TERMS AND CONDITIONS OF
SERVICE AGREEMENT
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Activation
Agreement for Services
By subscribing
to and utilizing CallDesk.com Services, you agree to and are bound
by the following Terms and Conditions.
Definitions
"Service" or
"Services" means any and all services provided to you by Call Desk,
Inc., an
Right to
Change Terms and Conditions
You agree that
CallDesk.com may change these Terms and Conditions, or its rates,
for any or all portions of the Services at any time with ten (10)
days notice. You agree that CallDesk.com may provide notice of such
changes by posting the changes on the CallDesk.com web site, or by
e-mail or conventional mail to the address currently on file for
your account. By continuing to use the Services after the tenth day
of such notice, you agree to be bound by the modified Terms and
Conditions of the Services.
Billing and
Payment
All
CallDesk.com transactions are based and calculated on the U.S.
Dollar and you agree to pay CallDesk.com for all rates and charges.
Charges will begin accruing on the date CallDesk.com receives your
written, verbal or online application. A subscription to the Service
may require a credit card number or voided check for billing,
depending on your program. By providing your credit card information
or a voided check, you grant CallDesk.com authorization to submit
charges to that credit card number or to debit your bank account for
your use of the Service each month.
The rates for
a Service period are charged in advance of the upcoming period of
service. All usage charges based on "per minute" rates will be
billed in arrears based on actual usage. Any other applicable
charges (such as setup fee, payphone surcharges, taxes, etc.) will
also be billed to you. You acknowledge that the amount charged by
CallDesk.com may vary based on your usage of the Service. All
invoices are due upon receipt. Any charges left unpaid for 30 days
will be subject to a monthly service fee of the lesser of 1.5% of
the outstanding balance, or the maximum legally allowable interest
rate. If charges applied to your credit card or bank account are
rejected, CallDesk.com reserves the right to assess a processing fee
of not less than $50.00.
If you place
your account “on hold” or “on vacation,” some charges may be
suspended. However, you acknowledge that you are responsible for any
usage charges that may have accrued before that time, as well as the
current month’s service fee and all service fees debited to your
account while the service is “on hold” or “on vacation.” Please
contact CallDesk.com customer service for specific information
regarding your service plan.
You understand
that failure to pay charges as required will result in the
disruption of your Service and your account being turned over to an
outside collection agency. You agree to pay account balance, late
fees and collection charges if CallDesk.com places your account with
an outside collections agency.
You grant permission to CallDesk.com to check your credit history and rating, and to refuse you service or suspend your account at any time based on our evaluation of your creditworthiness. A credit limit will be established for you and if the amount owing on your account exceeds your credit limit at any time, you are required to make immediate payment in order to avoid disruption of your Service.
Billing
Statements
You will have
access to a billing statement for each month that you incur Service
charges. Unless you notify CallDesk.com in writing of any dispute
regarding your statement within forty-five (45) days (or such longer
period as may be required by law, if any) after the date the
statement was made available to you, the charges on the statement
will be deemed to be accepted by you for all purposes, including
resolution of any inquiries made by your credit card issuer, if
applicable.
Right to
Monitor and Record all calls
As a quality
control measure and in pursuit of continuous improvement,
CallDesk.com maintains the right to record and/or monitor all calls
received and made by your account. These recordings may be used for
training, quality control, continuous improvement practices or as
otherwise deemed necessary by CallDesk.com. You agree that calls
made to or by your CallDesk.com Service may be monitored and/or
recorded.
Service
Levels
CallDesk.com’s
reputation depends on providing a high level of customer service
when answering the telephones. In order to maintain this high level
of service, we need to know about any expected periods of unusually
high call volume. If you plan to conduct any media campaigns that
direct the audience to call your CallDesk.com Service, you are
required to obtain advance written consent.
Cancellation
Your Service
may be canceled with written notice by either party at any time,
with or without cause. CallDesk.com may suspend, interrupt, or
cancel your service, without notice, for non-payment, or if
CallDesk.com reasonably suspects it will not receive payment, or for
any violation by you of these Terms and Conditions.
After your
Service is cancelled for any reason, you agree that CallDesk.com is
authorized to invoice you for any outstanding balance and you agree
to pay it. CallDesk.com will not refund a prorated portion of
monthly service fees in the event that you cancel Service part way
through your billing cycle. Subsequent reinstatements of Service
after cancellation are subject to a Service reinstatement fee.
Ownership
of Numbers
You understand
that all CallDesk.com numbers, whether toll or toll-free, are rented
and are non-transferable. CallDesk.com does not release numbers for
direct billing to you through another service provider. Attempting
to transfer a number without the approval of CallDesk.com will cause
you to be liable for any and all fees associated with retrieving
that number.
Compliance
and Cooperation
CallDesk.com
requires its Services to be used lawfully and in compliance with all
regulations and governing bodies. You agree that your access to and
your use of your Service account is subject to all applicable
federal, state and local laws and regulations.
CallDesk.com will cooperate with federal, state and local authorities and with injured third parties when asked for information about an account or a toll-free number or during the investigation of any suspected crime or civil wrong attempted or perpetrated by using, or attempting to use, the Service. You understand that CallDesk.com will examine any and all portions of your Service to cooperate with such requests and you hereby consent to such examination. You also understand that CallDesk.com will provide the contact information for your account to any federal, state or local authority who makes a reasonable written request for such information or if necessary to clear up CallDesk.com’s involvement in a regulated activity associated with your Service. You grant consent to CallDesk.com to provide this information.
CallDesk.com
reserves the right to identify and restrict the same or
substantially similar electronic mail and/or fax messages, whether
or not commercial, to a large number of recipients (spamming).
Because CallDesk.com has no practical ability to restrict all
communication, conduct, or content which might violate these Terms
and Conditions prior to its transmission on CallDesk.com's systems,
and because CallDesk.com cannot ensure prompt removal of any such
communications or content after transmission or posting,
CallDesk.com does not assume liability for you or others for any
failure to enforce the terms of these Terms and Conditions.
Fraudulent
and Abusive Use of the Services
CallDesk.com
helps protect you against fraudulent use of your Services with
private user names and passwords, credit card verification upon sign
up, and daily and monthly usage limits. You are responsible for
controlling access to and maintaining the security of your user name
and password. You shall notify CallDesk.com of any user names and
passwords which are lost, stolen, or suspected of being used
fraudulently by contacting CallDesk.com customer service. You agree
you are liable for all charges incurred prior to and within thirty
(30) minutes after you request CallDesk.com customer service to
deactivate your user names and passwords. You agree to not engage in
or assist others in fraudulent or abusive use of the Services.
Indemnification and Release
You agree to
indemnify and hold harmless CallDesk.com and its directors,
officers, affiliates, employees, agents, suppliers, subcontractors,
and vendors from any damages, losses, obligations, liabilities,
claims and expenses (including reasonable attorneys' fees and other
costs and expenses of any suit, action, investigation, claim, or
proceeding) of any kind whatsoever, sustained, incurred or required
to be paid by CallDesk.com by reason of or arising out of, directly
or indirectly, your use of the Services, or the use of your Service
account by another (whether or not authorized by you), including
without limitation, any claim of libel, defamation, violation of
rights of privacy or publicity. CallDesk.com reserves the right to
assume the exclusive defense and control of any such claim subject
to indemnification, but, notwithstanding CallDesk.com's control of
the defense of such claim, you will remain obligated under this
indemnity.
Disclaimer
of Warranty
You
acknowledge and agree that CallDesk.com has not made, and does not
make, any warranty or guarantee with respect to the Service, whether
express or implied, and that the Service is offered to you "AS IS"
and "AS AVAILABLE." Without limitation of the foregoing,
CallDesk.com makes no warranty that the Service (i) is merchantable,
(ii) is fit for a particular purpose, (iii) is or will operate
"error-free", or (iv) is non-infringing of the rights of any third
party. You acknowledge and agree that CallDesk.com cannot and does
not guarantee (i) that the Service will be available at all times,
(ii) that voice mail, fax mail or e-mail messages or other services
will be delivered or received within a particular time, or will be
transmitted accurately, (iii) that voice mail, fax mail or e-mail
messages will be stored for any particular time, or (iv) that each
and every country will be accessible through its access numbers. You
acknowledge and agree (i) that CallDesk.com cannot and does not
guarantee, and assumes no liability for, the security or
confidentiality of data transmitted to or from the Service, (ii)
that no computer system is immune from intrusion, (iii) that data
transmitted to or from the Service may pass through many computer
systems, and (iv) even encrypted data is only as secure as the
encryption method used to protect it and may not offer complete
security.
Limitation
of Liability
YOU AGREE THAT
CallDesk.com WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES,
LOSSES, LOST PROFITS, OBLIGATIONS, LIABILITIES, CLAIMS AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND OTHER COSTS AND EXPENSES
OF ANY SUIT, ACTION, INVESTIGATION, CLAIM, OR
PROCEEDING) OF
ANY KIND WHATSOEVER (WHETHER BASED IN CONTRACT, TORT, STRICT
LIABILITY OR OTHERWISE), SUSTAINED OR INCURRED BY YOU AS A RESULT OF
YOUR USE OF THE SERVICE OR THE USE OF YOUR SERVICE ACCOUNT BY
ANOTHER (WHETHER OR NOT AUTHORIZED BY YOU), INCLUDING THE LOSS,
DELAY OR INACCURACY OF ANY VOICE MAIL, E- MAIL OR OTHER MESSAGE OR
SERVICE, ANY LOSS OF CONFIDENTIALITY OF ANY VOICE MAIL, E-MAIL OR
OTHER MESSAGE INTENDED TO BE CONFIDENTIAL, OR AS A RESULT OF ANY
SUSPENSION, INTERRUPTION OR CANCELLATION OF SERVICE (EVEN IF
CallDesk.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
IN NO EVENT WILL THE AGGREGATE LIABILITY OF CALLDESK.COM FOR ANY AND
ALL CLAIMS (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO CALLDESK.COM
FOR SERVICE RENDERED IN THE
MOST RECENT BILLING PERIOD. IT IS YOUR RESPONSIBILITY TO TEST YOUR
SYSTEM BEFORE ANY ADVERTISING IS RUN TO ENSURE THE SYSTEM IS
FUNCTIONING PROPERLY AND CAN BE ACCESSED FROM YOUR AREA.
CALLDESK.COM BEARS NO
RESPONSIBILITY FOR REIMBURSEMENT OF ADVERTISING COSTS DUE TO A
FAILURE TO TEST THE SYSTEM BY THE SUBSCRIBER, PRIOR TO ADVERTISING.
Copyright/Trademarks
The
trademarks, logos and service marks displayed on Service materials
or any Service web sites are the property of CallDesk.com, its
affiliates and other parties. You agree that you may not use any
such trademark, logo or service mark without the written permission
of CallDesk.com or such third party, which may own them. You agree
that the Service, and all programs, services, processes,
technologies, designs, inventions, materials and software used by
CallDesk.com for or in connection with the Service are owned by
and/or are proprietary to CallDesk.com, and you agree not to
duplicate, or attempt to duplicate, such Service, or provide any
similar service, in whole or in part, directly or indirectly, alone
or in cooperation with others; or to translate, reverse engineer,
disassemble or de-compile any software used or owned by CallDesk.com
for or in connection with the Services.
Arbitration
and Governing Law
Any dispute
arising out of or related to these Terms and Conditions or the use
of the Service by you (or by another person using your Service
account, with or without your permission) shall be submitted
exclusively to binding arbitration before the American Arbitration
Association in
Discovery
appropriate to the dispute between the parties and the desire of the
parties for a prompt and efficient resolution of the dispute will be
permitted. The arbitrator will be bound by these Terms and
Conditions and applicable law, and the decision of the arbitrator
will be binding on CallDesk.com and you. The arbitrator will have
the power to award costs and expenses (including attorneys’ fees) to
the prevailing party. The arbitrator's decision may be enforced in
any court of competent jurisdiction. These Terms and Conditions
shall be governed by the laws of
Acceptance
of Privacy Policy
By using our web site, you signify your assent to the CallDesk.com Privacy Policy. CallDesk.com reserves the right to modify our Privacy Policy at any time without prior written notice and only the current Privacy Policy may be deemed effective. Your continued use of our web site following such changes will be considered your acceptance of such changes.