QUICKTALK’S TERMS OF SERVICE

THIS SERVICE AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMER’S USE OF THE QUICKTALK SERVICES.  READ THIS AGREEMENT CAREFULLY, IN ITS ENTIRETY, BEFORE USING THE QUICKTALK SERVICE.  YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT.  FURTHERMORE, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO: (1) REGISTER THE COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT, INCLUDING ANY AUTHORIZED AGENT/ EMPLOYEE OF SUCH ENTITY, AS USERS OF THE QUICKTALK SERVICE; AND (2) BIND THE COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT, INCLUDING ANY AUTHORIZED AGENT/ EMPLOYEE OF SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.  HEREINAFTER, YOU, THE COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT, INCLUDING ANY AUTHORIZED AGENT/ EMPLOYEE OF SUCH ENTITY THAT WILL BE AUTHORIZED USERS OF THE QUICKTALK SERVICE WILL BE REFERRED TO AS “CUSTOMER”.  IF YOU DO NOT HAVE SUCH AUTHORITY, ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT, OR DO NOT WISH TO BE BOUND BY THE TERMS CONTAINED IN THIS AGREEMENT, DO NOT USE, OR PERMIT ANYONE ELSE TO USE, THE QUICKTALK SERVICE.  CUSTOMER’S USE OF THE QUICKTALK SERVICE WILL CONSTITUTE CUSTOMER’S ASSENT TO THIS AGREEMENT (OR RATIFICATION OF PREVIOUS ASSENT). 

DEFINITIONS

“Authorized User” or “User” refers to any person at least 18 years old who is authorized to use the Service by the Customer or an Administrator following the creation of a User Account by means of a License. Use of the Service by any User enacts the responsibility of Customer consistent with these Terms.

“Customer” or “Subscriber” refers to any person subscribing to the Service offered by QUICKTALK.

The term “Licenses” designates the limited, temporary right of the Customer to create accounts for the benefit of authorized Users to provide them with Quicktalk  telephone numbers. The Customer may acquire one or more Licenses at Signup or with the use of the Service.

“Outage” refers to a complete interruption of the Service noted and measured by QUICKTALK.

“Registration” or “Subscription” is the process by which the Customer performs the procedures necessary to benefit from the Service provided by QUICKTALK or one of its authorized distributors, authorized partners, resellers or agents.

“Quicktalk Accounts” refers to the Subscriber Account and the User Accounts created by Customer.

“Quicktalk Number” refers to the telephone numbers provided to Customer upon Signup to the Service and/or use of the Service and/or telephone numbers assigned to the Users by Customer by means of a License.

“Service” refers to the collective services provided by QUICKTALK through the sites Quicktalk.com and Quicktalk.com.

“Signup” means the completion of the Registration or Subscription process, ending in the creation of an active Subscriber Account.

“Subscriber Account” refers to the account created by Customer upon Registration; User accounts and Licenses acquired by Customer are associated with its Subscriber Account.

“User Account” refers to the account created by Customer by means of a License assigned to the User for use the Service.

1.   SERVICES PROVIDED; ADDITIONAL TERMS; CHANGES

1.1 Services Provided. 

QUICKTALK will provide the Service to Customer according to the terms specified in the website : quicktalk.com.

1.2 Description of the Service.

QUICTALK allows Users to make and receive phone calls directly through the Internet and allows the automatic transfer of calls to Quicktalk Numbers to aphone as well, according to the conditions defined herein. To access the Services, Customers must visit Quicktalk.com and create a Subscriber Account as well as User Accounts, depending on the number of Licenses purchased. QUICKTALK will then communicate to the Subscriber one or more Quicktalk Numbers associated with the Quicktalk Accounts created by the Subscriber, with the choice and type of numbers offered depending on the location the Subscriber indicates upon Signup. Available destinations are listed on Quicktalk’s website.

1.3 Changes to the Service. 

QUICKTALK may at its sole discretion modify the aspects, features, or functionality of the Service without prior notice.

2.   TERM

Customer can subscribe to a monthly subscription which shall automatically renew each year for successive periods of one (1) month at each anniversary thereof. Customer may terminate the Service until the day before the renewal of the subscription by email at [email protected] in accordance with Section 22, Termination.  The start date of the commitment shall be understood to be the first day of the invoiced period as indicated on the first invoice..

3.   USE OF THE SERVICE

3.1 System Requirements

In order to use the Service, Customer must, at Customer’s own expense, provide and utilize one or more industry standard, Service compatible devices, high speed broadband access, and certain software, and may be required to obtain updates or upgrades to the foregoing from time to time. Customer’s ability to use the Service may be affected by the performance of these items.  Customer acknowledges and agrees that system requirements for the Service may change from time to time and that adherence to the system requirements is Customer’s responsibility. Customer is responsible for ensuring that its networks and systems are adequately secured against unauthorized intrusion or attack and for regularly backing up its data and files in accordance with good computing practices. Customer must ensure that its telephone/Internet service provider or network administrator allows phone calls to be made and received directly through one of the following: Firefox (at least Version 54) or Chrome (at least version 58). Otherwise, Customer cannot use the Service. In particular, it is the responsibility of Customer to ensure that, in order to receive quality service, Customer and any Authorized Users:

An overview of the services offered by QUICTALK is available on the at: https://www.quicktalk.com,

Quicktalk Numbers are not published in annual telephone directories. Customer may, however, publish a Quicktalk Number with a directory listing service at Customer’s sole option.

3.2 Registration. 

Customer is required to register prior to using the Service.  Customer agrees that any registration information shall be accurate, correct, and up to date, and Customer agrees to maintain and promptly update its registration information, including but not limited to the physical location of each Authorized User.  Customer and/or its representative must be of legal age to enter into a binding contract in order to register for the Service. Upon initial Registration to the Service, upon resetting User credentials, or as may otherwise be required by law, QUICKTALK may require a User to prove their identity as well as ability to act and represent Customer through the provision of supporting documents (certificate of incorporation or equivalent, identity card, powers, etc.). QUICKTALK will not retain copies of any documentation so provided, electronically or otherwise, except as may be required by applicable law.  Customer may designate one or more Account Administrators to QUICKTALK, whose identity and authority may be verified by QUICKTALK in accordance with this paragraph, to exercise authority to add or remove Users of Customer’s account. The activation of a User by an Account Administrator designated by Customer shall be deemed a representation and warranty by Customer that such User’s identity has been verified and such User is duly authorized by Customer, and QUICKTALK shall be permitted to rely on the same. Notwithstanding the foregoing, the activation of Quicktalk’s Account is left to the discretion of QUICKTALK, which specifically reserves the right not to activate the account in case of doubt of the Customer’s identity or misrepresentation on the Customer’s part, or when payment authorization is declined.

A Quicktalk Number is provided upon the creation of a User Account by means of a License. Regulatory authorities or third parties from whom QUICKTALK obtains Quicktalk Numbers may, in this context, require documentation proving the User’s identity, according to the type and area code of the telephone number entered upon Registration. If QUICKTALK requires such documentation, it must be provided by the Customer upon the creation of the User account, and no activation of Service will be possible without these documents. If this documentation is lacking, QUICKTALK reserves the right to automatically terminate any affected User Account without providing any refund. Unless prohibited by such regulatory authorities or third party providers of numbers, QUICKTALK may permit a Customer Account Administrator, who has been verified in accordance with the preceding paragraph, to register User accounts for purposes of obtaining a Quicktalk Number, and such registration shall be deemed a representation and warranty of Customer as to the User’s identity and authorization, upon which QUICKTALK shall be entitled to rely.  In case of inaccurate information provided during Registration with no rectification within 8 (eight) days of QUICKTALK providing notice, QUICKTALK reserves the right to terminate the User Account. All sums paid by Customer will be retrained by QUICKTALK. QUICKTALK reserves the right to modify its verification and authentication processes from time to time upon notice to Customer. 

Customer shall be responsible for maintaining the security and confidentiality of any required User names and passwords (including both for the Account Administrator and Users), and shall not disclose them to any third party.  QUICKTALK recommends that the Customer regularly change their password, notably upon first sign-in to the User Account. Customer shall be solely responsible to QUICKTALK for all activities that occur under Customer’s account or subscription, including any unauthorized use.  Customer agrees to notify QUICKTALK immediately via [email protected] QUICKTALK.COM upon becoming aware of any unauthorized use of Customer’s password, account, or subscription. QUICKTALK cannot be held responsible for this information being divulged to third parties. Subscription to one or more of Services as well as the use of these Services through the site www.quicktalk.com implies full acceptance of the Terms on the part of Customer and all of Customer’s Users. Customer may modify the information associated with their Registration at any time through their online account. For security reasons, it will not be possible to change the email address used for authentication. 

Any fees (subscriptions to the Internet, roaming fees, mobile data plan, etc.) incurred through third-party subscriptions and the use thereof are the sole responsibility of Customer. Customer guarantees that the information provided is exact and accurate. Customer also agrees to regularly update this information, alert the QUICKTALK team immediately in case of modification of data submitted during registration and, if necessary, to update account information directly.

All information concerning the use of the Service is provided on the site www.quicktalk.com. For any additional information, Customer may contact customer service through the online form. Customer service is only available in English, so a response to questions written in other languages is not guaranteed.

quicktalk.com reserves the right to modify the manner of use as well as Terms of its Services at any time. Customer will be informed of all material changes by all means necessary. The collective changes to the Terms will apply to all Customers, including those having subscribed before the changes. This Agreement will automatically cease if Customer informs QUICKTALK of their refusal to comply with the modified Terms.

3.3 Call recording.

Depending on the chosen plan, Customer may activate or deactivate the automatic recording option. Regulations related to the recording of phone conversations as well as the length of time they may be stored vary according to the concerned country/geographic zone; it is thus the exclusive responsibility of Customer and Users, when considering using this option, to ensure its legality. Customer and Users of the Service commit, in case of claims related to recorded phone calls, agree to indemnify and hold QUICKTALK harmless for any and all claims by third parties relative to Customer or its Users’ use of the call recording function.  If the call recording option is activated, recorded conversations will be conserved for a period up to twelve (12) months, QUICKTALK can in no case be held liable with regard to these recordings, their content or archival. QUICKTALK will not disclose these recordings to third parties, except in the case of a valid legal request, such as a lawful subpoena. In case of termination of the call recording option and/or Service, QUICKTALK will automatically delete all of the User’s archived files. It is therefore the responsibility of the User and Customer to ensure that all files are downloaded in advance.

3.4    Out   age

Outage relating to the provision of this Service by QUICKTALK can be reported to QUICKTALK, 24/7 at the following email address: [email protected]

The support service is only available from Monday to Friday from 8 am to 5pm (EST).

3.5    Privacy. 

QUICKTALK’s privacy policy is available on QUICKTALK’s website or on demand.  Customer agrees to the use of Customer’s data in accordance with QUICKTALK’s privacy policy.  Without limiting the generality of the foregoing, QUICKTALK may provide its third-party providers and referral companies who provide QUICKTALK services related to the Service with certain Customer data such as Customer name, address, and number of subscribers; however, under no circumstances will such information include any personally identifiable information that Customer has not agreed to be provided to such third parties.

3.6 Scope of Use/ Fair Usage. 

Customer and Users shall use the Service only as permitted in this Agreement and in accordance with applicable laws and regulations, including but not limited to laws regarding the export of data, or software.  Customer shall use the Service only for its internal business purposes.  Customer’s use of the Service may be subject to certain restrictions and limits, including without limitation as to conference ports, number of users per subscription, and storage, which if applicable will be communicated by QUICKTALK. For each User, over the course of a determined period, the rate of use of the Service is proportional to the time during which the User is in communication with the correspondents they have called via the Service. Thus, it is on the basis of the average rate of Service use is determined. Use of a plan with unlimited calls is considered to be reasonable as long as the average rate of Service use observed among all Users associated with the Customer Account is less than five times the average rate of use of the Service as calculated on the basis of Quicktalk Customers benefiting from an unlimited call plan during the last six months. In case of inappropriate use or abuse, QUICKTALK reserves the right to cancel the unlimited call plan, pursuant to Section 22 and automatically migrate Customer and its Users to a usage-based plan without the option to revert to an unlimited call plan, and with no refund to Customer. For Customers with the SIP option, any use of a plan with unlimited calls employing automated call mechanisms (switches, PABX, dialers, etc.) is strictly forbidden and will result in termination of the unlimited call plan. The User Account of each User can be used only by the User, from the web browser of their personal computer or telephone. Sharing and mutual use of the User Account is not authorized. In particular, use of a User Account with multiple users is not permitted. It is prohibited to use the Service to receive or make calls with a telephone switch, switchboard, an automated calling machine or telephony software. The User Account is limited to a single call by the User at a time. With the paid option, a User can benefit from additional call channels. To make or receive calls not included in this unlimited plan, the Customer must buy prepaid credits, which are usable by all of the Users. These credits are valid for the duration of the Term, and are not reimbursable, exchangeable or transferable to another User Account. In eligible countries, the User may have the advantage of a mobile (or fixed with SMS capabilities) Ringover Number reserved exclusively for person-to-person use. A2P traffic (“application-to-person”) is not provided. In particular, if at any time the number of text messages sent minus the number of text messages received exceeds 100 over the last 30 days, or if the number of text messages sent exceeds 1,000, over the last 30 days, or if the number of different numbers to which SMS messages are sent exceeds 200 over the last 30 days or if the volume of calls received on a mobile number over the last 30 days exceeds 1,000 minutes, RINGOVER reserves the right to suspend access to the mobile number without warning. It is not possible to send premium text messages or text messages to overseas destinations. An SMS has a maximum length of 160 characters when composed of standard 7-bit characters, and 70 characters when composed of Unicode characters. Furthermore, for any communications from a mobile number with a foreign country code, only national person-to-person traffic from said country is covered. If RINGOVER determines that Customer has violated or is in violation of any of these Terms, RINGOVER will so notify Customer and may, in its sole discretion, terminate Customer’s Service.  In the event of such termination Customer shall remain bound by the following payment obligations: Customer shall pay the average amount of the three most recent invoices (or by default the amount of the last invoice) multiplied by the number of months remaining until the end of the Customer’s Initial Term commitment period or current Renewal Term. Customer may not transfer its Service subscription to any other company or entity.

3.7 Abnormal Usage

QUICKTALK may suspend or terminate the Service in case of:

- Mass spamming and robocalling: the Subscriber must ensure that each User does not make more than 60 outgoing calls (completed or not) per day lasting less than 15 seconds. If one or more Users reach this threshold three or more times in a month, QUICKTALK reserves the right to suspend these Users and/or terminate the Service.

- Unreasonable use of the plan: For each User, during a given period of time, the rate of use of the Service is the proportion of time during which the User is in communication with the correspondents he has called using the Service. Thus, the average rate of use of the Service is the average rate of use of the Service observed over a set of Users, during a given period of time. The use of the plan with unlimited calls is considered reasonable when the average rate of use of the Service observed on all the Users attached to the Subscriber Account is less than five times the average rate of use of the Service as observed on the Quicktalk customer base benefiting from a plan with unlimited calls over the last six months. Conversely, QUICKTALK reserves the right to suspend and/or terminate the Service.

- Shared use of the User Account: The User Account of each User can only be used by this User, from the web browser of his personal computer or from his personal IP telephone.Sharing and shared use of the User Account is not allowed. In particular, the use of the User Account as a call collection and/or termination provider is not permitted and it is notably forbidden to use the Service to receive or make calls with a telephone switch, switchboard, automatic call machine or telephony software. The User Account is limited to one simultaneous call per User.

3.8

ANY USE THAT DOES NOT CORRESPOND TO A PROFESSIONAL USE BETWEEN TWO NATURAL PERSONS AND A NORMAL VOLUME OF CALLS FOR THE MANAGEMENT OF CUSTOMER RELATIONS AND PROSPECTS OF A SMALL BUSINESS. IN ANY CASE, QUICKTALK RESERVES THE RIGHT, IN THE EVENT OF ABUSIVE USE, INTENSIVE COLD CALLING OR ABNORMAL USE OF THE SERVICE, TO TERMINATE THE PACKAGE WITH UNLIMITED CALLS IN ACCORDANCE WITH ARTICLE 22 HEREOF WITHOUT THE CUSTOMER BEING ABLE TO OBJECT.

Prohibited Uses.

Customer agrees not to use the Service in a manner that is actually or potentially libelous, threatening, harmful, harassing, indecent, obscene, in violation of the intellectual property rights of any party, or is otherwise unlawful under any applicable law or regulation.  Customer agrees not to engage in any activity that interferes with or disrupts the Service or associated servers, networks, or software; PREVENTS OR RESTRICTS OTHER CUSTOMERS FROM USING THE SERVICE; OR DAMAGES ANY QUICKTALK OR THIRD-PARTY PROPERTY. CUSTOMER AGREES NOT TO REPRODUCE, DUPLICATE, COPY, SELL, TRADE, OR RESELL THE SERVICE PROVIDED UNDER CUSTOMER’S ACCOUNT(S).  CUSTOMER AGREES NOT TO USE THE SERVICE FOR AUTODIALING OR PREDICTIVE DIALING; CONTINUOUS OR EXTENSIVE CALL FORWARDING; CONSTANT DIALING; ITERATIVE DIALING; TRANSMITTING BROADCASTS OR RECORDED MATERIAL; SENDING UNSOLICITED MESSAGES OR ADVERTISEMENTS; TELEMARKETING; SENDING BULK AND/ OR JUNK EMAIL, OR VOICEMAIL; CALL CENTER OPERATIONS OR OTHER BULK CALL-IN LINES; TAKING ANY ACTION TO ATTEMPT TO MISLEAD OTHERS AS TO THE IDENTITY OF THE SENDER OR THE ORIGIN OF ANY COMMUNICATION; OR ANY OTHER ACTIVITY OUTSIDE THE SCOPE OF REASONABLE INTERNAL BUSINESS USAGE.  CUSTOMER AGREES NOT TO (1) RE-CLASSIFY OR RE-ORIGINATE TRAFFIC OR TAKE ANY OTHER ACTION TO INTENTIONALLY MAKE TRAFFIC APPEAR AS IF IT:  (I) IS ANYTHING OTHER THAN THE TYPE OF TRAFFIC DELIVERED TO SUCH CALLED PARTY (INCLUDING BUT NOT LIMITED TO MAKING TDM ORIGINATED TRAFFIC APPEAR TO BE IP ORIGINATED) OR (II) ORIGINATED FROM A PLACE OR ON A TYPE OF EQUIPMENT DIFFERENT FROM THE PLACE OR TYPE OF EQUIPMENT FROM WHERE IT, IN FACT, ORIGINATED; OR (2) MODIFY, ALTER, OR DELETE IN ANY MANNER CALLING PARTY NUMBER INFORMATION, ORIGINATING POINT CODES, OR ANY OTHER SIGNALING INFORMATION OR CALL DETAIL IN CONNECTION WITH THE TRANSPORT AND TERMINATION OF TRAFFIC TO THE CALLED PARTY.  CUSTOMER AGREES NOT TO ACCESS OR ATTEMPT TO ACCESS THE SERVICE BY ANY MEANS OTHER THAN THE INTERFACE PROVIDED BY QUICKTALK, INCLUDING BUT NOT LIMITED TO ANY AUTOMATED MEANS SUCH AS THE USE OF SCRIPTS OR WEB CRAWLERS.  QUICKTALK’S SERVICE MUST ONLY BE USED IN A PROFESSIONAL AND LEGAL MANNER. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO ENSURE THAT CUSTOMERAND/OR USERS COMPLY WITH APPLICABLE LOCAL LAWS WHEN USING QUICKTALK’S SERVICE.  For calls originated by Customer or its Users, or by devices or numbers assigned to Customer or its Users, or for calls that transit any network facilities owned, controlled or utilized by Customer for termination on or through QUICKTALK’s Services, Customer agrees that if it receives a request from (i) a traceback administrator authorized by the US Telecom Industry Traceback Group (ITG), (ii) QUICKTALK, or (iii) any applicable law enforcement or regulatory authority (a “Traceback Requestor”) for information about robocalls that have been sent to a downstream provider or received by a consumer (a “Traceback Request”), Customer will promptly respond to the Traceback Request in good faith. Without limiting the generality of the foregoing, Customer shall identify the immediately preceding source of the calls or numbers subject to the Traceback Request, if any, and provide other relevant information relevant to the determination of any   immediately preceding source, and, to the extent possible, shall further identify any other upstream providers in the call’s path. Customer agrees to share this information without requiring a subpoena or other formal demand or request. 

QUICKTALK shall have no liability to Customer or any User for the level of attestation assigned by QUICKTALK under the FCC’s STIR/SHAKEN framework to calls to or from Customer or any User or its failure or refusal to transmit any call based upon such level of attestation, nor shall QUICKTALK be liable for the refusal of any other carrier or service provider to validate, transmit or terminate any call based on such carrier’s or service provider’s assessment of such calls or the attestation level assigned thereto.

Customer agrees not to use any trademark, service mark, trade name, or logo of any company or organization in conjunction with the Service in a manner that is likely or intended to cause confusion about the owner or authorized user of such mark, name, or logo.  However, Customer hereby expressly authorizes QUICKTALK to use Customer’s logo or name as a reference on QUICKTALK’s website and any other marketing and/or commercial support.

3.11 QUICKTALK’s Remedies for Prohibited Use. 

QUICKTALK may take any lawful action it deems appropriate with respect to prohibited use of the Service or other use of the Service that it deems to be inappropriate, in violation of this Agreement, or potentially disruptive to the Service or QUICKTALK’s network, QUICKTALK’s rights and interests, or the rights of other customers. QUICKTALK’s Remedies for Customer’s prohibited use of the Service, include but are not limited to issuing warnings; terminating Customer’s Service, subscription, accounts, or users; disabling access to or suspending the Service, Subscription, or Quicktalk Accounts; or increasing the monthly rates charged Customer for the period of Customer’s prohibited use and the remainder of the Agreement’s Term.  QUICKTALK may take such action without notice or liability to Customer or any other party, although QUICKTALK shall have no obligation to take any such action.

3.12 Support. 

QUICKTALK will provide Customer with technical consultation support for the Term of the Service QUICKTALK will commit to do the maximum, with the Client’s assistance, to resolve the issue as soon as possible.

3.13 Customer Proprietary Network Information. 

In the normal course of providing services to its users and customers, QUICKTALK collects and maintains certain customer proprietary network information (“CPNI”) typical to the industry.  CPNI includes the types of telecommunications and interconnected VoIP services Customer currently purchases or subscribes to, how Customer uses those services (for example, Customer’s calling records), and billing information related to those services.  Customer’s Quicktalk Number, name, and address do not constitute CPNI.  QUICKTALK does not sell, trade, or otherwise share Customer’s CPNI with anyone outside of QUICKTALK and those parties authorized to represent QUICKTALK to offer QUICKTALK’s services or to perform functions on QUICKTALK’s behalf related to QUICKTALK’s services, except as the law may require or Customer may authorize.  Federal law generally permits QUICKTALK to use CPNI in its provision of the telecommunications and interconnected VoIP services Customer purchases or subscribes to, including billing and collections for those services.  QUICKTALK may also use or disclose Customer CPNI for legal or regulatory reasons such as to respond to a court order, to investigate fraud, to protect QUICKTALK’s rights or property, to protect against the unlawful use of QUICKTALK services, or to protect other users.

Customer may elect to prohibit QUICKTALK’s use of Customer’s CPNI to market services other than services of the same type that Customer already purchases from QUICKTALK by providing QUICKTALK with Customer’s “opt-out” notice within thirty (30) calendar days of Customer’s Service commencement via email to [email protected]  If Customer fails to do so within such timeframe, Customer will be deemed to have given QUICKTALK consent to use Customer’s CPNI to market services other than services of the same type that Customer already purchases from QUICKTALK.  Restricting QUICKTALK’s use of Customer CPNI will not affect QUICKTALK’s provision of any service, nor will it necessarily eliminate all types of QUICKTALK marketing. 

3.14 Technical limitations.

The Service is only available for the latest versions of the Internet browsers Chrome (v22 and later) and Firefox (v21 and later). For optimal performance, QUICKTALK recommends using the latest version of the selected browser. The quality of communication depends on the quality of the User’s Internet connection, over which QUICKTALK has no control. QUICKTALK cannot be held responsible for any disturbance in the Service resulting from an issue with the Customer’s or User’s Internet connection.

4.   CUSTOMER’S CONTENT

QUICKTALK exercises no control over the content of information, whether visual, written, audible, or of other nature, sent, displayed, uploaded, posted, published or transmitted through its networks, or submitted by Customer while utilizing the Service (“Customer’s Content”), and for the consequences of doing so, including any loss or damage to QUICKTALK or any third parties. QUICKTALK has no responsibility to Customer or any third party for Customer’s content. Customer agrees to indemnify and hold QUICKTALK harmless for any and all claims by third parties relative to Customer or its Users’ content, pursuant to Section 20. Customer and Users are solely responsible for monitoring the content transmitted via QUICKTALK Services, including the Quicktalk Number and the identifiers transmitted to them.

QUICKTALK reserves the right to, but shall have no obligation to, pre-screen, refuse, flag, filter, or remove any of Customer’s Content from the Service at QUICKTALK’s discretion without notice or liability to Customer or any other party.

4.1

Customer shall retain copyright and any other intellectual property rights Customer holds in Customer’s Content.  Customer shall remain solely responsible for protecting and enforcing such rights where applicable.

4.2

Customer hereby grants to QUICKTALK a non-exclusive, world-wide, royalty free, sub-licensable, transferable, perpetual, irrevocable license to use, modify, adapt, translate, publish, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute Customer’s Content solely for the purpose of providing and distributing the transmission of such Customer Content, as is necessary to the successful provision of the Service to Customer.  Customer represents and warrants that it has all necessary rights, licenses, consents, and permissions to grant such license and permit such use.

QUICKTALK will endeavor to store Customer’s voicemail, sent or received call logs, call recordings and/ or instant messages as part of the Service for a maximum period of twelve (12) months, however QUICKTALK is not obligated to do so and QUICKTALK has no responsibility or liability for the deletion or failure to store any of the foregoing.

5.   OTHER USERS’ CONTENT

5.1

QUICKTALK does not control and shall have no liability or responsibility for the 1) conduct or 2) content of any information and communications, whether visual, written, audible, or of other nature, sent, displayed, uploaded, posted, published, or submitted by other users via the Service, including but by no means limited to advertisements or sponsored content (item (2) collectively referred to as “Other Users’ Content”). 

5.2   

Other Users’ Content may be protected by copyright and other intellectual property rights of such other users or other persons.  Customer shall not copy, modify, rent, lease, sell, loan, distribute, or create derivative works based in whole or part upon Other Users’ Content unless specifically agreed to by the owners of such Other Users’ Content in a separate written agreement with Customer.

5.3   

It is QUICKTALK’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including in the United States the Digital Millennium Copyright Act) and to terminate the accounts or subscriptions of repeat infringers. 

6.   CHARGES AND PAYMENT

6.1 Billing.

The Service will be activated, and billing once payment has been made by Customer. Invoices are issued monthly on the anniversary date of the subscription to the Service and will be available in the customer area. Invoices are payable within seven (7) days of their date of issue. In the case of calls not included in the Customer's plan, an additional per second charge will be applied, at the Customer's expense, from the first second onwards, except in the case of calls to special numbers. The user may purchase credits to call destinations not included in the unlimited calling plan. Calls to these destinations outside the plan are deducted from the credits by the second.

6.2 Charges.  

Payment for the Service must be made by credit card or direct debit. Upon Registration, the Customer provides payment details and authorizes QUICKTALK to automatically charge all amounts due for execution of the Service, as defined by the Terms. The Service functions subsequently by prepayment, unless otherwise agreed or specified in writing by QUICKTALK. Payment will be debited on a monthly basis on the anniversary date of the Registration. In the case of adding additional Users, the corresponding Subscriptions will be charged pro rata until the next anniversary date of the initial Registration.  In case of the refusal of payment by our banking partner, Customer will be notified of the failure and aQUICKTALK will send Customer a link for payement. QUICKTALK reserves the right to suspend access to the Service if Customer has not produced payment within 24 hours of receiving notice of the rejected payment. The Service will be reestablished upon payment of all outstanding invoices. Outstanding invoices remain due; QUICKTALK reserves the right to take action in order to recover its debts. The sums collected by QUICKTALK are irrevocably acquired and not subject to reimbursement. All payments are due, even in the case of suspension of Service by QUICKTALK, following an unpaid amount by Customer. Unless otherwise agreed by QUICKTALK, QUICKTALK will charge Customer for the equipment upon receipt of Customer’s order for such equipment. Customer will pay all bank charges, taxes, duties, levies and other costs and commissions associated with non-credit card methods of payment. QUICKTALK may suspend performance of the Services for which payment is overdue until the overdue amount is paid in full.  Overdue payments will be subject to a late payment charge of the greater of one and one half percent (1.5%) per month, or the maximum rate allowed by applicable law. Customer will reimburse QUICKTALK for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments.

6.3.   Dispute.

Except for those occurrences addressed in Section 7, Customer must dispute any charges for the Services in writing within thirty (30) days of the issue of the invoice, indicating the invoice number of the disputed amount; otherwise Customer waives any dispute or further recourse with respect to the applicable charges. Customer shall remain liable for payment of any undisputed amount, pending resolution of a dispute. In case of reduction of the amount of the disputed invoice, QUICKTALK will issue Customer a credit, which will be deducted from the next invoice. QUICKTALK reserves the right to require credit approval prior to providing QUICKTALK Services to Customer.

6.4  Taxes. 

Unless Customer provides QUICKTALK with a current tax exemption certificate, Customer is solely responsible for paying all legally required taxes, including without limitation any state or local sales, excise, and/or other taxes and fees which may be levied upon the Service, except for any income tax assessed upon QUICKTALK.

6.5  Rates.

Applicable rates are those indicated at the time of Registration and correspond to those listed at https://www.quicktalk.com/pricing.The Registration rate is based on the number of Licenses and Quicktalk Numbers requested by Customer. The addition of each new License and/or new Quicktalk Number will involve extra fees, which will be calculated according to the rates indicated on  the site www.quicktalk.com on the page www.quicktalk.com/en/pricing. Stated rates will be applied for the entire Term, even in the case of additional or removal of the License and/or User(s) and/or Quicktalk Number(s), and even if the Quicktalk number was not transferred to another User. At the time of the addition, you will be asked to pay a pro rata amount corresponding to the period to be covered until the next anniversary date of your subscription. Then, these additional users will be invoiced on the basis of 10$ per month and per user. Example: the anniversary date of your subscription is the 15th of each month. On April 1st, you decide to add a 4th user to your Quicktalk account. You must immediately pay the sum of $5 excluding tax for the period from 1 to 15 April for this new user. Then, on April 15th, this user will be added to your subscription of 19$ and you will pay the monthly fee of 19+10 = 29$ excluding tax.

Upon Registration, Customer may, depending on eligibility, select a License including unlimited calls or a usage-based License. For a Subscription with a License for unlimited calls, all Users associated with the Subscriber Account will have access to the Unlimited Plan, including unlimited calls and faxes to the destinations found through the url https://www.quicktalk.com/pricing “Call rates,” hereafter referred to as “Zone 1” or “Included.” 

  1. Modification of Rates. QUICKTALK reserves the right to modify its rates at any time. QUICKTALK may reduce rates at any time. Any rate increase will be communicated by email to Customer at least one (1) month before going into effect. Continued use of the Service or non-termination of the Service after a period of one (1) month will signify Customer’s acceptance of the new rates.
  2. Special Cases. Customer does not have the right to terminate the Service if the increase in call minutes results from:

▪ a change in applicable telecommunications regulations

▪ judicial or administrative decisions

▪ an increase in the rates of QUICKTALK’s telecom operator partners

6.6   Regulatory Fees. 

QUICKTALK may charge Customer the following regulatory fees:

  1. Federal and State Universal Service Fee.  QUICKTALK is required to make contributions to the Federal and certain state Universal Service Funds (USF), which provide support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and schools and libraries. QUICKTALK is permitted but not required to recover such costs from its customers. The Federal Communications Commission sets the Federal USF rates on a quarterly basis.  USF rates are subject to change each quarter.
  2. 911 Fee. This fee is imposed by local governments to help pay primarily for the handling of calls for emergency services such as fire and rescue.
  3. 911 Service Fee. QUICKTALK may charge a per-DID/ phone number fee to recover QUICKTALK’s costs directly associated with providing 911 and E911 to its customers.
  4. Regulatory Recovery Fee. QUICKTALK may charge a monthly regulatory recovery fee to offset costs it incurs in complying with obligations imposed by, and inquiries made by, federal, state, and municipal regulatory bodies/governments and related legal and billing expenses.  This fee is not a tax or charge required or assessed by any government.  If assessed by  QUICKTALK, the regulatory recovery fee will apply to every directly dialable telephone number (in certain cases referred to as DID-phone numbers) assigned to Customer, including toll free and virtual numbers.
  5. Other Fees. Customer agrees to pay any other fees that may be levied on the Services which are chargeable to customers by any governmental authority. 

7.   SERVICE LEVELS AND SERVICE AVAILABILITY

7.1 Service Level.  

QUICKTALK shall endeavor to reinstate the Service within 2 hours from the time Customer reports an Outage, as it is QUICKTALK’s goal to ensure a monthly rate of Service availability greater than 99,95%, calculated on the basis of Outage reports transmitted during the month.  Conversely, QUICKTALK cannot be held responsible and no claim for compensation can be made by the Client against it. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE RELIEF SET FORTH IN THIS SECTION 7 SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE FAILURE OR NON-PERFORMANCE OF THE SERVICE. 

7.2   Maintenance and modifications to service. 

QUICKTALK may at any time and without liability modify, expand, improve, maintain, or repair the QUICKTALK network even if such activity might result in temporary suspension(s) of the operation of the Service. QUICKTALK will use commercially reasonable efforts to minimize any disruption to the Service to Customer and shall use its best efforts to give Customer commercially reasonable notice of a maintenance period prior to the disruption by telephone (real-time or voicemail), facsimile, or e-mail. 

8.   QUICKTALK’S IP RIGHTS

8.1   QUICKTALK’s IP. 

QUICKTALK reserves all rights, including, but not limited to, ownership, title, and all other rights and interest in, and to, any computer programs (in object or source code format or any other form), know-how, inventions, processes, data bases, documentation, training materials and any other intellectual property and any tangible embodiments of it (collectively, “Intellectual Property”) that QUICKTALK (i) owned prior to providing the Services under the Agreement, (ii) any Intellectual Property that QUICKTALK develops, creates, or otherwise acquires independently of this Agreement, and (iii) any derivative works or Intellectual Property that QUICKTALK develops, creates, or otherwise acquires while performing the Services under the Agreement.

8.2  

QUICKTALK and/or its licensors own all right, title, and interest in and to the Service, associated software, and the content of all information and communications, whether visual, written, audible, or of another nature presented by or on behalf of QUICKTALK as part of the Service (“QUICKTALK’s Content”).  Customer shall not copy, modify, rent, lease, sell, loan, distribute, or create derivative works based in whole or part upon QUICKTALK’s Content.

8.3  

Nothing in this Agreement grants Customer any right to use any of QUICKTALK’s trade names, trademarks, service marks, logos, domain names, trade dress, or other distinctive brand features. 

8.4  

Customer shall not remove, obscure, or alter any proprietary rights notices, such as copyright or trademark notices, attached to or contained within QUICKTALK’s Content, the Service, or associated software or servers. In particular, Customer and Users agree not to use devices or software in order to interfere or attempt to interfere

with the proper operation of the Service; this includes imposing a disproportionate burden on QUICKTALK’s infrastructure. In case of any breach in the security of its computer system and/or networks, QUICKTALK will inform the concerned authorities.

8.5 

Customer and User will personally engage rights and obligations with regard to management companies and the rights of authors, composers, editors, producers and other related parties, with particular in respect to music on hold, including that made available by the Service. QUICKTALK is expressly released from all liability in this regard.

9.   SOFTWARE LICENSE

The software and documentation provided or made accessible under this Agreement are licensed to Customer by QUICKTALK. The license granted shall be for the sole purpose of utilizing the Service for the specified number of users, in accordance with the terms of this Agreement, and for the duration of Customer’s subscription (until the effective date of termination of the Service.)

10.   SOFTWARE UPDATES

The QUICKTALK software may automatically (push or pull – download) and install updates from QUICKTALK and/or affiliated equipment manufacturers from time to time.  Updates may take the form of bug fixes, new or enhanced functionality, new software modules, and updated or new versions of the software, and are intended to improve or enhance the Service.  Customer agrees to allow such updates to be promptly downloaded and installed as part of its utilization of the Service.

11.   911/E911

11.1 911 limitations and restrictions. 

THE SERVICE INCLUDES A 911/E911 ACCESS COMPONENT, ONLY AVAILABLE IN THE USA. IT IS THE RESPONSIBILITY OF CUSTOMER TO INFORM ALL USERS REGARDING CASES WHERE EMERGENCY CALLS ARE NOT AVAILABLE, IN PARTICULAR IN CASE OF NOMADIC USE (I.E OUTSIDE THE GEOGRAPHICAL LOCATION INDICATED DURING REGISTRATION). THE SERVICE’S 911/E911 ACCESS COMPONENT IS NOT PROVIDED ON MOBILE LINES. THE SERVICE’S 911/ E911 ACCESS COMPONENT DOES NOT HAVE THE SAME FUNCTIONALITY OR AVAILABILITY AS THAT ASSOCIATED WITHTRADITIONAL WIRELINE 911/ E911 SERVICES AND IS SUBJECT TO CERTAIN LIMITATIONS AND RESTRICTIONS INCLUDING THOSE DESCRIBED HEREIN.  CUSTOMER AGREES TO PROVIDE CLEAR, CONSPICUOUS NOTICE TO ANY POTENTIAL USER OF THE SERVICE OF THE 911/ E911 LIMITATIONS DESCRIBED HEREIN. CUSTOMER ACKNOWLEDGES, AND IS HEREBY ON NOTICE, THAT THE 911/ E911 ACCESS PORTION OF THE SERVICE WILL NOT FUNCTION OR WILL NOT FUNCTION PROPERLY FOR ANY OF THE REASONS DETAILED BELOW AND REPRESENTS AND WARRANTS IT HAS BEEN INFORMED BY QUICKTALK OF THE REASONS TO HAVE AT LEAST ONE BACKUP METHOD OF ACCESSING 911/E911 SERVICE, SUCH AS A CIRCUIT-SWITCHED TDM TELEPHONE OR CELLULAR TELEPHONE, PER CUSTMOMER LOCATION.

  1. Loss or interruption of electrical power to Customer’s VoIP telephone, its ATA, Modem, Router, Switch or any other devices in the critical path from Customers VoIP handset to the QUICKTALK switching center at the user’s location. The user will not be able to use the Service for calls (including “911”) during such a power interruption or outage.  Following the power interruption or outage, users may find it necessary to reset or reconfigure the Service prior to being able to use the Service for making and receiving calls, including “911” calls
  2. Loss or interruption of Internet access at the user’s location.
  3. Failure of the user’s broadband or VoIP hardware (including without limitation Phones).
  4. Failure of the user’s broadband or VoIP software (including without limitation soft phones).
  5. Improperly installed or configured user broadband or VoIP hardware.
  6. Improperly installed or configured user broadband or VoIP software (including without limitation soft phones).
  7. Suspension, disconnection, or termination of the Service for any reason, including without limitation (i) for failure to pay or default, or (ii) failure of the Service to function for any reason.
  8. Customer failed to provide QUICKTALK with any physical location of the QUICKTALK served VoIP handset-user or failed to provide the correct physical location of same (i.e., the address is incorrect, incomplete, abbreviated, or misspelled).
  9. Customer failed to update the user’s physical location with QUICKTALK when the user moved or changed location/address.
  10. The user attempts a 911 call via a QUICKTALK served VoIP handset from a location/address different than the location/address registered with QUICKTALK.
  11. For the purposes herein (911/E911), the terms location and address shall be understood to designate information necessary to generate a proper Automatic Location Identification record ensuring proper routing to and from the proper PSAP for the call’s originating location. Such location and address may include but not necessarily limited to the street name and number, building, unit, and zip code (e.g. Unit B-22, 1111 North Main Street, Anywhere, State, 99999).  

11.2 Requirement to register and update location information. 

CUSTOMER IS REQUIRED TO REGISTER THE PHYSICAL LOCATION OF EACH USER'S EQUIPMENT (PHONE OR SOFTPHONE) WITH QUICKTALK UPON ORDERING THE SERVICE AND UPON ADDING A USER/ USERS TO AN EXISTING QUICKTALK SUBSCRIPTION VIA ENTERING THE PHYSICAL LOCATION OF THE USER (INCLUDING, WHERE APPLICABLE, FLOOR NUMBER AND ROOM/SUITE/UNIT NUMBER)  ONLINE.  CUSTOMER IS REQUIRED TO IMMEDIATELY UPDATE EACH USER’S LOCATION WHENEVER THE PHYSICAL LOCATION OF SUCH USER’S EQUIPMENT CHANGES VIA THE SETTINGS PAGE ON CUSTOMER’S WEB-BASED USER PORTAL OR, WITH RESPECT TO SOFTPHONES, VIA THE SETTINGS PAGE ON THE SOFTPHONE. CUSTOMER ACKNOWLEDGES THAT THE PHYSICAL LOCATION REGISTERED FOR THE USER’S EQUIPMENT WILL BE THE LOCATION TRANSMITTED TO THE EMERGENCY CALL TAKER, AND THAT QUICKTALK’S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE THEN-CURRENT REGISTERED PHYSICAL LOCATION FOR THE USER’S EQUIPMENT.  IF CUSTOMER DOES NOT ACCURATELY IDENTIFY A USER’S LOCATION UPON ORDERING THE QUICKTALK SERVICE AND/OR DOES NOT UPDATE SUCH INFORMATION WHEN THE USER’S LOCATION CHANGES, 911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT EMERGENCY CALL TAKER WHEN CUSTOMER NOTIFIES QUICKTALK OF A CHANGE IN THE REGISTERED LOCATION OF A USER, THERE MAY BE A DELAY IN MAKING THE NEW REGISTERED LOCATION AVAIALABLE TO ROUTE 911 CALLS AND TO ADVISE THE APPROPRIATE EMERGENCY CALL TAKER OF THE NEW REGISTERED LOCATION.

11.3 Additional 911/ e911 limitations. 

THE LOCAL EMERGENCY CALL TAKER RECEIVING THE 911 CALL MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN NUMBER OR LOCATION INFORMATION.  THEREFORE, THE EMERGENCY CALL TAKER MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE USER MAKING THE 911 CALL WHICH MAY DELAY OR PREVENT EMERGENCY SERVICES.  DUE TO TECHNICAL FACTORS IN NETWORK DESIGN AND IN THE EVENT OF NETWORK CONGESTION THERE IS A POSSIBILITY THAT A 911 CALL WILL PRODUCE A BUSY SIGNAL, WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, WIRELINE 911 SERVICES.

11.4 911/ e911 limitation of liability/ indemnity. 

QUICKTALK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, AND RESELLERS WILL HAVE NO LIABILITY TO CUSTOMER, ITS USERS, OR ANY THIRD PARTY FOR, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION, ARISING OUT OF OR RELATED TO, CUSTOMER, ITS USERS, OR ANY THIRD PARTY’S INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER OR TO ACCESS AN EMERGENCY SERVICE OPERATOR OR EMERGENCY SERVICES. CUSTOMER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS QUICKTALK ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, AND RESELLERS FROM ANY AND ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, EXPENSES, AND/ OR COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEYS FEES AND COST OF SUIT) BY OR ON BEHALF OF CUSTOMER OR ANY THIRD PARTY OR USER ARISING FROM OR RELATED TO THE FAILURE OF 911/E911 TO FUNCTION OR FUNCTION PROPERLY OR QUICKTALK’S PROVISION OF 911/ E911 SERVICES OR FAILURE TO PROVIDE ACCESS TO 911/ E911 SERVICES. 

12.   DID NUMBERS

When supply is sufficient, QUICKTALK will make available to Customer a list of DID/ telephone numbers from which Customer may choose their DID/ telephone numbers.  Customer will not be the owner of any DID/ telephone number (including fax numbers) assigned to Customer by QUICKTALK, and Customer will not transfer or attempt to transfer its number(s) to anyone else (except as provided in Section 13.2 below with respect to Porting Out).  QUICKTALK reserves the right to change, cancel, withdraw, or move such numbers at its sole discretion immediately upon notice.  Customer will surrender all rights to the DID/ telephone numbers and fax numbers upon termination of Customer’s Service if they have not been ported out in accordance with Section 13.2 below prior to such termination, and the numbers assigned to Customer may be reassigned upon termination of Customer’s Service.  QUICKTALK will not be liable for any direct or indirect damages or incidental costs arising out of such reassignment.

13.   LOCAL NUMBER PORTABILITY

13.1 Porting In. 

Customer may elect to port an existing DID/ telephone number to QUICKTALK (“Port-In”) for use with the Service.  In the event Customer elects to Port-In a number, Customer must first select a temporary number from the list of DID/ telephone numbers QUICKTALK presents to Customer at the time Customer orders the Service, which will be used until the Port-In is complete. QUICKTALK will support all valid requests and will cooperate with Customer to perform any Port-In in accordance with Customer’s reasonable directions and QUICKTALK’s operating procedures. Neither QUICKTALK nor its providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to Customer, Customer’s prior provider, or any third parties.

When Customer makes a Port-in request Customer must provide information reasonably required by QUICKTALK. Any incomplete file will prevent the completion of said request. Subject to technical eligibility, the Customer may have the option to keep their existing phone numbers when subscribing to the Quicktalk Service. Customer acknowledges ownership of the numbers which they seek to have ported. Customer also acknowledges that porting this number will result in the termination of services associated with the ported number. QUICKTALK is not liable for the termination of these associated services. If Customer wishes to port the number back to their original operator, they must inform QUICKTALK prior to the effective date of the number’s transfer to QUICKTALK’S network. Portability of Customer’s number depends in part on the cooperation Customer’s current service provider. As such, QUICKTALK cannot be held liable for any porting failures or missed deadlines. Port-in requests are handled Monday to Friday during morning business hours (from 9 am to noon CET). Any Port-in request by the Customer outside of these times, if accepted by QUICKTALK, will incur an additional fee, billed to Customer.

13.2 Porting Out. 

Customer or a third-party provider acting as agent on behalf of Customer (“Requesting Party”) may request that QUICKTALK port a number assigned to Customer by QUICKTALK to a third-party provider (“Port-Out”).  QUICKTALK will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and QUICKTALK’s standard operating procedures.  All Port-Out requests must be made during the Term. In the event of any Port-Out, Customer agrees that until such time as the Port-Out is complete and Customer terminates the Service for such DID/ telephone number, Customer shall remain bound by the terms of this Agreement related to that DID/ telephone number.  Once the Port-Out is complete, Customer must terminate the Services associated with such ported DID/ telephone number in order to stop incurring charges for such DID/ telephone number.  Customer recognizes and agrees that in the event of a Port-Out Customer shall remain responsible for paying the required monthly service fees in accordance with Section 20.

A Port-Out request by Customer’s new operator will result in automatic cancellation of the ported line and all related services. Customer must provide any information reasonably requested by QUICKTALK to support a Port-Out request. Any Port-Out request after account termination will be denied. Numbers not Ported Out after termination of Service will be owned by QUICKTALK. 

14. PROPERTY

In case of closure of their account for any reason, Customer agrees that their Quicktalk Number can be assigned after a period of six (6) months to another customer or service. Customer expressly acknowledges that QUICKTALK will not be responsible for any inconvenience or specific damages arising from such reassignment and agrees to make no claims regarding reassignment. Customer may, however, maintain their Quicktalk Number when requesting transfer to another operator. This request must be made by the Customer’s new telephone operator at least thirty (30) calendar days before the end of Customer’s QUICKTALK subscription. However, once the Term of the Customer’s Subscription has passed, no number transfer request will be granted. QUICKTALK cannot be held liable in the event of technical difficulties involving the transfer of a Quicktalk Number to another provider or malfunction of the Quicktalk Number in such case.

15. 711 DIALING

The Service allows dialing 711 to reach Telecommunications Relay Services (TRS).  In the event the user’s registered location is not the same as the user’s geographic location, 711 calls may not be routed to the correct TRS center for the user’s location.

16. SERVICE EXCLUSIONS

The Service does not include directory listings and operator and directory assistance and does not support 976 or 900 calls.  The Service may not support 311, 411, 511, or other X11 calling (other than 911 and 711 as detailed in this Agreement) in all or certain service areas.

17. EXCLUSION AND DISCLAIMER OF WARRANTIES

17.1

QUICKTALK PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, WEBSITES, SERVERS, CONTENT, SUBSCRIPTIONS, AND ACCOUNTS, ON AN “AS IS” AND “AS AVAILABLE” BASIS.  CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK.  NEITHER QUICKTALK NOR ITS LICENSORS OR SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICES OR OTHERWISE RELATED TO THE AGREEMENT.  QUICKTALK DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SERVICES OR THAT THE SERVICES WILL PREVENT TOLL FRAUD.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUICKTALK DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

17.2

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER QUICKTALK, ITS LICENSORS, NOR SUPPLIERS REPRESENT OR WARRANT THAT (I) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR PROVIDE ANY SPECIFIC RESULTS, (II) CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS OR ERROR FREE, (III)  INFORMATION OR CONTENT PROVIDED TO CUSTOMER THROUGH THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THE SERVICE WILL HAVE ANY PARTICULAR UP-TIME, QUALITY OF SERVICE, OR QUALITY OF VOICE OR FAX COMMUNICATIONS. 

17.3

WITHOUT LIMITING THE GENERALITY OF SECTION 17.1 ABOVE, NEITHER RQUICKTALK, ITS LICENSORS, NOR SUPPLIERS SHALL HAVE ANY RESPONSIBILITY TO CUSTOMER FOR DAMAGE RESULTING FROM THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGE TO ANY DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOADING, OTHERWISE ACCESSING, OR USING ANY CONTENT, MATERIAL, OR DATA THROUGH THE SERVICE.  DOWNLOADING, OTHERWISE ACCESSING, AND USING SUCH CONTENT, MATERIAL, OR DATA IS AT CUSTOMER’S OWN RISK.

17.4

QUICKTALK DOES NOT HAVE ANY RESPONSIBILITY FOR RETAINING ANY USER INFORMATION OR CONTENT OR COMMUNICATIONS BETWEEN USERS.

17.5 NO REQUEST FOR COMPENSATION WILL BE GRANTED IN THE EVENT OF TEMPORARY OR PERMANENT DEACTIVATION OF THE SERVICE.

18. CONFIDENTIAL INFORMATION

Confidential Information shall be interpreted to mean that all QUICKTALK business and/or technical information, pricing, discounts and other information or data, whether in tangible or other form if marked or otherwise expressly identified in writing as confidential shall be considered privileged and not for release to others.  Information communicated verbally will qualify as Confidential Information if designated as confidential or proprietary at the time of disclosure and summarized in writing within thirty (30) days after disclosure.  Confidential Information excludes information that:  (i) is publicly available other than by an act or omission of Customer; (ii) subsequent to its disclosure was lawfully received from a third party having the right to disseminate the information without restriction on its dissemination or disclosure; (iii) was known by Customer prior to its receipt as “Confidential Information” and was not received from a third party in breach of that third party’s confidentiality obligations; (iv) was independently developed by Customer without use of QUICKTALK’s Confidential Information; or (v) is required to be disclosed by court order or other lawful government action, but only to the extent so ordered, provided Customer makes prompt written notification to QUICKTALK of the pending disclosure so that QUICKTALK may attempt to obtain a protective order. In the event of a potential disclosure in the case of subsection (v) above, Customer will provide reasonable assistance to QUICKTALK should QUICKTALK attempt to obtain a protective order.  Customer will protect such Confidential Information received from QUICKTALK with no less care than the care it uses to protect its own Confidential Information, but in no event, with no less than a reasonable degree of care.  Customer will not use or disclose QUICKTALK’s Confidential Information except as permitted in this Section or for the express purpose of performing obligations under the Agreement.  Customer’s confidentiality obligations will survive the termination of the Agreement.  Upon termination of the Agreement, Customer will cease all use of QUICKTALK’s Confidential Information and will promptly and in a manner of transmittal reasonably expected to protect the confidentiality of such information, return or, at QUICKTALK’s request, and in a manner of destruction reasonably expected to protect the confidentiality of such information, destroy  all Confidential Information, including all copies, in whatever form in Customer’s possession or under its control, including such Confidential Information stored on any electronic medium or device of any sort.  Upon request, Customer will certify in writing its compliance with this Section. 

19. LIMITATION OF LIABILITY

IN NO EVENT WILL QUICKTALK OR ITS LICENSORS, SUBCONTRACTORS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, TOLL FRAUD, COST OF COVER, OR SUBSTITUTE GOODS OR PERFORMANCE. NO EXTRA COSTS RESULTING FROM SUBSTITUTE SERVICES WILL BE REIMBURSED. QUICKTALK’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF ALL QUICKTALK CHARGES MADE TO CUSTOMER FOR THE QUICKTALK SERVICE PAID OR PAYABLE UNDER THE AGREEMENT IN THE MONTH IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR A COMPENSATION IN THE FORM OF COMMUNICATION CREDITS.  THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE TO THE PARTIES FAIL OF THEIR ESSENTIAL PURPOSE.  THE LIMITATIONS OF LIABILITY IN THIS SECTION ALSO WILL APPLY TO ANY LIABILITY OF QUICKTALK’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUPPLIERS.

20.   INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless QUICKTALK, its affiliates, officers, directors, employees, consultants, agents, licensors, suppliers, and resellers from any and all third party claims, liability, damages, losses, expenses, and/ or costs (including but not limited to attorney’s fees and cost of suit) arising from or related to (i) Customer’s use of the Service, (ii) violation of this Agreement (including but not limited to fraudulent or illegal use of the Service), (iii) any negligent acts or omissions or willful misconduct of Customer, or (iv) infringement or violation of any intellectual property or other right of any person or entity in connection with this Agreement.

21. Suspension

On a monthly basis of the anniversary date of the Registration, QUICKTALK will charge the amount of the monthly fee to the credit card provided by the Customer upon signup in accordance with the debit authorisation mandate provided upon Registration, as described in Article 3.1 In case of payment rejection by the bank or refusal of payment on the part of Customer, regardless of the chosen payment method, QUICKTALK will send a link for payement to Customer.

QUICKTALK will immediately suspend the Service if payment has not been made.

Accounts suspended by QUICKTALK will not be entitled to any reimbursement whatsoever, in the form of Subscription or credits. The Service will be reestablished upon payment of all outstanding invoices. It is expressly stated that outstanding invoices remain due, and that QUICKTALKreserves the right to take action in order to recover its debts.

QUICKTALKalso reserves the right to immediately suspend the Service if it suspects that Customer is using it in an inappropriate manner or on behalf of unauthorized third parties, in particular in cases of abnormal traffic (i.e massive cold calling) or in violation of the Agreement. QUICKTALK may in particular suspend the Service in cases where QUICKTALK suspects fraud or unauthorized use, or if QUICKTALK determines that Customer, its Account Administrator(s) or any of its Users has provided incomplete or inaccurate information during Registration. No request for compensation will be granted in the event of temporary or permanent deactivation of the Service.

22.   TERMINATION

22.1 At Customer’s Initiative. 

Customer may end their contract up to the day before the anniversary date of their Registration by sending a registered letter w/receipt to the following address: Service Client, Service Client, “QUICKTALK” Ringover Inc, 185 Alewife Brook Parkway Suite 210 Cambridge, MA 02138or by email to the following address: [email protected] Previously purchased credits will not be refunded. Customer may also at any time cancel the Licenses corresponding to the Quicktalk User accounts of their choice from their online portal, without no right to claim any reimbursement from QUICKTALK.

22.2 At QUICKTALK’s Initiative. 

QUICKTALK reserves the right to suspend the account of Customer and to terminate the

Account and this Agreement immediately if Customer or its User(s) does not comply with these Terms or uses the Service in a manner that is harmful to QUICKTALK or to third parties.

with a notice period of three (3) days. Where applicable, QUICKTALK will reimburse Customer for the Registration fee already paid in proportion to the remaining period. In the case of cancellation of the Service at the initiative of QUICKTALK, QUICKTALK may claim indemnities for late fees as described in Article 6.1 of the present Terms. QUICKTALKmay without warning terminate the account of a Customer having subscribed to the Discover plan if Customer has not made or received a call for a period of 3 consecutive months. In every case, QUICKTALK will inform Customer by email or phone. Customer shall not claim compensation from QUICKTALKwhatever the cause of either termination or the temporary or permanent deactivation of Service.

22.3 Effect of Termination/ Expiration of Subscription. 

In the event of termination of this Agreement for cause, for any reason, or upon Customer providing the required notice of termination of Customer’s QUICKTALK subscription, Customer shall immediately cease use of the Service and permanently destroy all copies of the software portion thereof within Customer’s possession or control.  Such software must be end-user accessible and suited for such destruction without damaging any hardware associated therewith.  All software licenses granted in conjunction with, and all subscriptions to the Service shall terminate immediately upon the termination of this Agreement.  Upon termination, QUICKTALK may deactivate or delete Customer’s account and all related information and files therein and/or bar any further access thereto, and Customer shall have no further access to any Customer-assigned DID/ telephone number (unless Port-Out of such phone number was completed prior to termination of this Agreement).  All provisions concerning confidentiality, license grant and restrictions, IP ownership, warranty disclaimers, limitation of liability, and indemnity (as well as any other terms which, by their nature, are intended to survive termination) of this Agreement will survive the expiration of Customer’s QUICKTALK subscription and any termination of this Agreement.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 Governing Law.  The Agreement and any claims, disputes, or controversies arising out of or relating to the Agreement (“Disputes”) will be governed by the laws of the State of Delaware applicable to contracts entered into and performed in the United States of America without regard to its choice of law principles, excluding choice of law principles and the United Nations Convention on Contracts for the International Sale of Goods.

23.2 Arbitration. 

Subject to Section 23.1 and 23.3, any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

23.3 Injunctive Relief.

Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction in order to protect its rights pending arbitration.

23.4 Time Limit. 

Actions on Disputes between the parties must be brought in accordance with this Section within one (1) year after the cause of action arises.

24.   MISCELLANEOUS

24.1 Compliance. 

The parties will observe all applicable laws and regulations, including export and re-export laws and regulations, when using the Service.

24.2 Assignment & Subcontractors. 

QUICKTALK may assign the Agreement to any of its affiliated entities or to any entity to which QUICKTALK may sell, transfer, convey, assign or lease all or substantially all of the assets or properties used in connection with its performance under the Agreement.  Any other assignment of the Agreement or any rights or obligations under the Agreement without the express written consent of the other party will be invalid.  QUICKTALK may partner with others or subcontract any or all of its obligations under the Agreement but will retain its responsibility to Customer for the timely performance of the work necessary to the provision of Service properly paid for by Customer.

24.3 Force Majeure. 

Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including without limitation, fire, flood, Act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials, systems, subsystems, components, underlying services or transportation facilities (“Force Majeure”).

24.4  Notices. 

Any notice required or permitted under this Agreement shall be deemed properly made when delivered by email, facsimile, messenger, overnight courier, or mailed via Certified or Registered Mail (Return Receipt Requested) if to Customer:  to the information QUICKTALK has on file; and if to QUICKTALK: to “QUICKTALK” Ringover Inc, 185 Alewife Brook Parkway Suite 210 Cambridge, MA 02138. Notices will be considered effective when sent or posted.

24.5 Entire Agreement. 

The Agreement, including any Attachments, constitute the entire understanding of the parties with respect to the subject matter of the Agreement and will supersede all previous and contemporaneous communications, representations or understandings, oral and/or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties.  If any provision of the Agreement is determined to be unenforceable or invalid by court decision, the Agreement will not be rendered unenforceable or invalid as a whole, and the original unenforceable provision will be changed only minimally as required for it to be enforceable and interpreted so as to best accomplish the objectives of the original provision within the limits of applicable law.  The failure of either party to assert any of its rights under the Agreement, including, but not limited to, the right to terminate the Agreement in the event of breach or default by the other party, will not be deemed to constitute a continuing or permanent waiver by that party of its right to enforce each and every provision of the Agreement in accordance with their terms.

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$19USD

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