Terms of Service

Active since: August 12, 2020

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY

This is a contract between you (the "Customer") and us ("Voiptime Cloud"). It describes the services we will provide to you, and all aspects of our business relationship. It is a legal document. Please note that we cannot provide services unless you agree to the Terms of Service and Privacy Policy.

By using the Subscription Service or receiving the Consulting Services, or authorizing or permitting any User or End-Customer to access or use the Service you are agreeing to this Agreement. We periodically update this Agreement and if you subscribe to our solutions, we will let you know when we do through the Notification app in the Subscription Services or by email. You can find archived versions of the Agreement here.

If you are entering into this Agreement on behalf of a company, organization or another legal entity (an "Entity"), you are agreeing to this Agreement for that Entity and representing to us that you have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms, "you," "your" shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not use or authorize any use of the Services.

Terms of Service
  1. Definitions
  2. Voiptime Cloud Services
  3. Subscription Term, Fees & Payment
  4. Customer Data
  5. Acceptable Use Policy
  6. Term and Termination
  7. Proprietary Rights
  8. Confidentiality
  9. Indemnification
  10. Warranties and Disclaimers
  11. Limitation of Liability
  12. Miscellaneous
Product-Specific Terms
Privacy Policy

1 Definitions

"Affiliates" means any entity which directly or indirectly controls, is controlled by or is under common control with the subject entity. "Control", for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means these Customer Terms of Service, Privacy Policy, and all materials referred or linked to in here.

"Billable Users" means those types of Users (defined below) for which we charge you fees as set forth on our Pricing Page.

"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

"Confidential Information" means all information provided by you or us ("Discloser") to the other ("Receiver"), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser's business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

"Contact" means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.

"Contact Information" means the name, email address, phone number, online user name(s), telephone number, and similar information uploaded by you to the Subscription Service.

"Consulting Services" means consulting and professional services (including any training, success and implementation services) provided to you by Voiptime Cloud as indicated on an Order Form or other written document such as an Statement of Work (SOW).

"Customer Data" means all information that you submit or collect via the Subscription Service.

"Documentation" means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by Voiptime Cloud to you in the applicable Voiptime Cloud help center(s), Site.

"Effective Date" means the date on which Customer first subscribes to any of the Services.

"Free Services" means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

"Order Form" or "Order" means the Voiptime Cloud-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process or via in-app purchase. The purchase form may be referred to as a "Statement of Work" if you are purchasing only Consulting Services. "Pricing" means information, provided here https://voiptimecloud.com/pricing.

"Sensitive Information" means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver's license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as "Sensitive Personal Data".

"Subscription Fee" means the amount you pay for the Subscription Service.

"Subscription Service" means tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via https://voiptimecloud.com/ or another designated URL, and any ancillary products and services, that we provide to you.

"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Voiptime Cloud apps available from, for example, the following: our integrations products page, partner directory, links made available through the Subscription Service.

"Third-Party Sites" means third-party websites linked from within the Subscription Service, including Communications Services.

"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

"Voiptime Cloud", "we", "us" or "our" means the applicable contracting entity as specified in the 'Contracting Entity and Applicable Law' section of 'Miscellaneous'.

"Voiptime Cloud Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.

"You", "your" or "Customer" means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable billing statement, online subscription process, Order Form or Statement of Work as the customer.

"Your Data" means any personally identifiable data uploaded by you to the Subscription Service that would typically be provided in the normal course of using the Service, as well as all information generated by the Users during the use of the Service. Your Data includes, without limitation, any financial information of any nature or any other personally identifiable information that could be legally considered private or sensitive.

2 Voiptime Cloud Services

2.1 Services Overview

Voiptime Cloud provides web-based software solutions for call handling and call center administration. A non-exhaustive description of Voiptime Cloud solutions is available on the Site. Product-specific terms that may apply your software solution can be found below.

Voiptime Cloud is not a "dial-tone" provider and its Services are not a replacement for any phone lines, whether wired, wireless or Internet based, and selected numbers and/or certain services may not be reachable through the Services. Customer acknowledges and agrees that the Services do not support any emergency calls to any type hospitals, law enforcement agencies, medical care unit or any type of emergency service (collectively, "Emergency Services") or premium, surcharged or special services of any kind, which need to be performed from a local phone service provider. Furthermore, Customer acknowledges and agrees that: information Voiptime Cloud is not required to offer access to any Emergency Services under any applicable Law; and (ii) it is Customer's responsibility to inform Users and Administrators that access and/or calls to Emergency Services are not accessible using the Services.

2.2 Provision of Subscription Services

Voiptime Cloud will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable Voiptime Cloud standard support for the Subscription Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Subscription Services available 24 hours a day, 7 days a week, except for: information planned downtime (of which Voiptime Cloud shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Voiptime Cloud's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Voiptime Cloud employees), Internet service provider failure or delay, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Voiptime Cloud's provision of its Services to its customers generally (i.e., without regard for Customer's particular use of the Services), and subject to Customer's use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

2.3 Access to Services

You as a Customer may access and use the Services solely for your own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Billable Users. The specific access policies vary for different Subscription services and are described in more detail in the Product Specific Terms.

If Customer is given API keys or passwords to access the Services, Customer will require that all Users keep API keys, user login and password information strictly confidential and not share such information with any unauthorized person. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Billable User who has access to a user login is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user login and otherwise terminate such Permitted User's access to the Service.

2.4 Equipment Requirements

Customer acknowledges and agrees that the standard functioning of the Services is dependent on Customer maintaining adequate access to the Internet, the availability of an adequate power supply and the use of correct equipment and firewall configuration. Customer also acknowledges and agrees that a number of factors outside of Voiptime Cloud's control may impact the quality of Customer's communications and the access and/use of the Services including but not limited to: Customer's local network, public Internet lines, the public switched telephone network, Customer's Internet service provider and/or local network hardware. Voiptime Cloud takes no responsibility and shall not be liable for any disruption, interruption or delay caused by any failure in any of these items or any other item over which Voiptime Cloud has no control.

2.5 Voiptime Cloud APIs

If Voiptime Cloud makes access to any APIs available as part of the Services, Voiptime Cloud reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Voiptime Cloud may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if Voiptime Cloud believes that Customer's usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Voiptime Cloud).

2.6 Limits

The limits that apply to you will be specified in your Order Form, this Agreement or on our Pricing Page. You as a Customer will be charged fees associated with all Billable Users. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms.

2.7 Modifications

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your Customer experience. We may make changes that materially reduce the functionality provided to Customer during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.

2.8 Additional Features

Customer may subscribe to additional features of the Subscription Service by agreeing to a new Order Form. This Agreement will apply to all additional Order(s) and all additional features that Customer activates from within his Voiptime Cloud account.

2.9 Free Trial

Voiptime Cloud may make all or part of the Subscription Service available to Customer and Billable Users on a trial basis free of charge (the "Free Trial"). The Free Trial shall begin when Customer submits a registration for the same to Subscription Service, and shall terminate on the earlier of information the Free Trial expiration date as specified by Voiptime Cloud upon receiving such registration, or (ii) the date Customer executes an Order Form for a Subscription under this Agreement. Unless Customer purchases a subscription to the applicable Subscription Service before the end of the free trial, all Customer data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well. ACCESS TO THE SUBSCRIPTION SERVICE IS PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND DURING THE FREE TRIAL.

2.10 Alpha/Beta Services

If we make alpha or beta access to some or all of the Subscription Service (the "Alpha/Beta Services") available to Customer information the Alpha/Beta Services are provided "as is" and without warranty of any kind, (ii) we may suspend, limit, or terminate the Alpha/Beta Services for any reason at any time without notice, and (iii) we will not be liable to Customer for damages of any kind related to your use of the Alpha/Beta Services. If we inform Customer of additional terms and conditions that apply to use of the Alpha/Beta Services, those will apply as well. We might require Customer participation to be confidential, and we might also require Customer to provide feedback to us about your use of the Alpha/Beta Services. Customer agrees that we own all rights to use and incorporate received feedback into our services and products, without payment or attribution to Customer.

2.11 Customer Support

For information on the customer support terms that apply to your subscription, please refer to the Technical Support Policy.

2.12 Voiptime Cloud Numbers and SIP trunks

As part of the Service, Voiptime Cloud may make available Voiptime Cloud Numbers and trunks to Customer in multiple countries. Voiptime Cloud has ability to provide phone numbers from multiple countries due to the agreements with regulated providers of electronic communications. The provision of such Numbers is subject to the numbering rules and regulatory practices applicable in the countries where Customer and and/or Users are located as well as in the relevant country(ies) from which the Voiptime Cloud Numbers were purchased. Such rules and regulatory practices may change or be amended from time to time, and Voiptime Cloud therefore reserves the right to modify the terms hereunder to the extent necessary to comply with such changes or amendments. Customer may purchase Voiptime Cloud Numbers in his Account. Customer shall use the Voiptime Cloud Numbers in compliance with any and all applicable Law including such applicable allocation requirements. Voiptime Cloud reserves the right, in its sole discretion, to cancel the subscribed Voiptime Cloud Numbers for any or no reason, including in the event Customer, its Administrators and/or Users breach such applicable allocation requirements without penalty and without prejudice to its rights to claim damages therefore.
Upon termination or cancelation of an Account, all telephone numbers associated with the Account may be released by Voiptime Cloud.

2.13 Consulting Services

Customer may purchase Consulting Services through an Order Form. The scope of Consulting Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information. Fees for these Consulting Services can be provided on a fixed-fee basis or on per-hour rates set forth in the Order form. Unless otherwise agreed, all Consulting Services are performed remotely and will be delivered in English.

For Consulting Services performed on-site, Customer will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the "Expiration Period"). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the "Delivery Period"). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to Customer failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to Customer or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

3 Subscription Term, Fees & Payment

3.1 Subscription Term and Renewals

Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.

3.2 Subscription Fees

All fees are as set forth in the applicable Order Form and will be paid by Customer within five (5) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as otherwise provided in the Order Forms, all Subscription Fees are quoted in United States currency; are based on Subscriptions purchased and not on actual usage; payment obligations are non-cancellable; and Subscription Fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Voiptime Cloud receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

For our plans that have applicable User limits, you will be charged fees associated with all Billable Users. Use of Voiptime Cloud Numbers purchased by Customer either via the our interface or listed in the relevant Order Form is subject to additional monthly charges.

3.3 Usage Fees

The fees associated with outbound calls or inbound calls, where applicable, shall be calculated by multiplying the per-minute rate applicable to such calls ("Per-Minute Rates") with the Chargeable Time (as defined below) (such fees, the "Usage Fees"). Telephony usage and the duration of calls shall be calculated as follows: information in full-minute increments; (ii) calls shall be rounded up to the next full minute increment at the end of each call for invoicing purposes; (iii) calls will be deemed to begin when a connection to the number Customer is trying to reach is established and recorded in the Voiptime Cloud solution, and for incoming calls when a signal connection from the caller is recorded in the Voiptime Cloud solution; (iv) calls will be deemed to end when Customer or Customer's correspondent have ended the call or where the call has ended due to a technical malfunction, but a call shall not be deemed ended until Customer's wireless telephone signal of a call disconnect is recorded in the Voiptime Cloud solution; (such calculation of the duration of calls as detailed in information through (iv) included, "Chargeable Time"). Voiptime Cloud may change the Per-Minute Rates at any time without notice. Customer may request the Per-Minute Rates currently applicable by sending a request to sales@voiptimecloud.com.

The Services shall be subject to the following conditions:

a) Outbound calls made by Customer with a local/toll-free phone to all countries will incur Usage Fees; b) all inbound calls to a Customer shall incur Usage Fees; c) any internal calls or communications (including but not limited to calls, voicemail deposits and call transfers) between Users, or between a User and an Administrator, shall be free of charge provided such calls have been made using the Services; d) outbound calls for which Voiptime Cloud receives answer supervision (i.e. connecting time) including ring time, shall incur a minimum of one (1) minute of Chargeable Time (answer supervision may also be generated by voicemail systems, private branch exchanges, and interexchange switching equipment); e) calls forwarded to mobile phones or landlines shall be deemed outbound calls and shall incur Usage Fees, at the then applicable rate; and f) calls received by Customer from a third party using a local/toll-free phone line which call is subsequently forwarded or transferred shall be deemed to be the same call.

3.4 Payment by Credit Card

If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You as Customer further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Voiptime Cloud and Voiptime Cloud may, in its sole discretion, either information invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.

3.5 Payment Against Invoice

If you are paying by invoice, we will invoice you no more than fifteen (15) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within five (5) days from the date of the invoice, unless otherwise specified in the Order Form.

3.6 Payment Information

You will keep your contact information, billing information and credit card information (where applicable) up to date. All fees are due and payable in advance throughout the Subscription Term. If you are a Voiptime Cloud partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

3.7 Sales Tax

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

4 Customer Data

4.1Rights in Customer Data

As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Voiptime Cloud. Subject to the terms of this Agreement, Customer hereby grants to Voiptime Cloud a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.

4.2Customer Responsibilities

Customer will (a) be responsible for Users' compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer's use of Customer Data with the Service, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Service, and notify Voiptime Cloud promptly of any such unauthorized access or use, (d) use the Subscription Service only in accordance with this Agreement, Documentation, the Acceptable Use Policy, Order Forms and applicable laws and government regulations, and (e) comply with the Product Specific Terms. Any use of the Services in breach of the foregoing by Customer or Users that in Voiptime Cloud's judgment threatens the security, integrity or availability of our services, may result in Voiptime Cloud's immediate suspension of the Subscription Service, however Voiptime Cloud will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension. Voiptime Cloud will not be responsible for any loss or disclosure of your Data (or any damages related thereto) resulting from you or your Users' failure to adequately secure their user identification and passwords or otherwise.

4.3No Sensitive Information

YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

4.4Compliance with Laws

Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Subscription Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.

4.5Prohibited and Unauthorized Use

You will use the Subscription Service for your internal business purposes and will not: information willfully tamper with the security of the Subscription Service or tamper with our customer accounts; (ii) access data on the Subscription Service not intended for you; (iii) log into a server or account on the Subscription Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Subscription Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Subscription Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Subscription Service or make it available to a third party other than as contemplated in your subscription to the Service; (vii) use the Subscription Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Subscription Service without our prior written consent; (viiii) trunk or forward Customer's Voiptime Cloud number to another phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange ("PBX") or a key system.

You will notify us right away of any unauthorized use of your Users' identifications and passwords or your account by email privacy@voiptimecloud.com.

4.6Limits on Voiptime Cloud

We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at https://voiptimecloud.com/privacy-policy. We will not use Contact Information for our own marketing purposes.

4.7Retrieval of Customer Data

For our Subscription Services, as long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the portal, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

For our Free Trial, we will not provide you with any access to Customer Data after termination or expiration of your subscription.

4.8Aggregate Data

We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

4.9Safeguards

We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. Voiptime Cloud will comply with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries. In addition, for the purposes of Article 26(2) of Directive 95/46/EC, customers located in the European Union or the European Economic Area may enter into a Data Processing Agreement that includes the Standard Contractual Clauses adopted by the European Commission in order to further provide adequate safeguards with respect to the data processed under this Agreement. You acknowledge in all cases that Voiptime Cloud acts as the processor of Customer Data and you remain controller of Customer Data for applicable European Union data protection regulations.

4.9Third-Party Sites and Products

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

5 Acceptable Use Policy

You may not use the Voiptime Cloud Services without agreeing to this Acceptable Use Policy. Thus, you agree not to use, and not to encourage or allow any User to use, the Voiptime Cloud Services in the following prohibited ways:

Recordings and Communications Monitoring

If you record or monitor telephone calls, SMS messages, or other communications using the Services, then you represent and warrant that you will comply with all applicable Laws prior to doing so at all times. We make no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications, and recommend that you always secure prior consent to record or monitor communications using the Services. You acknowledge that these representations, warranties, and obligations are essential to our ability to provide you with access to recording and monitoring features that are part of the Services, and you further agree to indemnify us and our affiliates in accordance with the terms arising out of or related to your acts or omissions in connection with recording or monitoring telephone calls, SMS messages, or other communications, whether such claims arise under contract, tort, statute or other legal theory.

Prohibited Uses

In addition, and without limiting the other requirements in this Acceptable Use Policy, you agree not to use, and, not to encourage or allow any User to use, the Services in the following prohibited ways:

  • Using the Services in a manner that is or otherwise encourages (a) any illegal, fraudulent, or abusive activities or (b) materially interfering with the business or activities of Voiptime Cloud or harms other Voiptime Cloud customers.
  • Attempting to bypass or break any security mechanism on any of the Services or using the Services in any other manner that poses a material security or service risk to Voiptime Cloud or any of its other customers.
  • Reverse-engineering the Services in order to find limitations, vulnerabilities, or evade filtering capabilities.
  • Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on any of the Services or any other conduct that materially and adversely impacts the availability, reliability, or stability of the Services.
  • Transmitting any material, data, or content that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs.
  • Violating or facilitating the violation of any applicable laws or regulations of any applicable jurisdiction, including, without limitation, (a) applicable laws or regulations related to the transmission of data and recording or monitoring of phone calls and other forms of communication; (b) applicable laws or regulations that prohibit engaging in any unsolicited advertising, marketing, or transmission of communications; (c) applicable anti-spam laws or regulations such as the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act; or (d) applicable data protection or privacy laws, regulations, or legislation.
  • Using the Services in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS or MMS messages, chat, voice mail, video, email, or faxes.
  • Using the Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses.
  • Using the Services to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, unless Customer has signed a Business Associate Agreement with Voiptime Cloud or Customer's use of the Services fits within the "conduit" or some other exception for requiring a Business Associate Agreement.
  • Using the Services to record or monitor a phone call or other communication without securing consent from the participants to the phone call or other communication as required under applicable law (including, as applicable, California's Invasion of Privacy Act and similar laws in other jurisdictions).
  • Using the Services in a manner that generates inquiries from a law enforcement, government, or regulatory agency or triggers such an agency to request the suspension of the Services to Customer and/or Customer's phone numbers.
  • Using the Services to transmit any material, data, or content that infringes the intellectual property rights or other rights of third parties.
  • Using the Services to transmit any material or content that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech, and any other material or content that Voiptime Cloud reasonably believes degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category.
  • Creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message, email, or phone call.
  • Using the Services in any manner that causes a telecommunications provider to complain about such use to Voiptime Cloud or materially violates the following: (a) industry standards, policies and applicable guidelines published by information the CTIA (Cellular Telecommunications Industry Association), (ii) the Mobile Marketing Association, or (iii) any other generally recognized industry associations; (b) telecommunications provider guidelines and usage requirements as communicated in writing by Voiptime Cloud to Customer.
  • Using the Services to transmit any material or content that is offensive, inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person or entity, including cannabis-related terms or images.
  • Using or attempting to use the Services to contact or allow Users to contact Emergency Services. Customer agrees to inform any individuals who may be present where the Subscription Services are used, or who use the Subscription Services, of the non-availability of 911 or other emergency dialing.
  • Having, in a given month, (a) a high volume of unanswered outbound phone calls, (b) a low average outbound call duration (i.e., outbound phone calls, on average, that are generally less than twelve (12) seconds in length), or (c) outbound phone calls that are too short in duration (i.e., outbound phone calls generally less than twelve (12) seconds in length). Voiptime Cloud will cooperate In trace back investigations by identifying the upstream provider from which the suspected illegal robocall entered Voiptime Cloud's network or by identifying its own customer if the call originated in Voiptime Cloud's network.

General Acceptable Use Guidelines

Phone Number Reclamation. Customer acknowledges that all phone numbers used in connection with the Voiptime Cloud Services are subject to rules and restrictions imposed by telecommunications providers. In order to comply with such rules and restrictions, Voiptime Cloud may, at its sole discretion, reclaim Customer's phone numbers that do not have adequate usage, as determined by such telecommunications providers. Voiptime Cloud, however, will use commercially reasonable efforts to (a) provide notice to Customer prior to any phone number reclamation and (b) to work with telecommunications providers to prevent the reclamation of any phone numbers. As a general rule of thumb, Voiptime Cloud recommends that Customer regularly uses its phone numbers.

Separately, Voiptime Cloud may reclaim, without prior notice, (a) any phone numbers associated with a trial Voiptime Cloud account that have not been used for more than thirty (30) days or (b) any phone numbers associated with a Voiptime Cloud account that has been suspended for more than thirty (30) days.

Sensitive Data. Customer acknowledges that the Services are not intended for the processing of Sensitive Data. Customer is responsible for ensuring that suitable safeguards are in place prior to transmitting or processing any Sensitive Data over the Services, or prior to permitting Users to transmit or process Sensitive Data over the Services. Except in the context of a specific agreement between the parties regarding the processing of Sensitive Data, any transmission or processing of Sensitive Data is solely at Customer's own risk. Voiptime Cloud will have no additional liability, including, without limitation, any indemnification obligations, whatsoever in connection with any Sensitive Data transmitted or processed via the Services.

6 Term and Termination

6.1Term

This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

6.2Cancellation

Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of such Subscription Term.

6.3Mutual Termination for Cause

A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured at the expiration of thirty (30) days from the date of the breaching Party's receipt of such written notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

If this Agreement is terminated by You in accordance with this Section, We will refund You any prepaid fees covering the remainder of the Subscription Terms of the effective date of termination.

If this Agreement is terminated by Us in accordance with this Section, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

6.4Payment Upon Termination

Except for Your termination under Section 6.3, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term, or if We terminate or cancel Your Account pursuant to Section 6.3, in addition to any other amounts You may owe Voiptime Cloud, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term.

6.5No Refunds

Except for Your termination rights under Section 6.3, if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then current Subscription Term, no refunds or credits for Subscription Charges or other fees or payments will be provided to You.

6.6Suspension for Prohibited Acts

We may suspend any User's access to any or all Subscription Services without notice for: information use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the Voiptime Cloud email send service that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. We may, without notice, review, edit and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the Acceptable use policy, provided that, we have no duty to prescreen, control, monitor or edit your Customer Data or Customer Materials.

6.7Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services seven (7) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

6.8Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

6.9VoIP Termination

Voiptime Cloud may disable the phone numbers, as well as SIP trunks, provided to you for the use of VoIP service if, in Voiptime Cloud's sole discretion, such numbers and SIP trunks are substantially underused for thirty (30) days, or if Your Subscription is otherwise suspended, terminated or cancelled.

6.10Effect of Termination or Expiration

Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services and delete (or, at Voiptime Cloud request, return) any and all copies of the Documentation, any Voiptime Cloud passwords or access codes and any other Voiptime Cloud Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination.

7 Proprietary Rights

7.1Voiptime Cloud's Proprietary Rights

The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Voiptime Cloud Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include but are not limited to Voiptime Cloud, LeadManagement Cloud, Voip SalesDialer, Voip PowerDialer, Voip CallCenter, Voiptime Call Center (that we may update any time without notice to you), and you may not use any of these without our prior written permission.

We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

7.2Customer's Proprietary Rights

As between the parties, you own and retain all rights to Customer Data. This Agreement does not grant Voiptime Cloud any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

8 Confidentiality

8.1Definition of Confidential Information

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Voiptime Cloud includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that information is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this "Confidentiality" section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Voiptime Cloud services.

8.2Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to information not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this "Confidentiality" section. Notwithstanding the foregoing, Voiptime Cloud may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or third party to the extent necessary to perform Voiptime Cloud's obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

8.3Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8.4 Marketing

Subject to Customer's written consent in each instance, Customer grants Voiptime Cloud the right to use Customer's name and logo to identify Customer as a Voiptime Cloud customer. Subject to prior written approval of content, Customer grants Voiptime Cloud the right to issue a media release after execution of the Agreement announcing that Customer has become a Voiptime Cloud customer, and to make other announcements and place promotion in various publications and media. Customer agrees that, not less than once per calendar quarter during the Term of this Agreement, to act as a reference customer as requested by Voiptime Cloud. Except as set forth in a mutually agreed written public statement, Customer will not imply or state that Customer is affiliated with or endorsed by Voiptime Cloud, publicize the existence of the Agreement, or disclose any of its terms.

Voiptime Cloud may ask for or collect and/or Customer may provide, written suggestions, feedback or comments from time to time as part of Customer's and/or Users' use of the Services (collectively, "Feedback"). Customer acknowledge and agree that such Feedback shall be deemed the property of Voiptime Cloud and its Affiliates. Voiptime Cloud and its Affiliates shall exclusively own all now known or hereafter existing rights to the Feedback throughout the universe in perpetuity and shall be entitled to use the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Feedback.

9Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that information imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

10Warranties and Disclaimers

10.1Authority

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

10.2Functionality Warranty

Voiptime Cloud warrants that the Subscription Service will operate in substantial conformity with the then current version of the applicable documentation provided by Voiptime Cloud.

10.3Security Warranty

Voiptime Cloud or its licensors or hosting providers have implemented commercially reasonable efforts to ensure that Your Data will be maintained accurately and safeguarded as well as technical and physical controls to protect Your Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Voiptime Cloud, whether by accident or otherwise.

10.4Services Warranty

Voiptime Cloud warrants that it will perform the Service related to each Deliverable in a competent and workmanlike manner and in accordance with applicable industry standards for similar types of services.

10.5Remedy

Voiptime Cloud shall, as your sole and exclusive remedy and Voiptime Cloud's sole and exclusive liability for a breach of the warranties set forth in Section 'Warranties and Disclaimers' hereunder, information use commercially reasonable efforts at its own expense to cause the Subscription Service to comply with the Functionality and Security warranties, and reperform any portion of the Services that are not provided in compliance with the Services warranty, provided in each case that such noncompliance is promptly brought to Voiptime Cloud's attention in writing in reasonable detail. No warranty claim may be made more than thirty (30) days after performance or acceptance, as applicable.

10.6Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED "AS-IS," AND VOIPTIME CLOUD DISCLAIMS WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY LAW. Voiptime Cloud does not warrant that the Services or the functions contained in the Subscription Service will meet your requirements or that the operation of the Subscription Service will be uninterrupted or error-free. Further, Voiptime Cloud does not warrant that all errors in the Subscription Service can or will be corrected. Voiptime Cloud will not be responsible for any loss of Your Data or inability to perform certain tasks resulting from Your decision to downgrade your Subscription.

11Limitation of Liability

11.1Limitation of Liability

EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

11.2Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11.3Third Party Products

WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

11.4Agreement to Liability Limit

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

12Miscellaneous

12.1Entire Agreement

This Agreement (including each Order Form and Statement of Work), along with our Privacy Policy found here), is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

12.2Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

12.3Contracting Entity and Applicable Law

Your physical address determines which Voiptime Cloud entity you are contracting with for the Subscription and Consulting Services. For this Agreement, "located in" means your shipping or physical address. You are contracting with Voiptime, LLC. and this Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A. without reference to conflicts of law principles. For contracts with Voiptime, LLC., both parties consent to the exclusive jurisdiction and venue of the courts in Boston, Massachusetts, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service or the Consulting Services.

12.4Amendment; No Waiver

We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won't change during the Subscription Term except as we explain in the 'Fees and Payments' section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://voiptimecloud.com/terms-of-service and we will let you via email or in-app notification. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. For the Product Specific Terms pages, if we make updates or changes we will provide notice of those changes at our discretion. The updated Product Specific Terms and Jurisdiction Specific Terms pages will be effective upon posting. We encourage you to review these Customer Terms of Service periodically.

If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

12.5Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

12.6Actions Permitted

Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

12.7Relationship of the Parties

The parties are acting as independent contractors. Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

12.8Compliance with Laws

We will comply with all U.S. state and federal laws, with all E.U. Regulations (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

12.9Severability

If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect.

12.10Notices

To Voiptime Cloud: Notice will be sent to the contact address set forth herein, or by email to privacy@voiptimecloud.com and will be deemed delivered as of the date of actual receipt. To you: your address as provided in our Voiptime Cloud Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

12.11No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.12Anti-Corruption

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.13Contract for Services

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

12.14Survival

The following sections shall survive the expiration or termination of this Agreement: 'Definitions', 'Subscription Term, Fees & Payment', 'Proprietary Rights', 'Confidentiality', 'Indemnification', 'Warranties and Disclaimers', 'Limitations of Liability', and 'Miscellaneous'.

12.15Precedence

In the event of a conflict between the terms of this Agreement and an Order, the terms of the Order shall control, but only as to that Order.

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