Terms Of Service

These Terms of Service (“Terms”) are a contract entered into between PMG Marketing, LLC, with its principal place of business at 2477 Valleydale Road, Birmingham, AL 35244, USA, (“PMG” or “CallMAX 360”), and the individual and/or entity or agent (“User” or “you”) identified in the service application submitted during the enrollment registration process. These Terms, along with the CallMAX 360 Privacy Policy, hereby incorporated by reference into these Terms, are the general terms and conditions governing User’s use of the electronic communication, document generation, data collection, storage, and hosting services (collectively the “Service”) made available by PMG through the CallMAX 360 360 web site currently published at www.CallMAX 360.net (“Site”), and/or made available in whole or in part through any embedded application or third party partner web site or web portal. These Terms of Service are posted and made available for review from the CallMAX 360 website. PMG may make changes to these Terms, effective immediately upon posting, and continued use of the Service constitutes User’s acceptance of any such changes. In addition, when using particular PMG services, User and PMG shall be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time.

READ THESE TERMS CAREFULLY BEFORE SUBMITTING AN APPLICATION FOR REGISTRATION TO USE THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR ANY PART THEREOF, YOUR ONLY REMEDY IS TO REFRAIN FROM USING THE SERVICE. BY USING THE SERVICE, YOU INDICATE YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED, WITHOUT QUALIFICATION OR LIMITATION, THESE TERMS.

  1. Registration

1.1 The Service requires a provisioned “Account” through which the Service may be accessed and used. In order to obtain a provisioned Account from CallMAX 360, you must: (i) acknowledge that you have read and accepted these Terms of Service; (ii) provide a valid e-mail address to which you have right and permission to access and read e-mail communications; and (iii) provide any other information required by CallMAX 360 during the enrollment registration process.

1.2 You represent and warrant to CallMAX 360 that the information provided by you in the enrollment registration process is accurate and complete and that you will promptly update your Account and profile information during the term of this Service.

1.3 If you are registering on behalf of an entity, you represent and warrant to CallMAX 360 that you have full right, power, and authority to bind such entity as the User to these Terms, including, without limitation, the use of the Site, collection, storage, and use of hosted data.

1.4 You are responsible for maintaining the security of your Account and password necessary to access your Account. It is important that you prevent unauthorized access to your Account and information by using a unique, secure, and protected password and limiting access to your password and your device. You are encouraged to change your password periodically, which you may do by accessing the “My Password” screen under the “My Account” portion of the Service. CallMAX 360 cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You are solely responsible for any breaches of security affecting your network or the servers under your control. We will never e-mail you to ask for your password or other Account information. If you receive such an e-mail, do not reply with your Account information, and please forward the e-mail to us at legal@pmgmarketing.net. You should notify CallMAX 360 via e-mail at support@pmgmarketing.net immediately of any unauthorized use of your password or Account or other security breach affecting the Service.

1.5 You are responsible for all data, information, and content (collectively “Content”) you may post on the Site, or use in conjunction with this Service, including activity that occurs under your Account (even when Content is posted, provided, or submitted by others who have separate user login access under your Account). Personally identifiable information (“PII”) submitted by you shall be subject to the CallMAX 360 Privacy Policy published at the CallMAX 360 Site or otherwise furnished to the User and fully incorporated in these Terms by reference.

1.6 CallMAX 360 reserves the right to refuse registration of, or cancel immediately and without notice, accounts it deems inappropriate.

1.7 One person or entity may not maintain more than one free CallMAX 360 Service Account. Accounts registered by automated methods, agents or “bots” are not permitted and represent a violation of these Terms of Service.

2. Use, Restrictions, and Responsibilities

2.1 User must use the Service at all times strictly in accordance with all policies, domestic and international laws and regulations, including without limitation those relating to the use of the Internet, electronic communications, anti-spam, privacy, obscenity, defamation and applicable export laws. CallMAX 360 reserves the right, but assumes no responsibility or obligation, to monitor your conduct and use of the Service. CallMAX 360 may, at its own discretion, take action to remediate any problems caused by violations (or alleged violations) of these Terms, including but not limited to, suspension of access (in part or in whole) to the Service and/or suspension or termination of the User’s Account.

2.2 You must comply with all domestic and international laws and regulations applicable to bulk or commercial e-mail with respect to your use of the Service. User represents and warrants to CallMAX 360 that it will use the Service in full compliance with the CAN-SPAM Act, including but not limited to:

2.2.1 User will not use false or misleading e-mail header information. The CallMAX 360 Service does not allow the manipulation of any e-mail header information by the User. The User agrees not to use e-mail relays or other agents in conjunction with the Service to deploy or send e-mail in any way that generates false or misleading e-mail header information.

2.2.2 User will not use deceptive subject lines. This means that any subject line attached to any e-mail sent in conjunction with use of the Service must clearly relate to the content of the e-mail. CallMAX 360 policy and federal law prohibit the use of deceptive or misleading subject lines.

2.2.3 User will use and apply the Opt-Out mechanism of the Service to any e-mail sent through the CallMAX 360 mail servers to provide a clear, easy to use, and fully functional unsubscribe method for the recipient of e-mail.

2.2.4 User will provide a valid physical postal address within the content of the message using the mechanism of the Service. The CAN-SPAM law requires that the “sender of the e-mail” (i.e. the person or company identified in the “From” label) to display a physical postal address within the content of the message. The CallMAX 360 Service provides this function automatically in the standard footer on all e-mail composed and sent through the Service. CallMAX 360 requires that ALL Users of the Service provide a valid and accurate postal address for this purpose.

2.3 In addition, you may not send any Unsolicited E-mail by use or means of the Service. “Unsolicited E-mail” is any electronic communication sent to persons other than: (i) persons with whom you have an existing business relationship; or (ii) persons who have consented to the receipt of such e-mail, including publishing or providing their e-mail address in a manner from which consent to receive e-mail of the type transmitted may be reasonably implied.

2.3.1 At CallMAX 360’s request as needed to respond to an e-mail related complaint, you will promptly provide CallMAX 360 information you have available documenting the business relationship or consent of the complainant, and will otherwise reasonably cooperate with CallMAX 360 in responding to such complaints and mitigating the effect on the Service or CallMAX 360’s (or its service provider’s) network.

2.3.2 You must have procedures in place to allow a Prospect, Lead, or Recipient of e-mail to easily revoke their consent to receiving e-mail, such as through an opt-out link in the body of the e-mail. The CallMAX 360 Service automatically provides such an opt-out link via its standard e-mail footer method. These policies apply to all electronic communications sent in conjunction with using the Service, including e-mail sent through CallMAX 360’s servers and sent through Microsoft Outlook (or Lotus Notes) by use of the downloaded connector of the Service.

2.3.3 CallMAX 360 may, but is not required to, test or otherwise monitor your compliance with these requirements and may block the transmission of e-mail that violates these provisions.

2.4 In using the features of the Service, User may provide private information (such as name, contact information, or other registration information or PII) to CallMAX 360. CallMAX 360 may use this information and any technical information about User’s use of this web site to tailor its presentations to User, facilitate User’s navigation through the Site, or communicate separately with the User. All such private information is subject to the CallMAX 360 Privacy Policy.

2.5 These Terms of Service are an agreement for use of the Service made available through the Site. All content on this Site, including, without limitation, the text, graphics, layout, images, icons, logos, buttons, illustrations, video, audio, and software, is protected by copyright or trademark law. As a user of the Site, we grant you a limited, nontransferable, nonsublicensable, nonexclusive, revocable, and personal license to access and use the Site solely as permitted by these Terms. Except for this limited license, we do not grant you any other rights or licenses with respect to this Site, and such rights and licenses are expressly reserved to us. User will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service or any software, documentation, or data related to the Service (“Software”); modify, translate, or create derivative works based on the Service or any Software; or copy (except for archival purposes), distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or any Software; use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels, or build a competitive product or service. PMG may revoke the license granted herein at any time, with or without notice, and with or without cause. While using the Site, you agree that you will not:

  • Violate any laws, third-party rights, or our Terms or Policies;
  • Manipulate or interfere with the Site and/or the content on the Site;
  • Circumvent or manipulate any security features or bypass measures we may use to prevent or restrict access to the Site or portions thereof;
  • Distribute viruses or any other technologies that may harm the Site or the interests or property of its users;
  • Use any robot, spider, scraper, or other automated means to access or monitor the Site for any purpose without our express written permission;
  • Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large loan on our infrastructure;
  • Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
  • Use the Site to send altered, deceptive, or false source-identifying information; or
  • Copy, modify, or distribute content from the Site or otherwise violate any person’s or entity’s copyrights or trademarks.

2.6 In the course of navigating the Site and using the Service, User may provide CallMAX 360 with feedback, including, but not limited to, suggestions, observations, errors, problems, and issues regarding the Service and Site (collectively “Feedback”). You hereby grant to CallMAX 360 a worldwide, irrevocable, perpetual, royalty-free, transferable, and sub-licensable, non-exclusive right to use, copy, modify, distribute, display, perform, create derivative works from, and otherwise exploit all such Feedback.

2.7 You must obtain, at your own expense, the appropriate Internet connections and equipment needed to access and use the Service. You also must use reasonable security precautions in connection with your use of the Service.

3. Modifications

3.1 PMG retains the right to change the form and functionality of the Site without prior notice to you. We also retain the right to create limits on and related to use of the Site in our sole discretion at any time with or without notice. We may impose limits on the Site or aspects of the Site or restrict access to parts of or the entire Site without notice or liability. We may change, suspend, or discontinue any parts or the entire Site at any time, including the availability of any feature or content. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any part thereof. Unless explicitly stated otherwise, any modifications that augment or enhance the current Site shall be subject to these Terms. We further reserve the right to modify our pricing and will notify you when this occurs.

4. Termination and Fees

4.1 User may terminate the Service at any time, by providing thirty (30) days written notice prior to the commencement of the next renewal term either by sending an e-mail message to support@pmgmarketing.net or by sending written notice to: PMG Marketing, LLC, 2477 Valleydale Road, Birmingham, AL 35244, USA. Termination notice will still be bound by term length designated on the signed order form. Orders will automatically renew unless written notice of termination is sent at least thirty (30) days prior to the commencement of the next renewal term unless specifically designated on the order form.

4.2 CallMAX 360 may, in its sole discretion and without notice to you, suspend or terminate your Account or remove any content transmitted via the Service. You must cooperate with CallMAX 360’s reasonable investigation of any suspected or alleged violation of the Policy. CallMAX 360 will attempt to contact the primary User of the Account by e-mail prior to suspension of access to the User’s Account, however, prior notification is not assured and CallMAX 360 has no obligation of prior notification. Upon termination of access to the Site, your right to use or access the Site will immediately cease. Termination of access to the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to us or any third party. You agree that we shall not be liable to you or any third party for any termination of access to the Site. You are strictly responsible for the use of the Service by you or by means of your Account in violation of this Policy, including use by your employees, customers and agents, and including unauthorized use (but not including unauthorized use that results from CallMAX 360’s material failure to perform its obligations under the Terms of Service).

4.3 Upon termination for any reason, CallMAX 360 may, at its sole discretion, delete any User archived data within thirty (30) days after the date of termination. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, indemnity provisions, warranty disclaimers, and limitations of liability.

4.4 If User does not log into its account for more than ninety (90) days, the Account may become inactive. When an Account is classified (at CallMAX 360’s sole discretion) as inactive, PMG will notify User by e-mail. INACTIVE ACCOUNTS HAVE THIRTY (30) DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA, INCLUDING TRACKING RESULTS, MAY BE PERMANENTLY REMOVED FROM THE CallMAX 360 DATA STORE.

4.5 Service Fees. IN ADDITION TO ALL OTHER FEES AND CHARGES ASSOCIATED WITH THE SERVICE, YOU MAY BE CHARGED A MONTHLY SERVICE FEE FOR 911/E911 SERVICE (THE “E911 SERVICE FEE”). THE E911 SERVICE FEE IS ASSESSED ON A “PER-LINE” (I.E. PER PHONE NUMBER) BASIS, AND WILL BE SET AT A LEVEL THAT REIMBURSES PHONE.COM FOR THE DIRECT COSTS WE INCUR IN PROVIDING 911 SERVICE, INCLUDING EXPENSES WE INCUR, EITHER DIRECTLY OR INDIRECTLY, IN THE FORM OF STATE, COUNTY OR MUNICIPAL 911 SURCHARGES, 911 AUTOMATIC LOCATION INFORMATION (ALI) DATABASE STORAGE, LINE INFORMATION DATABASE AND CALLER ID (LIDB/CNAM) EXPENSES, AND ANY OTHER TAXES OR SURCHARGES DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE PROVISION OF SERVICE TO YOU. WE RESERVE THE RIGHT TO MODIFY, REDUCE, INCREASE, AND/OR INTERMITTENTLY APPLY OR REMOVE THE E911 SERVICE FEE FROM TIME TO TIME TO REFLECT CHANGES IN OUR COSTS AND/OR COMPLIANCE PROCEDURES WITH APPLICABLE REGULATIONS. THE E911 SERVICE FEE MAY NOT BE REFLECTED IN YOUR BILL FOR THE FIRST SEVERAL BILLING CYCLES, WHICH SHOULD NOT BE TAKEN AS AN INDICATION THAT SUCH FEE WILL NOT BE APPLIED IN THE FUTURE.

4.6 Port Away Fees: In the event you decide to port your numbers to another carrier you will be subject to a $25.00 per number port-out fee.

5. Warranty Disclaimer

5.1 We cannot guarantee continuous or secure access to our Services, and the operation of the Site may be interfered with by numerous factors outside of our control. PMG operates the Site to provide information that may be helpful to you. However, we cannot guarantee that all information on the Site will be accurate or timely at all times. YOU USE THE SERVICE AT USER’S OWN RISK. CallMAX 360 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND CallMAX 360 DISCLAIMS, AND YOU EXPRESSLY WAIVE, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF PROPRIETARY RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY AND ALL WARRANTIES FOR THE SECURITY, AVAILABILITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF CONTENT INCLUDED ON THE SITE AND ANY WARRANTIES THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR VIRUS-FREE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. CallMAX 360 MAKES NO WARRANTY THAT: (i) THE SITE OR THE SERVICE WILL MEET YOUR EXPECTATIONS; (ii) THE SITE AND SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) ANY ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED.

6. Limitation of Liability

6.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR PERSONAL INJURY OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY CallMAX 360, YOU UNDERSTAND THAT CallMAX 360 AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND PROPERTY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT, TO THE FULLEST EXTENT PERMITTED BY LAW, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE) OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN FORESEEN. You acknowledge and agree that the Service may be subject to limitations, delays, temporary outages, and other problems inherent to the use of the Internet or caused by computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, or acts of God, and that CallMAX 360 is not responsible for any damage, harm, or losses resulting from such problems.

6.2 NO CLAIM MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER PARTY WITH RESPECT TO ANY EVENT, ACT, OR OMISSION THAT OCURRED MORE THAN TWO (2) YEARS PRIOR TO THE TIME SUCH CLAIM ARISES. THIS PROVISION DOES NOT EXTEND ANY STATUTE OF LIMITATIONS THAT WOULD OTHERWISE APPLY.

6.3 TO THE FULLEST EXTENT PERMITTED BY LAW, PMG SHALL NOT BE LIABLE FOR DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE, OR ILLEGAL CONTENT OR CONDUCT. THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

6.4 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES, THE EXCLUSION OF DAMAGES, OR THE LIMITATION OF LIABILITY, SO SUCH DISCLAIMERS, EXLCUSIONS, AND LIMITATIONS MAY NOT APPLY TO YOU OR MAY BE LIMITED IN THEIR APPLICABILITY TO YOU.

6.5 The limitations of damages and liability set forth above are fundamental elements of the basis of the bargain between PMG and the User. The CallMAX 360 Site and the Service would not be provided by PMG without such limitations.

7. Export of Services or Technical Data

7.1 User may not, and agrees not to, remove or export from the United States or allow the export or re-export of the Site and/or Service, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

8. Indemnity

8.1 User agrees to defend, indemnify and hold the Site and its affiliates, agents, employees, and licensors harmless from any claim, suits, demand, liabilities, losses, settlement, judgment, damages, costs, and expenses (including reasonable attorneys’ fees) made by any third party due to or arising out of: (i) your use or misuse of the Site; (ii) your connection to the Site; (iii) your violation of these Terms or any other policies on this Site; or (iv) your violation of any law or the rights of a third party. We shall promptly notify you of such claim, and we shall be entitled to participate in the defense of such claim without waiving or reducing any of your obligations to defend, indemnify, or hold us harmless. You shall also indemnify us for any expenses incurred in enforcing this Section.

8.2 CallMAX 360 will charge you, and you agree to pay, its reasonable hourly rate for recovery resulting from breach of these Terms plus the cost of equipment and material needed to: (i) investigate or otherwise respond to any suspected violation of these Terms; (ii) remedy any harm caused to CallMAX 360, its service provider, or any of its customers by your violation of these Terms or the use of your Account in violation of these Terms; (iii) respond to complaints, including complaints under the Digital Millennium Copyright Act; (iv) respond to subpoenas and other third party requests for information as described in these Terms; and (v) have CallMAX 360’s (or its service provider’s) Internet Protocol numbers removed from any “blacklist” or other abuse databases or other service provider’s e-mail blocking systems.

9. Miscellaneous

9.1 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

9.2 Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties barring any written waiver, modification, or contrary or supplemental agreement signed by both parties.  Barring any such writing signed by both parties, there Terms supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms to the extent they are contrary to these Terms. Any subsequent waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

9.3 No agency, partnership, joint venture, or employment is created as a result of these Terms, and User does not have any authority of any kind to bind CallMAX 360 in any respect whatsoever.

9.4 In the event of any litigation arising from breach of this agreement, or the services provided under this agreement, PMG Marketing, LLC shall be entitled to recover from the customer all reasonable costs incurred including staff time, court costs, attorneys fees, and all other related expenses incurred in such litigation.

9.5 Our failure to act with respect to a breach by you or others or to exercise, in any way, any right provided for herein, does not waive our right to act with respect to subsequent or similar breaches and shall not be deemed a waiver of any such right or further rights hereunder. We do not guarantee we will take action against all breaches of these Terms.

9.6 These Terms are not assignable, transferable, or sublicensable by you, except with our prior written consent. We may assign these Terms in whole or in part at any time, in our sole discretion, without your consent.

9.7 These Terms shall be treated as though they were executed and performed in the State of Alabama (USA) and shall be governed by and construed in accordance with the laws of the United States of America and of the State of Alabama without regard to conflicts of laws principles or the laws of your actual state or country of residence. These Terms shall be interpreted in accordance with their fair meaning and not strictly for or against any party. All legal proceedings arising out of or in connection with these Terms shall be brought solely in the federal or state courts located in Shelby County, Alabama, and User expressly submits to the jurisdiction of, and venue in, such courts. User further consents to extra-territorial service of process.

9.8 PMG makes no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with all laws and regulations.

9.9 Clicking on “I agree”, signing the CallMAX 360 agreement, or otherwise using the Service constitutes your electronic signature to these Terms of Service and your consent to enter into agreements with CallMAX 360 electronically or manually. User agrees that CallMAX 360 may send in electronic form any notices or other communications relating to the Service (“Notices”) to you, at CallMAX 360’s option, to the e-mail address that you provided during registration (or such other e-mail address of which you notify CallMAX 360 as provided in paragraph (1.1) above) or by posting the Notice on the applicable Service or otherwise on the Site. The delivery of any Notice from CallMAX 360 is effective when sent, regardless of whether or when you read the Notice or whether you actually receive the delivery. All agreements completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

10. PAYMENT TERMS.

(a) Customer agrees that if a Service Order submitted by Customer is accepted by Provider, Customer shall pay all charges and amounts associated with the Service(s) and Customer’s account(s), regardless of whether such amounts result from fraudulent or unauthorized activities by third parties. Customer shall comply with Providers billing and payment policies that are in addition to the provisions set forth herein, as the same may change from time to time in Provider’s sole discretion.

(b) Customer shall be responsible for accurately providing Provider with Customer’s valid payment information, including the payment method, and maintaining and updating the same at all times.

(c) Customer shall ensure that all amounts billed hereunder are available each time Provider attempts to charge or debit any account designated for such purposes. Provider shall charge Customer a service fee in the amount of $30.00 each time Provider attempts to charge or debit such designated account and such charge or debit is rejected due to insufficient funds.

(d) If Provider charges Customer for Service(s) pursuant to these Terms of Service and Customer places a chargeback with its credit card company for any reason, Provider shall charge Customer a fee in the amount of $150.00. In addition, Provider shall consider credit card chargebacks as fraud if it believes that the amounts charged to Customer’s account were proper pursuant to these Terms of Service. Provider will pursue all criminal and civil remedies available to recover losses incurred as a result of Customer’s chargeback.

(e) Customer hereby waives any and all claims, actions or suits against Provider, and its parent companies, Affiliates and subsidiaries, and such entities’ employees, officers, directors and shareholders, and releases the same from any errors, omissions and/or liabilities that may arise due to the processing of aforementioned charge or debit transaction.

(f) CUSTOMER ACKNOWLEDGES THAT PROVIDER WILL NOT, NOR IS IT RESPONSIBLE TO, MONITOR CUSTOMER(S) ACCOUNT FOR FRAUDULENT OR UNAUTHORIZED ACTIVITIES, OR ACTIVITIES THAT MAY RESULT IN INCREASED COSTS TO CUSTOMER. CUSTOMER AGREES THAT IT IS ENTIRELY RESPONSIBLE TO MONITOR ALL ACTIVITIES ATTRIBUTED TO ITS ACCOUNT(S). IF CUSTOMER BELIEVES THAT ANY SERVICE IS BEING USED IN A FRAUDLENT OR UNAUTHORIZED MANNER THROUGH ITS ACCOUNT, THEN CUSTOMER MUST NOTIFY PROVIDER OF SUCH ACTIVITIES AND PROVIDER WILL REASONABLY ASSIST CUSTOMER TO PREVENT SUCH INDIVIDUALLY IDENTIFIED ACTIVITIES.

(g) Customer shall pay charges in addition to those charges normally associated with the Consumption of the Service(s) in those circumstances in which costs and expenses are generated by Customer and incurred by Provider, including but not limited to: (i) costs associated with Provider’s employees, agents or third parties assisting Customer with problems relative to Customer’s network, equipment or service outage if Provider determines that the outage was not a result of Provider’s network or facilities; and (ii) excessive costs associated with Provider’s employees, agents or third parties compliance with criminal, quasi criminal or civil subpoenas, court orders, and/or the like, that relate to Customer or third parties that access and/or use the Service(s) by and through the Customer.

(h) Provider may require Customer to commit to and pay a minimum monthly fee for certain Services. Such minimum commitment shall be set forth on the respective Order Form. Customer acknowledges that if a minimum commitment is required by Provider at the time the Service(s) is purchased, Customer shall be responsible for and shall pay the minimum monthly fee throughout the Term of the Service(s), regardless of whether Customer actually consumes any of the Services.

(i) Customer is responsible for and must pay any applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges now in force or enacted in the future, as well as other additional costs that may arise as a result of the Customer’s consumption of the Service(s). Similarly, Provider may pass through to Customer taxes and fees owed by Provider to the extent permissible by law. Said amounts, if any, are in addition to set-up fees or charges associated with the consumption of the Service(s). If Customer is exempt from paying any taxes or fees, Customer must provide documentation, acceptable to Provider, certifying that Customer is exempt. Tax exemption will only apply from and after the date Provider acknowledges Customer’s exemption request. Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising out of any exemption claimed by Customer.

(j) As a condition of accepting a Service Order, providing Service(s) to Customer or continuing to provide Service(s) to Customer, Provider may require Customer to make a security deposit, which shall be due upon Provider’s written request. Upon termination of Services, Provider may apply such deposit to any fees, charges or other amounts unpaid by Customer.

(k) Provider may permit Customer to provide to Provider one or more payment facilities, including one or more credit facilities or credit card accounts, which may be provided in writing, through a secure internet based facility, or otherwise, to be used for payment of any amount due from Customer to Provider. Provider may draw any amount due from Customer to Provider from any payment facility provided by Customer.

(l) For certain Services, Provider may provide invoices and related billing notifications to Customer by email. Provider will provide such invoices and related billing notification emails to one or more emails provided by Customer. Customer agrees that it is responsible to provide desired email addresses to Provider. Provider accepts no responsibility for invoices or related billing notifications that are not received by Customer due to an improper email address being provided by Customer and Provider accepts no responsibility for sending invoices or related billing notifications to any Customer provided email address. Provider accepts no responsibility for any interruption in Services or other harm caused to Customer due to one or more invoices or related billing notifications that are not received by Customer because the invoice or related billing notification was sent to an improper email address provided to Provider by Customer.

(m) Provider may immediately suspend, restrict or terminate the Service(s)s, without notice or liability, if Provider does not receive payment of all amounts billed to Customer by the required due date and/or all amounts that must be prepaid in order to continue the provision of the Service(s). In addition, Provider may add interest charges to any past-due amounts at a rate equal to the lesser of 2.5% per month or the maximum rate allowed by law, prorated for each day payment is past due. Service suspension or cancellation will result in Customer’s loss of the numbers associated with the Service(s). Acceptance of late or partial payments (even if marked “Paid in Full” or with other restrictions) shall not waive any of the rights of Provider to collect the full amount of the charges for the Service(s). Customer agrees to reimburse Provider for reasonable attorneys’ fees, and any other costs associated with collecting delinquent or dishonored payments. Provider may assess reinstallation charges against Customer in the event the Provider suspends, restricts or terminates the Service(s) as a result of Customer’s nonpayment or breach of this agreement.

(n) If Customer has prepaid for the Service(s), such Service(s) shall be immediately suspended without notice at the time the fees for Customer’s consumption of Service(s) has reached the prepayment amount. Customer is entirely responsible to monitor its consumption of Service(s) and replenish any prepayment amounts when necessary to continue using the Service(s).

(o) If Customer desires to port a number either to or from Provider’s Network, Customer shall execute and/or deliver to Provider all documents and information requested by Provider, including, but not limited to, all required Letters of Authorization (“LOA”). Customer acknowledges and agrees that Provider shall have the right to refuse to port any number to or from its network for any reason. Customer agrees that Provider, in its sole discretion, may port a number to any Third Party Vendor selected by Provider in order to provide the Service(s), and that Provider may be required to be named as the Customer of Record for such number. Provider will make reasonable commercial efforts to execute all port requests; however, Provider has no control over any porting process (either to or from Provider’s Network). As such, Provider makes no guaranties or warranties that a number will be ported on a particular day, or that a submitted port request will actually result in the number being ported. Provider will inform Customer of port dates when such dates are known to Provider. Provider reserves the right to change the port date in its sole discretion. Customer agrees to comply with all applicable rules, regulations and orders, including but not limited to all FCC and public utility commission rules regarding number porting. Provider makes no warranty that the Service(s) associated with a number will be uninterrupted or error free during any porting process. Customer acknowledges that, if any account associated with the number being ported is canceled or suspended prior to the port date, such number may not be eligible for porting. It is Customer’s sole responsibility and obligation to timely cancel its account(s) with the provider from which the number is being ported, and Customer shall be solely responsible for any contractual obligations it has with such provider and any applicable fees and charges, including early termination fees. Number porting is done at the Customer’s sole risk. Under no circumstances shall Provider be liable for any damages, including, without limitation, loss of profits, associated with porting or not porting a number. Customer agrees to indemnify and hold Provider, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising out of any number port requested by Customer, including those arising from any slamming complaints. Customer agrees to comply with all LNP policies established from time to time by Provider. Provider may modify its LNP policies at any time with or without notice to Customer and customer agrees to comply with all such modifications. Customer agrees that it shall pay a port-out fee of $25.00 per number for any number(s) ported away from the CallMAX 360 network.

This document was last updated on January 10, 2017.