By using any of our Services, as defined herein, or opening an account or otherwise registering with Voice Pro , LLC at the domain www.businessvoicepro.com , (referred to as "us", "our", "we" or the "Company"), you hereby expressly enter into a binding legal contract with us and agree to be bound by the terms and conditions below and any ancillary documents referred to below. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
The Company helps both Telephone, Advertisers, and Publishers (each as defined below) by providing a way for Advertisers and Services to obtain Interactions from prospective clients; and Publishers are able generate revenue by providing such Interactions through the Voice Pro , LLC platform. A "Lead" shall be defined as contact information and answers to prequalifying questions from a prospective client for an Advertiser; a "Call" shall be defined as a phone call redirect to an Advertiser's number that last at least 60 seconds in length; and a "Click" shall be defined as a visitor redirect to an Advertiser's website.
Please read on to learn the legal terms that govern your use of our website(s), products, services, applications and dashboard (all of which together constitute the "Services", while "Service" in the singular shall refer to any one of the Services). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at email@example.com.
For purposes of the Agreement, "you" or "You" refers to the user (i.e., a Publisher and/or Advertiser and/or Buyer, defined below) of the Services and/or the owner of an account or registration with the Company, and includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with Company to use the Services.
2. Use of Site Subject to Agreement
You agree to use the Site, the Services offered by Company only in accordance with the Agreement. You acknowledge and agree that the Company reserves the right to make changes to the Site, the Services and the Agreement at any time and without prior notification to You. The latest Agreement will be posted on the Site and you agree that the date of posting of the latest Agreement shall be the effective date of any modifications or amendments to the Agreement. Your continued use of the Site and/or the Service and/or maintaining an open account with us after any such modification or amendment shall constitute your consent and agreement to such modifications or amendments. Therefore, you should regularly check the Site for updates and/or changes. If you do not agree to any of the modifications or amendments or object to any changes to the Site or the Services, you must either immediately notify us with details of your disagreement, however, you continue to be bound by the modifications or amendments until the Company agrees in writing to your disagreement, or stop using the Services and close your account with us.
Except for changes by us as described above, no other amendment or modification of the Agreement will be effective unless in writing and signed by both you and us.
The Company shall have an unfettered right to determine whether or not it wishes to enter into this Agreement with you and/or allow you to open an account, access the Site and use the Services; and this right is for the sole benefit of the Company and may be exercised by the Company in its sole and absolute discretion and without the need to act reasonably.
If you are agreeing to the Agreement on behalf of an organization, entity, or other individual, you represent and warrant that you are authorized to agree to the Agreement on that organizations, entity's, or other individual's behalf and bind them to these Agreement (in which case, the references to "you" and "your" in the Agreement, except for in this sentence, refer to that organization, entity, or individual).
If you're using the Services to purchase Interactions, the term "Advertiser" also refers to you; if you're using the Services to post/sell Interactions to Advertisers, the term "Publisher" also refers to you.
You represent and warrant that you are of legal age to form a binding contract (or if not, you have received your parent's or guardian's permission to use the Services and gotten your parent or guardian to agree to the Agreement on your behalf).
Except as provided below, you will only use the Services for your own, personal use, and not on behalf of any third party and only in a manner that complies with all laws that apply to you. If you have the express authorization from a third party to do so, you may use the Services on behalf of such third party, in which case you represent and warrant that you have all rights and authorizations from such third party that are necessary for you to use the Services on their behalf. If your use of the Services is prohibited by applicable laws, then you are NOT authorized to use the Services. We cannot and will not be responsible for your using the Services in a way that breaks any laws of any country or jurisdiction.
5. Sales Agreement
Services will be described in a "Sales Quotation" that shall include: (i) the price, location, and other information about the Services; (ii) the details relating to equipment being offered for sale or lease to Customer; and (iii) if applicable, associated installation, maintenance, shipping or delivery requirements. The Sales Order incorporates by reference these Terms, and when executed by Voice Pro business and Customer, becomes a binding contract between Voice Pro business and Customer. Voice Pro business will provide, and Customer will pay for and receive from Voice Pro business each Service pursuant to the terms and conditions of each Sales Order. Notwithstanding the foregoing, for In-App Purchases only, the "Sales Quotation" shall be deemed to be the description of Services presented to Customer and information provided by Customer within the in-app sign-up process, prior to Customer's confirmation of the purchase of the Services. Upon acceptance of a Sales Order by Voice Pro business, Voice Pro business will provide, and Customer will pay for and receive from Voice Pro business, each Service pursuant to the terms and conditions of each Sales Order and this Agreement. Customer may increase the quantity of Services at existing Customer Locations at any time during the Initial Service Term or Renewal Service Term ("Additional Services") by entering into an addendum or change order that sets forth the specific Additional Services requested. Each such addendum or change order shall be subject to Voice Pro business’ acceptance (including by the rendering of the Additional Services), and upon such acceptance shall be considered an amendment to this Agreement and subject to the terms herein. Service Fees will be increased to reflect the Additional Services, subject to the same pricing and payment terms as are set forth in the applicable Sales Order. Additional Customer Locations must be contracted under new Sales Orders.
6. Terms, Conditions and Policies
These Terms incorporate all additional terms, conditions and policies that are set forth in an addendum, schedule, exhibit or amendment to a Sales Order or this Agreement, or set forth at firstname.lastname@example.org (collectively, the “Terms”). These Terms supersede and replace all terms and conditions set forth in any documents issued by Customer, including purchase orders and specifications not agreed to in writing by the Parties. Voice Pro business may update or replace the Reasonable Use Policy and E911 Acknowledgement from time to time, and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer. In addition, Voice Pro business reserves the right to change any of the Terms at any time, but only on a prospective, not retroactive, basis. Voice Pro business will provide Customer thirty (30) days advance notice basis. In the event the Terms are changed, amended and/or modified pursuant to this Section (herein referred to as a “Policy Change”) and such Policy Change is (a) applicable to Customer, and (b) materially and detrimentally alters any Service and/or the applicable terms and conditions under which such Service is then being provided to Customer, then notice shall be provided through Customer’s invoice or by e-mail to Customer’s email address on file. Upon receipt of notice, Customer will have thirty (30) days to notify Vonage that such changes are materially and adversely impacting, stating specifically which changes are impactful, and the Parties will engage in an up to 30-day executive escalation to reach a mutually agreeable workaround agreement. If agreement cannot be reached on commercially reasonable terms, Vonage may either waive or modify the requirement to Customer's reasonable satisfaction. If Vonage does neither, then Customer can either, within 30 days thereafter, accept the Policy Change or terminate those Services affected by the Policy Changes without termination liability, without the right to continue to use those Services on a month to month basis. Notwithstanding the foregoing, Customer’s right to object or terminate shall not apply to Policy Changes required by applicable law, regulation or governmental authority to which Vonage or Customer is subject, or to acceptable use policy changes mandated by Vonage providers to protect the security, operability and integrity of Vonage facilities, services or factors that would adversely affect its other customers, or to comply with reasonable acceptable use policies of its providers supporting the Services.
7. Marketing Partners & Authorized Distributors
Customer shall provide Voice Pro business, at no cost to Voice Pro business, all permissions, consents or authorizations necessary to activate, maintain, inspect, and repair the products and/or Services and any Voice Pro business Equipment, including (if applicable) the right to access and enter Customer's Location.
9. High Speed Internet Connection Required
Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high speed internet connection to use the Services; and (ii) Voice Pro business is not providing an internet connection for Customer. Voice Pro business does not control and is not responsible for: (i) Customer's internet connection; (ii) the quality of Customer's internet connection; (iii) any third party products and/or services related to Customer's internet connection; or (iv) problems with the Services that are caused by or related to Customer's internet connection. Voice Pro business will not contact any of the internet providers and/or service or product providers on Customer's behalf.
10. User Designation
Customer may designate one or more users to be an account administrator with full administrative control of Customer's account from the Voice Pro business user interface. For most Voice Pro business customers, the primary administrator for your account is known as the Superuser or, in some cases, a primary administrator (collectively hereinafter, "Superuser"). The individual assigned to be the Superuser is an individual designated by Customer through the online sign-up process or, if the agreement was not entered into online, the individual whose name is identified on the Sales Order. The Superuser: (i) has the ability to make changes to the Customer account (e.g., service additions, service deletions, assignment of users, account cancellations, updates to credit cards, etc.); and (ii) is the authorized individual on Customer's account with respect to transferring (or "porting") of your telephone numbers to a carrier other than Voice Pro business. The Superuser may assign one or more additional administrators on the account and may re-assign "Superuser" status to another user. In the event that Customer desires information regarding a customer service record or actual call log details, the information requests must come from Superuser or an administrator. However, Voice Pro business shall respond to these requests by transmitting the requisite information to the email address on file for the Superuser.
a) Company Contact. The "Company Contact" for the account is assigned through the online sign-up process. The Company Contact shall refer to the individual(s) who will receive messages from Voice Pro business concerning matters of general relevance to the account (e.g., notices of updates to the account, billing notices, maintenance alerts, etc.). Such notices are typically provided through electronic mail. A Company Contact may or may not be the Superuser or an administrator for the account.
b) Reassigning Superuser Designation. In the event that Customer seeks to re-assign the Superuser designation on Customer's account and the Superuser is unable to make the change, Voice Pro business requires that Customer either: (i) submit an email from the Superuser's email address on file with Voice Pro business; or (ii) provide a written request, on Customer's letterhead and executed by an officer or owner of the company which Customer represents.
c) Adding Services. Additional Services can be purchased by a Superuser through the Voice Pro business user interface or by calling Voice Pro business Customer Care. Customer hereby authorizes a Superuser to: (i) add Services to Customer's Voice Pro business account; and (ii) commit Customer to pay for these Services on a recurring monthly basis. Customer further authorizes Voice Pro business to obtain payment of Customer's then-current statement balance from Customer each month from Customer's credit card account. A Superuser has the ability to authorize an account cancellation and make changes to the account (e.g., service additions, service deletions, assignment of users, updates to credit cards, etc.) but may not: (i) designate himself/herself as the Superuser or (ii) designate any other user as a Superuser. The ability to purchase Additional Services may restricted or unavailable for accounts opened via an In-App Purchase.
Customer understands and acknowledges that Activation of the Services may require the use of certain Customer Equipment and/or Voice Pro business Equipment.
a) Customer Equipment. Customer represents that it owns or otherwise has the right to use the Customer Equipment in connection with the Services. Customer shall be fully responsible for the installation, maintenance, repair and operation of any Customer Equipment. Voice Pro business shall not be responsible for ensuring compatibility of any Customer Equipment with Voice Pro business Equipment.
i. Voice Pro business may, upon Customer's request, facilitate the provision of equipment from a third party supplier or resell certain equipment. While Voice Pro business recommends some equipment brands and may facilitate Customer's purchase of some equipment as an accommodation, the original equipment manufacturer and not Voice Pro business shall be responsible for any equipment defects, if applicable. Voice Pro business will pass through all original equipment manufacturer warranties for the equipment to you. Voice Pro business shall have no liability to Customer of any nature regarding such equipment. Please check the equipment manufacturer's website for warranty, return rules and other terms and conditions applicable to such third party equipment.
ii. Purchased equipment may not be returned to Voice Pro business unless otherwise directed. ALL EQUIPMENT SALES ARE FINAL. Equipment sold by Voice Pro business to Customer may be returned to the manufacturer solely in the event of a defect which arises within the applicable warranty period, provided Customer complies with the terms of this Section and the Return Materials Authorization ("RMA") policy. Prior to returning the equipment, Customer must contact Voice Pro business so that Voice Pro business may confirm the correct location to send the equipment, confirm that a defect exists to process a warranty claim on behalf of Customer, and to provide a RMA number. Customer must ship the equipment to the address provided by Voice Pro business in accordance with all RMA procedures within ten (10) days after receipt of a RMA number, including the payment of all shipping fees. Once the equipment is received, if applicable the original equipment manufacturer will handle the return in accordance with its applicable warranty policy.
b) Voice Pro business Equipment. With respect to Voice Pro business Equipment rented, leased, loaned or otherwise provided by Voice Pro business for use by Customer, Customer will not: (i) repair or otherwise modify any Voice Pro business Equipment without Voice Pro business' prior written consent; or (ii) create or allow any liens or other encumbrances to be placed on any Voice Pro business Equipment. Customer must notify Voice Pro business prior to relocating any Voice Pro business Equipment.
i. Customer will use commercially reasonable efforts to protect and maintain Voice Pro business Equipment in a secure location at the Customer Location within conditions (including room temperature) that are customary and reasonable for such equipment, and shall be fully liable for all costs, charges or expenses associated with damage to or loss, including the replacement cost of Voice Pro business Equipment beyond normal wear and tear.
ii. During the Term of any applicable Service, Voice Pro business shall repair or replace defective Voice Pro business Equipment rented (or otherwise provided by Vonage for use) by Customer. Notwithstanding the foregoing, Voice Pro business shall not be obligated to replace Voice Pro business Equipment if it is determined by Voice Pro business that Customer or another third party is responsible for damage to Voice Pro business Equipment. Customer will be responsible for the replacement cost of such damaged equipment.
iii. Voice Pro business Equipment (and replacements) may be refurbished equipment.
iv. Upon the termination of this Agreement or any Service, or if Customer is returning Voice Pro business Equipment during the Service Term, Customer must contact Voice Pro business for the relevant RMA information. Customer shall securely pack, ship and return to Voice Pro business all Voice Pro business Equipment in accordance with the RMA instructions to the address designated by Voice Pro business. Failure to obtain an RMA and/or to adhere to Voice Pro business’ RMA instructions will give rise to Customer’s full liability for the replacement cost of the Voice Pro business Equipment. The RMA must be received before the Vonage Equipment may be shipped back to Voice Pro business. All wires, cables and power supplies provided with the Voice Pro business Equipment must be returned with the Voice Pro business Equipment. If the Voice Pro business Equipment has not been timely returned to Voice Pro business within thirty (30) days after the termination of the applicable Service, Voice Pro business shall invoice Customer and/or charge Customer's method of payment, and Customer shall pay, for the full replacement value of any Voice Pro business Equipment. The “replacement cost” shall be the then current list purchase price of the Voice Pro business Equipment. Voice Pro business Equipment remains the property of Voice Pro business at all times and Voice Pro business reserves all other rights and remedies, including retrieval. Customer will not withhold access to Voice Pro business to retrieve unreturned equipment, and in such case, Vonage may charge Customer's selected method of payment, and Customer will pay and be liable for up to a one thousand dollar ($1,000.00) equipment return fee per Customer location in the event Customer does not pay for such unreturned Voice Pro business Equipment, and Voice Pro business is required to retrieve such equipment (which is a non-exclusive remedy to obtaining the replacement cost chargeable to Customer, as applicable).
a) Non-Exclusive License. If Software is provided by Voice Pro business in connection with Services, Voice Pro business grants to Customer a personal, limited, revocable, non-exclusive, non-assignable and non-transferable license to use the Software, in object code form only, solely for the purpose of using the Service(s). This license will permit such use by Customer and any of its employees or contractors (but only within the scope of their employment or services with Customer) authorized by Customer to use the Service, provided that Customer shall be responsible for all uses of the Service as provided in this Agreement. This license commences upon Voice Pro business' acceptance of the Sales Order for the Service and terminates immediately upon the expiration or termination of this Agreement for any reason. Customer shall return or destroy all Software and any related written material, together with any copies, in its possession or under its control promptly upon the expiration or termination of this Agreement for any reason. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void and may result in termination by Voice Pro business of this Agreement and the license. No other licenses or rights to the Software are granted or implied.
b) Software Upgrades and Modifications. Voice Pro business reserves the right to upgrade the Software or discontinue support for earlier versions of the Software at any time, provided that such upgrade will not materially alter the features and/or functionality of the Services. Customer agrees to implement promptly all fixes, updates, upgrades and replacements of Software and Third Party Software as directed by Voice Pro business or by the third party providers of Third-Party Software. Voice Pro business shall not be liable for inoperability of the Services due to failure of Customer to timely implement the required changes.
c) End User Licenses. Certain Software Voice Pro business provides to Customer may contain third-party software ("Third-Party Software"), including open source software. Use of such Third-Party Software may be governed by separate copyright notices and license provisions, which may be found or identified in documentation or on other media delivered with the Third-Party Software and which are incorporated by reference into this license. Notwithstanding any other terms in this Section 9, such provisions shall govern the use of Third-Party Software. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires or this Agreement is terminated.
d) Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software. The Service(s), Voice Pro business Equipment and Software and all information, documents and materials on Voice Pro business's website(s) are protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All website content, corporate names, service marks, trademarks, trade names, logos and domain names of Voice Pro business are and shall remain the exclusive property of Voice Pro business or its Affiliates and nothing in this Agreement shall grant Customer the right or license to use any of the foregoing. Customer agrees that the Voice Pro business Equipment is exclusively for use in connection with the Service and that Voice Pro business will not provide any passwords, codes or other information or assistance that would enable Customer to use the Voice Pro business Equipment for any other purpose. If Customer decides to use the Service through an interface device not provided by Voice Pro business (which Voice Pro business reserves the right to prohibit in particular cases or generally), Customer warrants and represents that it possesses all required rights, including software and/or firmware licenses, to use that interface device with the Service and Customer will indemnify, defend and hold harmless Voice Pro business from and against any and all liability arising out of Customer's use of such interface device with the Service. Customer may not undertake, cause, permit or authorize the modification, creation of derivative works, or translate, reverse compile, disassemble, hack or reverse engineer, or otherwise attempt to derive the source code from the binary code of the Software.
13. Service Term and Service Cancellation
a) Service Term; Notice of Cancellation. The Service Term will begin on the Activation Date. Sales Orders which describe delivery of Service to multiple Customer Locations may identify multiple Service Dates and Service Terms.
i. Month-to-Month Services. For Services provided on a month-to-month basis, Customers may terminate the Services by providing at least 30-days’ notice, with termination being effective the month following the month notice was provided.
ii. Fixed Term Services. For Services provided on a fixed-term basis, the Service Term will automatically renew for a Renewal Service Term (with automatic renewal of subsequent Renewal Service Terms) equal in length to the previous Service Term unless either Party terminates the Service(s) by giving the other Party written notice of non-renewal not less than ninety (90) days prior to the expiration of the then-current Service Term. The Service Term shall continue unless and until Customer provides notice of cancellation in accordance with this Section 10, or Voice Pro business terminates the Services in accordance with the terms set forth herein. Notwithstanding notice by a Party to terminate this Agreement, Services will remain in effect through the effective date of termination and the terms and conditions of this Agreement and the applicable Sales Order(s) will continue to apply to such Services. Upon termination of the applicable Service Term, Voice Pro business will not be obligated to furnish the Services to Customer; provided however, if Voice Pro business continues to provide Services and Customer accepts and continues to use the Services after termination of the Service Term, such use shall be on a month-to-month basis and Customer shall be obligated to pay for such Services at then-current monthly rates for such Services. Either party may terminate such month-to-month term pursuant to Section 10.a.i. above.
b) Early Termination Charges - Fixed Term Services.
i. Customer Cancellation and Termination Charges Prior to Activation Date. If Customer cancels all or any part of the Service prior to the Activation Date for the applicable Service for convenience, except as may be expressly permitted by this Agreement, Customer’s liability for such cancellation shall be an amount equal to: (a) all charges (including applicable taxes) incurred by Voice Pro business as a result of such cancellation, including recurring and non-recurring charges, third-party license fees/costs, or early termination fees or charges associated with any other Service; plus (b) three (3) months of the forecasted monthly recurring charges or monthly commitment level payments for the cancelled Service. Voice Pro business may automatically charge Customer’s selected method of payment or Customer shall pay such cancellation amount immediately upon receipt of an invoice therefore, at Voice Pro business’ option.
ii. Customer Cancellation and Termination Charges After Activation Date. If Customer is subject to a minimum Service Term in excess of thirty (30) days and terminates specified Service(s) after the applicable Activation Date for convenience, Customer must provide at least thirty (30) days’ written notice to Voice Pro business. If Customer does so, or if Service is terminated by Voice Pro business hereunder as the result of Customer’s default, Customer shall pay Voice Pro business a termination charge equal to the sum of: (i) all unpaid amounts for Service actually provided; (ii) a prescribed percentage of the remaining monthly recurring charges as of the date of termination through the end of the Service Term; (iii) if not recovered by the foregoing, any termination liability/costs payable to third parties resulting from the termination; and (v) applicable Taxes and Fees on all of the foregoing. Voice Pro business may automatically charge Customer’s selected method of payment or Customer shall pay such cancellation amount immediately upon receipt of an invoice therefore, at Voice Pro business’ option.
iii. Early Termination Fees and Charges. Customer understands and agrees that Voice Pro business will incur substantial losses upon an early termination of Service, which may include: (i) upfront costs from third-party service providers and subcontractors; (ii) commitments to subscription-based services related to the provision of the Services; (iii) allocation of substantial labor force resources to mobilize for the provision of the Services; (iv) substantial opportunity costs and lost profits. Customer acknowledges and agrees that the precise losses incurred by Voice Pro business as a result of an early termination are difficult to ascertain and that the early termination charges set forth in this Section 10 are fair and reasonable estimates of Voice Pro business’ anticipated and actual damages, and not a penalty.
c) Additional Termination Obligations. Upon termination, expiration or cancellation of the Services, Customer shall discontinue use of any Voice Pro business Services, including Voice Pro business-provided telephone numbers, log-ins, voicemail access numbers or any web portal sites assigned to Customer by Voice Pro business.
d) Cancellation Process. The Agreement may be cancelled by Customer only through the Superuser by contacting Voice Pro business’ Customer Care by telephone during normal business hours. (If Customer contacts a Marketing Partner or Authorized Distributor to cancel the Services or any portion thereof, that Marketing Partner or Authorized Distributor will collect the pertinent information and provide the information to Voice Pro business to effect cancellation in accordance with Customer's instructions.) CUSTOMER MAY CANCEL SERVICES ONLY THROUGH THIS METHOD. VOICE PRO BUSINESS WILL NOT ACCEPT CANCELLATION VIA EMAIL, FAX, SMS OR OTHER ELECTRONIC METHODS. FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS SECTION WILL RESULT IN ONGOING SERVICE CHARGES, FEES AND TAXES. Voice Pro business will provide Customer with email confirmation of the Services cancelled. If Customer does not receive a confirmation of Service cancellation, Customer must notify Voice Pro business by sending an email to email@example.com or contact Voice Pro business Customer Care by telephone.
e) Additional Termination Obligations. Upon termination, expiration or cancellation of the Services, Customer shall discontinue use of any Voice Pro business Services, including Voice Pro business-provided telephone numbers, log-ins, voicemail access numbers or any web portal sites assigned to Customer by Voice Pro business.
f) Ancillary Services Termination. In the event Customer subscribes to ancillary services provided by Voice Pro business (including such things as voicemail recording, call recording, etc.), cancellation of the Services for any reason shall also result in the cancellation of such ancillary services.
g) In-App Purchases. Sections 10(a) through (e) above shall not apply for Services purchased via In-App Purchase. Services purchased via In-App Purchase are provided on a monthly basis and the Term will begin on the Activation Date. The terms of service for the app store from which Customer downloaded the mobile application shall govern renewals, refunds and cancellations of the Services, and such terms are hereby incorporated by reference.
14. Billing, Credit, and Payment
a) Billing and Payment Processing.
i. Payment of Invoices. Invoices are delivered monthly. Except for usage based fees, all fees are due in advance on the first day of each billing period. Fees may include monthly recurring charges ("Service Fees") and other non-recurring charges including but not limited to, activation fees, porting fees, early termination fees ("ETF"), and other fees further described in Section 12 (collectively, "Fees"). All usage based charges (including charges for international calls) are due and payable in arrears on the first day of each billing period following the month they were incurred. Customer agrees to pay for all equipment as the equipment order is processed and set up fees upon acceptance of the Sales Order. Customer agrees to pay for the first month of Services upon Activation of the Services. Failure to pay all undisputed amounts in full may result in account suspension pursuant to this Section and Section 27.a, and Voice Pro business shall have no liability for such suspension under any circumstances. In the event that Customer's use of the Services involves usage-based charges, Voice Pro business may, in its sole discretion, process charges against Customer's payment method prior to Customer's regular monthly billing cycle date.
ii. Customer agrees to pay Voice Pro business the recurring monthly service charges, Taxes and Fees, Shipping and Handling, set-up charges and usage charges, if applicable, for Customer's use of the Services. Voice Pro business may also charge, and Customer shall pay all recurring and nonrecurring costs, charges and expenses incurred by Voice Pro business for Customer's benefit in connection with installation, delivery or implementation of the Services (collectively, the "Special Install Costs"). For clarification and by way of example, standard installation does not include (and the following may comprise a portion of any Special Install Costs) core drilling, wiring extensions for excessive distances, installation of new conduit runs, installation of water proof shielding, installation of aerial circuit runs, or removal of hazard materials, as determined by Voice Pro business at its sole discretion. Billing will commence on the Activation Date. Customer agrees to provide Voice Pro business with a valid email address, billing address, and a valid payment method prior to activation of Service. Customer shall advise Voice Pro business immediately if Customer's Company Contact or Superuser email addresses change and/or if the payment method changes or expires.
b) Payments via Credit Card or ACH. With respect to all amounts chargeable to Customer under this Agreement, Customer authorizes Voice Pro business to: (a) automatically bill the credit/debit card Customer provided on the same day of each month; or (b) automatically debit (charge) Customer's checking account electronically via ACH on the same day of each month. "ACH" shall mean the automated clearing house, which is the nationwide network of banking institutions that process electronic payments automatically between bank accounts. Customer agrees that Voice Pro business may receive updated information about Customer's account from the financial institution issuing Customer's credit/ debit card. Customer's payment method is also subject to charge for applicable fees and charges arising from a cancellation of Service or required Voice Pro business Equipment returns.
c) Alternative Payment Methods. Under certain circumstances, and except for pre-paid cards, Voice Pro business may agree to accept alternative payment methods. In such case, Customer shall agree to Voice Pro business' reasonable requirements, as well as certain fees, related to the aforementioned pre-approved, alternative payment methods. In such case, Customer authorizes Voice Pro business to either: (a) use information from the check to make a one-time electronic transfer from Customer's account as soon as the Customer submits the payment; or (b) to process the check as a check transaction, in which case Customer may not receive the check back from Customer's financial institution. In the event that Customer presents a check to Voice Pro business for payment that is returned by Customer's bank for non-sufficient funds, Voice Pro business may suspend or terminate the account pursuant to Section 27.a. Customer shall pay a reconnect fee to re-activate service as set forth in Section 11. iv. Late payments and returned checks are subject to late payment fees and returned check fees, respectively.
d) Suspension of Services. Failure to pay all undisputed amounts in full may result in suspension of Services pursuant to Section 27.a and Voice Pro business shall have no liability for such suspension under any circumstances. During any period of suspension, Services and features and functions of the Services (including, but not limited to call recording service and any other service Voice Pro business is providing) will be unavailable to Customer until the undisputed amount owed is paid in full. Customer will be unable to record calls or access any data or recordings that have previously been stored by Voice Pro business. If Voice Pro business restricts, suspends or terminates Customer’s Services pursuant to Section 27.a., Customer remains liable for all Service Fees during any suspension period. Voice Pro business may, at its sole option, choose to restore Customer’s Services. A restoration fee of $25.00 may apply and any overdue charges must be paid in full. Such restoration shall not be construed as a waiver of Voice Pro business’ right to (i) receive full payment for all Service Fees due or (ii) again restrict, suspend or terminate the Services at any time for non-payment of any unpaid charges. The failure of Voice Pro business to restrict, suspend or terminate the Services for non-payment of any charges shall not operate as a waiver or estoppel to restrict, suspend or terminate Services of such account for non-payment of current or future charges.
e) Billing Disputes. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed) to the address below on or before the due date. In the event Customer intends to dispute amounts already paid in full, Customer must submit notice of such dispute in writing within ninety (90) days from the date of the invoice (such date at the end of such period being the "Dispute Due Date"). After receipt of notice of the dispute, Voice Pro business shall undertake an investigation of the dispute, so long as Customer has not waived its rights pursuant to this paragraph to make the dispute. At the conclusion of the investigation, Voice Pro business will notify Customer of the amount to be correctly charged and such amount will become immediately due and payable. Voice Pro business may charge interest on such amount from the date originally due. If the dispute notice is not sent by the Dispute Due Date, Customer waives all rights to dispute the applicable charges, unless otherwise provided by law. All billing disputes must be sent to:
Voice Pro, LLC
8500 Leesburg Pike, Suite 411, Tysons, VA 22182
If Customer does not deliver full payment for all undisputed billed charges by the due date, Voice Pro business may restrict, suspend or terminate use of the Services or Voice Pro business Equipment pursuant to Section 27.a. Customer shall also reimburse Voice Pro business for all reasonable attorneys' fees and other costs incurred by Voice Pro business relating to collecting delinquent payments or Customer's non-payment breach of this Agreement. Voice Pro business may also apply other payments made by Customer towards any past-due undisputed amounts owed. If Voice Pro business restricts, suspends or terminates Customer's Services, Voice Pro business may, at its sole option, choose to restore Customer's Services prior to the payment of all charges due. Such restoration shall not be construed as a waiver of Voice Pro business' right to (i) receive full payment for all undisputed amounts due or (ii) again restrict, suspend or terminate the Services pursuant to Section 27.a at any time for non-payment of any unpaid undisputed charges. The failure of Voice Pro business to restrict, suspend or terminate the Services for non-payment of any undisputed charges shall not operate as a waiver or estoppel to restrict, suspend or terminate Services of such account for non-payment of current or future charges.
f) Additional, Unrelated Charges. Customer acknowledges that Customer may incur charges while using the Service in addition to those billed by Voice Pro business. For example, Customer may incur charges as a result of accessing certain on-line services or purchasing or subscribing to certain other offerings. Customer agrees that all such charges, including all applicable taxes, are the sole responsibility of Customer, and Customer covenants to timely pay all such charges.
g) In-App Purchases. The terms of service for the app store from which Customer downloaded the mobile application shall govern payment for the Services, and such terms are hereby incorporated by reference. Failure to comply with such terms may result in the suspension or termination of Services. Due to payment notification requirements of certain app store platforms, Customer may be required to open their mobile app to enable automatic delivery of their monthly subscription payment notification to Voice Pro business. If Customer fails to open (or if Customer deletes) their mobile app within fourteen (14) days after the end of the prior monthly subscription period, Voice Pro business may not receive payment notification despite Customer's account having been charged by the app store platform. If Voice Pro business does not receive payment notification within fourteen (14) days after the end of the prior monthly subscription period for any reason, Customer's account may be suspended or terminated/
15. Taxes and Fees
Prices for Services do not include, and Customer is responsible for, all Taxes and Fees. Customer may also be charged taxes by a Marketing Partner or Authorized Distributor for non-Voice Pro business products and services sold or licensed by that Marketing Partner or Authorized Distributor in connection with Customer's order for Voice Pro business Services. In addition, a regulatory recovery fee for every phone number assigned to Customer's account, including toll free and virtual numbers, will be charged monthly to offset costs incurred by Voice Pro business in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and related legal and billing expenses. This recovery fee may also include recovery of costs for legal, intellectual property, cybersecurity, compliance and other related expenses, including those related to number portability, customer privacy protection and anti-fraud protection. This fee is not a tax or charge required or assessed by any government and may be recovered by Voice Pro business through imposition of a surcharge on cost of the Service. Customer may present Voice Pro business with an exemption certificate eliminating Customer's and Voice Pro business's liability to pay certain Taxes and Fees. If any amounts paid for the Services are refunded by Voice Pro business, Marketing Partner or Authorized Distributor, applicable taxes may not be refundable. The foregoing shall not apply to In-App Purchases. The terms of service for the app store from which Customer downloaded the mobile application shall govern taxes and fees for the Services, if any, and such terms are hereby incorporated by reference.
16. Regulatory and Legal Changes
Voice Pro business may discontinue, limit, modify any Service, or impose additional requirements to the provision of any Service, as may be reasonably required to comply with any Applicable Laws. If changes in Applicable Laws materially and adversely affect delivery of Service (including the economic viability thereof) or would impose further compliance requirements, then Voice Pro business will provide notice to Customer (in accordance with Section 37(e)) to the extent that said changes impact Customer's obligations and details of regulatory changes and if requested by Customer, the Parties will use good faith efforts to negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within thirty (30) days after Voice Pro business’s notice requesting renegotiation, Voice Pro business may, on a prospective basis after such 30-day period, pass any increased costs (if applicable) resulting from such changes on to Customer; provided, however, that Voice Pro business shall provide Customer written notice of any increased costs or charges and Customer may upon notice given to Voice Pro business within sixty (60) days after delivery of the notice of the increased charges terminate Service without liability for an early termination fee or charge. If Customer does not terminate Service within such 60-day period, Customer’s termination right shall expire and Customer shall be obligated to accept and pay for the Service until expiration or termination of the Service Term.
17. Metered Usage
There are certain calls which will incur additional usage charges, such as calls made outside of the United States and Canada (“International Calls”). In addition, certain features such as call forwarding from auto attendants to an outside number, calls to a queue, and each line on a conference bridge will incur charges at the then current rate established by Voice Pro business. Metered usage is billed in full-minute increments, and actual usage is rounded up to the next full-minute increment at the end of each call for billing purposes. International Calls may not be made available for certain types of Services.
18. Bundled Usage
Voice Pro business or its Marketing Partners or Authorized Distributors may offer bundled plans which include a defined combination of services and which may offer a specified number of minutes or unlimited usage. Bundled plans may also include usage based charges that differ from other Voice Pro business, Marketing Partner or Authorized Distributor plans. In some bundled plans, the number of minutes used may be aggregated into a pool of minutes available to extensions on an account with excess usage charges applying for any usage above the allotted aggregate minutes at a specified rate.
19. Unlimited Calling & Unlimited Voice Services
For unlimited calling plans, unlimited calling applies only to calls made within the United States and Canada, and are subject to Section …. All non-Canadian international calls are subject to additional charges. Unlimited voice services are provided solely for live dialog between two individuals. Unlimited voice services may not be used for conference calling, call forwarding, monitoring services, data transmissions, transmission of broadcasts, transmission of recorded material, or other connections which do not consist of substantially uninterrupted live dialog between individuals. If Voice Pro business finds that Customer is using an unlimited voice service offering for other than live dialog between two individuals, Voice Pro business may, at its option, terminate Customer's service or change Customer's plan. Voice Pro business may provide commercially reasonable written or email notice that it intends to take any of the above actions. Notwithstanding the foregoing, Customer shall be entitled to use Voice Pro business conference calling services such as three way calling and Voice Pro business-provided conference calling bridges. See Section 19 below for additional limitations pertaining to Customer's use of unlimited voice services.
20. Ancillary Services; Voicemail and Call Recording Retention Policy
a) Caller name identification (i.e., caller ID with name) Services provided by Voice Pro business are based on availability of such Services from Voice Pro business' underlying providers. Voice Pro business does not guarantee that such Services are available for all numbers in all serving areas.
b) Each voicemail message and call recorded by Voice Pro business is retained for ninety (90) days from the date the message was recorded. Following said retention period, the recordings are automatically purged.
c) In the event Voice Pro business is providing any other ancillary service, all of Customer's data associated with such ancillary service, including all recordings, will be deleted. In the event that an end user account is cancelled or terminated prior to the termination of all of Customer’s Services (whether by the Customer or due to termination of the Services), the user data associated with such end user account and related ancillary services will be deleted per Section.
d) Certain Services provided by Voice Pro business may be subject to separate end-user license agreements ("EULAs"). The terms of such EULAs will be provided to Customer and shall be binding upon the parties to this Agreement. If any such EULAs, or any provisions in such EULAs, are held to be unenforceable for any reason, the terms of this Agreement shall apply with respect to the supply of that Service.
e) Voice Pro business may introduce new ancillary Services to new and existing customers. Such ancillary Services may sometimes be offered on a trial basis for a specified period of time during which fees may or may not apply to Customer. In some cases, the terms of a trial may involve an automatic re-enrollment at the end of the trial unless the customer opts out of the trial and/or cancels the service during the term of the trial. In no event shall Voice Pro business impose Service Fees on Customer for ancillary services without providing Customer the opportunity to opt-out of the trial and/or to cancel the ancillary Service during a no-cost trial period.
f) Voice Pro business offers additional training and support packages for purchase. The details associated with cancelling those support packages can be found at our website.
21. Use of the Services
Customer shall use the Services only in a manner that fully complies with all Applicable Laws, as well as the terms and conditions of this Agreement. Use of the Vonage Equipment, the Services or other action that is in violation of this Section or that causes a disruption in the Voice Pro business network integrity, or in Vonage's determination threatens or compromises the security of Voice Pro business, its vendors, its other customers or the Services whether directly or indirectly, is strictly prohibited and permits Voice Pro business to suspend or terminate the Services without prior notice at the sole discretion of Voice Pro business and further permits Voice Pro business to disclose any relevant information, including Customer Confidential Information, to necessary authorities or third parties. In the event Voice Pro business is required to suspend Services pursuant to this Section…., Customer will be provided with notice as soon as reasonably practicable following any such suspension. Voice Pro business shall have the right, in its sole, but reasonably exercised discretion, not to accept, transmit or deliver any messages or content that it reasonably believes contains inappropriate content or that is, or could reasonably become, the subject of any legal, regulatory, or other governmental proceeding or process, including a law enforcement proceeding, process, or inquiry.
22. Refund Policy
Please here to review our refund policy for details. We try to provide the best services or product. However, we don’t give any refund or issue any prorated fees due to nature of the product. We work closely with every customers and replace if we have any portion of bad data for targeted data. We can’t give the guarantee of accuracy of 100% products or telephone services. Please click here for details refund policy.
23. User ID
You may be required to sign up for an account, and select a password and user name ("User ID"). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don't have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You must protect the security of your account and your password. You are solely responsible for any activity associated with your account.
24. Representation and Warranty on Use
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
a) Infringes or violates the intellectual property rights or any other rights of anyone else (including the Company);
b) Violates any law or regulation;
c) Violates the terms and conditions or any other policies governing the Services and any third-party services, websites or businesses that you may use in connection with the Services, including but not limited to Google and Microsoft, etc.
d) Directly or indirectly, resells or attempts to resell any Interactions purchased from through the Services;
e) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable as determined by the Company in its sole and absolute discretion;
f) Jeopardizes the security of your account or anyone else's (such as allowing someone else to log in to the Services as you);
g) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
h) Violates the security of any computer network, or cracks any passwords or security encryption codes;
i) Runs Mailing list, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure). We provide the email or mailing list from our best resources or wholesalers but does not give any guarantee of the quality or does not take any responsibilities of the nature uses or services.
j) "Crawls," "scrapes ," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
k) Engages in a practice known as "cloaking" with respect to any hyperlinks provided in your submissions in order to misdirect or redirect traffic;
l) Manipulates or otherwise misrepresents Internet traffic, or Interactions in any way;
m) Is not in good faith or otherwise not for the purposes for which the Services were intended;
n) Copies or stores any significant portion of any Content; or
o) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services or the Site.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
25. Intellectual Property
a) The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, videos, images, illustrations, User Submissions, and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You hereby agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you will not access, download, use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit (each of the foregoing, a "Use" and collectively "Uses") for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content (including by purchasing the ability to Use such Content in a specific manner, or for a specific purpose, through the Company) or (ii) in a way that violates someone else's (including the Company's) rights.
b) Unless otherwise expressly set-out in writing by you to the Company, for as long as you have an account with us, you agree to provide royalty free, non-exclusive license to the Company to use your name and logo for purposes of the marketing of the Company's Services.
c) Your access to or providing of Content must comply with these Terms and Conditions (including all associated policies).
d) The Company, in its sole and absolute discretion and without the need to act reasonably, may, at any time, reject, remove and/or delete any and all Content you, directly or indirectly, submit or attempt to submit to the Company through the use of the Services without notice to or permission from you.
e) You understand that the Company owns the Services. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.
f) The Company does not endorse and has no control over any User Submission. The Company cannot and does not guarantee the authenticity of any data which users (including Advertisers or Publishers) may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
h) For all User Submissions, you hereby grant the Company a license to translate, modify (for technical purposes, for example making sure your content is viewable on mobile devices as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
i) If you store a User Submission in your own personal Company account, in a manner that is not viewable by any other user except you (a "Personal User Submission"), you grant the Company the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
j) If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a "Limited Audience User Submission"), then you grant the Company the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
k) If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a "Public User Submission"), then you grant Company the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all of the Company's users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
l) You agree that the licenses you grant are royalty-free, perpetual, sub-licensable, irrevocable, and worldwide, provided that when you delete your Company account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from our records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
m) Finally, you understand and agree that the Company, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
26. Copyright Infringement
We respect others' intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, view our Copyright Dispute Policy.
27. Access and Use at Your Own Risk
a) Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk. You expressly acknowledge and agree that the Company is not liable under any circumstances for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby forever and unconditionally release us from all liability for you having acquired or not acquired Content through the Services. We cannot and do not guarantee the identity, personal background, education, abilities, skills, qualifications or any other quality of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
b) You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
c) The Company does not guarantee that any Content or User Submissions will be made available on the site or through the Services. The Company has no obligation to and may not monitor its site(s), the Services, Content, or User Submissions. However, the Company reserves the right to (i) remove, edit or modify any Content in its sole and absolute discretion, including without limitation any User Submissions, from the Services at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims of allegations from third parties or authorities relating to such Content or if the Company is determines in its sole and absolute discretion that you may have violated the Agreement), or for no reason at all and (ii) to remove or block any User Submission from the Services.
e) Your interactions with third party organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that the Company shall not be and is not responsible or liable for any loss or damage of any sort incurred as the result of any such third party dealings.
f) If there is a dispute between participants on this site, or between users and any third party, you agree that the Company is under no obligation and not required to become involved in any way, and you further agree that Company is not required to provide you with any data, information or any other support or services to assist, contribute to your dispute resolution. Any assistance the Company may provide, in its sole and absolute discretion, to you in the event of an aforementioned dispute is provided on an " as is" basis and the Company does not represent or warrant that any such assistance provided is adequate, will serve its intended purpose or will help you in any way. The Company, by providing any assistance at any point, does not obligate it to continue to provide assistance and the Company may cease providing assistance at any time in its sole and absolute discretion; and furthermore the Company, by providing assistance to you, does not obligate it or prevent it to not provide assistance to the party with whom you are having the dispute. By accepting any such assistance from the Company, you hereby agree to i) accept such assistance strictly under any terms and conditions the Company may require that is not set out herein; ii) agree to forever and unconditionally release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to the assistance provided; and iii) agree to fully indemnify and hold us harmless from any and all liability, claims, causes of action, penalties, government sanctions, damages or other losses against us arising out of or in connection with such assistance.
g) Furthermore, in the event that you have a dispute with one or more other users or participants on this site or between users and any third party, you hereby forever and unconditionally release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You further hereby waive any legal right you may have to require the Company to provide to you any data, information, affidavit, testimony or any other support or assistance; or should the waiver be ineffective, you agree to pay for all costs incurred by the Company to provide to you any data, information, affidavit, testimony or any other support or assistance. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.". All legal issues must be settled under the Common Wealth of Virginia.
28. Fees: Advertisers
a) Through the Services, you can manage each of your "Campaigns" for the purpose of obtaining Interactions from Publishers. You can choose the total cost you are willing to pay for each Campaign ("Campaign Budget") and how much you are willing to bid for Interactions, and the Company will retain a share of the amount paid for each Interaction based on its payment arrangements with Publishers (the "Revenue Share"), which may be kept confidential from the Advertiser and other Publishers, and the Company may also charge for credit card processing fees, transaction fees and applicable taxes. Publishers will be paid up to an aggregate maximum of your Campaign Budget (less the Company's share). The Company shall have the sole and absolute discretion, without the need to act reasonably, to determine how the bidding process and sale process for the Interactions are established, and you agree to follow such processes as established by the Company.
b) You must submit payment in accordance to the Payment and Refund Policy.
c) The Company retains the right, but does not have the obligation, to immediately halt the offering of any Campaign, prevent or restrict access to the Services or take any other action in case of technical problems, objectionable material, inaccurate information, non-payment of any amounts owed to the Company or actions otherwise prohibited by the procedures and guidelines contained on the Services, or for any other reason in the sole and absolute discretion of the Company, and to correct any inaccurate listing or technical problems on the Site.
d) Unless otherwise expressly agreed in writing by us, as between you and the Company, you are solely responsible for and shall pay all royalties, fees and other monies owed to any person or entity arising out of the use, sale, distribution or other exploitation of any intellectual property on, through or in connection with the Services.
e) Due to the market nature, Voice Pro , LLC keeps the full rights to change the terms and pricing at any time or decline the existing contract or transfer the service to a new Vendor or Supplier. The buyer keep our both companies and its successor in a harmless position.
29. Fees: Publishers and other users
a) As a Publisher, you will be paid for each Interaction that is purchased by an Advertiser. The amount you will be paid an amount that the Advertiser actually paid less the Revenue Share, which shall be retained by the Company as payment for its Services, and less any charges for credit card processing fees, transaction fees and applicable taxes.
b) The Company shall have the absolute right, exercisable in its sole and absolute discretion, to adjust the Revenue Share on a per-Publisher basis, and shall have the absolute right, exercisable in its sole and absolute discretion, to maintain the confidentiality of the Revenue Share amount from other Publishers and Advertisers.
c) Payments to you shall be paid pursuant to Article 13.
30. Credits and Payment
a) Publishers: Unless otherwise agreed upon in writing or posted by the Company in your account, when, and only when, the total aggregate value of unpaid Credit in your account exceeds $500 USD, but in no event more frequently than once a month, a payment will be sent. Generally, the Company will provide payment on the first business day that is THIRTY (30) days after end of the calendar month for the Credits earned in such calendar month plus residual Credits from all previous months, provided that the total amount exceeds $500 USD. The Company may use, at its sole and absolute option and discretion Google Wallet, Stripe, PayPal, or a similar service (each a "Third Party Payment Service"), or wire transfer, direct deposit or mailing of a check or other means, to send payments to you. If it is prepaid monthly services, you can cancel the subscriptions any time.
b) The Company is not responsible for any additional fees Publishers or Advertisers may incur in receiving, collecting, or otherwise redeeming, or sending or otherwise transmitting Credits or payments from or to a Third Party Payment Service. Whether you are using us and our Services as a Publisher or an Advertiser, you are solely responsible for any additional taxes and levies (including but not limited income taxes, government remittances and excise/sales taxes) or third party fees (including, but not limited to, all third party license and service fees) you incur as a result of or in connection with your use of the Services. For greater clarity, unless otherwise set out in writing, all amounts paid to you by the Company includes any or all additional taxes and levies (including but not limited income taxes, government remittances and excise/sales taxes) or third party fees (including, but not limited to, all third party license and service fees).
c) If there are any allegations or suspicions that the Publisher is engaging in illegal, fraudulent or dishonest activity or engaging in any activity that is in breach of this Agreement, which, for greater certainty, includes all of the Company's policies, any and all unpaid Credit for such Publisher may be withheld indefinitely or forfeited to the Company, and the Company shall have the unfettered right, to be exercised in its sole and absolute discretion and without the need to act reasonably, to do so. You agree that the final determination of whether a Publisher has engaged in illegal, fraudulent or dishonest activity shall be made the Company, acting reasonably.
31. Buyer Specific Terms
a) A "Buyer" is defined as a person, corporation or other organization who provides information to the Company for the purposes of seeking a quote for or more information in regards to product(s) and/or service(s), where such information is provided in connection with the activities of a Publisher.
c) By providing information to the Company for the purposes of seeking a quote for or more information in regards to product(s) and/or service(s), where such information is provided in connection with the activities of a Publisher, you are entering into an agreement with the Company which shall include all of the terms and conditions herein, together with any and all applicable policies referred to in Section 1 and any other policies that the Company may create from time to time, and, together, the AUP, CDP, PP with these Terms and Conditions, form a legally binding contract between you and the Company, which sets forth the terms and conditions which shall govern the relationship between the Company and you.
d) In addition to any other terms and conditions herein which apply to you, you, as the Buyer, expressly agree to the following:
To be contacted by the Company, including sending you information and offers related to the Company's products and services;
To have the information provided by you to the Company be disclosed and sent to supplier(s) who may be able to provide quotes or information in regards to the product(s) and/or service(s) referred to in Section 14a), and such suppliers have your express consent to contact you via phone, text, fax, email, mail or other reasonable means, at any of your contact numbers or addresses that you provided;
Any contact with you referred to in this Section 14 may be completed using automated phone technology;
e) At no time are you, as a Buyer, required to make a purchase.
f) It is agreed that your use, as Buyer, of our Services is for legitimate purchasing purposes and not for any other purpose including, without limitation, criminal activity, fraud, advertising, research or competitive intelligence. You, as Buyer, acknowledge and agree that the Company has the sole option to verify your request(s) and has the right, at our discretion, to deny any request that is in violation of these terms and conditions. If it is determined or suspected by the Company, at our sole discretion, that you, as Buyer, are misusing or attempting to misuse or circumvent our Services or system, or are using or attempting to use it for any inappropriate purposes, (including but not limited to activities such as hacking, fraud, advertising, or spamming), we have the unfettered right to immediately terminate your access without notice and to commence legal actions or proceedings to seek remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs, expenses, and to seek injunctions or other equitable remedies.
g) When using our Services, you, as Buyer, will be prompted to disclose relevant information about yourself and your purchasing requirements. The information so provided will be disclosed and sent to matching suppliers/affiliates who will respond to you regarding your request. You, as Buyer, represent and warrant that all such information provided is accurate to the best of your knowledge. If the Company has any grounds to suspect, in its sole discretion, that such information is untrue, inaccurate, or incomplete, the Company has the right to refuse or reject your current or future use of any Services.
32. Termination of Use and Contract
b) The Company may terminate (or suspend access to) your use of the Services or your account, for any reason in our sole and absolute discretion without the need to act reasonably, including but not limited to your breach of this Agreement, and may do so at any time without any notice or explanation to you. Nothing in this Agreement shall be interpreted to limit or otherwise restrict or place conditions on the right of the Company to terminate (or suspend access to) your use of the Services or your account for any reason in our sole and absolute discretion without the need to act reasonably, at any time without any notice or explanation to you. The Company's unfettered and unlimited right to terminate or suspend access as granted by this subparagraph is a fundamental term of this Agreement for the sole benefit of Company, without which the Company would not have agreed to enter this Agreement with or provide any Services to you; and therefore, this right shall be interpreted in the broadest manner possible under the law in favor of the Company.
c) The Company has the sole and absolute right to decide whether you are in violation of any of the terms and conditions of this Agreement, and you acknowledge and agree that such a determination may be made without the requirement to act reasonably, to provide notice or rely on any third-party determination.
33. Data/Content Responsibility
a) Account termination or termination of this Agreement may result in complete destruction of any Content associated with your account.
b) You are SOLELY RESPONSIBLE for maintaining any backup of any data or Content you upload to the Site. The Company is not responsible or liable for under any circumstances for unauthorized or illegal access to or loss of data or Content, or any resulting losses, claims or damages, regardless of whether your account is active or terminated or suspended and regardless of whether the Company is legally at fault for the data loss. The Company is not obligated or required under any circumstances to take any steps to help retrieve, restore, investigate any data or Content that may have been lost by you or by the Company or any data breaches, regardless of whether your account is active or terminated or suspended. You further expressly agree to fully indemnify and hold us harmless from any and all liability, claims, causes of action, penalties, government sanctions, damages or other losses against us arising from unauthorized or illegal access to or the loss of your data or Content stored on our Site or otherwise stored by the Company, including but not limited to indemnification for professional fees and other costs incurred to defend against such losses or claims.
34. Survival of Provisions
Provisions that, by their nature, should survive termination of the Agreement shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, release of our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
35. Warranty Disclaimer
The Company does not make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding: 1) suggestions or recommendations of services or products offered or purchased through the Services; 2) the number of or quality of Clicks, Leads or Calls that any Advertiser will receive; or 3) the performance of any Campaign; and we make no representations or warranties that the use of our Services will result in increased business, revenues, profits, customers and anything else related to improved performance of your business. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided on an "as is" basis and without any warranty of any kind from the Company or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).
THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
35. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL THE COMPANY BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, DATA BREACHES, HACKING, COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1000 OR (II) THE AMOUNTS PAID (IN THE CASE OF ADVERTISERS) BY YOU TO THE COMPANY OR (IN THE CASE OF PUBLISHERS) BY THE COMPANY TO YOU IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL.
The Company is not responsible for or liable to you for the loss of, unauthorized or illegal access to (including but not limited to unauthorized or illegal access by a hacker, hacking group, any governmental agency or a rogue individual who works for the Company as an agent, employee or contractor) or corruption of any Content or data in the Company's possession or control, including but not limited to credit card or bank payment data. You hereby agree to unconditionally waive any legal rights granted by common law or statutes or otherwise that you may have to hold the company responsible or liable for such losses of, unauthorized or illegal access to or corruption of any Content or data in the Company's possession or control.
To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold Company, its Advertisers and each of their respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your improper use of the Site or Services and/or any Content; (b) any third party claim related to your website(s), email(s), any communications or marketing practices; (c) any third party allegation or claim against Company and/or its Advertiser(s) relating to a violation of any and all national, provincial, state and federal laws or the laws of your jurisdiction; (d) any content, goods or services offered, sold or otherwise made available by you on or through your website(s), email(s) or other marketing channels or otherwise; (e) any claim that Company is obligated to pay any taxes in connection with payment made to you in connection with the Agreement and/or any Services; (f) breach and/or violation of the Agreement and/or any representation or warranty contained herein; and/or (g) your use of the Site and Services in any manner whatsoever, including the actions of any third-parties who access your account, regardless of whether such access was authorized by you or the Company.
If any action is brought against the Company (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from you ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party's indemnification obligations under this section unless for any reason. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party shall control the defense of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets or prospects of such Indemnified Party, and the reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent.
38. Choice of Law; Arbitration
This Agreement are governed by and will be construed under the laws of the Common Wealth of Virginia, USA without regard to the conflicts of law’s provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in Commonwealth Law of Virginia. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Fairfax, Virginia.
a) "Confidential Information" means any information disclosed by one Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure other than through the receiving Party's action or inaction; and/or (c) is in the receiving Party's possession, without confidentiality restrictions, at the time of disclosure by the disclosing party as shown by the receiving Party's files and records prior to the time of disclosure.
b) Company's Revenue Share information is considered "Confidential Information."
c) You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Company's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Company immediately upon Company's request.
a) You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Company may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
b) The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
c) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
d) You and the Company agree that this Agreement are the complete and exclusive statement of the mutual understanding between you and the Company, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications to this Agreement must be in a writing signed by both parties (except as otherwise provided herein).
e) No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind the Company in any respect whatsoever.
f) You and the Company agree there are no third party beneficiaries intended under this Agreement.
g) No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
h) Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the control of such Party.
i) You acknowledge and agree that you have received sufficient time to personally review and retain legal counsel to review the Agreement in full.