Terms of Service

CMDVoIP CLOUD SERVICES - TERMS AND CONDITIONS

This agreement {"Agreement") including the General and specific Terms set forth below) contains all of the terms and conditions between CMDVoIP ("we," "us," "our" or "CMDVoIP") and you ("you," "User," or "Customer") and governs the use of the CMDVoIP service (the "Service") offered at CMDVoIP's web sites (the "Site" or "Website"). Please read this Agreement before using the Site and the Service. Use of the Site or the Service constitutes an agreement to all terms and conditions in this Agreement. By using the Site or the Service, all Users do hereby represent, warrant, understand and agree that they have read this Agreement and understand, agree to and accept all terms and conditions contained herein. If you do not agree to any of the terms set forth herein, you may not use this Site or the Service.

General Terms

CMDVoIP owns and operates an IP-based phone service and related Website. The Service and Site are provided to Customers according to this Agreement. The Agreement applies to the Service, Site and any devices utilized, such as an IP Phone, Analog Telephone Adapter or any other device ("Device") used to access the Service. By activating the Service you will affirm:

1. You understand and intend that the Agreement is a legally binding agreement equivalent to a signed, written contract;
2. You will use the Service in a manner consistent with all applicable federal and state laws and regulations, including, without limitation, federal and state laws governing the use of electronic, mechanical or other device recordings, various state call recording laws, including those requiring multi-party consent, the Health Insurance Portability and Accountability Act of 1996, as amended, the Electronic Communications Privacy Act, Federal Communications Commission rules and regulations, and in accordance with the terms of this Agreement and any other applicable rules or conditions that govern the use of the Service as they may be amended from time to time. We are not legally responsible for the misinterpretation, lack of understanding, or lack of knowledge regarding the use of call recordings or your use of the Service.

Use of Service

You will not use the Service for any purpose that is unlawful, abusive, intrusive on another's privacy, harassing, libelous, defamatory, threatening or hateful, or in any other way that would violate any applicable governmental law (any of the foregoing being a "Prohibited Use"). You hereby agree to indemnify and hold harmless CMDVoIP against any and all liability, claims, suits, losses, costs and legal fees caused by, arising out of, or resulting from any Prohibited Use. You agree to use the service for traditional voice or fax calls of duration comparable to that of the average small business customer presently utilizing CMDVoIP' service and will not employ methods, devices or procedures to use the voice or fax services excessively or for means not intended by CMDVoIP.

While the Service may be used to make and receive international calls, we do not represent that the use of the Service is appropriate in locations outside the United States. If you choose to use the Service from outside the United States, you are responsible for compliance with any and all governing foreign and local laws. You may not reverse engineer, distribute, publish, display, modify or in any way exploit the configuration parameters which we provide as a means to access the Service.

Unlimited Voice Services

CMDVoIP reserves the right to periodically review usage levels of unlimited minute service plans to ensure that you are not using such service in violation of this Agreement. You agree to use the unlimited minute service plans for traditional voice or fax call of a duration comparable to that of the average small business customer presently utilizing CMDVoIP' service and will not employ methods, devices or procedures to take advantage of unlimited plans by using the voice or fax services excessively or for means not intended by CMDVoIP. Excessive use is use that substantially exceeds the average call volume or duration used by all other CMDVoIP unlimited plan customers as determined by CMDVoIP in its discretion. The following types of services are specifically prohibited: monitoring services, data transmissions, transmission of broadcasts or transmission of recorded material, robo dialing, etc. CMDVoIP may terminate your service or change your service plan if, in its sole discretion, CMDVoIP determines that your use of the unlimited plan violates this prohibition or is otherwise "unreasonable" or results in abuse of the unlimited minute service plan. If it is determined that your usage is abusive or otherwise runs afoul of this prohibition, you agree to pay a per minute fee of use in excess of those levels at the then-current rate established by CMDVoIP.

Eligibility

Our services are void where prohibited by applicable laws. Our Service is offered only to individuals who may enter into legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors under the age of eighteen (18) within the jurisdiction or under the control of the United States or to anyone who may not be able to enter into a legal binding contract within such person's jurisdiction. Any misstatements and/or misrepresentations regarding the age, background, experience and/or eligibility of any Users of the Service are not the responsibility of CMDVoIP. CMDVoIP does hereby expressly disclaim any liability whatsoever for any misstatements and/or misrepresentations made by any Users of this Site or the Service. Users do hereby represent, understand and agree to hold CMDVoIP harmless and to indemnify CMDVoIP for any misstatements and/or misrepresentations, whether made intentionally or not, made by any Users of this Site or the Service.

Protection of Minors and Use of Service for Obscene Material

Users of this Site or the Service should monitor children's use of the Internet. CMDVoIP' Sites and Services are intended for people 18 or over. We have also made an effort to specifically limit CMDVoIP' appeal to people of age 18 and older. CMDVoIP will not knowingly collect any information from children under 13. CMDVoIP takes the all laws and regulations governing children's access and use of Internet and communications networks very seriously. We do not assume any responsibility for any misrepresentations regarding your age or parental consent when using this Site. Should we determine that you provide any false information to us when using this Site, your Service will be terminated immediately. CMDVoIP expressly disclaims any liability whatsoever that may result from any unauthorized use of any User's account or information obtained as a result of using this Site or the Service. You do hereby understand and agree to hold CMDVoIP harmless for any unauthorized use of any User's account or personal information.

Third Party Use

In the event of any resell, or other transfer, by you of the Service, or any component thereof, to a third party, you shall remain responsible for all obligations in connection with the Service, including, without limitation, payment for the Service. You hereby agree to communicate to such third party all of the terms and conditions contained herein. You further agree to indemnify and hold harmless CMDVoIP against any and all liability, claims, suits, losses, costs and legal fees caused by, arising out of, or resulting from any Prohibited Use undertaken by a third party for whom you have obtained the Service.

Specific Terms and Conditions

Pre-Paid Service

Payment for Service and applicable taxes and fees is billed on a pre-pay basis. You must provide a valid credit card at the time you sign up for the Service or enroll in our local payment methods. CMDVoIP reserves the right to suspend or terminate your Service until you provide a valid method of payment. Suspension or termination of your Service leaves you liable for all accrued charges and fees associated with the collection of such payment. You must notify CMDVoIP in writing within seven (7) days after receiving your credit card statement if you dispute any CMDVoIP charges on that statement. You are responsible for paying all charges accrued on your account, even if you did not use, or authorize the use of, the Service.

Expiration of Pre-Paid Credits

Pre-paid credits expire ninety (90) days from the date credit is added to your account via credit card transaction. Credits added to an account that remains unused after ninety (90) days will be forfeited regardless of usage or activity during the ninety (90) days. All applicable taxes and fees paid are nonrefundable after ninety (90) days.

E911 and 911 Services

CMDVoIP operates an IP based phone service and not a traditional phone service.

You may experience Service interruption or reduced Service quality at any time and without notice. Electric power outages affecting the area in which you are utilizing the Service will interrupt the Service or result in a loss of the Service. While CMDVoIP will make commercially reasonable efforts to minimize the disruptive effects of such interruptions, degraded service quality, or outages, it makes absolutely no guarantees or assurances that these will not occur. Such commercially reasonable efforts are CMDVoIP' sole obligation regarding such interruptions.

Any outages or other Service disruption may include loss of emergency 911 Service dialing capabilities for extended periods of time. E911 service expands basic 911 service by not only delivering 911 calls to an appropriate PSAP (sometimes referred to as a "public-safety answering point") assigned to your location, but also providing the call taker with the caller's call back number, referred to as Automatic Numbering Identification, and location information - a capability referred to as Automatic Location Identification, thus giving emergency operators access to your telephone and address information and permitting them to immediately respond to your emergency call. If you are located in an area where the emergency center does not support E911 you have basic 911 service. With basic 911, the local emergency operator will not have immediate access to your call back number or your exact location when receiving your emergency call. Accordingly, you must be prepared to give the basic 911 operator this information. Until and unless you do so, the basic 911 operator may be unable to call you back or to otherwise assist you in the event of an emergency.

CMDVoIP depends upon its underlying E911 provider to assist CMDVoIP in supporting your 911 and E911 calls. As they upgrade our underlying connections to emergency call centers and as these emergency call centers are upgraded from 911 to E911 answering capabilities to support E911 information, CMDVoIP will automatically upgrade customers from basic 911 to E911 service. You will not receive notice of this upgrade. Accordingly, as a precaution, you should be prepared to give the local operator the basic 911 information described above. Furthermore, our 911 and E911 Services may not function in the event of an electric power outage until power is restored. WE RECOMMEND THAT YOU HAVE AN ALTERNATIVE TELEPHONE SERVICE, EITHER WIRELESS OR WIRELINE, THAT IS CAPABLE OF SUPPORTING 911 OR E911 CALLING AND IS AVAILABLE AS AN ALTERNATIVE AT ALL TIMES IN CASE OF AN EMERGENCY. PLEASE NOTE THAT SOME FORMS OF WIRELESS SERVICE DO NOT SUPPORT AUTOMATIC LOCATION IDENTIFICATION OR HAVE OTHER E911 CALLING LIMITATIONS.

BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO ASSUME THE RISK OF LOSING EMERGENCY 911 DIALING CAPABILITIES AND CONSENT TO THE DISCLOSURE OF YOUR TELEPHONE NUMBER AND OTHER IDENTIFYING INFORMATION TO EMERGENCY 911 AUTHORITIES AS CMDVoIP DEEMS NECESSARY IN ITS SOLE OPINION AND DISCRETION.

PLEASE NOTE FURTHER THE FOLLOWING LIMITATIONS ON CMDVoIP' 911 AND E911 SERVICE:

911 and E911 Service may be limited or unavailable in the following circumstances:

• In certain geographic areas where CMDVoIP' underlying E911 provider has limited access (or no access at all) to the PSAP's facilities;
• If your broadband connection, Devices, services or other broadband access connections are disconnected, suspended, or interrupted, or you are experiencing any disruption whatsoever to your access to the Internet;
• If you attempt to request emergency assistance be sent to a location other than the emergency response location ("ERL") that you previously provided to CMDVoIP, as may be adjusted from time to time;
• If there are delays or disruptions of service in the network or services of CMDVoIP' underlying E911 provider;
• If there are network congestion, disruptions, or other problems associated with CMDVoIP' network or any network in use in connection with the Service;
• If your Service is interrupted or terminated for any reason, including the suspension or termination of your account with CMDVoIP for non-payment of invoices;
• If the Service experiences any network disruptions which prevent the transmission of the ERL which was provided.

LIMITATION OF LIABILITY AND DISCLAIMERS

YOU SPECIFICALLY AGREE THAT IN NO EVENT WILL CMDVoIP (OR ANY OF ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING, DIRECTLY OR INDIRECTLY, FROM OR IN CONNECTION WITH ANY USE OF (OR INABILITY TO USE) THE SERVICE OR WITH ANY USE OF (OR INABILITY TO USE) EMERGENCY 911 SERVICES IN CONNECTION THEREWITH. YOU ALSO AGREE TO RELEASE AND DISCHARGE CMDVoIP, ITS AFFILIATES (TOGETHER WITH ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS) FROM ANY AND AGAINST ALL ACTIONS, LAWSUITS, CLAIMS, DAMAGES, JUDGEMENTS, LIABILITIES AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) WHATSOEVER THAT YOU MAY OTHERWISE HAVE IN CONNECTION WITH USE (WHETHER BY YOU OR BY ANY OTHER PERSON) OF THE SERVICES THAT ARE PROVIDED TO YOU UNDER THIS AGREEMENT (COLLECTIVELY, "CLAIMS"). TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT (AND COVENANT NOT) TO BRING SUIT FOR SAID CLAIMS AGAINST US OR ANY OF THE OTHER PERSONS MENTIONED IN THE PREVIOUS SENTENCE.

CMDVoIP also has no physical control over whether, or the manner in which, calls using our 911 Service are delivered by our underlying 911 provider or whether or if they are properly answered or addressed by any local emergency response center. ACCORDINGLY, CMDVoIP HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE HANDLING OF SUCH CALLS BY ANY THIRD PARTY OR FOR ANY OTHER CONDUCT OF THE LOCAL EMERGENCY RESPONSE CENTER OR OF THE NATIONAL EMERGENCY CALLING CENTER USED BY CMDVoIP' UNDERLYING 911 PROVIDER.

CMDVoIP also relies on its underlying 911 provider and other third parties to route 911 Emergency calls to the proper emergency response center. CMDVoIP DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY FAILURE OR OMMISSION ON THE PART OF SUCH THIRD PARTY. BY USING THE SERVICES, YOU AGREE THAT NEITHER CMDVoIP, NOR ANY OF ITS AFFILIATES (OR ITS OR THEIR OFFICERS, EMPLOYEES, OR AGENTS) WILL HAVE ANY SUCH LIABILITY OR RESPONSIBILITY AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHT TO BRING ANY CLAIM AGAINST CMDVoIP, ITS OFFICERS, EMPLOYEES OR AGENTS, ARISING FROM OR IN CONNECTION WITH THE EMERGENCY 911 SERVICE, EXCEPT WHERE SUCH CLAIMS RESULT FROM CMDVoIP' (OR ITS EMPLOYEES' OR AGENTS') GROSS NEGLIGENCE OR RECKLESS OR WILLFULL MISCONDUCT.

FURTHERMORE, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD CMDVoIP, ITS EMPLOYEES, AND AGENTS HARMLESS FROM ANY SUCH CLAIM BROUGHT, ASSERTED OR THREATENED BY ANY THIRD PARTY UNLESS CAUSED BY CMDVoIP' (OR ITS EMPOLOYEES' OR AGENTS') GROSS NEGLIGENCE OR RECKLESS OR WILLFULL MISCONDUCT. YOUR OBLIGATION TO PROVIDE YOUR ERL, TO GIVE OTHERS NOTICE OF EMERGENCY 911 LIMITATIONS - INCLUDING PLACING 911 WARNING LABELS ON YOUR PHONE.

1. Your Obligation to provide an ERL

AT THE TIME THAT YOU SUBSCRIBE TO THE SERVICE you must provide CMDVoIP with the address of the physical location where you will be using the Service (ERL) along with your subscription information.

Importantly, when and if you access the Service from, and/or move your equipment or Devices to, another location, YOU MUST AGAIN PROVIDE THAT NEW ERL to CMDVoIP. If you do not provide your new ERL, any calls you make using the 911 Service feature may be sent to an emergency center near your old ERL. The ERL that shall be kept on file by CMDVoIP shall be forwarded to CMDVoIP via the web site http://www.cmdvoip.com.

2. Your Obligation to Give Others Notice of Emergency 911 Limitations

IN ADDITION, YOU AGREE TO BE FULLY RESPONSIBLE AT ALL TIMES DURING THE TERM OF THIS AGREEMENT FOR NOTIFYING ALL MEMBERS, EMPLOYEES OR AGENTS OF YOUR ENTITY OR ORGANIZATION, AS THE CASE MAY BE, AND ALL OTHER PERSONS USING THE SERVICE OF INTERRUPTIONS, THE POSSIBLE LOSS OF EMERGENCY 911 DIALING CAPABILITIES, AND OF CMDVoIP' LIMITATIONS OF LIABILITY AND DISCLAIMERS DESCRIBED IN THE PREVIOUS PARAGRAPHS.

YOU ALSO AGREE (TO THE FULLEST EXTENT PERMITTED BY LAW) TO INDEMNIFY, DEFEND AND HOLD CMDVoIP, ITS SUPPLIERS (INCLUDING ITS UNDERLYING E911 PROVIDER), TOGETHER WITH ITS AND THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS) FROM OR AGAINST ANY AND ALL ASSERTED OR THREATENED CLAIMS (AS THAT TERM IS DEFINED ABOVE) TO THE EXTENT ARISING FROM OR IN CONNECTION WITH THE USE OF THE SERVICE BY ANY PERSON OR ENTITY OTHER THAN THE PERSON SIGNING BELOW OR WITH YOUR FAILURE TO COMPLY WITH THE E911 NOTIFICATION OBLIGATIONS SET FORTH BELOW.

3. Your Obligation to Place 911 Warning Labels on your Telephone Handset and/or any Device used in connection with the Service.

IN ADDITION TO YOUR NOTIFICATION OBLIGATIONS IN THE PREVIOUS PARAGRAPH AND AS A CONDITION OF PURCHASING THE SERVICE, YOU MUST PROMINENTLY DISPLAY AT OR NEAR THE TELEPHONE HANDSET, OR OTHER DEVICE IN USE OR TO BE USED IN CONNECTION WITH THE SERVICE, THE E911 WARNING LABELS WHICH SHALL BE PROVIDED TO YOU. IN THE EVENT ADDITIONAL WARNING LABELS ARE NEEDED, THEY WILL BE PROVIDED UPON REQUEST. FAILURE TO DISPLAY THE WARNING LABELS AS DESCRIBED IN THIS SECTION IS A MATERIAL BREACH OF THE AGREEMENT BETWEEN YOU AND CMDVoIP AND GIVES CMDVoIP THE RIGHT TO TERMINATE THIS AGREEMENT FOR CAUSE AND OTHER REMEDIES, INCLUDING WITHOUT LIMITATION, THE RIGHT TO RECOVER DAMAGES AND TO INVOKE YOUR INDEMNIFICATION OBLIGATIONS DESCRIBED IN THIS AGREEMENT.

ADDITIONAL RESTRICTIONS AND SERVICE LIMITATIONS

"900" Numbers

You acknowledge that we have informed you that the Service does not permit calls to 900 numbers or other pay per call services. Circumventing pay per call blocking will incur a $1.00 per call charge or actual cost, whichever is greater.

Theft

You are responsible for canceling your Service if you believe the credentials are lost or stolen. Failure to do so may result in additional charges to you.

Service Termination

CMDVoIP reserves the right to terminate the Service at any time, with or without notice, and for any reason. You agree that CMDVoIP shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Equipment

Because any Device used in connection with the Service is provided by the User, User is solely liable for the obsolescence, malfunction or other failure on the part of any Device.

Privacy

Personal data and certain other information submitted by you are subject to our Privacy Policy. Voice over IP communications are transmitted over public networks including the Internet. You acknowledge that CMDVoIP is not liable for any loss of privacy arising out of use of the Service.

Release

Because we are not involved in the actual contact between Users, in the event that you have a dispute with one or more Users and/or any parties unrelated to CMDVoIP (including, but not limited to, any clients of CMDVoIP), you release CMDVoIP (and our officers, directors, principals, agents, investors, subsidiaries and employees) from all claims, demands and damages (actual and consequential) of every kind and nature whatsoever, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Responsibility for the Content and Services

In addition, you may provide other, non-PII, information to us in the registration process, through any email feature, electronic submission or transaction or through traditional mail. You are solely responsible for Your Content and your use of the services, and we act as a passive conduit for your online distribution and publication of Your Information. CMDVoIP does not monitor Your Content, nor do we endorse or have control over Your Content or other users' content.

Acceptable Use Policy

Your Content (or any items or contents listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other partners, affiliates, Users or suppliers. You agree to indemnify, defend and hold harmless CMDVoIP from any and all third party claims, liability, damages and/or costs(including by not limited to attorney fees arising from your violation of this Acceptable Use Policy.

Agent Access

User acknowledges and agrees that, if its account is created with CMDVoIP through an agent, such agent will have access to User's account for the purposes of establishing the account and configuring it from time to time. In connection with such access, the agent shall have all the rights and protections afforded and extended to CMDVoIP in this Agreement.

Billing and Payment Policy

Certain Users of the Site are obligated to pay for the Service offered therein, unless specifically notified otherwise. CMDVoIP will charge a User's credit card according to the agreed upon fee between User and CMDVoIP for use of the services of the Site, plus any applicable taxes and fees. For a comprehensive list of potential taxes and fees, visit http://www.cmdvoip.com Users will pay fees according to the applicable "Price Menu" set forth on the CMDVoIP Site. No additional notice or consent will be required for billings to User's credit card for all amounts (including taxes and fees, late charges, and cancellation fees). You must promptly notify us of any change in your invoicing address or changes related to the credit card used for payment. Your payment obligations survive any termination of this Agreement. While CMDVoIP will use its best efforts to ensure the privacy of all credit card and other personal information, we expressly disclaim any liability for any damage that may result should any such information be released to any third parties. User does hereby agree to hold CMDVoIP harmless for any damages that may result there from. CMDVoIP will use a third party service to process your credit card information. CMDVoIP is not responsible for any of the services offered by third party. You do hereby agree to indemnify and hold harmless CMDVoIP from any liability whatsoever that may result from the use of said party's services.

Late Payments/Disputes

For any payment returned for nonpayment or for any credit card charge backs, we will assess an additional fee of twenty-five dollars ($25.00 USD) and we may, without notice to you, suspend Service and/or terminate this Agreement, in addition to all other remedies. All amounts due, including taxes and fees and any disputed amounts, must be paid by the due date regardless of the status of any objection. All communications concerning disputed amounts owed, including any instrument tendered as full satisfaction of the amounts owed, or stipulating any other conditional action, agreement or proposed resolution of any dispute must be (i) in writing, (ii) marked Billing Dispute on the outside of the envelope, (iii) sent to the address provided in the Notices section below, and (iv) received by us within sixty (60) days after posting of the invoice or sixty (60) days after CMDVoIP' attempt to charge your credit card, as the case may be.

Notices

We may send you notices by mail or electronic means, in our sole discretion. Notices to you shall be effective 1) 3 (three) days following the date deposited in the U.S. Mail or delivered to a nationally recognized courier or delivery service to your address as kept in our files and/or 2) immediately upon our transmission using an electronic means such as email or text messaging service. You are responsible for notifying us of any changes in your mailing or email address. Written notice to us shall be effective when directed to CMDVoIP, 700-76 Broadway, Suite 315, Westwood, NJ 07675 and received by us. Your notice must contain specific information adequate to identify you and your Service. Oral and electronic notices shall be deemed effective on the date reflected in our records.

Modification of the Terms of this Agreement

CMDVoIP reserves the right to make changes to this Agreement from time to time. Notice to Users of any substantive and/or material changes to this Agreement or any of CMDVoIP' policies shall be posted on the Site as such changes are made from time to time. It is the responsibility of the User to review the terms of this Agreement each time any Users view the Site. CMDVoIP is not responsible for any damage that may result should User fail to review this User Agreement following any modifications that may be implemented herein.

Term of Agreement

This Agreement will become effective with respect to the User immediately upon any use by the User of the Site or Service and shall remain effective unless terminated by either party as provided hereunder. You may terminate this Agreement by providing CMDVoIP with written or email notice of such termination which shall be effective immediately upon receipt of such notice by CMDVoIP. Furthermore, CMDVoIP may terminate this Agreement, with or without notice, with any User immediately for any breach of this Agreement or any applicable policy of CMDVoIP, as posted on the Site from time to time, or for any reason whatsoever. No reimbursements for any fees charged in connection with services offered on the Site shall be issued where reason for termination is due to the violation of any of the terms and conditions set forth herein or in any other policy posted on this Site. In the event of termination or expiration, the following sections shall survive: Term of Agreement; Ownership and Intellectual Property Rights; Limitation of Liability; Notice; Release; Late Payments/Disputes; Disclaimer of Warranties; Arbitration; General Provisions; Miscellaneous; as well as all provisions related to billing and payment terms to the extent User has not paid money owing to CMDVoIP.

Ownership and Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, "Proprietary Material") that Users see or read on the Site is owned by CMDVoIP or is used with permission of the rightful owner. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. CMDVoIP owns all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. Users may not copy, download, use redesign, reconfigure or re-transmit anything from the CMDVoIP Site without CMDVoIP' prior express written permission. Furthermore, Users are not allowed to post or distribute any material they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations, and subject Users to termination from the use of this Site or civil or criminal penalties.

In addition, the Site contains material protected by the domestic and international laws of copyright, patents or other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of CMDVoIP and/or the relevant right holder. You shall be solely responsible, and agree to assume all responsibility to fullest extent allowed by law, for your own content and the consequences of posting or publishing said content or otherwise using the Service to post, distribute or otherwise use content in connection with use of CMDVoIP provided services.

Limited License

CMDVoIP grants its Users a nonexclusive, revocable right to use the Site provided that Users do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form.

Modifications to the Site

CMDVoIP reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Site or Service or any content or information on the Site with or without notice to User. Users agree that CMDVoIP shall not be liable to any User or any third party for any modification or discontinuance of the Site or Service.

Account, password and security

You are responsible for maintaining the confidentiality of any password and account number provided by themselves or CMDVoIP for accessing the Site or Service, and You are fully responsible for all activities that occur under User's password or account. User agrees to immediately notify CMDVoIP of any unauthorized use of a User's password or account or any other breach of security.

No Agency

You and CMDVoIP are not legally affiliated in any way by virtue of your membership or usage of CMDVoIP' Sites, the Service intellectual property other then the terms and conditions stated in this User Agreement and no independent contractor, agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. CMDVoIP is not an employment service and does not serve as an employer of any parties that may use this Site. As such, CMDVoIP expressly disclaims any liability that may arise between Users of its Site.

Disclaimer of Warranties

USER EXPRESSLY AGREES THAT THE USE OF THE SITE AND SERVICE IS AT USER'S SOLE RISK. NEITHER CMDVoIP NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE AND SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CMDVoIP NOR ITS LICENSORS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON THE SITE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE INFORMATION. CMDVoIP AND AFFILIATES DO NOT WARRANT THAT THE SITE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. CMDVoIP AND AFFILIATES TAKE REASONABLE MEASURES TO ENSURE THAT INFORMATION PROVIDED BY USERS IS DISCLOSED ONLY TO THOSE SPECIFIED BY USERS. CMDVoIP CANNOT AND DOES NOT, HOWEVER, GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY USERS WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. USERS AGREE NOT TO HOLD CMDVoIP, PRINCIPALS, AGENTS, CONTRACTORS EMPLOYEES AND AFFILIATES LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF INFORMATION PROVIDED THROUGH THE SITE. CMDVoIP AND AFFILIATES ARE NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SITE OR SERVICE. SHOULD ANY INTERRUPTION OCCUR WITH THE SITE OR SERVICE, WHETHER WITHIN THE CONTROL OF CMDVoIP OR NOT, CMDVoIP EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY DAMAGES, INCIDENTAL OR CONSEQUENTIAL THAT MAY RESULT TO ANY PARTY INCLUDING ANY USER (WHETHER A PAYING MEMBER/USER OR NOT) OF THE SITE OR SERVICE.

Limitation of Liability

User agrees not to hold CMDVoIP, CMDVoIP' principals, agents and employees, officers, directors, or participants liable for any advice, representations and/or services delivered which originated through the Site or were otherwise provided by any User. All Users of this Site or the Service release CMDVoIP, CMDVoIP' principal's, agents, officers, directors, and employees from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected by any parties other than CMDVoIP in connection with the Sites, the Service and any Device used in connection therewith. Users acknowledge that any Device used in connection with the Service is provided by the User and User is solely liable for the obsolescence, malfunction or other failure on the part of any Device. Users further agree that they will cooperate as reasonably required in the defense of any such claims. CMDVoIP and any assigns, subsidiaries or affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any such claim or matter without the written consent of CMDVoIP. Users further agree to hold harmless CMDVoIP and Affiliates from any claim arising from a third party's use of information or materials of any kind that they post in a Public Area.

Under no circumstances will CMDVoIP or its Affiliates be liable to any party for any indirect, incidental, consequential, special or exemplary damages arising from any provision of this Agreement. Furthermore, the aggregate liability of CMDVoIP or its Affiliates arising with respect to this Agreement and the Site will not exceed the total amounts paid by User in the previous twelve (12) months under this Agreement. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.

Arbitration

Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or CMDVoIP may seek any interim or preliminary relief from a court of competent jurisdiction in the State of California, necessary to protect the rights or property of you or CMDVoIP pending the completion of arbitration.

General Provisions

Failure by CMDVoIP to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. These Terms of Use, and all other aspects of use of the Site, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms or Use or use of the Site, other than action for specific performance or injunctive relief brought by CMDVoIP, shall be exclusively brought in the federal, state or local courts located in the State of California; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by those courts, and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts. These Terms of Use constitute the entire agreement between Users and CMDVoIP with respect to the Site, and supersede all prior agreements or understandings, whether written or oral, between Users and CMDVoIP with respect to the Site. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use and Policy regarding Privacy inure to the benefit of CMDVoIP, its successors and assigns.

Miscellaneous

Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted in accordance with the laws of the State of California (excluding any rules governing choice of laws) and any legal proceeding arising out this Agreement will occur in the State of California. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between CMDVoIP and any User with respect to the subject matter hereof, and Users have not relied upon any promises or representations by CMDVoIP with respect to the subject matter except as set forth herein.