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TERMS OF SERVICE
- READ CAREFULLY
YOU
("Subscriber") ACKNOWLEDGE AND AGREE TO BE BOUND BY THE PROVISIONS OF
THIS AGREEMENT FOR THE USE OF THE SmartNumber SERVICES ("Services")
PROVIDED BY UC One, Corp ("Provider") CONTAINED HEREIN.
1.
GRANT OF RIGHTS TO USE SERVICES.
Effective upon acceptance of this Agreement, Provider hereby grants to
Subscriber a nonexclusive, nontransferable, license to access and use
the Services, for Subscriber's use. Subscriber shall have no right to
sell use of the Services nor make any claim that it does have such
right. The Services will allow Subscriber to perform various functions
including sending and receiving electronic mail ("email"), voicemail,
faxes and maintaining an address book and task list. Subscriber is
solely responsible for obtaining all equipment and approvals necessary
for connection to the World Wide Web and all charges associated with
such connection, including but not limited to obtaining a PC and modem,
having access to the World Wide Web and phone service charges.
2.
Provider’s RIGHTS.
Provider shall retain all right, title and interest to the Services
including all copyrights, trademarks and all other intellectual property
rights there to. Subscriber may not, nor allow any third party, to
copy, distribute, sell, disclose, lend, transfer, convey, modify,
decompile, disassemble or reverse engineer the Services for any purpose
whatsoever. The copyright notices and other proprietary legends shall
not be removed from the Services and no use of trademarks is granted
under this Agreement. Subscriber may not grant any sublicense, leases
or other rights in the Services to any third party. All rights not
expressly granted under this Agreement are retained by Provider.
3.
BILLING AND PAYMENT TERMS.
At the beginning of each month, Provider shall invoice Subscriber for
the monthly recurring fee (MRC) and ALL usage incurred during the
previous month (Effective December 1st, 2006, see under plans for rates). Payment for Postpaid Subscribers shall be rendered
within 10 days of receipt of invoice. Late fees shall be assessed in
the amount of 1.5 percent of all amounts owed that are delinquent by
more than 30 days. Prepaid Subscribers will be billed by automatic
credit card debit or by deducting the invoiced amount from any prepaid
deposit.
4.
SUBSCRIBER REGISTRATION.
Subscriber will provide all relevant data to Provider upon signing up
for the Services and at subsequent times as requested by Provider.
Subscriber acknowledges that Provider may distribute the registration
data to third parties, provided, however, Subscriber's name, address
(home and email) and telephone number will not be distributed, unless
required by law, or in the event Subscriber grants Provider the right to
provide that information. Subscriber shall update the registration data
as applicable. Upon completion of all registration information and
acceptance of this Agreement, Subscriber will receive a password, PIN,
telephone number and user ID. Subscriber is solely responsible for the
maintaining the confidentiality of Subscriber's password and PIN.
Subscriber shall not give account information to third parties and shall
at all times be responsible and liable for any transactions or
activities that occur on Subscriber's account. Subscriber shall
immediately notify Provider if any unauthorized use of Subscriber's
account has occurred or of any other breach of security.
5.
TERMINATION.
Either party may terminate this Agreement upon a written (via email to billing at mysmartnumber.com and/or regular mail) notice to the other
party. Upon termination, Subscriber shall cease to use the
Services by the end of the current month when termination request ocurred (in order to terminate service and avoid future charges, termination has to ocurred before the 1st of the next month in question) and Provider shall have no further obligations whatsoever to
Subscriber. Provider shall not be liable to the Subscriber or any third
party for any reason for Provider's terminating this Agreement. Usage charges for that month will be pending.
6.
WARRANTY DISCLAIMER.
THE SERVICES LICENSED HEREUNDER ARE LICENSED "AS IS" AND "AS AVAILABLE"
AND Provider 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.
Provider 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 SUBSCRIBER. Provider MAKES NO
WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS, OR THAT
THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT
ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. Provider DOES NOT MAKE
ANY WARRANTY PERTAINING TO ANY GOODS OR SERVICES PURCHASED, OBTAINED,
SECURED OR ACQUIRED THROUGH THE SERVICES OR ANY TRANSACTION ENTERED INTO
THROUGH THE SERVICE. Provider 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. SUBSCRIBER ACKNOWLEDGES THAT ANY DATA OR
INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE
OF THE SERVICES ARE AT SUBSCRIBER'S SOLE RISK AND DISCRETION AND
Provider WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER
OR SUBSCRIBER'S PROPERTY.
7.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL Provider BE LIABLE TO SUBSCRIBER 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. Provider's LIABILITY
FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE
LICENSE FEE PAID BY SUBSCRIBER FOR THE SERVICES, IF ANY. The limitation
of liability reflects the allocation of risk between the parties. The
limitations specified in this Section will survive and apply even if any
limited remedy specified in this Agreement is found to have failed of
its essential purpose.
8.
INDEMNIFICATION.
Subscriber shall indemnify and hold harmless Provider, its directors,
officers, employees 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
Subscriber, Subscriber's use of the Services and any breach of the terms
and conditions of this Agreement by Subscriber.
9.
MODIFICATION TO SERVICES.
During the term of this Agreement, Provider may modify or discontinue
the Services. Provider shall not be liable to the Subscriber or any
third party for any reason for Provider's modifying or terminating of
such Services. The Subscriber is responsible for creating a back-up
copy of any important or critical information that is stored on the
Services.
10.
MODIFICATION TO AGREEMENT.
Provider reserves the right to change the terms and conditions and
conditions of this Agreement. Subscriber shall be informed of such
changes. If the Subscriber accepts the changes, the changes shall be
incorporated into this Agreement and shall be binding upon the
Subscriber. If the Subscriber does not agree to the changes, this
Agreement will terminate and Subscriber shall immediately stop using the
Services.
11.
RULES AND REGULATIONS.
Subscriber shall be solely liable for any transmissions sent through the
Service. Provider has no control over the content of any transmission
nor will it be liable for such content. Subscriber shall not use the
Services to create or distribute any images, sounds, messages or other
materials, which are obscene, harassing, racist, malicious, fraudulent
or libelous, nor use the Services for any activity that may be
considered or are unethical, immoral, or illegal. Further, Subscriber
will abide by all rules, regulations, procedures and policies of
Provider and any policies of the networks connected to the
Services. Currently there are no numerical limits to the
amount of transactions a Subscriber may send or receive through the
Services, however, Provider may set numerical limits by notifying
Subscriber. Subscriber agrees to abide by all applicable local, state,
national and international laws and regulations and is solely
responsible for all acts or omissions that occur under Subscriber's
account or password, including the content of Subscriber's transmissions
through the Service. By way of example, and not as a limitation,
Subscriber agrees not to: Use the Service in connection with chain
letters, junk email, voicemail, faxes, spamming or any duplicative or
unsolicited messages (commercial or otherwise); Harvest or otherwise
collect information about others, including email addresses, without
their consent; Create a false identity 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 through the Service
unlawful, harassing, libelous, abusive, threatening, harmful, vulgar,
obscene or otherwise objectionable material of any kind or nature;
Transmit any material that may infringe the intellectual property rights
or other rights of third parties, including trademark, copyright or
right of publicity; Transmit any material that contains viruses, Trojan
horses, worms, time bombs, cancel bots, or any other harmful or
deleterious programs; Violate any U.S. law regarding the transmission of
technical data or software exported from the United States through the
Service; Interfere with or disrupt networks connected to the Service or
violate the regulations, policies or procedures of such networks;
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; Interfere with another member's use and
enjoyment of the Service or another entity's use and enjoyment of
similar services.
12.
THIRD PARTY ADVERTISER.
Subscribers may enter into transactions with advertisers on the
Services. Such transactions are between Subscriber and advertisers and
Provider has no connection with any such transaction. Provider assumes
no liability for any such transactions.
13.
GENERAL.
This Agreement merges all prior written and oral communications and
defines the entire agreement of the parties concerning the Services. In
the event any portion of this Agreement shall be held illegal, void, or
ineffective, the remaining portions hereof shall remain in full force
and effect and such illegal, void or ineffective provisions shall be
construed, as nearly as possible, to reflect the intentions of the
parties. All notices under this Agreement shall be in writing and
delivered by email. This Agreement shall be construed in accordance
with the laws of the State of Florida without regard to its conflict of
laws provisions. Both parties submit to the jurisdiction of the state
and federal courts of Florida. Subscriber agrees and acknowledges that
any breach of the provisions regarding ownership contained in this
Agreement shall cause Provider irreparable harm and Provider may obtain
injunctive relief as well as seek all other remedies available to
Provider in law and in equity. Subscriber shall not assign its rights
under this Agreement. This Agreement shall be binding on and inure to
the benefit of the parties, their successors, permitted assigns and
legal representatives. The failure of Provider to exercise its rights
under this Agreement will not be construed as a waiver of such rights,
nor will it in any way affect the validity of this Agreement. Sections
5, 6 and 7 shall survive termination or expiration of this Agreement for
any reason. The U.N. Convention for the Sale of Goods shall not be
applicable to this license of the Services to Subscriber. Subscriber
acknowledges that Subscriber will comply with the laws and export
regulations of the United States. |
