This Group Talafone User Agreement is by and between Group Talafone Ltd, an Incorporated Canadian Company, its affiliates, successors and assigns, located at "9250 De l'Acadie Montreal, QC, Canada H4N 3C5" (the "Company" or "Group Talafone") and user ("You").
Company and You agree to the following terms and conditions: COMPANY AGREES TO PROVIDE THE GROUP TALAFONE INFORMATION SERVICE TO YOU SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
BY ACCEPTING THIS AGREEMENT, BELOW, AND BY USING OR PERMITTING THE USE OF THE COMPANY SERVICE, YOU AGREE THAT YOU AND ANY USERS OF YOUR ACCOUNT AND ASSOCIATED PHONE NUMBERS SHALL BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS.
Company reserves the right to amend the Agreement at any time by posting of the amendment to the Group Talafone web site. The amended Agreement will become effective fifteen calendar days after posting to the Group Talafone web site or after the lapse of any notice period required by law, whichever is longer, and will supersede and terminate all prior agreements upon the amended Agreement's effective date.
1. Nature and Characteristics of Group Talafone Service.
Group Talafone service (the "Service") facilitates your ability to make voice calls over the public Internet to regular and mobile phones as well as other Group Talafone users using your Personal Computer, your own broadband Internet connection and the Group Talafone-provided software and network.
The Service does not provide for:
a. primary or any type of traditional telephone service;
b. emergency telephone service to police, fire, rescue or ambulance services or the like;
c. access to calls or services that charge a fee for such calls or services such as 900 numbers;
d. use of the Service with other dial-out applications or appliances such as fax machines, alarm systems and medical alert systems;
e. telephone directory assistance;
f. service for non-personal or commercial use;
g. access to the Service in all jurisdictions or locations; or
h. error-free, continuous, and/or uninterrupted service.
You understand and acknowledge that the Service is provided to You with the limitations listed above; that You shall maintain access to a primary phone system that will provide You with access any telephone service necessary but not provided by Company Service; and that You shall ensure that your entry in to this Agreement and use of the Services is not prohibited or limited by applicable law or regulation of the jurisdiction in which the Services will be used.
2. Privacy.
Company shall maintain all account data in compliance with its Privacy Policy, located at http://www.talafone.com/test/privacypolicy.php, incorporated by reference herein. Services are provided via the public Internet and through networks, hardware and software not under control of Group Talafone and, therefore, the content transmitted via the Service or Group Talafone account information accessed cannot be guaranteed to be private or confidential. Should you have any concerns regarding the Services and privacy, please email privacy@talafone.com.
3. Agreement Term.
The term of this Agreement (the "Term") is defined either as the Initial Term or a Renewal Term, as defined herein. The Initial Term is defined as the period of time from the date the Company receives electronic notice of your acceptance of this Agreement to 8:00 am eastern U.S. time on the same date the month immediately following the beginning of the Initial Term. A Renewal Term is defined as the period of time from the end of any prior Term to same date the month immediately following the beginning of the current Renewal Term. This Agreement shall automatically renew for a Renewal Term at the end of each prior Term unless terminated prior to the expiration of the Term in accordance with this Agreement.
4. Free Minutes Service.
The Company provides unlimited incoming calls and unlimited outgoing calls to other Group Talafone users, both subject to limitations in this Agreement. The company can get involved into various promotional campaigns offering bonus credits, free calls, and discounts. Rules, terms, and availability of promotional campaigns are subject to change without notice. ("Free Minutes Service").
*Please note: Company may place restrictions on the destinations that may be called and such destinations are subject to change. If you use the services to call a destination that is at the time on a restricted destination list, the call will be not be able to be placed to that destination.
5. Account Termination; Account Suspension.
After account termination, all information on the account will be inaccessible and unrecoverable for your use. All account fees and charges accrued prior to account termination, including any Pass through Fees accrued prior to account termination but billed after account termination, shall survive account termination.
5.1 Termination by Company.
Company may terminate an account for the following reasons:
Non-use if the Company’s account records show no outgoing call activity for a Term;
Effective at the end of any Term, without cause, by providing to your account contact a written or email notification prior to the end of the then-current Term;
If Company is required by law to take such action; and/or
If Company determines that You are in breach of the terms of this Agreement, has sent notice to your account contact, and You have failed to take steps necessary to cure the breach within a reasonable time.
5.2 Suspension of Account.
If Company believes or has reason to believe, in its sole discretion, that you are in breach of this Agreement, Company may suspend access to the Service and provide you with notice concerning the breach and provide you with a reasonable time to cure the breach before termination under Section 5.1.
5.3 Termination by You.
You may terminate your account at any time via the Group Talafone Account Manager. If you feel that Company is in breach this Agreement, You shall provide written notice with event details to the Company at CustomerService@talafone.com and provide Company with a reasonable time to take action to resolve the issue.
6. Service Outages.
You understand that the events, networks, including but not limited to Internet and electrical utility networks, software, and equipment which not under the control of Group Talafone (the “Non-Group Talafone Resources”) are necessary for You to use the Services successfully. Company shall not be liable for any lack of Service quality or availability attributable in whole or in part to failures or delays of Non-Group Talafone Resources. You understand and agree that the Service may be unavailable due routine maintenance, upgrades, and emergency events. Company shall not be responsible for such Service unavailability or consequences of such Service unavailability.
7. Phone Numbers--Title and Portability.
Any Group Talafone telephone numbers provided to you to use with your account are and will remain the property of the Company and are not to be used with any other service, application or device without the express, written consent of the Company. Company reserves the right to cancel, change, replace or reassign the use of any number at any time in Company’s sole discretion.
8. User Requirements and Restrictions.
In addition to restrictions and limitations otherwise provided herein, the following requirements and restrictions are conditions of your use of the Service, the Company Account Manager and Company network.
You warrant and represent that:
--You have the legal capacity to enter into this agreement, have attained the age necessary to enter into perform your obligations under this Agreement, and that there are no restrictions on your entry into agreement or to use services;
--that the downloading, access or use of the service by You and anyone using your numbers or account is authorized by the owner of the non-Group Talafone Resources; and
--that the downloading, access or use of the service by You and anyone using your numbers or account does not violate any applicable law, regulation or other similar restriction or violate the terms of this Agreement;
You understand and agree that You and your account users shall:
-- notify all potential and actual users including everyone at the location in which the services will be accessed that certain phone functionality, including emergency phone service, is not provided by the Service;
-- inform Company immediately if You know or have reason to know that use or access to the Service, Company web site, Company Account Manager, and/or Company network is in violation of the terms of this Agreement or that the services are being stolen, abused or misused;
-- not permit the tampering or disruption or cause the degradation or unauthorized intrusion of the Service, Company web site, Company network or Company Account Manager or software including any type of manual or automated invasion of the same.
-- Not infringe on the rights to Company intellectual property or proprietary information or the intellectual property or proprietary information of others through the use of the Services. All right and title to intellectual property and proprietary information made available in connection with the Service are the sole property and remain the property of the Company and its third party providers;
-- not resell or assign the Service or allow them to be assigned, encumbered or resold. Any such assignment or attempt to assign is void;
-- not use or allow to be used any auto dialers or other automated applications or devices to access the Service or use them in conjunction with the Service;
-- not use the Service with extensive call forwarding, continuous connectivity, fax blasting or broadcasting or telemarketing or any other type of use inconsistent with personal, non-commercial use of the Service. Determination of a violation of this restriction is in the sole judgment of Company and shall be grounds in and of itself for account suspension or termination without prior notice;
-- not compile or attempt to compile allow a list of users, user information, account or call activity;
-- not send unsolicited commercial or bulk communications by way of the Service, spam, send junk mail; and
-- not send by way of the Service any computer virus or virus-like information by use of the Service
-- not decompile or reverse engineer or otherwise make attempts to discover the source code for any materials provided in connection with the Service (this prohibition is in addition to the terms of the End User License Agreement appended to this Agreement).
Violation of any of the requirements and restrictions in this section shall be grounds for immediate account suspension or termination.
9. Minutes Calculation.
Calculation of call length shall be from the time the call is connected through the time the call is disconnected. Each call’s length is calculated in whole minutes with partial minutes on the call being rounded to the next full one minute increment. Company reserves the right to modify call destinations upon posting on the Company web site.
10. Customer Service and Support.
For questions and concerns about the Service, please contact support@Talafone.com.
11. Disclaimer of Warranties; Limitation of Liability.
COMPANY PROVIDES SERVICES AS IS. YOU EXPRESSLY AGREE THAT USE OF THE COMPANY'S SERVICES IS AT YOUR SOLE RISK.
The Company, its agents, affiliates, third-party vendors and the like do not represent or warrant that the Services will be uninterrupted or error free; neither do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Services. The Company expressly disclaims the warranties of merchantability and fitness for a particular purpose and all warranties not expressly contained in this Agreement. You and the Company agree that the terms of this Agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement.
The Company, its agents, affiliates and vendors shall not be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the Services; from mistakes, omissions, interruptions, deletion of records or files, errors, defects, delays in operation, or transmission; or for any failure of performance; regardless of whether the Company has been advised of such damages or their possibility, or whether the above events are limited to acts of God, communication failure, theft, destruction, or unauthorized access to the Company's records, programs, or the Services, whether in contract, tort or otherwise.
You understand and agree that the Company’s total liability and your sole remedy for any non-accessibility to the Services or other downtime are limited to a refund of fees paid during the Term. In no event shall the Company’s liability, including all fees, attorney fees, and costs, exceed the total aggregate amount paid by you to the Company under this Agreement.
12. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.
Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to you. You agree that all right, title, and interest in any Services, including their constituent parts, provided to you are the property of the Company, its agents, affiliates and vendors. The Services and their constituent parts are only for your use in connection with the Services provided to you as outlined in this Agreement.
13. Hardware, Equipment, and Software.
You are responsible for and must provide all computers, software, hardware, and other services necessary to access Company servers by way of the Company-provided phone application software including adequate Internet connectivity necessary for you to access the Services fully. Company makes no representations, warranties, or assurances that your equipment or services you have selected to use in conjunction with the Services will be compatible with the Services.
14. Age and Capacity.
You expressly represent and warrant that you and any person to whom you grant access to your Company account have reached the age of eighteen and that you are not subject to any limitation on your ability to enter into this Agreement.
15. Indemnification.
You agree that You shall defend, indemnify, save, and hold the Company harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, asserted against Company, its agents, servants, officers, and employees, that may arise or result from any provision of the Services to You or performed or agreed to be performed on your behalf or any product or service sold by You, your agents, employees, or assigns through the use of the Services.
Without limiting the foregoing, You agree to defend, indemnify, and hold harmless the Company against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with the Services provided to You; any material supplied by You infringing or allegedly infringing on the property or proprietary rights of a third party; copyright infringement; and any defective product which You sold or distributed by means of the Services.
16. Miscellaneous.
Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec without regard to its conflicts of laws or its principles. You agree, in the event any claim or suit is brought in connection with the Company's provision of the Services to you, to submit to the jurisdiction of the province of Québec, and agree to the courts of city of Montreal, Quebec as the appropriate forum.
Severability. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
Waiver; No Oral Modification. No waiver by the Company of any breach by you of any of the provisions of this agreement shall be deemed a waiver of any preceding or succeeding breach of this agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing. No modification of this agreement shall be effective unless it is in writing and signed by the parties hereto, and then only to the extent set forth in such writing.
No Assignment. No benefit or duty under this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.
Surviving Clauses. All clauses of this Agreement shall survive for the lesser of a period of two years after termination of your account or the maximum length permitted by law.
Entire Agreement; Third Party Beneficiaries. This Agreement constitutes the entire agreement for provision of the Services to You and supersedes all other prior agreements and understandings, both written and oral, between the you and the Company with respect to the Services. You understand and agree that the Company and You intend to include, as the sole third party beneficiaries of this Agreement, Company’s software vendors, with all rights and remedies available as if such vendors were a party to this Agreement.
