TERMS OF SERVICES
These Answering365 Terms of Service (these “Terms”) govern the access and use of all services and products offered by Answering365, a division of Concorde Communications. These Terms constitute a legally binding agreement between Answering365 and any individual or entity (“Subscriber”) that accesses, uses and/or receives any Answering365 services and products.
1. APPLICABILITY OF THESE TERMS
These Terms apply to Subscriber’s use of all services and products offered by Answering365 and Concorde Communications including services offered on Answering365’s website located at www.answering365.com (“Answering365 Website”). Answering365 and Concorde Communications may from time to time change these Terms, and any other terms or conditions appearing on the Answering365 Website that may be referred to in these Terms, in accordance with Section 6.
2. ENTIRE UNDERSTANDING
This Agreement constitutes the entire understanding of the Parties related to the subject matter hereof. This Agreement supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the Services or the Parties’ rights or obligations relating to Services. Any prior representations, promises, inducements, or statements of intent regarding the Services that are not embodied in the Agreement are of no effect.
3. TELEPHONE NUMBER
After Subscriber registers with Answering365:
(a) Answering365 will assign to Subscriber a unique telephone number for use with Answering365 Services provided to Subscriber; or
(b) Subscriber may port their existing telephone number to Answering365’s telecommunications carrier for use with Answering365 Services provided to Subscriber.
To the extent not prohibited by applicable law or regulation, in the event that any service is terminated, Answering365 may retain the assigned telephone number for use as it sees fit.
4. PAID SERVICES
4.1 Pricing. The charges for each Answering365 Paid Service may include (a) subscription charges called “base rate” that do not vary based on Subscriber’s usage of the Answering365 Paid Service (“Subscription Charges”) and/or (b) incremental charges that are incurred based on Subscriber’s usage of the Answering365 Paid
Service, e.g., without limitation, excess inbound call charges, messages sent via SMS, and call transfer charges (“Usage Charges”). The charges for the Answering365 Paid Services are set forth in the price list on the Answering365 Website (“Price List”) and below in Section 4.2, both of which may be revised by Answering365 from time to time as set forth in Section 5.
|Allowance||Base Rate||Each Additional Minute|
Unused monthly minute allowances expire each billing month.
Initial setup from $50 depending on complexity.
Higher volume plans and pricing are available – please contact us for further information.
*Unused monthly call/minute allowances expire each month.
Each Additional Minute
Higher volume plans and pricing are available – please contact us for further information.
Initial setup from $75.00 depending on complexity.
*Unused monthly call/minute allowances expire each month.
|Virtual Office Assistant|
|Allowance||Base Rate||Each Additional Minute|
Initial setup from $100.00 depending on complexity. Higher volume plans and pricing are available – please contact us for further information.
*Unused monthly call/minute allowances expire each month.
Setup Charge Subscriber shall pay a one-time non-refundable setup in the amount specified in their Service Agreement. This charge is separate from Subscriber’s regularly recurring service fees.
Additional Contacts or Message Recipients
|Number of additional contacts or message recipients||Price (per month)|
|2 – 5||$10|
|6 – 10||$15|
|11 – 20||$20|
|21 – 50||$30|
|More than 50||Price on application|
Setup and maintenance of contact lists may incur additional charges,
Account Hold Subscriber may place their account on hold to retain their phone number and avoid reactivation fees for $5 per month.
Holiday Charges will automatically apply for: Thanksgiving, Christmas, New Years, Martin Luther King Day, Presidents Day, Memorial Day, July 4th, Labor Day, Veterans day.
Additional Charges. Answering365 Paid Services may include the following additional charges dependent on Subscriber usage and preferences.
Messaging and Call Transfer
|Message by SMS||$0.05 per message ($0.10 multi segment)|
|Call transfer to landline or cell phone||$0.20 per call|
|Call transfer to international number|
Dependent on country – please enquire if Subscriber.
anticipate calls being transferred outside of the US
|IVR/Phone Tree Menu||$35.00|
|$50 per month|
|US/Canadian Tollfree Number|
|International Tollfree Number|
|Additional Numbers||$10 per month|
|Plan||Included Minutes||Subscription Charges||Usage Charges|
|Message Center Voicemail||250||$25.00||$0.05 per minute|
|Voicemail with IVR||250||$55.00||$0.05 per minute|
Telemarketing Calls. Calls identified by Answering365 as being from telemarketers or promotional companies will not be deducted from subscription allowances. Answering365 makes best endeavors but takes no responsibility for the accurate identification of calls as being from telemarketers or promotional companies.
Short Duration Calls. Calls answered by Answering365 that are under 5 seconds in duration will not be deducted from subscription allowances.
4.2 Discounts. If Answering365 grants to Subscriber any discount for any Selected Paid Service, such discount will be applied to the applicable charges set forth in the Price List or these Terms and will apply only during the period specified by Answering365 in writing (“Discount Period”), after which the charges set forth in the Price List or these Terms will apply without such discount.
5. BILLING AND PAYMENTS
(a) Subscriber will be responsible for paying the fees associated with the Services the subscriber has selected as described above, as well as any and all applicable sales and use taxes for the purchase of the subscription based on the address the subscriber provided when Subscriber registered.
(b)The initial billing period may be less than a full billing cycle, in which case, Subscriber’s fees for that initial billing period will be prorated accordingly. All fees are quoted in United States dollars.
(c) The subscriber is required to maintain a valid payment method on file with Answering365 or Concorde Communications. Subscriber agrees that Service Provider may charge Subscriber’s credit or debit card, withdraw amounts from Subscriber’s designated account at Subscriber’s depository institution, or charge any other payment method that Subscriber have on file with the fees due hereunder. Subscriber represents and warrant that the payment information Subscriber provides to us is correct and accurate and Subscriber is using a form of payment that the Subscriber is legally authorized to use for this purpose. Subscriber agrees that the Subscriber is solely liable for any payment or credit card fraud, abuse or unauthorized use by Subscriber or others. Except for downgrades and cancellations by the Subscriber in the manner permitted herein, payments are nonrefundable, and there are no refunds or credits for partially used periods.
5.1 Calculation of Fees and Other Charges
a. Fees for professional services are calculated on the time spent by Service Provider, associates and staff attending to said services, multiplied by the relevant rate.
b. Worktime is any time that Service Provider staff are working in or on your account on your behalf, including, but not limited to, time spent answering your calls, drafting, and sending emails, initiating, facilitating, or making outbound calls, dispatching, reviewing, and responding to customer service inquiries, programming, conducting account maintenance and/or otherwise corresponding with you or your callers on your behalf.
c. Worktime is calculated on a minute usage-basis, which will be billed in increments specified on the Service Agreement.
d. Worktime minutes are billed in 30-second increments, unless otherwise specified on Service Agreement and calls are rounded up to the nearest 30-second mark.
e. Answerin365 does not not bill for time when callers are on hold waiting to speak with the Call Center or for inbound ringing time., Service Provider does bill for time when callers are on hold waiting to be transferred from the Call Center to the Subscriber (including outbound ringing time) and bills for time when callers are on hold while the Call Center interacts with the Subscriber.
a. Invoices occur on a 28-day billing month with the base rate charge for the month in advance and usage for the prior period in arrears.
b. Before any bill is sent to Subscriber, Answering365’s Client Services Team will be responsible to ensure that fees and other charges are appropriate.
c. Invoices are due upon receipt but must be posted by next billing cycle.
d. If not a late fee of $20.00 or 1.5 % per cycle, whichever is greater will be assessed on overdue invoices.
e. Payments must arrive at Answering365 payment center at least eight (15) days before next billing cycle to be posted without late fees.
f. Returned check fee charge is $25.00.
3. Pricing Plan Changes. Subscriber may request to change the Pricing Plan it selected for any Selected Paid Service to a different Pricing Plan. If Answering365 approves such request (acting reasonably), the new Pricing Plan will take effect on the first day of the next Paid Service Term following the Paid Service Term in which Answering365 receives such request and any charges previously incurred by Subscriber will remain payable by Subscriber.
4. Taxes. Subscriber will be responsible for any taxes, duties, levies or other governmental charges (collectively, “Taxes”) assessed or imposed in connection with any Answering365 Offerings provided to Subscriber or any payments or transactions under these Terms, excluding Answering365’s income taxes. Subscriber will be responsible for paying applicable sales and use taxes for the purchase of any Paid Services based on the address that Subscriber provides when registering with Answering365. If Answering365 is obligated to collect or pay any such Taxes, Answering365 may charge to Subscriber’s Credit Card the amount of such Taxes except to the extent Subscriber provides Answering365 with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Unwanted Calls. Answering365 does not take any responsibility for any inbound calls, including, without limitation, any inbound calls from (a) telemarketers or promotional companies, (b) callers who misdialed, or (c) or callers who do not leave messages. Answering365 makes best endeavors to facilitate the blocking of numbers as nominated by Subscriber to minimize the number of such calls, however these calls qualify as inbound calls and may result in Usage Charges in accordance with Section 5.1.
6 REVISIONS TO PRICES.
Answering365 may revise the Price List or charges set forth in these Terms from time to time. Such revisions may include, without limitation, changes to the amounts of the Subscription Charges or Usage Charges for Answering365 Paid Services, changes to the usage allowances included in the Pricing Plans, and discontinuation of Pricing Plans.
(a) Each such revision will take effect after reasonable notice is provided by being posted to the Answering365 Website, except that any such revision that affects a Selected Paid Service will apply to Subscriber starting at the commencement of a Paid Service Term beginning no less than twenty-eight (28) days from the date which Answering365 provides notice of such revision to Subscriber in accordance with Section 2. If Subscriber does not agree to any such revision, Subscriber may terminate the affected Selected Paid Services in accordance with Section 10.1 below and discontinue its use of such Selected Paid Services. If Subscriber does not terminate its use of any affected Selected Paid Service prior to the effective date of such revision, Subscriber will be deemed to have agreed to such revision with respect to such Selected Paid Service.
(b) If a Pricing Plan selected by Subscriber is discontinued, Subscriber will select a new Pricing Plan from then-current pricing plans offered by Answering365. If Subscriber does not select a valid new Pricing Plan prior to the effective date of such discontinuation, then (i) Answering365 may suspend the affected Selected Paid Service until Subscriber selects a valid new Pricing Plan or (ii) Subscriber may terminate the affected Selected Paid Service by written notice.
7. CHANGES TO SERVICES OR TERMS
Answering365 may from time to time make changes to any Selected Paid Service (including, without limitation, the scope, nature and other details of such Selected Paid Service), these Terms, Answering365’s Fair Use Policy (as defined in Section 8.4 below) or any other terms or conditions appearing on the Answering365 Website that may be referred to in these Terms, in each case by providing notice to Subscriber in accordance with Section 16.8. Each such change will be effective on the date of such notice if such change is made by Answering365 to comply with any applicable laws or to address any actual or potential third party claims, or if such notice is provided to Subscriber during the Trial Service Term; otherwise, it will be effective at the end of the Paid Service Term in which such notice is delivered, provided that if such notice is delivered less than fifteen (15) days prior to the end of such Paid Service Term, such change will be effective at the end of the subsequent Paid Service Term. If Subscriber does not agree to such change, Subscriber may terminate the affected Selected Paid Services in accordance with Section 10.1 below and discontinue its use of all other affected Answering365 Offerings. If Subscriber does not terminate such Selected Paid Services and discontinue its use of all other affected Answering365 Offerings prior to the effective date of such change, Subscriber will be deemed to have agreed to such change. For avoidance of doubt, this paragraph does not apply to changes to the Price List.
8. OBLIGATIONS OF SUBSCRIBER
8.1 Information Provided by Subscriber. Subscriber represents that all information provided by Subscriber to Answering365 (including, without limitation, all contact information and information regarding Subscriber’s Credit Card) is accurate, up-to-date, and complete at the time it is provided to Answering365. Subscriber will update all such information so that it remains accurate, up-to-date, and complete at all times.
8.2 Use of Services
a. If Subscriber anticipates an increase or spike in usage, Subscriber must provide Service Provider with at least five (5) business days’ notice so that we may properly staff your account. In order to provide excellent service to all our customers.
b. Answering365 schedules staff according to the schedules provided by our clients. Subscribers are required to provide Answering365 with a schedule
c. for when you will be using our services. If Subscribers need to use our services outside of regularly scheduled days or hours Subscribers must provide Answering365 with at least five (5) business days’ notice.
d. We reserve the right to limit or restrict calls and other services if they exceed the number or level of calls anticipated according to Subscribers specific base rate plan and provided schedule.
8.3 Forwarding Phone Numbers. Some Answering365 Offerings may involve the forwarding of calls or messages to phone numbers specified by Subscriber (“Forwarding Telephone Numbers”). Subscriber represents that all Forwarding Telephone Numbers are under Subscriber’s direct control, and Subscriber will not direct Answering365 to forward calls or messages to any phone numbers not under Subscriber’s direct control. In addition, Subscriber acknowledges and agrees that Answering365 will have the right to refuse to forward calls and messages to any telephone number in Answering365’s discretion, in which case Subscriber will need to provide a different telephone number to receive forwarded calls and messages.
8.4 Compliance with Laws. Subscriber will at all times comply with all applicable laws and regulations in connection with its use of Answering365 Offerings. Subscriber will not use any Answering365 Offerings to engage in, or to encourage or assist others to engage in, any illegal or fraudulent activities.
8.5 Answering365 Fair Use Policy. In connection with its use of Answering365 Offerings, Subscriber will at all times comply with this fair use policy (“Fair Use Policy”). The Fair Use Policy pertains to:
(a) Subscriber’s inbound call durations on Virtual Receptionists and Message Express subscriptions. After providing reasonable notice, Answering365 may require that Subscriber’s Account be re-configured, that Subscriber transition to an appropriate subscription or terminate any or all Selected Paid Services with effect at the end of the then current Paid Service Term, should it determine, at its absolute discretion, that the Subscriber’s inbound call durations are in any way excessive or unreasonable.
(b) Subscriber’s call transfer durations. After providing reasonable notice, Answering365 may require that Subscriber’s call transfers be charged on a per minute basis or terminate any or all Selected Paid Services with effect at the end of the then current Paid Service Term, should it determine, at its absolute discretion, that the Subscriber’s use of call transfers is in any way unreasonable.
This Fair Use policy may be amended by Answering365 from time to time.
8.6 Other Prohibited Activities. Subscriber will not, and will have no right to:
(a) sell, resell, or otherwise provide any Answering365 Offerings to third parties, or use or otherwise exploit any Answering365 Offerings for the purpose of selling or otherwise providing to third parties the benefit of any Answering365 Offerings or any products or services that are similar to any Answering365 Offerings.
(b) overburden, disable or otherwise disrupt any Answering365 Offerings or interfere with the use of any Answering365 Offerings by any other Answering365 Subscribers; or
(c) obtain or attempt to obtain any materials or information regarding any Answering365 Offerings or any other user of Answering365 Offerings through any means not intentionally made available or provided for by Answering365 through the Answering365 Website or any Answering365 App.
8.7 Indemnification. Subscriber will indemnify, defend, and hold harmless Answering365 from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any breach by Subscriber of this Section 8 or any third-party claim relating to any of Subscriber’s products, services, or businesses.
9. SERVICE SUSPENSION
9.1 Insufficient Funds. Answering365 may suspend the performance of any or all Selected Paid Services if any charge submitted by Answering365 to Subscriber’s Credit Card as permitted under these Terms is declined or is initially accepted but subsequently reversed, or any amount payable by Subscriber under these Terms is not otherwise paid when due. Answering365 will endeavor to provide prior written notice of suspension where it is practicable to do so.
9.2 Emergency Suspension. Answering365 may suspend the performance of any or all Selected Paid Services and disable Subscriber’s access to Subscriber’s Account and any Answering365 Offerings if Answering365 has any reason to believe that (a) Subscriber has committed any breach of Section 8 or has engaged in any activity that could disrupt any Answering365 Services, or (b) there has been any unauthorized access to Subscriber’s Account or unauthorized use of any Answering365 Services in Subscriber’s name.
10. SERVICE TERMINATION
10.1 Termination by Subscriber. Subscriber may terminate any or all of the Selected Paid Services at any time by sending Answering365 an email to cancel@Answering365.com that identifies the Selected Paid Services to be terminated and the date on which Subscriber desires such termination to take effect (“Requested Termination Date”), which date will be no earlier than thirty (30) days after the date such email is sent. The effective date of such termination will be, at Answering365’s election, either (i) the Requested Termination Date or (ii) thirty (30) days the date such email is sent. If a new Paid Service Term starts prior to the effective date of such termination,
Subscriber will incur the applicable Subscription Charge for the new Paid Service Term.10.2 Termination by Answering365
(a) For Cause. Answering365 may terminate any or all Selected Paid Services if (i) Subscriber commits a breach of Section 8.3, 8.4 or 8.5, (ii) Subscriber commits any other breach of these Terms and fails to remedy such breach within five (5) days, or (iii) Subscriber ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any petition or proceeding relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of Subscriber’s debt is instituted.
(b) For Convenience. Answering365 may terminate for convenience any Selected Paid Service by providing notice to Subscriber in accordance with Section 16.8. Such termination will be effective immediately if such Selected Paid Service is terminated by Answering365 to comply with any applicable laws or to address any actual or potential third-party claims; otherwise, it will be effective at the end of the Paid Service Term in which such notice is delivered.
10.3 Effect of Termination
(a) Subscription Charges. Answering365 will have no obligation to refund any Subscription Charges paid by Subscriber for any Selected Paid Service upon any termination thereof.
(b) Phone Calls and Messages. Following termination of any Answering365 Service, Answering365 will not be responsible in any way for answering calls, taking, or delivering messages, or performing any other activities in connection with such Answering365 Service.
(c) Subscriber’s Account. Upon termination of all Answering365 Services, Answering365 may terminate Subscriber’s Account and Subscriber’s access thereto.
(d) Subscriber Data. Answering365 will have no obligation to retain any data or other information (including, without limitation, any messages or call logs) obtained or generated by Answering365 in connection with any Answering365 Service after termination of such Answering365 Service unless otherwise agreed in writing between Answering365 and Subscriber.
(e) Service Reinstatement. Following termination of any Answering365 Service, Answering365 will have no obligation to reinstate or otherwise recommence such Answering365 Service. If Answering365 elects (in its discretion) to reinstate or otherwise recommence a terminated Answering365 Service, Answering365 may require that Subscriber pay a reinstatement fee of $50.
12. LIMITATIONS OF LIABILITY
12.1 Disclaimer of Warranties. Subscriber acknowledges and agrees that Subscriber’s use of the Answering365 offerings is at Subscriber’s sole risk. To the maximum extent permitted by applicable law, the Answering365 Offerings are provided “as is” and “as available,” with all faults and without warranty of any kind, and Answering365 expressly disclaims all representations and warranties (whether express, implied, statutory or otherwise) regarding any Answering365 offerings or any other aspects of this Agreement, including, without limitation, any warranties of non-infringement of third party rights, accuracy, quiet enjoyment, and any warranties arising out of any industry custom or course of dealing. Without limiting the foregoing, Answering365 makes no representations or warranties regarding the quality, accuracy or content of any information or messages received on behalf of Subscriber, and Answering365 does not warrant that any Answering365 offering will be free of mistakes, defects, or inaccuracies, will be available without interruption, or will meet Subscriber’s requirements.
12.2 Statutory Guarantees. Answering365 does not exclude, restrict, or modify any liability that cannot be excluded, restricted, or modified, or which cannot be excluded, restricted, or modified except to a limited extent, as between Answering365 and Subscriber by law. However, where such statutory provisions apply, to the extent to which Answering365 is entitled to do so, Answering365’s liability will be limited at its option to:
(a) in the case of a supply of goods:
- the replacement of the goods or supply of equivalent goods.
- the payment of the cost of replacing the goods or acquiring equivalent goods.
- the payment of the cost of having the goods repaired; or
- the repair of the goods; and
(b) in the case of services:
- the supply of the services again; or
- the payment of the cost of having the services supplied again.
12.3 Limitations of Liability. To the extent not prohibited by applicable law, and regardless of the theory of liability (contract, tort or otherwise), in no event will (a) Answering365 be liable under or in connection with this Agreement for any indirect, special, incidental, consequential, exemplary or punitive damages, or any damages for business interruption or loss of revenues, profits, business or data, even if Answering365 knew or should have known of the possibility of such damages, or (b) Answering365’s aggregate liability under or in connection with this Agreement exceed the total of all amounts paid by Subscriber to Answering365 for the Answering365 Offerings giving rise to liability applicable to the Paid Service Terms during which the events giving rise to liability occurred.
The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
12.4 Essential Part of Bargain. Subscriber acknowledges that the disclaimers of warranties and limitations of liability set forth in these Terms are essential to the bargain between Subscriber and Answering365, and that Answering365 would not have been willing to enter into these Terms or to provide any Answering365 Offerings to Subscriber absent any such disclaimers or limitations.
12.5 Exceptions. The laws of some jurisdictions may not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer. If such laws apply to Subscriber, some or all of the warranty exclusions and limitations of liability set forth in these terms may not apply to Subscriber.
13. CONFIDENTIAL INFORMATION
Each party must keep all Confidential Information of the other party confidential and secret at all times, only use and disclose that Confidential Information to the extent necessary for compliance with its obligations and duties in accordance with the provisions of this Agreement and must take all action necessary to maintain the confidential nature of the other party’s Confidential Information.
13.2 Disclosure required by law. A party may disclose the Confidential Information of the other party if legally compelled to do so by any judicial or administrative body in which case it must promptly inform the other party and take all reasonably available legal measures to avoid such disclosure.
13.3 Return or Destruction of Confidential Information. Each party must, on receipt of written notice from the other party requiring the return or destruction of any of the Confidential Information in the possession, custody, or control of the relevant party:
(a) return to the other party or, at the option of the other party, destroy within 10 Business Days all Confidential Information, including all documentation and materials in its possession or under its control which in any way relate to or embody the Confidential Information together with any and all copies of extracts of the Confidential Information or related documentation.(b) provide to the other party or, at the option of the other party, destroy within 10 Business Days all original and copy reports, notes and records prepared by it in relation to the Confidential Information: and
(c) where reasonably practicable, delete any Confidential Information that has been entered into a computer, database or other electronic means of data or information storage by it.
14. DISPUTE RESOLUTION
14.1 Subject to section 14.9, a party must not start court proceedings in respect of a dispute arising out of or in connection with this agreement (“Dispute“) unless it has complied with this section 14.
14.2 If any Dispute arises, the party claiming that a Dispute has arisen must notify the other party (giving details of the Dispute) and the parties will make every effort to resolve the Dispute by mutual negotiation followed by mediation in accordance with this section 14.
14.3 During the seven-day period after a notice is given under section 14.2 (or such longer period agreed to in writing by the parties to the Dispute) (the “Initial Period”), each party must use its best efforts to resolve the Dispute through mutual negotiation between a representative from each party with authority to agree to a resolution of the Dispute.
14.4. If the parties are unable to reach a resolution of the Dispute by mutual negotiation of their representatives by the end of the Initial Period, each party agrees that the Dispute must be referred for mediation in accordance with the laws of California.
14.5 The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a party unless that party has so agreed in writing.
14.6 Any information or documents disclosed by a party under this section:
(a) must be kept confidential; and
(b) may not be used for any purpose except to attempt to resolve the Dispute.
14.7 Each party must bear its own costs of complying with this section and the parties must bear equally the costs of the mediator.
14.8 If a party has complied with sections 14.1 to 14.4 and the Dispute has not been resolved within 21 days from the end of the Initial Period, then either party may terminate the dispute resolution process by giving written notice to the other party.
14.9 Nothing contained in this section will deny any party the right to seek injunctive relief from an appropriate court.14.10 The dispute resolution procedures in this section will not apply where a party is entitled under this Agreement to immediately terminate this Agreement.
15.1 Offer of Employment Neither party, namely Answering365 nor Subscriber may make an offer of permanent employment or otherwise hire any of the other party’s employees at any time.
- During the term of this Agreement or
- 12 months after termination of this Agreement without the prior written consent of the other party. If a party violates this Section, the violating party agrees to pay to the other party as liquidated damages a fee of 100% of the Hired Person’s annual salary in effect at the time of the Hired Person’s severance of employment with that party. For purposes of this Section, the term “hired Person” includes all current or former employees or agents of the party whose employment ended, regardless of cause, at any time while this section is binding upon both parties.
15.2 Governing Law and Venue. This Agreement will be governed by and construed pursuant to the laws of California, United States and the parties agree to submit to the jurisdiction of the Courts of California, United States in connection with any dispute relating to this Agreement.
15.3 Force Majeure. If Answering365 or Subscriber is prevented from or delayed in complying with an obligation by an event beyond its reasonable control, performance by it of that obligation is suspended during the time compliance is prevented or delayed.
If the whole or any part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If, however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
15.4 Waiver. A party does not waive a right, power, or remedy if it fails to exercise or delays in exercising the right, power, or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power, or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
15.5 Survival. Any indemnity or obligation of confidentiality in this Agreement is independent and survives termination of this Agreement. Any other term which by its nature is intended to survive termination of this Agreement survives termination of this Agreement.15.6 Assignment. Subscriber will not assign, whether in whole or part, the benefit of this Agreement or any rights or obligations under this Agreement, without the prior written consent of Answering365, which will not be unreasonably withheld.
15.7 Notices to Subscriber. Any notice from Answering365 to Subscriber required, permitted, or otherwise contemplated by these Terms may be provided by Answering365 to Subscriber by email, text message, message in the client portal on the Answering365 website, telephone, or voicemail message.
Last Updated April 12, 2021