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AnswerFirst Terms & Agreement For Service
These Terms and Conditions constitute an agreement (“Agreement”) between you (“you”, “your”, “user”, “buyer”, “subscriber” or “Customer”), your employees, agents, officers, directors and other service users and AnswerFirst Communications, Inc. (“SP” (Service Provider), “us”, “we” or “our”) for virtual telecommunication services, answering services, call center services, and any related products or services (“Services”). This Agreement governs both the Services provided and any assigned toll-free and/or local number account (“Telephone Number”) used in connection with the Services.
- HOW DO I REQUEST A CREDIT OR REFUND?
All questions regarding invoices and payments must be made within 28 days of the invoice date. You may question a charge/payment or request a credit/refund by (i) placing a telephone call to our customer service department at 800-435-9332, (ii) by opening a support ticket and selecting the “Billing” option at support.answerfirst.com.
- HOW DO I ACCEPT THESE TERMS AND CONDITIONS?
You can accept our Terms and Conditions by taking any of the following actions: (i) by providing your electronic signature accepting these Terms and Conditions on our website at signup.answerfirst.com or any of the answerfirst.com subdomains (our “Site”); (2) by registering for our Services via telephone; or (3) by requesting a paper copy of our Terms and Conditions through our Website or over the telephone and returning a signed copy to our offices. By accepting our Terms and Conditions you have placed an order for our services (your “Order”) and you are agreeing to be bound, without limitation or qualification, by the terms of this Agreement.By accepting our Terms and Conditions, you represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. If you are entering this Agreement on behalf of a partnership, corporation, LLC or other similar business entity, you represent and warrant that you possess the power, authority and capacity to enter into and perform this Agreement, and further that you have taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement.
- HOW DO I KNOW MY ORDER HAS BEEN ACCEPTED?
After we receive your electronic signature or verbal authorization over the telephone we will send you an email confirming our acceptance of your Order, confirming your Service Plan and we will begin creating your Account. We will also confirm the date on which we will begin to provide you with Services.SP reserves the right at any time to contact you to re-confirm your Order and the provision of your Account in order to avoid fraud. In the event that SP suspects the placement of a fraudulent Order (even after you have received an email confirmation of acceptance of your order and the provision of your Account), we may suspend or terminate your Service Plan. In the event that SP has reason to suspect an Order has been fraudulently obtained or that your Account is being used for fraudulent or illegal activities, SP may, immediately and it its sole discretion interrupt, suspend, restrict or terminate your Account without notice to you.
- HOW LONG IS THE TERM OF THIS AGREEMENT?
The initial term of this Agreement begins on the date we activate Services for your Service Plan. Your Service Plan continues through the end of the initial “Contract Period” as indicated in your “Proposal For Service”. Thereafter, this Agreement will continue in full force and effect from billing period to period, until terminated by either party pursuant to the terms of this Agreement. SP will attempt to notify you via email and/or telephone to give you notice that your service is being terminated. SP is not responsible for business disruption or damage to your business because your Service Plan terminates.
- HOW DO I PAY SP FOR SERVICES?
As part of your registration for our Services you are required to either apply for “Credit Terms” with SP or to provide SP with a valid form of payment, such as your debit card, credit card or banking information so that SP may collect echecks from your bank account (“Electronic Payments”).If you have selected and been approved for “Credit Terms” you will be invoiced at the end of each billing period and payment will be due according to the established payment terms. You may pay via “Electronic Payments” or may mail in a check.If selecting “Electronic Payments” you authorize us to charge or collect these Electronic Payments for your Initial Payments, your Recurring Payments and Immediate Supplemental Service Payments, all of which are described in more detail below in Sections 6. If your form of Electronic Payment is suspended or denied, SP reserves the right to immediately suspend or terminate your Account.If using “Electronic Payments” you agree to advise us of any changes to your debit card account, credit card account or echeck account number, billing address, or expiration date. Should an Electronic Payment be declined for any reason, we will attempt to charge it again then your account will be terminated and we will notify you of such termination by email or by telephone. Notwithstanding the previous section, if your Electronic Payment is declined for a charge within 90 days of the date you opened your account, your account will be canceled immediately and the phone number on your account may be unavailable until your account is reactivated.
Accounts will be terminated if we are not able to confirm an order by phone and do not receive any replies from the account holder. A credit or debit card or other authorization form will be required to reactivate such accounts and may be completed by visiting payment.answerfirst.com. After reactivation, the phone number(s) on your account may be unavailable and you may be assigned a new account phone number.
- WHAT DOES SP CHARGE FOR ITS SERVICES?
SP charges a setup fee for each Account (your “Setup Fee”).Each billing cycle you will be charged a base fee for your Service Plan. Depending on your Plan, your Base Fee will include a flat service fee which includes the charges defined by your Service Plan and any number of included minutes, messages or calls. You will also be charged a rate for any additional minutes, messages or calls. A list of services and current rates is accessible from our Site. Your Base Fee also includes regulatory and government fees, all taxes and surcharges, including regulatory recovery fees associated with the Services provided under your Service Plan. Billable time will also include time needed for operators or other staff to provide services required by any particular call or activity.Supplemental Services include, but are not limited to, additional minutes, messages or calls on your account, long distance calls, call patching, automated or virtual time, and other Services. Virtual time includes, but is not limited to, voicemail and call patching services. A list of services and current rates is accessible from our Site. In addition, if you use Services not covered under your Service Plan (“Supplemental Services”), you will be charged additional fees (“Supplemental Service Fees”).Supplemental Service Fees include, but are not limited to, training fees, additional second charges, long distance, international and directory assistance charges, fees related to call forwarding, adding additional sub-accounts, updates to accounts and/or merging accounts, returned check fees and costs, regulatory and government fees, and for all taxes and surcharges, including regulatory recovery fees, imposed on you or us as a result of your use of the Supplemental Services, collection fees including, but not limited to reasonable attorneys’ fees and costs. Supplemental Service Fees include initiation fees additional fees for optional features, add-ons, and other added products and Services.
SP reserves the right to update the Rate Schedule including changing its pricing and/or billing practices at its sole discretion. SP may introduce new products and Services at special introductory pricing. Introductory pricing may change at discretion by SP. SP bills usage charges in one (1) second increments. A minimum base rate applies as per the terms of your Service Plan.
If you anticipate an increase or spike in usage, we require you to provide us with at least five (5) business days notice so that we may property staff your account. In order to provide excellent service to all of our customers we reserve the right to limit or restrict calls and other services if they exceed the number or level of calls anticipated.
You are solely responsible for collecting, filing notice of, and paying any taxes to the proper entities, based on sales, use or other taxes required by your State or County or municipality.
- WHEN WILL SP COLLECT ELECTRONIC PAYMENTS FROM ME? (WHEN WILL MY ACCOUNTS BE CHARGED?)
Initial Payment. Unless you have selected and been approved for “Credit Terms” when you accept the Terms and Conditions of this Agreement, you are authorizing us to collect an “Electronic Payment” which represents a prorated Base Fee for the balance of that billing cycle, a Setup Fee and all applicable initiation and origination fees, and taxes, surcharges and recovery fees associated with your Service Plan (the “Initial Payment”).Payments On or About the First Business Day of Each Billing Cycle. SP will provide you with an invoice that reflects your Base Fee for the upcoming billing cycle and accrued charges for Supplemental Services for the preceding billing cycle (not already billed pursuant to an Immediate Supplemental Service Payment). (your “Bill”). Your Bill is required to be paid within 28 days of the Invoice Date. If selecting “Electronic Payments” you authorize us to collect an Electronic Payment on or about the first day of each billing cycle to satisfy all charges shown on your Bill.Immediate Supplemental Service Payments. SP reserves the right to invoice, if pre-approved for “Credit Terms” or to collect “Electronic Payments” for any Immediate Supplemental Service Charges. If the cost of your Supplemental Services in any billing cycle exceed the Threshold Amount, you authorize us to immediately invoice you, if pre-approved for “Credit Terms” or to collect an “Electronic Payment” to pay for these Supplemental Services (“Immediate Supplemental Service Payment”). You authorize us to collect Immediate Supplemental Service Payments without additional notice or consent. The Threshold Amount is set by SP and may vary based on your service plan, payment history, and usage. If the form of Electronic Payment on file is declined or otherwise suspended, SP reserves the right to terminate or suspend your Account.All payments to SP must be made in US Dollars and be drawn from a US bank.
- HOW WILL I KNOW IF SP CHANGES THESE TERMS AND CONDITIONS, MY SERVICE PLAN OR THE RATE SCHEDULE?
SP reserves the right, at any time, to change, modify or amend these Terms and Conditions, your Service Plan or the Rate Schedule (an “Amendment”). Our Terms and Conditions, Service Plans and Rate Schedule are always available for you to review on our Site by visiting https://answerfirst.com/. If you do not agree to the terms of the Amendment you may terminate this Agreement by giving us written notice within 15 days. If you continue to use SP services after the 15 days you are accepting the terms of the Amendment and agree that your Service Plan shall be subject to the terms of the Amendment.We reserve the right to assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of SP to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement.
- HOW DO I ACCESS MY ACCOUNT OR CHANGE MY SERVICE PLAN?
When you receive your Order Confirmation, you will be able to access your Account using an email as your User ID and a login password you will create (“Login Password”). The use of your Login Password helps us to protect you and your Account. Certain pages on our Site or access to the Services and/or your Account may be accessed only by use of your Login Password. You are solely responsible for all uses of the Site and/or the Services and/or your Account. If your Services or Accounts are fraudulently used, you agree to immediately notify us of such unauthorized use. We have the right to interrupt, restrict or terminate Services to your Account, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe.SP reserves the right, in its sole discretion, to block access to certain international countries and locations that are frequently implicated in fraudulent calls.You may not assign this Agreement without our prior written consent.
- WHAT HAPPENS IF I FAIL TO PAY MY BILL ON TIME?
Time is of the essence for payment. Therefore, if we are unable to collect your Base Fee or Supplemental Service Fee as per the terms of this Agreement on the Due Date, you agree to pay us interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the Due Date.Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due under this Agreement. Notice of any disputes must be in writing and received by us at our address within twenty-eight (28) days after the invoice date or you will waive any objections. If your Account is suspended for non-payment, we will require you to pay all past due amounts, all open balances that may not have become “past due” prior to reactivation of your Account, and any new charges that may include a prorated Base Fee for the balance of that billing cycle and the full Base Fee for the subsequent billing cycle.
- HOW LONG WILL SP KEEP AND STORE MY DATA?
SP shall not be obligated to maintain or keep original or copies of your documents, data or messages for longer than 85 days. Voice Recordings will be kept for 10 days.
- WHAT RIGHTS DO I HAVE TO USE SP MATERIAL?
All materials (“Materials”) and content (“Content”) on the Site are provided by and owned by SP unless indicated otherwise. All intellectual property rights in the Materials, Contents and Services (including copyrights, trademarks, service marks, trade secrets and patents) are the property of SP. SP retains all copyrights in the individual pages on the Site, and their components, and collective works (“Works”) available at the Site.You agree not to use the Materials, Content, Services and your Account for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or damages our property.The Materials and Services are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, republished, uploaded, posted, transmitted, performed, or distributed in any way, without SP’s prior written permission.Trademarks and copyrights, including the SP logo, are the property of SP. All other names and trademarks are the property of their respective holders.
You are authorized to download one copy of the materials (the “Materials”) and/or Content found on this Site for use with the Services and/or Accounts. This is a license, not a transfer of title, and is subject to the following restrictions: unless you receive prior written consent from us and unless you receive any required regulatory approvals, you may not: (a) modify the Materials, Content, Services or Accounts or use them for any commercial purpose or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble the software, Materials, Content, Services or Accounts; (c) remove any copyright or other proprietary notices from the Materials, Content, Services or Accounts; (d) unless otherwise provided herein, transfer or resell the Materials, Content, Services or your Account to another person. You agree to prevent any unauthorized copying of the Materials, Content, Services and Accounts.
You agree that we, in our sole discretion, may terminate this license at any time, for cause. Upon termination, you will immediately destroy any copies of the Material, Content and Works in your possession.
- HOW CAN I TERMINATE THIS AGREEMENT?
You may terminate this Agreement at any time. You must give such notice of termination either by completing the cancellation form located at answerfirst.com/cancel or in writing, delivered by USPS or other carrier. Upon receipt of your request, indicating your desire to terminate this Agreement, we will send you an email to confirm that your termination notice was received (“Cancellation Email”). If you do not receive a Cancellation Email your termination notice may not have been received by us. You may contact our Customer Support Department at 800-435-9332. Your termination request will be fulfilled within three (3) business days. Because some charges may have accrued prior to your termination, a final payment will be processed and due on receipt. If Services are terminated before the end of your invoicing cycle, we won’t prorate charges to the date of termination and you won’t receive a credit or refund for any unused Services. You must cancel your subscription before the next Billing Cycle Date.
- HOW CAN SP TERMINATE THIS AGREEMENT?
We may terminate this Agreement at any time and for any reason.If you fail to pay any amount owed to us after the due date, or if you have in the past failed to pay amounts due us or an affiliate of ours, or if you breach any representation to us or fail to perform any of the promises you have made in this Agreement, or if you are subject to any proceeding under the Bankruptcy Act or similar laws, you will be in default and we may, in our sole discretion and with or without prior notice, restrict or terminate Services and/or terminate this Agreement, in addition to all other remedies available to us.Upon termination of this Agreement and/or your Services, your right to use the Services immediately ceases. You shall have no right and we will have no obligation thereafter to forward any unread or unsent messages to you or any third party. We may require reactivation charges to renew Services after termination or suspension.Upon termination, you are responsible for paying all amounts and charges owing under this Agreement.
- HOW DOES A FORCE MAJEURE EVENT IMPACT OUR AGREEMENT?
In the event of a Force Majeure event, including but not limited to an act or acts of God, acts of the public enemy, acts or omissions of other parties (including litigation by third parties), flood, fire, epidemics, quarantine restrictions, embargoes, earthquake, explosion, the elements, unusually severe weather, or other casualty, war, terrorism, blockade, security problems, insurrections, riots, mob violence or civil disturbance, acts of the Federal government, acts of other parties, inability to procure or a general shortage of labor, equipment or facilities, energy, freight, materials or supplies in the open market, failure of transportation, strikes, walkouts, boycotts, picketing, slowdowns, work stoppages or other labor actions, or delays due to any of the foregoing such causes, and actions or inactions by any Federal, State or Governmental Body with respect to the Service or Material, both you and SP are excused from our obligations under this Agreement, except for the obligation to pay money.
- DO I CONTROL THE TOLL FREE AND LOCAL TELEPHONE NUMBERS ASSIGNED TO MY ACCOUNT?
You are in control of and may use any toll free and local telephone number assigned to you by SP or transferred by you to SP (your “Numbers”), however those numbers remain the property of SP. Following the termination or suspension of your Account, SP may reassign your numbers to another SP customer and you lose all interest, rights and control of those. It is your responsibility to ensure that the number is activated and operational on your account BEFORE advertising the number in ANY way.
- WHAT IS SP’S “DEDICATED CUSTOMER SERVICE” PROGRAM?
Dedicated agent and all other dedicated programs (“Dedicated Programs”) have a two year minimum “contract period”. Additional information is available from your Business Development Representative.
- CAN I USE SP’S SERVICES TO CONTACT 911-EMERGENCY? (NO)
SP IS NOT A “DIAL-TONE” PROVIDER. IN THE EVENT OF AN EMERGENCY WHILE USING OUR SERVICES, HANG UP AND DIAL “911”. YOU MUST USE THE TELEPHONE SERVICE PROVIDED BY YOUR LOCAL CARRIER TO MAKE A 911 CALL.
- WHAT ARE SP’S PRIVACY POLICIES?
The very nature of the Services we provide requires our staff to receive, store, relay and monitor telephone and electronic communications on your behalf, and maintain records relating to your Account (“Your Information”). We realize that keeping this information confidential is an important part of the Services we provide to you. We release and share this information as follows:We release Your Information to you and to those you designated as per the terms of your Service Plan.If necessary and to the extent required by law, we will release Your Information to law enforcement agencies and other governmental regulatory bodies. We will promptly notify you of such a release as permitted by law.We have obligations to share your Information in response to subpoenas, court orders and other similar legal requirements. We will promptly notify you if we are required to disclose information for this purpose.
We are compliant with the requirements of the Health Insurance Portability and Accountability Act (HIPAA) and the Payment Card Industry Data Security Standard (PCI DSS).
Your Information includes information that is made available to us solely by virtue of our relationship with you and your customers, such as details regarding the telecommunications services purchased, including the type, destination, technical configuration, location and amount of use of such services. This information and related billing information is known as Customer Proprietary Network Information (CPNI).
SP safeguards CPNI and complies with Federal Communications Commission (FCC) and other rules requiring SP to protect Customer CPNI. SP will not disclose CPNI except in accordance with applicable laws. For example, SP will not share CPNI with authorized companies if a Customer notifies SP that its CPNI may not be shared. SP will not share CPNI with unrelated third parties. To opt out of CPNI sharing, please contact SP.
SP is fully committed to ensuring the protection of Customer CPNI. The company advises all employees, even those not likely to come into contact with CPNI as part of their routine job functions, of the necessity for data privacy. All SP employees are trained in the use and disclosure of CPNI and are subject to the company’s CPNI policies. Employees that fail to abide by SP’s policies may be subject to disciplinary action up to and including dismissal. Except in cases where SP is directed by an appropriate law enforcement agency to refrain from or delay Customer notification of a CPNI breach, SP will notify any Customers affected by a CPNI breach. This notification will include the details of the breach and what steps SP has taken to ensure a similar breach will not re-occur. Further, SP will notify the United States Secret Service (USSS) and the Federal Bureau of Investigation (FBI) as required by law. SP will keep records of such breaches as required by law.
SP will adopt further safeguards and comply with additional CPNI requirements, including filing its annual CPNI Certification, as required by law.SP reserves the right to monitor and record your calls and electronic communications for quality assurance. By accepting these Terms and Conditions you authorize our monitoring and recording of your calls to us concerning your Account or the Services and you consent to our contacting you from time to time by means of (a) automatic dialing equipment, (b) live operator communications, or (c) all other electronic means like email or SMS messaging.
- WHAT ARE THE LINKS TO OTHER MATERIALS AND OTHER PROVIDERS ON YOUR SITE?
As a benefit to you, we will place HTML links to other websites on our Site. These linked sites are not necessarily under the control of SP and SP is not responsible for the content of any linked site or any link contained in a non-affiliated linked site. SP reserves the right to terminate any link or linking program at any time. SP has selected the links for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked to this Site, you do so entirely at your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and SP shall not be responsible for notification of any change in name or location of any information on the Site.We will sometimes place HTML links or advertisements on our Site for other service provides that we think may compliment your needs. Our correspondence or business dealings with, or participation in promotions of advertisers found on or through this Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertisers. YOU AGREE THAT SP, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS OR AS A RESULT OF SUCH ADVERTISERS ON THE SITE.
- HOW DO WE CONTACT SP FOR IMPORTANT NOTICES?
Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered, mailed by first-class mail, postage prepaid or sent by facsimile or electronic mail, addressed, (a) if to you, at the address as kept in our files or at such other address as you shall have furnished to us in writing, or (b) if to us at 1602 N. 21st Street. Tampa, FL. 33605. Attention Customer Service Department. Your notice must specify your Name and Account Number. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (ii) if sent by facsimile, when sent and receipt is telephonically confirmed or (iii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above. Oral notices shall be deemed effective on the date reflected in our records.
- DOES SP OFFER A WARRANTY FOR SERVICES AND MATERIAL? (WE DO NOT PROVIDE ANY WARRANTIES)
SP takes pride in the services we provide our customers. However the inherent challenges in interpersonal verbal, oral and other communication, including but not limited to poor telephonic connections, language barriers, differences in speech dialects, hearing and speech impediments make it impossible to guarantee that all messages that we receive will be perfectly transmitted to you and otherwise limit the effectiveness of the services we provide. In light of these challenges we make absolutely no warranties regarding the services we provide. SP human or technical errors may impact your business, messages may not be accurately transmitted, information relayed may not be accurate or timely. By accepting these Terms and entering into this Agreement you understand that SP is not responsible to you for any damage or loss that you suffer arising out of a failure of SP’s services.THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS ARE PROVIDED “AS IS.” WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by SP, your sole remedy for such reliance is against the third person making such representation or warranty.By accepting these terms and conditions you are acknowledging that you have read this WARRANTY DISCLOSURE and that you agree to its terms and conditions.
- IF WE HAVE A DISPUTE, HOW IS IT RESOLVED?
If you have a problem with our service or have a dispute with us we ask you to contact us immediately. We take pride in providing excellent customer service.By accepting these terms and conditions you agree that you must contact us in a good faith attempt to resolve any dispute before advising your bank or card company of a dispute or disagreement regarding a bill. You agree that you will promptly bring any dispute or problem to our attention within twenty eight (28) days of the problem or issue occurring. You agree that if you fail to bring any problem or dispute to our attention within twenty eight (28) days, you waive the right to bring a dispute or complaint through your credit card company, bank or other electronic payment source.If we are not able to resolve any dispute, the following provisions apply:Governing Law: You Agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
Jurisdiction and Venue: You and SP agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a Florida court with jurisdiction sitting in Hillsborough County, Florida, United States of America. You and SP each waive any objection you or SP may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.
Jury Trial: You waive your right to have a trial by jury.
- CONTINUED USE & PERSONAL LIABILITY.
You agree that these terms and conditions shall apply retroactively to the time you first used any SP service. You personally agree to pay all fees and costs to AnswerFirst, billed or incurred for the provided services, interest, collections costs, attorney fees, equipment leases, setup fees, account maintenance fees and/or deposits, upon receipt of statement or invoice.
Prior or subsequent writings, waivers, notices and oral agreements between you and SP shall not operate to change or void these provisions, even if they state or could be construed otherwise, unless in writing signed by a duly authorized SP officer. Employees of SP have no authority to bind SP or to execute any such writings. Without limiting the foregoing notations on checks and other payments shall have no legal force and effect. Any conflict between these terms and conditions and any other writings shall be resolved in favor of the terms and conditions herein set forth. Waiver of any of these terms and conditions by SP in any one or more instances or occasions shall not operate or be construed as a waiver on any subsequent instance or occasion. Further, in the event any word, phrase, sentence, paragraph, provision or sub part of this agreement is unenforceable or void as a matter of law, this shall not affect the other provisions herein stated.
- LIMITATION OF LIABILITY.
IN NO EVENT SHALL SP, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (iii) NON PERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (vi) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF SP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SP ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNTS (1) WILL BE UNINTERRUPTED OR ERROR FREE; (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS; (3) IS SECURE; OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNT.IN NO EVENT SHALL SP, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM the USE OF THE SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE SERVICES.IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, SP SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND SP AGREE THAT IN NO EVENT SHALL LIABILITY OF SP TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABILITY.YOU AND SP AGREE THAT THIS SECTION 26 OF THE AGREEMENT, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND SP. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, SP WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU.
THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
By accepting these terms and conditions you are acknowledging that you have read this LIMITATION OF LIABILITY section and that you agree to its terms and conditions.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SP, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON’S USE OF ANY ACCOUNT OR PIN YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF SP OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.By accepting these terms and conditions you are acknowledging that you have read this INDEMNITY provision and that you agree to its terms and conditions.