TERMS OF SERVICE AGREEMENT
SIGNING UP FOR SITCO’S VOIP SERVICE CREATES A CONTRACT BETWEEN YOU AND US, CONSISTING OF THE SERVICE AGREEMENT, THIS AGREEMENT, AND ANY APPLICABLE ADDENDUMS.
BY DOWNLOADING, INSTALLING, OR USING ANY SITCO SERVICES, YOU AGREE TO ABIDE BY AND COMPLY WITH THIS AGREEMENT, AND THAT YOU ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT.
YOU UNDERSTAND THAT 911 SERVICE IS ONLY PROVIDED BY SITCO IP DESK PHONES, AND THE OTHER SITCO SOFTWARE APPLICATIONS AND SERVICES DO NOT PROVIDE 911 SERVICE. IF YOU SUBSCRIBE TO ONE OF THE OTHER SITCO SOFTWARE APPLICATIONS OR SERVICES, YOU MUST MAKE ALTERNATIVE ARRANGEMENTS TO PLACE 911 CALLS, SUCH AS USING A TRADITIONAL WIRELINE OR CELLULAR TELEPHONE, AND YOU SHOULD NOT RELY ON SITCO TO CALL 911.
SITCO SOFTWARE APPLICATIONS AND SERVICES ARE INTENDED FOR GENERAL BUSINESS USE ONLY. THEY ARE NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE OR RESALE AS EQUIPMENT OR SERVICES IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE (E.G., EMERGENCY MEDICAL CARE, ALARM SYSTEM MONITORING, HAZARDOUS ACTIVITIES) OR IN WHICH THE FAILURE OF THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. SITCO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES OR SERVICES.
This Agreement governs your use of Sitco services (“Services”).This Agreement is between SIT-CO LLC and its affiliates (“Sitco”) and the legal entity you represent by signing up for any Service, using the Service, or downloading, installing, or using any Application (“You”). If You are an individual entering this Agreement on behalf Your company, You represent and warrant that You have the authority and are competent to do so.
IMPORTANT E911 DISCLOSURE
The Federal Communications Commission (“FCC”) requires that Sitco, like all Voice Over Internet Protocol (“VoIP”) service providers, inform its customers of any differences between the E911 access capability available with Hosted VOIP as compared to the E911 access capability available with traditional telephone service. (A copy of this FCC order is available at http://www.fcc.gov/cgb/voip911order.pdf.) We ask that you carefully read this E911 Disclosure Addendum and understand how these differences affect your ability to access E911 services. If you have any questions or concerns about the information contained in this Disclosure, or if you do not understand anything discussed in this Disclosure, please contact Sitco Technical Support.
By using Sitco services you are affirmatively acknowledging that (1) you have read and understood this E911 Disclosure, (2) you understand that you may not be able to contact emergency services by dialing 9-1-1 using Hosted VoIP, and (3) you understand that you must inform users of Hosted VoIP that they may not be able to contact emergency services by dialing 9-1-1 using Hosted VoIP.
You may obtain a copy of the FCC regulation and accompanying E911 VoIP decision in Docket No. 05-196 at the following link: http://www.fcc.gov/cgb/voip911order.pdf.
HOSTED VOIP E911 SERVICES MAY NOT OPERATE DURING A POWER OUTAGE. In the event of a commercial power outage your phones will lose power causing a loss of voice and data service, including access to E911 services. Once power service is restored, you may be required to reset or reconfigure your equipment before you will be able to use Hosted VoIP to contact E911 services. You are responsible for providing an uninterruptible backup power supply if you wish to ensure continued operation of electrical equipment in the event of a power outage.
HOSTED VOIP E911 SERVICES WILL NOT OPERATE IF YOUR BROADBAND CONNECTION IS DISRUPTED OR Hosted VOIP HAS BEEN SUSPENDED FOR ANY REASON, INCLUDING, FOR EXAMPLE, NON-PAYMENT. Once your broadband connection and Hosted VoIP have been restored, you may be required to reset or reconfigure your equipment before you will be able to use Hosted VoIP service to contact E911 services.
YOU MUST PROVIDE SITCO WITH YOUR CORRECT SERVICE ADDRESS OR Hosted VOIP E911 SERVICES CALLS MAY BE ROUTED TO EMERGENCY PERSONNEL WHO WILL NOT BE ABLE TO ASSIST YOU OR MAY NOT BE PROCESSED AT ALL.
HOSTED VOIP E911 SERVICES CALLS MAY NOT COMPLETE OR MAY BE ROUTED TO EMERGENCY PERSONNEL WHO WILL NOT BE ABLE TO ASSIST YOU IF YOU DISABLE, DAMAGE OR MOVE PHONES TO A LOCATION OTHER THAN THE SERVICE ADDRESS YOU PROVIDED TO SITCO WHEN SERVICE WAS INITIATED. If you wish to move to a new service address or report damage to your phones, please call Sitco Technical Support at 812-473-3600 during the hours of 8 a.m. to 5 p.m. CST time, Monday � Friday.
HOSTED VOIP E911 SERVICES CALLS MAY BE DELAYED OR DROPPED DUE TO NETWORK ARCHITECTURE. Due to network congestion or problems, calls to E911 services made using Hosted VoIP may be dropped or unable to be completed in which case you will not be connected to emergency services, or your E911 calls may take longer to connect than E911 calls made using traditional telephone service.
IN ADDITION, YOU SHOULD MAINTAIN ALTERNATE MEANS OF CONTACTING E911 SERVICES AND YOU MUST INFORM YOUR Hosted VOIP USERS OF THESE ALTERNATE MEANS.
2. End User License and Restrictions
Sitco grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the Sitco Services and Applications in strict accordance with this Agreement. All rights not expressly granted under this Agreement are retained by Sitco.
No Grant of Rights to Third Parties and No Resale. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Applications or Services or any part thereof without Sitco’s prior written consent. If You are interested in reselling products or services offered by Sitco, You are encouraged to join Sitco’s referral network.
No Modifications. You agree not to undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Applications or Services, or any parts thereof, including without limitation causing the Applications to connect to any computer server or other device not authorized by Sitco or in a manner not authorized by Sitco.
New Versions of the Software. Sitco, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Applications and Services. In addition, You and Sitco acknowledge that no Third-Party has any obligation whatsoever to furnish maintenance or support services with respect to the Applications or Services and that Sitco is solely responsible for the provision of maintenance and support as provided in this Agreement and your Services Agreement.
3. Use Policies
You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Sitco’s ability to provide high quality Services to other customers, prevents or restricts other customers from using the Services, or damages any Sitco’s or other customers’ property. If Sitco finds that You are using the Services for anything other than the permitted uses in this Agreement or for any of the prohibited uses in this Agreement, Sitco may at its sole discretion terminate Your Service and charge You any applicable fees for the Services used plus damages caused by Your improper use. Prohibited uses include, but are not limited to:
- Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.
- Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (“spamming”), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes.
- Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
- Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.
- Transmitting any material that may infringe, misappropriate, or otherwise violate the foreign or domestic intellectual property rights or other rights of third parties.
- Violating any U.S. or foreign law regarding the transmission of technical data or software exported through the Services.
- Utilizing the Services in excess of what, in Sitco’s sole discretion, would be expected of normal business use, including without limitation allowing more than one user to use a single VoIP line or using a single VoIP line in excess of what would be expected of a single user.
- Using the Services in any way that interferes with other customers’ and third parties’ use and enjoyment of the Services or use the Services in any manner which disrupts, prevents or restricts any other customer from using the Services.
- Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this Use Policy.
You further understand and agree that:
- You shall be solely liable for any transmissions sent through the Services under Your Account, including the content of any transmission sent through the Services under Your Account.
- You will abide by all applicable Sitco policies, procedures, and agreements related to the Services.
- You shall not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means.
- Your use of the Services is subject to all applicable local, state, national, and international laws and regulations.
- Sitco’s services exclude international calling, which is available for an additional fee.
- Are issued on a “one (1) user per line basis”, meaning that only one registered user may be assigned to use the Services for any one line.
Plans also may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses applicable to all Services):
- Trunking or forwarding Your Sitco number to (an) other phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
- Spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail or faxes simultaneously).
- Bulk call-in lines (e.g., customer support or sales call centers, “hotlines”, 900 numbers, sports-line numbers, etc.) unless prior arrangements have been made.
- Auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls).
In addition, unusually high usage of the Services may impair Sitco’s ability to provide high quality Services to others and/or indicate unauthorized use of the Services, in which case Sitco may suspend or terminate Your Account or, upon prior notice, convert Your Account to a metered calling plan that charges higher usage rates.
Sitco reserves the right to add to, modify or amend this Use Policy at its sole discretion.
4. Unsolicited Advertisements
The transmission of unsolicited calls, using the Services for broadcasting, and/or transmitting unsolicited fax advertisements is illegal under federal law, including the Federal Telephone Consumer Protection Act of 1991 (http://ftp.fcc.gov/cgb/consumerfacts/unwantedfaxes.html), and under a number of similar state laws. Distribution of unsolicited voicemail, broadcast, and fax advertisements through the Services is prohibited. You shall not use the Services to send or transmit any unsolicited communications or advertisements and understand that, if You do, Sitco may immediately terminate Your right to use the Services without liability of any kind.
5. Taxes, Charges, and Fees
Generally. Please note that all prices, taxes, surcharges, and fees are subject to change at any time. You are responsible for paying all charges for Your Account, including but not limited to toll -free, local, long distance, international, additional feature charges, 411 and operator assisted charges, and directory assistance charges, and for all taxes, surcharges, and fees imposed on you or us as a result of your use of the Service. Sitco also reserves the right to charge termination and transfer fees consistent with each plan’s terms and conditions and as provided in this Agreement.
Taxes, Charges, and Fees. All fees for Services advertised or otherwise listed on the Website are exclusive of any federal, state, local sales, and similar taxes or fees and administrative or recovery fees or charges (collectively “Taxes and Fees”). You agree to pay all Taxes and Fees and/or similar liabilities that may now or hereafter be levied on the Services which are chargeable to or recoverable from customers by any federal, state, local, or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by Sitco, whether or not mandated by law or regulation.
6. Billing and Payment
Sitco reserves the right to perform a credit/background check as part of the qualification process prior to order placement. Any applicable 1-time estimates/charges, usage, monthly recurring charges, and other fees are billed in full in advance. Support charges, long distance, international calling, equipment return fees and transfer charges, if any, are billed in arrears.
Bill Accounts will be invoiced on the 1st day of the month prior to the start of each regular monthly service period. Exceptions may include the initial or final invoice for a particular service. Payment is due prior to the beginning of the service period billed. If a payment in any form is recovered or otherwise not paid by Customer’s financial institution, there will be a Returned Payment Fee.
Billing will commence on Customer’s Activation Date (i.e. the day Sitco declares Customer’s VOIP Services installed.) Customer will be financially responsible for all service time thereafter unless Sitco is notified within fifteen (15) days of an outstanding issue which Sitco deems to justify service credit. Sitco charges for its service continuously regardless of whether or not Customer is using it. This is also true of accounts that are frozen (denied access) due to non-payment.
Sitco reserves the right to terminate Bill Accounts that remain past due for more than 30 days at its final discretion. Upon termination, services on the account will be discontinued and all files will be removed from Sitco’s servers without further notice. Any applicable Termination Fees will be applied and due at that time.
Acceptance of late or partial payments (even if marked “Paid in Full” or with other such verbiage) shall not waive any of Sitco’s rights to collect the full amount of Customer’s charges for the service. Payments not received by the date due, in U.S. dollars, shall accrue interest at a rate of 0.5% per month, or the highest rate allowed by applicable law, whichever is higher. Customer must notify Sitco in writing within fifteen (15) days after receiving Customer’s Invoice if Customer disputes any Sitco charges on that Invoice or such dispute will be deemed waived. Billing disputes should be directed to Sitco in one of the following manners:
Customer agrees to reimburse Sitco for reasonable attorneys’ fees and any other costs associated with collecting delinquent or dishonored payments.
7. Equipment and Return Policy
To use the VOIP Service, You may need to purchase phones, headsets, or other equipment (collectively, “Equipment”). All equipment returns are subject to approval from Sitco’s Vendors. If returns are approved, Sitco will charge actual restocking fees charged by Sitco’s Vendors. You are responsible for all return shipping charges for any hardware returned to Sitco for any reason, including situations in which hardware is covered under warranty.
8. Account Ownership
The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with Sitco. Subsequent changes to ownership must be supported by appropriate legal documentation. Sitco shall not adjudicate ownership-related disputes, or any other internal business dispute. If Sitco is unable to determine the valid owner of the Account, Sitco reserves the right to suspend or terminate the Account and Services.
9. Number Porting and Availability
Sitco will use reasonable efforts to facilitate number transfers or port requests for You, provided that You comply with the necessary and specific procedures for porting between service providers. You acknowledge and understand that number porting depends on the cooperation of third parties outside of Sitco’s control. Accordingly, You agree that Sitco will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.
Sitco works with third party carrier(s) who, on Sitco’s behalf, port telephone numbers in accordance with applicable Regulatory Rules and Industry Guidelines. Sitco’s third-party carrier(s) require very specific and detailed information and requirements when completing a port request. Please be informed that You will be required to provide such detailed and specific information to complete a port request. You understand that porting Your number out of Your Account does not automatically terminate Your Sitco Account.
Number porting is defined and regulated by the Federal Communications Commission (FCC). Visit http://www.fcc.gov/cgb/NumberPortability to learn more about number porting.
Sitco cannot guarantee requested telephone numbers will be available, that Your existing provider will port Your number, or that circumstances beyond Sitco’s control will not prevent or delay a successful port of Your number for the Services. You should not order any printed material, such as business cards or stationery, showing a telephone number, or issue any press releases or otherwise publicize any telephone number until that telephone number becomes active on Your Account. Sitco shall not be liable for reimbursement for press releases, business cards, and/or stationery under any conditions.
You understand and agree that Sitco may from time to time need to change the telephone or facsimile number assigned to You (this would only be due to a mandatory area code split or similar). Sitco shall not be liable for any damages (including consequential, special damages or other damages) to You in the event that it needs to assign You a new telephone number.
10. Storage of User Information
You agree that Sitco has no liability whatsoever for the deletion or failure to store any call log information, call recordings, voicemails, faxes, e- mails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that Sitco may establish limits as to the size of communications that Sitco transmits or stores and the duration for which Sitco stores any communications.
11. Recording Conversations
Certain Sitco Services provide a function that allows You to record telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, You are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Sitco expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Sitco from and against any damages or liabilities of any kind related to Your recording of any telephone conversations using the Services.
Sitco provides customer and technical support to You for the Services. Sitco will use reasonable efforts to troubleshoot and resolve issues reported by You but does not make any representations or guarantees that Sitco will be able to fully resolve any such issues.
Sitco is only responsible for support on issues directly related to our Services. It is Your responsibility to obtain support for issues such as: Cabling issues, customer owned CPE such as switches or other networking devices, Internet services, or any other item that is not within Sitco’s control. If Sitco troubleshoots or performs an on-site service call and determines the problem is outside of normal responsibility, standard hourly labor rates may be billed to You. Additional terms may be listed on your Services Agreement.
13. Operator Assisted Calling, 311, 511, and other X11 Calling
The VOIP Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). The VoIP Service may not support 311, 411, 511, and/or other X11 calling (other than 911 as specified in this Agreement) in one or more service areas.
14. Additional Terms for Directory Listing Service
Sitco offers a directory assistance listing Service (“Directory Assistance Listing”) associated with Your assigned toll free and/or local number Account, for which the following additional terms shall apply. By subscribing to Directory Assistance Listing, Sitco will share certain information about Your Account with third-parties as reasonably necessary to provide phone directory assistance (“Listing Information”). This information may include, without limitation, Your company name, address, and phone numbers. This information will be published in, and made publicly-available through, third-party directory assistance listing services, to be selected by Sitco or third-party service providers in their sole discretion. You hereby permit and grant Sitco a irrevocable, non-exclusive, royalty-free, fully paid-up license to use and disclose Your Account information for these purposes. You further acknowledge that by subscribing to Directory Assistance Listing, Your Listing Information may enter the public domain and that Sitco cannot control third parties’ use of such information obtained through Directory Assistance Listing. You represent and warrant that the information provided in Your Account, including without limitation Your company name and address, are true and accurate, and shall remain true and accurate (whether by updating such information or otherwise), at all times that You use the Services.
You may opt out of Directory Assistance Listing at any time. You acknowledge, however, that Sitco may not be able to have Your Listing Information removed from some or all third-party directory assistance listing services that have already received Your information. You agree that Sitco is under no obligation to have Your Listing Information removed from any third-party directory assistance listing service already in receipt of such information.
Sitco bears no responsibility or liability for any cost, damages, liabilities, or inconvenience caused by calls made to Your telephone number; materials sent to You; inaccuracies, errors, or omissions with Listing Information; or any other use of such information. For the avoidance of doubt, Sitco shall not be liable to You for any use by third parties of Your Listing Information obtained through Directory Assistance Listing, including without limitation the use of such information after You have opted out of Directory Assistance Listing.
15. COPYRIGHT AND TRADEMARK; COPYRIGHT INFRINGEMENT; DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE
Our Web site content, our materials, services, logs, service marks and trademarks are protected by trademark, copyright, or other intellectual property laws, and international treaty provisions. Infringement by you may result in civil or criminal prosecution.
To the maximum extent permitted by applicable law, You shall indemnify and hold harmless, individually and collectively, Sitco, its affiliates, agents, resellers, and other providers who furnish goods and services to You in connection with the Services, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute resolution expenses) arising from or related to (1) the use of or reliance upon the Applications or Services by You or any third party acting upon Your permission, knowledge, authority or direction, (2) a breach of this Agreement by You, (3) any negligent acts, omissions to act or willful misconduct by You or any third party acting with Your permission, knowledge, authority or direction, (4) the inability to use the Applications or Services or failure or outage of the Applications or Services for any reason, including but not limited to those related to calling, “911” or other emergency responders, (5) the use of the Applications or Services in connection with a violation of any applicable law, code, regulation, or ordnance, and/or (6) the misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, intellectual property rights (including patent, trademark, copyright, and trade secret rights), rights of privacy, and rights of publicity and personality.
Your license to the Applications and Services is provided for a term specified in Your Services Agreement (the “Term”). The initial Term begins on the date that Sitco deems your services Activated.
The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to You unless You notify Sitco customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in Your Services contract.
For avoidance of doubt, the provisions of this Agreement relating to intellectual property ownership, customer representations, confidentiality, use policies and restrictions, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, non-disparagement, additional software licenses, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by law.
You are purchasing the Service for the full length of the applicable Term. If You terminate the Services prior to the end of Your Term, You are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, taxes, and fees, including any applicable disconnection fee. In addition, You will not be entitled to a refund for any unused portion of prepaid Term charges.
You understand and acknowledge that if You cancel the Services prior to the end of Your initial term, cancellation or termination fees, or phone, hardware, and other equipment fees may apply. You hereby agree to be liable for any and all such fees, costs, and charges.
You understand and agree that Sitco may at any time, and without additional notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services if:
- Sitco determines that You have materially breached this Agreement.
- Sitco determines that You have verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives.
- Sitco determines that You did not or will not reasonably comply or cooperate with any applicable law or regulation.
- Sitco is ordered by law enforcement or other government agencies to suspend or terminate Service to Your Account.
- Sitco determines that such action is necessary to protect, maintain, or improve the Services; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect Sitco, its customers, or other third parties affiliated with Sitco; or for any other good cause.
Upon any termination or suspension of Your Account, Sitco may immediately deactivate or delete Your Account and all related information and files in Your Account and/or restrict any further access to such files, information, or the Applications or Services. Sitco shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Applications or Services.
If Sitco terminates or suspends Your right to use the Services due to a violation of this agreement, You are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, taxes, and fees, including any applicable disconnection fee. In addition, You will not be entitled to a refund for any unused portion of prepaid Term charges.
19. Force Majeure
Sitco shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Sitco’s reasonable control.
20. Warranty Disclaimer
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND SITCO 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 OR ANY COUNTRY. SITCO MAKES NO WARRANTY ON UP-TIME, RESPONSE TIMES, LATENCY, MEAN-TIME BETWEEN FAILURES, QUALITY OF SERVICE, AND/OR QUALITY OF VOICE OR FAX COMMUNICATIONS. SITCO EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES ARE APPROPRIATE FOR HIGH-RISK OR OTHER ACTIVITIES WHERE FAILURE OF THE SERVICE COULD RESULT IN SERIOUS HARM TO PERSONS OR PROPERTY. SITCO MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. SITCO IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL. SITCO IS NOT RESPONSIBLE FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD PARTY NETWORK USED IN CONNECTION WITH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SITCO, ITS EMPLOYEES, RESELLERS, PARTNERS, OR AFFILIATES OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
ALTHOUGH EVERY EFFORT IS MADE TO ENSURE THAT VOICEMAILS AND FAX TRANSMISSIONS ARE SECURE, SITCO MAKES NO GUARANTEES OF SECURITY. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT SITCO CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
21. Limitation of Liability
IN NO EVENT SHALL SITCO BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SITCO HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SITCO. SITCO’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE MONTHLY FEES SITCO CHARGED YOU DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, at Sitco’s option, three (3) days following the date deposited in regular United States Mail, postage prepaid, and addressed to Your current address on Your Account. You are responsible for notifying Sitco of any changes in Your contact information or address through by contacting your Account Executive or Technical Support at 812-473-3600.
Written notice to Sitco shall be effective when directed to Sitco’s Legal Department and received at Sitco’s then-current address as posted on Sitco’s Website. Your notice must specify Your name and Account information. All notices from You to Sitco must be made in writing.
Sitco may assign this Agreement and any of its rights and obligations hereunder at any time. You may not transfer or assign this Agreement or any of Your rights or obligations under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.
24. Future Changes to this Agreement
We may change the terms of this Agreement from time to time upon delivery of electronic or written notices to You. Sitco generally provides written notice of changes to Your account, including this Agreement and any other legal agreements, via email, USPS, or on Your billing statements. You agree to carefully read and review each such e-mail notice and billing statement from Sitco fully regarding any such notices of changes to Your Account.
The modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of this Agreement. You agree that you are solely responsible for making sure that Your registered email account is current and functional.
25. Interpretation of this Agreement
This Agreement, including the documents incorporated herein, constitutes the entire agreement between You and Sitco with respect to the Applications and Services and supersedes all prior or contemporaneous understandings regarding such subject matter.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.
The failure of Sitco to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or any other provision.
Nothing in this Agreement shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties hereto.
You agree and acknowledge that any breach of the provisions regarding intellectual property ownership contained in this Agreement shall cause Sitco irreparable harm and Sitco may obtain injunctive relief and seek all other remedies available in law and in equity.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (1) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (2) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (3) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
26. Governing Law
This Agreement and Your use of the Applications and Services shall be governed by and construed under the laws of the State of Indiana and the United States without regard to its conflict of law rules.