Version dated : 28/02/2025
THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) SET FORTH THE TERMS AND CONDITIONS UNDER WHICH RINGOVER INC. REGISTERED IN THE STATE OF DELAWARE WHOSE REGISTERED OFFICE IS LOCATED AT 185 ALEWIFE BROOK PARKWAY STE 210 CAMBRIDGE MA 02138, WHOSE TRADE NAME IS “QUICKTALK”, GRANTS TO THE CUSTOMER (“CUSTOMER”, AND TOGETHER WITH RINGOVER, THE “PARTIES”, AND EACH, A “PARTY”) THE RIGHT TO USE THE QUICKTALK SERVICE, WHICH SHALL BE SET FORTH IN FURTHER DETAIL IN THE APPLICABLE APPENDIX 1 ATTACHED TO THIS AGREEMENT (THE “SERVICES”). BY ACCESSING OR USING THE SERVICES, BY CLICKING A BUTTON OR CHECKING A BOX MARKED “I AGREE” (OR SOMETHING SIMILAR), YOU SIGNIFY AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. QUICKTALK RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT PURSUANT TO THE TERMS HEREIN. This is a contract between Ringover Inc. and Customer. If Customer is a company, organization, or other entity, then you represent and warrant that you are an authorized representative of Customer with the authority to bind Customer to this Agreement, and that you agree to this Agreement on the entity’s behalf.
“Aggregated Statistics” means data and information related to Customer’s and its
Authorized Users’ use of the Services that is used by Quicktalk in an aggregate and anonymized
manner, including to compile statistical and performance information related to the provision and
operation of the Services.
“Authorized User” means each of Customer’s employees, consultants, contractors, and
agents (i) who are authorized by Customer to access and use the Services under the rights granted to
Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased
hereunder.
“Customer Data” means, other than Aggregated Statistics, information, data, and other
content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf
of Customer or any Authorized User through the Services.
“Documentation” means Quicktalk’s user manuals, handbooks, and guides relating to the
Services provided by Quicktalk to Customer either electronically or in hard copy form.
“Quicktalk IP” means the Services, the Documentation, and any and all intellectual
property and other proprietary materials provided by or on behalf of Quicktalk to Customer or any
Authorized User in connection with the foregoing. For the avoidance of doubt, Quicktalk IP includes
Aggregated Statistics and any information, data, or other content derived from Quicktalk’s
monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
“Subscription” means the contractual whole consisting of these GTCS&S and its Appendices.
“Effective Date” means the date of signature hereof by the parties.
“Incident” means the total interruption of the Service, as determined and measured by QUICKTALK.
“Confidential Information” means all information that is designated as confidential or which ought reasonably to be
regarded as confidential having regard to the nature of the information and the circumstances of disclosure including
the terms hereof and (including prices), business and marketing plans, technology and technical information, product
plans and designs, and business processes disclosed by such party.
“Quicktalk Numbers ”means the telephone numbers allocated to the Customer at the time of Registration for the
Service and/or when using the Service and/or the telephone numbers allocated to Users by the Customer under the
Accesses.
“Services” means all the services provided by QUICKTALK accessible on the Platform as described in Appendix 1.
“Subscription” means the process by which the Customer takes steps to benefit from the
Service with Quicktalk.
Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Quicktalk hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein and the privacy policy available at https://www.quicktalk.com/en-ca/pricing. Such use is limited to Customer’s internal business purposes. Quicktalk shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
Documentation License. Subject to the terms and conditions contained in this Agreement, Quicktalk hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement (including any and all appendices and exhibits attached hereto and incorporated herein). Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Quicktalk IP, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Quicktalk IP, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Quicktalk IP, in whole or in part; (iv) bypass or breach any security device or protection used by the Quicktalk IP or access or use the Quicktalk IP other than by an Authorized User through the use of his or her own then-valid access credentials; (v) input, upload, transmit, or otherwise provide to or through the Quicktalk IP any information or materials that are unlawful or injurious, or contain, transmit, or activate any means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (1) computer, software, firmware, hardware, system, or network; or (2) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Quicktalk IP as intended by this Agreement; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Quicktalk IP, or Quicktalk’s provision of services to any third party, in whole or in part; (vii) remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Quicktalk IP, including any copy thereof; or (viii) access or use any Quicktalk IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Quicktalk customer), or that violates any applicable laws or regulations; or (ix) access or use any Quicktalk IP for purposes of competitive analysis thereof, the development, provision, or use of a competing software service or product or any other purpose that is to Quicktalk’s detriment or commercial disadvantage.
Reservation of Rights. Quicktalk reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Quicktalk IP.
Suspension . Notwithstanding anything to the contrary in this Agreement, Quicktalk may temporarily suspend Customer’s and/or any of its Authorized Users’ access to any portion or all of the Services if: (i) Quicktalk reasonably determines that (A) there is a threat or attack on any of the Quicktalk IP; (B) Customer’s and/or any of its Authorized Users’ use of the Quicktalk IP disrupts or poses a security risk to the Quicktalk IP or to any other customer or vendor of Quicktalk; (C) Customer and/or any of its Authorized Users is using the Quicktalk IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Customer or any of its Authorized Users has made a false or fraudulent declaration to Quicktalk or any legal or regulatory authority; or (F) Quicktalk’s provision of the Services to Customer or any of its Authorized Users is prohibited by applicable law; or (ii) any vendor of Quicktalk has suspended or terminated Quicktalk’s access to or use of any third-party services or products required for Quicktalk to provide the Services to Customer or to enable Customer to access the Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Quicktalk shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Quicktalk shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably practicable after the event(s) giving rise to the Service Suspension is cured or no longer exists. Quicktalk will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any of its Authorized Users may incur as a result of a Service Suspension.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Quicktalk may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Quicktalk and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Quicktalk. Customer acknowledges that Quicktalk may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Quicktalk may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
Inbound. Subject to technical feasibility (to be determined in Quicktalk’s reasonable discretion), when subscribing to the Services, Customer may port one or more existing telephone numbers to the Services; provided that, for the avoidance of doubt, Customer is and shall be responsible for all fees and charges due and payable with respect to such telephone numbers prior to such portability . Each U.S. number ported in to Quicktalk must be associated with a U.S. physical address. Customer hereby represents and warrants that it is the legal owner of all telephone numbers for which Customer is requesting such portability, and acknowledges that it is aware that porting of telephone numbers entails termination of Customer’s previous telephone line and cessation of all services of its previous carrier, service provider or operator associated with such numbers. Customer acknowledges and agrees that Quicktalk shall have no liability for discontinuation of such previous associated services. If Customer wishes to cancel a porting request and remain a customer of its previous carrier, Customer must inform Quicktalk prior to the effective date on which the porting of the applicable number to Quicktalk is complete. Customer’s request shall only be initiated by Quicktalk once Quicktalk has received all requested documentation for Customer registration for the Services. Customer acknowledges and agrees that implementation of portability of Customer’s telephone numbers is dependent upon actions of the Customer’s then- current carrier, service provider or operator, and that Quicktalk shall have no liability for any delay in porting any number due to any cause other than Quicktalk’s own negligence or willful misconduct. Customer acknowledges and agrees that additional Fees may be charged by Quicktalk for fulfillment of portability requests outside normal business hours, if accepted by Quicktalk.
Outgoing. In the event of the termination of this Agreement or closure of Customer’s account with Quicktalk for any reason, if Customer does not request that Customer’s telephone numbers allocated to Customer by Quicktalk in connection with the Services (“Quicktalk Numbers”) be ported to a new carrier or service provider in accordance with this Section1(ii), then after a period of sixty (60) days following the termination of this Agreement or closure of the applicable account, Customer’s Quicktalk Numbers will be made available for assignment to other customers of Quicktalk. Subject to Customer’s compliance with all terms and conditions of this Agreement, Customer may request that some or all of the Quicktalk Numbers be ported out to another operator. Such porting request shall be submitted by the new operator at least thirty (30) calendar days prior to the end of the then-current Initial Term or Renewal Term; provided, that if termination or account closure will not coincide with the end of a Term, the new operator shall submit a porting request to Quicktalk as soon as practicable, but in no event later than the effective date of termination or account closure. Customer shall have no right to make an outgoing portability request after termination or expiration of its subscription to the Services. Upon Quicktalk’s completion of processing a portability request from another operator, Customer’s subscription to the Services and access to its Quicktalk Number shall be automatically terminated; provided that Customer shall be responsible for all costs of the Services up to the date of such termination. In order for outgoing portability of the Quicktalk Number to be accepted by Quicktalk, Customer must provide proof (to Quicktalk’s reasonable satisfaction) of a valid local address in the geographical area of the applicable Quicktalk Number when the Quicktalk Number was activated. Customer acknowledges and agrees that Quicktalk shall have no liability in connection with a telephone number subject to outgoing portability, including with respect to failure or subsequent malfunction thereof.
General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of all Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken or omitted by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to each such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. Customer shall cooperate with Quicktalk and its designees as necessary and reasonably requested in order to enable the provision of the Services, and Customer shall provide all information required by Quicktalk with respect thereto. As between the Parties, Customer shall be responsible for storage, confidentiality and use of its and its Authorized Users’ IDs and passwords. If Customer has reason to believe that a third party is using any of its or its Authorized Users’ identification details or account without authorization, it must immediately inform Quicktalk and change its password(s) accordingly. Quicktalk shall not be liable in the event of disclosure of such data to any third parties.
Proof of Identity. Customer shall ensure that the person subscribing to the Services on its behalf proves their identity and their capacity to act and represent Customer to Quicktalk’s reasonable satisfaction and to the extent required by applicable law and regulations.
Technical Requirements. Prior to receiving the Services, Customer must implement, and throughout the Term, Customer shall maintain the technical requirements set forth on Appendix 2 attached to this Agreement.
Fees. Customer shall pay Quicktalk the fees (“Fees”) as mutually agreed upon by the Parties herein (including Appendix 3 to this Agreement attached hereto) without offset or deduction, as set forth on https://www.quicktalk.com/pricing. Quicktalk may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any changes to Fees shall become effective in the billing cycle following notice of such change to Customer as provided in this Agreement. Invoices are payable in arrears and issued on a monthly basis on the anniversary date of the Subscription. If additional Authorized Users are added at any time during the Term, Customer shall be invoiced on a pro rata basis for such additional Authorized Users on the next applicable invoice. If Customer fails to make any payment when due, without limiting Quicktalk’s other rights and remedies: (i) Quicktalk may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Quicktalk for all costs incurred by Quicktalk in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more, Quicktalk may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
automatic renewal of subscription fees. except for 12 months prepayment, the fees corresponding to the services will automatically renew every month on a continuous basis until termination of the subscription, according to the provisions of article 11 until then, customer’s subscription and all corresponding fees will automatically renew, and customer authorizes quicktalk and any and all authorized third party payment providers (without notice to you, unless required by applicable law) to charge the applicable subscription fees and any taxes, using any eligible payment method on record for customer.
Payment Information. Customer shall make all payments hereunder in US dollars on or before each due date mutually agreed upon by the Parties by credit card or debit. All information that Customer provides in connection with the Service must be accurate, complete, and current. Customer agrees to pay all charges incurred by Authorized Users of Customer’s credit card, debit card, or other payment method used in connection with the Service at the Fees then currently in effect.
Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Quicktalk’s income.
Compliance and Administrative Cost Recovery Fee (“CRF”) The CRF shall be payable by Customer, and is used to recover some or all of certain costs that Quicktalk incurs, including without limitation: calculation and payment of government-imposed fees, such as the Federal Regulatory Fee, Telecommunications Relay Service (“TRS”) and other fees and taxes; meeting regulatory obligations, encompassing aspects like accessibility, numbering, privacy, fraud prevention, caller ID verification, dialing procedures, and more; obtaining and managing phone numbers, receiving calls from third-party provider networks, and terminating calls on such third- party networks; certain network amenities and services, specific data centers, and the administration, safeguarding, and upkeep of vital network frameworks and data centers; filing and maintaining patents, trademarks and other proprietary rights; and some administrative costs associated with providing its services. The CRF is billed per month, per Customer user. If the Customer account is billed annually, the CRF for the 12 months will be applied at the time of purchase. The CRF is neither a tax nor a government-mandated charge.
E911 Regulatory Recovery Fee The Federal Communications Commission (“FCC”) mandates that Quickatlk provide 911 and E911) services. The FCC permits Quicktalk to charge a recurring monthly fee (the “Emergency Service Fee”) that is used to fund the advancements in software and hardware upgrades that allow public safety answering points (“PSAPs”) to dispatch help to a 911 caller’s registered location. Customer is charged the Emergency Service Fee at the same rate for all applicable lines. The Emergency Service Fee is billed per month, per Customer user. If the Customer account is billed annually, the charge for the Emergency Service Fee will be applied at the time of purchase.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of this Agreement and will expire ten (10) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Quicktalk IP. Except as expressly set forth hereunder in Section 2, nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Quicktalk IP, whether expressly, by implication, estoppel, or otherwise. Customer acknowledges and agrees that all right, title, and interest in and to the Quicktalk IP is and will remain with Quicktalk.
Customer Data; Marks. Quicktalk acknowledges that, as between Quicktalk and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer represents and warrants that it has and will for the Term have all necessary rights to make the Customer Data available to Quicktalk as set forth in this Agreement. Customer is solely responsible for, and Quicktalk shall have no liability with respect to, the accuracy, quality, integrity, legality, reliability and suitability of the Customer Data. Customer hereby grants to Quicktalk a non-exclusive, royalty-free, sublicenseable, transferable, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Quicktalk to provide the Services to Customer, and a non- exclusive, perpetual, irrevocable, royalty-free, sublicenseable, transferable, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data to create and use Aggregated Statistics. Customer also hereby grants Quicktalk a non-exclusive, royalty-free, worldwide license to use and display trademarks, service marks, and logos of Customer in connection with promoting Quicktalk’s business and in advertising campaigns.
Feedback. If Customer or any of its Authorized Users, employees or contractors sends or transmits any communications or materials to Quicktalk by mail, email, telephone, or otherwise, suggesting or recommending changes to the Quicktalk IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), Quicktalk is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
Text Messaging; Autodialed Calls and Texts. Customer expressly agrees that it will obtain all consents required by law from any person contacted by Customer through the Services using written, electronic, or verbal means, including by manual dialing, emails, leaving prerecorded or artificial voice messages or using an automatic telephone dialing system to call or text any person’s mobile cellular telephone numbers, as necessary to complete transactions requested by such persons and to service its and their accounts and as the law allows. Customer can register A2P 10DLC messaging capabilities as a Sole Proprietor or as businesses with an EIN or tax ID number. If you’re a business or solopreneur without an EIN and wish to text any US number through Quicktalk, you’ll need to register through the sole proprietor path: a US or Canadian address and a working mobile number with a country code of +1. Without limiting the generality of the foregoing, Customer will not contact any phone numbers that are registered on any federal or state Do-Not-Call/Do-Not- email registry unless it obtains the consent of the contacted party, or as otherwise permitted by such registries. Customer may enroll third parties to receive recurring SMS/text messages from Customer, including text messages about account-related news and alerts or marketing and promotional offers for Customer’s products and services. Customer will provide such parties with clear notice that by enrolling in Customer’s SMS/text messaging service, each such party agrees to receive text messages from Customer to its provided mobile phone numbers, and certifies that such mobile numbers are true and accurate and that such parties are authorized to enroll the designated mobile numbers to receive such texts. Customer shall obtain each such person’s explicit acknowledgement and agreement that texts may be sent using an automatic telephone dialing system and that standard message and data rates apply prior to using any automatic dialing system. Customer shall further notify all such persons that consent to receive SMS/text messages is not required as a condition of purchase of any Customer product or service. Quicktalk is not responsible for any delays that Customer may experience upon sending or receiving text messages. Customer shall permit any person to unsubscribe from text messages at any time, reply STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to any text message received from Customer, and Customer shall so notify all recipients of its text messages. Customer shall obtain all such persons consent that following such a request to unsubscribe, such person may receive one final text message confirming such request.
Warranty Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE QUICKTALK IP IS PROVIDED “AS IS” AND QUICKTALK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. QUICKTALK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. QUICKTALK MAKES NO WARRANTY OF ANY KIND THAT THE QUICKTALK IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, ANY INFORMATION PROVIDED BY QUICKTALK IN CONNECTION WITH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. NO ACTION SHOULD BE TAKEN BASED UPON INFORMATION CONTAINED IN THE SERVICES, AND CUSTOMER SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE FROM A PERSON WHO IS PROFESSIONALLY LICENSED OR QUALIFIED IN THE APPLICABLE AREA.
Indemnification.Customer shall indemnify, hold harmless, and, at Quicktalk’s option, defend Quicktalk from and against any and all losses, damages, liabilities, costs (including attorneys’ fees) (“Losses”) resulting from any resulting from any claim, suit, action, or proceeding (“Claim”) that, the Customer Data, or any use of the Customer Data in accordance with this Agreement, violates, infringes or misappropriates any intellectual property rights, privacy rights or other rights of another person or entity, and any Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Quicktalk or authorized by Quicktalk in writing; or (iv) modifications to the Services not made by Quicktalk, provided that Customer may not settle any Claim against Quicktalk unless Quicktalk consents to such settlement, and further provided that Quicktalk will have the right, at its option, to defend itself against any Claim or to participate in the defense thereof by counsel of its own choice. Quicktalk shall promptly notify Customer in writing of any Claim for which Quicktalk believes it is entitled to be indemnified pursuant to this Section 9. In the event of any Claim, Quicktalk shall reasonably cooperate with Customer at Customer’s sole cost and expense. Customer shall promptly assume control of the defense and shall employ counsel reasonably acceptable to Quicktalk to handle and defend the same, at Customer’s sole cost and expense. Quicktalk may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Customer shall not settle any Claim on any terms or in any manner that adversely affects the rights of Quicktalk without Quicktalk’s prior written consent. If Customer fails or refuses to assume control of the defense of such Claim, Quicktalk shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving notice to Quicktalk, in each case in such manner and on such terms as Quicktalk may deem appropriate. Quicktalk’s failure to perform any obligations under this Section 9 will not relieve the Customer of its obligations under this Section 9.
Limitations of Liability. IN NO EVENT WILL QUICKTALK BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER QUICKTALK WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL QUICKTALK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO QUICKTALK UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term. This Agreement begins on the first day of the invoiced period as indicated on the first invoice, and unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the initial term (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive periods of one (1) month at each anniversary thereof (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal until the day before the renewal of the subscription by email at [email protected].
Termination. In addition to any other express termination right set forth in this Agreement:
Quicktalk may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Quicktalk’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 5;
either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement (provided that any breach by Customer of Section 2 or 3 shall be deemed material breaches), and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Quicktalk IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Quicktalk IP and certify in writing to the Quicktalk that the Quicktalk IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
Survival. This Section 11(d) and Sections 1, 2(g), 4, 5, 6, 8, 9, 10, 11(c) and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.
Notices.
All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the
addresses set forth on the first page of this Agreement (or to such other address that may be
designated by the Party giving Notice from time to time in accordance with this Section). All Notices
must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-
paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each
case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a
Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice
has complied with the requirements of this Section.
Force Majeure. In no event shall Quicktalk be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Quicktalk’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Quicktalk. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Export Regulation. Customer acknowledges and understands that the Services may be subject to export control laws and regulations. Customer agrees to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither Customer, nor any person to which Customer make the Services available or that is acting on Customer’s behalf, or, any of Customer’s subsidiaries, or any of its or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
RINGOVER INC. offers its Customers the “Quicktalk” service, which is a telephony service over the
Internet (VoIP) dedicated to small businesses and which enables calls to the Quicktalk number to be
automatically transferred to a mobile telephone number, also available on a mobile application. The
person wishing to benefit from the Service must go to https://www.quicktalk.com/
in order to register and then fill in a valid email address and a postal address corresponding to their
geographical location which will enable them to create a Subscriber Account and possibly User
Accounts depending on the number of Licences attached..
Quicktalk then communicates to the Subscriber one or more Quicktalk Numbers which are attached
to the Quicktalk Accounts created by the Subscriber, the choice and type of numbers offered
depending on the location indicated by the Subscriber when registering. If Customer is located in the
U.S., Customer must assign a U.S. phone number for all of its Authorized Users. If Customer is
located in Canada, Customer must assign a Canadian phone number for all of its Authorized Users
Quicktalk also allows calls to the Quicktalk Number to be automatically forwarded to a landline or
mobile phone number and to receive and send faxes, under the conditions defined below.
The Quicktalk Service may be used to make emergency calls provided that the country concerned is
eligible and that Customer has provided Quicktalk with its physical location in accordance with this
Agreement. Customer acknowledges and agrees that this emergency call service is not provided
from mobile numbers. In the U.S., emergency services are only available for Customers with U.S.
telephone numbers linked to a physical U.S. address(es). Customers located in the U.S. that do not
have U.S. telephone numbers will not be able to access emergency services in the U.S. In Canada,
emergency services are only available for Customers with Canadian numbers linked to a physical
Canadian address(es). Customers located in Canada that do not have Canadian telephone numbers
will not be able to access emergency services in Canada.
The provision of emergency services is conditioned on Customer providing Quicktalk with accurate
location data, call back number, valid address or any other information required and requested by
Quicktalk for each Quicktalk number/DID assigned to Customer in order to provide the emergency
services. Customer shall provide this information in a timely manner and in a format required or
requested by Quicktalk. Customer shall update this information whenever necessary to reflect
changes. The Parties understand and acknowledge that should Customer fail to provide any such
information, Quicktalk may not be able to provide the emergency services, in whole or in part.
Customer agrees to release indemnify and defend Quicktalk and all of its affiliates, subsidiaries,
employees, shareholders, agents, vendors, and representatives from any and all claims that may
arise from Customer’s failure to satisfy this section including resulting from the failure of Customer
to provide a correct or updated address to Quicktalk.
Subject to activation, the Services can be used to make local emergency calls, but Customer
acknowledges that emergency calls made via the Services may not be routed if the VoIP service is
interrupted, that there is a risk that the call will be redirected to an inappropriate emergency call
center, and that the emergency services may be sent to the wrong location, acknowledging that
Quicktalk does not know the exact location of the person dialing the emergency number.
Without limiting the generality of the foregoing, Customer acknowledges that the 911/E911 services
available through VoIP services are different from 911/E911 services offered through traditional
telephone lines. In particular, Customer represents, warrants and covenants that it has read and
understood, and agrees to, the following restrictions or limitations on 911 calling using the Services,
and that it will provide clear and conspicuous notice to all users of the Services under Customer’s
account (regardless of whether such users are Authorized Users, guests, invitees or other third
parties who may use the Services) of the same:
QUICKTALK 911/E911 SERVICES MAY NOT OPERATE DURING A POWER OUTAGE. In the
event of a power outage, the system will lose power causing loss of voice and data Service, including
access to 911/E911 services. Once power service is restored, Customer may be required to reset or
reconfigure its equipment before being able to use the Services to contact 911 services. Customer is
responsible for providing a sufficient uninterruptible backup power supply if it wishes to ensure
continued operation of electrical equipment in the event of a power outage.
QUICKTALK 911/E911 SERVICES WILL NOT OPERATE IF A BROADBAND CONNECTION IS
DISRUPTED OR IF EITHER CUSTOMER’S BROADBAND SERVICE OR QUICKTALK’S SERVICE HAS BEEN
SUSPENDED FOR ANY REASON, INCLUDING, FOR EXAMPLE, NON-PAYMENT. Once Customer’s
broadband connection and/or Quicktalk Services have been restored, Customer may be required to
reset or reconfigure its equipment before being able to use the Services to contact 911 services.
CUSTOMER AND EACH USER MUST PROVIDE QUICKTALK WITH ITS CORRECT PHYSICAL
LOCATION, AND UPDATE SUCH LOCATION WHENEVER A NUMBER IS USED FROM A LOCATION
OTHER THAN THE PREVIOUSLY-REGISTERED LOCATION, OR 911/E911 SERVICES CALLS MAY BE
ROUTED TO EMERGENCY PERSONNEL WHO WILL NOT BE ABLE TO ASSIST. Customer must register
with Quicktalk the physical location (a “Registered Location”) of each telephone number used with
the Services at the time of Service Activation and Customer or the affected user must update the
Registered Location at the time that a number under Customer’s account is used to access or use the
Services from a new location. It is the Customer’s responsibility to enter, verify and validate the
Registered Location information for each number under its account. Assistance may be obtained
through app or customer service. Such Registered Location shall include, at a minimum, the street
address, floor and unit/suite/apartment/room number at which the Service is being used. Customer
agrees to ensure that the Registered Location of each number used under its account is correct and
to update, or require its users to update, immediately the Registered Location whenever the physical
location of at which the Service is being used by such user changes. Location changes may take up to
48 hours for the location change to be reflected in Quicktalk’s records. During that time, the calls
may not reach any emergency service provider or may not reach the correct emergency services
provider. Customer acknowledges and agrees that updates may incur a fee, and Customer agrees to
pay all such fees as invoiced by Quicktalk. Customer further acknowledges and understands that any
location information passed to emergency personnel by Quicktalk will be based upon the Registered
Location provided by Customer or a user to Quicktalk.
911/ E911 SERVICES CALLS MAY BE DELAYED OR DROPPED DUE TO NETWORK INSTABILITY.
Due to network congestion or problems, calls to 911/E911 services made using the Services may be
dropped, in which case the user will not be connected to emergency services, or 911 calls may take
longer to connect than 911 calls made using traditional telephone service.
EMERGENCY PERSONNEL MAY NOT BE EQUIPPED TO RECEIVE E911 CALLS. The local
emergency call taker receiving the 911 call may not have a system configured for E911 services or be
able to capture and/or retain number or location information. Therefore, the emergency call taker
may not know the phone number or physical location of the user making the 911 call which may
delay or prevent emergency services. Due to technical factors in network design and in the event of
network congestion there is a possibility that a 911 call will produce a busy signal, will experience
unexpected answering wait times and/or take longer to answer than 911 calls placed via traditional,
wireline 911 services.
Customer represents and warrants that they are aware of the details of emergency calls made via
Quicktalk’s Services and has informed all of Authorized Users thereof.
Customers whose Services involve multiple phone lines, seats, DIDs, trunks, channels or similar end
user access points will designate a location (including email and/or mobile phone number) to receive
notification whenever a 911 call is placed using Customer’s Services, and at which an employee,
contractor or other person(s) designated by Customer is likely to see such notification 24/7/365.
Customer will ensure that such information remains up-to-date in its account and applicable system
software or hardware, and shall notify Quicktalk promptly upon any change in such information.
Customer will be responsible for managing and directing the configuration and operation of any
multi-line, multi-trunk or multi-channel voice Service ordered by Customer. Without limiting the
generality of the foregoing, Customer will be responsible for managing its use of the Services and its
operation of all equipment and devices used with the Services in accordance with all applicable laws.
Customer’s obligations shall include, without limitation, (i) designating one or more administrators
who are authorized to order seats, channels, trunks, lines or other modifications to the Service, or to
reconfigure hardware used with the Services; (ii) determining the number of lines, seats, channels,
trunks and or DID numbers required for Customer’s needs, the assignment and re-assignment of
lines, seats, channels, trunks and/or DID numbers among its Authorized Users, changes in the
number, location or other characteristics of lines, seats, channels or trunks required; and (iii) the
day-to-day operations of the Services.
Customer acknowledges and agrees that a separate telephone number DID must be purchased and
assigned for each user of the Service that may access the Service from any non-fixed device or from
any location other than Customer’s address to place outbound calls to the public switched telephone
network in order for 911 services to function properly for such user.
Quicktalk advises Customer to maintain a means of accessing traditional 911/E911 emergency
services from all Customer locations and take appropriate measures and precautions to ensure such
emergency services are available to Customer and callers at Customer’s premises.
Transfer service to an external number shall be charged according to the destination.
The full definition of services is available on this website at the following address
https://www.quicktalk.com/how-it-works.
The list of paid options, excluded from the subscription rate, is available on the following link
https://www.quicktalk.com/pricing.
The support service can be contacted by phone or email from Monday to Friday from 9 am to 6 pm.
In the event of a Subscription to Access with unlimited calls, all Users attached to the Customer
Account by virtue of the Accesses purchased by the latter benefit from an unlimited call package to
the destinations accessible at the following URL https://www.quicktalk.com/pricing.
The package with unlimited calls is intended for traditional business telephony use, in the context of
an interpersonal conversation between two individuals. Telecommunications professionals
(telephone operators, call centres, telestores, telemarketing companies, etc.) are not eligible for the
package with unlimited calls. Furthermore, for any mobile number not in the ARCEP numbering plan,
only national interpersonal traffic is covered.
In order to make or receive calls not included in this unlimited package, the Customer must first
purchase (prepaid) call credits, which can be used by all Users. These credits are valid for the
Subscription Term and are non-refundable, non-exchangeable and non-transferable to another
Customer Account.
The addition of any new Access and/or Quicktalk Number during the course of the contract will give
rise to additional charges which will be calculated on the basis of the prices indicated on the page
https://www.quicktalk.com/pricing.
Customer shall ensure that, throughout the Term, its telephone/internet operator or network
administrator (as applicable) offers Customer the possibility of receiving and making telephone calls
directly from Firefox (minimum version 80) or Chrome (minimum version 80) internet browsers, a
mobile application or a SIP phone in order to be able to use the Services.
Customer must to ensure that the installation made available to Authorized Users has the following
characteristics:
Subscription rates for Services shall be as set forth at https://www.quicktalk.com/pricing .
When subscribing to the Services, Customer may, provided they are eligible, opt for unlimited calls
or for billing on a consumption basis:
In the event of a subscription for Services with unlimited calls, all Authorized Users shall receive
access to an unlimited call and fax sending package to the destinations accessible at the following
URL https://www.quicktalk.com/pricing
. Such package with unlimited calls is limited to traditional
business telephony use, in the context of an interpersonal conversation between two individuals. In
order to make or receive calls not included in this unlimited package, Customer must first purchase
prepaid call credits, which can be used by its Authorized Users. These credits are valid for the Term
and are non-refundable, non-exchangeable and non-transferable to another customer account. The
addition of any access to Services or Quicktalk Numbers during the Term will give rise to additional
charges which will be calculated on the basis of the set forth at https://www.quicktalk.com/pricing.
Deletion of a Quicktalk Number associated with a Customer account with no commitment will be
free of charge. Deletion of a Quicktalk Number associated with a Quicktalk Account with a
committed subscription to Services will result in the invoicing of an amount equal to six (6) months
of applicable Fes. Deletion of a Quicktalk Number during an assignment prior to its portability or
during a test period as mutually agreed upon by the Parties will be free of charge for Customer.
The Service does not allow the sending of SMS+, premium SMS and SMS to international destinations. Furthermore, an SMS has a maximum length of 160 characters when composed of standard 7-bit characters, and 70 characters when composed of Unicode characters. The sending of SMS is limited to 2 000 per month per Customer. The SMS will be charged at the rate indicated at the following URL: https://www.quicktalk.com/pricing.
If Customer exceeds its use limitations for the Services, calls will be charged per second, according to Quicktalk’s current rates. With respect to calls not included in a Customer’s unlimited package, Services will be invoiced per second from the first second, except in the case of calls to special numbers as set forth by Quicktalk.
The list of add-ons to the Services available for additional Fees is available at https://www.quicktalk.com/pricing.
