Welcome to www.ringio.com owned and operated by Ringobon, LLC dba Ringio (“Ringio”, “us”, “we” or “our”). We provide virtual telecommunication services and related products and services (“Services”). The following terms and conditions form a binding agreement between You and us (the “Agreement”). This Agreement governs both the Services and any assigned toll- free and/or local number account (“Account”) used in connection with the Services. Please review the following terms carefully. Each time you access the Site or use the Services, You are agreeing to be bound by these terms, whether You are a visitor (which means that You simply browse the Site, as defined below), or You are a registered user with an Account.
Consequently, any of the following actions constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization or registration of the Services, either on the telephone or through the Ringio website (Ringio.com) or through any of the Ringio subdomains (e.g. admin.ringio.com) (the Ringio website and subdomains are collectively referred to herein as, the “Site”); or (ii) through the use of your Account and Password (defined below); or (iii) your use of the Site.
1. Ownership. All Materials (defined below), Services, Accounts and content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, the ‘look and feel’ and other material contained on the Site or through the Services (“Content”), are provided by Ringio unless indicated otherwise. All intellectual property rights in the Materials, Content, Services and Accounts (including copyrights, trademarks, service marks, trade secrets and patents) are the property of Ringio or its licensors. Ringio retains all copyrights in the individual pages, and their components, and collective works available at the Site.
The Materials, Content, Services and Accounts are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, sold, offered for sale, or distributed in any way without Ringio’s prior written permission and/or the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of our Materials, Content, Services and Accounts. Nothing in these Agreement grants You any right to receive delivery of a copy of Materials or Content, or to obtain access to our Services and Accounts except as generally and ordinarily permitted through the Site according to these Agreement. Furthermore, nothing in these Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to our Materials, Content, Services and Accounts. Certain of the names, logos, distinctive designs and other materials displayed on the Site or in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
2. Single Copy License. You may download one copy of the materials, including without limitation software and its documentation (collectively, the “Materials”) found on this Site for use with the Services. This is a license, not a transfer of title, and is subject to the following restrictions: unless you receive prior written consent from us and unless you receive any required regulatory approvals, you may not: (a) modify the Materials, Content, Services or Accounts or use them for any commercial purpose or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble software, Materials, Content, Services or Accounts; (c) remove any copyright or other proprietary notices from the Materials, Content, Services or Accounts; (d) unless otherwise provided herein, transfer or resell the Materials, Content, Services or your Account to another person. You agree to prevent any unauthorized copying of the Materials, Content, Services and Accounts.
3. Term. The term of this Agreement begins on the date we activate Services for your Account. This Agreement will continue from month to month until terminated by either party pursuant to the terms hereof.
4. Order Acceptance Policy. Your submission of your order on the Site or receipt of an email confirmation signifies acceptance by Ringio of your order and the provision of your Account. Ringio may verify orders to prevent fraud. Should Ringio suspect the placement of a fraudulent order (even after you have received an email confirmation of acceptance of your order and the provision of your Account), Ringio may contact you by email or telephone regarding such suspected fraudulent order and, in sole discretion, interrupt, restrict or terminate your Account without notice to you by Ringio.
5. Use of Services and Account. You represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Materials, Content, Services and your Account for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or damages our property.
Certain pages on the Site or the access to the Services and/or your Account may be accessed only by use of a Password.
When You set up an Account, You are required to select a unique user ID (“User ID”) and Password to access the Services. You may not transfer or share Your User ID, password or Account information (collectively, the “Account Information”) with any third parties, and You are solely responsible for maintaining the confidentiality of Your Account Information. You acknowledge and agree that we rely on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site or Services using a User ID that we’ve issued to You, we will rely on that User ID and will assume that it is really You or Your representative who is accessing the Site and Services.
You are solely responsible for all uses of the Site and/or the Services and/or your Account with your User ID and Password and all activities that occur under or in connection with Your User ID or Account. You agree to be responsible for any act or omission of any users that access the Site or Services under Your User ID or Account that, if undertaken by You, would be deemed a violation of these Agreement, and that such act or omission shall be deemed a violation of these Agreement by You. You should change your Password once each month. You agree not to register for an Account on behalf of any group or entity without the appropriate authorization. If your Services or Accounts are fraudulently used, you agree to immediately notify us of such unauthorized use. We have the right to interrupt, restrict or terminate Services to your Account, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe.
6. Prohibited Use of the Services. You may not use the Services, your Account, the Materials or Content (a) to generate or facilitate unsolicited commercial telemarketing activities, such as (i) placing calls in violation of laws prohibiting unsolicited marketing calls (“do-not-call laws”), (ii) imitating or impersonating another person or that person’s phone number, or creating false accounts for the purpose of sending spam, (iii) data mining any web property to find phone numbers, (iv) selling, exchanging or distributing to a third party the phone numbers of any person without such person’s knowing and continued consent to such disclosure; (b) to place calls or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content; (c) to enter forwarding phone numbers that are not under your direct control; (d)to transmit content that may be harmful to minors; (e) to impersonate another person (via the use of a telephone number or otherwise) or otherwise misrepresent yourself or the source of any phone call; (f) to illegally transmit a third party’s intellectual property or other proprietary information without such owner’s or licensor’s permission; (g) to use Ringio to violate the legal rights (such as rights of privacy and publicity) of others; (f) to promote or encourage illegal activity; (g) to interfere with other Ringio users’ enjoyment of the Ringio Service; (h) to create multiple user accounts in connection with any violation of the Agreement or create user accounts by automated means or under false or fraudulent pretenses; (i) to sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any Ringio account; (j) to modify, adapt, translate, or reverse engineer any portion of the Services, Materials or Content; (k) to reformat or frame any portion of the web pages that are part of the Site.
7. Charges. You are responsible for paying all charges to your Account for Services, including but not limited to, long distance and directory assistance charges, regulatory and government fees, and for all taxes and surcharges, including regulatory recovery fees, imposed on you or us as a result of your use of the Services.
Each service plan, for both toll-free and local numbers, has (i) a flat monthly service fee (this service fee, which is posted on the Site, is the basic charge associated with your Service. This fee includes the calling charges defined by your Service plan within the continental United States (excluding Alaska, Hawaii and United States territories such as Puerto Rico) and Canada); (ii) a certain number of “free” minutes to be used in the continental United States (excluding Alaska and Hawaii and United States territories such as Puerto Rico) and Canada as posted on the Site, and (iii) an additional minute rate (if you exceed the number of calling minutes on your Service plan, Ringio will bill you for the minutes you use above your allowance) as posted on the Site.
International calls (not including calls to Canada) and calls to areas outside the continental United States (including, but not limited to, Alaska and Hawaii and United States territories such as Puerto Rico), including calls forwarded from the continental United States and Canada to such international areas, are charged based on the international outbound rates posted on the Site. International calls (not including calls from Canada) and calls from areas outside the continental United States (including, but not limited to, Alaska and Hawaii and United States territories such as Puerto Rico), including calls forwarded from such international areas into the continental United States and Canada, are charged based on the international inbound rates posted on the Site.
Ringio may charge initiation fees and additional fees for optional features, add-ons, and other added products and Services. Such fees are posted on the Site.
Ringio reserves the right to change its pricing and/or billing practices in its sole discretion. Ringio reserves the right to change its pricing and/or billing practices in its sole discretion.
Ringio may introduce new products and Services at special introductory pricing. Introductory pricing may change at Ringio’s discretion. Ringio bills usage charges in one minute increments with a one minute minimum, or as otherwise stated by your Service plan.
Service plans are charged once a month or upon the usage of an additional 1000 minutes, whichever comes first.
Customers with past due balance on previous or multiple accounts will be charged the full balance due upon opening a new account or updating their credit or debit card on file.
8. Billing and Payment. Any applicable initiation fees and monthly recurring charges are billed in advance of the month of usage. You will also be billed for additional minutes you used (which exceeded the number of calling minutes in your plan); either on the month following such usage or upon the usage of an additional 1000 minutes, whichever comes first. Usage charges are billed in arrears.
We may permit you to submit payment for Services through a third party payment service provider at our discretion, in which case you represent and warrant that you have complied with all requirements of such third party service provider and that we have the right to request and receive payment from such third party service provider regarding Your purchase of access to the Services. If payment for Services is submitted directly through the Site, You will be required to give us a valid credit or debit card number (VISA, MasterCard, American Express or any other issuer then accepted by us) and associated payment information at the time You order any Services hereunder, including all of the following: (i) Your name as it appears on the card, (ii) the credit or debit card type, (iii) the date of expiration of Your credit or debit card, (iv) billing address, and (v) any activation numbers or codes needed to charge Your card. Your credit or debit card issuer agreement governs Your use of Your designated credit or debit card, and You must refer to that agreement and not this Agreement to determine Your rights and liabilities as a cardholder. You agree that no additional notice or consent is required before we (or our third party payment service provider) invoice the credit or debit card for all amounts due and payable. By providing us with Your credit or debit card number and associated payment information, You agree that we, and/or our third party payment service providers are authorized to immediately invoice Your Account for all fees and charges due and payable to us as a result of Your order, including but not limited to Service fees, set up fees, subscription fees or any other fee or charge associated with Your access to the Services.
You agree that access to the Services requires a recurring payment and you agree that we (or our third party payment service provider) will automatically invoice Your credit or debit card at the beginning of each recurring monthly period or upon the usage of an additional 1000 minutes, whichever comes first. You agree to immediately notify us of any changes to your credit or debit card account, such as account number, billing address, or expiration date changes. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and pro-rations. You also agree that there may not be refunds or credits for partial recurring periods of Services or refunds for unused recurring periods, except as expressly provided in Section 9, in the event of us discontinuing the Services. Time is of the essence for payment.
You agree that in the event we are unable to collect the fees You owe us for the Services specified in Your order, we may take any other steps we deem necessary to collect such fees from You, and that You will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that we may collect interest at the lesser of 1.8% per month or the highest amount permitted by law on any amounts not paid when due. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
Notice of any disputes must be in writing and received by us at our address within thirty (30) days after the invoice date or you will waive any objection.
9. Default/Termination. After the initial 30-day trial period, you may terminate this Agreement at any time with thirty (30) days notice in accordance with the immediately following procedure. You must give such notice of termination by “Submitting a Ticket” to our Billing Department. You can “Submit a Ticket” on the Support Center page of the Site at http://support.ringio.com. Upon receipt of your Ticket, indicating your desire to terminate this Agreement, we will generate a Cancellation Ticket to cancel your Account. We will send to you, by e-mail, a Cancellation Ticket Number to confirm that your termination notice was received. If you do not receive a Cancellation Ticket Number, your termination notice may not have been received by us. You may contact our Customer Support Department at 1-888-727-5776 to verify the generation of a Cancellation Ticket Number. Your termination request will be fulfilled within 1 (one) business day. Because minutes are paid in arrears, a final payment for minute usage will be processed on your next billing date after termination.
We may terminate this Agreement at any time without notice as provided in Section 25 herein. Upon termination, and at our sole discretion, the fees for our services (e.g. the initial sign up charges) may be refunded to you. Any additional charges incurred after the initial signup will not be included in this refund.
If you fail to pay any amount owed to us within 5 days after the due date, or if you have in the past failed to pay amounts due us or an affiliate of ours, or if you breach any representation to us or fail to perform any of the promises you have made in this Agreement, or if you are subject to any proceeding under the Bankruptcy Act or similar laws, you will be in default and we may, in our sole discretion and with or without prior notice, restrict or terminate Services and/or terminate this Agreement, in addition to all other remedies available to us.
Upon termination of this Agreement and/or your Services, your right to use the Services immediately ceases. You shall have no right and we will have no obligation thereafter to forward any unread or unsent messages to you or any third party. We may require reactivation charges to renew Services after termination or suspension.
Upon termination, you are responsible for paying all amounts and charges owing under this Agreement.
Should your credit or debit card decline for any reason, we will attempt to charge it again in 5 (five) days. If the third attempt to bill your credit or debit card is unsuccessful on the 10th (tenth) day, your account will be terminated and we will notify you of such termination by email, by message sent to your voicemail box, or by telephone.
Accounts will be terminated if we are not able to confirm an order by phone and do not receive any replies from the account holder. A credit or debit card authorization form will be required to reactivate such accounts.
10. Account Changes. You may change Service features or Service plans by notifying us in writing or by telephone. All requests need to provide name, address, account number, and administrative Password or be submitted from the original email address on file.
11. Ownership of Toll Free Number. You are the owner of any toll free telephone number assigned to you by Ringio or transferred by you to Ringio. Prior to termination of your Account for any reason, you may request to transfer your toll-free number to another carrier at no extra charge. If you fail to transfer your toll-free number to another carrier prior to terminating your Account, then following the termination of your Account, your toll free number becomes property of Ringio. It is your responsibility to have your toll free number transferred to another carrier prior to canceling your Account.
12. Ownership of Local Number. You are the owner of any local telephone number assigned to you by Ringio or transferred by you to Ringio (“Local Number”). Prior to termination of your Account for any reason, you may request to transfer your Local Number to another carrier at no extra charge. If you fail to transfer your Local Number to another carrier prior to terminating your Account, then following the termination of your Account, your Local Number becomes property of Ringio. It is your responsibility to have your Local Number transferred to another carrier prior to canceling your Account.
13. Modification to Prices or Billing Terms. Ringio reserves the right, at any time, to change its prices and billing methods for Materials, Content, Services and Accounts, effective immediately upon posting on the Site or by e-mail delivery to you.
14. Modification; Assignment. We may change or modify this Agreement from time to time, but any such change (a) will be made in good faith, and (b) if significant (as determined in the sole discretion of Ringio), will only be made after first providing you with notice of the change. You can review the most current version of this Agreement at any time at our Site (Ringio.com). If you do not agree to a significant change, you may terminate this Agreement by giving us written notice within 15 days of receipt of our notice of such significant change. No hand-marked changes on this Agreement or any amendment by you will be valid unless we accept the changes in writing. Delivery by facsimile transmission (fax) of a copy of a modification of this Agreement shall be effective as delivery of an original.
15. Assignment. We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of Ringio to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.
16. NO WARRANTIES. THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS ARE PROVIDED “AS IS.” WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by Ringio, your sole remedy for such reliance is against the third person making such representation or warranty.
17. LIMITATION OF LIABILITY. IN NO EVENT SHALL RINGIO, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (iii) NONPERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (vi) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF RINGIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RINGIO ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNTS (1) WILL BE UNINTERRUPTED OR ERROR FREE; (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS; (3) IS SECURE; OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNT.
IN NO EVENT SHALL RINGIO, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE SERVICES.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, RINGIO SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND RINGIO AGREE THAT IN NO EVENT SHALL LIABILITY OF RINGIO TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABILITY.
YOU AND RINGIO AGREE THAT THIS SECTION 17 OF THE AGREEMENT, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND RINGIO. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, RINGIO WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU.
THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
18. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS RINGIO, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON’S USE OF ANY ACCOUNT, USER ID OR PASSWORD YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF RINGIO OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
19. Emergencies. RINGIO IS NOT A “DIAL-TONE” PROVIDER. IN THE EVENT OF AN EMERGENCY WHILE USING YOUR SERVICES, HANG UP AND DIAL “911″. YOU MUST USE THE TELEPHONE SERVICE PROVIDED BY YOUR LOCAL CARRIER TO MAKE A 911 CALL.
20. Voxeo Pass-Through terms. We partner with Voxeo Corporation to provide toll free services. Our contractual relationship states that You agree to the following terms:
20.1. Network Security. You acknowledge that the portion of the VOXEO Voice Centre through which content will pass and the servers on which content will be stored will not be segregated or in a separate physical location from servers on which VOXEO’s other customers’ content is or will be transmitted or stored.
20.2. Content. You are and shall be solely responsible for the creation, editorial content, control, and all other aspects of your content. You represent and warrant that you have obtained (or will obtain, prior to transmission to the VOXEO Voice Centre) all authorizations and permissions required to use and transmit your content over the VOXEO Voice Centre as part of the Subscriber Services.
20.3. Lawful Purposes. You agree that you will use the Services only for lawful purposes and in accordance with your agreement with Ringio. You shall comply with all applicable laws and regulations when using the Services or accessing the VOXEO Voice Centre, including without limitation, compliance with applicable international export and privacy laws, privacy policies and other laws regarding the transfer and/or transmission of data.
20.4. Critical Applications. You acknowledge and agree that the Services and the VOXEO Voice Centre are not designed, intended, authorized or warranted to be suitable for hosting life-support applications or other critical applications where the failure or potential failure of the Subscriber Services or the VOXEO Voice Centre can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support systems, and delays in getting medical care or other emergency services. You acknowledge and agree that use of the VOXEO Voice Centre and/or the Subscriber Services to support such applications is fully at your own risk and that you assume all risk arising out of such use.
20.5. No Harmful Code. You represent and warrant to VOXEO that no content shall be knowingly transmitted by you or your end users through the VOXEO Voice Centre containing any program, routine or device which is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, including without limitation, any ‘time bomb’, virus, drop dead device, malicious logic, worm, Trojan horse or trap or back door (collectively, “Harmful Code”).
20.6. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIBER SERVICES ARE PROVIDED BY VOXEO AND ITS SUPPLIERS “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED BY VOXEO AND ITS SUPPLIERS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. VOXEO AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES.
21. Force Majeure. Either party shall be excused from any delay or failure in performance hereunder, other than the payment of moneys, caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, riots, terrorism, war or government requirements.
23. Cooperation With Government Authorities. If necessary and in accordance with applicable law, Ringio will cooperate with local, state, federal, international and/or worldwide government authorities to protect this Site, Materials, Content, Services, Accounts, visitors, customers, Ringio, its parents, subsidiaries, affiliates and their respective members, managers, directors, officers, employees, stockholders and agents and operational providers, from the unauthorized use of this Site, Materials, Content, Services and Accounts.
25. Dealings With Advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. YOU AGREE THAT RINGIO, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS OR AS A RESULT OF SUCH ADVERTISERS ON THE SITE.
26. Notices. Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered, mailed by first-class mail, postage pre-paid or sent by facsimile or electronic mail, addressed, (a) if to you, at the address as kept in our files or at such other address as you shall have furnished to us in writing, or (b) if to us at 2300 Woodland Crossing Dr Ste 435, Herndon, VA 20171, attention Customer Support Department. Your notice must specify your name and Account. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (ii) if sent by facsimile, when sent and receipt is telephonically confirmed or (iii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above. Oral notices shall be deemed effective on the date reflected in our records.
27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding that body of law applicable to conflicts of law.
28. Jurisdiction and Venue. You and Ringio agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a Virginia state or federal court sitting in Fairfax County, Virginia, United States of America. You and Ringio each waive any objection you or Ringio may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
29. Copyrights Violations. We respect the intellectual property of others, and we ask You to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
Our Copyright Agent for notice of claims of copyright infringement on the Site or Services can be reached by directing an e-mail to firstname.lastname@example.org .
30. Electronic Communications. The communications between You and Ringio use electronic means, whether You visit the Site or send us emails, or whether Ringio posts notices on the Services or communicates with You via email. For contractual purposes, You (a) consent to receive communications from Ringio in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ringio provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. The foregoing does not affect Your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site.
31. General Information. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.
You hereby consent to Ringio publicizing the existence (but not the terms) of the relationship contemplated hereunder as a part of promotional and marketing activities from time to time by Ringio.
This Agreement constitutes the entire agreement between Ringio and you with respect to your use of Ringio Site, Materials, Content, Services and your Account, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between Ringio and you with respect thereto.
The failure of Ringio to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
You are responsible for compliance with all applicable laws.
You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of Your obligations hereunder.
The paragraph headings in this Agreement, shown in boldface type, are included only to help make the agreement easier to read and have no binding effect.
32. Violations. Please report any violations of this Agreement to email@example.com
V1.2 updated 4/14/10