1. THE PARTIES
EZphone.Systems is a DBA of SendMyCall INC
EZphone.Systems (formerly SendMyCall) has been in business since 2007
2. PRELIMINARY TERMS
2.1. Electronic Signatures and Agreement(s): The Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the www.EZphone.Sysyems website. Furthermore, the Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
2.2. No Emergency Calls: by entering into this Agreement the Customer acknowledges and agrees that the EZphone.Sysyems infrastructure does not and does not intend to support or carry emergency calls.
2.3. No Callback Calls: by entering into this Agreement the Customer acknowledges and agrees that the DID numbers provided by EZphone.Sysyems cannot be used for callback applications.
2.4. Jurisdiction Restrictions: if the Customer is residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, the Customer may not enter into this Agreement. By entering into this Agreement the Customer explicitly states that he has verified in his own jurisdiction if the use of internet telephony is allowed. The Customer shall be solely responsible, bear all costs (including reasonable lawyer's costs) and will hold EZphone.Sysyems harmless, if he breaches the Jurisdiction restrictions.
2.5. EZphone.Sysyems may at its sole discretion refuse a Customer application or order:
2.5.1. If the information provided is incomplete.
2.5.2. If EZphone.Sysyems has reason to doubt the accuracy of the information, or it is not supported by the required identification or, in the case of company applications, the required authorization.
2.5.3. If the Customer is known to have committed fraud, or is bankrupt, or has given any reason to doubt his ability to meet their commitments under this Agreement.
3.1. EZphone.Sysyems agrees to provide the Customer, and Customer agrees to purchase services from EZphone.Sysyems under the terms and conditions set forth in this agreement.
3.2. This Agreement shall apply to all services provided by EZphone.Sysyems services may include but are not limited to: Numbers (including DID numbers and Toll-Free numbers), Channels (including Dedicated and Flexible Channels), Virtual PRI, Call Forwarding, Termination, Inbound and Outbound SMS, Virtual EZphone.systems.
3.3. Customer acknowledges that the allocation of Numbers (DIDs and/or Toll-Free numbers) as part of the Service does not constitute a transfer of property or sale of numbering rights by EZphone.Sysyems and only constitutes a sale of right to use the Numbers exclusively as long as the Service is provided. As a result, Customer is not entitled to claim any such rights to the Numbers which will be reassigned to EZphone.Sysyems immediately at the termination of the Service.
3.4. Service term is one or more full months, according to the service order, beginning on date that Service is activated. Service orders are renewed automatically for additional terms until cancelled.
4. ACCEPTABLE USE OF SERVICE
4.1. The Customer is prohibited from using the Service for callback calls, auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting purposes.
4.2. Customer agrees to indemnify EZphone.Sysyems against any cost and/or damage and/or expense and/or claim and/or demand, including any made by a third party, arising out of the Customer's or End User's use of the service in violation of the Acceptable Use of Services, and all costs relating thereto, all of which will immediately be due and payable.
5. RESPONSIBILITIES AND OBLIGATIONS
5.1.1. EZphone.Sysyems will make all reasonable efforts to maintain equipment suitable for handling and terminating calls.
5.1.2. EZphone.Sysyems shall notify the Customer as soon as reasonably practical, of any changes in rates payable, or modification to the service offered.
5.1.3. EZphone.Sysyems shall provide the Customer with reasonable technical and sales support, which EZphone.Sysyems in its sole discretion shall consider necessary and appropriate.
5.1.4. EZphone.Sysyems may from time to time make changes to equipment used to handle calls and provide the service. Such changes are at the sole discretion of EZphone.Sysyems and may be made without prior consent from the Customer.
5.2.1. Customer shall pay for the Services in accordance with the provisions set forth herein in Section 8.
5.2.2. The Customer shall ensure that it has all necessary approvals, permissions or authorizations for the services operated through EZphone.Sysyems including those offered to its End Users.
5.2.3. The Customer shall ensure that services provided are not used for any unlawful purpose whatsoever including the transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, defamatory, or which in any way infringe copyright, intellectual property rights, trademarks, or which is pornographic, or any other material that may cause offense in any way.
5.2.4. EZphone.Sysyems may recover from the Customer, who will hold EZphone.Sysyems harmless, all fines, claims or administrative expenses resulting charged by any other regulatory body, resulting from a breach of the law or this agreement.
5.2.5. The Customer specifically agrees to indemnify EZphone.Sysyems against all costs and liabilities arising out of all claims which result from a breach, or an allegation of any breach of any of Customers' obligations set forth in this clause 5.2
5.2.6. The Customer shall co-operate with EZphone.Sysyems in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The Customer shall, at the discretion of EZphone.Sysyems without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether brought by EZphone.Sysyems or brought against EZphone.Sysyems.
5.2.7. The Customer shall ensure that any third party using its facilities shall be bound by the terms of this Agreement.
5.2.8. The Customer is responsible for ensuring that no third party intellectual property right is infringed by its choice of DID number for a particular service and will hold EZphone.Sysyems harmless against all costs and liabilities arising out of a breach or allegation of a breach of any such third party's intellectual property rights.
5.2.9. All notices, requests or other communications shall be in writing and addressed to the Customer by email. The Customer bears all responsibility concerning the reception of the EZphone.Sysyems mails, he agrees to keep his email address updated at all time, and he will inform EZphone.Sysyems of any modification of his email address within 24 hours of the moment of modification.
6.1. The Customer shall not assign the rights and obligations of this Agreement to any other party without the express permission in writing of EZphone.Sysyems.
6.2. EZphone.Sysyems may assign the rights and obligation of this Agreement to a third party without the prior consent of the Customer.
7. PROVISION OF SERVICES AND WARRANTIES
7.1. EZphone.Sysyems will take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted. However, EZphone.Sysyems cannot provide a fault free service. EZphone.Sysyems gives no warranty that its network or services shall be continuous, or will be free from faults.
7.2. EZphone.Sysyems gives no warranty or guarantee that the service is satisfactory or suitable for the Customer's purposes. All warranties relating to the service from EZphone.Sysyems are excluded, even if implied by statute.
7.3. The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement form any part of a contract, nor has induced either party into this Agreement.
7.4 EZphone.Sysyems is reliant on third parties for delivery of services, and therefore EZphone.Sysyems can have no liability of whatever nature for any delay or fault to the delivery of same.
8. TECHNICAL SUPPORT
8.1. EZphone.Sysyems may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry out maintenance, upgrade works, or back-ups. EZphone.Sysyems will take steps to keep any consequent disruption to the service to a reasonable minimum.
8.2. In the event that the Customer becomes aware of any faults with the service, it shall notify EZphone.Sysyems as soon as is practicably possible.
9. LIMITATION OF LIABILITY
9.1. EZphone.Sysyems shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement and in particular shall not be liable for any delay in rectification of any such problem.
10. FORCE MAJEURE
10.1. EZphone.Sysyems shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of its control, to include, but not limited to any act of god, inclement weather, storm, flood, drought, lightning, fire, power failure, shortage of power, disturbance to power supplies, disconnection damage or disturbance to telecommunications connections and cables, trade dispute, government action, embargoes, termination of or refusal to grant a license, damage to or loss of equipment or interruption, failure or delay in any service provided to us by any third party including governmental or regulatory authority or telecommunications operator, war, military operations, or riot.
10.2. EZphone.Sysyems will not accept any liability for the consequences arising out of a force majeure event.
11.1. Without prejudice to any other indemnity referred to in this or any other Agreement, the Customer agrees to indemnify EZphone.Sysyems and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer's or End User's use of the service and all costs relating thereto. The Customer agrees not to hold EZphone.Sysyems and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of EZphone.Sysyems software or services, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data.
12. TERM & TERMINATION
12.1. Term. The Agreement will be effective as of the date of the Customer acceptance thereof, and will remain effective until terminated by either party as set forth in these Terms of Service.
12.2. Either party shall be entitled to terminate this Agreement by giving to the other not less than two (2) months notice of termination
12.3. Consequences of Termination. Upon termination of the Agreement for any reason all licenses and rights to use the VoIP service shall terminate and the Customer will cease any and all use of the VoIP service.
12.4. EZphone.Sysyems may terminate this Agreement with immediate effect by giving notice at any time, if:
12.4.1. The Customer does not comply with the terms of this Agreement.
12.4.2. The Customer says, or appears to intend, that it will not abide by the terms of this Agreement.
12.4.3. The Customer ceases trading, convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person.
12.4.4. Any step is taken to wind up or dissolve the Customer, a receiver, and/or manager or administrator appointed over any assets.
12.4.5. EZphone.Sysyems believes the Customer has allowed services to be used for any unlawful purpose or any use prohibited by this Agreement.
12.5. EZphone.Sysyems reserves the right to immediately terminate or modify any Customer's Service if EZphone.Sysyems determines, in it's sole and absolute discretion, that the use of the Service generates excessive billing or is in violation of that Customer's responsibilities and obligations as per Section 5.2 of this Agreement. Customer will remain responsible for all charges through the end of the current Service Term, including unbilled charges, plus a disconnection fee, if applicable, all of which will immediately be due and payable.
12.6. Either party may terminate this Agreement if:
12.6.1. Either party has committed a breach of the Agreement, and fails to remedy the breach within 30 days of notice requiring it to do so, and;
12.6.2. Either party takes any steps to wind up or dissolve, or a receiver and/or manager or administrator is appointed over any assets.
12.7. Survival. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of the Agreement, including without limitation, all of the Customer's representations, warranties and indemnification obligations.
13.1. This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing shall have any validity.
13.2. EZphone.Sysyems may vary any provision in this Agreement, without prior consent from the Customer, if such change is required because of regulatory, insurance, safety or statutory changes made after services are provided.
13.5. Ownership: All DID numbers leased and registered to Customer's account by EZphone.Sysyems remain under EZphone.Sysyems control, and may be reassigned at the termination of this Agreement.
13.6. Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by EZphone.Sysyems shall be subject to correction on notice from EZphone.Sysyems and without liability.
13.7. EZphone.Sysyems rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.
13.8. Both parties agree that they have no joint venture, partnership, or agency relationship as a result of this Agreement. Neither party shall make any offer, guarantee, or warranty to any third party, in regard to the services, that purports to bind the other party.
Copyright © 2007. Send My Call INC