These Terms and Conditions constitutes an agreement (the “Agreement”) between 2talk, LLC doing business as Vaitel, Vai Vu (hereinafter called “the Company”, “Vaitel”, “Vai Vu”, “we”, “our”, “us” and/or words of a correlative or similar meaning, which may include but not be limited to all of its agents, assigns, and/or representatives) and the end-user (hereinafter called “the Customer,” “user,” “you,” “your,” and/or words of a correlative or similar meaning, which, for the purposes of this agreement means the person(s) identified in our account records as the person responsible for payment of all charges or any other person(s) and/or assigns, which represents that person(s)) regarding the provisioning of our retail Voice over Internet Protocol (VoIP) communications services and any related equipment or services (“Service”).
Vaitel is a provider of international telecommunications and online services. This document provides an in-depth description of our limits, warranties, and acceptable use. In the event of ambiguity between website information and this document, this document, “Terms and Conditions of Service” dictates. By enrolling in or using our service, you acknowledge that you have read and understand this agreement and you agree to the rates, charges and other terms and conditions in the agreement and for the service that you have chosen and that you are of legal age to enter in to such an agreement. If you are not willing to be bound by this agreement or if you are not of legal age, do not enrol in the service.
We may change the Terms and Conditions of this Agreement from time to time without advance notice. Any notice will be posted on our website at vaivu.io and/or given via e-mail to the e-mail address registered by you with Vaitel. The Agreement currently posted on the website amends and supersedes previously agreed to electronic and/or written Terms and Conditions of Service.
We provide cloud-based VoIP telecommunication and online meeting and communication services (“Services”) and you may access the Services in accordance with this agreement.
Our Service is provided on a month-to-month basis or a term that begins on the date that we activate your account (the “Activation Date”) and ends on the day before the same date in the following month. The Activation Date will begin on the date that you sign-up for the our service. The Agreement will renew automatically on a monthly basis without further action by you, depending on the package you select at the time you place your order. Subsequent terms of this agreement will automatically renew on a calendar monthly/yearly basis (whichever is applicable) without further action by you unless you arrange to cancel your Service by completing the online service cancellation form. You are purchasing the Service for full monthly or annual terms (whichever applicable), which means that if you cancel your Service prior to the end of the term, you are still responsible for the full term’s charges and any unbilled charges and/or fees to the end of the then-current term, all of which becomes immediately due and payable.
We do not guarantee backup data for any recording(s), or any other data/transmission(s) sent through our systems. It is possible to lose said data, and in such case, said data cannot be recovered; regardless of the circumstances surrounding such a loss, we shall not be held liable for any loss or harm resulting from your use of these optional services.
It is strongly recommended that you test the Services upon initial setup and periodically thereafter to ensure the Services are functioning to your satisfaction. Should you fail to properly test the Services as recommended, you do so at your own risk and you shall be the sole party responsible for any loss or damages.
The Service(s) provided to you by us stand independent of any third-party carrier(s) and/or other service provider(s) you may be using, or will use, in conjunction with our Service. This agreement applies only to those Services that are owned and managed by us. In no way does this agreement cancel or amend any existing agreement(s) you may already have in place, or will have, with any third-party carrier and/or service provider(s). Your agreement(s) with any and all third-party carrier(s) and/or other service provider(s) are between you and the third-party carrier(s) and/or other service provider(s). Such agreement(s) are NOT applicable to the Services provided to you by Vaitel. Further, we shall not be held liable for any action(s), or lack thereof, inadequacies and/or failures of any third-party carrier(s) and/or service provider(s) you use in conjunction with the Service. You agree that you are solely responsible for any and all fee(s) due to any and all third-party carrier(s) and/or other service provider(s) you use in conjunction with our Service.
3. SUBSCRIBER ACCESS
Upon setting up your account with us, you will be asked to create a password in order to gain access to your account information at the Vaitel-operated website. You agree to keep all passwords and account information confidential and are solely responsible for any liability or damages resulting from your failure to maintain that security confidentiality and for all activities that occur under your username and password. You must notify us immediately if you believe that your online account with us has been compromised by unauthorized access so that we may assign you a new username and/or password. All username and password resets will be sent only via email.
4. ACCOUNT OWNERSHIP
The owner of a Vaitel account is the person named as “Primary” contact in our account database. No other person or entity, named or unnamed, shall maintain ownership or rights to the account nor Service(s) provided therein.
You may not transfer ownership of your Vaitel account, nor the Services provided therein, to any party without the expressed consent of us. However, in its sole discretion, we may assign this Agreement. We will notify you if we assign this Agreement.
In the event of a dispute regarding account ownership, we shall, in our sole discretion, determine the rightful owner.
5. YOUR RESPONSIBILITIES AND USE OF SERVICES
You may use the Service(s) provided you by Vaitel for legal and legitimate purposes. Unlawful, improper and/or illegitimate use will be defined by us or, any official government police agency, which notifies us of your unlawful use of the Service it provides to you.
You (and your end users) must abide by our terms and conditions on all services provided, and ensure compliance with all Laws in connection with your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited.
You are liable for any and all content transmitted through the Service we provide to you. You are solely liable for the content of any and all transmissions sent through our systems as a result of your use of the Service, regardless of whether or not such content is solicited or unsolicited.
You shall not use the Service we provide to you for transmitting obscene, fraudulent, harassing, infringing, libellous, or otherwise unethical content
Your use of the Service(s) provided to you by us subjects you to any and all federal, state, and local laws within the fifty states of the Continental United States of America and/or any and all international laws and regulations.
Should your use of the Service(s) we provide to you be deemed of a fraudulent, unethical, or otherwise prohibited nature, by us, we reserve the right to immediately close your account, terminate all Service to it, and deem forfeit any remaining balance on your Vaitel account. We shall not be held liable for any harm or loss you experience as a result of such actions.
You are responsible for compliance will all recording laws. The meeting host can choose to record Vaitel meetings and Webinars. By using the Services, you are giving us consent to store recordings for any or all Vaitel meetings or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the meeting or webinar.
You agree that You will not use, and will not permit any End User to use, the Services to:
- modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services;
- knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts our networks, Your accounts, or the Services;
- engage in activity that is illegal, fraudulent, false, or misleading,
- transmit through the Services any material that may infringe the intellectual property or other rights of third parties;
- build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or
- use the Services to communicate any message or material that is harassing, libellous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation;
- upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of 2talk or other users of Services;
- engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or our security systems.
- use the Services in violation of any of our policies or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations.
6. INSTANT ACTIVATION
If you provide a free email address at sign-up (i.e., Yahoo!, Gmail, Hotmail, Live, etc.) your account may not be activated instantly. Additionally, we may require that you submit images of the front and back of the credit/debit card you’ve presented and images of your official identification (if your selected payment method is other than a credit/debit card, an image of your official identification may be required) before your account can be approved. Please allow at least 24 business hours for processing of this information.
You may not begin using the services you’ve ordered until such time as your account is approved and activated by us.
When signing up for our Services you agree to furnish a true and accurate representation of your identity, contact information, and billing information; and at subsequent times at our request. If you provide false or misleading information, or if we have reason to believe that you have presented false or misleading information, we reserve the right to cancel your account, any Services related to your account, and refuse any and all of your current and future attempts to establish Service with us.
If you attempt to sign up for an account that is affiliated, in any way, to an account that has been closed by our Legal Department, your request for Service will be denied and you will need to seek services elsewhere.
8. RATES, FEES, TAXES, PLANS AND OTHER CHARGES
Our rates, fees, plans and other charges are set forth on our website and are hereby incorporated in this Agreement by reference. They are subject to change without advance Notice. Current rates will be posted on the Vaitel website.
Further, you agree to pay all applicable taxes, surcharges and other government imposed fees for use of the Service(s) we provide to you unless you furnish us with proper and officially recognized tax exemption documentation. In the case that you furnish proper and officially recognized tax exemption documentation, said tax exemption will only apply from the date we receive said document, forward. You agree that the filing of all applications and/or forms or statements and reports, with respect to payment of taxes to federal, state and/or local taxing agencies and/or authorities, is your sole responsibility; you hereby release us from any and all responsibility and/or harm and loss with respect to this provision.
If we cannot collect payment from your credit/debit card(s), on the payment due date, regardless of whether or not your Service is suspended by us, your account will be closed within seven (7) days, and a late fee of 1.5%, or the maximum late fee applicable in your jurisdiction, will be assessed to your total outstanding balance. If your payment method is a manual payment, you must remit payment at least four (4) days before the due date; regardless of whether or not your Service is suspended by us. If payment is not received within four (4) days of the due date, your account will be closed within seven (7) days of the 4th day before the due date, and a late fee of 1.5%, or the maximum late fee applicable in your jurisdiction, will be assessed to your total outstanding balance.
Any federal, state, and/or local fees and/or taxes levied against us as a result of your use of the Service will be charged to your account unless you provide proper and recognized tax exemption documentation.
Any chargeback(s) or “inquiry” received by us, with respect to a form of payment being used on your account, is just cause for us to immediately cancel your Service(s). Further, a US$35 fee will be assessed to your account per each chargeback/inquiry received. We may refuse to provide Service to you indefinitely as a result of any chargeback/inquiry. Should we approve your request to re-open the account, or any other account, at a later time, you must first satisfy the following requirements:
Pay ALL outstanding fees and other charges associated with the account that was cancelled as a result of the chargeback(s).
Pay a Service Deposit of US$150 in addition to all outstanding fees and other charges associated with the account(s) associated with the chargeback(s) and/or inquiry(s). The Service Deposit will then be applied to the account you wish to open or re-establish.
Complete and return to us an Authorization Form, including all necessary components thereof.
Depending on the severity of the chargeback and/or inquiry, we may decline to accept any credit/debit card payments for your account(s); in such case you must send any and all future payments via either certified money order or wire transfer (this includes payment of the outstanding fees and charges plus the restoration of service deposit).
Any and all handling fees, taxes, or any other fee(s) assessed to your account and/or listed in this TOS agreement are completely NON-REFUNDABLE.
Any fee(s) not listed in this agreement are posted on the Vaitel operated website, under the “Pricing” tab, for your review.
9. PAYMENTS AND BILLING
Our service operates on a pre-pay basis. Payment for service shall be made by credit card on the our website. We accept the following credit cards for payment: Visa and MasterCard. Monthly/annual fees will be paid in advance of service being rendered.
If you cancel the service before your plan term ends or if service is terminated for any reason, you will not be reimbursed for the period not used.
If your credit card information is stored at our website, monthly/annual fees may be paid by automatic debit on the day of the bill cycle (“due date”) by charging the funds needed to your stored credit card.
If you credit card information is not stored, you may go to our website and manually top up your account. We accept no responsibility for failure of auto top up or auto debit your account balance.
If payment is not received on or by the due date and you do not have sufficient credit allowance, we will suspend your Service until payment has been received and posted to your account.
You may obtain a monthly billing statement detailing usage for the previous month by accessing your online web account at the beginning of each month.
We reserve the right to suspend or cancel your account, without prior notice, for non-payment or any violation of any provision of this agreement.
You agree that you are solely responsible for ensuring that you maintain an adequate Vaitel account balance. While we may periodically send you email notifications regarding your account’s status, we are not obligated to do so. Accordingly, in the event that we attempt to notify you of your account’s status and are unsuccessful, you hold us harmless of any harm or loss resulting from the suspension and/or cancellation of your account.
We reserve the right to obtain payment from any and all credit/debit card(s) on file for your account with us, at any time, without further authorization. Further, if payment is not immediately available on said card(s), we reserve the right to continue to attempt to obtain payment until such a time as payment is successful.
If, as a result of our billing system and processes, your bank or financial account becomes overdrawn, you will be the sole party responsible for said fee(s). We will not reimburse you for any such fee(s) nor shall it be liable for any harm or loss you experience as a result of such.
All monies are payable to us in US currency only.
We reserve the right to dispute any chargeback initiated by you or your bank. Further, you agree that we may furnish any and all information it has on file for your account to the chargeback originating banking or financial Institution in an effort to validate our dispute of the chargeback(s).
You are solely responsible for updating your payment method whenever changes occur such as a change in your billing address, name, credit/debit card number, lost/stolen credit/debit card, and the like.
10. REFUND POLICY
We will not refund any Service fees or any other amounts you prepay for Service.
If you make a payment to us, and we suspect that you are or have been associated with fraud using our Service, your payment will be deemed forfeit immediately upon receipt. Accordingly, you will not be eligible for a refund of monies paid to us. We shall not be held liable for any harm or loss resulting from such action.
If you do not agree with a charge(s) to your account and/or credit/debit card, with respect to your account with us, you must notify us in writing both at firstname.lastname@example.org and at the address written below, within thirty (30) days of the disputed transaction, with details substantiating the request. If you fail to notify us, as outlined above, within the time frame specified above, you agree to waive any and all right(s) to contest the transaction(s) in question. In no way does a billing adjustment/refund request constitute just cause for any delay in payment of the full amount due. Should we find that the billing adjustment/refund request is warranted, we will issue a credit to your Vaitel account within thirty (30) days of said decision.
A. By e-mail to email@example.com, or
B. At the following address:
Vaitel Customer Support
4712 Admiralty Way
Marina del Rey CA 90292
11. CANCELLATION POLICY
You may cancel your account with us, via our online service cancellation form at any time, provided all agreed upon monthly and/or annual or other dues and all outstanding fees have been PAID IN FULL. If you cancel your account prior to the end of the monthly or quarterly term (if applicable), you will still be responsible for the dues for that term and any other unbilled charges and/or fees, to the end of the term; the sum total of this amount is due immediately and will be charged to your payment method. WE DO NOT ISSUE REFUNDS/CREDITS FOR ANY PARTIAL-MONTH’S SERVICE.
We reserve the right to discontinue furnishing Services to you, cancel your account, and/or block your access to our network and online interface, without incurring liability and without prior notice, if you breach any provision of this agreement in any way or if we deem such action necessary to protect us from fraud or otherwise protect our personnel, facilities or services. Without limitation, we may take any and all of the actions listed within this agreement at our sole discretion. Further, we reserve the right to suspend or discontinue service generally, at any time, without prior notice.
If your account is cancelled, cancellation will take immediate effect. All Service(s) associated with your account will be immediately disabled and may not be available at a later date/time. You will not be able to use any of the facilities and/or Services associated with your account after cancellation.
We do not have the ability to schedule cancellation for a future time/date.
Cancellation may be made by completing the online service cancellation form. Account Cancellation is effective immediately our team processes your request.
Your account is not considered cancelled until such time as you have been provided a Cancellation Confirmation Email. If you have not received a Cancellation Confirmation Email you should consider your account active.
12. OUR RIGHTS TO LIMIT OR TERMINATE SERVICE OR THIS AGREEMENT
We can, without prior notice, limit or terminate the Service(s) we provide to you for this or any other good cause, including but not limited to: (I) if you or any user of your Vai Vu account: (a) breach this agreement in any way; (b) provide false or misleading information about your identity; (c) use our service in any way that disrupts our ability to provide Services to our existing customers; (d) use our service in any way that adversely affects our relationship with our vendors and/or our ability to offer Services to our future customers; (e) provide false or misleading credit and/or financial information to us; (f) become insolvent or go bankrupt; (g) are involved, either directly or indirectly, in any official police investigation we receive notification of; (h) constantly express your dissatisfaction with our Service and hinder, in any way, our ability to remedy any issues you may have with your Service (which may include, but is not limited to: constant phone calls and/or emails to us about the issues you have reported); (i) steal from us; (j) interfere with our operations and/or network quality in any way; (k) refuse to pay when billed for service; (l) refuse to furnish information requested by us or present false or misleading information which is essential for billing purposes or for establishing your creditworthiness; (m) act in a manner that is threatening, harassing, obscene, or otherwise inappropriate and/or abusive towards our representatives; (n) use our services in a fraudulent manner with the intent to deceive; (o) have been given written notice of an outstanding balance owed to us yet your balance remains unpaid for twenty-nine (29) days; (p) were previously served with notice of your breach of this agreement, were allowed to and took corrective action, but thereafter engaged in the same breach activity or a new breach of this agreement; (q) act in a manner that hinders or frustrates any investigation by us or others having legal authority to investigate our legal obligations.
If you file for bankruptcy, our rights to limit and/or terminate your Service and/or this agreement shall be governed by bankruptcy law.
We may limit or terminate your Service as a result of any new governmental regulations and policies, whether domestic or international, which it must adhere to.
13. LOSS OF SERVICE DUE TO POWER FAILURE OR LOSS OF NETWORK CONNECTION
The Service will not function without power or a broadband connection to the Internet. Should there be an interruption in the power supply or broadband Internet service, the Service will not function until power and your broadband Internet service is restored. A power failure or disruption may require you to reset or reconfigure equipment before using the Service. You are responsible for maintaining electrical power and a broadband Internet connection to support the Service.
Further, you acknowledge that we are an online communications service and that you must have a functioning high-speed internet service broadband or DSL, required for your Service to operate. You are responsible for subscribing to and paying for your high-speed Internet access in order to use our Service. The quality and reliability of your Vaitel service is highly dependent on the data speed, quality and reliability of your high-speed Internet connection. It is your responsibility to report and resolve any quality and connectivity issues related to your high-speed Internet connection with your Internet service provider.
14. WARRANTY DISCLAIMER
2TALK LLC WILL MAKE ALL REASONABLE EFFORTS, UNDER THE CIRCUMSTANCES, TO MAINTAIN ITS OVERALL NETWORK QUALITY. WE MAKE NO WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTIBILITY, COMPLETENESS, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. ACCORDINGLY, ALL SERVICES OFFERED BY US ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO CREDIT ALLOWANCES ARE PROVIDED FOR INTERRUPTION OF SERVICE OF ANY KIND. IN NO EVENT SHALL WE BE HELD LIABLE TO YOU NOR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, ACTUAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION TO, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF YOUR CLIENT(S) GOODWILL, ARISING IN ANY MANNER FROM THIS AGREEMENT AND OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER. NEITHER PARTY SHALL BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE OF ANY PARTY OF THIS AGREEMENT, OTHER THAN FOR ANY DELAY OR FAILURE IN AN OBLIGATION TO PAY MONEY, TO THE EXTENT SUCH DELAY OR FAILURE IS CAUSED BY FIRE, FLOOD, EXPLOSION, ACCIDENT, WAR STRIKE, EMBARGO, GOVERNMENTAL REQUIREMENT, CIVIL OR MILITARY AUTHORITY, ACT OF GOD, INABILITY TO SECURE MATERIALS OR LABOR, OR ANY OTHER CAUSES BEYOND THEIR REASONABLE CONTROL. ANY SUCH DELAY OR FAILURE SHALL SUSPEND THIS AGREEMENT UNTIL THE FORCE MAJEURE CEASES AND THE TERM SHALL BE EXTENDED BY THE LENGTH OF THE SUSPENSION. THIS AGREEMENT SUPERCEDES ANY AND ALL PRESENT AND FUTURE AGREEMENTS MADE BETWEEN YOU AND US WITH RESPECT TO QUALITY, UP-TIME, RELIABILITY, AND GENERAL PERFORMANCE. WE DO NOT WARRANTY THE RELIABILITY, UP-TIME, QUALITY, AND GENRAL PERFORMANCE OF THE SERVICE IT PROVIDES TO YOU. FURTHER, WE MAKE NO WARRANTY THAT THE SERVICE(S) IT PROVIDES TO YOU WILL BE UNINTERRUPTED.
We maintain exclusive ownership of the service interest and title, including but not limited to all of its trademarks, copyrights and other intellectual property. Additionally, we maintain sole and exclusive ownership of the all telephone numbers managed by our systems, voicemail services offered through our services and all technologies and software we create. Any and all rights not expressly stated herein are retained by us.
16. NOTICES AND COMMUNICATIONS
Notices are given by us via email, by a general posting on the Vaitel website and/or via telephone. We reserve the right to determine which method of communication it employs to communicate with you.
We will make all reasonable efforts to deliver email notifications to you regarding the status of your account. It is beyond our control if you do not receive the communications we attempt to deliver to your email address. We shall not be liable for any harm or loss resulting from the suspension, of your account because you did not receive our email communications. Further, we may change or cease entirely all notifications at any time without prior notice.
You agree to waive your rights under these Terms of Service to receive ten (10) days advance notice of the amount that we will debit from your credit/debit card(s) on file for your Vai Vu account. While we may send you email notices from time to time regarding the billing matters of your account, we are not obligated to do so. We may change or cease entirely our notifications at any time without prior notice.
When contacting us via email, voicemail, fax and/or postal mail, we ask that you allow at least 24 business hours, from the time we receive your inquiry, to receive a response from us. Occasionally, response times may be greater, depending on the volume of communications we receive from our other customers. All communications we receive are handled in the order in which they were received. If you do not receive a response within 24 business hours, we strongly recommend that you contact us by phone (during our normal business hours) to have your concerns addressed; if you fail to make such contact, in such case, you do so at your own risk and your matter will remain in the queue until it is handled by our support staff.
When communicating with us via phone you may be asked to verify your account number, the name on file for your account, and the full billing address you provided; if you are unable to verify this very basic information our support staff will be unable to assist you. We ask that you please call back when you have this information available.
In cooperation with any official investigation, we may disclose any and all of the information we maintain on record for your account, to any police agency, legal entity, and/or any other third party, which issues us a subpoena(s), search warrant(s), court order(s), or any other official demand(s) for information we maintain on record for your account. In the event that we receive a subpoena(s), search warrant(s), court order(s), and/or any other official demand(s) for information we maintain on record for your account, we reserve the right to immediately cancel your Service, and block your access to our website. We shall not be held liable for any harm or loss arising from such.
We may monitor your use of the Service we provide you for violations of this Agreement. We may take all necessary actions, we deem fit, if we suspect a breach of this agreement or if think it necessary to protect us from imminent harm or loss.
During the term of this Agreement, you grant us a license to use your name and logo, if applicable, in our promotional material to advertise that you are a customer of ours. We agree that we shall not share, sell, trade, barter, or offer for free the use of your name, logo, and affiliate data to any other individual, corporation, or entity that is not owned in whole or in part by us.
In an effort to protect our subscribers from credit/debit card fraud, we actively analyze all new accounts and existing accounts to identify and block individuals suspected of fraud from using our Service now and in the future. We may share this data (including, but not limited to, IP addresses, email addresses, the credit/debit card number(s) used, etc.) with third-party payment processors and/or Law Enforcement agencies in an effort to reduce fraud.
18. BINDING AGREEMENT
This is a binding agreement. All parties named herein agree to be bound by the terms of this agreement for the life of this agreement.
You may not transfer your rights and/or obligations under this agreement without the expressed prior written consent of us. Any attempt to assign this Agreement by you is void.
19. HEADINGS OF NO FORCE OR EFFECT
The headings throughout this agreement are intended for reference only and have no effect or bearing on the meaning of any provision listed herein.
You shall defend, indemnify, and hold harmless us, our officers, directors, employees, and agents from any breach of this Agreement, use of your account or in connection with the placement or transmission of any message, information, software or other content using the Services. We shall be defended by attorneys of our choice at your expense.
21. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to its conflict of laws principles and rules.
22. NO WAIVER OF RIGHTS
If either party fails to enforce any right or remedy under this Agreement, that does not waive the right or remedy for any other breach or failure.
Should any parts of this agreement be legally declared invalid or unenforceable, all other parts of this agreement will remain valid and enforceable. In such a case, said invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this agreement.
24. LITIGATION AND ATTORNEYS FEES
In the event you fail to pay for the Services or otherwise breaches the Agreement and we take action to enforce the Agreement or recover damages or monies due as result of the breach, we are entitled to recover the costs of enforcement and/or collection and reasonable attorneys fees from you. You consent to the jurisdiction of the state or federal courts of California as the venue for any legal action and waives all defences of lack of personal jurisdiction and forum non conveniens.
25. ADDITIONAL PROVISIONS
You are responsible for reviewing the TOS available on our website for any amendments to this agreement and/or our rates and/or other amendments to our Service. Your continued use of the Service, after our posting of any amended version of its TOS, rates, and/or modifications to its Service, constitutes your acceptance and agreement with any and all amendments made and such modifications/amendments supersede any previous agreements between you and us.
As we are a US-based company, we observe all US national holidays. During such times, our offices will be closed; our regular business hours will resume following the holiday period. If you have in inquiry during a period in which our offices are closed, please send us an email at firstname.lastname@example.org or call us on the next business day following the holiday period.
Should you violate any term(s) of this agreement, we reserve the right to immediately cancel all Service(s) it provides to you.
You promise that you are of legal age to enter into this agreement and that you fully understand and fully agree with all of its terms and conditions.
ALL content on this site is copyright protected and may not be reproduced, adopted, or transmitted without our prior written consent.
This constitutes the entire Terms of Service agreement between the parties named herein and this agreement may only be amended by us.