement shall be construed and controlled by the laws of the State of Georgia, and the parties further consent to jurisdiction and venue in of the courts in Cherokee County, Georgia. Customer waives all defenses of lack of personal jurisdiction and forum non conveniens.
COUNTERPARTS
1. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
ENTIRE AGREEMENT
1. The terms and conditions contained herein constitute the entire understanding and Agreement of the Parties. No modification of this Agreement shall be of any force or effect unless in writing signed by the Parties.
AMENDMENTS
1. This Agreement and each other Document collectively constitute the entire agreement between HPH and Customer with respect to the Project and may be amended or modified only by a writing signed by the parties to this Agreement or their respective successors and assigns.

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