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