CelitoVoice Terms of Service
These Terms of Service, entered into this xx day of xxxxx, 2014, constitute an agreement (“Agreement”) between Celito Communications, Inc. (“we”, “us” or “Celito”) and ________________ (“you” or “user”) for use of the CelitoVoice service (the “Service”) as described herein. BY ACTIVATING, USING OR PAYING FOR THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, YOU AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER THIS AGREEMENT AND BECOME BOUND BY ITS TERMS, INCLUDING THOSE PERTINENT TO 911 EMERGENCY DIALING, AND TO THE PRICES, CHARGES AND CONDITIONS PROVIDED TO YOU IN ASSOCIATION WITH YOUR ENROLLMENT, INCLUDING MARKETING MATERIALS AND THE CELITO.NET WEBSITE, WHICH ARE INCORPORATED HEREIN BY REFERENCE.
Service Requirements. The Service, in conjunction with necessary equipment, allows you to place and receive calls by using your high-speed Internet connection. You may purchase the necessary equipment from Celito. In the alternative you, may purchase the necessary equipment from another vendor, provided it is compatible with the Service. In order to ensure compatibility with the service, it is your responsibility to contact Celito customer service prior to purchasing necessary equipment from a third party. Celito does not provide or support your Internet connection, which you need to supply at your own expense. Since the Service depends on your Internet connection, the correct configuration of the equipment, and an adequate power supply, Celito does not guarantee continuous availability. You acknowledge and understand that the Service will not function in the absence of electrical power or if there is an interruption of your Internet connection. A power failure may require you to reset or reconfigure your equipment in order to restore the Service.
Service Limitations. You understand and acknowledge that the Service may not be compatible with all non-voice communications equipment, including but not limited to, home security systems, medical monitoring equipment, fax machines, satellite television systems, and computer modems. You waive any claim against Celito for interference or disruption of such services and equipment. Some providers of broadband service may provide modems that prevent the transmission of communications using our service. We do not warrant that our services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of our service with any particular broadband service.
Service Term. The attached addendum describes the a.) the requested service start date, b.) the actual service start date, c.) the initial term length, d.) renewal term and e.) early cancellation terms. If you CANCEL Service prior to the end of a monthly term, you will not receive a refund for the remainder of that month. You will be responsible for paying the month’s charges through the date of cancellation, including all applicable fees and usage charges. Cancellation of Service does not excuse you from paying all unpaid, accrued charges due in relation to the Agreement.
Your Responsibility. You acknowledge and agree that you are fully responsible for all use on your account, and you accept full liability and responsibility for the actions of anyone who uses the Service via your account with or without your permission. You should safeguard your usernames and passwords, as well as the identifier of the equipment used to authenticate usage on your account. Your calls will be routed using the public Internet, and you acknowledge that you are aware that the Internet is not a secure network, and that third parties may be able to intercept, monitor, or corrupt information you transmit over the Internet.
911 EMERGENCY DIALING
By activating and paying for the Service, you acknowledge and agree to the limitations of Celito 911 emergency dialing service, and understand the distinctions between such service and traditional 911 or E911 calls.
Celito cannot and does not guarantee that 911 emergency dialing will operate as intended. Celito customers have access to enhanced 9-1-1 (E911) and basic 911 dialing in compliance with federal and state regulations. With both traditional 9-1-1 and E911 services, your call goes directly to emergency response center serving your number. In addition, with E911 service, the emergency response center can see your call-back number and address. If local authorities cannot display the registration information that Celito provides with your 911 call, your call will be delivered through the traditional 911 network and answered by a trained dispatcher in your local 911 center. The dispatcher will not have your address and may not have your phone number.
Celito’s 911 service will not function in the event of a power failure at your location or the loss of your connection to the Internet. You should inform any persons who may be present at your location about these limitations. Celito recommends that you maintain an alternative means of accessing emergency services in the event of a Service disruption for any reason.
In order to ensure your call is routed to the appropriate Public Safety Answering Point (PSAP), you must first register your location as described below. Once you have registered your location, your call will be routed to the most geographically appropriate PSAP or designated state or local answering point based upon your registered location.
In the event your call cannot be routed because of inaccurate or incomplete location information, the call is sent to a national call center. The call center operator will confirm your location information and then transfer your 9-1-1 call to the emergency response center nearest your location. You should be prepared to confirm your address and call-back number with the operator. Do not hang up unless told directly to do so. If you are disconnected, you should dial 9-1-1 again.
As part of the activation process for the Service, you will be required to provide your location for E911 purposes. The activation process will not continue until you have provided an address that Celito is able to validate. If you change your location, you must update your address. If you do not update your location, your 911 calls may be sent to an emergency center near your old location. Please be aware it may take several hours to activate 911 services at the new location once you perform the update.
Acknowledgement. You understand and acknowledge that Celito 911 Emergency Dialing has certain characteristics that distinguish it from traditional 911 service. These characteristics may make the Service unsuitable to some users. You should carefully evaluate your circumstances when deciding to activate the Service. You acknowledge that it is your responsibility to determine the technology or combination of technologies best suited to meet your emergency calling needs, and to make the necessary provisions for access to emergency calling services, such as maintaining a conventional phone line or wireless phone as a backup means of completing emergency calls. You authorize us to disclose your name and address to third parties involved with providing 911 Emergency Dialing to you, without limitation.
Indemnification. You acknowledge and understand that Celito will not be liable for any Service outage and/or inability to dial 911 using the Service or to otherwise access emergency service personnel due to the characteristics and limitations of the Service. You agree to defend, indemnify, and hold harmless Celito, its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney fees) by, or on behalf of, you or any third party user of the Service relating to the failure or outage of the Service, including those related to 911 dialing. You acknowledge that Celito does not offer Lifeline service, and that we strongly recommend that you always have an alternative means of accessing emergency service. This provision supplements the general indemnification provision found below.
USE OF SERVICE
Resale and Transfer. You may not resell or transfer the Service, account or your device or provide a telephone service to anyone else by using the Service or features of the Service without first getting written consent from Celito. In no event may your account or the Service be assigned to a non-U.S. resident. Attempted assignments of the Service and accounts through changes in account and billing information does not relieve you of liability and responsibility for use of the Service and features, or for charges on the account unless we have consented to the assignment in writing or unless we actively facilitate the assignment as evidenced in our Customer Care records.
Normal Business Use. The Service is intended for use in a normal business setting. You are expressly prohibited from using the Service for autodialing, telemarketing (including without limitation charitable or political solicitation or polling), continuous or extensive call forwarding, activities involving continuous connectivity, all types of broadcasting including fax or voicemail broadcast, fax or voicemail blasting, or any other activity that results in excessive usage inconsistent with normal business usage patterns. If Celito determines, in its sole discretion, that you are reselling the Service or that the Service is being used for any of the aforementioned activities, Celito reserves the right to immediately terminate without notice or modify the Service and to assess additional charges for each month in which excessive usage occurred.
Calling Limitations. Celito does not support certain call types offered by traditional phone services, including, but not limited to, 0+ calling (including without limitation collect or third party billing), 900 and 976 calls, and 10-10 “dial-around” calls.
Network Integrity and Security. You are expressly prohibited from any use of the Service or any other action that, in Celito’s sole discretion, is deemed to present a risk to the network integrity or security of Celito or its vendors, whether directly or indirectly. Celito, in its sole discretion, may terminate the Service without advance notice if it determines your actions could cause a network disruption or security breach.
Telephone Number. You may not sell any telephone number assigned by Celito (“Number”). Upon termination of the Service, Celito may, in its sole discretion, release to your new service provider a Number that was ported in by you for use with the Service, if such new service provider is able to accept such Number, provided that your entire account will be terminated upon the transfer of your number, that you have paid all charges due to Celito through the date of such transfer, and that you request the transfer to become effective upon termination of your account.
Music on Hold. As part of the Service, Celito offers customers Music on Hold. Celito does not monitor your use of Music On Hold. Except as expressly provided otherwise, Celito has not secured (nor does it secure) for you any permissions, rights or licenses for the performance of any protected or copyrighted content or music. Therefore, you acknowledge and agree that you are solely responsible for seeking and securing the necessary permissions and licenses in and to such music or content prior to its public performance and/or your use in conjunction with or through the Music On Hold.
YOU ARE RESPONSIBLE FOR SECURING AND PAYING FOR ALL NECESSARY LICENSES AND CLEARANCES FOR THE PERFORMANCE OF COPYRIGHTED AND/OR PROTECTED MUSIC OR CONTENT THROUGH MUSIC ON HOLD. ALL PROOF OF LICENSING MUST BE PROVIDED TO CELITO PRIOR TO USAGE ON THE SERVICE.
To the extent it is offered with Music On Hold, certain music choices may be made available to you by Celito for use. Celito has secured for you a limited license to use such choices solely in connection with Music On Hold and no other service. You can find out more about obtaining additional licenses through the following performing rights organizations: ASCAP (www.ascap.com), BMI (www.bmi.com) and SESAC (www.sesac.com).
Notwithstanding anything contained herein, you acknowledge and agree that any content, including but not limited to music, sound or other material contained in Internet-distributed, commercially produced content or information presented to you by Celito may be protected by copyrights, trademarks, patents or other proprietary rights and laws; therefore, you are only permitted to use this protected content as expressly authorized by the owner of the content. You may not use Music On Hold in the violation of any civil or criminal law, or in violation of any federal or state regulation, code or statute.
Use Outside the United States. The Service is intended for use in the United States. If you remove the equipment to a country other than the United States, you do so at your sole risk, including the risk that such activity violates local laws in the country where you do so. Use of the Service is expressly prohibited wherever its use violates local laws, and you are personally liable for any such violations. Celito reserves the right to terminate the Service immediately and without notice if it determines that you are using the Service in violation of applicable local laws.
Unlawful and Prohibited Use. You agree to use the Service only for lawful purposes. You are expressly prohibited from using the Service to transmit or receive any communication or material of any kind when in Celito’s sole judgment the transmission, receipt or possession of such communication or material would constitute, or encourage conduct that would constitute, a criminal offense, give rise to a civil liability or otherwise violate any applicable laws. You acknowledge that neither Celito nor its vendors are responsible for the content of the transmissions that pass through the Service. You are expressly prohibited from using the Service or equipment for any abusive or fraudulent purpose, including using the Service in a way that interferes with our ability to provide the Service to you or other customers or avoids your obligation to pay for communications services. Celito, in its sole discretion, may terminate the Service without advance notice if it believes you have violated the aforementioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to Celito personnel. You are liable for any and all use of the Service by any person using the Service provided to you and agree to indemnify and hold harmless Celito against any and all liability for any such use. If Celito, in its sole discretion, believes that you have violated the aforementioned restrictions, Celito may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
Tampering. You agree not to disrupt the Service or make any use of the Service that is inconsistent with its intended purpose or to attempt to do so. Celito, in its sole discretion, may terminate the Service without advance notice should you tamper with the device.
Theft of Service. You agree to keep all passwords and account information confidential and are solely responsible for any liability or damages resulting from your failure to maintain that confidentiality, and for all activities that occur under your password. You agree to notify Celito immediately if the equipment is stolen or if you become aware or suspect at any time that the Service is being stolen or fraudulently used. You must provide a detailed description of the circumstances of the theft or stolen or fraudulent use of the Service and supply any additional documentation reasonably requested by Celito. Failure to do so in a timely manner may result in the termination of the Service and additional charges.
Audit and Law Enforcement. Celito reserves the right to audit your use of the Service to enforce the provisions of this Agreement. Celito reserves the right to track and monitor the Service and usage subject to the requirements of the United States Patriot Act and other laws and appropriate law enforcement processes. You acknowledge and agree that this Agreement is sufficient notice to you of such monitoring to the extent any notice is required under applicable federal or state law.
CHARGES AND PAYMENTS
Billing. Celito’s Net Terms are 15 days. Celito bills all charges and applicable taxes and fees monthly in advance (except for usage-based charges, which will be billed monthly in arrears, plus any other charges which Celito chooses to bill in arrears) Celito is not responsible for any overdraft or other charges imposed by your card issuer or bank due to insufficient funds in your account. Celito reserves the right to bill at intervals more frequent than monthly if the amount due for usage-based charges exceeds $50 at any time.
Commencement of Billing. Billing for the Service will commence when equipment is installed and operational.
Price and Price Changes. Prices and charges relating to the Service are included in this agreement. We may change the prices and charges for the Service from time to time. We may decrease prices without providing advance notice. Celito will give sufficient notification of any price increases.
Finance Charges: A 1.5% late charge per month will be assessed on the balance for late payments or the maximum amount contracted by law, whichever is less. A $35 fee will be charged for returned checks.
Failure to Pay. We may suspend, restrict, or cancel the Service and this Agreement if you do not make payments for current or prior bills by the required due date. We may also take appropriate steps or require you to take certain action when you or Celito are or have been the target of fraud related to your account, including temporary suspension or termination of your account. Service suspension or cancellation will result in your loss of the number associated with the Service.
Delinquent Payments. You agree to reimburse us for reasonable attorneys’ fees and any other costs associated with collecting delinquent or dishonored payments. If charges cannot be processed through your credit card due to insufficient funds or for any other reason, we will charge you an additional $25.00. If the state where you receive the Service requires a different fee, we will charge you that amount.
Service Interruption. You acknowledge and agree that credit allowances for interruption of the Service will not be provided.
Billing Disputes. You must notify Celito within thirty (30) days after receiving your initial invoice or credit card statement if you dispute any Celito charges on that invoice or statement or such dispute will be deemed waived.
TAXES, FEES AND SURCHARGES
In addition to the monthly service charges billed by Celito for the Service, service provider surcharges, taxes, fees and other charges may be applied to your monthly invoice based on the type of service you have and your geographical location, among other factors. Examples include, but are not limited to:
Federal Universal Service Fund. The Telecommunications Act of 1996 requires that Celito contribute to the Federal Universal Service Fund (“FUSF”). The FUSF helps to make phone service affordable and available to all Americans, including consumers with low incomes; those living in areas where the cost of providing telephone service is high; public schools and libraries; and rural health care providers. The Federal Communications Commission (“FCC”) delegates the administration of the FUSF to the Universal Service Administrative Company (“USAC”). Each quarter, USAC announces, and the FCC approves, a “contribution factor.” The contribution factor is a percentage of the total interstate/international revenue for which each interstate carrier is responsible for contributing to the FUSF in order to sustain the FUSF System. As permitted by FCC regulations, Celito has opted to bill FUSF as a separate line item. Consistent with such regulations, Celito only bills FUSF line item charges in an amount equal to the quarterly contribution factor currently in effect. This is a permissible pass-through fee but is not a tax or charge mandated by the government. Please visit USAC’s Website for more information on the FCC’s Universal Service Fund.
Federal Cost Recovery Fee. A charge equal to 2.75 percent of charges, excluding taxes, appearing on your invoice will apply to services subject to direct regulation by the FCC. This Cost Recovery Fee (“CRF”) is being imposed to recover amounts incurred by Celito for fees, contributions and/or charges associated with telecommunications services for the sight and hearing impaired, local number portability and North American Numbering Plan administration, and administrative costs, fees and expenditures related to compliance with Federal regulatory programs and annual FCC regulatory fees. This is a permissible pass-through fee but is not a tax or charge mandated by the government. For more information on the various programs supported by the CRF, please see below.
Federal Telecommunications Relay Services Fund. The Telecommunications Relay Services (“TRS”) Fund was established by the FCC in 1993 to reimburse TRS providers for the cost of providing interstate TRS services. TRS services are telephone transmission services that provide hearing or speech challenged individuals with the ability to use a traditional telephone. Under the FCC’s rules, Celito must contribute a percentage of its interstate and international end-user telecommunications revenues to the TRS Fund and is permitted to recover these fees from its customers. The contribution percentage varies annually.
Local Number Portability Administration (LNPA). Local Number Portability (LNP) is a customer’s ability to keep existing phone numbers when switching to another service provider. Celito must provide LNP, as well as contribute to the FCC’s LNPA program, designed to diffuse the costs of administering LNP. Celito pays a proportionate share of the LNP costs in each region in which it operates and has customers. Celito collects a fee from its customers to offset its LNP costs. This fee varies frequently by region.
North American Numbering Program Administration. The North American Numbering Plan is an integrated telephone numbering plan for the Public Switched Telephone Network serving multiple countries including the United States and its territories. It is administered by the North American Numbering Plan Administration. Under the FCC’s rules, Celito must contribute to the costs of numbering administration. Contributions are based on a percentage of Celito’s revenues from customers using international, intrastate and interstate services. The percentage varies annually.
Annual Regulatory Fee. Celito must pay an annual regulatory fee to the FCC. This fee varies annually. Celito collects this fee from its customers.
State and Local Taxes. States, counties, cities, and special taxing districts may assess various taxes on Celito’s services and/or phone purchases. These may include specific taxes on communications services, sales, use and excise taxes, gross receipts taxes, property taxes and others. Celito collects applicable taxes and remits them to the taxing authorities.
State and Local E911 Fees. Some states and localities require Celito to collect a fee to help support state and local Enhanced 911 (E-911) Funds. These fees vary by state and locality.
State Universal Service Funds. Celito may also be required to contribute to State Universal Service Funds. The funds may be used to assist in providing universal service and to a variety of other programs at the state level. Celito collects applicable charges from customers. This charge is not a tax or government-imposed fee.
State Telecommunications Relay Services Funds. Some States also require contributions to State Telecommunications Relay Services Funds to offset the cost of providing local transmission services that provide hearing or speech challenged individuals with the ability to use a traditional telephone. Many states require Celito to collect this fee and remit it to the taxing authority.
Celito will require a 30 day cancellation request in writing for Customer requested cancellations. Regardless of the date of the letter, account will cancel effective the last day of the requested month or at the end of the contract period. All accounts must be current to cancel.
You agree to defend, indemnify, and hold Celito, its affiliates, and agents and any other service provider who furnishes services to you or enables us to furnish services to you in connection with this Agreement or the Service, harmless from claims or damages relating to or arising out of the Service, the equipment or its installation, or this Agreement, including, but not limited to, 911 Emergency Dialing or dialing associated with a security system. You agree that Celito should not be and is not responsible for any third party claims against us that arise from your use of the Service. Further, you agree to reimburse us for all of our costs and expenses related to the defense of any such claims, including attorneys’ fees, unless such claims are based on our willful misconduct or gross negligence. Notwithstanding the foregoing, your indemnification obligations related to 911 emergency dialing are more expansive, as described above.
LIMITATIONS OF LIABILITY
BY ACTIVATING, USING OR PAYING FOR THE SERVICE, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE LIMITATIONS OF THE CELITO CLOUD BUSINESS PHONE SYSTEM DESCRIBED HEREIN.
CELITO’S LIABILITY TO YOU ON ACCOUNT OF ANY ACT OR OMISSION OF CELITO RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY CELITO’S GROSS NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL CELITO HAVE ANY LIABILITY TO YOU WHATSOEVER ON ACCOUNT OF ANY ACT OR OMISSION OF CELITO RELATED TO 911 EMERGENCY DIALING. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF ACTION. CELITO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR MODIFICATIONS TO, OR LOSS OR DESTRUCTION OF, ANY OF YOUR SOFTWARE, FILES, DATA, OR PERIPHERALS. FURTHERMORE, IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF CELITO OR ITS AFFILIATES ARISING WITH RESPECT TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT BY YOU TO CELITO IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.
WE MAKE NO WARRANTIES OF ANY KIND REGARDING THE SERVICE AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS. WE ALSO MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING BUT NOT LIMITED TO CELITO EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT
DISPUTE RESOLUTION BY BINDING ARBITRATION
It is important that you read this entire section carefully. This section provides for resolution of disputes through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury or through a class action.
Any dispute or claim between you and Celito arising out of or relating in any way to the Service that cannot be resolved through information resolution between the parties shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Arbitration means that all disputes and claims will be resolved by a neutral arbitrator instead of by a judge or jury in a court.
Notice Requirement. A party who intends to seek arbitration must first send to the other party a written Notice of Dispute. A Notice of Dispute to Celito must be sent to Celito by certified mail addressed to: Billing Department or by email addressed to email@example.com. A Notice of Dispute to you must be sent to you by certified mail at the last mailing address that you registered with Celito or by email addressed to you at the last email address you registered with Celito. The Notice of Dispute must describe the nature and basis of the dispute or claim; and set forth the specific relief sought. If you and Celito do not reach an agreement to resolve the dispute or claim within thirty (30) days after the Notice of Dispute is received, you or Celito may commence an arbitration proceeding. You may download or copy a form to initiate an arbitration proceeding from the AAA website: http://www.adr.org/si.asp?id=2062. The amount of any settlement offer made by you or Celito shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Celito is entitled.
Location of Arbitration. Unless you and Celito mutually agree otherwise, all hearings conducted as part of the arbitration shall take place at a location, convenient to you, in the county or parish of your billing address. If your claim is for $10,000 or less, you or Celito may request that the arbitration be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim is in excess of $10,000, the right to a hearing will be determined by the AAA Rules.
Costs and Fees. If you cannot afford it, Celito will advance all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional costs that you incur in the arbitration, including, but not limited to, attorneys or expert witness fees. If the arbitration proceeding is decided in Celito’s favor, you shall reimburse Celito for the fees and costs advanced to you. If the arbitration proceeding is decided in your favor, you will not be required to reimburse Celito for any of the fees and costs advanced by Celito. Notwithstanding anything to the contrary in this arbitration provision, Celito shall pay all fees and costs which it is required by law to pay.
Arbitrator’s Authority. The arbitrator’s decision shall be final and binding. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand or otherwise modify its terms. Without limiting the foregoing, the parties agree that no arbitrator has the authority to award relief in excess of what this Agreement provides.
No dispute may be joined with another lawsuit, or in an arbitration with a dispute of any other person, or resolved on a class-wide basis. The arbitrator may not award damages that are barred by this Agreement, including punitive or exemplary damages or attorneys’ fees. You and Celito both waive any claims for an award of damages that are excluded under this Agreement
Waiver of Jury Trial. You acknowledge that this arbitration provision constitutes a waiver of any right to a jury trial.
Statute of Limitations. You must contact us within one (1) year of the date of the occurrence of the event or facts giving rise to a dispute (except for billing disputes), or you waive the right to pursue a claim based upon such event, facts, or dispute.
Exceptions to Arbitration Agreement: You and we agree:
(a) you may take your dispute to small claims court, if your dispute qualifies for hearing by such court;
(b) if you fail to timely pay amounts due, we may assign your account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement;
(c) you or we may take any disputes over the validity of any party’s intellectual property rights to a court of competent jurisdiction;
(d) any dispute related to or arising from allegations associated with fraudulent or unauthorized use, theft, or piracy of service may be brought in a court of competent jurisdiction; and
(e) either you or we may seek any interim or preliminary relief from a court of competent jurisdiction, necessary to protect the rights or property of you or Celito, pending the completion of arbitration.
General Provisions. This Agreement does not provide any third party with a remedy, claim or right of reimbursement. Failure by Celito to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. This Agreement, and all other aspects of the use of the Service and the Celito website, shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its choice of law rules. This governing law provision applies no matter where you reside, or where you use or pay for the Service. This Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement or service description not expressly contained in the Agreement will be allowed to contradict, explain or supplement this Agreement. Neither you nor Celito is relying on any representations or statements by the other party or any other person that are not included in this Agreement. If any provision in this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Call Detail Records/Voice Call Logs. Celito will maintain call detail records/call logs for a period of one hundred (100) days unless a customer requests, in writing, that its call detail records be maintained and stored for a longer period. In the event such a request is made, Celito will store requested records for a longer period specified by the customer for an additional fee, provide the request is reasonable and technically feasible.
Events Beyond Our Control. Celito will not be responsible to you for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control.
Assignment. We can assign all or part of our rights or duties under this Agreement without notifying you. You may not assign this Agreement or the Service without our prior written consent.
Privacy. The Service utilizes the public Internet and third party networks to transmit voice and other communications. Celito is not liable for any lack of privacy which may be experienced with regard to the Service. In addition, Celito will provide personally identifiable customer and call detail information in response to lawful government requests, subpoenas and court orders, as well as law enforcement requests.
Notices. Celito primarily communicates with users of the Service via e-mail and U.S. Hard copy mail. Email from Celito is used to communicate important information about the Service, including billing and changes to the Service, much of which is time-sensitive. You acknowledge that a mailing or e-mail from Celito constitutes official notice from Celito and that you are required to read in a timely manner all e-mail messages sent to the e-mail address and all mail sent to your mailing address specified by you at the time of registration for the Service in order to avoid any potential disruption of the Service. You also acknowledge that you are responsible for notifying Celito of any changes in your e-mail or mailing address or the email or mailing address of the specified person at time of signing.
Survival. The provisions of this Agreement relating to indemnification (including those relating to 911 Emergency Dialing), limitations on liability, warranty limitations, billings, and your obligations to pay for the Service provided, including any additional usage charges, shall survive any termination of this Agreement or termination of the Service.
Non-Waiver. Failure by Celito to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release you from any of the warranties of obligations of this Agreement, and shall not be deemed a waiver of any right of Celito to insist upon strict performance hereof or any of its rights and remedies.
Changes to this Agreement. Celito may change this Agreement from time to time. Any changes will be posted in the Terms of Service section of the Celito.net website. Notice will be considered received by you and any such changes will become binding and effective on the date the changes are posted to the Celito.net website, except in the case of changes to the prices or charges, when we will comply with our notice commitments described above. IF YOU CONTINUE TO USE OR PAY FOR THE SERVICE AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS OR CONDITIONS, YOU AGREE TO THE CHANGES. The Agreement as posted supersedes all previously agreed to electronic and written terms of service.
Effective Date. These Terms of Service were last revised on December 15, 2011
|Celito Communications, Inc.
1400 Sunday Drive, Suite 105
Raleigh NC 27607