Online Agreement for Terms and Conditions of Use
The following terms and conditions govern the provision of all services (the “Services”) by 1-844-WHO-IS-IT, LLC, a Wyoming corporation doing business as 1-844-WHO-IS-IT ,or the agent of the foregoing (collectively, “COMPANY”) to the individual or entity that contracts for or requests any such services of the COMPANY through the COMPANY website. By agreeing to these Terms and Conditions (the “Terms”), you authorize COMPANY to charge the credit card(s) you provide to COMPANY for monthly payments or invoices for all such services requested. Any toll free numbers (ie: 800/844/855/866/877/888 numbers that you may select are referred to in these Terms as the “Numbers.”
- Services. Customer hereby subscribes to the Services selected by Customer through this site, and to the prices and rates for such selected Services specified therein. It is the responsibility of the Customer to inform COMPANY of any area code changes and/or prefix changes to the Numbers that may affect the Services.
- Service Area. Customer acknowledges that COMPANY provides services to other customers and third parties using the same Number. Customer will receive calls through the Number only from calls that originate in the area codes specified by Customer in its request order or when the prefixes specified by Customer on the request order are used by a caller. The Customer may request an expansion of the selected service area by emailing COMPANY at: 1844WHOISIT@MAIL.COM
- Billing. Upon completion of the Order Form and acceptance of these Terms, Customer will be billed a pro- rated amount at the rate specified in the Order Form for the number of days remaining in the current month for Services, the monthly amount for the minute plan selected by Customer on the Order Page, plus any applicable setup fees as set forth on the Order Form. Customer will be billed the normal monthly rate for Services plus any additional minute plan charges on the first day of each subsequent month and COMPANY will charge the Customer’s credit card on file on that date. If the number of minutes used in any given month exceeds the prepaid minute plan, service will continue, and clients will be billed for any minutes used beyond the prepaid plan according to the rate plan selected by Customer. Unused minutes in any given month do not rollover to the next month.
- Payment. Customer agrees to pay all bills promptly when due. By agreeing to these Terms, Customer authorizes COMPANY to charge Customer’s credit card and any credit cards that are added to Customer’s account in the future, if any, the amount of Customer’s monthly bill on the first day of each month during the Term. Failure to pay within 10 days after the first day of any month during the Term will result in termination of Services. A reconnect fee in the amount of $99.00 will be charged by COMPANY and must be paid in advance in order to reinstate the Services in the event of such termination for non-payment. Interest shall accrue at the rate of 1% per month on all amounts not paid within 10 days of the billing statement and processing charges will apply if a payment is declined ($10 per credit card decline, $20 per returned EFT and $25 per returned check). If collection efforts are required, Customer shall be liable for all cost of collection, including reasonable attorney’s fees.
- Term; Termination. This agreement will remain in effect from the date the Order Form is submitted and these Terms are accepted for the period of time specified by Customer in the Order Form and will automatically renew for subsequent periods equal to the period of time specified by Customer in the Order Form if Customer does not provide written notice to COMPANY by email to: 1844WHOISIT@MAIL.COM at least fifteen (15) days prior to the end of the then-current term (the “Term”) specifying that Customer does not want to renew. Customer may terminate the Services at any time for any or no reason by providing written notice of termination to COMPANY. In the event of termination pursuant to the immediately preceding sentence, Customer shall pay COMPANY a Termination Fee equal to the sum of all monthly licensing fees remaining on the contract or $2,500.00, whichever is less. This is not a penalty but is a liquidated damage fee and is based upon the reasonable estimate of COMPANY’S likely damages as a result of Customer’s early termination of the Services. Customer will pay all amounts, due up to and including the expiration or termination date. Any and all rights associated with the number selected and/or used by Customer will be retained by COMPANY. COMPANY may terminate the Services at any time by providing thirty (30) days advance written notice to Customer at the email address or mailing address provided to COMPANY by Customer.
- Ownership. Customer acknowledges that COMPANY is the end-user of the Numbers and retains any and all rights as such. COMPANY will have total and complete control of who carries Intra/Inter LATA traffic. Any and all rights to the Numbers will be retained solely and exclusively by COMPANY and Customer shall have nor retain any rights to any such Numbers in any way or fashion whatsoever. Customer shall have no rights to move or “port” any of the Numbers utilized by Customer under this or any other Agreement with the COMPANY. If Customer attempts to remove or removes any Number from its current RespOrg, COMPANY reserves the right at its sole and absolute discretion to charge Customer an inconvenience fee of $500 upon the first instance, $1,000 upon the second instance and $5,000 for any instance thereafter. Customer acknowledges COMPANY’s right, title, and interest in and to the Numbers and will not at any time do or cause to be done any act or thing contesting or in anyway impairing or tending to impair any part of that right, title, and interest. In connection with Customer’s use of the Numbers, Customer will not in any manner represent that it has any ownership in the Numbers and Customer acknowledges that use of the Numbers will not create in Customer’s favor any right, title, or interest in or to the Numbers. In addition, COMPANY reserves all right, title and interest to any and all slogans and artwork created by COMPANY for the use of Customer. All such rights and interest shall remain with COMPANY at the end of Customer’s contract or term or upon termination of Customer’s relationship with COMPANY for any reason whatsoever, or no reason.
- Restrictions; Representations of Customer. Customer shall not use the Services for any unlawful purpose. Customer is expressly prohibited from using the Services to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, national or other law. Customer may not use the Services to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of such right by holder. Customer represents that Customer is at all time in compliance with all applicable laws, regulations, or conventions including those related to data privacy, international communications, and exportation of technical or personal data.
- Indemnification. COMPANY assumes no liability to Customer with respect to the Customer’s usage of the Numbers. Customer hereby agrees to defend, indemnify, and hold harmless COMPANY from any and all claims or assertions of any kind, including all expenses and attorneys’ fees in defense of any claims or assertions, arising out of or relating to Customer’s use, activities, any negligent or intentional acts by and/or on behalf of Customer including, but not limited to, any claim of product liability, trademark infringement or unfair competition, Customer’s use of the Numbers, Customer’s breach of these Terms, any use by Customer or a third party of Customer’s account or in connection with the placement or transmission of any message, information, software or other content using the Services.
- LIMITATION OF LIABILITY. As a material inducement for COMPANY to provide the Services to Customer, Customer agrees that UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ANY LIABILITY OF COMPANY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR SERVICES UNDER THIS AGREEMENT.
- DISCLAIMER OF WARRANTIES. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES TO CUSTOMER AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF THE GOODS OR SERVICES PROVIDED. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
- Governing Law; Attorneys Fees. The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of Wyoming, excluding conflict of law’s provisions. Customer hereby agrees that the state courts of Wyoming shall be the sole and exclusive jurisdiction of any and all suits or actions necessary to enforce the terms and conditions of this Agreement or otherwise arising out of this Agreement and hereby consents to the jurisdiction of the state courts located in County, Wyoming. If suit or action is instituted to enforce any of these Terms, the prevailing party shall be entitled to recover attorneys’ fees and reasonable costs of such action and appeal of such suit or action, in addition to all other sums provided by law.
- Changes to Terms. COMPANY reserves the right to change monthly programming, routing, termination, licensing, program origination, and “per-call” surcharges in accordance with its shared usage and other programs at renewal of the Term by providing at least thirty (30) days advance notice to Customer prior to expiration of the then current Term.
- Consents and Waivers. The failure of COMPANY at any time to require, insist upon or enforce performance of any provision hereof shall not be construed as a waiver or affect its right at a later time to enforce the same. No waiver by a Party of any condition or any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver of any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.
- Severability. In the event that any of the provisions contained in this agreement, or any part thereof, are hereafter construed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.
- Miscellaneous. This Agreement inclusive of the Order Form represents the entire agreement between the parties on the subject matter hereof and supersedes all other discussions or agreement between them related thereto. No modification of, or waiver under, this Agreement will be effective unless in writing and signed by all parties to this Agreement. All notices hereunder shall be in writing and delivered to the respective parties at the contact information provided by the parties. Customer shall ensure that COMPANY has the correct and most up to date contact information for Customer. Notice shall be deemed to have been deemed delivered (i) when received, if in writing and delivered personally or upon confirmed receipt of facsimile or email transmission, (ii) one (1) day following deposit with a recognized overnight delivery service for overnight delivery with return receipt or (iii) three (3) days following deposit via certified US mail. If any part of these Terms is unenforceable, the remainder of the Terms shall continue in full force and effect. Notwithstanding any provision contained in this Agreement, neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions of this Agreement are delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; fires; floods; nuclear incident; acts of God; terrorism; government action; or, without limiting the foregoing, any other causes not within its control and which, by the exercise of reasonable diligence, it is unable to prevent. This clause shall not apply to the payment of any sums due under this Agreement by either party to the other. This agreement may not be assigned by Customer without prior written consent from COMPANY.