NO PURCHASE NECESSARY. This agreement, including addendums, (collectively
referred to as the "Agreement") is between you ("Customer"
or "You" or "Member") and the undersigned
("Us" or "We"). Read the following terms and conditions before using or
installing any software services (the "Software") accompanied by this Agreement.
BY CREATING AN ACCOUNT, SIGNING UP FOR SERVICE OR ACCESSING OR USING ANY PART OF
THE SOFTWARE, MEMBER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL THE
TERMS OF THIS AGREEMENT.
1. LICENSE AGREEMENT
We grant to the Customer a non-exclusive license to use the Software, subject to the
terms of this Agreement, for a term of three years from the date of this
Agreement. We may modify this Agreement at any time without notice and Customer
shall periodically review this Agreement and any other terms and conditions
posted at this Web site at a rate not less than once monthly. Member shall not
participate in the Software, open, use or reuse the Software, enter the Web site,
or the Member's area, if the Customer does not fully understand, agree
to, become a party to, and abide by, without exception, all rules, regulations
and terms and conditions contained herein and as such rules, regulations and
terms and conditions may change from time-to-time. The term of this Agreement
will be automatically extended for three years from the date you receive or
access any
Software upgrades or subsequent Software versions.
2. LICENSE RESTRICTIONS
You may not:
(a) permit other individual(s) to use the Software unless such other
individual(s) agree to accept the terms of this Agreement;
(b) modify, translate, reverse engineer, decompile, disassemble or create
derivative works based upon the Software;
(c) copy the Software;
(d) rent, lease, transfer, sublicense or otherwise transfer rights to the
Software;
(e) remove any proprietary notices or labels on the Software, including the code
underlying the Software; or
(f) use the Software for any reason other than your private use. Commercial use
is expressly prohibited.
3. LIMITATIONS ON USE
You agree that you will use the Software in a manner that complies with all
applicable laws in the jurisdictions in which you use the Software. We assume no
responsibility for the actions by you, the Customer. You acknowledge that if we
are unable to determine where its Software is being used, that we may rely upon
your representation and express acceptance of this restriction by clicking where
indicated.
We are not responsible for claims for losses or damages resulting from any use
under any condition. Using the software on this site is at the sole option, discretion and risk of the
Customer. You are also responsible for maintaining the secrecy and security of
their account passwords and other personal security information. We are not
responsible for the unauthorized use of your, the Customer's account or any
losses that may result, of such unauthorized use.
4. LIMITED WARRANTY
We do not warrant that your use of the Software will be uninterrupted or that
the operation of the Software will be error-free or secure. We warrant to the
Customer
that the Software will operate for purposes of normal use for a period thirty
(30) days from the date of this Agreement. In the event that this warranty is
breached, our only obligation under this Agreement and Customer's sole remedy is,
at our option, to (a) have us replace your Software with new Software supplied
by us; or (b) terminate this Agreement.
5. LIMITATION OF LIABILITY
The Software is provided "AS IS." THERE ARE NO WARRANTIES OF ANY KIND AS TO THE
SOFTWARE'S IMPLIED MERCHANTABILITY OR TO FITNESS FOR A PARTICULAR PURPOSE, EVEN
IF WE HAVE BEEN ADVISED OF THAT PURPOSE. WE WILL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. This Agreement will not be governed by the United Nations
Convention of Contracts for the International Sale of Goods, the application of
which is expressly excluded.
6. HOLD HARMLESS AND REMEDY
You agree to hold harmless, indemnify and defend us, our officers, directors,
employees and contractors, licensors and licensee from and against any losses,
damages, fines and expenses (including attorneys' fees and costs) resulting from
your violation of any of the terms of this Agreement.
7. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us as follows:
A. You have read and you understand this Agreement.
B. The execution, delivery and performance by you of this Agreement and the
consummation by you of the transactions contemplated hereby will not, with or
without the giving of notice, the lapse of time or both, conflict with or
violate:
(i) any provision of law, rule or regulation to which you are subject; (ii) any
order, judgment or decree applicable to you or binding upon your assets or
properties; or (iii) any agreement or other instrument applicable to you or
binding upon your assets or properties.
8. SEVERABILITY
If any provision of this Agreement is found by a court of competent jurisdiction
to be invalid or unenforceable, such invalidity or unenforceability will not
invalidate or render unenforceable any other part of this Agreement, but the
Agreement will be construed as not containing the particular provision or
provisions held to be invalid or unenforceable.
9. HOW TO JOIN
We charge a fee for membership service. Members receive the ability to
schedule a telephone call once per day to the communication device designated
and at the sole discretion of the member. The call will come his is not available to Non-members.
10. REFUNDS
YOUR MEMBERSHIP FEES ARE PAYABLE MONTHLY IN ADVANCE AND ARE NOT
REFUNDABLE IN WHOLE OR IN PART FOR ANY REASON. Prepaid memberships, such as
annual, semi-annual or quarterly memberships may be cancelled and refunds will
be issued in a prorated manner on a monthly basis.
11. SERVICES BILLING & CANCELLATION OF SERVICE
1) By completing the membership registration and signing up for the service, you authorize us to charge applicable
recurring membership fees to your designated credit card. Monthly members are
billed on a calendar-month cycle, which begins upon your sign up (or at the end
of a limited free trial period, if applicable to a promotion that you joined
through) and ends one calendar month thereafter (each a "Member Month"). The date
you are billed is the same date each month. That date was determined by the date
the account was first billed. If that day of the month does not exist in a
subsequent month, then the payment will be made on the first day of the
following month and will stay permanently on that day. (For example, if a Member
started his subscription on January 31, then his next payment date would be
March 1 and then April 1, etc.) If you have signed up for an annual,
semi-annual, or quarterly membership plan, you are billed one time at the beginning of
each applicable billing period.
2) If you do not cancel before the end of the period, we will automatically
renew your membership plan at the end of the period and you will be billed according
to the plan you are currently on. For greater certainty, IF
YOU DO NOT USE THE SERVICE, THE OBLIGATION REMAINS TO PAY THE SUBSCRIPTION FEE
UNTIL YOU CANCEL YOUR SUBSCRIPTION.
3) If you cancel your account after signing up or a subscription renewal for
a service, no refund for unused time or activity on such service will be made.
IF YOU WOULD LIKE TO CANCEL YOUR SUBSCRIPTION SERVICE, please send an
email to billing@theecalling.com with "*Cancel My Subscription*" as the
subject of the email.
For security reasons you *MUST INCLUDE* the following when canceling your
subscription:
1) Username
2) Full name you used to purchase your membership
3) the last 4 numbers of the credit card that you used to purchase your
subscription
We need to "find" your account in order to cancel it for you. You can cancel your membership anytime.
4) You are responsible for reviewing the terms and conditions section of obtain
timely notice of such changes. Continued use of the Service of thirty (30) days
after posting of the changes means that you accept such changes. If you decide
that any change is unacceptable, you may cancel your membership.
5) We reserve the right to change the fees or billing methods at any time.
Notice of any change will be posted at least thirty (30) days in advance of the
change. You are responsible for reviewing the billing requirements to obtain
timely notice of such changes. Continued use by you of the Service thirty (30)
days after posting of the changes constitutes acceptance of such changes. If you
decide to cancel your membership, which you can do at anytime up to five
(5) days before the next billing period without being billed for the next
period, we will not refund any fees accrued to your Account before you canceled.
We will not prorate fees for any membership.
12. ACCOUNT IDENTIFIERS
1) Secrecy Obligation.
Once you have selected and been allocated a unique username and password
("Identifiers"), it is your responsibility to keep these Identifiers secure and
confidential. Some or all of these Identifiers are required to access certain
areas of the Site. In the event that you are concerned that they are no longer
secure and confidential, you should immediately notify us by sending an e-mail
to support@theecalling.com whereupon new Identifiers may be selected and
allocated and any future transactions under the previous Identifiers may be
voided, at our sole discretion Without limiting the foregoing, any transactions
made and accepted on the Site where your Identifiers have been used (and where
you have not previously notified us as provided herein) will be treated as
valid.
2) No Transfer.
Your account is not transferable. Under no circumstances, shall you allow or
permit any other person or third party, to use or re-use your account or your
Identifiers in such a way that may breach the standards or laws in any
Jurisdiction where you are located and/or are a resident, or where such other
person is located and/or is a resident.
3) You Are Responsible.
You agree to be solely responsible for all use of the Site through the use of any of
your Identifiers (except where you have notified us as provided above) and you
agree to indemnify and hold us harmless, along with our parent company,
affiliates, managers, agents and directors, licensors and licensee for any and
all claims, losses, liability, damages and costs (including attorneys' fees and
expenses) arising from such use.
13. SITE USE
1) Services May Change or End.
We reserve the right, in its sole discretion, at any time and without notice to
you, to add, alter or discontinue services offered on the Site without creating
any obligation to you.
2) You Must Obey Guidelines and Rules.
When using the services on the Site, you agree that you are subject to any
guidelines, policies or rules applicable to such services, which may be
posted from time to time. All such guidelines, policies or rules are
hereby incorporated by reference into these terms. You fully accept that all
computer instructions and responses sent over the Internet to and from us and/or
through use of software will be binding on you. Your commercial use of the Site
is strictly forbidden.
3) Telecom and Access Fees.
You are solely responsible for obtaining access to the Site and that access may
involve third party fees, including without limitation, Internet service
provider, telephone, cable or airtime fees. You are solely responsible for those
fees, including those fees associated with the display or delivery of
advertisements. In addition, you must provide and are solely responsible for all
equipment necessary to access the Site.
6) Behavior & Responsibility.
1. You agree not to reproduce, duplicate, copy, sell, resell or exploit any
portion of any Site or use of any portion of the Site for any commercial
purposes.
2. You shall not register multiple accounts.
3. You agree that we are not liable for any loss caused by any unauthorized use
of your credit card by a third party.
4. Any attempt to defraud us through the use of credit cards or any other form
of payment, regardless of the outcome, or any failure by you to honor charges or
requests for payment will result in immediate termination of your account and civil and/or
criminal prosecution.
5. You agree that we are not, and shall not be, responsible for any damage,
loss, or injury resulting from hacking, tampering, or other unauthorized access
or use of the site or your account.
6. You, as the holder of your account, are solely responsible for all
obligations and are entitled to all benefits there from, and may not allow any
other person to access your account,, accept any winnings, or participate in any
services using your account information. Your account is not transferable to any
other person. By registering and/or participating in any services offered on the
Site, you agree to indemnify, defend, and hold us harmless from or for any
claims, liability, damages, and/or costs (including attorneys' fees) arising
from any use of your account by any person.
7. You agree to never transmit data, conversation, or any other information that
may be (i) be defamatory or offensive, (ii) slanderous, (iii) rude, (iv)
infringe the rights of any third party, (v) provide information regarding
the Web site or Software, or (vi) deemed generally unacceptable behavior in
our sole discretion.
7) Computer Errors.
You acknowledge that full freedom from errors and incompleteness is impossible
to achieve with respect to computer software and web sites. If you become aware that the
software contains any error, or is incomplete, you shall immediately notify us
by e-mail at support@theecalling.com. You agree to refrain from taking any
advantage whatsoever of that error or incompleteness and we reserve the right to
recover any such advantage that you do gain from such error or incompleteness,
as well as all associated costs, damages and expenses in making such recovery.
8) Verification.
Whenever we request additional verification, proof or documentation from
you, including without limitation a copy of your passport, driver's license or
utility bill, such materials must be sent by facsimile, mail or such other means
of communication specified buys. Such materials will become our property and
will not be returned to you.
14. THIRD PARTY WEBSITES
1) Other Sites Are Not Our Responsibility.
This Site may link you to other websites, which websites may contain information
or material that some people may find objectionable. These other websites are
not under our direct control and you acknowledge that we are not responsible for
the accuracy, copyright and trade mark compliance, legality, decency or any
other aspect of the content of such websites. You further acknowledge and agree
that we shall not be responsible or liable, directly or indirectly, for any
damage or loss caused or alleged to be caused by or in connection with use of or
reliance on any such third party content, goods or services available on or
through any such website.
2) Future Marketing.
You hereby acknowledge and agree that we and/or our affiliates, licensors and
licensee may market products and services to you in the future.
15. PROPRIETARY RIGHTS
1) Intellectual Property.
You acknowledge and agree that all content and materials available on this Site
are protected by copyrights, trademarks, service marks, patents, trade secrets
or other proprietary rights and laws. Designated trademarks, service marks and
brands are the property of their respective owners. Reproduction, copying, or
redistribution for commercial purposes of any materials or design elements on
this Site is strictly prohibited without the express written permission of the
respective owner. Except as expressly authorized in writing , you agree not to
sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly
display, publicly perform, publish, adapt, edit or create derivative works from
such materials or content. Notwithstanding the above, you may print or download
one copy of the materials or content on this Site on any single computer t any
given time for your personal, non-commercial use, provided you keep intact all
copyright and other proprietary notices. Use of the content or materials for any
purpose not expressly permitted in these terms is strictly prohibited.
2) License. You are hereby granted a personal, non-transferable and
non-exclusive right and license to use any necessary software used in connection
with its services on any single computer at any given time, provided that you do
not (and do not allow any third party to) copy, modify, create a derivative work
of, reverse engineer, decompile, reverse assemble or otherwise attempt to
discover any source code, sell, assign, sublicense, grant a security interest in
or otherwise transfer any right in the software. You agree not to modify the
software in any manner or form, or to use modified versions of the software,
including, without limitation, for the purpose of obtaining unauthorized access
to the Site. You agree not to access the Site by any means other than through
the interface that is provided by us for use in accessing the Site.
16. NO WARRANTY
1) YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION,
SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE
("MATERIALS") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE
MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE
FOREGOING, WE ON BEHALF OF OUR SELVES AND OUR LICENSORS DO NOT WARRANT THAT THE
MATERIALS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR
REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR
LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED;
OR THAT THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY
MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE ARE
DOWNLOADED AND/OR USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO
YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
2) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR
FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
3) WE DO NOT WARRANT ANY CLIENT SOFTWARE YOU MAY DOWNLOAD OR USE FROM THE SITE OR FROM
RELATED SITES. ALL MATERIALS, INFORMATION, CLIENT SOFTWARE, PRODUCTS AND
SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE ("CLIENT MATERIALS") ARE
PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CLIENT MATERIALS ARE
PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ON
BEHALF OF OURSELVES AND OUR LICENSORS DO NOT WARRANT THAT THE CLIENT MATERIALS
ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS;
THAT THE CLIENT MATERIALS OR SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR
LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE CLIENT
MATERIALS WILL BE CORRECTED; OR THAT THE CLIENT MATERIALS ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS. ANY CLIENT MATERIALS DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SITE ARE DOWNLOADED AND/OR USED AT YOUR OWN RISK AND YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM SUCH USE.
17. LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE,
INCLUDING UNAUTHORIZED ACCESS TO OR ALTERATIONS TO YOUR TRANSMISSIONS OF DATA.
UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSOR BE RESPONSIBLE FOR ANY DAMAGE,
LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR
USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THIS
LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE
OR OUR LICENSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
18. SOLE REMEDY
IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR
ARISING OUT OF THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH
ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE
YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.
19. INDEMNITY
You agree to defend, indemnify and hold harmless ourselves , our subsidiaries,
agents, managers, and other affiliated companies, and their employees,
contractors, agents, officers and directors, and our licensors from all
liabilities, actions, claims and expenses, including legal fees, asserted by any
third party, governmental body or governmental agency, arising out of or
relating to: (a) this agreement; (b) your use of the Site, including any data or
work transmitted or received by you or any service provider; (c) your connection
to the Site; (d) your violation of this agreement; or (e) your
violation of any rights of a third party or service provider.
Members are reminded to print all transaction data, payment methods and these
Terms in order to avoid misunderstandings at a later time.
Revision Date: April 2009
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