Terms of Services
This Terms of Service Agreement (hereinafter "Agreement") sets forth the terms and conditions by which we, The Click to Call LLC , a D.B.A. of The Call Machine LLC, and its affiliates (collectively referred as to “CTC “), were its websites are www.theclicktocall.com and www.theclick2call.com (collectively referred to as the “Site”), provide the services described on its Site (the "Services") to Site visitors, users, registered members and account holders. "You" and "your" used herein shall refer to any site visitors, users of the Services, and/or account holders. "We", "us" and "our" used herein shall refer to CTC. By visiting our Site, using the Services provided via our Site, or registering an account, you thereby agree to be bound by each of the terms and conditions of this Agreement. You may use the Services only while you are a paying subscriber to the Services.
This Agreement shall become effective as of the Effective Date. This Agreement shall remain effective until terminated as provided hereunder. Either Party may terminate this Agreement by providing the other with notice of such termination, which shall be effective immediately upon delivery of such notice to the other Party. Furthermore, CTC may terminate this Agreement immediately for any breach of this Agreement or any applicable policy of CTC as posted on the Site from time to time. No reimbursements for any fees charged in connection with Service(s) offered on the Site shall be issued where reason for termination is due to the violation of any of the terms and conditions set forth herein or in any other policy posted on this Site. In the event of termination or expiration, the following sections shall survive: TERM; PAYMENT; NO LIABILITY; IDEMNIFICATION; GOVERNING LAW; CONFIDENTIALITY; NOTICE; and MISCELLANEOUS.
We may automatically amend this Agreement at any time by informing you of the amended terms via email to an email address you provide to us, if you are a registered account holder. Such amendments will be effective when sent to your last known email address. It is your duty to maintain a valid email address, keep us updated as to such address, and ensure that emails we send you are not filtered or stopped by spam filters or other types of email blocking functionalities. Alternatively, we may merely post the amended terms and make them available to be read by current account holders. In such cases, the modified terms and conditions of this Agreement are effective and in force when posted by us.
For those visitors to the Site who have not registered as users, or who have let their memberships elapse, it is their responsibility to read this Terms of Service each time they access any portion of our site. Any usage of this Site by you, including merely viewing our home page or any page published on our site, as an unregistered CTC user, means that you agree to be bound by each and every one of the terms and conditions of this Terms of Service Agreement.
3.1 For the Services provided pursuant to this Agreement, Customer shall pay CTC per the pricing and provisions of the then current relevant pricing. Pricing is subject to change. Current pricing shall be posted on the Site and shall become effective immediately. Unless specified explicitly by CTC to the contrary, all prices are in U.S. dollars.
3.2 Our recurring charges are not based upon actual usage of the Service, but instead, are based upon a license fee that entitles you to use the Service. We don’t required that you setup your account on automatic payment, but if you use this option, you must specifically cancel any service that you no longer wish to use and pay for, otherwise the service will automatically cancel once the balance is exhausted.
3.3 Promotional Rates. Our promotional rates and fees, such us free monthly service and free calls, to name some, may end or be amended at any time without notice at sole discretion of CTC.
4.1 Payment for Service(s) and applicable taxes and/or surcharges is billed on a pre-pay basis, unless otherwise provided in, if attached, the "Financial Terms and Conditions" set forth in Addendum 1 to the Agreement. Customer understands that Service(s) will not be provisioned unless and until sufficient pre-payment is made, and Customer further understands that Service(s) may be suspended immediately if sufficient pre-payment is not made. It is Customer's ongoing
charges assessed. You will be billed for services you have selected to receive on a recurring basis until and unless the service(s) we are providing is cancelled by you. We currently support monthly recurring billing plans. By accepting any of our services, you agree to keep us updated as to your billing information.
Accounts that have become delinquent (negative balance) will be deactivated without further notice being given to you.
4.2 Refund policy. Upon our approval, account balances will be refund within thirty (30) days of approval; the credit will be posted to your credit card, bank account or a check will be mail to you, based on the means of payment you used to found your balance. No refunds will be issued after thirty (30) days.
5.0 TECHNICAL SUPPORT.
5.1 CTC provides Customer technical support at its sole discretion and as limited to the services and equipment provided hereunder. Technical support is rendered from CTC's or a partner's premise, as available via email and telephone. Support for other applications and uses is not provided or implied.
5.2 Scheduled Maintenance. CTC makes every effort to perform all maintenance activities with respect to the Services during pre-scheduled maintenance windows. Currently, such maintenance windows are set for Friday and Saturday evenings, from 10:00 p.m. to 2:00 a.m. U.S. Eastern Time. Not all maintenance windows will be utilized, however, and maintenance may need to be performed outside of such windows depending on the scope and nature of the maintenance requirements. If the Services will be down for maintenance at a time that is outside of the maintenance windows, we will, it time allows, issue you an announcement via email prior to the date of the planned maintenance activity.
6.0 NO LIABILITY.
Customer agrees not to hold CTC, CTC's principals, agents, employees, officers, directors, Affiliates, or participants liable for any advice, representations and/or Service(s). Customer releases CTC, CTC's principals, agents, employees, officers, directors, Affiliates, and/or participants from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with any such disputes that may arise through the use of the Site and/or Service(s).
Customer agrees to defend, indemnify and hold CTC, its Affiliate(s) and its vendors harmless from any claims or damages relating to this Agreement.
8.0 GOVERNING LAW.
The laws of the State of Florida govern this Agreement. Customer acknowledges and agrees that Florida courts have jurisdiction over this agreement, that Miami-Dade County, Florida is an appropriate place for venue of any litigation, and that all litigation, to the extent possible, shall be in Miami, Florida.
For the entire term of this Agreement and for a period of one (1) year after its termination, each Party shall maintain the confidentiality of all information or data of any nature provided to it by the other Party that contains a conspicuous marking identifying it as "Confidential" or "Proprietary" (the "Information"). Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect Information it receives from the other Party as it accords to its own confidential and proprietary information. The above requirements shall not apply to Information, which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party, or any third party, is already publicly available through no breach of this paragraph, or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify the disclosing Party of the required disclosure. Any information accessible only through an authentication process (login and password) is considered confidential. More over, all the information You access after log in to Our Site is Confidential.
Except as otherwise provided herein, all required notices shall be in writing, transmitted to the Parties' addresses specified in the signature page or such other addresses as may be specified by written notice, and will be considered given either: (i) when delivered by email, so long as duplicate notification is sent via US Mail; (ii) if sent in the U.S., when deposited in either registered or certified U.S. Mail, return receipt requested, postage prepaid; or (iii) when delivered by an overnight courier service.
11.1 Any section or any other provision of this Agreement which is or becomes illegal, invalid or unenforceable shall be severed here from and shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof, which provisions shall remain in full force and effect.
11.2 Descriptive headings in this Agreement are for convenience only and shall not affect the construction of this Agreement.
11.3 Failure of either Party to insist on performance of any term of condition of this Agreement or to exercise any right or privilege hereunder shall not be construed as a continuing or future waiver of such term, condition, right or privilege.
11.4 The relationship between the Parties shall be that of independent contractors, and nothing herein contained shall be deemed to constitute a partnership or joint venture between them or a merger of their assets or their liabilities or undertakings. Neither Party shall have the right to bind the other Party, except as expressly provided for herein.
11.5 This Agreement represents the entire understanding between the Parties in relation to the matters herein and supersedes all previous agreements whether oral or written made between the Parties in relation to the subject matter thereof.
11.6 Each Party represents and warrants to the other that the execution of this Agreement and the performance of such Party's obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.