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Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE.

These Terms of Use govern the services made available to you by HelloSells ("HelloSells," "we," "us" or "our"). By accessing or using this website or other HelloSells product or service (collectively, the "Site"), you signify that you have read, understood and agreed to be bound by these Terms of Use and any other applicable law. If you do not agree to these Terms of Use, please do not use the Site. Your continued use of the Site will constitute receipt of notice and acceptance of any such changes."

Warranty Disclaimer

The Site and the services sold on or through the Site are provided AS IS, AS AVAILABLE and without warranties of any kind. You use the Site at your own risk. With respect to the Site,content, and services sold on or through the Site, to the fullest extent permitted by law, we disclaim all warranties, expressions, implied or statutory, including, but not limited to, implied warranties of title, quality, performance, merchantability, fitness for a particular purpose, accuracy, title and non-infringement. Without limiting the foregoing, we do not warrant that (i) the Site or other services will meet your specific requirements or desired results, (ii) the Site will be uninterrupted, error-free, timely or secure, (iii) any defects will be corrected, (iv) the Site is free of viruses or anything else harmful, or (v) the results obtained from the use of the Site will be accurate or reliable. To the fullest extent permitted by the law, we do not make any warranties or representations regarding the use of materials, Site Content or User Content or items placed for display in terms of their correctness, accuracy, adequacy, timeliness, reliability, completeness or otherwise. You understand and agree that you download or otherwise obtain Site content at your own risk, and that you will be solely responsible for your use of and any damage to any device on which you access the Site, including loss of data or other harm of any kind that may result. We reserve the right to change any and all Site content and other items used or contained in the Site at any time without prior notice. No advice or information, whether oral or written, obtained by you from us or through the Site will create any warranty not expressly stated herein.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, HELLOSELLS SHALL NOT BE LIABLE TO YOU OR ANYONE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO (I) THE USE OR THE INABILITY TO USE THE SITE; (II) THE SITE CONTENT OR THE CONDUCT OF OTHER SITE USERS OR THIRD PARTIES; (III) THE PERFORMANCE OF THE SERVICES PURCHASED THROUGH THE SITE; (IV) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED, MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (VI) TERMINATION OR DOWNGRADING OF YOUR ACCOUNT; OR (VII) ANY OTHER MATTER RELATING TO THE SITE OR ANY OF OUR OTHER SERVICES. OUR MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE TERMS OF USE, USE OF THE SITE OR SITE CONTENT IS THAT YOU STOP USING THE SITE. IF WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE, OUR LIABILITY SHALL NOT EXCEED U.S. $100.00. OUR LIABILITY SHALL NEVER EXCEED THE AMOUNTS PAID TO US BY YOU FOR OUR SERVICES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU."

Indemnification

You agree to indemnify, defend and hold harmless HelloSells, its affiliates, officers, directors, employees, agents and licensors from and against all losses, liabilities, costs (including without limitation attorneys' fees), damages, judgments and claims, of every kind and nature, arising from or relating in any way to your use of the Site, your conduct in connection with the Site or your violation of these Terms of Use, any law, or the rights of any third party.

Changes to Site

You agree to indemnify, defend and hold harmless HelloSells, its affiliates, officers, directors, employees, agents and licensors from and against all losses, liabilities, costs (including without limitation attorneys' fees), damages, judgments and claims, of every kind and nature, arising from or relating in any way to your use of the Site, your conduct in connection with the Site or your violation of these Terms of Use, any law, or the rights of any third party.

Your Obligations

You agree to use this Site only for lawful purposes. Any conduct by you that, in our sole discretion, restricts, inhibits or interferes with the ability of any other user to enjoy the Site will not be tolerated, including by means of hacking or defacing any portion of the Site, or by engaging in spamming, flooding or other disruptive activities. You are strictly prohibited from communicating on or through the Site any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racial, ethnical or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law. We reserve the right to terminate or suspend your access to and use of the Site, or parts of the Site, without prior notice, if we believe, in our sole discretion, that you have violated any applicable law or your use is harmful to our interests or the interests, including intellectual property or other rights, of another user or other third-party partners, affiliates, sponsors, providers, licensors or merchants.

With respect to your account, you agree to provide true, accurate, current and complete information about yourself. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete or not current, we reserve the right to suspend or terminate your account without prior notice and refuse any and all current and future use of the Site. Furthermore, you agree that we will not be liable to you or any third party for any termination of your access to your account or the Site.

When you create your account, you will be asked to supply a user ID and password. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access the Site using your account or user ID.

These Terms of Use are effective until terminated by either party. If you no longer agree to be bound by these Terms of Use, you must cease your use of the Site. Your use of the Site is at your sole risk. If you are dissatisfied with the Site, its content or any of these Terms of Use, your sole and exclusive legal remedy is to discontinue using the Site.

Trademark and Copyright Notice

All the content on the Site is subject to trademark, service mark, copyright and/or other intellectual property rights held by HelloSells. All title and full intellectual property rights protected by U.S. or international copyright laws are reserved for any materials downloaded or otherwise received from the Site. Trademark or copyright notices may not be deleted or altered in any way. Trademarks and copyrights may not be used in connection with any third-party services.

HelloSells grants you a license that is non-exclusive and non-transferable, with a limited right to access, use and display the Site and the informational materials contained in the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. Except as provided above or as permitted by the fair use privilege under U.S. copyright laws (17 U.S.C. section 107), you may not upload, post, reproduce or distribute in any way content protected by copyright, or other proprietary right, without obtaining express permission of the owner of the copyright or other proprietary right. No title, rights or interests in any downloaded materials from the Site are afforded you as a result of such downloading for personal, non-commercial use. You acknowledge that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.

Proprietary Rights

HelloSells owns all the content on the Site, including text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words and phrases, page headers and software as well as the design, coordination, arrangement, enhancement and presentation of this material.

Copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying, deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting or creating derivative works of this content, or posting this content or selected portions of this content in any manner on any network computer, broadcast media or other technologies existing now or hereinafter developed for unauthorized publication or commercial use without the prior written consent of HelloSells are strictly prohibited. You hereby agree not to reproduce, duplicate, copy, sell, resell, decompile, disassemble or exploit for any commercial purposes any portion of the Site, use of the Site or access to the Site, or to collect any information about Site visitors or registered users of the Site.

Electronic Communications

When you send emails to us, you are communicating with us electronically and consent to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Links to Other Sites

The Site may contain links to sites owned or operated by independent third parties. These links are provided for your convenience and reference only. We do not control such sites and, therefore, we are not responsible for any content posted on these sites. Links should not be construed in any way as an endorsement, authorization or sponsorship of that site or its content. Some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, and we cannot be held responsible for the accuracy, copyright compliance, legality or decency of material contained in third-party sites; you hereby irrevocably waive any claim against us with respect to such sites.

General Information

In addition to the rights and privileges described in the terms, conditions and policies outlined above, we further reserve the right to electronically monitor areas of our Site and may disclose any content, records or electronic communication of any kind if required to do so by any law, regulation or government request, if such disclosure is necessary or appropriate to operate the Site, or to protect our rights or property, or the rights of the users, partners, affiliates, sponsors, providers, licensors or merchants. If alerted to allegedly infringing, defamatory, damaging, illegal or offensive content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such content from the Site. Quality customer service is our top priority. References to or descriptions of services on the Site should not be interpreted as endorsements of such services. Price, quantity and availability of any service are subject to change without prior notice.

We control the Site from our corporate offices within the United States. By accessing and using the Site you agree that such access and use is subject to the terms, conditions and policies outlined above as well as applicable laws, as governed and interpreted pursuant to the laws of the state of Oregon. Our failure to insist upon strict performance of any provision of these terms, conditions and policies will not be construed as an implicit waiver of any provision or right.

If any part of this agreement is ruled to be unenforceable, then such part shall be severed, with the remainder of the agreement remaining in full force and effect. These terms, conditions and policies constitute the entire agreement between you and HelloSells governing your use of the Site. Your use of the Site is also subject to our Privacy Policy.

Privacy Policy

HelloSells Privacy Policy

This Privacy Policy describes how HelloSells ("HelloSells", "we", "us" or "our"), collects and uses your information through its services. This Privacy Policy does not apply to any information we collect through other sources. By using our website or other HelloSells product or services (collectively, the "Site"), you consent to our Privacy Policy."

Changes to This Privacy Policy

We may change this Privacy Policy at any time to update it for changes in law, regulations or our business practices and policies by taking one or more of the following actions: posting a notice of the changes for a reasonable time period at appropriate pages on our Site, or mailing or emailing you a notice of the change, both of which will be sent to the contact address associated with your registration. Your continued use of the Site after we post or send you notice of the changes will be considered your acceptance of the changes and the revised Privacy Policy. Contact us at 1.800.550.4955 if you have questions about the changes.

Information We Collect

HelloSells may collect different types of personal or other information when you visit the Site, place orders with us or use our mobile services. You consent to our collection, transfer and storage of your information as described below:

"HelloSells may change or modify the information, services, materials and any other resources contained on or accessible through this Site, or discontinue this Site altogether, at any time without prior notice. HelloSells may modify the Terms of Use at any time, and such modifications shall be effective immediately upon posting of the modified Terms of Use. Accordingly, you agree to review the Terms of Use periodically, and your continued use of this Site shall be deemed your acceptance of the modified Terms of Use."

1. Information Provided to Us

We collect and store any personal information you provide to us. Such personal information may include your name, phone number, email and physical address, and other information. You can choose not to provide us with certain information, but this may limit your ability to take advantage of some services or features we offer.

2. Information We Collect from You

We may automatically collect and store various types of non-personal information when you interact with our services. Non-personal information we may collect includes, but is not limited to, information on our server logs from your browser including your IP address, cookie information, device hardware information, browser type and language, system type, whether you have enabling software to access certain features, referring website URLs, information about your purchases and other information about your interactions with us. This information helps us keep you logged in, remember your preferences, confirm delivery of email communications and generally observe how people are using our services, but it cannot identify you unless you link it to your personal information.

3. Children's Privacy

We do not knowingly collect or solicit personal information from children who are under age 13.

4. Collection Tools

We may automatically collect and store information through our services or information that is stored by your browser or access device during your use of our services. We may use a variety of methods to collect this information, including cookies, pixel tags, log files, web beacons or other methods ("Collection Tools"). We use Collection Tools to enhance your experience and make it more efficient. For example, we may track the use of our services or keep users logged in and remember their preferences. We may use Collection Tools in emails or other communications with you to confirm delivery and to track communications or use of our services. If you prevent the use of these Collection Tools, you may not be able to use our services, and many features may not function properly.

How We Use Information

The information we gather enables us to provide you with our services, administer your account and manage your orders. You consent to our use of your information to do the following:

Enable you to use our services, features and other activities.

Enhance, customize and personalize your HelloSells experiences and communications.

Operate, provide, improve and maintain our services, including user behavior analysis.

Communicate with you about your purchases, account information and other administrative or customer service issues.

Administer promotions, provide other features and display relevant marketing to you.

Contact you as described in the "Communications and Notifications" section below.

Information We Share

You consent to our sharing of information for the purposes described below.

Affiliates

We may share your information with HelloSells companies and affiliates.

Service Providers and Contractors

We may share your information with our service providers or contractors to conduct business on our behalf. For example, they may handle maintaining servers; sending emails; analyzing data; providing marketing assistance; processing credit card payments, bank electronic fund transfers and billing; providing customer service information analysis and data management; providing validation services; and administering other services and features.

Business Transfers

If HelloSells goes through a business transaction (such as a reorganization, corporate restructuring, merger, acquisition or sale of a portion of its assets), user information, including both personal and non-personal information, would be transferred to or acquired. You acknowledge that such transfers may occur, and that any party who acquires our assets or succeeds to our business may continue to use your information as set forth in this Privacy Policy.

By Law or to Protect Rights

We may disclose information when we believe that disclosure is necessary to comply with the law; to enforce or apply this Privacy Policy or our Terms of Service and other agreements; to protect the rights, property or safety of HelloSells, our employees, affiliates, users or others; and to defend ourselves against third-party claims. This may include exchanging information with other companies and organizations for fraud protection and credit risk reduction. We may also disclose information upon governmental request or in response to a court order.

With Your Consent

We may share information when you provide us with your consent to do so. This may occur either when you affirmatively consent to a request or when you consent as provided in this Privacy Policy. For instance, when you use information or services from our affiliates or a third party through us, or when you post information to our services, you provide your consent for us to share that information with others.

Protect Your Information

You are responsible for maintaining the security of your account and password and restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your account or password. Please keep your password secure. Do not share your password with anyone else.

Access to Information

To modify or delete your personal information, please adjust your account settings. We may keep your old personal information and content in our backup files and archives until it is deleted through our data storage procedures.

Communications and Notifications

We may use email, phone or other contact methods to (1) notify you of special offers, newsletters, and product alerts or features in which we believe you may be interested; (2) request information regarding your account or payment; (3) disseminate passwords, validate requests and provide customer support; and (4) provide you with information at your request. You consent to receive any such communications. To unsubscribe from certain communications, please change your communication settings or follow the instructions in the email or other communication you receive. There are some essential, administrative communications that you cannot opt out of. Regardless of the settings you select, we may still send you service-related communications. All changes may take a few days to become effective. For example, if you unsubscribe from any of our communications, you may still receive communications already in production due to production schedules.

Third-Party Sites

We are not responsible for the content of any pages, websites, applications or other services linked to or from the HelloSells service. Links appearing on the Site are for convenience only and are not an endorsement by us or our affiliates or their partners of the referenced content, product, service or supplier. Linking to or from any off-site pages or other websites is at your own risk. You should carefully review the terms and conditions and privacy policies of all other pages, websites, applications and services that you visit and/or use.

International Users

Our operations are conducted, in whole or in part, in the United States. Regardless of where you live, you consent to have your personal information transferred, processed and stored in the United States, and to allow us to use and collect your personal information in accordance with this Privacy Policy.

Terms of Use

This Privacy Policy is incorporated into, and is subject to, the Terms of Use. Your use of our services (including any products sold through our services), and any disputes arising from that use, is subject to this Privacy Policy and our Terms of Use. Please visit our Terms of Use to review other terms governing the use of our services.

Media Web Policy

HelloSells SocialMedia Policy

This disclaimer ("Disclaimer") and terms and conditions ("Terms") are for anyone who may wish to interact with HelloSells online. We welcome and encourage open discussion on social media channels maintained by HelloSells and look forward to your comments."

Disclaimer

The opinions and/or views expressed on HelloSells social media represent the thoughts of individuals and online communities, and not those necessarily of HelloSells or any of its corporate affiliates or any of their respective officers, employees, staff or members of board of directors. The opinions and views expressed on these pages do not in any way reflect the views of the site they are posted on, other sites affiliated with the site, the staff involved with maintaining the site or any members of the site.

HelloSells makes reasonable efforts to monitor and/or moderate content posted on its social media platforms, but we do not moderate all comments and cannot always respond in a timely manner to online requests for information.

Terms

Your use of any of the social media channels maintained by HelloSells is subject to the Terms set forth herein. By accessing, viewing, posting or otherwise using any content on or available through the HelloSells social media sites, you accept these Terms. If you do not agree to these Terms, do not use the HelloSells social media sites.

"HelloSells may change or modify the information, services, materials and any other resources contained on or accessible through this Site, or discontinue this Site altogether, at any time without prior notice. HelloSells may modify the Terms of Use at any time, and such modifications shall be effective immediately upon posting of the modified Terms of Use. Accordingly, you agree to review the Terms of Use periodically, and your continued use of this Site shall be deemed your acceptance of the modified Terms of Use."

By using our social media sites you agree not to:

Infringe on the rights of any third party
Post material that is unlawful, obscene, defamatory, threatening, harassing, abusive,slanderous, hateful or embarrassing to any other person or entity as determined by HelloSells in its sole discretion
Impersonate another person
Allow any other person or entity to use your identification for posting or viewing comments
Post spam

HelloSells does not moderate or censor comments, but we reserve the right to delete comments that are abusive or off topic or offensive content. Specifically, HelloSells may: edit comments for content; remove off-topic contributions; delete offensive comments and attacks; block offensive contributors; and delete spam and suspected spam.

Please be aware that once you post something online, there is the potential for many people to read your words, even years from now. As a result, we suggest that you exercise caution when posting medical information on any of our social media sites and that you not disclose personally identifiable information like your location, medical information, financial information, etc.

HelloSells is not responsible for the content of any comments or responses posted to any web site or social media site.

All links to other sites from HelloSells social media are provided as a service to readers, but such linkage does not constitute endorsement of those sites by HelloSells, and as such we are not responsible for the content of external sites.

Neither HelloSells nor its content or service providers guarantees or warrants HelloSells social media against errors, defects, delays, omissions, interruptions or losses, including losses of data, nor are any files downloaded from a HelloSells site warranted or guaranteed to be free of viruses, bugs, worms or other destructive properties.

You grant to HelloSells the irrevocable, perpetual, transferable, non-exclusive and royalty-free worldwide license and right (i) to reproduce, publish, distribute and display content; (ii) to create derivative works from the content; (iii) to edit, modify or delete content; and (iv) to use the content for any HelloSells purpose.

HelloSells reserves the right to monitor, restrict, block, suspend or discontinue your access to the HelloSells social media sites, at any time, with or without advance notice and for any reason or no reason at all.

HelloSells may, without any liability to you, disclose your communications and activities with HelloSells social media in response to lawful requests by government authorities, judicial orders, warrants or subpoenas, or for the protection of HelloSells rights.

You agree to defend, indemnify and hold HelloSells and its content providers and service providers harmless from any and all claims, liabilities, losses, damages, settlements, judgments, costs and expenses, including attorney's fees, arising in any way from your use of or access to HelloSells social media.

HelloSells may suspend, change or discontinue any aspect of HelloSells social media at any time.

HelloSells social media and all content and materials provided through HelloSells social media are provided "as is available" without warranty of any kind, either express or implied, including, without limitation, any warranty for information, data, uptime or uninterrupted access; any warranties concerning the availability, accuracy, completeness or usefulness; and any warranties of title, non-infringement, merchantability or fitness for a particular purpose. HelloSells hereby disclaims any and all such warranties, express and implied.

In no event, including but not limited to negligence, shall HelloSells or any of its directors, officers, employees, agents or content or service providers be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from or directly or indirectly related to the use of, or the inability to use, HelloSells social media or the content, materials and information related thereto, your provision of information via HelloSells social media, lost business or lost sales, even if advised of the possibility of such damages in advance.

Any dispute, claim or action related to your use of, viewing of, posting to, or access to HelloSells social media shall be construed in accordance with the laws of the state of Washington, without regard to its conflicts of laws principles.

HelloSells reserves the right, at its sole discretion, to suspend, modify or update these Terms at any time without advance notice. Changes will be effective when posted, and the continued use of HelloSells social media after such changes to the Terms are posted will be considered acceptance of those changes.

If you have questions about HelloSells social media activities, please contact us at: help@hellosells.com.

Terms and Conditions of Service

These terms of service (which we'll refer to below as the "Agreement") are a contract between you and A-CTI FULL Inc. dba HelloSells (which we'll refer to below as just "FULL"). This Agreement will govern your use of FULL's products and services and all other aspects of your commercial relationship with FULL, so please read it carefully. By using or continuing to use FULL's products and/or services, you agree to each of the terms and conditions below.

FULL'S SERVICES

In exchange for the payments associated with the plan you've selected, FULL will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by FULL's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without FULL's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that the software and systems through which FULL delivers the Services are proprietary to FULL and shall in all events remain the exclusive property of FULL.

After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (e.g., the written messages that FULL's agents take on your behalf) (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize FULL to provide access to the Services to any person who presents your Credentials. FULL may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to FULL, you authorize FULL to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to FULL's provision of the Services.

In order to deliver the Services, FULL needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that FULL may (i) patch calls from third parties to you to the telephone number(s) that you provide to FULL for those purposes; (ii) create and maintain written records of messages from third parties to you that FULL takes on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to FULL for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to FULL in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to FULL; and (vii) take all other steps that are reasonably necessary in order for FULL to deliver the Services. You agree to inform FULL immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, FULL will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.

You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.

BILLING AND PAYMENT

You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize FULL to collect from you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by FULL's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.

You agree to pay to FULL the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize FULL to send your invoices to the primary email address you provided during sign-up, and to inform FULL immediately and in writing of any change to that email address or your other billing information. If you have provided FULL with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize FULL to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize FULL to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform FULL immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from FULL.

TERM AND TERMINATION

This Agreement will continue on a month-to-month basis until you or FULL terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or FULL may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, FULL may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or FULL's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of FULL's right to enforce, any obligation that arose during the term of this Agreement.

DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION

EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, FULL FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, FULL cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; FULL expressly disclaims any and all warranties to that effect.

FULL'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO FULL OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL FULL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

You agree to indemnify, defend, and hold harmless FULL from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by FULL as a result of, or in connection with, any third party claim or cause of action against FULL (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement.

MISCELLANEOUS

This Agreement supersedes all previous agreements between you and FULL, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the full, final, and entire agreement between you and FULL regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, FULL shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and FULL or any of FULL's employees or other agents.

This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with FULL will be governed by, the laws of the United States and the State of Oregon, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with FULL shall be settled exclusively by binding arbitration to take place in Multnomah County, Oregon under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against FULL, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.

A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by FULL. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. FULL may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without FULL's written consent.

TERMS OF SERVICE

These terms of service (which we'll refer to below as the "Agreement") are a contract between you and A-CTI FULL Inc. dba AnswerForce (which we'll refer to below as just "FULL"). This Agreement will govern your use of FULL's products and services and all other aspects of your commercial relationship with FULL, so please read it carefully. By using or continuing to use FULL's products and/or services, you agree to each of the terms and conditions below.

FULL'S SERVICES

In exchange for the payments associated with the plan you've selected, FULL will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by FULL's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without FULL's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that the software and systems through which FULL delivers the Services are proprietary to FULL and shall in all events remain the exclusive property of FULL.

After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (e.g., the written messages that FULL's agents take on your behalf) (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize FULL to provide access to the Services to any person who presents your Credentials. FULL may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to FULL, you authorize FULL to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to FULL's provision of the Services.

In order to deliver the Services, FULL needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that FULL may (i) patch calls from third parties to you to the telephone number(s) that you provide to FULL for those purposes; (ii) create and maintain written records of messages from third parties to you that FULL takes on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to FULL for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to FULL in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to FULL; and (vii) take all other steps that are reasonably necessary in order for FULL to deliver the Services. You agree to inform FULL immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, FULL will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.

You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.

BILLING AND PAYMENT

You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize FULL to collect from you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by FULL's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.

You agree to pay to FULL the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize FULL to send your invoices to the primary email address you provided during sign-up, and to inform FULL immediately and in writing of any change to that email address or your other billing information. If you have provided FULL with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize FULL to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize FULL to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform FULL immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from FULL.

TERM AND TERMINATION

This Agreement will continue on a month-to-month basis until you or FULL terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or FULL may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, FULL may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or FULL's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of FULL's right to enforce, any obligation that arose during the term of this Agreement.

DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION.

EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, FULL FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, FULL cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; FULL expressly disclaims any and all warranties to that effect.

FULL'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO FULL OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL FULL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

You agree to indemnify, defend, and hold harmless FULL from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by FULL as a result of, or in connection with, any third party claim or cause of action against FULL (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement.

MISCELLANEOUS

This Agreement supersedes all previous agreements between you and FULL, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the full, final, and entire agreement between you and FULL regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, FULL shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and FULL or any of FULL's employees or other agents.

This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with FULL will be governed by, the laws of the United States and the State of Oregon, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with FULL shall be settled exclusively by binding arbitration to take place in Multnomah County, Oregon under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against FULL, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.

A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by FULL. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. FULL may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without FULL's written consent.

TERMS OF SERVICE

These terms of service (which we'll refer to below as the "Agreement") are a contract between you and A-CTI FULL Inc. dba AnswerConnect (which we'll refer to below as just "FULL"). This Agreement will govern your use of FULL's products and services and all other aspects of your commercial relationship with FULL, so please read it carefully. By using or continuing to use FULL's products and/or services, you agree to each of the terms and conditions below.

FULL'S SERVICES

In exchange for the payments associated with the plan you've selected, FULL will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by FULL's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without FULL's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that the software and systems through which FULL delivers the Services are proprietary to FULL and shall in all events remain the exclusive property of FULL.

After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (e.g., the written messages that FULL's agents take on your behalf) (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize FULL to provide access to the Services to any person who presents your Credentials. FULL may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to FULL, you authorize FULL to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to FULL's provision of the Services.

In order to deliver the Services, FULL needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that FULL may (i) patch calls from third parties to you to the telephone number(s) that you provide to FULL for those purposes; (ii) create and maintain written records of messages from third parties to you that FULL takes on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to FULL for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to FULL in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to FULL; and (vii) take all other steps that are reasonably necessary in order for FULL to deliver the Services. You agree to inform FULL immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, FULL will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.

You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.

BILLING AND PAYMENT

You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize FULL to collect from you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by FULL's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.

You agree to pay to FULL the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize FULL to send your invoices to the primary email address you provided during sign-up, and to inform FULL immediately and in writing of any change to that email address or your other billing information. If you have provided FULL with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize FULL to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize FULL to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform FULL immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from FULL.

TERM AND TERMINATION

This Agreement will continue on a month-to-month basis until you or FULL terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or FULL may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, FULL may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or FULL's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of FULL's right to enforce, any obligation that arose during the term of this Agreement.

DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION.

EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, FULL FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, FULL cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; FULL expressly disclaims any and all warranties to that effect.

FULL'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO FULL OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL FULL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

You agree to indemnify, defend, and hold harmless FULL from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by FULL as a result of, or in connection with, any third party claim or cause of action against FULL (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement.

MISCELLANEOUS

This Agreement supersedes all previous agreements between you and FULL, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the full, final, and entire agreement between you and FULL regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, FULL shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and FULL or any of FULL's employees or other agents.

This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with FULL will be governed by, the laws of the United States and the State of Oregon, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with FULL shall be settled exclusively by binding arbitration to take place in Multnomah County, Oregon under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against FULL, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.

A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by FULL. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. FULL may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without FULL's written consent.

TERMS OF SERVICE

These terms of service (which we'll refer to below as the "Agreement") are a contract between you and A-CTI FULL Inc. dba LEX Reception (which we'll refer to below as just "FULL"). This Agreement will govern your use of FULL's products and services and all other aspects of your commercial relationship with FULL, so please read it carefully. By using or continuing to use FULL's products and/or services, you agree to each of the terms and conditions below.

FULL'S SERVICES

In exchange for the payments associated with the plan you've selected, FULL will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by FULL's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without FULL's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that the software and systems through which FULL delivers the Services are proprietary to FULL and shall in all events remain the exclusive property of FULL.

After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (e.g., the written messages that FULL's agents take on your behalf) (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize FULL to provide access to the Services to any person who presents your Credentials. FULL may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to FULL, you authorize FULL to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to FULL's provision of the Services.

In order to deliver the Services, FULL needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that FULL may (i) patch calls from third parties to you to the telephone number(s) that you provide to FULL for those purposes; (ii) create and maintain written records of messages from third parties to you that FULL takes on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to FULL for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to FULL in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to FULL; and (vii) take all other steps that are reasonably necessary in order for FULL to deliver the Services. You agree to inform FULL immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, FULL will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.

You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.

BILLING AND PAYMENT

You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize FULL to collect from you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by FULL's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.

You agree to pay to FULL the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize FULL to send your invoices to the primary email address you provided during sign-up, and to inform FULL immediately and in writing of any change to that email address or your other billing information. If you have provided FULL with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize FULL to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize FULL to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform FULL immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from FULL.

TERM AND TERMINATION

This Agreement will continue on a month-to-month basis until you or FULL terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 30 calendar days. Following that period, either you or FULL may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, FULL may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or FULL's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of FULL's right to enforce, any obligation that arose during the term of this Agreement.

DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION.

EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, FULL FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, FULL cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; FULL expressly disclaims any and all warranties to that effect.

FULL'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO FULL OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL FULL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

You agree to indemnify, defend, and hold harmless FULL from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by FULL as a result of, or in connection with, any third party claim or cause of action against FULL (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement.

MISCELLANEOUS

This Agreement supersedes all previous agreements between you and FULL, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the full, final, and entire agreement between you and FULL regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, FULL shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and FULL or any of FULL's employees or other agents.

This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with FULL will be governed by, the laws of the United States and the State of Oregon, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with FULL shall be settled exclusively by binding arbitration to take place in Multnomah County, Oregon under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against FULL, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.

A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by FULL. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. FULL may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without FULL's written consent.

Terms and Conditions of Supply

1. Basis of Contract
  • 1.1. The Service Agreement (the "Agreement") constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
  • 1.2. The Agreement shall only be deemed to be accepted when AnswerConnect issues written acceptance of the Agreement at which point and on which date the contract (the "Contract") shall come into existence (the "Commencement Date").
  • 1.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of AnswerConnect which is not set out in the Contract.
  • 1.4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. Services
  • 2.1. From the Commencement Date, AnswerConnect agrees to make commercially reasonable efforts to provide the services selected by the Customer (the "Services") on the Agreement the Customer agrees to use those Services, in accordance with these terms and conditions.
  • 2.2. AnswerConnect shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and AnswerConnect shall notify the Customer in any such event.
  • 2.3. AnswerConnect warrants to the Customer that the Services will be provided using reasonable care and skill.
3. Customer Obligations
  • 3.1. The Customer shall:
    • 3.1.1. co-operate with AnswerConnect in all matters relating to the Services;
    • 3.1.2. provide AnswerConnect with such information and materials as AnswerConnect may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
    • 3.1.3. provide AnswerConnect with the e-mail, pager, fax, or other telecommunications service that will be used to deliver its messages to the Customer, except the voice mail service that AnswerConnect will provide upon the Customer's request at an additional charge; and
    • 3.1.4. give AnswerConnect at least seven (7) business days prior written notice before any increase in call volume which the Customer is, or ought reasonably be, aware of.
  • 3.2. If AnswerConnect's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
    • 3.2.1. AnswerConnect shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays AnswerConnect's performance of any of its obligations;
    • 3.2.2. AnswerConnect shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from AnswerConnect's failure or delay to perform any of its obligations as set out in this clause 3.2; and
    • 3.2.3. the Customer shall reimburse AnswerConnect on written demand for any costs or losses sustained or incurred by AnswerConnect arising directly or indirectly from the Customer Default.
4. Billing and Payment

The charges for the Services are set out .

  • 4.1. Work interactions on the Customer's account are measured from connection to conclusion of work associated with the interaction including inbound and outbound minutes worked. All interactions we bill in 1 minute increments.
  • 4.2. AnswerConnect reserves the right to increase its charges, provided that such charges cannot be increased more than once in any 12 month period. AnswerConnect will give the Customer written notice of any such increase [3] months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify AnswerConnect in writing within [4] weeks of the date of AnswerConnect's notice and AnswerConnect shall have the right without limiting its other rights or remedies to terminate the Contract by giving 2weeks' written notice to the Customer.
  • 4.3. Monthly recurring charges shall be invoiced monthly, in arrears, and usage charges in excess of the monthly allowance are invoiced during the month on a periodic basis.
  • 4.4. The Customer is responsible for payment of all charges for any Services performed on its behalf by AnswerConnect.
  • 4.5. The Customer shall pay each invoice submitted by AnswerConnect within due date of the invoice and in full and in cleared funds to a bank account nominated in writing by AnswerConnect. Time for payment shall be of the essence of the Contract.
  • 4.6. The Customer shall send AnswerConnect a written notice of any dispute of any invoice issued by AnswerConnect within twenty one (21) days after the invoice date, or such invoice shall be deemed to be correct and payable in full.
  • 4.7. The Customer will provide detailed information regarding any dispute, and agrees to cooperate with AnswerConnect in an investigation of disputed matters.
  • 4.8. If AnswerConnect initiates legal proceedings to collect any amount due under the Contract and AnswerConnect substantially prevails in such proceedings, then the customer will pay AnswerConnect's costs and reasonable legal fees in such proceedings and any appeals.
  • 4.9. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by AnswerConnect to the Customer, the Customer shall, on receipt of a valid VAT invoice from AnswerConnect, pay to AnswerConnect such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
  • 4.10. If the Customer fails to make any payment due to AnswerConnect under the Contract by the due date for payment , then the Customer shall pay interest on the overdue amount at the rate of 1.5% per cent per annum above Barclay's Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  • 4.11. The Customer shall pay all amounts due under the Contract in full without any set- off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). AnswerConnect may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by AnswerConnect to the Customer.
  • 4.12. We do not store credit card details nor do we share customer details with any 3rd parties.
  • 4.13. The Customer understands that its responsibility for payment for all charges survives termination of this Agreement.
5. Intellectual Property
  • 5.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by AnswerConnect.
  • 5.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on AnswerConnect obtaining a written licence from the relevant licensor on such terms as will entitle AnswerConnect to license such rights to the Customer.
  • 5.3. All telephone numbers provided or arranged by AnswerConnect remain the property of AnswerConnect upon any termination of the Services.
  • 5.4. The Services are provided for use only by the Customer, it's employees and authorised agents.
6. Confidentiality
  • 6.1. A party (the "receiving party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party ("disclosing party"), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.
  • 6.2. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 6 shall survive termination of the Contract.
7. Limited Warranties, Remedies, and Damages : THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
  • 7.1. Nothing in these Conditions shall limit or exclude AnswerConnect's liability for:
    • 7.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
    • 7.1.2. fraud or fraudulent misrepresentation; or
    • 7.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  • 7.2. Subject to clause 7.1:
    • 7.2.1. AnswerConnect shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
    • 7.3. AnswerConnect's entire liability for any claim arising out of or relating to this Contract shall be limited to the amounts the Customer paid to AnswerConnect for such service during the twelve (12) months preceding such failure to provide the service. The parties acknowledge that these limitations on potential liabilities were an essential element in setting consideration under the Contract.
    • 7.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • 7.5. AnswerConnect does not give any warranties as to any Services provided under the Contract and does not warrant that it has sufficient resources to handle unexpected increases for transmission errors, corruption of data, or the security of information carried over telecommunication services;
    • 7.6. Subject to the foregoing limitations, if AnswerConnect fails to provide the Services, the Customer sole remedy will be, at AnswerConnect's sole discretion, either:
      • 7.6.1. the correction of the failure to provide the services, or
      • 7.6.2. a refund of the monthly recurring charges paid to AnswerConnect for such services during the period of time that the services were affected.
    • 7.7. This clause 7 shall survive termination of the Contract.
8. Authorization and Credit Check
  • 8.1. All service requests are subject to the approval of AnswerConnect and the Customer authorises AnswerConnect to investigate its credit and grants AnswerConnect permission to disclose to any other interested parties AnswerConnect's payment and/or credit experience with the Customer's accounts.
  • 8.2. AnswerConnect reserves the right to request a letter of credit and/or a security deposit to ensure prompt payment.
  • 8.3. The Customer understand that its responsibility for payment for all charges survives termination of this Agreement.
9. Communication
  • 9.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax [or e-mail].
  • 9.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in the terms of use; if sent by pre- paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
10. Termination
  • 10.1 AnswerConnect is confident in the service that is provided and does not believe in holding you, the 'other party' to a minimum contract. If for any reason you, the 'other party' are dissatisfied then cancellation can be processed at anytime with written notice. A pro-rated amount for the usage will then be charged up to the point at which a cancellation request has been received.
  • 10.2. Without limiting its other rights or remedies, AnswerConnect may terminate the Contract by giving the other party 3 months' written notice.
  • 10.3. Without limiting its other rights or remedies, AnswerConnect may terminate the Contract with immediate effect by giving written notice to the other party if:
    • 10.3.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
    • 10.3.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
    • 10.3.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
    • 10.3.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • 10.3.5. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
    • 10.3.6. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
    • 10.3.7. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
    • 10.3.8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
    • 10.3.9. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(b) to clause 9.2(i) (inclusive);
    • 10.3.10. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
    • 10.3.11. the other party's financial position deteriorates to such an extent that in AnswerConnect's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  • 10.4. Without limiting its other rights or remedies, AnswerConnect may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
  • 10.5. Without limiting its other rights or remedies, AnswerConnect may suspend provision of the Services under the Contract or any other contract between the Customer and AnswerConnect if the Customer becomes subject to any of the events listed in clause 10.3.2 to clause 10.3.11, or AnswerConnect reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
  • 10.6 On termination of the Contract for any reason:
    • 10.6.1. the Customer shall immediately pay to AnswerConnect all of AnswerConnect's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, AnswerConnect shall submit an invoice, which shall be payable by the Customer immediately on receipt;
    • 10.6.2. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
    • 10.6.3. clauses which expressly or by implication survive termination shall continue in full force and effect.
11. Force Majeure
  • 11.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of AnswerConnect including but not limited to strikes, lock- outs or other industrial disputes (whether involving the workforce of AnswerConnect or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
  • 11.2. AnswerConnect shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
  • 11.3. If the Force Majeure Event prevents AnswerConnect from providing any of the Services for more than 4 weeks, AnswerConnect shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
12. Assignment
  • 12.1. AnswerConnect may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
  • 12.2. The Customer shall not, without the prior written consent of AnswerConnect, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
13. Miscellaneous
  • 13.1. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
  • 13.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
  • 13.3. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. The provisions of this Agreement will be deemed severable, and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
  • 13.4. The terms and conditions of this Agreement may be amended or waived only by a written instrument signed by the parties. No failure or delay by a party in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  • 13.5. Clauses 4, 5, 6, 7, 9 and 10 shall survive termination of the Contract.
  • 13.6. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
  • 13.7. A person who is not a party to the Agreement shall not have any rights to enforce its terms.
  • 13.8. Except as set out in these Conditions, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier
  • 13.9. Full Creative Limited, trading as AnswerConnect

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