DAMAKA AMADEO CLOUD SERVICES AGREEMENT
These terms and conditions (hereinafter sometimes referred to as the "Agreement"), constitute a binding contract between you and Damaka, Inc. or based on your legal location, one of its affiliates (hereinafter referred to as DAMAKA). This Agreement describes your rights to use the software and services identified in section 1.1. You should read the entire Agreement because all of the terms together create a legal agreement that, once accepted by you, applies to you.
1.0 SERVICES, ACCEPTANCE AND CHANGES
Services covered by this agreement are
- Amadeo UCC Software as a Service.
- Amadeo Voice Services
We refer to these services, as well as other software, websites, and services that link to this Agreement collectively as the “Services.” When using the Services, you must abide by these terms (“this Agreement”). Amadeo Voice Services are described on the Services Supplements that are an integral part of this Agreement, and that may apply in whole or in part to you, depending on the services you are registered for.
By using or accessing the Services, or by agreeing to these terms where the option is made available to you in the user interface, you agree to abide by this Agreement without modification by you. If you don't agree, you may not use the Services.
1.3. CHANGES TO THIS AGREEMENT AFTER ACCEPTANCE
From time to time, DAMAKA may change or amend these terms. If we do, we'll notify you, either through the user interface, in an email message, or through other reasonable means. If you use the Services after the date the change becomes effective, you consent to the changed terms. If you don't agree to the changes, you must stop using the Services, cancel any paid Services by following the instructions in section 9.10, and close your Amadeo Cloud account. Otherwise, the new terms will apply to you.
1.4. TYPE OF CHANGES
We continuously work to improve the Services and may change the Services at any time. We may release the Services or their features in a beta version, which may not work correctly or in the same way the final version may work. From time to time we may stop providing portions of the Services. We may do so, for example, if it's no longer feasible for us to provide a Service, the technology advances, customer feedback indicates a change is needed, our agreements with third parties no longer permit us to make their material available, or external issues arise that make it imprudent or impractical to continue.
You agree and understand that the speed of the Services depends on many factors, such as the status and condition of the Internet network you are accessing and the Internet service provider that serves that network; the number of other users throughout the world accessing that network at the time; the status and condition of your access device; the bandwidth serving the remote site; and the congestion of the Internet in general. For these and many other reasons, actual connection speeds are not and cannot be guaranteed by DAMAKA, and may adversely affect the quality of the Services provided by DAMAKA. However DAMAKA may recommend technical improvements and/or changes in order to improve services provided by DAMAKA.
2.0 AMADEO CLOUD ACCOUNT
2.2. PASSWORD RECOVERY
If you've forgotten your password or otherwise can't access your Amadeo Cloud account, you can recover your access to it by visiting the Recover Password link included in the sign-in window in Amadeo Cloud web site. We'll do our best to help you recover your Amadeo Cloud account; however we can't guarantee that your Amadeo Cloud account will be restored or your Content will be recovered.
2.3. ACCOUNT TRANSFER
3.0 BILLING AND PAYMENTS
If there is a charge associated with a portion of the Services, you agree to pay that charge. The price stated for the Service excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You're solely responsible for paying such taxes or other charges. We may suspend or cancel the Services if we don't receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its Content.
3.2. BILLING ACCOUNT.
To pay the charges for a Service, you'll be asked to provide a payment method at the time you sign up for that Service. You can access and change your billing account information and payment method on the Amadeo Cloud CRM portal (https://amadeocloud.com/admin/login.php). Additionally, you agree to permit DAMAKA to use any updated account information regarding your payment method provided by your issuing bank or the applicable payment network. You agree to keep your billing account information current at all times. Changes made to your billing account won't affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
By providing DAMAKA with a payment method, you (i) represent that you're authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize DAMAKA to charge you for the Services using your payment method; and (iii) authorize DAMAKA to charge you for any paid feature of the Services that you choose to sign up for or use while this Agreement is in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you've approved, and we'll notify you in advance of any change in the amount to be charged for recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.
3.4. AUTOMATIC RENEWAL.
Provided that automatic renewals are allowed in your country, province, or state, we'll inform you by email before automatically renewing your Services. Once we have informed you that the Services will be automatically renewed, we may automatically renew your Services and charge you the then current price for the renewal term. We'll also remind you that we'll bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. We'll also provide you with instructions on how you may cancel the Services. You must cancel the Services before the renewal date to avoid being billed for the renewal.
3.5. ON LINE STATEMENT AND ERRORS.
We'll provide you with an online billing statement on the Amadeo Cloud CRM Portal (https://amadeocloud.com/admin/login.php), where you can view and print your statement. This is the only billing statement that we provide. It's your responsibility to print or save a copy of each online statement and retain such copy for your records. If we make an error on your bill, you must tell us within 60 days after the error first appears on your bill. We'll then promptly investigate the charge. If you don't tell us within that time, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund. If DAMAKA has identified a billing error, we'll correct that error within 60 days.
3.6. TRIAL PERIOD OFFERS.
If you're taking part in any trial period offer, your Services will be suspended by the end of the trial period, unless you activate your Services by purchasing any of the available subscription. If you don't activate your Services, your account will remain in our system for a period of a year allowing you to activate your services during this period. After this Period our system will remove your account, all the related services and information.
3.7. PRICE CHANGES.
We may change the price of the Amadeo UCC as a Service at any time and will notify you by email at least 15 days before the price change. If you don't agree to the price change, you must cancel and stop using the Services before the price change takes effect according to your account’s billing cycle. If there is a fixed term and price for your Service offer, that price will remain in force for the term.
We may also changes the rates and Fees for voices services at any time without prior notice. Voice Services rates and surcharges may be found at your Amadeo Cloud CRM Portal (https://amadeocloud.com/admin/login.php) or may be obtained by sending an email to DAMAKA’s Customer Service at email@example.com. You agree to review the information on this website on a regular basis as you are responsible for knowing its content.
3.8. REFUND POLICIES.
Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.
3.9. CANCELLING THE SERVICES.
You may cancel the Services at any time, with or without cause. Information and direction on how to cancel your Services is provided on the Amadeo Cloud CRM portal (https://amadeocloud.com/admin/login.php). You should refer back to the offer describing the Services as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; or (iv) you may lose access to and use of your account when you cancel the Services. If you cancel, your Services will end at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.
3.10. LATE PAYMENTS.
You must pay for all reasonable costs we incur to collect any past due amounts. These include reasonable attorneys' fees and other legal fees and costs.
3.11. INTERNET ACCESS SERVICES AND CHARGES.
You're responsible for paying the fees charged by your Internet access or Wi-Fi providers. Those fees are in addition to the fees you pay us for the Services. If you access the Services through wireless devices (for example, phones and tablets), your wireless carrier may charge fees for alerts, web browsing, messaging, and other services that require the use of airtime and wireless data services. Check with your carrier to verify whether there are any such fees that may apply to you. You're solely responsible for any costs you incur to access the Services through any wireless or other communication service.
3.12. THIRD PARTY BILLING AND PAYMENTS.
In cases where your account is handled by a third party, such as a reseller, refer to your agreement with the third party for billing and payment terms.
4.0 SERVICES TERMINATION
Each Party may terminate this Agreement: (a) if the other Party fails to fulfill any of its material obligations under this Agreement; (b) if the other Party becomes insolvent or admits in writing its inability to pay debts as they mature, or makes an assignment for the benefit of creditors; or (c) if a petition under any foreign, state or United States Bankruptcy Act, receivership statute, or the like is filed by the other Party. Termination shall be effective thirty (30) days after written notice to the defaulting Party if the default has not been cured within such thirty (30) day period. Notwithstanding the foregoing, termination due to default under Section 8.1 (a) shall be effective immediately.
You agree that your only right with respect to any dissatisfaction with any: (1) Agreement term, policy, or practice of DAMAKA in the operation of or relating to any one or more of the Services; (2) Pricing Content available on or through the Services or change therein; (3) of the Services; or (4) amount or type of fees or billing methods, or change therein, is to terminate this Agreement in accordance with its terms.
4.3. METHODS TO TERMINATE YOUR ACCOUNT
You may terminate the Services associated with your Amadeo Cloud account at any time and for any reason by going to Amadeo Cloud CRM Portal (https://amadeocloud.com/admin/login.php), go to subscription plan information section and select the options to terminate/cancel the services. However, please note that while you may cancel your account and its content, it may still remain on our systems for a period of time. Please see the Privacy Statements for more information about DAMAKA’s retention practices.
6.1. SOFTWARE LICENSING
Unless accompanied by a separate license agreement, any software provided by us to you as part of the Services is subject to the terms of this Agreement. The software is licensed, not sold, and DAMAKA reserves all rights to the software not expressly granted by DAMAKA, whether by implication, estoppel, or otherwise. If this Agreement governs the website you're viewing, any third-party scripts or code, linked to or referenced from this website, are licensed to you by the third parties that own such code, not by DAMAKA.
6.2. USE OF THE SOFTWARE
We grant you the right to install and use the software in every device you need on a worldwide basis for use by only one person at a time as part of your use of the Services, but only if you comply with all other terms in this Agreement.
6.3. SOFTWARE RESTRICTIONS
In addition to the other restrictions in this Agreement, you agree not to circumvent or bypass any technological protection measures in or relating to the software or Services or disassemble, decompile, or reverse engineer any software or other aspect of the Services that's included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so; separate components of the software or Services for use on different devices; publish, copy, rent, lease, or lend the software or the Services; or transfer the software, any software licenses, or any rights to access or use the Services. You may not use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network. You may not enable access to the Services by unauthorized third-party applications.
6.4. SOFTWARE UPDATES
We may automatically check your version of the software. We may also automatically download updates to the software from time to time. You agree to accept such updates subject to these terms unless other terms accompany the updates. If so, those other terms apply. DAMAKA isn't obligated to make any updates available and doesn't guarantee that we'll support the version of the system for which you licensed the software.
7.0 INTELLECTUAL PROPERTY, INCLUDING COPYRIGHTS AND TRADEMARKS
7.1. USE OF MARKS
All corporate names, service marks, logos, trade names, trademarks, websites and domain names of DAMAKA (collectively "Marks") are and shall remain the exclusive property of DAMAKA and nothing in this agreement shall grant you the license to use such Marks.
7.2 INTELLECTUAL PROPERTY
All Services and/or Materials are protected by trademark, copyright, or other intellectual property laws. Any commercial use of the Services and/or Materials found is strictly prohibited, without the express, prior, written consent of DAMAKA. Any reproduction or redistribution of the Services and/or Materials not in accordance with the Terms set forth herein is expressly prohibited by law, and may result in severe civil and criminal penalties.
8.1 NO WARRANTIES
All services and materials provided on this site are provided "as is". DAMAKA does not make any warranties of any kind, either express or implied, including without limitation warranties of title or noninfringement, or any implied warranties or merchantibility or fitness for a particular purpose with regard to the services or materials, any transaction performed through the services or on the internet generally, or as to the quality of the communication. DAMAKA shall not be liable for any cost or damage arising either directly or indirectly from any such transaction. DAMAKA does not warrant that the services or materials will be uninterrupted or error-free or will operate without packet loss or interruption nor does DAMAKA warrant any connection to or any transmission over the internet or that any defects in the services or materials will be corrected. You assume total responsibility and risk for your use of the services, materials and the internet.
You agree that your use of the Services, Hardware and Software, and the Internet is solely at your own risk. You agree that the Services, and the Software is provided on an "as is," "as available" basis without warranties of any kind, either express or implied unless such warranties are legally incapable of exclusion.
With regard to all Services provided by DAMAKA, you and DAMAKA agree that DAMAKA disclaims and is not responsible or liable for any direct, indirect, or consequential loss or liability (including specifically personal injury) resulting from any acts (or failures to act) of DAMAKA and/ or its employees, including, but not limited to: (1) loss of data; (2) loss of software or hardware; (3) loss of business or business opportunity; (4) loss or liability resulting from access delays or access interruptions; (5) loss or liability resulting from computer viruses; (6) loss or liability resulting from data non-delivery or data miss-delivery; (7) any other loss or liability resulting from the negligent acts and/or omissions of DAMAKA or DAMAKA’s subscribers; (8) loss and liability resulting from any errors, omissions, or misstatements in any and all information, goods, or services obtained on or through the Services; (9) loss or liability resulting from partial or total loss of Services; (10) loss or liability of any kind or nature whatsoever in anyway related to telephone company or line charges; (11) personal injury, personal or business losses or interruptions, emotional injury, and/or consequential damages; and, (12) loss or liability resulting from acts of God.
8.4 LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL DAMAKA OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY OTHER DAMAGES WHATSOEVER EVEN IF DAMAKA SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. This limitation of liability shall apply to all liability for death or personal injury to the extent applicable law permits such limitation.
You agree that DAMAKA’s entire liability, and your exclusive remedy, with respect to your use of the Services, performance and acts (or inaction) by DAMAKA, your use of the Software, and any breach of this Agreement is solely limited to (and in no event shall exceed under any legal or other theory of recovery) the amount you paid to DAMAKA to use the specific part of the Services giving rise to said liability. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, DAMAKA’s liability is limited to the extent permitted by law.
9.1. You agree to and will indemnify, defend and hold harmless DAMAKA, its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and any third party information providers to the Services or Materials from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your improper use of any Services or Materials, or any violation of this Agreement by you, including without limitation the Export Restrictions of section 13.0, the Data Protection Responsibilities of paragraph 14.0, and the Intellectual Property restrictions of paragraph 15.0. The provisions of this paragraph are for the benefit of DAMAKA and its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and any third party information providers to the Services or Materials. Each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
9.2. You agree that DAMAKA has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Paragraph 1 of this section 9.0. In such event, you shall have no further obligations pursuant to Paragraph 1 of this section 9.0.
10.0 GOVERNING LAW
10.1. You agree that this "Agreement" and the "Supplements" (hereinafter sometimes referred to as the "Agreements") comprise the entire understanding between DAMAKA and you, and that together they supersede any prior agreements between you and DAMAKA with respect to the subject matter of these agreements and Services rendered by DAMAKA.
You consent to DAMAKA providing you notifications about the Services or information the law requires us to provide via email to the address that you specified when you signed up for the Services. Notices emailed to you'll be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Services.
12.0 NO THIRD PARTY BENEFITIARIES
This Agreement is solely for your and our benefit. It isn't for the benefit of any other person, except for DAMAKA’s successors and assigns.
13.0 EXPORTS RESTRICTIONS
DAMAKA’s free software and services are subject to United States and other jurisdictions’ export and technology laws and you agree to comply with all such applicable laws and regulations that apply to the software and/or services. United States government permission is required to transfer these free software and services to governments of any embargoed country or certain prohibited parties. Please see the US Department Treasury website (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx) for more information. Additionally, paid services are subject to United States export laws and regulations with which you must comply. These laws include restrictions on destinations, end users, and end use.
14.0 DATA PROTECTION RESPONSIBILITIES
You agree to comply with all data protection laws, statutes and regulations, including all EU/ EEA and United States (whether state or federal) applicable legislation with respect to the processing of personal data, and including the laws of any country from which personal data has been exported and, where applicable EU Data Protection Directive 95/46/EC, the EU Directive on Privacy and Electronic Communications 2002/58/EC, Commission decisions, guidance issued by regulators and all national implementing legislation, and all other applicable laws and regulations relating to data protection and privacy in any jurisdiction. You agree that Damaka has no responsibility to prevent or liability for any violation of any Data Protection laws, statutes, or regulations caused by any action or inaction on your part, nor does Damaka have any responsibility to monitor for such violations.
15.0 INTELLECTUAL PROPERTY RESPONSIBILITIES
You agree that your use of the Services, including any content you upload using the Services, does not and will not infringe any patent, copyright, trademark, proprietary information or other intellectual property right of a third party, nor will it misappropriate any third party trade secret.
SERVICES SUPLEMENT 1
AMADEO VOICE SERVICES
The terms and conditions of this Services Supplement 1 ("Terms and Conditions") are an integral part of the Damaka Amadeo Cloud Services Agreement ("Agreement") between you and DAMAKA. Any Amadeo Cloud Voices Services (collectively, the "Services") provided by DAMAKA to you shall be governed by the terms and conditions herein. By purchasing the Services, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
1.0 PRELIMINARY TERMS
1.1. Electronic Signatures and Agreement(s):
You agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the www.amadeocloud.com portal website. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
1.2. No Emergency Calls
By entering into this Agreement you acknowledge and agree that the DAMAKA infrastructure does not intend to support or carry emergency calls.
1.3. Jurisdiction Restrictions
If you are residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, you may not enter into this Agreement. By entering into this Agreement you explicitly states that you have verified in your own jurisdiction if the use of internet telephony is allowed. You shall be solely responsible, bear all costs (including reasonable lawyer's costs) and will hold DAMAKA harmless, if you breach the Jurisdiction restrictions.
DAMAKA may at its sole discretion refuse an application or order:
- If the information provided is incomplete.
- If DAMAKA has reason to doubt the accuracy of the information, or it is not supported by the required identification or, in the case of company applications, the required authorization.
- If you are known to have committed fraud, or you are in bankruptcy, or has given any reason to doubt your ability to meet their commitments under this Agreement.
2.1. DAMAKA agrees to provide you, and you agrees to purchase services from DAMAKA under the terms and conditions set forth in this services supplement.
2.2. This services supplement shall apply to all voice services provided by DAMAKA. Services may include but are not limited to: Numbers (including DID numbers and Toll-Free numbers), Channels, Virtual PRI, Call Forwarding, Termination, Inbound and Outbound SMS, Virtual PBX, access to an API, and may have additional terms and restrictions as specified in the relevant service appendices.
2.3. You acknowledge that the allocation of Numbers (DIDs and/or Toll-Free numbers) as part of the Service does not constitute a transfer of property or sale of numbering rights by DAMAKA, and only constitutes a sale of right to use the Numbers exclusively as long as the Service is provided. As a result, you are not entitled to claim any such rights to the Numbers which will be reassigned to DAMAKA immediately at the termination of the Service.
2.4. Service term is one or more full months, according to the service order, beginning on date that Service is activated. Service orders are renewed automatically for additional terms until cancelled.
3.0 ACCEPTABLE USE OF SERVICE
3.1. You are prohibited from using the Service for callback calls, auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting purposes.
3.2 You agree to indemnify DAMAKA against any cost and/or damage and/or expense and/or claim and/or demand, including any made by a third party, arising out of your or End User's use of the service in violation of the Acceptable Use of Services, and all costs relating thereto, all of which will immediately be due and payable.
4.0 RESPONSIBILITIES AND OBLIGATIONS
4.1. DAMAKA RESPONSABILITIES
- DAMAKA will make all reasonable efforts to maintain equipment suitable for handling and terminating calls.
- DAMAKA shall notify the Customer as soon as reasonably practical, of any changes in rates payable, or modification to the service offered.
- DAMAKA shall provide the Customer with reasonable technical and sales support, which DAMAKA in its sole discretion shall consider necessary and appropriate.
- DAMAKA may from time to time make changes to equipment used to handle calls and provide the service. Such changes are at the sole discretion of DAMAKA, and may be made without your prior consent.
4.2. YOUR RESPONSABILITIES
- You shall pay for the Services in accordance with the provisions set forth in Section 3.0 of Damaka Amadeo Cloud Services Agreement.
- You shall ensure that it has all necessary approvals, permissions or authorizations for the services operated through DAMAKA including those offered to its End Users. You shall be responsible for the content, quality and delivery of services offered to its End Users, and for ensuring that these services comply with the laws and this Agreement.
- You shall provide DAMAKA on request with information or material regarding the service operated through DAMAKA, including those offered to its End Users or agents upon and to the extent of any request made by DAMAKA.
- You shall ensure that services provided are not used for any unlawful purpose whatsoever including the transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, defamatory, or which in any way infringe copyright, intellectual property rights, trademarks, or which is pornographic, or any other material that may cause offence in any way.
- DAMAKA may recover from you, who will hold DAMAKA harmless, all fines, claims or administrative expenses resulting charged by any other regulatory body, resulting from a breach of the law or this agreement.
- You specifically agrees to indemnify DAMAKA against all costs and liabilities arising out of all claims which result from a breach, or an allegation of any breach of any yours obligations set forth in this clause 4.2
- You shall co-operate with DAMAKA in relation to any complaints, enquiries or investigations regarding services used by you. The Customer shall, at the discretion of DAMAKA, without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether brought by DAMAKA or brought against DAMAKA.
- You shall ensure that any third party using your facilities shall be bound by the terms of this Agreement.
- You are responsible for ensuring that no third party intellectual property right is infringed by its choice of DID number for a particular service and will hold DAMAKA harmless against all costs and liabilities arising out of a breach or allegation of a breach of any such third party's intellectual property rights.
5.0 PROVISION OF SERVICES AND WARRANTIES
5.1. DAMAKA will take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted. However, DAMAKA cannot provide a fault free service. DAMAKA gives no warranty that its network or services shall be continuous, or will be free from faults.
5.2. DAMAKA gives no warranty or guarantee that the service is satisfactory or suitable for the Customer's purposes. All warranties relating to the service from DAMAKA are excluded, even if implied by statute.
5.3. The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement form any part of a contract, nor has induced either party into this Agreement.
5.4. You acknowledge that:
- The service provided by DAMAKA was not designed for the Customer's individual requirements, and it is up to the Customer to decide if the service provided by DAMAKA is of satisfactory quality and fit for the purpose for which it is used.
- DAMAKA is reliant on third parties for delivery of services, and therefore DAMAKA can have no liability of whatever nature for any delay or fault to the delivery of same.
6.0 RATES, PRICES AND PAYMENT
6.1. All prices are stated on the applicable price list updated from time to time and posted on Customer's private account on the Amadeo Cloud CRM Portal. You agrees to subscribe to a Minimum Monthly Charge ("MMC") of the pricing published in your account and to terms and conditions as described in the applicable services order.
6.2. Service charges:
- Recurring Fees are charged in advance based on the amount of full months in the order term, beginning from the date of Service activation.
- Fees based on usage, such as voice termination minutes, Pay as You Go PSTN forwarding, Toll-Free origination minutes, and SMS are charged upon completion.
- Fees based on usage, such as voice termination minutes, Pay as You Go PSTN
- You are responsible for the full monthly payment when Services are cancelled within the monthly term.
6.3. DAMAKA reserves the right to modify prices for Services during the period of this Agreement.
- DAMAKA may decrease prices for Services without any restrictions.
- DAMAKA may increase prices:
- For Services based on a variable charge, changes are effective immediately and are updated in the pricelist associated with your account on the Amadeo Cloud CRM portal website.
- For all other Services upon written notice to you who will have 30 (thirty) days to reject the said price increase.
- For all other Services upon written notice to you who will have 30 (thirty) days to reject the said price increase.
- In case you rejects a price increase DAMAKA has the right to terminate the Service in accordance with clause 4.0 of Damaka Amadeo Cloud Services Agreement, or to continue to provide the Service at the original price.
- The relevant Service Order Form shall be deemed amended in accordance with a notice of price amendment.
6.4. DAMAKA shall charge and Customer shall pay for the Services in accordance with the provisions set forth herein.
- Customer shall transfer funds in U.S. Dollars into its DAMAKA prepaid account to maintain a credit balance.
- Payment may be made via credit card, PayPal or by wire transfer to DAMAKA's designated bank account. The following terms apply:
- DAMAKA accepts payments different currencies as defined in your account’s subscription plan. A payment in any other currency will be apply in account’s base currency. Foreign exchange rates vary and are determined by financial institutions.
- While paying by wire transfer or Paypal all transaction charges are to be borne by you. DAMAKA will recognize only net amounts received. It is your responsibility to determine what, if any charges are being applied to the payment.
- A minimum of 250 U.S. Dollars applies to wire transfers.
- By ordering any Service with DAMAKA, you explicitly allows DAMAKA to directly debit your prepaid account and in case there is insufficient credit in the account, to charge your credit card(s) that DAMAKA has on file, to settle any invoices.
- If Customer credit balance is insufficient Services may be automatically suspended until further credit is applied. To avoid suspension of Services, Customer is advised to regularly check the status of its account, and have a valid credit card or alternative payment form updated on its DAMAKA account at all times.
- Customer shall not be entitled to a reimbursement of any prepaid charges.
- Any interest earned by DAMAKA on credit balances in your account will accrue to DAMAKA.
6.5. DAMAKA’s records shall constitute prima facie evidence of the data contained in such records and shall prevail, absent manifest error, over your records. Your call minutes shall be calculated according to CDR and Pricelist data logged by DAMAKA in your account.
6.6. DAMAKA shall provide you with invoices and detailed reports regarding the Services and payments debited from its account. DAMAKA should be notified of all billing disputes via email to its designated email address ( firstname.lastname@example.org ) within 15 days. If you fail to deliver such notification it shall be deemed to have waived you rights to dispute the charges. DAMAKA and you shall attempt in good faith to promptly resolve any objection to the invoiced amount. If the dispute is subsequently resolved in your favor, DAMAKA shall issue a credit to your account for the disputed amount.
6.7. Unless otherwise stated, all amounts payable to DAMAKA under this Agreement are exclusive of any tax, except for taxes based on the net income of DAMAKA. If under the applicable law you must deduct any taxes from DAMAKA receivables, the payment amount will automatically be increased to the extent that DAMAKA final amount received is equal to the amount invoiced or otherwise due. You will provide DAMAKA with the official statement by the tax authorities due to the obligation to pay any such taxes. You shall also pay such taxes or provide DAMAKA with the official statement by the tax authorities due to exemption from such taxes.
6.8. In case the Customer does not fulfill his payment obligation under this Agreement after the date of a final notice, parties agree that DAMAKA will be entitled to the application of the article 4.0 of Damaka Amadeo Cloud Services Agreement.
April 16, 2015