TERMS & CONDITIONS


AGREEMENT BETWEEN USER AND VIP2PHONE

By subscribing to and/or using VIP2Phone services, you (Customer) agree to the following terms and conditions:

Rates and Billing

Rates and fees for VIP2Phone services are available at the VIP2Phone Service Agreement signed from Customer. Those rates and fees are fully incorporated herein. Service fees are in addition to usage fees and represent charges for on-line enhanced data services. The rates and charges may be changed at any time without notice and it is up to the Customer to check the listed rates for such changes via email. VIP2Phone may post notices of any rate changes on Customer’s invoices or on the account login page. Per minute rates shown are for one minute in U.S. dollars. All inbound calls are billed in 60-second increments with a 60-second minimum except International (non- U.S. and Canada) calls that are billed in one-minute increments excepting some countries. All call charges are rounded up to the nearest penny. It is customer's responsibility to make sure their ring-to numbers are working numbers with sufficient call capacity. Customer is responsible for all calls made to the VIP2Phone toll free and/or local numbers including but not limited to wrong number, telemarketing and fraud calls. All charges for services will be debited to the credit card provided by Customer. Payment for non-credit card, non-EFT accounts is due as provided in the VIP2Phone Credit Application or 15 days after invoice whichever is sooner. If the credit card or other form of payment is denied, or if the account is otherwise past due, service may be disabled immediately and terminated if the payment is not made within five days of the due date or date upon which the credit card/EFT charge was attempted. VIP2Phone shall not be liable for any accounts suspended or terminated for non-payment. Numbers on past-due, suspended, or terminated accounts cannot be ported. Any dispute or billing discrepancy must be submitted in writing via an email to VIP2Phone within 60 days of Invoice. Customer agrees to pay interest at the maximum amount allowed by law, on overdue charges plus reasonable cost of collections, including legal fees. Processing charges may apply if a payment is declined ($10 per credit card decline, $20 per returned EFT and $25 per returned check). Service will be rendered subject to credit approval by VIP2Phone. Customer’s application for service, via the Internet, by fax or mail or Customer’s use of VIP2Phone service attests to Customer’s agreement to pay invoices within the stated terms and conditions and Customer’s agreement with the terms and conditions herein. The client understands that the activation of any prepaid service generates a monthly subscription where VIP2Phone is authorized to charge every 30 days for each prepaid service confirmed by the client. The subscription date depends on the day of the month in which each service was activated.

Content

VIP2Phone has no control over the content of the information transmitted through its accounts. VIP2Phone does not (i) represent or endorse the accuracy or reliability of any opinion, advice or statement made through a VIP2Phone account, (ii) assume any liability for any harassing, offensive or obscene material distributed or received through a VIP2Phone account, or (iii) assume any liability for any material distributed through a VIP2Phone account which is distributed in violation of any third party’s copyright or other intellectual property right.

Use of Service

The Services may not be used for unlawful purposes and Customer agrees to comply with all applicable laws, regulations, or conventions including but not limited those related to data privacy, international communications, exportation of technical or personal data, junk fax and Do Not Call regulations. Customer is expressly prohibited from using the Services to transmit any unlawful, harmful, threatening, harassing, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, national or other law. Customer may not use the Services to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of such right by holder. Customer agrees not to use the service in any way that would interfere or impact VIP2Phone’s network or service to other customers. Customer is expressly prohibited from using any 3rd party service provider with VIP2Phone numbers and agrees any and all telecom and/or enhanced services, including but not limited to texting functionality, will be provided by VIP2Phone. VIP2Phone reserves the right to suspend and/or terminate accounts for excessive busy/failure rates, if Customer’s use of service adversely impacts VIP2Phone’s network or other customers or if Customer uses the service for in any unlawful, fraudulent, or harassing manner. Further VIP2Phone reserves the right to terminate/suspend and/or refuse service to any Customer that VIP2Phone finds morally objectionable or abusive to VIP2Phone's staff. VIP2Phone will not disclose customer information to 3rd parties unless it has a good faith belief that such disclosure is necessary to comply with Court Order, Search Warrant, FCC regulations, or other legal process served upon VIP2Phone.
VIP2Phone will not be liable for any claim that arises out of its acting as a Responsible Organization, or where the VIP2Phone service is not available after VIP2Phone’s acceptance of this order, or where Customer is provided with a number(s) other than one(s) committed by VIP2Phone. It is the responsibility of the Customer to check the VIP2Phone number(s) to make sure they are assigned to the Customer's account, they route to the proper ring-to number(s), and are working before advertising such number(s). Under no circumstances shall VIP2Phone be responsible for consequential, indirect, direct, or special damages, (lost profits, marketing costs or otherwise) that result from interruptions of services, outages or inability to use services, lost recordings/voicemails/faxes and in any such event VIP2Phone’s sole liability shall be to provide credit equal to the charges for the affected calls/services. The International numbers and local VIP2Phone numbers may not support Fax and data transmissions at all times.

Limitation of Liability

As a material inducement for VIP2Phone to provide the services hereunder, Customer agrees that UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL VIP2PHONE OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. In the event of VIP2Phone’s failure to provide service or provision of unsatisfactory service, for any reason whatsoever, VIP2Phone’s sole liability shall be to provide credit equal to the charges for the affected calls/services.

Warranties

VIP2PHONE MAKES NO EXPRESS OR IMPLIED WARRANTIES TO CUSTOMER AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF THE GOODS OR SERVICES PROVIDED. VIP2PHONE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

Service Level Agreement (SLA)

VIP2Phone, INC does not provide a Service Level Agreement of any kind, written or implied, for its Services.

Number Portability

Toll-free numbers may be ported by Customer to another carrier subject to the charges set forth below. If Customer cancels a toll-free number or terminates service, the toll-free number may not be available to port if it has been released to the SMS pool or re-assigned to a new customer. It is Customer’s responsibility to port the toll-free number(s) prior to account cancellation. There are some vanity and premium numbers that are not portable and do not become the property of Customer. Most US Domestic numbers are portable the same as the toll-free numbers, however these numbers are provided by third party vendors and VIP2Phone does not have complete control over the provisioning, use and portability of such numbers. The International local and international toll-free numbers are not portable unless Customer has really good contacts with foreign Telecoms. There is no fee to port toll-free or local numbers to VIP2Phone.

Recording Conversations

Certain Vip2Phone, INC Services provide a function that allows to Customer to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, Customer is required to obtain consent from all parties to record a conversation. Customer is solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Vip2Phone, INC expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Vip2Phone, INC from and against any damages or liabilities of any kind related to Customer recording of any telephone conversations using the Services. VIP2Phone does not provide any kind bulk download of call recordings, even if Customer requires after service cancellation notice. Customer with active service can download any call recording one-by-one (not in batch) during the first year after the call recording creation date. Customer may request recovery of a recording conversation after the first year, but not more than two years after the creation date, however it has a fee that is subject to the number of files to be recovered and will be quoted upon request.

Indemnification

Customer shall defend, indemnify and hold harmless VIP2Phone, its officers, directors, employees and agents from any breach of this Agreement, use of Customer’s account or in connection with the placement or transmission of any message, information, software or other content using the Services. VIP2Phone shall give written notice of any such claim, action or demand within a reasonable time. VIP2Phone shall be defended by attorneys of their choice at Customer’s expense. The headings of the sections of this Agreement are inserted solely for convenience and are not intended to be part of, or affect the interpretation or meaning of this Agreement.

Law and Arbitration

This Agreement shall be governed by and construed in accordance with Florida State law. Any controversy or claim between the parties arising out of or related to this Agreement shall be settled by arbitration before a single arbitrator under the then current rules of the Florida Arbitration and Mediation Rules. The arbitration shall be held in Miami, Florida. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. Provided however, VIP2Phone may, at its sole option, bring a collection suit for any unpaid amount owed by Customer, in court in any state that has personal jurisdiction over Customer (residence state or state where customer is doing business).

Severability

If any provision or portion of this Agreement shall be held invalid under any applicable laws, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision or portion, and, to this end, the provisions or portions hereof are severable.

No Waiver

The failure of either party at any time, or from time to time, to require performance of any obligation under this Agreement shall in no manner affect the right of either party to enforce any provision of this Agreement at a subsequent time and shall not be construed as a waiver of any subsequent breach of that same provision.

Service Cancellation

Customer may cancel service at any time. However there is a cancellation fee to port any VIP2Phone toll-free or local number that has been in service – this is a $50 per number cancellation fee which will apply only if Customer requests to port a VIP2Phone number to another carrier for that particular number unless such number belonged to the Customer prior to service with VIP2Phone. (This fee could be higher for certain vanity numbers). There is no fee(s) if Customer does not request to port the number(s) or if Customer originally ported the number to VIP2Phone. Customer understands last monthly payment for any Prepaid service will be charged during the next 15 days after Cancellation Notice. For any Postpaid service, the customer will be charged for outstanding invoices issued after the Cancellation Notice.


ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ANY SPECIFIC VIP2PHONE SERVICE OR PRODUCT MAY BE FOUND ON THE WEB SITE AND ARE INCORPORATED HEREIN AS IF FULLY SET FORTH FOR THAT SERVICE OR PRODUCT.