Terms of Service.
These terms of service (which we'll refer to below as the "Agreement") are a contract between you and AnywhereWorks, Inc. dba AnswerForce (which we'll refer to below as just "AW"). This Agreement will govern your use of AW's products and services and all other aspects of your commercial relationship with AW, so please read it carefully. By using or continuing to use AW's products and/or services, you agree to each of the terms and conditions below.
In exchange for the payments associated with the plan you've selected, AW will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by AW's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without AW's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that the software and systems through which AW delivers the Services are proprietary to AW and shall in all events remain the exclusive property of AW.
After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (e.g., the written messages that AW's agents take on your behalf) (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize AW to provide access to the Services to any person who presents your Credentials. AW may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to AW, you authorize AW to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to AW's provision of the Services.
In order to deliver the Services, AW needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that AW may (i) patch calls from third parties to you to the telephone number(s) that you provide to AW for those purposes; (ii) create and maintain written records of messages from third parties to you that AW takes on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to AW for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to AW in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to AW; and (vii) take all other steps that are reasonably necessary in order for AW to deliver the Services. You agree to inform AW immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, AW will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.
You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.
BILLING AND PAYMENT
You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize AW to collect from you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by AW's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.
You agree to pay to AW the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize AW to send your invoices to the primary email address you provided during sign-up, and to inform AW immediately and in writing of any change to that email address or your other billing information. If you have provided AW with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize AW to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize AW to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform AW immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from AW.
term and termination
This Agreement will continue on a month-to-month basis until you or AW terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or AW may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, AW may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or AW's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of AW's right to enforce, any obligation that arose during the term of this Agreement.
disclaimer of warranties, remedies, and indemnification
EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, AW FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, AW cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; AW expressly disclaims any and all warranties to that effect.
AW'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO AW OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL AW BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
You agree to indemnify, defend, and hold harmless AW from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by AW as a result of, or in connection with, any third party claim or cause of action against AW (including, but not limited to, all attorneys' fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement.
This Agreement supersedes all previous agreements between you and AW, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the full, final, and entire agreement between you and AW regarding this Agreement's subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, AW shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and AW or any of AW's employees or other agents.
This Agreement will be construed in accordance with, and all claims relating in any way to your commercial relationship with AW will be governed by, the laws of the United States and the State of North Carolina, excluding the latter's rules regarding conflict of laws. Any dispute arising out of or related in any way to this Agreement, an alleged breach thereof, or any other aspect of your commercial relationship with AW shall be settled exclusively by binding arbitration to take place in North Carolina under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator(s) in any such arbitration shall have full authority to decide and rule on all aspects of the dispute, including, but not limited to, the issue of the dispute's arbitrability. You further agree (i) that you will not assert any class, collective, or representative action claims against AW, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) in arbitration and will not seek to represent the interests of any other person or entity.
A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by AW. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. AW may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you, and that you may not assign this Agreement without AW's written consent.