These Terms of Service (the “Terms of Service”) are a binding legal agreement between you (either an individual or an entity) and Infratel US, Inc., a Washington corporation (together with its affiliates, “Infratel,” “we,” or “us”) regarding your use of Infratel’s call management solutions and other services and any software (“Software”) provided for your use in connection with our solutions or services (such solutions, services and Software, collectively, the “Service”).

In addition, when using certain features of the Service, you may also be subject to the guidelines, terms, and agreements applicable to such features (“Policies”). All such Policies are incorporated by reference into these Terms of Service. If these Terms of Service are inconsistent with any Policy, the terms in the Policy will control.

We may periodically make changes to these Terms of Service and the prices of the various parts of the Service. We will notify registered users of the Service by email of any material changes to these Terms of Service and Service pricing, so please keep your registered email address current. Please read these Terms of Service carefully. By downloading, installing, or using the Software, or accessing or using the Service, you accept these Terms of Service and any modifications that may be made to these Terms of Service and Service pricing from time to time. If you do not agree to any provision of these Terms of Service, you should not access or use the Service or download, install, or use the Software. If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such company or entity to these Terms of Service.

1. Term of Service

1.1. Initial Term. Service is provided for either a term of one month or one year, depending on whether you select a “monthly” plan or an “annual” plan (the “Term”). In either case, the initial Term begins on the date that you subscribe for the Service. You are subscribing for the Service for the full length of the applicable Term. This means that if you terminate the Service prior to the end of the then-current Term or we terminate the Service as a result of your Default, you will be responsible for any applicable charges for the full Term as if you remained a customer through the end of the then-current Term, including, without limitation, outstanding charges and unbilled charges. In addition, you will not be entitled to a refund for any unused portion of prepaid Term charges. You may switch to a lower or higher cost plan at any time. In the event you make such a switch during a Term, you immediately will be credited or billed a prorated amount of the difference between your previous monthly or annual plan fee and that associated with your new plan based on the amount of time left in the current Term.

1.2. Renewal. The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify us of non-renewal at least 15 calendar days before the end of the then-current Term by emailing us at cloudsupport@infratel.com or via the Service management dashboard.

1.3. Termination. You may terminate the Service or your account at any time on notice to us in writing or in any other manner we have notified you is permissible. We reserve the right, in our sole discretion, to modify, suspend, or terminate the Service or your account without notice for any reason, including without limitation, for your failure to pay any sum due hereunder, for suspected fraud or other activity, and/or for any other breach of these Terms of Service (each, a “Default”). We reserve the right to determine, in our sole discretion, what constitutes a Default and you agree that our determination is final and binding on you. In the event of a Default or your notice to us of termination of the Service, you will pay us all outstanding charges and unbilled charges within 15 calendar days of your receipt of a bill for those charges, and will reimburse us for all attorney, court, collection and other fees and costs we incur in the enforcement of our rights under these Terms of Service. Upon termination of your account, we will delete all information stored in your account (including voicemails, recorded calls, and faxes) within 30 calendar days unless you request transfer of the information before the end of that period, in which case, once you have paid all amounts owing on your account, we will use reasonable efforts to provide the information to you in electronic format at your expense.

2. Payment

2.1. Payment Methods. Upon subscription to any paid portion of the Service, you must provide us with a valid credit card number (Visa, MasterCard, or American Express). You authorize us to charge your credit card number for all charges and fees relating to the Service. You must notify us of any change to your credit card information including, but not limited to, the account number, expiration date, billing address and/or other validation information. We are not responsible for any charges assessed by the credit card issuer on your account for exceeding your credit limit or any other reason. If we suspect fraud, we may immediately suspend your account without notice. We reserve the right to charge a fee for any chargebacks unless in connection with a valid dispute recognized by us as due to our error.

2.2. Taxes. You are responsible for paying any applicable federal, state, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility, regulatory and/or other taxes, fees and charges now in force or enacted in the future, that arise from or are imposed as a result of your subscription, or payment for or use of the Service. These amounts are in addition to all other charges for the Service and will be billed to your account.

2.3. Plan Minutes. All calls count against included plan minutes associated with your particular Service plan. Call durations will be calculated in one minute increments and fractional minutes will be rounded up to the nearest whole minute.

2.4. Billing and Credit. For all Service plans, fixed charges will be billed to you in advance on the first day of each Term. Usage based charges (if applicable) and all other applicable charges will be billed monthly in arrears. We will email you a monthly statement (or a link) which shows recent billing activity. You hereby authorize us to automatically charge the credit card number on file for your account at the time we send your monthly statement. We will keep your recurring credit card authorization on file until we receive written instructions from you indicating otherwise. Our provision of the Service to you is at all times subject to credit approval by us. You agree to provide us with such credit information or assurance as we may reasonably request from time to time. You acknowledge that we may discontinue credit at any time without notice and/or require a deposit. In the event you dispute any charges billed to you, you must notify us in writing within 10 calendar days of the date of the applicable statement or you will waive any objection and any further remedy with respect thereto. Written statements disputing charges must be sent to cloudsupport@infratel.com.

2.5. Delinquent Accounts. If you fail to pay your bill when due for any reason, we may suspend or terminate the Service without prior notice, in which case all accrued charges will be immediately due, plus a late fee to cover our administrative costs of the greater of 1.5% per month or $5.00 per month (to the extent permitted by applicable law) accrued from the date of invoice until we received payment in full. We will not reactivate a suspended account until we receive payment in full, at which time it will be subject to a $10.00 account reactivation fee at our discretion. Although we may suspend your account, you are not eligible for a pro-rated refund for the time that your account was suspended. If we terminate your Service for failure to pay, your account will be terminated and Sections 1.3 and 3.2 will apply.

2.6. Introductory or Trial Services. We may from time-to-time offer trial accounts or trial periods to new and existing customers during which no fee applies. In some cases, the terms of the free trial may involve an automatic re-enrollment at the end of the trial unless you opt out of the trial and/or cancel the service during the term of the free trial. In those cases, we will begin billing your credit or debit card automatically at the end of the free trial period unless you opt out of the trial or cancel the service prior to the end of the free trial period. We will continue to bill your credit/debit card on a monthly or annual basis (depending on the nature of the account) until the account is cancelled as described in Section 1.2

3. Use of the Service

3.1. Acceptable Use Policy. You must not use the Service to harm, threaten, or harass another person, organization, or Infratel. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or service to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) modify, alter, tamper with, repair or otherwise create derivative works of any Software;
(b) reverse engineer, disassemble or decompile the software and technology used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
(c) use the Service in any manner or for any purpose other than as expressly permitted by these Terms of Service, the Terms of Use available at http://www.mightycall.com/terms.html the Privacy Policy available at http://www.mightycall.com/privacy.html or any Policies, including, without limitation, the Reasonable Use Policy for Unlimited Plans available at http://www.mightycall.com/reasonableuse.html
(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Service to any third party;
(e) remove, obscure or alter any proprietary rights notice pertaining to the Service;
(f) access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
(g) use the Service in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;
(h) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages (including fax blasting, junk faxing or fax spamming), whether commercial or otherwise; (iii) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(i) interfere with or disrupt servers or networks used by us to provide the Service or used by other users to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of the Service;
(j) access or attempt to access other accounts, computer systems or networks not covered by these Terms of Service, through password mining or any other means;
(k) cause, in our sole discretion, inordinate burden on the Service or our system resources or capacity; or
(l) share passwords or other access information or otherwise authorize any third party to access or use the Service, including the Software.

We reserve the right upon prior notice to disconnect or suspend your Service if we determine in our sole and exclusive discretion that your use of the Service violates this Acceptable Use Policy. If your use of an unlimited plan violates this Acceptable Use Policy, we may also convert your unlimited plan to a metered or limited plan upon notice to you and charge you accordingly for your use under the metered or limited plan. We reserve the right to add to, modify or amend this Acceptable Use Policy at any time for any reason in our sole discretion. We also reserve the right, in our sole discretion, to deactivate, change and/or require you to change your user ID or password for any reason or for no reason.

3.2. Phone Numbers. We will provide telephone numbers to be used in connection with the Service or you may port a number to Infratel for use with the Service (each, a “Number”). In either case, you will be the owner of the Number. We may permit you to request a specific telephone number. If you request a specific telephone number, we will attempt to provide you with that number. However, we cannot guarantee that requested numbers will be available. You should not order any printed material, such as business cards or stationary and/or incur any promotional or event costs, or otherwise arrange publicity showing a number until that number becomes active in your Service account. We will not be liable for reimbursement for business cards, stationary, or press releases under any conditions if we are not able to give you a requested number. A request by you to port your Number from Infratel to another provider may be deemed a request by you to terminate your account with us. If you decide to port your Number to another service provider, you remain liable to us for any outstanding balances accrued on your account, all of which must be paid before porting your Number. Your account must remain active until the port is complete. If your service is terminated prior to porting, it will result in the loss of the Number and the Number will not be eligible for porting.

3.3. Service Distinctions. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE SERVICE HAS DIFFERENT TECHNICAL LIMITATIONS AND OTHER TECHNICAL CHARACTERISTICS AS COMPARED WITH TRADITIONAL TELEPHONE SERVICE. THE SERVICE MAY BE SUBJECT TO DIFFERENT REGULATORY TREATMENT THAN TRADITIONAL OR WIRELINE PHONE SERVICE. THIS TREATMENT MAY LIMIT OR OTHERWISE AFFECT YOUR RIGHTS AND RESPONSIBILITIES BEFORE FEDERAL AND/OR STATE REGULATORY AGENCIES. In addition, you acknowledge that the Numbers you obtain from us may not be listed in any telephone directory (except for Numbers ported to us from your local phone company, which may be listed). One of the consequences of this is that a reverse directory lookup of your Number will most likely not reveal your address.

3.4. Compliance With Law. In connection with your use of the Service, you agree to comply with all applicable Federal, state, local and international laws, rules, regulations, ordinances and decrees. You may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with the Service, including the Software, without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction where you operates or does business.

3.5. Recording Conversations. The Service may allow you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements of such recorded conversations vary from state to state. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. We expressly disclaim all liability with respect to your recording of telephone conversations. You hereby release and agree to hold us harmless from and against any damages or liabilities of any kind related to the recording of any telephone conversations using the Service.

3.6. Voicemails and other Data. You acknowledge that the Service is not intended to be used for storage and that voicemails, recorded conversations, settings, configuration and other files and data stored contained in the Service are not backed up by us. Any files and data stored in the Service may be lost and we will have no liability for its loss.

3.7. Privacy. You acknowledge that the Service relies, in whole or in part, on the public Internet and third party networks to transmit voice and other communications. For this reason, we cannot guarantee and do not warrant that your calls or other communications and transmissions using the Service will be secure or private. You understand that we may preserve voicemails, recorded phone calls and other user content and may review and disclose this content, your name, telephone number, credit card information and other personal information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
1. Comply with law enforcement or other governmental agency requests;
2. Comply with laws, regulations, rules, subpoenas, search warrants, or court orders;
3. Investigate, identify, contact, or bring legal action against someone who may be misusing the Service or violating the terms of our agreements;
4. Investigate and protect the rights, property, or personal safety of Infratel, its users, and the public; or
5. Respond to support requests.
Please refer to our Privacy Policy available at http://www.mightycall.com/privacy.html for additional information.

3.8. General Terms of Use. Infratel’s Terms of Use available at http://www.mightycall.com/terms.html also govern your use of the Service and are incorporated into these Terms of Service by this reference. In the event of a conflict between the Terms of Use and these Terms of Service, these Terms of Service will govern.

4. License to Software. If we make Software available to you, your use of the Software is subject to the terms of the license agreement (if any) that accompanies the Software; or, if no license accompanies the Software, then subject to these Terms of Service, you are granted only a non-exclusive copyright license to install and use one instance of the Software (in object code format) solely to enable your use of the Service. We reserve all other rights to the Software. This limited license does not allow you to modify, adapt, or sublicense the Software, merge the Software into another program, or create derivative works based on the Software. Except as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Software; (b) rent, lease, or sublicense the Software; or (c) circumvent or disable any security or technological features or measures in the Software. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software.

5. Disclaimer of Warranties; Limitation of Liabilities; Indemnification

5.1. Disclaimer of Warranties. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY ON UP-TIME, MEAN-TIME BETWEEN FAILURES, QUALITY OF SERVICE, AND/OR QUALITY OF VOICE OR FAX COMMUNICATIONS. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. WE ARE NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICE OR THE INTERNET IN GENERAL. WE ARE NOT RESPONSIBLE FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD PARTY NETWORK USED IN CONNECTION WITH THE SERVICE. WE DO NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICE OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICE. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICE ARE AT YOUR SOLE RISK AND DISCRETION AND WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. Some jurisdictions’ laws do not allow exclusion of specific implied warranties, in which case the disclaimer of implied warranties may not apply to you to that extent.

5.2. Limitation of Liability. WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF US$100 AND THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICE DURING THE TWELVE MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND INFRATEL, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND INFRATEL, INFRATEL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

5.3. Indemnity. You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Service (including related to 911 calling), your violation of these Terms of Service, or your violation of any rights of a third party through use of the Service.

6. Infratel’s Proprietary Rights. We own and will at all times retain sole and exclusive right, title and interest to the Service (including the Software), including all copyrights, trademarks, trade secrets, and all other intellectual property rights thereto, including without limitation with respect to all technology used in connection with or provided as part of the Service (including the Software). We retain all rights not expressly granted under these Terms of Service. Any new features that we provide will also be considered to be the “Service” and will be subject to these Terms of Service.

7. No Access to 911 or Other Emergency Services. THE SERVICE IS NOT A REPLACEMENT FOR YOUR ORDINARY MOBILE OR FIXED LINE TELEPHONE. IN PARTICULAR, THE SERVICE DOES NOT ALLOW YOU TO MAKE EMERGENCY CALLS TO 911 OR OTHER EMERGENCY SERVICES. YOU MUST MAKE ALTERNATIVE COMMUNICATIONS ARRANGEMENTS TO ENSURE THAT YOU CAN MAKE EMERGENCY CALLS IF NEEDED.

8. Miscellaneous

8.1. Force Majeure. Without limiting the generality of any of the other limitations contained in this Agreement, we will not be liable for any delay or failure in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other causes beyond our reasonable control.

8.2. Governing Law and Venue. These Terms of Service will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Washington, excluding its conflict of laws provisions. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms of Service or your use of the Service will lie in the state and federal courts located in Seattle, Washington, and you irrevocably agree to submit to the jurisdiction of such courts.

8.3. Entire Agreement and Severability. These Terms of Service, including any Policies, the Terms of Use and the Privacy Policy are the complete agreement between you and us regarding the Service. If any portion of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.

8.4. No Waiver. Our failure to enforce any right or provision in these Terms of Service will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

8.5. No Assignment. These Terms of Service are personal to you (or the company you represent) and may not be assigned without our express written consent.

8.6. Survival. Any provision in these Terms of Service that by its nature should survive the termination of your rights to access the Service or any termination of these Terms of Service (including, without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, and ownership of intellectual property) will continue to remain in full force and effect after any such termination

8.7. Notices. YOU AGREE THAT WE WILL COMMUNICATE WITH YOU VIA E-MAIL SENT TO THE E-MAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. YOU ARE RESPONSIBLE FOR NOTIFYING US OF ANY CHANGES TO YOUR E-MAIL ADDRESS BY UPDATING YOUR ACCOUNT PROFILE ON THE WEB SITE. WE USE E-MAIL TO COMMUNICATE IMPORTANT INFORMATION ABOUT THE SERVICE, BILLING, CHANGES TO THE SERVICE AND OTHER INFORMATION. THE INFORMATION IS TIME-SENSITIVE IN NATURE. YOU MUST READ ALL EMAIL WE SEND TO YOU IN A TIMELY MANNER.

8.8. Contacting Us. If you have any questions or concerns about the Service or these Terms of Service, you may contact us at:
Infratel Inc.
1424 Fourth Avenue
Suite 900
Seattle, WA 98101
email: info at infratel dot com

 

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