Legal

Terms & Conditions

SONETEL MASTER SUBSCRIPTION AGREEMENT

 

SONETEL TERMS OF USE:

BY SIGNING UP AND USING THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF SONETEL’S PHONE SYSTEM SERVICE, INCLUDING YOUR USE OF SOFTWARE AND ASSOCIATED APIS AND INTERFACES (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SELECT THE “I ACCEPT THE TERMS AND CONDITIONS” CHECK BOX AND MAY NOT USE THE SERVICE.

 

As part of the Service, Sonetel will provide you with use of the Service, including a browser interface, software applications and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Sonetel website incorporated by reference herein. For reference, a Definitions section is included at the end of this Agreement.

 

1. License Grant & Restrictions

Sonetel hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Sonetel and its licensors.

 

You may not access the Service if you are a direct competitor of Sonetel, except with Sonetel’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

 

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

 

You may use the Service only for your own business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

 

The Service is a technical platform which contains different tools and services. The Service is only intended to be used by the Customer in a way which is compliant with any and all laws which may apply to such use.

It is the Customer’s responsibility to use the Service in a lawful way. Sonetel waives any and all responsibility and/or liability which may arise as a result of any failure by the Customer to use the Service in compliance with applicable laws.

 

2. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Sonetel immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Sonetel immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Sonetel user or provide false identity information to gain access to or use the Service.

If you subscribe to phone numbers from Sonetel you shall abide to the terms defined here: http://www.voxbone.com/resources/Voxbone_AUP.pdf

You shall not use the Service for any unlawful purpose whatsoever, including but not limited to the transmission of information or the offering of any service which is unlawful, abusive, harmful, threatening, defamatory, pornographic or which could be considered offensive in any other way, nor for outbound traffic to the PSTN by falsifying the sending address of the transmission using a Sonetel phone number in the caller id (spoofing).

 

You acknowledge that phone numbers assigned to you for free testing will be removed permanently from your account a few days after your activation of the Service unless you add funds to your Sonetel prepaid account and take explicit actions to subscribe the number(s) via one of the Sonetel user interfaces.

You acknowledge and accept that Sonetel may replace any phone number that you subscribe to as part of the Service, with a replacement phone number.

You shall not use the phone number shown to the called party (CLI) to deliberately mislead the called party, e.g. when it is not possible to identify the caller or when the recipient of a call is not able to return a message;

 

You shall not use the service to make repeated calls to phone numbers connected to automatic answering machines, where a purpose of such call is to receive a share of the revenue on the incoming call from the provider of the phone number called and you will indemnify and hold Sonetel harmless of any direct or indirect costs, damages, losses, fines or penalties that Sonetel may incur resulting from such usage;

 

You shall not use the Service for providing so called Call back services whereby phone numbers purchased from Sonetel are used to receive calls with the only purpose of registering the CLI (Calling line identity) of the caller, without answering the call, with the objective to thereafter initiate an outbound call to the phone number identified by the CLI. Failure to adhere to this rule gives Sonetel the right to charge you $10 per call attempt made to the phone number;

 

You acknowledge that telephone calls to or from the Service must be initiated by humans with the purpose of business communication, and that scripted or otherwise automated calls to or from the Service are prohibited.

 

You acknowledge that Sonetel does not assume any responsibility for access to the emergency service or any other service number, the routing of outgoing calls to the appropriate Public Safety Answering Point (PSAP) and for providing location information of the calling party.

 

You understand and agree to that phone numbers from the Luxembourgish national numbering plan are provided by DIDWW Ireland Limited and subject to their Terms & Agreements. The service with regards to numbers from other countries is provided by licensed telecom operators and Sonetel is not a licensed telecom operator in any country.

You acknowledge that Sonetel may port phone numbers (which you subscribe to from Sonetel as part of the service provided) from one licensed telecom operator to another and you hereby give Sonetel the power of attorney to submit the LOA (Letter Of Authorization) required for the porting of such phone numbers on your behalf. Such porting shall not limit your right to use the number nor shall it limit your right to later port the numbers away from Sonetel to some other provider of your choice.

You acknowledge that a service fee applies for porting out phone numbers from Sonetel, and that your right to port out phone numbers only applies if your Sonetel prepaid account holds enough funds to pay for this service fee and any other fees due prior to the port out is completed.

 

You agree to comply with any applicable laws and regulations with regard to the usage of geographical numbers as applicable in the territory to which the numbers belong; and you will indemnify and hold Sonetel harmless of any direct or indirect costs, damages, losses, fines or penalties that Sonetel may incur resulting from the usage of a Number as CLI for outgoing calls or from any violation of the provisions set forth above.

 

If you use Sonetel’s Premium service, you agree to the Fair usage policy that is available at Sonetel’s web site and accept that additional charges for usage beyond the permitted free levels will be applied to your account without prior warning.

 

You acknowledge and agree that Sonetel does not provide access to emergency services and that Sonetel’s software and services are not intended for emergency calls of any type. You acknowledge and agree that: (A) it is your responsibility to purchase traditional mobile or fixed-line telephone services that offer access to emergency services, and (B) Sonetel is not a replacement for your primary telephone service.

 

If you are a US resident, you also acknowledge and agree that Sonetel’s service does not qualify as a “VoIP interconnected service” as per the FCC rules and orders.

 

You shall not use the service for validating your identity with any third party service provider.

 

You shall not make unsolicited calls to other Sonetel users with the purpose of selling services or products.

 

You shall not use the service in a way that creates sudden bursts of inbound or outbound calls.

 

You acknowledge that each outbound call originating from your Sonetel account must be initiated manually by a human. Calls initiated by a predictive dialler or any other form of automation are not permitted.

 

You are fully responsible for any losses caused by any 3rd party gaining unauthorized access to any devices or 3rd party software that you may use for the access to the Service.

 

You are responsible for ensuring that your credentials for access to the Service are stored in such a way that no unauthorized person can gain access to them.

 

You agree to comply with any applicable laws and regulations (such as requirements of information and consent from call participants), with regard to the usage of functions in the Service for recording calls and transcribing calls. Such laws may be the applicable law in the territory of each participant in the call. You also agree to inform any employees, consultants or other users of the Service of these responsibilities and these terms and conditions.

As a main rule, unless otherwise provided under applicable local law, call recording may thus only be used under the explicit consent from each participant in the call. You acknowledge that if laws in several territories may apply, such laws may provide that the stricter territory’s laws shall prevail and be applied for the entire call recording (i.e. requiring explicit consent from each participant in the call). You also understand that participants in the call may have telephone numbers associated to a certain territory while they are actually located in another territory.

Sonetel reserves the right to terminate your access to the Services at any time if Sonetel suspects that you are engaged in illegal activities.

 

You may not use Sonetel’s referral program in order to get commission or sign-up bonuses in case you control both the Sonetel account giving and receiving the referral.

 

You accept to provide proof of your identity, your address and copies of your company registration documents upon request from Sonetel. You hereby accept that failure to provide such documents in a form that is acceptable to Sonetel may lead to Sonetel closing your account and removing all phone numbers from your account. You accept that your sole compensation in such an event is a refund of any unused funds remaining in your Sonetel prepaid account after Sonetel’s deduction of an administrative fee, which shall not exceed $10.

 

If you are using the Sonetel API you are responsible for ensuring that your applications do not create bursts of API calls. Sonetel may restrict your access to the API if Sonetel finds that your usage may cause service disturbances for other customers.

 

If you use the Sonetel Call back API you may not use it for predictive dialling.

 

If you use the Sonetel Call back API, at least one of the call legs in each call set up must be connected to a party or end point that is controlled by you.

 

If you resell Sonetel’s services to third parties, you may not use Sonetel’s brand name at your web site or in your communication with your customers, nor make any claims of having any relation or partnership with Sonetel, unless this has been explicitly approved in writing by Sonetel.

 

If you resell or sublet phone numbers subscribed from Sonetel to third parties, you are obliged to maintain a current and validated record of the full name and physical address of the ultimate end user (“End User Information”) for each subscribed phone number, with the exception of phone numbers ordered via the Sonetel API that have the freetest flag enabled. If Sonetel receives a request for information from the police or authorities in any country, in relation to a phone number that you subscribe to from Sonetel, Sonetel has the right to request that you share the End User Information with Sonetel. Your failure to provide the End User Information to Sonetel within one business day shall be considered a material breach of this agreement and may lead to account suspension at Sonetel’s sole discretion.

 

You shall ensure that the usage of the number complies with all applicable laws and recommendations from the national authorities such as regulatory authorities or law enforcement authorities. You acknowledge and agree that Sonetel reserves the right to charge you an administrative fee up to 1 500 USD per complaint of abusive or fraudulent usage of a phone number that you subscribe to from Sonetel,  and/or per request of identification received from a competent law enforcement authority.

 

You accept that Sonetel’s free services are subject to fair usage limitations, and that usage beyond normal individual business usage is not allowed, and that Sonetel retains the right to define what is normal business usage.

 

You understand that your use of threats or abusive behaviour or the use of profane language towards Sonetel or Sonetel’s staff may lead to restrictions in your access to Sonetel’s Customer service, and that repeated threats and abusive behaviour or profane language can be classified, at Sonetel’s sole discretion, as a material breach against this agreement.

 

You agree to indemnify and hold Sonetel harmless without limitation of any allegations, claims, direct or indirect costs, damages, losses, fines or penalties that Sonetel may incur as a result of your use of the Service (see further section 9).

 

The part of the Service that offers ability to send and receive SMS is for Person to Person (P2P) messages only: P2P Messages are sent between End Users who are natural persons that are assigned unique telephone numbers that can be dialled. Further, P2P messages are initiated by a natural person performing an action that leads to the transmission of a single message to one or a limited number of destination telephone numbers. You are responsible for ensuring that all SMS traffic is compliant with P2P messaging standards. It is your responsibility to take appropriate action to stop any SMS traffic that is not P2P compliant.

 

You acknowledge that Sonetel’s services based on Artificial Intelligence are based on Large Language Models (“LLMs”) provided by companies such as OpenAI, and that LLMs are known to sometimes provide false and incorrect information. You therefore acknowledge that you retain the full responsibility to verify any such information before using it, publishing it, acting on it or using it in any other way. You acknowledge that Sonetel has no responsibility for any direct or indirect damage that your use of any such information may cause, and that you have the full responsibility for any direct or indirect damages caused by your use of any such information.

 

3. Account Information and Data

Sonetel does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Sonetel, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Sonetel shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

You are the Controller of Personal Data for all your Users and other third party persons that your company or Users communicate with via the Service. Sonetel is your Data Processor in accordance with the Data Processing Agreement terms found here;  https://sonetel.com/en/help/help-topics/terms-conditions/data-processing-agreement/ which shall be considered a part of this agreement. Sonetel is the Controller of Personal Data that relates to your account, and all information pertaining to that account as further described in our Privacy Policy found here;  https://sonetel.com/en/help/help-topics/terms-conditions/privacy-policy/

In case Sonetel receives reports from a law enforcement authority that your account is suspected of being misused for fraudulent activities or other criminal activities, Sonetel retains the right to share information and data about your account and service usage with such law enforcement authority to enable their investigations.

You grant Sonetel the right to enhance the Service by using automated functions to analyze call recordings, call transcriptions and text communication generated as a result of your use of the Service.

You grant Sonetel the right to scrape the contents of your website(s) and to process that scraped content with the purpose of enabling Sonetel’s delivery of Artificial Intelligence-based services to you.

You grant Sonetel the right to enhance the Service by having Sonetel’s  data scientist team analyze text communication between your company and your customers, generated as a result of your use of the Service.

Sonetel will not provide access to call recordings, call transcriptions, text communication and other data generated by of your use of the Service to any third party unless it is required, according to Sonetel’s reasonable assessment, for the general functioning or improvement of the Service (to such analytics partners or sub-contractors as set out in the Privacy Policy) by law, regulation or a governmental decision to disclose such information.

 

4. Intellectual Property Ownership

Sonetel alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Sonetel Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Sonetel Technology or the Intellectual Property Rights owned by Sonetel. The Sonetel name, the Sonetel logo, and the product names associated with the Service are trademarks of Sonetel or third parties, and no right or license is granted to use them.

 

By accepting these terms you also agree that you have forfeited your rights to hold any claims against Sonetel relating to any infringements of any Intellectual property rights that are held by you or any entity that you represent or control directly or indirectly, under the condition that such infringement is caused by the functionality of the Sonetel service.

 

5. Charges and Payment of Fees

Some parts of the Service are available free of charge, while other parts of the Service are charged in accordance with Sonetel’s fees and charges. Sonetel reserves the right to modify its fees and charges and to introduce new charges at any time.

 

All Services that carry a recurring renewal fee, such as phone numbers and plans, can be cancelled by you at any time by disabling the renewal function for that Service. Sonetel will not charge any additional renewal fees for any Service that you have disabled the renewal function for and you will be able to use the Service until its expiry date.

Renewal fees for phone numbers and other services are deducted from your Sonetel Credit account. If, however your Sonetel Credit account does not hold enough money to pay for a renewal, and you have the Sonetel auto-refill function disabled, an amount equal to the cost of the renewal will be charged from one of the Payment methods that you have saved/remembered in conjunction with making an earlier payment.

If your Sonetel Credit account has a negative balance, i.e. you owe money to Sonetel for using its services, then an amount equal to the money owed to Sonetel will be charged from one of the Payment methods that you have saved/remembered in conjunction with making an earlier payment.

Service fees that are not renewal fees are always charged from your Sonetel Credit account.

 

In case your Sonetel Credit Account holds insufficient funds at a time when a charge is to be deducted from the account, this may lead to certain or all functionality in the Service being disabled.

You shall upon request from Sonetel provide proof of identity or proof of ownership of credit card used for paying Sonetel.

 

Sonetel’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies or duties.

 

If you believe that a charge or fee is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Payments made by you to Sonetel shall be made with the sole purpose of paying for the Services. You agree that pre-payments for Services to be delivered by Sonetel to you in the future fall under the European Union definition of Single Purpose Vouchers, and that such payments therefore are subject to VAT charges if you are located in, or registered in, the European Union.

You have the right to request for a full or partial refund of unused funds remaining in the Sonetel prepaid account. Requests for refunds shall be sent by you to Sonetel via electronic delivery via channels designated by Sonetel. Sonetel shall normally process and pay out refunds within two (2) business days. Sonetel however reserves the right to delay the refund with up to 60 calendar days in case of special circumstances as per Sonetel’s sole judgment. Sonetel has the right to charge a service fee for processing the refund. Such service fees and Sonetel’s detailed policy for refunds shall be published at the Sonetel website and may be updated from time to time.

6. Non-Payment and Suspension

In addition to any other rights granted to Sonetel herein, Sonetel reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Sonetel initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Sonetel may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

 

You acknowledge that if you fail to pay for the Service, even after several reminders, that Sonetel – after a grace period of at least 1 month after Sonetel’s first attempt to deduct charges from your Sonetel prepaid account for the Services – has the right to permanently remove the phone numbers from your account and that your ownership of the numbers thereby is forfeited and that Sonetel has no obligation to compensate you for any resulting direct or indirect loss that this permanent removal of phone numbers may cause you, regardless if the phone numbers were purchased from Sonetel or ported in to Sonetel from another provider.

 

Sonetel may at its sole discretion suspend your account temporarily or permanently if the account is suspected to be used for fraudulent activities or if Sonetel suspects that a payment received may be fraudulent.

Sonetel may request proof of identity or proof of ownership of credit card or payment form used for paying Sonetel, and Sonetel may after receiving such proof decide to remove the suspension and activate your account again if Sonetel finds such proof to be acceptable. If your account remains permanently suspended or if you are unwilling to provide the proof requested, Sonetel shall refund all payments received from you, less any money already consumed for the use of Services.

 

7. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Sonetel Technology or Service will be deemed a material breach of this Agreement. Sonetel, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Sonetel may terminate a free Service at any time in its sole discretion after 90 days notice.

 

If Sonetel receives reports from the Police or other trustworthy authorities that you have used The Service for fraudulent or unlawful activities, Sonetel has the right to immediately terminate your access to the Service. Sonetel also retains the right to immediately suspend any other Sonetel accounts that you have created in the past or create in the future. Sonetel also retains the right to charge you a minimum fee of 1 500 USD for each instance of fraudulent or unlawful use of the service that has been reported.

 

If Sonetel upon request receives documents and references from you that in accordance with Sonetel’s sole judgment proves that your business is legitimate and lawful, then the Service will be restored.

 

8. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Sonetel represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Sonetel help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

 

9. Mutual Indemnification

You shall indemnify and hold Sonetel, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the Service infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Sonetel (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Sonetel of all liability and such settlement does not affect Sonetel’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

 

Sonetel shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Sonetel of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Sonetel; provided that you (a) promptly give written notice of the claim to Sonetel; (b) give Sonetel sole control of the defence and settlement of the claim (provided that Sonetel may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Sonetel all available information and assistance; and (d) have not compromised or settled such claim. Sonetel shall have no indemnification obligation, and you shall indemnify Sonetel pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

 

10. Disclaimer of Warranties

SONETEL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SONETEL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SONETEL AND ITS LICENSORS.

 

11. Internet Delays

SONETEL’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SONETEL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

12. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

13. Notice

Sonetel may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Sonetel’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Sonetel’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Sonetel by sending a first class mail or a fax to the official addresses of Sonetel available at www.sonetel.com, addressed to the attention of: Chief Financial Officer.

 

14. Modification to Terms

Sonetel reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

 

15. General

This Agreement shall be governed by the laws of Sweden, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Sweden. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Sonetel as a result of this agreement or use of the Service. The failure of Sonetel to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sonetel in writing. This Agreement comprises the entire agreement between you and Sonetel and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

16. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, and any materials available on the Sonetel website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Sonetel from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Service; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Sonetel Customer Portal and to create User accounts with the Sonetel Client and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service; “Sonetel Customer Portal” means Sonetel’s online application available to logged in users at www.sonetel.com that allows the License Administrator designated by you to, among other things, subscribe to various functions within the Service; “Sonetel” means collectively Sonetel AB, a Swedish corporation, having its principal place of business in Stockholm, Sweden; “Sonetel Technology” means all of Sonetel’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Sonetel in providing the Service; “Service(s)” means Sonetel’s Phone System, including functions made available by the Sonetel Central Phone System, the Sonetel Local Phone System software, the Sonetel Client Software and associated APIs and interfaces, products and services provided to you by Sonetel, to which you are being granted access under this Agreement, including the Sonetel Technology and the Content; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Sonetel at your request).

 

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@sonetel.com.

 

In case of a conflict or discrepancy between the terms and conditions defined by this agreement and any information provided to you by a Sonetel representative, then the information provided by the representative shall be deemed invalid and the terms and conditions specified in this agreement shall prevail.