This agreement is between Invoca, Inc (“we,” “us” or “Invoca”) and you (“you”), as an authorized user of any service offered by Invoca (individually and collectively, the “Services”) and governs the terms and conditions of your use of the Services. The Services are provided to
policies that we may publish from time to time (collectively, the “Agreement”), and you agree you are a direct party to those agreements, rules and
policies. This Agreement and such policies constitute the entire agreement between you and us and supersede all prior agreements between the parties
regarding the subject matter contained herein.
1. ACCEPTANCE OF TERMS
- BY USING ANY OF THE SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF, AND AGREE TO BE BOUND BY, THIS AGREEMENT.
- We may amend the Agreement at any time, and such amended Agreement will automatically be effective seven (7) days after we have posted the amended
Agreement on our website. Your continued use of the Services will constitute acceptance of the amended Agreement, and no other Agreement version will
be effective or enforceable against us.
- The rights granted to you under this Agreement are expressly non-exclusive. You may not sell, assign, sublicense, or otherwise transfer or agree to
transfer all or any portion of those rights without our prior written consent.
- We may reject this Agreement for any reason or no reason, prior or subsequent to acceptance of the Agreement. Activation of our Services shall
indicate our acceptance, but does not obligate us to provide or continue to provide access to any or all Services, such access will instead be provided
in our discretion.
2. REQUIREMENTS FOR INVOCA SERVICES
- You must either: (i) enter into a separate agreement with us describing the specific terms and conditions of the Services to be provided to you, or
(ii) complete the registration process made available to you by us or by our partner(s), and such registration must be approved by us. Such separate
agreement or registration process may be in one or more different formats and may be made available to you either online or offline, subject to change
without prior notice.
- Our Services are offered only to parties that can legally enter into and sign binding contracts. By accepting the terms of this Agreement, you
represent and warrant to us that you are age eighteen (18) or older and the authorized signatory.
- In consideration of the Services, you agree to: (i) provide current, complete, and accurate information about your identity, location, contact
information, internet access and telecommunications Services as are required by us to provide our Services; (ii) maintain and update the information as
required to keep such information current, complete, and accurate; (iii) use our Services only in accordance with applicable law; (iv) comply with
United States law regarding the transmission of technical data exported from the United States through our Services; (v) not use our Services for
illegal purposes; (vi) not interfere with or disrupt networks connected to our Services; (vii) comply with all regulations, policies and procedures of
networks connected to our Services; and (viii) with respect to our Services, transfer calls only to legitimate recipients and/or destinations.
3. INVOCA SERVICES
- When using the Services, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services, this Agreement, or any other
separate agreement between us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement.
- We may refuse the Services to anyone at any time, in our sole discretion. We reserve the right to discontinue, temporarily or permanently, any or
all of the Services to you, including by shutting down phone numbers, at any time, provided we will make reasonable efforts to notify you within
twenty-four (24) hours of doing so. However, we reserve the right to discontinue any or all of your use of the Services immediately and with no prior
or subsequent notice required if we suspect you may be in breach of your obligations under this Agreement. We will refund you any unused amounts we
have charged you for prepaid Services that we discontinued; as such amounts are determined by us in our discretion. We shall not be liable to you or
any third-party for any termination of your access to the Services except as specifically set forth in this Agreement.
- You agree that we will not be liable for damages (including consequential or special damages) arising out of any change of assigned telephone
number(s), and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if we have been
advised of the possibility of damages. We reserve the right to withdraw telephone numbers from Services at our discretion when we determine that a
telephone number is receiving insufficient use. You acknowledge that our policies and practices with regard to recapturing and repurposing telephone
numbers may change from time-to-time at our discretion.
- We shall take all steps we deem reasonably necessary to shield you from any personally identifiable information of a party calling a number utilized
recordings of any calls utilized in connection with the Services.
- The Services are designed to be used in conjunction with local exchange telephone, wireless telephone, or equivalent telecommunications services
that the Member procures from a third-party provider rather than as a substitute or replacement for such third-party telecommunications services.
EMERGENCY SERVICES CANNOT BE ACCESSED BY ORIGINATING CALLS TO 911 USING THE SERVICES. You understand and acknowledge that emergency services cannot be
accessed by originating calls to 911 using the Services. You understand and acknowledge that you must have and use a different means of contacting 911
- Neither us nor any of our affiliates, subsidiaries, parent companies, agents, network services providers, contractors, suppliers, partners,
officers, directors or employees are or will be liable to any extent or in any manner whatsoever for the inability of persons to access emergency
services by originating a call to 911 using the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY
AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS,
DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE SERVICES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES, EXPENSES (INCLUDING BUT NOT LIMITED TO
ATTORNEYS’ FEES), PENALTIES, FINES, DEATH, INJURY TO PERSONS OR DAMAGES TO TANGIBLE PROPERTY ARISING BY VIRTUE OF OR RELATING TO THE ABSENCE OF 911
SERVICE AND/OR THE INABILITY OF MEMBER OR ANY THIRD PERSON OR PARTY TO BE ABLE TO DIAL 911 USING THE SERVICES. This Section 3 shall survive termination
of this Agreement.
4. TERM OF AGREEMENT
- The Services are offered on an open-ended basis for a term that begins on the date your Services are activated and you accept the Agreement (the
“activation date”). This Agreement shall be deemed to be perpetually in effect without further action by you or by us unless either a) we terminate the
provision of Services to you or b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for
which notice is given.
- If you terminate Services prior to the end of a campaign or otherwise defined term, you may be responsible for charges incurred by you subsequent to
such termination, including without limitation unbilled charges, all of which immediately become due and payable.
- Expiration of the term or termination of Services does not excuse you from paying all unpaid, accrued charges.
We or our partner(s) will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you
complete. Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services and
all applicable taxes.
6. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS
The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may
violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services. You agree
not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or
create derivative works based on the Services, except as expressly authorized herein.
7. MODIFICATIONS OF INVOCA SERVICES
- We reserve the right to terminate or modify individual features of our Services from time to time with or without notice. In the event we opt to
send written notice to you detailing such termination or modification, an email will be sent to the email address you most recently provided to us. Any
such termination or modification will take effect upon the date of such written notice or such later date as specified therein. We are not responsible
for confirming the receipt of any such notification.
- We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the charges for the Services, but we shall
not have any obligation to adjust the charges by reason of any such modifications.
- We shall not be liable to you or any third party should we exercise our right to modify or terminate our Services or any feature of such Services.
8. YOUR CONDUCT
- Your use of the Services is subject to all applicable local, state, national and international laws and regulations.
- You shall be fully liable for all use of your account, including any unauthorized use of such account by any third party. We bear no responsibility
for communications received by you from third persons while using the Services or any use of any person’s telecommunications services, including but
not limited to, your telecommunications services in connection with the use of the Services.
- You shall not interfere with any other client’s use and enjoyment of the Services.
- You shall not use the Services to commit fraud or to promote any product or service that is illegal, pornographic or involves any adult services
(whether or not legal).
- You shall not use the Services to post on any website (whether hosted by you or that we host on your behalf) any content that is illegal, any
content that violates the trademarks, copyrights or other intellectual property rights of a third party, any content that contains any adult or
sexually explicit material, or any content that is false, defamatory or otherwise misleading in any way.
- You shall not use the Services to offer products or services to, or to collect information from, any child under the age of 13.
- When you post content (“User Content”) on our website or any webpage (whether hosted by you or that we host on your behalf), you represent and
warrant: (1) that you are the owner of all User Content or that you have a license permitting you to post such content; (2) that the User Content is
not illegal, false, defamatory or misleading in any way; and (3) that the User Content is not for the purpose of offering products or services to
children under the age of 13.
- We may, in our discretion, terminate the Services we provide you without notice if you fail to observe and comply with the terms of this Agreement.
Failure on our part to actively terminate your account following any violation by you of this Agreement shall not constitute a waiver of our right to
terminate and shall not prevent us from terminating you account, consistent with this Agreement, at any point for past and/or current violations of
9. DISCLAIMER OF WARRANTIES
- We expressly disclaim all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranties of
merchantability, fitness for a particular purpose and non-infringement.
- We make no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do
we make any warranty as to the results that may be obtained from the use of our Services or as to the accuracy or reliability of any information
obtained through our Services, or that defects in our Services will be corrected.
- We will make commercially reasonable efforts to resolve any technical problems you may experience while using the Services.
10. LIMITATION OF LIABILITY
WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE
OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY, IF ANY, EXCEED THE AMOUNTS CHARGED TO YOU AND PAID BY YOU FOR THE SERVICE IN QUESTION. EXCEPT
AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO OTHER WARRANTIES TO YOU AND DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. SERVICE OUTAGES
- The Services are reliant upon independent services provided by third-parties that are beyond our control. The loss or interruption of any one of
those independent services may prevent the Services from operating. We will use commercially reasonable efforts to manage all communications initiated
by you and/or intended for you during any loss or interruption of such independent services.
- Such independent services interruptions may include, but are not limited to:
- Power outages;
- Internet Service Provider outages;
- Telecommunications services provider outages;
- Outages due to suspension of your account; and
- Outages due to your failure to maintain the services used in conjunction with the Services.
- We shall not be responsible for any delay or failure in performance that results from causes beyond its reasonable control (“Force Majeure Events”),
whether or not foreseeable by such party. Such Force Majeure Events include, but are not limited to, adverse weather conditions, flood, fire,
explosion, earthquake, volcanic action, power failure, embargo, boycott, war, revolution, civil commotion, act of public enemies, labor unrest
(including, but not limited to, strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain equipment, parts, licenses, software or
repairs thereof, acts or omissions of the other party, and acts of God.
- Our ability to perform our obligations under this Agreement is dependent upon the availability of equipment and services from third parties
(collectively, the “Vendors”) with whom we have contracted for the provision of telecommunications, internet services and equipment, and other
third-party services used by us when providing the Services. You agree that we shall not be in breach of our obligations to you hereunder if we are
prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to us in accordance
with the terms of such Vendor’s agreement with us.
You shall indemnify, defend, and hold us, our parent(s), subsidiaries, affiliates, officers, directors, and employees free and harmless from any and
all claims, costs, damages, and expenses (including but not limited to reasonable attorneys’ fees), which arise from or are related to any act or
omission by you in connection with the use of the Services, including but not limited to, any such claims, costs, damages, and expenses arising from or
related to your violation of any terms of this Agreement, your violation of any applicable law, rule, or regulation, or any infringement by you (or any
other person using the Services in reliance on your rights under this Agreement) of any intellectual property or other rights of any other person. This
Section 12 shall survive termination of this Agreement.
- Either you or we may terminate the Services with or without cause at any time (the “Termination”). Without limiting the foregoing, we reserve the
right to cancel this Agreement or terminate any Services provided to you if one or more of the telephone numbers assigned to you is not legitimately
used in conjunction with the Services during any period of thirty (30) consecutive days. Our failure to exercise this right in relation to any specific
period of nonuse shall not preclude us from thereafter invoking its right to cancel the Agreement or terminate the Services.
- All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to us at the address set forth below
or at such other address as we may hereafter designate within this Agreement:
1025 Chapala Street
Santa Barbara, CA 93101
- Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following
transmission if sent by facsimile when followed by written confirmation by overnight carrier or certified United States mail; or (c) one (1) day after
posting when sent by overnight carrier; or (d) five (5) days after posting when sent by certified United States mail.
- Notwithstanding the foregoing, an online termination process may be made available on our web site. If no such online termination process is made
available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate the Services.
- Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any
charges incurred for the termination of services you obtain from third-party providers.
- Upon Termination, any telephone number(s) assigned to you for use with the Services will become unavailable for use and, after an aging period, be
returned to the inventory of telephone numbers and become available for assignment by us. No telephone number will be available for your use or
reserved for you after your Services have been terminated.
14. TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT
Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks (“Marks”) are the property of Invoca. You are not
permitted to use the Marks without the prior written consent of Invoca. “Invoca,” “invoca” and the Invoca logo are trademarks of
15. NO THIRD PARTY BENEFICIARIES
No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause
of action or creates any other third party beneficiary rights.
All disputes which arise under this Agreement or in connection with the Services to be delivered hereunder and which are not resolved within thirty
(30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under
the rules of the American Arbitration Association before a single arbitrator in Santa Barbara, California. The decision of the arbitrator shall be
final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. YOU ACKNOWLEDGE AND AGREE THAT BY
CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU SHALL NOT HAVE A RIGHT
TO A JURY TRIAL, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE DECISION OF THE ARBITRATOR.
NOTHING IN THIS SECTION 16: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 13:
TERMINATION, ABOVE, WHICH SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF ANY MEMBER WHO OBJECTS TO ANY TERMS OF THIS AGREEMENT (OR ANY MODIFICATION
HEREOF) OR BECOMES DISSATISFIED WITH ANY OF THE SERVICES.
The Agreement shall be governed by and construed in accordance with the internal laws of the State of California, excluding its conflict of law
provisions. Subject to Section 16: Arbitration, above, and without limiting the applicability of any provisions there under, we and you agree to submit
to the exclusive jurisdiction of the courts of the State of California and further agree that the exclusive venue for any cause of action arising under
or relating to this Agreement or the Services provided hereunder shall be the Superior Court in and for Santa Barbara County, California, sitting in
the City of Santa Barbara, California. We and you agree that any cause of action arising out of or related to the Agreement or the Services must
commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
If any provision of the Agreement is determined by an arbitrator or court of competent jurisdiction to be contrary to applicable law, then such
provision shall be construed as nearly as possible to conform to applicable law and the other provisions of this Agreement shall remain in full force
The Agreement (i) constitutes the entire agreement between the parties supersedes all prior agreements between the parties regarding the subject matter
contained herein, and (ii) may be modified or amended only in the manner expressly set forth herein.
We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign
this Agreement to any other person under any circumstances without our express prior written consent.
Our failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged
and agreed to by us in writing.
The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
You may contact us by:
Mail: Invoca, Inc.
1025 Chapala Street
Santa Barbara, CA 93101
Last Updated: November 7, 2011