This agreement ("Agreement") is between Global Telecommunication Services GTS, a company established at 108 West 13th Street, Wilmington Delaware 19801 USA (collectively "we," "us" or "Switch2Voip") and the user ("you," "user" or "End User") of GTS’s Service ("Service"). This Agreement governs both the Service and any related devices, such as an PBX, Predictive Dialer, IP phone, Multimedia Terminal Adapter, Analog Telephone Adapter or any other IP connection device, ("Device" or "Equipment") used in conjunction with the Service. By making (dialing or receiving) the first call with the Service, you acknowledge that you have read and understood, and you agree, to the terms and conditions of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.
1. TERMS AND CONDITIONS.
1.1 Duration. The Agreement will be effective as of the date you signup on the Switch2Voip’s Payment Form, or the date of your first use of any of the Products, whichever occurs earlier, and will remain effective until terminated by either Switch2Voip or you as set out below.
1.2 Refund. We follow the following refund policy:
* Activation fee: There are no setup fees, no activation fees, no cancelation fees and no hidden charges. You will be refunded with the total balance at the moment of the request. * Credits added to your account: We refund unused credits remaining on your account provided that your account is active. We do not refund credits used for making or receiving calls.
* Monthly service cost (Toll Free Numbers, International Phone Numbers, Hosted Dialer): If your service has a monthly service cost, we refund the balance for the remaining days until the end of the billing cycle, you will be entitled to any pro rata refund of any remaining portion of your current monthly term.
1.3 Use of the Services. The Service is to be used for your personal or business use. Switch2Voip reserves the right to immediately terminate or modify the Service, if Switch2Voip determines, in its sole discretion, that the Service is being used contrary to the provisions of this Agreement.
1.4 Lawful Use of Service. You agree to use the Service and Device only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when in Switch2Voip's sole judgment, the transmission, receipt or possession of such communication or material may constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Switch2Voip reserves the right to terminate your service immediately if Switch2Voip, in its sole discretion, believes that you have violated this provision. You are liable for any and all use of the Service by yourself and by any person making use of the Service provided to you and you agree to indemnify and hold harmless Switch2Voip against any and all liability for any such use. If Switch2Voip, in its sole discretion believes that you may have violated this provision, Switch2Voip may forward the objectionable material, as well as your communications with Switch2Voip and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
1.5 Theft of Service. You agree to notify Switch2Voip immediately, via email, if you become aware at any time that your Service is being stolen or fraudulently used. When you communicate, you must provide your account number and a detailed description of the circumstances and you will remain responsible for all charges for the Services until such time as you provide Switch2Voip with notice of the theft or fraudulent use of the Service and receive a confirmation number of that notification.
1.6 Reassignment of Number upon Service Termination. If your service includes a telephone number or Direct Inward Dialing ("DID") (collectively "Number"), upon termination of the Service, Switch2Voip may, at its sole discretion, reassign the Numbers provided to you by Switch2Voip. You shall not obtain any rights, title or interest in the Numbers and the Numbers are not portable to other service providers. Switch2Voip and Switch2Voip reserves the right to change, cancel or reassign the Number at Switch2Voip's discretion.
1.7 Service Distinctions. You acknowledge and understand that the Service is not a telecommunications service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between a telecommunications service and the enhanced Service offering provided by Switch2Voip. The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before any governmental telecommunications regulatory agencies.
1.8 Intellectual Property. The Service and any software used to provide the Service or provided to you in conjunction with providing the Service, and all Services, information, documents and materials on Switch2Voip's website(s) are property of Switch2Voip and are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of Switch2Voip, are and shall remain the exclusive property of Switch2Voip and nothing in this Agreement shall grant you the right or license to use any such marks. You acknowledge that you are not given any license to use the software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. If you decide to use the Service through an interface device not provided by Switch2Voip, which Switch2Voip reserves the right to prohibit in particular cases or generally, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Switch2Voip against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the software.
2. US EMERGENCY (911) SERVICES AND DIRECTORY ASSISTANCE SERVICES.
2.1 US Emergency Services. US Emergency (911) Services are not available. You acknowledge and understand that the Service does not provide access to US Emergency (911) Services. You acknowledge that the Service will not be used a primary telephone line and agree that you will always maintain an alternative means of accessing Emergency Services such as a wireline or a wireless phone service to access Emergency Services.
2.2 Emergency Services in other countries. Emergency Services in other countries are not available. You acknowledge that the Service will not be used a primary line and agree that you will always maintain an alternative means of accessing Emergency Services such as a wireline or a wireless phone service to access Emergency Services.
2.3 Special Services. The Service does not provide access to Directory Assistance Services. The service might not provide access to toll-free numbers or Special numbers.
3. POWER AND/OR BROADBAND SERVICE OUTAGES.
3.1 Loss of Service Due to Power Failure or Internet Service Outage. You acknowledge and understand that the Service will not function in the event of power failure. You also acknowledge and understand that the Service requires a fully functional broadband connection to the Internet (which is not provided by Switch2Voip) and that, accordingly, in the event of an outage of, or termination of service with or by, your Internet service provider ("ISP") and/or broadband provider, the Service will not function, but that you will continue to be billed for the Service unless and until you or Switch2Voip terminate the Service in accordance with this Agreement. Should there be an interruption in the power supply or broadband outage, the Service will not function at all until power and service is fully restored. A power failure or disruption may require the End User to reset or reconfigure equipment prior to utilizing the Service.
4. PAYMENTS AND BILLING.
4.1 Billing. Call times for each call are rounded up to the 6 seconds and billed accordingly. All calls for which we receive answer supervision shall incur a minimum charge. Switch2Voip relies on answer supervision to determine whether and when a call has been answered. Answer supervision is a signal sent by the carrier connecting the call to indicate the start of call. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voicemail systems, private branch exchanges, and inter-exchange switching equipment.
4.2 Credits. Un-used credits (funds) in your account will expire if your account remains inactive for a period of 90 days.
4.3 Payment Methods. All Services must be prepaid with a credit or debit card, Paypal account, Skrill or other methods approved by Switch2Voip.
4.3.1 Payments. You must provide us with a valid card number or Paypal account when the Service is activated. Switch2Voip reserves the right to stop accepting credit cards from one or more issuers and/or Paypal at its sole discretion. If your credit card expires, you close your account, your billing address changes, or the card is cancelled and replaced for any reason, you must immediately notify Switch2Voip so that your Service is not suspended. Based upon which service plan you select, we will periodically bill your credit card for Paypal account or all charges and any applicable taxes.
4.3.2 Authorization to Charge Card or Paypal account. Your agreement to sign up for the Service authorizes Switch2Voip to charge the credit card or Paypal account number on file with Switch2Voip, including any changed information given to Switch2Voip if the card expires or Paypal account is replaced, or if you substitute your payment method with a different one, for Switch2Voip charges as set forth in Section 4.1. This authorization will remain valid until 30 days after Switch2Voip receives your written notice terminating Switch2Voip's authority to charge your credit card or Paypal account, whereupon Switch2Voip reserves the right to charge you any other outstanding charges and terminate the Service. Switch2Voip may terminate your Service at any time in its sole discretion, if any charge to your credit card or Paypal account on file with Switch2Voip is declined or reversed, if your credit card or Paypal account expires and you have not provided Switch2Voip with a valid replacement payment method or in case of any other non-payment of account charges. Termination of Service for declined or expired card or Paypal account, reversed charges or non-payment leaves you fully liable to Switch2Voip for all charges accrued before termination and for all costs incurred by Switch2Voip in collecting such amounts, including but not limited to, attorney's fees and costs.
4.3.3 Other Methods of Payment. If you are paying with other methods, you must assure that Switch2Voip receives full payment on or before the due date so that your Service is not suspended. Based upon which service plan you select, we will periodically request payment for all charges. 4.4 Payment Transaction Fees. Switch2Voip will not charge any transaction fee when you add credits to your account via credit card or Paypal. Switch2Voip will charge a US$ 15.00 transaction fee when you add credits to your account using bank wire, Western Union, or direct deposit to Switch2Voip's bank account. Payment transaction fees will be deducted from your credits.
4.5 Other Fees. There are no setup fees, no activation fees, no cancelation fees and no hidden charges. You will be refunded with the total balance at the moment of the request.
4.6 Billing Disputes. You must notify Switch2Voip in writing of any disputed charges within thirty (30) days of the charges or you will have waived your right to dispute the charges. Billing disputes should detail each disputed call, showing the amount billed and the billing error. Billing disputes must be sent via registered letter to the following address:
Switch2Voip Inc. 101 Capitol Way N Olympia, WA 98501 (206) 309-5946 Attn: Billing
4.7 Termination/Discontinuance of Service. You may terminate the Agreement with Switch2Voip at any time. Switch2Voip reserves the right to suspend or terminate the Service at any time, with or without cause and without notice to you. If Switch2Voip discontinues a monthly fee Service without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month's charges. If your Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper use of the Service or Device (such as, but not limited to, your attempts to hack, disrupt, or misuse the Service or your acts or omissions that violate any acceptable use policy of Switch2Voip or of a third party provider to which Switch2Voip is subject), you will waive any refund.
4.8 Taxes. There are no extra taxes, all our prices are taxes included.
5. WARRANTIES AND LIMITATION OF LIABILITIES.
5.1 Disclaimer of Warranties for Services. All Services provided by Switch2Voip are provided on an "as is" basis. Switch2Voip makes no warranty to you or any other person or entity, whether express, implied or statutory, as to the description, quality, title, non-infringement, merchantability, completeness, or fitness for a particular purpose as to the Services provided to you, all such warranties hereby being expressly excluded and disclaimed. Switch2Voip does not warrant that the Services are error-free or will operate without packet loss or interruption nor does Switch2Voip warrant the reliability of any connection to or any transmission over the Internet. End user assumes total responsibility and risk for use of the Services.
5.2 Limitation of Liability and Indemnification. YOU ACKNOWLEDGE AND UNDERSTAND THAT SWITCH2VOIP'S ENTIRE LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE SERVICES PROVIDED HEREUNDER. IN NO EVENT SHALL SWITCH2VOIP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR UNDERLYING SERVICE PROVIDERS BE LIABLE FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE USE OF SWITCH2VOIP'S SERVICES INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES OF ANY KIND OR NATURE WHATSOEVER, ARISING IN ANY MANNER FROM ANY CAUSE OF ACTION OR CLAIM RELATING TO THIS AGREEMENT OR TO THE SERVICES PROVIDED BY Switch2Voip (INCLUDING, BUT NOT LIMITED TO INABILITY OF YOU OR ANY USER OF YOUR SERVICE TO ACCESS EMERGENCY SERVICE. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SWITCH2VOIP, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES AND AGENTS AND ANY OTHER UNDERLYING SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE SWITCH2VOIP SERVICE, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PARTY OR USER OF YOUR SWITCH2VOIP SERVICE.
5.4 Sole Remedy. Your sole and exclusive remedies are expressly set forth in this Agreement. Some jurisdictions may not permit the exclusion or limitation of implied warranties, and some jurisdictions may not permit the limitations or exclusion of incidental or consequential damages, so certain of the above exclusions may not apply. In such jurisdictions, the liability of Switch2Voip, its directors, officers, employees, agents and underlying service providers shall be limited to the maximum extent permitted by law.
6. GOVERNING LAW AND ARBITRATION.
6.1 Mandatory Arbitration. Any dispute or claim between End User and Switch2Voip arising out of or relating to the Service provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, NY USA, and shall be conducted in English. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and End User will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. END USER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.
6.2 Governing Law. The Agreement and the relationship between you and Switch2Voip shall be governed by the laws of the State of Connecticut, USA, without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 6.1, you and Switch2Voip agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Connecticut and waive any objection as to venue or inconvenient forum. The failure of Switch2Voipto exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
6.3 Entire Agreement. This Agreement and the rates for Services found on Switch2Voip's website (www.switch2voip.us) constitute the entire agreement between you and Switch2Voip and govern your use of the Service, superseding any prior agreements between you and Switch2Voip and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon Switch2Voip unless and until posted in accordance with Section 6.5 hereof.
6.4 Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.
6.5 Changes to Terms of Service. Switch2Voip may change the terms and conditions of this Agreement from time to time. Any changes to this Agreement will become binding on you effective on the date posted to the Switch2Voip website (www.switch2voip.us) and no further notice by Switch2Voip is required. This Agreement as posted supersedes all previously agreed to electronic and written terms of service, including without limitation any terms included with the packaging of the Device.
6.6 Trademarks. All corporate names, service marks, logos, trade names, trademarks, websites and domain names of Switch2Voip and other Switch2Voip marks (collectively "Marks") are owned by Switch2Voip and/or its affiliates and nothing herein shall grant you a license to use such Marks.
6.7 Copyright. All Services and/or Materials provided and/or found on Switch2Voip’s website are protected by trademark, copyright, or other intellectual property laws. Any commercial use of the Services and/or Materials found on the Website is strictly prohibited, without the express, prior, written consent of Switch2Voip. Any reproduction or redistribution of the Services and/or materials not in accordance with the terms set forth herein is expressly prohibited by law, and may result in severe civil and criminal penalties.