This TOU applies to both Calltopbx telecommunication and facsimile services and Calltopbx software. Calltopbx refers to all telecommunications and facsimile services provided by Calltopbx. It includes all downloadable software installed on your computer that is used to access and use Calltopbx services. Unless expressly noted otherwise herein, the term “Service” or “Services” includes all features offered including the various mobile dialers.

2. REGISTRATION PROCEDURES.

Upon signing up for the Service, you agree to provide true, accurate, current and complete name, contact information, Registered Location, and other data to Calltopbx and at subsequent times as requested by Calltopbx. If you provide information that is, or that Calltopbx suspects to be, false, inaccurate, not current or incomplete, Calltopbx has the right to suspend or terminate the Services and refuse any and all current or future use of all Services, or any portion thereof. At all times, you shall maintain and promptly update registration data as applicable.
Upon completion of all registration information and acceptance of this TOU, Calltopbx will provide you with a password, user ID, and when applicable, a PIN and telephone number. You are solely responsible for maintaining the confidentiality of your password and PIN, and, at all times, you will be solely responsible for all transactions and activities that occur as a result of your disclosure of such password and/or PIN, even if such transactions and/or activities were not authorized by you. You shall at all times be responsible and liable for any transactions or activities that occur on your Account. You shall immediately notify Calltopbx if any unauthorized use of your Account has occurred or of any other breach of security. In no event shall Calltopbx be liable for any unauthorized activities with your Account.

You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the country, state or province in which you reside, and that you possess the legal right and ability to enter into this TOU. You represent and warrant that your name, user name, contact information and Registered Location are true and correct. You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including minors living with you). In order to use the Service, you agree, at your sole expense: to (1) provide and be responsible for payment for all equipment necessary to establish a connection to the Internet and/or to the Publicly Switched Telephone Network (”PSTN”), as may be required to use the Service; (2) provide for access to the Internet and/or PSTN and pay any Internet connection service fees associated with such access; (3) supply and pay for all phone service features required for your use of the Service; and (4) pay us for the Service.

You agree to use the Service only for lawful purposes and that you shall not, at any time, use the Service for any unlawful or abusive purpose or in any way which interferes with our ability to provide Service to other customers, prevents or restricts other customers from using the Service, or damages any Calltopbx or other customer’s property. Specifically, you agree to each of the following:
• You agree not use the Service for illegal purposes.
• You shall be solely liable for any transmissions sent through the Service. Calltopbx simply acts as a passive conduit for you to send and receive communications and information of your own choosing and Calltopbx has no control over the content of any transmission nor will it be liable for such content.
• Calltopbx has the right to restrict termination to any telephone numbers in its sole discretion. These may include, but are not limited to certain geographic locations, special services numbers, satellite telephony services, and other call forwarding services.
• You shall not use the Services to create or distribute any images, sounds, messages or other materials which are obscene, harassing, racist, malicious, fraudulent, infringing or libelous, nor use the Services for any activity that may be considered unethical, immoral, volatile of any third party’s rights, or illegal.
• You will abide by all rules, regulations, procedures and policies of Calltopbx and any policies of all third-parties’ networks connected to the Services and you shall not interfere with or disrupt such networks.
• You shall not attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means:
• You shall not interfere with another customer’s or third-party’s use and enjoyment of the Service or use the Service in any manner which disrupts, prevents or restricts any other customer from using the Service.
Your use of the Service is subject to all applicable local, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws and false advertising). You are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service. By way of example, and not as a limitation, you agree not to:
• Use the Service in violation of any UK law regarding the transmission of technical data exported from the United Kingdom.
• Use the Service in connection with chain letters, junk email, voice mail, faxes, spamming or any duplicative or unsolicited messages (commercial or otherwise).
• Harvest or otherwise collect information about others, including email addresses, without their consent.
• Transmit any material that contains viruses, time bombs, Trojan horses, worms, or any other programs that may be harmful or dangerous.
• Create a false identity (i.e., “ID Spoofing”) or forged email address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message.
• Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademarks, copyrights or moral / publicity rights.
• Violate any U.K. or foreign law regarding the transmission of technical data or software exported through the Service;
Please be aware that, in accordance with the Digital Millennium Copyright Act, it is the policy of Calltopbx to terminate, in appropriate circumstances, the Service of any user who is a repeat infringer of the copyrights of third-parties. However, Calltopbx reserves the right to terminate or suspend your rights to use the Service for only a single infringement, and may or may not, in Calltopbx’s sole discretion, attempt to contact you prior to such termination or suspension.

Calltopbx owns and shall at all times retain sole and exclusive right, title and interest to the Service, including all copyrights, trademarks, patents and all other intellectual property rights thereto, including without limitation with respect to all technology, telephone numbers and facsimile numbers used in connection with or provided as part of the Services. All rights not expressly granted under this TOU are retained by Calltopbx. Any new features provided by Calltopbx that augment or enhance the current Services shall also constitute “Services” and shall be subject to these terms and conditions.

You may not, and shall not allow any third party to, copy, distribute, sell, resell, license, sub-license, reproduce, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services and/or any of Calltopbx’s technology or software for any purpose whatsoever. You also shall not allow any third party to access the Services for any purpose whatsoever.

Generally. You are responsible for paying all charges for your Account, including but not limited to, toll-free, local, long distance and directory assistance charges and for all taxes and surcharges imposed on you or us as a result of your use of the Service. Customers with past due balance on previous or multiple accounts will be charged the full balance upon opening a new account or updating their credit card on file. Calltopbx also reserves the right to charge termination and transfer fees consistent with each plan’s terms and conditions. Further, upon termination of your Account for any reason, all unused credits or pre-paid minutes shall expire in their entirety and no refund or pro-ration shall be made for any unused credits or minutes.

Plan Credits. Calltopbx offers several different Service plans. Some of the plans provide for a fixed number of monthly credits. Credits may be used for domestic, international or VoIP calling and faxing. However, all credits are quoted for domestic minute usage and, if credits are used for international or VoIP calling, you may be charged at additional rates. Further, if you purchase additional credits and use them for international or VoIP calling, additional charges may apply. Further, international rates are subject to change without notice. You are advised to refer to your specific Service plan details regarding all domestic, international and VoIP charges and all other terms and conditions of your Service plan.

Credits, bonus minutes and other promotional incentives and the like have no monetary value. All credits, bonus minutes and other promotional incentives are personal to you and your Account and may not be sold, transferred, assigned or used by another user or with another user’s Account.

Tell-A-Friend. Tell-A-Friend (TAF) credits have no monetary value and are treated like other credits upon termination of your Account; that is, upon termination of your Account for any reason, all unused TAF credits shall expire in their entirety and no refund or pro-ration shall be made for any unused TAF credits or minutes. TAF credits are personal to you and your Account and may not be sold, transferred, assigned or used by another user or with another user’s Account.

Chargebacks. Calltopbx strongly discourages the use of chargebacks. If you believe your Account has been created fraudulently or in error, you must follow the following procedures no later than 3 days after you first discover the Account was fraudulently or erroneously created: (1) you must contact via email our customer support department at info@voiceserve.net. The subject line of the email must state “Chargeback” and you must provide the following information in the email: (a) your name, contact information, and the Calltopbx Account telephone number in question, (b) the date that the Account in question was created, (c) the credit card account number used to open the Account, and (d) the total amount charged to the Account. Our customer support representatives will contact you to attempt to resolve the matter; and (2) if you are not able to resolve the matter with our customer support group, you must then contact our legal department via email at info@voiceserve.net to try to resolve the matter. If you take any action to reverse your Account charges with your credit card company without first following both of the procedures set forth herein, we reserve the right to take legal action against you for damages, including, among other things, fraud.

Any applicable initiation charges, usage and monthly recurring charges and fees are billed in full in advance. Termination and transfer charges are billed in arrears. Upon termination of your Account for any reason, all unused credits, pre-paid minutes and TAF credits shall expire in their entirety and no refund or pro-ration shall be made for any unused or TAF credits, minutes or any remaining periods/months on a pre-paid Service plan.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorations. For credit card payments, no additional notice or consent will be required for billings to that credit card or Account. You will advise us of any changes to your credit card Account, such as credit card account number or expiration date changes. Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due under this TOU. We may assess an additional fee of fifty dollars ($50) for any check returned for nonpayment. Notice of any disputes must be in writing and received by us at our then-current principal business address (Attn: Accounting) as provided on our website within thirty (30) days after the invoice date or you will waive any objection.

You can return devices, in good condition, within the 30 days of activation for a full refund. The device must be fully functional, include all components, manuals, peripheral devices and all other accessories that originally shipped with the device. Cancellation or termination of service for any reason after 30 days will result in a $30 cancellation fee per device, which will be billed to your credit card upon cancellation.

Your use of any and all of the Services is subject to fair and reasonable use. The Company considers fair use of the Service to be, for each paid Service plan, one hundred fifty-percent (150%) of average monthly customer usage for all such plan customers and, for all free plans or trials, fifty percent (50%) of the average monthly customer usage for the lowest / least expensive paid Service plan customers. Calltopbx reserves the right to immediately disconnect, suspend or modify your Service if Calltopbx determines, in its sole discretion, that your use of the Service violates this fair use policy.

Calltopbx hereby grants you a worldwide, fully-paid, non-exclusive, non-transferable, revocable license and right to download onto one or more of your computer processing units Calltopbx’s software, machine readable format and the related documentation to the extent, and only to the extent, necessary to operate and use the Services. You do not have the right or authority to make any enhancements, modifications or derivative works of, from or involving the software and you may not, under any circumstances, copy, distribute, sell, resell, license, sub-license, reproduce, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the software. This non-exclusive license is personal to you and may not be transferred or assigned.

Calltopbx’s voice-over-internet protocol service (“VoIP”) is one of the Calltopbx Services. If you subscribe for Calltopbx VoIP, Calltopbx hereby grants you a worldwide, non-exclusive, non-transferable, revocable license and right to install one VoIP line per computer processing unit for use with one user. For clarification, while you are permitted to register more than one VoIP lines on one Calltopbx Online account, the rule is one (1) user – one VoIP line (i.e., only one user is permitted to use a VoIP line). If you want to allow multiple users to use VoIP, you will need to purchase a separate VoIP line for each user.

You understand and agree that you are not the owner of any toll-free or local telephone number or facsimile number assigned to you by Calltopbx. Ownership of all phone numbers and facsimile numbers is vested solely in Calltopbx (who will assign or re-assign such numbers to you for your use during the term of this TOU). You understand and agree that (a) Calltopbx may from time to time need to change the telephone or facsimile number assigned to you (due to an area code split or for any other reason) and (b) following the termination of your Calltopbx Account for any reason, you will no longer have access to or use of such telephone or facsimile number. In either case, such telephone phone and/or facsimile number may be re-assigned immediately to another customer and you agree that Calltopbx will not be liable for any damages (including consequential or special damages) arising out of any such re-assignment. You hereby waive any claims with respect to any such telephone or facsimile number re-assignment, whether based on contract, tort or other grounds, even if you have advised Calltopbx of the possibility of any such damages. Prior to termination of your Account, and provided you are a customer in good standing, you may request in writing that Calltopbx transfer your toll-free number assigned to your Account to another carrier. Calltopbx may approve or deny such transfer request in its sole discretion. If such transfer request is granted, a $100.00 transfer-service fee shall apply.

Storage. Calltopbx is not obligated to store your voicemails, sent/received calls and/or faxes and does so only as a convenience to you. You agree that Calltopbx has no responsibility or liability whatsoever for the deletion or failure to store any voicemail or fax messages, any call-log information and/or other communications maintained or transmitted by the Services.

Unsolicited Advertisement Policy. Distribution of unsolicited voicemail, broadcast and fax advertisements through the Services is prohibited. You shall not use the Service to send or transmit any unsolicited communications or advertisements and understand that, if you do, Calltopbx may immediately terminate your right to use the Services without any liability of any kind.

At Calltopbx’s option and without further notice, Calltopbx may use technologies and procedures, such as filters, that may terminate such unsolicited advertisements without delivering them. If you believe that you are in receipt of an unsolicited advertisement and the solicitation contains a telephone number, fax number, or other contact information to “unsubscribe” from receipt of additional unsolicited communications and junk faxes, you are required to unsubscribe. You hereby release and agree to hold harmless Calltopbx from and against any damages or liabilities of any kind related to any voicemail, broadcast and/or fax spam or solicitations that you may send and/or receive using the Services. You further agree that you are not permitted to “opt in” to receive any voicemail, broadcast or fax advertisements on your Account other than Calltopbx solicitations.

E911 support is only available if you purchase Calltopbx’s voice-over-Internet Protocol service (”VoIP”), and specify that you require this service (US users Only). Calltopbx does not supply emergency service numbers beyond the USA.

No 911 Or Emergency Service — Generally. Calltopbx VoIP that allows users with softphones, IP phones, or ATAs to call 911 to reach emergency services. However, you expressly agree and understand that, other than through VoIP, none of Calltopbx other Services support Emergency (911) Services. Emergency Services are services that connect a user to emergency services personnel or a public safety answering point (”PSAP”), pursuant to applicable regulatory requirements, by dialing an abbreviated, three-digit dialing code. In the United States, Emergency Service is provided by dialing the digits “911” on a wired or a wireless telephone. Except for Calltopbx VoIP, the Services cannot provide a connection to Emergency Services personnel or a PSAP under any circumstances. It is technically impossible for customers to reach Emergency Services through the use of the Service other via Calltopbx VoIP. It is technically impossible for customers outside of the USA to reach Emergency Services through the use of Calltopbx.

Registration of Physical Location Required. For each phone line that you utilize with the VoIP Service, you must register with Calltopbx the physical location where you will be using the VoIP Service with that phone line (”Registered Location”). Your initial location will be registered as a part of your initial subscription to the VoIP Service. It is incumbent on you to confirm the accuracy of your physical address via your online account if you have any changes, additions or transfers of phone numbers. When you move your IP phone or ATA device with traditional phone service to another location, you must update your Registered Location. If you do not update your location, 911 calls you make may be sent to an emergency center near your old address. You may update your Registered Location by logging on to your online account. For purposes of 911 Dialing, you may only register one Registered Location at a time for each phone line. For reference to US subscribers, regardless of what address you register for a portable device (e.g., WiFi, Calltopbx V-Phone or SoftPhone), emergency calls you make from these devices will be routed to the Calltopbx national emergency response center.

Interruptions Of 911 Or Emergency Service — With VoIP. Even though you may be able to reach Emergency Services using Calltopbx VoIP, you hereby agree and understand that, because Calltopbx VoIP 911 Service operates differently than traditional 911 service, there are circumstances under which 911 may not be available or may be in some way limited using Calltopbx VoIP by comparison to traditional 911 service. Such circumstances include:
• Internet connection failure. If the connection to the Internet over which your Calltopbx VoIP is provided were interrupted, you would not have access to Calltopbx VoIP during that interruption and therefore would not have access to 911 service during that interruption.
• Relocation of your PC, IP Phone, or ATA. If you relocate the equipment (PC with softphone, IP phone, or ATA with traditional phone) that you use to access your Calltopbx VoIP, you must update your Registered Location. If you do not update your Registered Location, any 911 call you make using Calltopbx VoIP will be routed based on your previously provided Registered Location and therefore may not be routed to the appropriate PSAP for your current location. In addition, because Calltopbx will, where possible, automatically transmit your Registered Location to the PSAP, you must update your Registered Location to ensure that Calltopbx transmits accurate location information to the PSAP. Once you notify us of a change in your Registered Location, there may be a delay in making the new Registered Location available to properly route 911 calls and to advise PSAPs of your Registered Location.
• Loss of Electrical Power. Unless you have a backup system to power your Internet connection and any equipment (PC with softphone, IP phone, or ATA with traditional phone) that you use to access your Calltopbx VoIP, you will not have phone service or 911 service during any power outage.
Alternative Arrangements. You understand that additional arrangements should be made to access Emergency Services. To access Emergency Services, you acknowledge and accept that it is your sole responsibility to purchase, with a third-party separately from Calltopbx, traditional wireless or wireline telephone service that offers access to Emergency Services. You further recognize that Calltopbx is not a replacement for Your primary telephone service and you are hereby advised to maintain a traditional wireline or wire-based telephone service at all times. By agreeing to these terms of service and by your use of Calltopbx VoIP, you acknowledge and accept that Calltopbx VoIP may not support or provide Emergency Service at all times. You represent and warrant to the Company that you already have made additional arrangements with a third party to access Emergency Service.

Notify All Users. You should inform all household residents, guests and other third persons who may be present at the physical location where you utilize the Service of the important differences in and limitations of Calltopbx VoIP 911 Dialing as compared with basic 911 or E911. The documentation that accompanies each Device will include a sticker concerning the potential non-availability of basic 911 or E911 (the “911 Sticker”). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker on each Device that you use with the Service. If you did not receive a 911 Sticker with your Device, or you require additional 911 Stickers, please contact our customer care department at 1-888-CALLTOPBX

No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The VoIP Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls). The VoIP Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this TOU) services in one or more (or all) service areas.

* Section 12 is only applicable to you if you have subscribed for VoIP Service.

Certain Calltopbx Services provide a function that allows 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. Calltopbx expressly disclaims all liability with respect to your recording of telephone conversations. You hereby release and agree to hold harmless Calltopbx from and against any damages or liabilities of any kind related to the recording of any telephone conversations using the Services.

Calltopbx makes no representation that materials on its web site(s) are appropriate or available for use in locations outside the United Kingdom, and accessing them from territories where their contents are illegal is prohibited. You agree to comply with all applicable foreign and domestic laws, rules and regulations regarding the transmission of technical data exported from or imported to the United Kingdom or the country in which you reside. You hereby release and agree to hold harmless Calltopbx from and against any damages or liabilities of any kind related to your violation of any United Kingdom and international laws, rules and regulations in connection with your use of the Services.

• Calltopbx reserves the right to immediately disconnect or modify your Service if Calltopbx determines, in its sole discretion, that your use of the Service is or at any time did violate this TOU.
• Any free services provided by Calltopbx that involve creating a unique account are personal to you and you are only allowed one free Calltopbx account. If Calltopbx determines, in its sole discretion, that multiple free accounts have been created by you, Calltopbx reserves the right to immediately disconnect or modify any or all of your accounts.
• To maintain or improve the Services, to prevent fraud, or for any other reason determined by Calltopbx, its sole discretion, Calltopbx may restrict, suspend, terminate or modify your Service with or without notice.
• Upon any termination in accordance with the foregoing, Calltopbx may immediately deactivate or delete your Account and all related information and files in your Account, reassign any telephone numbers associated with the account, and/or bar any further access to such files, information, or the Services.
• Calltopbx shall not be liable to you or any third party for any reason for terminating your use or access to Services.
• Outbound calling credit purchased by you will remain effective and shall not expire for as long as your Account is active and in good standing, as determined by Calltopbx in its sole discretion.
• If you or Calltopbx terminates your right to use the Service, you shall not be entitled to any refund or pro ration of any pre-paid amounts or credits.

• THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND CALLTOPBX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. CALLTOPBX MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY YOU.
• CALLTOPBX MAKES NO WARRANTY ON UP-TIME, MEAN-TIME BETWEEN FAILURES, QUALITY OF SERVICE, THE QUALITY OF VOICE OR FAX COMMUNICATIONS OR THE USE OF THE CALL CONTROLLER SOFTWARE.
• CALLTOPBX MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. CALLTOPBX IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.
• CALLTOPBX DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND CALLTOPBX 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 CALLTOPBX, IT’S EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
• ALTHOUGH EVERY EFFORT IS MADE TO ENSURE THAT VOICEMAILS AND FAX TRANSMISSIONS ARE SECURE, CALLTOPBX MAKES NO GUARANTEES OF SECURITY.
• SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU

IN NO EVENT SHALL CALLTOPBX BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. CALLTOPBX’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE MONTHLY FEES CALLTOPBX CHARGED YOU DURING THE ONE (1) MONTH IMMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

You shall indemnify and hold harmless Calltopbx, its directors, officers, employees, shareholders, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys’ fees), and damages resulting from any negligent acts, omissions or willful misconduct by you, your use of the Services and/or any breach of the terms and conditions of this TOU by you.

Please click here to view our Privacy Policy.

We may change the terms and conditions of this TOU from time to time upon delivery of electronic mail notice to you. Notices will be considered given and effective on the date sent to your registered electronic mail address. Such changes will become binding on you on the day immediately following the date the notice is emailed to you if you continue to use the Services. If you do not agree to the modifications, your only recourse is to terminate the Services. The modified TOU shall supersede all previously agreed to electronic and written terms of service, as well as any prior versions of this TOU. You agree that you are solely responsible for (i) making sure that your registered email account is current and functional, (ii) checking your registered electronic mail on a daily-basis, and (iii) making sure that Calltopbx communications are not blocked or rendered undeliverable by you, your computer, any software installed on your computer, your Internet service provider or for any other reason.

Materials may be made available via the Service by third parties not within our control. We are under no obligation to, and do not, review content transmitted, sent or received using the Service for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others.

Calltopbx shall be excused from any delay or failure in performance hereunder, other than the payment of monies, caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, riots, war or government requirements.

Notices to you shall be effective when sent by email to the email address provided to us or, at our option, 5 days following the date deposited in the Mail (via regular mail) addressed to your address as kept in our files. You are responsible for notifying us of any changes in your address. Written notice to us shall be effective when directed to our Legal Department and received at our then-current address as posted on our website. Your notice must specify your name and Account. Oral notices are not valid or effective for any purposes whatsoever.

THE LAWS OF THE UNITED KINGDOM EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF THE CALLTOPBX SERVICES, AND YOU EXPRESSLY AGREE THAT THE EXCLUSIVE JURISDICTION FOR ANY CLAIM OR DISPUTE ARISING FROM THE USE OF THE CALLTOPBX SERVICES RESIDES IN THE UNITED KINGDOM VENUE FOR ALL CLAIMS AND DISPUTES BETWEEN YOU AND CALLTOPBX SHALL BE LONDON, UNITED KINGDOM. YOU HEREBY CONSENT TO VENUE AND PERSONAL JURISDICTION IN SUCH COURTS WITH RESPECT TO ALL SUCH CLAIMS OR DISPUTES AND IRREVOCABLY WAIVE ANY RIGHT THAT SUCH PARTY MAY HAVE TO ASSERT THE SUCH FORUM IS NOT CONVENIENT OR THAT ANY SUCH COURT LACKS JURISDICTION.
• In the event that any action is filed to interpret or enforce this TOU, the most prevailing party shall be entitled to recover its costs, including expert witness fees and reasonable attorneys’ fees.
• If any part of this TOU is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.
• You hereby consent to CALLTOPBX publicizing the existence of the relationship contemplated hereunder as a part of CALLTOPBX’S promotional and marketing activities from time to time.
• This TOU constitutes the entire agreement between CALLTOPBX and you with respect to your use of CALLTOPBX services and your CALLTOPBX account, and it supersedes all prior or contemporaneous communications and proposal, whether oral or written, between CALLTOPBX and you with respect thereto.
• The failure of CALLTOPBX to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision.
• You agree and acknowledge that any breach of the provisions regarding ownership contained in this TOU shall cause Calltopbx irreparable harm and Calltopbx may obtain injunctive relief as well as seek all other remedies available in law and in equity.
• You may not transfer or assign this TOU or any of your rights under this TOU. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this TOU shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.
• The provisions of this TOU relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this TOU for any reason.
• The U.N. Convention for the Sale of Goods shall not be applicable to this license of the Services to you.
• The section titles in this TOU are for convenience only and have no legal or contractual effect.
• You hereby authorize Calltopbx to use, transmit, publicize, post on its website or in any other media or publications or otherwise use, for commercial or non-commercial purposes, any communications, messages, statements, testimonials or other information that you make, deliver and/or provide to or about Calltopbx or the Services.

Any dispute relating to the interpretation or performance of this TOU shall be resolved at the request of either party through binding arbitration conducted in accordance with the then-existing rules of the United Kindom Arbitration Association (”AAA”). The arbitration shall be conducted before one (1) mutually acceptable arbitrator. If the parties cannot mutually select an arbitrator after 30 days, the AAA shall appoint one (1) arbitrator. Judgment upon any award by the arbitrator may be entered by the state or federal court having jurisdiction. The parties intend that this TOU to arbitrate be irrevocable.