Legal

General Terms and Conditions

By establishing an account and/or by using any of the Dial 800 Services described above, you agree to be bound by these Terms and Conditions (“Terms”). The terms “we”, “us”,” our”, and “Dial” refer to Dial 800 and/or one of its affiliates or contracting parties. The terms “you”, “your”, or “Client” refer to the customer. We may revise, amend, or modify the non-economic Terms at any time and in any manner upon 30 days prior written notice to you. Economic Terms may only be revised, amended, or modified by Dial after the expiration of the Term of this Agreement.

1. Services. Dial 800 is a service bureau that provides toll-free numbers and software-as-a–service marketing tools. The Services we shall provide you are listed on the Service Order Form and any other attachments to this Agreement (“SOF”).

2. Number. “Number” is defined to mean all Toll-Free number(s), if any, listed on SOF. Dial is either the Customer of Record (“COR”), and/or has the right, subject to applicable tariffs, to use the Number throughout the North American Numbering Plan (“NANP”). If for any reason Dial ceases to become COR or otherwise loses right to provide the Number, we may no longer be able to provide to you the Number. If this occurs, you agree to release us, and any third party, from any liability and/or damage(s) you may suffer as a result of no longer having the Number available for your use. You are not COR and will not become COR; therefore you cannot unilaterally assume control over the Number, or change carriers or “Responsible Organization”. You shall comply with all of our policies and requirements with respect to the use of the Number. If you are no longer using the Number, or are in violation, delinquent of payment, or in default of any term of this Agreement, then you shall no longer have the right to use the Number, and shall immediately take any actions necessary to return full and complete use of the Number to Dial.

3. Payment Obligations. Payment is due prior to Activation of your account. You agree to pay us the Charges listed on the SOF including applicable payphone surcharges, taxes, long distance (i.e. Canada, AK, HI and territories of Caribbean) and other regulatory related charges within 15 days of the date of your monthly invoice. All set up and monthly recurring charges including minute plans are billed in advance of the next billing cycle, and telephone usage overage, applicable taxes, etc. are billed in arrears. You will be billed a minimum of one minute for each call. If you have authorized payment for Services by credit card or electronic checking, no additional notice or consent is required before we charge your credit card for all amounts, (including any late charges, applicable taxes or other regulatory related charges) due to us. If we take action to receive payment beyond invoicing you for charges for Services, you must pay our costs and expenses of collection, including attorneys’ fees and expenses, the fees of any collection agency and court costs. Acceptance of late or partial payments (even if marked “paid in full”) does not waive our right to collect all amounts that you owe us and/or terminate Services. We may bill an additional charge to reinstate a suspended or terminated account. In addition to any other remedies under this Agreement, any sum not paid by Client to Dial within thirty (30) days of the date of invoice shall incur a late charge of the greater of $100 or six percent (6%) of the sum due in addition to interest as allowed by law. Client and Dial agree that the foregoing is reasonable and appropriate.

4.Term; Termination. The term of this Agreement shall begin on the day we notify you that your service is active (“Activation”) (usually 5-10 business days after the mutual execution of the Agreement) through the Term listed on the SOF. Upon the expiration of the Term, you can either extend the Term on such terms as are mutually agreeable to Dial and you (and be bound for the balance of the Term, as extended), or, in the alternative, not extend the Term, in which case Dial shall have the right to terminate this Agreement at any time or modify the terms of this Agreement in its sold and absolute discretion.  Upon expiration of the Initial Term, this Service Agreement shall automatically renew for a term equal to the initial term unless terminated by either Party upon Thirty (30) days’ prior written notice. Notwithstanding the foregoing, this Service Agreement shall remain in force so long as Dial800 continues to provide any Services under any Addendum or Service agreement.  If you choose not to extend the term, you will only be responsible for charges through the date of cancellation.  Any usage charges until that point will be calculated and billed on your final invoice.

5. Default. The following shall be deemed to be events of default under this Agreement: (i) any failure to perform any of the obligations of Client under this Agreement, including the failure to pay in full any sum due within fifteen (15) days of the date due (i.e., thirty (30) days from date of invoice); (ii) Your assignment or attempted assignment of the Agreement or any interest therein, without Dial’s prior written consent; (iii) an order, notice or any instruction by a government entity with appropriate jurisdiction that the services or the relationship between Client and Dial are contrary to law or regulation; (iv) misuse, abuse, illegal or fraudulent use of the Number; (v) Client’s insolvency, corporate reorganization, arrangement with creditors, receivership, dissolution or institution of bankruptcy proceedings by or against you; (vi) Your taking any action to wrest or interfere with Dial’s control of the Number; and (vii) Your claim of any rights to the Number other than those rights stated in this Agreement. Upon an event of default under this Agreement, in addition to any other rights or remedies available to Dial at law or in equity, Dial shall have the right upon written notice to you to terminate this Agreement. Upon the termination of this Agreement, you shall no longer have the right to use the Number, and we shall have the right to immediately offer the Number to other parties in your Service Area. You shall not be reimbursed any portion of its Setup or Licensing Fees to the extent paid. If we terminate this Agreement, you hereby release us from any loss caused by the termination and/or failure to enter into a new Agreement, including but not limited to monies spent on advertising, marketing, and/or promotion of the Number or its business.

6. Los Angeles Communication Users Tax. For clients located within the boundaries of the City of Los Angeles, telecommunications services will be subject to a communication users tax as described on the City of Los Angeles’ Office of Finance website. For more information, visit the following links: http://finance.lacity.org/ communication-users-tax-cut-information-effective-march-15-2008.

7. Limitation on Liability; Indemnification. No partner, manager, member, officer, director, shareholder or agent of Dial shall be liable hereunder for the failure by Dial to perform any of its obligations hereunder. In no event shall we be liable for loss of profits, consequential or punitive damages; damages shall be limited to reimbursement of Licensing Fees during the period Client can prove any damage occurred. Your use of our Service creates no joint venture or partnership between us and we shall have no control over or any knowledge of the conduct of your business. You agree to indemnify, defend and hold us harmless from all cost, expenses, claims or actions arising from or relating to your use of our Services and, if applicable, the Number.

8. Disclaimer. We are not a telephone company or internet provider, and you are therefore aware that Dial cannot guarantee network or internet service quality; you hereby release Dial from all liability relating thereto. You understand that some phone numbers of Callers (“Callers”) we provide you may appear on the Federal and/or State Do Not Call Registry (“Registry”) and it is your responsibility to check the Registry prior to calling back these Callers. Dial 800 provides software permitting clients to record calls. Client is aware that there are local, state and federal laws, rules and regulations regarding the recording of telephone calls, including but not limited to the obligation to notify the caller that the call is being or may be recorded. Dial800 assumes no liability for Client’s failure to comply with such local, state and federal laws, rules and regulations, and Client hereby indemnifies, defends, protects and holds Dial800 harmless of and from any and all liability relating thereto. Prior to printing, displaying or publishing the numbers Client agrees to test call each number licensed, provided or managed by Dial to ensure proper connection and routing. Dial800 is not responsible for any lost profits, lost revenue, advertising expenses or any other expenses associated with the use or misuse of any number or services provided by Dial800.

9. Notices. Notices shall be in writing to the other party, by: return receipt email, facsimile, overnight or certified mail to the signatories on the Service Order form, unless the parties are subsequently notified of any changes regarding the aforementioned.

10. General. This Service is governed by and construed under the laws of the state of California without regard to choice of law principles. You agree to submit yourself to the personal jurisdiction of the courts of the state of New Jersey. Venue for any action shall be in Bergen County, New Jersey. The successful party in any action shall be entitled to recover its legal fees, court costs and litigation expenses. If either of us does not enforce any right or remedy available herein, that failure is not a waiver of the right or remedy for any other breach or failure by the other party. Our waiver of any requirement in any one instance is not a general waiver of that requirement and does not amend these Terms. If any parts of these Terms are held invalid or unenforceable, that part is interpreted consistent with Applicable Laws as nearly as possible to reflect the original intentions of the parties and the rest of these Terms remains in full force and effect. Section headings are for descriptive purposes only and are not used to interpret these Terms. These Terms and Conditions replace all prior written or spoken Terms, representations, promises or understandings between you and us with respect to your use of our Services. Notwithstanding any other provision in any agreement to the contrary, Dial shall have the right to disclose to the public the fact that Client is a client of Dial. The provisions of the Terms that are contemplated to be enforceable shall survive your termination of Service. These Terms are subject to any applicable federal and state law (collectively, “Applicable Laws”). If there is a conflict, Applicable Laws shall govern these Service Terms.

11. General. Compliance for outbound calling- The customer acknowledges there are state and federal laws and regulations such as TCPA and others regulating outbound calls for marketing and solicitation, and agrees to understand and comply with these laws and holds harmless RingSquared LLC and its affiliates, successors and assigns.

12. Dial800 may, at its sole discretion, monitor the usage of any User at any time. Such monitoring may include but not be limited to, the review of data and information that Users store on Company systems. The Company can be expected to report activities that are or appear to be illegal to law enforcement or other governmental authorities for their possible investigation and prosecution. The Company can be expected to cooperate with law enforcement and other governmental authorities in order to satisfy any laws or regulations. 3. If the Company determines, in its reasonable discretion, that User’s use of any Service(s) provided to User by the Company violates any applicable law, rule or regulation, the Company may suspend or terminate any and all Service(s) immediately upon as much prior notification to User as is practicable under the circumstances, if any. User will indemnify and hold the Company harmless from and against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees (including, without limitation, reasonable attorneys’ fee) which may be incurred by User, the Company or any third-party relating to or arising from User’s use of the Company Service(s). In addition, User will also indemnify, defend and hold the Company harmless from any and all claims (including claims by any Governmental Authority seeking to impose penal sanctions) relating to User’s use of the Company’s Service(s). Firm Start Date (optional): If the above Firm Start Date (“FSD”) is blank, your account will be activated in 3 to 5 business days from the mutual execution of this Agreement. Requests for a FSD after the mutual execution of this Agreement may be refused at our total and absolute discretion. Acceptance of a FSD subsequent to this Agreement will require a mutually executed Addendum to this Agreement, which may include a rush fee. I AGREE THAT I WILL NOT ADVERTISE THE TOLL-FREE NUMBERS PROVIDED BY DIAL800 UNTIL: 1) Dial 800 notifies me that the numbers are active, AND 2) I have placed successful test calls to each of the numbers.

Number and Routing Testing Recommendations

Please test ALL phone numbers to ensure that proper connection and routing is in place for your calls. All numbers provided or managed by Dial800 must be thoroughly tested and called by client prior to printing, displaying, advertising, or publishing the numbers. Dial800 is not responsible for any lost profits, lost revenue, or any other expenses associated with the use or misuse of any number or services provided by Dial800.