Terms of Service (TOS)

This Terms of Service agreement (the “TOS” or “Agreement”) constitutes the entire agreement between SECROM LLC (“SECROM”) and you on behalf of yourself and any entity that you represent (“You”), as the user of SECROM’s unified communications services, telecommunication services, information technology services, or other services, and any associated software, firmware, hardware, websites, including the Service Plans (“SECROM Services”). SECROM and You may collectively be referred to as the “Parties” and each of them will be a “Party”. This TOS governs Your use of SECROM Services provided by or through SECROM.

THERE ARE IMPORTANT 911 TERMS RELATED TO YOUR VOIP-BASED SECROM SERVICES, PLEASE REVIEW THE ENTIRE TOS. BY ACTIVATING SECROM SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE NOT COMFORTABLE WITH THE LIMITATIONS OF THE SECROM 911 SERVICE, YOU SHOULD CONSIDER USING AN ALTERNATIVE MEANS OF ACCESS TO TRADITIONAL 911 OR E911 SERVICES, OR DISCONTINUING YOUR SECROM SERVICES. BY SUBSCRIBING TO OR USING SECROM SERVICES OR ANY PART THEREOF, INCLUDING ANY FEATURE OR FUNCTIONALITY, DOWNLOADING OR INSTALLING ANY SOFTWARE, FIRMWARE, OR HARDWARE, YOU AGREE TO THIS TOS. IF YOU DO NOT WISH TO ACCEPT THIS TOS, DO NOT SUBSCRIBE TO OR USE ANY SECROM SERVICES OR ANY ASSOCIATED SOFTWARE, FIRMWARE, OR HARDWARE.

When You accept this TOS by clicking on the appropriate acknowledgment, signing up for, subscribing to, accessing, downloading or installing any part of SECROM Services whatsoever, You represent and warrant that: (i) You possess the legal right and capacity to enter into the agreement with SECROM and to perform all Your obligations thereunder; (ii) You are of legal age to enter into this Agreement; (iii) You have full power and authority to execute and deliver any agreement and documents, and to perform all of Your obligations thereunder; (v) if You accept on behalf of an organization, You're affirming to SECROM that You are authorized to bind that organization, and references to "You" in this TOS expressly include without limitation the entity You represent; and (iv) You shall be bound by the agreement—this TOS.

 

DEFINITIONS

All terms used in this TOS shall be defined in accordance with the following definitions or as otherwise defined elsewhere in this TOS.

911-Enabled Softphone” means a Softphone for which SECROM may be able to provide limited emergency services as explained in this TOS.

Account” means a registered account established with SECROM or an account associated with receiving SECROM Services. Such Account may contain Your and/or Your Company’s Registration Information, as well as Registration Information of Your End Users, and other information. Multiple Service Plans, Digital Lines, records of End Users, and other information may be included in a single Account. An account may include a number of sub-accounts or connected accounts, for instance, an organizational account containing a number of End User accounts.

Account Administrator” means an End User(s) that You designate as an Account Administrator(s) of Your Account that have rights to set or modify settings or preferences of the Account and other End Users.

Account Datameans Registration Information and any SECROM-generated records, and other information in Your Account.

Account Security Incident” means any actual or suspected unauthorized activity, erroneous billing, or breach or compromise of any security controls (e.g., Your Password), or breach of privacy of Your Account, or any non-public Account Data.

Admin Portal” or Administrative Portal or User Portal or “Customer Portal” means a website and/or software application through which a customer may be able to enter Registration Information, purchase, register, and/or access SECROM Services, and/or other products, services, or features provided by SECROM, or make modifications to or control an Account and/or SECROM Services.

Customer Communications” means the content of calls, facsimiles, SMS messages, voicemails, emails, voice and video recordings, data files, conferences, or other communications transmitted or stored via SECROM Services.

Digital Line” means a domestic (local), foreign, toll free or other telephone line with a telephone number (caller ID, virtual number, private extension, or a standard telephone number), allowing the placement of outbound calls and/or receipt of inbound calls, whether over an Internet Protocol (IP), telephone, or any other network or communication protocol.

Embargoed Area” means a country or a region that is subject to the United States or the United Nations embargo or economic sanctions, including without limitations destinations designated by the United States Government in Country Group E or Part 746 of the Export Administration Regulations (15 CFR Part 730-774), or otherwise subject to territorial sanctions under regulations administered by the United States Department of the Treasury or other governmental authorities with jurisdiction.

End Point” means a device and/or software through which a user might access and/or use SECROM Services, including IP Desk Phones, Softphones, mobile or desktop software applications, and other devices or VoIP infrastructure.

End User” means (i) a user of SECROM Services registered in Your Account; or (ii) any individual that accesses any part of SECROM Services or any other products or services provided by or through SECROM with Your approval, or Your permission, or by Your direction or request, or in connection with Your Account or Your use of SECROM Services; or (iii) with approval, or permission, or direction, or request of anyone registered in Your account; or (iv) accessing SECROM Services or any other products or services provided by or through SECROM with Your approval, or Your permission, or by Your direction or request, or in connection with Your Account or Your use of SECROM Services.

Export Control List” means any list maintained by the United States of any other country or entities or individuals that are subject to export controls or economic sanctions, including without limitation the United States Commerce Department’s Denied Parties List, Entity List, or Unverified List; the United States Department of the Treasury’s or the United States Office of Foreign Assets Control's Specially Designated National List; Sectoral Sanctions List; Foreign Sanctions Evaders List; and similar lists of entities, organizations, or individuals subject to export control restrictions or economic sanctions that are maintained by other agencies of the United States Government and the United Nations, or other governmental authority with jurisdiction.

Intellectual Property” or “IP” means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (i) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (ii) copyrights and copyright registrations, and “moral” rights; (iii) the protection of trade and industrial secrets and confidential information; (iv) other proprietary rights relating to intangible property; (v) trademarks, trade names and service marks; (vi) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (vii) analogous rights to those set forth above; and (viii) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

IP Desk Phone” means any hardware or telephony device, including mobile devices and special-purpose devices, that may use the Internet to place and transmit telephone calls.

IP Rights” means any and all patents, copyrights, trademarks, service marks, trade secrets, and other Intellectual Property rights in SECROM Services or any other products and services provided by or through SECROM, or in any technology used in the provision thereof.

Law” means any federal, national, municipal, local, state, or international law, statute, regulation, code, ordinance, or restriction, treaty or convention, or court or administrative ruling.

Legal Process” means any court or administrative order, subpoena, civil investigation demand, warrant, or other official request, order, or process.

Marketing Communications” means occasional non-bulk sales-related communications, and any other communications solely or primarily designed to market products.

 “Password Information” means any password, PIN, security question/answer, biometric, physical, and any other access-related device, credential, secret, certificate, and the like.

Registered Address” means the address of the physical location where You will predominantly use the Digital Line, including each Digital Line assigned to each IP Desk Phone and each 911-Enabled Softphone.

Registration Information” means any information You and/or Your End Users may be required to provide as part of procurement and/or use of SECROM Services, or other products or services provided by SECROM, including but not limited to Your personal name and/or organizational name, Tax ID, business registration documents, DUNS number, a copy of government-issued personal identification document, Social Security or similar government-issued registration number, any personal background report, personal and/or business credit score or solvency report, tax return, billing address, shipping address, Payment Method, Your legal consent and/or affidavit, and other documentation/information that SECROM in its sole discretion may require, whether as an ordinary process or on case-by-case basis.   

SECROM Mark” means a United States and foreign trademark, service mark, copyright, or logo of SECROM.

Service Communications” means any communications related in whole or in part to the administration, support, use, Usage, development, billing, payment, Customer Communications, upgrades, updates, installations, new products, security issues, support cases (tickets), customer satisfaction surveys, purchases, and other transactions or improvements related to SECROM Services or other products and services provided by or through SECROM.

SECROM Services means all unified communications services, telecommunications services, teleconferencing services, any associated customer support services, and any data services, including voice, video, text, data, data storage, media, and other communications, and related services, including security services, technical support services, hosting services, infrastructure services, maintenance or administration services, software applications, firmware, and any device, system, or information technology related to delivering the aforesaid products and services, any integrations, Application Programming Interfaces (APIs), Service Plans, and other products and services provided by or through SECROM under this TOS.

Service Plan” means SECROM Service subscription acquired under this TOS, including but not limited to SECROM Unified Communications solution, and any software, firmware, or hardware used in conjunction with those services.

Softphone” means an instance of the SECROM desktop or mobile software application used to access SECROM Services, make telephone calls, send messages, or access or use any other services provided by or through SECROM and/or to operate on hardware, firmware, or networks provided or enabled by or in connection with SECROM.

Taxes” means all foreign, federal, state, local, and municipal sales, value-added, transactional, regulatory, and other taxes and assessments, and other governmental fees, surcharges, levies or amounts, including without limitation charges related to the recovery of amounts contributed to any non-profit or for-profit organization, universal service, or other governmental or non-governmental fund or entity, whether or not such recovery is mandated by any Law or not.

Text-to-911” means the ability to send SMS messages to 911 emergency services.

Third Party Mark” means a United States and foreign trademark, service mark, copyright, or logo of a third party.

 “Usage” means toll-free usage, local usage, long-distance usage, international usage, and any other usage of an Account and/or Digital Line, a number, or a SECROM Service that could result in charges for calling, messaging, data processing, data storage, or other activity.

Voice-to-Text Feature” means any functionality or feature of SECROM Services that converts voice content to text content or vice versa.

911” means basic 911 or Enhanced 911 (E911) emergency services in the United States and/or similar services elsewhere.

911-Enabled” means software or equipment that is capable, where possible, to initiate a call or call 911 emergency services.

As used in this TOS, (i) any reference to a statute shall be construed as a reference to that statute as amended, re-enacted or otherwise modified from time to time, (ii) the term “including” will always be deemed to mean “including, without limitation”, (iii) a definition is equally applicable to the singular and plural forms of the feminine, masculine and neuter forms of the term defined, and (iv) any headings in this TOS are for convenience only and shall not affect the interpretation of any terms.

 

OPERATION AND LIMITATIONS OF THE SECROM 911 SERVICE

Access to Emergency Services (911). SECROM provides a limited access to the emergency calling services, where available, allowing some users to access either a basic 911 or an Enhanced 911 (E911) service. Your access may differ depending on Your location or the device You are using, and emergency calling services may work differently than You have experienced previously, using the traditional wireline or wireless telecommunication devices and services.

IT IS STRONGLY RECOMMENDED THAT YOU ALWAYS HAVE AVAILABLE AN ALTERNATIVE MEANS FOR PLACING EMERGENCY CALLS AND YOU DO NOT RELY ON SECROM SERVICES FOR PLACING EMERGENCY CALLS.

The users of IP Desk Phones or 911-Enabled Softphones may be able, where available, to dial 911 or similar emergency services directly from their IP Desk Phones or a 911-Enabled Softphone. Emergency calls cannot be placed through Softphones and other equipment that is not 911-Enabled. Calls to emergency services placed through a Softphone on a mobile device (e.g., a smartphone) may be automatically routed, where possible, to the native dialer of a mobile device, and the call will be handled by Your wireless service provider if wireless service is available. If Your wireless service is unavailable, the 911 call cannot be placed. A Softphone cannot place emergency calls over a Wi-Fi network. Emergency dialing is not available on Softphones operating on tablet or other mobile devices without a native phone dialer and a wireless service plan that supports calls to emergency services.

How it Works. When a SECROM user dials 911 on an IP Desk Phone or a 911-Enabled Softphone, the Digital Line number and the Registered Address You have provided may be sent, where possible, to an emergency center. In some areas, emergency operators have access to this information; however, in areas where only basic 911 service is available, the emergency operator answering the call may not be able to access Your Digital Line number and/or Your Registered Address. You should always be prepared to provide the emergency operator with Your Digital Line number and Registered Address in case if the call is dropped or disconnected. If You are unable to speak, the emergency operator may not be able to send help to Your location and/or call You back should the call be disconnected. SECROM does not control whether the emergency operator receives Your Digital Line number (telephone number or caller ID) and Registered Address and does not guarantee that Your Digital Line number and/or Registered Address will be provided to emergency operator and/or Your call will be successfully routed to the emergency service operator.

Emergency dialing with Your SECROM Services works differently than emergency dialing over a traditional phone service. Oftentimes, 911 calls dialed via a SECROM Service cannot be directed to the local emergency response center, and are instead, where possible, may be directed to a National Emergency Call Center (the “NECC”). That might happen, for instance, if there is a problem validating a Registered Address, if the Registered Address is an international location, or if the Registered Address is in an area that is not covered by the landline 911 network, or in other situations. 911 calls that are directed to the NECC may not include Your Digital Line number and/or Your registered address. An operator at the NECC may request Your name, location, and telephone number and may attempt to reach emergency responders in Your local area. Until You give the operator Your phone number, and location, the operator may not be able to call You back or dispatch help to Your location if the call is dropped or disconnected or else.

Service Limitations. Accessing 911 via SECROM Services will not be possible, among other reasons, in the event of an Internet or power outage, Unplanned Downtime or Maintenance of SECROM Services, a Service Plan that does not offer 911 services, a trial, beta, or other limited SECROM Services availability program, if You do not have a cellular voice service (on the device operating a 911-Enabled Softphone), or if Your broadband, ISP, or SECROM Service is terminated or otherwise unavailable, if the Softphone or other equipment does not make 911 calls over the Internet or such functionality is severely limited. It is possible that network congestion or other difficulty may delay or prevent completion of a 911 call. 911 service may not be available if You are dialing from a Digital Line that is not a United States number or if such number does not support 911 calls.

Registering Your Location. You agree to register with SECROM immediately upon activation of Your Account the address of the physical location where You will use each Digital Line, including each Digital Line assigned to each IP Desk Phone, and each 911-Enabled Softphone. This is Your Registered Address of each Digital Line. You agree that You will accurately register and maintain such registration for each individual Digital Line assigned to each End User, IP Desk Phone, 911-Enabled Softphone or any other equipment, service, entity, or individual.

IF YOU OR YOUR END USERS RELOCATE OR RELOCATE ANY EQUIPMENT OR ELSE IN A WAY THAT ANY REGISTERED ADDRESS BECOMES INACCURATE, ERRONEOUS, OR MISSING, YOU AGREE AND AGREE THAT THIS IS YOUR RESPONSIBILITY TO IMMEDIATELY UPDATE THE REGISTERED ADDRESS THAT IT BECOMES CURRENT, ACCURATE, AND ERROR FREE. YOU ACKNOWLEDGE THAT IF YOU DO NOT UPDATE THE REGISTERED ADDRESS, ANY 911 CALLS MADE FROM THE DIGITAL LINE OR A DEVICE MAY BE SENT TO THE WRONG EMERGENCY RESPONSE CENTER AND WILL NOT TRANSMIT YOUR CURRENT LOCATION INFORMATION TO EMERGENCY RESPONDERS, WHERE POSSIBLE, DELAYING OR PREVENTING EMERGENCY ASSISTANCE TO YOU, OR THE 911 SERVICE MAY NOT BE AVAILABLE AT ALL. IT MAY TAKE UP TO SEVERAL HOURS FOR THE ADDRESS UPDATE TO TAKE EFFECT, AND IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT YOUR REGISTERED ADDRESS WAS UPDATED, IS ACCURATE, AND ALWAYS REMAINS ACCURATE AND UP TO DATE. CUSTOMERS WITH MORE THAN ONE DIGITAL LINE ARE SOLELY RESPONSIBLE FOR ENSURING THAT AN ACCURATE AND UP TO DATE REGISTERED ADDRESS IS MAINTAINED FOR EACH IP DESK PHONE AND EACH 911-ENABLED SOFTPHONE, AND EACH END USER, AND THAT THEIR END USERS ARE AWARE OF HOW THE REGISTERED ADDRESS CAN BE CHANGED.

Text-to-911 Services. In some areas, emergency operators can receive text messages sent to 911 (Text-to-911). In areas where it is available and possible, Your SECROM Service may, where available, allow emergency Short Message System (SMS) messages to be transmitted using a 911-Enabled Softphone. Such messages are automatically directed to the native dialer of a mobile device (e.g., smartphone), allowing You to send a message via Your wireless service provider. If wireless service is unavailable, the message cannot be sent. Text-to-911 is not available on tablets or other mobile devices without a native phone dialer and a wireless service subscription.

Notification of Employees, Guests, or Other Users. You agree to notify all End Users, employees, contractors, guests, subscribers, or any person who may place calls or send messages using SECROM Services or may be present at the physical location where SECROM Services are used, of the limitations of 911 when using SECROM Services. You agree to affix a SECROM-provided upon your written request, sticker-warning that 911 services may be limited or unavailable in a readily visible place on each piece of equipment that might be used to access or use SECROM Services. You, Your End Users, and any person who may place calls or send messages using SECROM Services should always have an alternative means for placing 911 calls and/or sending messages to 911.

Access to Emergency Services Outside the U.S. Customer acknowledges that should a caller using SECROM Services from outside the continental United States to call 911, it may not be possible to place 911 call, or a caller may be instructed to hang up and call their local 911 service. Customer shall notify all users (i.e., business colleagues, employees, guests and other persons who may be present at the physical location where Customer uses SECROM Services) that 911 may not be available outside the United States and that 911 service may be limited in comparison to traditional 911 service. For clarity, 911 service may be supported, if available, only in the fifty United States and the District of Columbia and it is not provided in any U.S. territory or in international locations.

Disclaimer of Liability for Emergency Call Response.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE, AND USE BY YOUR END USERS, AND/OR GUESTS, OR OTHER THIRD PARTIES, OF 911 SERVICES AND TEXT-TO-911 SERVICES VIA SECROM SERVICES AND ANY PRODUCTS OR SERVICE PROVIDED BY OR THROUGH SECROM ARE SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN.

The availability of certain features, such as transmission of a Registered Address or Your Digital Line number (caller ID or telephone number), depends on whether emergency response centers support those features, and are factors outside of SECROM’s control. SECROM relies on third parties to assist SECROM in routing, where possible, 911 calls and messages to emergency response centers, the NECC, and other authorities or organizations. SECROM does not have control over emergency response centers, the NECC, emergency responders, or other third parties. SECROM disclaims all responsibility for the conduct of emergency response centers, the NECC, and all other third parties involved in the provision of emergency response services. Accordingly, to the extent permitted by Law, You hereby release, discharge, and hold harmless SECROM from and against any and all liability relating to or arising from any acts or omissions of such third parties, SECROM, or other third parties involved in the handling of or response to any emergency or 911 call or message. You agree to indemnify and hold harmless SECROM, and any third-party provider(s) from any and all claims, losses, damages, fines, or penalties arising out of: (i) Your provision to SECROM of incorrect information, including physical addresses, or Your failure to update Your Registered Address; (ii) Your failure to properly notify any person who may place calls using SECROM Services of the 911 limitations; or (iii) the absence, failure, or outage of emergency service dialing using SECROM Services for any reason whatsoever; and (iv) the inability of any user of SECROM Service to be able to dial or access 911 or access emergency service personnel for any reason whatsoever.

 

PLAN SUBSCRIPTION

Purchase of Service Plan. Pursuant to this TOS, You are purchasing subscription for a Service Plan set forth in Your order, and agreeing to use and pay for the same as set forth in this TOS and accompanying documentation for the entire period as indicated in the order (the “Initial Term”), and any renewal periods as described below. You agree to be financially responsible for Your use of SECROM Services and other products and services provided by or through SECROM per Your Service Plan, including the authorized or unauthorized use of Your Account and Digital Lines.

Account Registration. At the time of procuring a Service Plan and/or at any other time, SECROM may require You and/or Your End Users to provide Registration Information. You hereby grant to SECROM and its agents, partners, and suppliers a permission and a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable right and license to copy, reproduce, store, record, disclose, transmit, display, access, and use Registration Information in connection with activation, provisioning, support, improvement, administration, sales, marketing, and management of Your SECROM Services, as set forth in this TOS or otherwise permitted by Law. You represent and warrant that all Registration Information provided to SECROM by or on behalf of You or any End User will be true, accurate, current, and complete, and that You will promptly confirm, update, or supplement Registration Information on file upon SECROM’s request or if such Registration Information changes.

Account Administrators. You are responsible for all acts, errors and omissions of Your Account Administrators, and all other End Users, including without limitation any modifications and purchases such individuals make in or in connection with Your Account.

Purchase of Digital Lines. Your Service Plan may include an option to procure Digital Lines, or one or more Digital Lines may be included in Your Service Plan, as set forth in the applicable documentation. You and Your End Users may be able to purchase Digital Lines for the applicable Account by placing an order. Each Digital Line added to Your Account is subject to the terms of this TOS. The Term of a Digital Line will run conterminously with the Term of Your Service Plan.

Term and Automatic Renewal. Your license to the Service Plan is provided for the Initial Term. The Initial Term for all Service Plans will renew automatically for successive terms of the same length (each, a “Renewal Term”) without further action by or notice to You, unless You notify SECROM in writing of non-renewal at least thirty (30) days before the end of the Initial Term or then-current Renewal Term. The Initial Term together with any Renewal Terms are collectively the “Term”.

Equipment. All IP Desk Phones and/or equipment related to an IP Desk Phone, including but not limited to handsets, headsets, software, firmware, and hardware installed on or related to those devices, and any other product directly related to an IP Desk Phone is not included in Your Service Plan, unless SECROM expressly states otherwise in writing. The IP Desk Phones, their purchases, warranties, returns, exchanges and claims are subject to a separate agreement, and are not covered by this TOS. Such agreement may be provided to you by SECROM or a third-party vendor and SECROM reserves the right to change from time to time the terms and conditions of such agreement without a prior notice to You.

 

END USER LICENSE AND RESTRICTIONS

Limited License. SECROM grants You and Your End Users a limited, personal, revocable, non-exclusive, non-sub-licensable, non-assignable, non-transferable, non-re-sellable license to use SECROM Services and associated software, firmware, and hardware provided in conjunction and within the scope of Your Service Plan during the Term—all, must be used in strict accordance with this TOS and solely for Your own internal business use. In the event of any expiration or termination of your Service Plan or termination of this TOS, all license rights granted herein immediately terminate. Any IP Rights in SECROM Services or in any technology used in the provision thereof are and shall remain the sole and exclusive property of SECROM and its licensors. All rights not expressly granted herein are reserved and retained by SECROM and its licensors, and no IP Rights or other rights or licenses are granted, transferred, or assigned to You, any End User, or any other party by implication, estoppel, or otherwise. You acknowledge that misuse of SECROM Services may violate third party IP Rights in the software, firmware, or hardware provided in conjunction with SECROM Services. You may not use or disclose any Intellectual Property or IP Rights in SECROM Services or any hardware, firmware, or software related to the same except as expressly contemplated by this Section.

SECROM’s IP Rights. You agree that all rights, title and interest in and to all Intellectual Property in SECROM Services, any software, firmware, or hardware used in conjunction with SECROM Services, and any materials provided in connection with SECROM Services are owned exclusively by SECROM or their licensors. Except as expressly provided herein, the limited license granted to You under the Service Plan does not convey any ownership or other rights, express or implied, in SECROM Services, any materials provided in connection with SECROM Services, or in any Intellectual Property.

Use and Disclosure of Intellectual Property. You represent, warrant, covenant and agree that You shall not disclose or use any of the Intellectual Property in SECROM Services, any software, firmware, or hardware used in conjunction with SECROM Services, or any marketing materials for any purpose following a termination of Your Service Plan or the limited license granted thereunder to use SECROM Services.

New Versions of Software. SECROM, in its sole discretion, reserves the right to add, remove, and modify features and functions, and to provide fixes, updates and upgrades to SECROM Services and any products and services provided by or through SECROM without notification to You. You acknowledge and agree that SECROM has no obligation to make available to You and any of Your End Users any such features, functions, fixes, updates, upgrades, and subsequent versions of SECROM Services or any part thereof. However, SECROM at its sole discretion could make available to You any such features, functions, fixes, updates, upgrades, and subsequent versions that are generally available to customers who subscribe to the same edition of the Service Plan that is purchased by You. In addition, You and SECROM acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services, or any part thereof, with respect to SECROM Services, unless SECROM expressly states otherwise in writing; and that SECROM at its sole discretion may provide maintenance and support services under this TOS, and may limit such maintenance and support at any time only to the extent that such maintenance and support is required under applicable Law.

 

CUSTOMER SECURITY POLICY

Password Information Security. You agree that You are responsible for all Password Information that You or any End User use in conjunction with SECROM Services and any products and services provided by or through SECROM. You further agree to ensure that all such Password Information: (i) shall be immediately changed in the event that You or Your End Users learn of or suspect that a Security Incident has occurred; (ii) shall not be not transmitted or stored in any insecure manner (e.g., any auto-storage, caching, single sign-on, auto-fill, and similar services); and (iii) shall be protected from theft and unauthorized access, use, and disclosure with at least a reasonable degree of care and diligence as considered to be the best security practices in the information technology industry.

End-Point Security. You agree to protect all End Points using, at minimum, generally accepted security measures, as considered to be the best security practices in the information technology industry, including without limitation: (i) effective passwords and other credentials; (ii) network segmentation, encryption of data stored on end-points and transmitted over a network, access restrictions utilizing user authentication and authorization controls; (iii) session time-out and/or locking screen saver features; and (iv) use of an effective and up-to-date firewall and encryption for all networks and devices to or through which any End Point might connect. 

YOU ACKNOWLEDGE AND AGREE THAT THESE REQUIREMENTS APPLY TO ALL YOUR END POINTS THAT ACCESS OR USE SECROM SERVICES, INCLUDING WITHOUT LIMITATION, IP DESK PHONES AND SOFTPHONES.

Update of Security Features. You acknowledge that some SECROM Services may require activation or installation of software, firmware, digital keys and/or certificates, including any updates or renewals; and such software, firmware, digital keys and/or certificates may be updated, renewed, de-activated, or uninstalled with or without a notice to You and/or Your consent. You agree to promptly download and install all updates to software and/or hardware, firmware, digital keys, and/or certificates used in conjunction with SECROM Services. You acknowledge and agree that if You and/or Your End Users decide not to install, implement, or use some or all thereof, it may adversely impact performance of SECROM Services, render them unusable, or lead to a breach of security and/or confidentiality.

Account and End User Management. You acknowledge and agree that End Users You designate as Account Administrators may have the ability to make purchases and enter into transactions on Your behalf and/or to perform acts related to SECROM Services, Service Plans, Your Account, Your Digital Lines, and other products and services, that may significantly affect You and Your End Users, or the operation of SECROM Services. You are responsible for any changes made to Your account by all Your End Users, including Your Account Administrators. You agree to maintain sole and exclusive control over Your SECROM Services and Your Account at all times and to ensure that all Account rights, permissions, and settings, and all use and Usage, are effectively managed as necessary to prevent any unauthorized access to, use or Usage of, or transaction or activity through or related to Your SECROM Services, including without limitation by implementing the following measures and practices:

i.Disabling international calling and calling to Alaska, Hawaii, and/or Puerto Rico for all Digital Lines for which such calls are not authorized;

ii.Blocking inbound calls from any caller IDs from which You do not wish for users to receive calls;

iii.Disable message notification emails with voicemail audio files where such functionality is not required and to the extent that such voicemails may include sensitive or confidential information;

iv.Regularly monitor, review, and scrutinize End User calling and other Account activity;

v.Promptly notify SECROM of any Account Security Incidents and provide all appropriate information and cooperation that SECROM requests;

vi.Implement and educate all End Users as to general security controls and practices, as necessary to assure Your compliance with this TOS.

 

SERVICE AND PROMOTIONAL COMMUNICATIONS AND PUBLICATIONS

Erroneous Product Information. SECROM attempts to describe its products and services as accurately as possible. However, SECROM does not warrant that any such information, including, without limitation, pricing, features, and capabilities, is accurate, complete, reliable, current, or error-free. It is possible that such information may be inaccurate, erroneous, and out-of-date. Such information is provided only for customers’ convenience and is not part of this TOS or any other agreement with SECROM.

SECROM Communications. You agree that SECROM may or have sent Service Communications and Marketing Communications to You, Your End Users, users, contacts, and third parties in connection with You. SECROM shall not send Marketing Communications to You and Your End Users without the right to opt out. You hereby consent to SECROM’s distribution of Service Communications and Marketing Communications in accordance with this TOS. In the event that You or any of Your End Users, users, or contacts provide SECROM with any feedback, answers, ideas, comments, or other information in connection with any of the foregoing communications, You hereby grant SECROM a perpetual, irrevocable, unlimited, worldwide, fully-paid up, royalty free, transferrable, and resalable right and license to use and take any advantage of the same.

Directory Listing Service. You acknowledge and agree that in the event that You subscribe to the SECROM directory listing service, if available, the information that You provide in connection with such subscription (i) may be freely used and reproduced by, or disclosed to, any third-parties, or otherwise made publicly available; (ii) SECROM may not be able to have such information or listing removed, altered, updated, or corrected; and (iii) You and Your End Users may receive calls, messages, mailings, and other communications from third parties as a result of Your participation in the SECROM directory listing service. You represent and warrant that all information provided by You and any of Your End Users related to any subscription to the SECROM directory listing service will be true, accurate, and up-to-date, and that You and/or Your End Users shall promptly update any such information if it changes or becomes inaccurate. You hereby authorize and grant SECROM a worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and resalable license to use, disclose, transmit, publish, or publicize, in any medium or technology now or hereafter available, all information that You and/or Your End Users provide in connection with subscribing to, participating in, or using the SECROM directory listing service. You hereby release, discharge, and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from and against all liability whatsoever related to or arising from any publication or listing of information in connection with Your and/or any of Your End Users’ subscription to the SECROM directory listing service and any third party’s use of the same.

Promotional Services. You acknowledge and agree that if SECROM offers or provides You and/or Your End Users or users any discounts, promotions, or free trials, SECROM may terminate them or modify their scope at any time and without notice, unless SECROM specifically states otherwise in writing.

 

ACCEPTABLE USE POLICY

High Risk Use.

YOU ACKNOWLEDGE THAT SECROM SERVICES ARE NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED TO BE USE FOR ANY HIGH-RISK OR FAIL-SAFE PURPOSES OR ACTIVITY WHATSOEVER, OR IN ANY ENVIRONMENT WHERE FAILURE, INTERRUPTION, MALFUNCTION, ERROR, OR UNAVAILABILITY COULD RESULT IN SUBSTANTIAL LIABILITY OR DAMAGES, PHYSICAL HARM OR PERSONAL INJURY, DEATH OR DISMEMBERMENT, OR PROPERTY OR ENVIRONMENTAL DAMAGE. YOU REPRESENT AND WARRANT THAT YOU AND ALL YOUR END USERS WILL NOT USE SECROM SERVICES OR ANY PRODUCT OR SERVICE PROVIDED BY OR THROUGH SECROM FOR ANY SUCH PURPOSE OR ACTIVITY, OR IN ANY SUCH WAY OR ENVIRONMENT.

Customer Legal Compliance. You represent and warrant that all use and Usage of Your SECROM Services, Account(s), Digital Lines, Service Plans, and other features, products, and services provided by or through SECROM will at all times comply with all applicable Laws, including but not limited to the rules, policies, and regulation of the Federal Communications Commission (“FCC”); and all Laws relating to data security or privacy, “Do-Not-Call” provisions, unsolicited marketing, telemarketing, faxing, email marketing, spamming, phishing, international communications, debt collection, recording of conversations, export control, end-use and destination restrictions as imposed by the United States or the United Nations, consumer protection, pornography, trade practices, false advertising, unfair competition, discrimination, harassment, defamation, intellectual property, securities, and the like. Certain products and services provided by or through SECROM may only be available to U.S. Persons, as defined in the U.S. International Traffic in Arms Regulations, and/or may only be available to individuals and organizations that have the appropriate security clearance issued by a pertinent governmental organization. SECROM may change such qualifications at any time and without a notice.

Unsolicited Advertisements and TCPA Compliance. Certain communication practices, including without limitation, placing of unsolicited calls or commercial messages, sending of unsolicited facsimile, internet facsimile, SMS, and other communications; and the use of certain automated telephone equipment to place calls, are regulated in the United States by the Federal Telephone Consumer Protection Act of 1991 (“TCPA”), the Junk Fax Prevention Act of 2005, and under a number of similar state, municipal and local laws, regulations, codes, ordinances and rules.

You agree, represent and warrant that:

i.You and/or Your End Users are creators of the content of, and solely responsible for determining the destination(s) and recipient(s) of all Your Customer Communications, and all outbound communications made using Your SECROM Services and other products and services provided by or through SECROM;

ii.All content, communications, and any other data provided for transmission or storage through/in Your SECROM Services or Account will be provided solely for lawful purposes, and in no event any such content will violate any Law;

iii.No unsolicited advertisements, commercial messages, solicitations, third party marketing, or the like will be transmitted or distributed through SECROM Services or Your Account in violation of the Law.

At SECROM's sole option and without further notice, SECROM may use technologies and procedures to screen and block such unsolicited communications at any time and without delivering them, or halt Your SECROM Services.

You agree to indemnify and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from any and all Your and any third party claims, losses, damages, fines, or penalties arising: (i) out of Your violation or alleged violation of the Law; or (ii) otherwise related to any unsolicited communications that You, Your End Users, and any third party in connection with Your Account or Your SECROM Services may have sent and/or received.

Export Restrictions. You acknowledge and agree that the software, firmware, and/or hardware used in conjunction with SECROM Services may be subject to the United States and other foreign Laws and regulations governing the export, re-export, and/or transfer of technology. You agree, represent, covenant, and warrant that: (i) neither You nor any End User (nor any entity or person that controls You or any End User) is located in an Embargoed Area or listed on any Export Control List; or (ii) will export or re-export any SECROM software, firmware, or hardware into any Embargoed Area or to any person, entity, or organization on any Export Control List, or to any person, entity, or organization subject to economic sanctions due to ownership or control by any such person, entity, or organization, without prior authorization by license, license exception, or license exemption; and (iii) SECROM Services and products and services provided by or through SECROM will not be used or accessed from any Embargoed Area, or used for any military or paramilitary purposes; and (iv) that You hereby represent, covenant, and warrant that it is Your responsibility to verify compliance and comply with all applicable U.S. and foreign Laws concerning the import and export of technology, including without limitation the export and import of telecommunication, encryption, and dual-purpose technologies.

Recording Communications. Certain features of Your SECROM Services may allow You and/or Your End Users to record and store recorded communications. The notification and consent requirements concerning the recording of communications may vary from state to state and country to country. You hereby represent, covenant, and warrant that You will review all applicable Laws before You use or allow Your End Users to use SECROM Services to record any communications; and You and Your End Users will comply with all applicable Laws and will always inform all participants if their communications are recorded; and You will notify all Your End Users and any third parties that they must comply with all applicable Laws relating to their use of communications recording features. Violations of the call recording Laws may be subject to criminal and civil penalties.

SECROM EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO YOUR RECORDING OF TELEPHONE CONVERSATIONS AND/OR ANY OTHER COMMUNICATIONS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SECROM, ITS PARTNERS, AGENTS, SERVICE PROVIDERS, LICENSORS, RESELLERS, AND SUPPLIERS FROM ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION THIRD PARTY CLAIMS, LOSSES, DAMAGES, FINES, AND PENALTIES ARISING OUT OF YOUR VIOLATION OR ALLEGED VIOLATION OF ANY COMMUNICATIONS RECORDING AND PRIVACY LAWS. SECROM EXPRESSLY DISCLAIMS ALL LIABILITY AND ALL WARRANTIES WITH RESPECT TO RECORDING OF ANY COMMUNICATIONS.

Like most of the comprehensive commercial telecommunication solutions, and similar to most of the telecommunication service providers, SECROM may be required as part of the ordinary service delivery to screen, create copies, and/or store Your Customer Communications and/or associated meta-data due to technology requirements, service features (e.g., voicemail, call record details, etc.), system design (e.g., high availability and high assurance computing infrastructure requires creating copies of all system components and data), or limitations of the enabling technology. Nevertheless, certain communications SECROM is unable to screen due to the use of strong end-to-end communication security that SECROM provides, where available, and recommends You using it for sensitive communications. Though, SECROM is unable to screen Your sensitive communications protected with end-to-end security, SECROM still requires a proper consent to comply with applicable Laws; therefore:  

YOU ACKNOWLEDGE AND AGREE THAT SECROM MAY HAVE THE ABILITY AND MAY ACCESS, SCREEN, STORE, AND MAKE COPIES OF SOME OF YOUR, YOUR END USERS’, AND ANY ENTITY’S AND INDIVIDUAL’S (THAT ACCESS SECROM SERVICES IN CONNECTION WITH YOUR ACCOUNT) CUSTOMER COMMUNICATIONS AS PART OF THE NORMAL SERVICE DELIVERY OR IN CONNECTION WITH SERVICE FUNCTIONALITY. YOU HEREBY AUTHORIZE, CONSENT, AND GRANT SECROM, ITS AGENTS AND SERVICE PROVIDERS A RIGHT (THAT SURVIVES TERMINATION OF THIS TOS) TO FULLY ACCESS, SCREEN, STORE, MAKE COPIES, AND TRANSMIT ALL YOUR, YOUR END USERS’, AND ANY ENTITY’S AND INDIVIDUAL’S (THAT ACCESS SECROM SERVICES IN CONNECTION WITH YOUR ACCOUNT) COMMUNICATIONS, INCLUDING TELEPHONE CALLS, AND ALL DATA TO THE FULL EXTENT PERMISSIBLE BY LAW. YOU ALSO ACKNOWLEDGE AND AGREE THAT SECROM IS NOT ABLE TO SCREEN AND/OR LEGIBLY RECORD COMMUNICATIONS THAT ARE PROTECTED WITH STRONG END-TO-END SECURITY (AS SECROM RECOMMENDS YOU USE, AND, WHERE AVAILABLE, PROVIDES FOR TRANSMITTING SENSITIVE COMMUNICATIONS), AND THEREFORE ANY SUCH PROTECTED COMMUNICATIONS AND DATA IN CASE OF A DISASTER, OMISSION, ERROR, MALFUNCTION, OR SIMILAR EVENT MAY NOT BE RECOVERABLE, AND MAY BE LOST COMPLETELY AND PERMANENTLY. SECROM EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ACCESS, SCREENING, RECORDING, STORING, TRANSMITTING, AND COPYING OF ALL COMMUNICATIONS AND DATA WHATSOEVER. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SECROM, ITS PARTNERS, AGENTS, SERVICE PROVIDERS, LICENSORS, RESELLERS, AND SUPPLIERS FROM ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION, THIRD PARTY CLAIMS, LOSSES, DAMAGES, FINES, AND PENALTIES ARISING OUT OF ANY VIOLATION OR ALLEGED VIOLATION OF ANY COMMUNICATION RECORDING OR PRIVACY LAWS, OR ANY DATA LOSS, OR ANY PRIVACY BREACH WHATSOEVER. SECROM EXPRESSLY DISCLAIMS ALL LIABILITY AND ALL WARRANTIES WITH RESPECT TO ANY ACCESS, RECODING, SCREENING, STORING, COPYING, AND TRANSMITTING OF ANY COMMUNICATIONS AND ANY DATA.

Prohibited Use of SECROM Services. Neither You or any of Your End Users or any entity or individual accessing SECROM Services through Your Account may use or allow to use SECROM Services in any of the following ways. In addition, You represent, warrant, covenant, and agree that neither You or any End User, or any entity or individual accessing SECROM Services through Your Account will do any of the following during the Term:

i.Use SECROM Services in any manner or for any purpose that is fraudulent, malicious, deceptive, abusive, obscene, threatening, harassing, tortious, improper, defamatory, libelous, slanderous, or in violation of any Law;

ii.Intentionally send or transmit unsolicited, “junk” or “spam” advertisements (commercial or otherwise) without consent, including without limitation through email, voicemail, SMS, facsimile, internet facsimile, or any other means that SECROM may provide now or in the future;

iii.Harvest or otherwise collect information about others, including without limitation email addresses, personally-identifiable and non-identifiable information of any kind;

iv.Intentionally engage in broadcasting of bulk communications through any means that SECROM may provide now or in the future;

v.Perform auto-dialing or “predictive” dialing (i.e., non-manual dialing via software or device to continuously place out-bound calls or transmit any other communications);

vi.Transmit any communications that would violate any applicable Law, including but not limited to the Telephone Consumer Protection Act, the Junk Fax Prevention Act of 2005, the rules governing the Do-Not-Call Registry, Canadian Unsolicited Telecommunications Rules, and others;

vii.Intentionally transmit or store any material that contains malware, spyware, or any other malicious code;

viii.Transmit misleading or inaccurate caller ID information with the intent to defraud, cause harm, or wrongfully obtain anything of value, including by creating a false caller ID identity, or forged email/SMS addresses, or any headers, otherwise attempting to mislead others as to the identity of the sender or the origin of any Customer Communications;

ix.Infringe, misappropriate, or otherwise violate foreign or domestic IP Rights or proprietary right of any party, including without limitation by transmitting or storing any material that might infringe on such rights, or be misappropriate, or otherwise violate any such right;

x.Violate the right of privacy, personality, or publicity of any party, including without limitation by transmitting or storing any material that might violate any such right;

xi.Interfere with or disrupt SECROM Services, hinder or intentionally affect SECROM Services in any manner that interferes with SECROM’s ability to provide high quality products or services;

xii.Transmit, receive, or store any Personal Health Information (PHI) without SECROM’s prior written approval; or if You qualify as a “covered entity,” “business associate,” or “subcontractor” under HIPAA (or similar legislation in other jurisdictions), or otherwise subject to HIPAA.

xiii.Circumvent, bypass, exploit, or otherwise avoid Your obligations or the provisions, restrictions, and prohibitions set forth in this TOS;

xiv.Sell; resell; distribute; lease; export; import; or otherwise grant or purport to grant rights to third parties with respect to SECROM Services;

xv.Display or use any SECROM Mark in any manner in violation of SECROM’s then-current policies on its trademark and logo usage, or without SECROM’s express prior written permission;

xvi.Undertake, direct, attempt, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of SECROM Services, any software, firmware, or hardware provided by or through SECROM, unless SECROM expressly authorizes You in writing.

xvii.Defeat, disable, or circumvent any security mechanism related to SECROM Services;

xviii.Intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communications or data in any manner, unless SECROM expressly authorizes You to do so in writing;

xix.Allow any service provider or other third party, except SECROM’s authorized maintenance providers, acting with SECROM’s express authorization, to conduct maintenance or repair of SECROM Services;

xx.Gain access to or use (or attempt to gain access or use) SECROM Services in any unauthorized manner, including, without limitation, through exploitation of vulnerabilities in security controls;

xxi.Violate or take an action to jeopardize, limit, or interfere with SECROM’s IP Rights;

A breach of obligations in this Section constitutes a material breach of this TOS, such that SECROM at its sole discretion may suspend SECROM Services or any other services, or use of any product, terminate this TOS immediately, and take any other action that SECROM deems necessary.

 

CHARGES AND PLAN CREDITS

Please note that all prices, Taxes, surcharges, and fees are subject to change at any time. If SECROM does not specifically indicate other currency in the pricing documentation, all prices are in U.S. Dollars and any payment to SECROM in any other currency, where applicable, will be converted to and settled in U.S. Dollars. You are responsible for paying all charges for Your and Your End Users’ SECROM Services, according to Your Pricing Plan(s), and any other products and services that SECROM provides to You and Your End Users, including but not limited to toll-free, local, long distance, international, and other calls, additional paid features, 411 and operator assisted charges, if any, directory assistance charges, and for all Taxes, surcharges, and fees SECROM imposes on You and/or Your End Users. Customers with a past due balance on previous or multiple accounts will be charged the full balance upon opening a new Account or at any time as SECROM deems appropriate. SECROM also reserves the right to charge termination and transfer fees consistent with the terms and conditions of this TOS.

Charges and Plan Credits. SECROM may offer one or more Service Plans, as well as supplementary free or paid features, products, and services. In many cases SECROM allows its customers to change a Service Plan after it was purchased. However, SECROM may charge You a fee for any such change when "downgrading" an existing Service Plan to a Service Plan with lower fees, such as “downgrading” from an unlimited Service Plan to a metered Service Plan. In addition, certain Service Plans may entitle You to receive discounts on equipment used with SECROM Services or other discounts, rebates, or promotional items. If You received any equipment, discounts, rebates, or promotional items associated with Your Service Plan and subsequently change that Service Plan to one that does not offer those discounts, rebates, or promotional items without completing its Term, You agree to reimburse SECROM, and hereby authorize SECROM to charge Your Payment Method on file, or invoice You, as applicable, for any such equipment, discounts, rebates, and promotional items.

Service Availability. You acknowledge and agree that the products and services, including without limitation SECROM Services, may not be available one hundred percent (100%) of the time. SECROM or its suppliers may experience technical or other complications that may lead to unavailability or degraded performance of certain services, including some or all SECROM Services, and any associated products and services (“Unplanned Downtime”). SECROM and its suppliers may also perform scheduled or unscheduled maintenance of equipment and systems, as well as conduct training of personnel that may lead to interruptions of service, including SECROM Services (“Maintenance”). SECROM will attempt, when possible, to notify You and Your End Users of any Maintenance ahead of time. However, it is Your responsibility to check appropriate documentation and resources, such as SECROM’s website, for any Maintenance schedules or Maintenance activity, and plan, prepare, and act accordingly. In case of an Unplanned Downtime of SECROM Services that lasts longer than fifteen (15) minutes in any calendar month, SECROM, at its sole discretion and on a case-by-case basis, may provide You a one-time discount that under no circumstances shall exceed five percent (5%) of Your prorated payment for that calendar month. Such discount may be applied only one time, regardless of the number of Unplanned Downtime events and their total length of time. Such discount shall be Your sole remedy for any SECROM Service interruption, deterioration, or other issues with respect to Unplanned Downtime of SECROM Services or any other services provided to You by or through SECROM.

SECROM EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY UNPLANNED DOWNTIME, MAINTENANCE, OR ANY OTHER DETERIORATION OR OUTAGE OF ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO SECROM SERVICES. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SECROM, ITS PARTNERS, AGENTS, SERVICE PROVIDERS, LICENSORS, RESELLERS, AND SUPPLIERS FROM ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION THIRD PARTY CLAIMS, LOSSES, DAMAGES, FINES, AND PENALTIES ARISING OUT OF ANY UNPLANNED DOWNTIME, MAINTENANCE, OR ANY OTHER DEGRADATION OR OUTAGE OF ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO SECROM SERVICES. SECROM EXPRESSLY DISCLAIMS ALL LIABILITY AND ALL WARRANTIES WITH RESPECT TO ANY UNPLANNED DOWNTIME, MAINTENANCE, OR ANY OTHER OUTAGE OR DETERIORATION OF ANY PRODUCT OR SERVICE WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL LIABILITY AND ALL WARRANTIES WITH RESPECT TO ANY ADVERSE CONSEQUENCES ARISING FROM SUCH, AND SECROM’S ABILITY TO RESTORE OR REPAIR ANY PRODUCTS OR SERVICES.

Service Plan Credits. As part of Your Service Plan or other transactions with SECROM, SECROM may provide credits, such as Domestic Minute Credit, International Minute Credit, Toll-Free Minute Credit, Billing Credit, Account Credit, and other types of credits (“Credits”). Such credits, in no event have any monetary value or be exchangeable or exchanged for cash.

Certain Service Plans may include a number of monthly (or any other period) Usage call minutes (also referred to as “minutes”), such as: Domestic Minute Credit (“Domestic Minutes”), International Minute Credit (“International Minutes”), and Toll-Free Minute Credit (“Toll-Free Minutes”). The said Credits can only be applied to specific Digital Lines that they were issued for, and within an Account they were issued for, and only within the specified validity term (other conditions and limitations may apply). Certain Service Plans may allow You to purchase such additional “minutes” if You exceed the number of such “minutes” provided in Your Service Plan. In addition, international calling may be charged at a different rate than domestic calling or have additional limitations, thus, a “minute” of one “minute” type under no circumstances will entitle You to a “minute” of another “minute” type, and they are not interchangeable or convertible.

SECROM may issue You another type of Credits—Account Credits that normally applies to all Service Plan services, unless SECROM indicates otherwise, except the services where the “minutes” apply, such as Usage of Digital Line call minutes. Account Credits may not be sold, transferred, assigned, or applied to any Account or customer, except the Account they were issued for.

The Credit terms, in addition to this TOS, may be outlined in the appropriate Service Plan documentation, or could be established by SECROM’s authorized sales or support representatives. In case of discrepancies between the Service Plan documentation and information provided by an authorized SECROM representative, the information provided by the representative, unless SECROM later determines otherwise, shall prevail. SECROM may provide You with certain bonus Credits and/or other promotional incentives upon fulfillment of the applicable promotion requirements. If Credit time term is not specified in the documentation, except the Billing Credit, Credit can only be applied within thirty-one (31) days of issuance, or before the end of the current then billing cycle of the Service Plan, whichever is least, or as determined by SECROM. All Credits shall be applied, used, and expire according to this TOS and the terms of their purchase or issuance, including additional restrictions that such terms may include. SECROM reserves the right to amend such terms on issued and new Credits at any time and without notice.

Metered Service Plan. SECROM may offer a metered Service Plan that may include or has an option for You to buy a Digital Line(s). Such Service Plan may include an allotment of “minutes” for a Digital Line and it may include other billing items. When You exhaust the “minutes” allotted or when Your billing cycle is due, SECROM will bill Your Account for products and services as specified in your Service Plan, including for any “minutes” allotment(s) or the “minutes” You have already consumed. Any specified overages will be debited at their applicable rate(s). A Service Plan may require You to prepay some or all SECROM Services, or You may be able to consume SECROM Services first and SECROM will bill Your Account within a specified period or at specified date (post pay), or as indicated in Your Service Plan. A metered Service Plan may have no “minutes” allotment, where all Usage will be debited at the applicable rate(s), as specified herein and/or in Your Service Plan. In limited instances, some SECROM Services that You consume under a metered Service Plan may not be counted against Your Service Plan “minutes” allotment and You will not be billed for (e.g., calls made via a local phone number to leave or check voicemail, etc.). Please check documentation for details. For international calling, international rates apply at all times. You may also be required under Your metered Service Plan to provide a deposit to SECROM that will be used at the end of Your Service Plan to pay for consumed SECROM Services. Otherwise, the deposit or any remaining part of thereof will be returned to You within sixty (60) days if, at SECROM’s sole discretion, SECROM determines that no disputes, debts, or charges are remaining with or related to Your Account.

Unlimited Service Plan. SECROM may offer an unlimited Service Plan that may include or has an option for You to buy a Digital Line(s). Such Service Plan may include an unlimited allotment of “minutes” for a Digital Line and it may include other billing items. Any unlimited allotment is subject to SECROM’s reasonable and acceptable use policy and available service capacity and resources. If SECROM, at its sole discretion determines that Your Usage of the unlimited Service Plan violates this TOS, or adversely affects SECROM, or SECROM Services, or other customers, or Your or Your End Users’ Usage violates SECROM’s reasonable and acceptable use policy, as SECROM determines and amendes from time to time, than SECROM may, in its sole discretion with or without notice to You, either terminate Your unlimited Service Plan, or immediately convert Your unlimited Service Plan to a metered Service Plan, as set forth above, or decrease availability and/or performance of Your SECROM Services. For the avoidance of doubt, no unlimited International Minutes are offered under the unlimited Service Plan. All international calls are metered and international rates apply at all times, including the calls from/to outside the continental United States. In addition, SECROM may require that You provide a deposit to SECROM that will be used at the end of Your Service Plan Term to pay for SECROM Services consumed. Otherwise, such deposit or any remaining part of thereof will be returned to You within sixty (60) days if, at SECROM’s sole discretion, SECROM determines that no disputes, debts, or charges are remaining with or related to Your Account.

Discounts. SECROM may offer promotions, discounts, rebates, and other promotional incentives (“Discounts”). You may provide, where applicable, a Discount code to SECROM only at the time of purchasing Your Service Plan. You are not entitled to a subsequent credit for any Discounts if You do not request the Discount credit at the time of purchasing a Service Plan, unless SECROM expressly states otherwise in writing. Discounts may not be used cumulatively or retroactively, unless SECROM expressly states otherwise in writing.

 

BILLING AND PAYMENT

Service Plan Fees. The initial order sets forth, where applicable, one-time fees and the base recurring fees for the Service Plan, the allotment of “minutes” for a Digital Line, the billing period (billing cycle), and other allotments and billable items. Any applicable provisioning charges are billed in full in advance, unless SECROM expressly states otherwise in writing; and any support service charges, subscriptions, Usage, and other recurring charges are billed as per the Service Plan billing cycle. SECROM may bill you in arrears for certain SECROM Services and/or other products and service (e.g., “minutes” under the metered Service Plan, equipment return fees, etc.). Upon termination of Your Account for any reason or, if applicable, a Digital Line, all unused “minutes,” if any, shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any unused “minutes” or any other Credits, except Billing Credits.

Taxes and Fees. All fees for services advertised or otherwise listed on the SECROM website or in other promotional material are exclusive of any Taxes, unless SECROM expressly states otherwise in writing. You agree to pay all Taxes and similar liabilities that may now or hereafter be levied on the products and services that You and/or Your End Users buy from or through SECROM. Should SECROM pay or be required to pay any such liabilities, including any Taxes that were due but not charged or previously collected, You agree that SECROM may charge Your Payment Method on file or invoice You, as applicable, for such payments upon issuing to You an invoice, showing of indebtedness to SECROM.

Billing for Mid-Term Transactions. In the event that any purchase or transaction results in an incurred additional charge, and it occurs subsequent to the beginning of a Service Plan’s then-current billing cycle, SECROM may require that You honor such charge immediately—thus, SECROM may bill Your Account at that time. SECROM may also choose to pro-rate any charge for the remainder of the Service Plan Term and bill You conterminously with each subsequent cycle. You agree that SECROM may charge Your Payment Method on file or invoice You, as applicable, for such payment(s) upon issuing You an invoice, showing of indebtedness to SECROM.

Late Fees. You acknowledge and agree that any fees or charges not paid when due shall incur interest at a rate of the lesser of: eighteen percent (18%) per annum, or the highest rate allowed by Law. In addition, a late payment fee of thirty-five US Dollars ($35.00), or one percent (1%) of the total amount overdue, or the highest rate allowed by Law, whichever is more (“Late Fee”) shall be due at each subsequent billing cycle while the overdue amount exists. SECROM’s acceptance of late or partial payment, regardless of how it is marked or designated (including without limitation as “Paid in Full,” “Accord and Satisfaction,” or similarly), shall not waive, limit, or prejudice in any way SECROM’s rights to collect any amount due. SECROM may terminate SECROM Services and this TOS for non-payment if any fees or charges are not paid or otherwise settled by You to the satisfaction of SECROM, in its sole discretion, within thirty-one (31) days of the due date, or in some cases immediately, as determined by SECROM. SECROM reserves the right to cancel, halt, or downgrade any of its products and services provided to You and Your End Users at any time in case of Your non-payment to SECROM. You agree that SECROM may charge Your Payment Method on file or invoice You, as applicable, for all Late Fees, collection expenses incurred by SECROM, and all other costs, interests, and fees related to Your non-payment or delay of payment upon issuing You an invoice, showing of indebtedness to SECROM.

Form of Payment. All fees and charges can be paid to SECROM by check, credit or debit card, or a direct debit of Your bank account (“Payment Method”). You agree to be liable for all processing fees, including but not limited to foreign exchange fees and currency conversion costs, as SECROM incurred, or the maximum amount allowed by Law. For any charge attempt of Your Payment Method that was not honored by Your financial institution, SECROM will charge You a fifty US Dollars ($50.00) processing fee, or the highest amount allowed by Law. You agree that SECROM may charge Your Payment Method on file or invoice You, as applicable, for such payment(s) upon issuing You an invoice, showing of indebtedness to SECROM.

When You register an Account or subscribe to a Service Plan, SECROM may require You to provide a Payment Method(s) and authorize SECROM, or its designated agent(s), to collect from the Payment Method You have provided. Any authorization to charge Your Payment Method will remain valid for at least ninety (90) days after You withdraw the authorization, or immediately upon provision of a replacement valid Payment Method. Upon termination of this TOS, SECROM will charge You any outstanding amounts and disconnect Your services. You agree to advise and notify SECROM and/or its designated agent(s) of any changes to Your Payment Method(s), such as a new credit card number, expiration date, etc. If the Payment Method registered with Your Account is declined or fails for any reason, SECROM will use reasonable efforts to contact You and advise You of the failed Payment Method verification or failed billing attempts. Notwithstanding the foregoing, SECROM reserves the right to disconnect Your SECROM Services and terminate Your Account if Your payment method is declined or fails for any reason, or if You withdraw authorization to charge a valid Payment Method and do not provide an alternative valid Payment Method. SECROM reserves the right to continue to attempt charging Your Payment Method for any outstanding charges and pursue any other legal remedies available to SECROM.

Disputed Amounts. You will waive the right to dispute any billed amount if You do not dispute such amount within thirty-one (31) days of the date of its billing. In the event that You timely dispute a billed amount and SECROM confirms that You were over-billed, SECROM shall credit the applicable Account in the amount of the over-billing (“Billing Credits”). Billing Credits shall be SECROM’s sole and exclusive obligation and Your sole and exclusive remedy with respect to any erroneous billing. Notwithstanding the foregoing, if You request that Your financial institution performs a chargeback or decline to process a payment without first contacting SECROM to dispute the charge, and SECROM subsequently determines that the charge(s) at issue are not erroneous, SECROM reserves the right to terminate Your Account and any services immediately and take any available legal action. You are solely liable for all transactions and Usage related to Your Account, whether by You, any End User, or any other user in connection with Your SECROM Services, and in no event shall SECROM, its partners, agents, service providers, licensors, resellers, and suppliers be liable for any unauthorized use whatsoever of Your Account.

 

CUSTOMER COMMUNICATIONS, CONTENT, AND ACCOUNT DATA

Passive Conduit Role. The Parties acknowledge and agree that: (i) SECROM’s role with respect to Customer Communications and the content thereof shall be that of a passive conduit; and (ii) any storage of Customer Communications and/or Account Data by SECROM shall be performed merely as a convenience to You and as a compliment to and incidental to SECROM’s core data transmission function, unless such data storage is a part of or a feature of Your Service Plan.

Disclaimer of Data Storage Responsibilities. You acknowledge and agree that: (i) SECROM shall have no obligation to store, retain, transmit, back-up, or ensure the availability of any stored Customer Communications and/or Account Data, unless such data storage is a part of or a feature of Your Service Plan; (ii) to the extent that You wish to retain any Account Data and/or Customer Communications, or other information related to Your SECROM Services, Your Account, or other SECROM’s products and service, You shall ensure that, where available, such information is downloaded, saved, and/or backed-up outside of Your SECROM Services or Account; (iii) You shall not rely on Your SECROM Services or Account as a repository for or means by which to retain, store, or back-up Your Customer Communications and/or Account Data or any other data, unless such data storage is a part of or a feature of Your Service Plan; (iv) SECROM may delete or purge any and all copies and versions of any stored Customer Communications and/or Account Data or other data at any time, without notice, including without limitation after You delete any such information from an Account or after termination of this TOS or closure of Your Account; and (v) SECROM may, in its sole discretion and without a notice to You or Your End Users, implement reasonable limits as to the size, availability, reliability, security, and duration of storage of any Customer Communications and/or Account Data, and any other data, whether such services are part of or a feature of Your Service Plan or not.

Access to Account Data. You and Your End Users may be able to access, where available, some Account Data and stored Customer Communications only via the relevant Customer Portal or as SECROM otherwise specifies. You acknowledge and agree that SECROM will not provide You, Your End Users, or any third parties designated by You any access to Account Data or stored Customer Communications, except as otherwise set forth herein or as required by Law.

Information Gathering and Production. You acknowledge and agree that under no circumstances this TOS obligates SECROM to perform the following: (i) investigate, access, correct, alter, gather, compile, review, verify, or produce any Account Data, Customer Communications, or any other records, documents, and evidence related to You, Your End Users, Your SECROM Services, and any other products and services provided by or through SECROM, unless SECROM expressly states otherwise in writing; (ii) provision of legal or other counsel or consulting; or (iii) provide assistance with installation, tuning, administration, maintenance, repair, deployment, integration, cessation, or configuration of any system, device, or network that is outside of the SECROM’s authority or control, or that is not covered in Your Service Plan or another agreement between You and SECROM. For the avoidance of doubt, except as provided herein or required by Law, SECROM is not obligated to: (i) determine, prove, or disprove any fact or claim; (ii) pursue or defend against any claim, allegation, action, lawsuit, demand, or proceeding; (iii) substantiate any party’s compliance with any Law or Legal Process; (iv) respond to or comply with any request or demand; (v) identify any party; or (vi) conduct any surveillance.

Export of Account Data. You acknowledge and agree that any Account Data, stored Customer Communications, or other information or materials that You, where available, may export, will not be under SECROM’s control and will not be subject to SECROM’s technical and other controls. You, Your End Users and any entity or individual accessing Your Account, Your Account Data, or Your Customer Communications must comply with all applicable Laws and regulations.

Release. You hereby release, discharge, and hold harmless SECROM, its agents, partners, service providers, licensors, resellers, and suppliers from and against any and all liability relating to or arising from its acts or omissions in accordance with this Section entitled “Customer Communications, Content, and Account Data.”

 

SECROM AND HIPAA

No PHI. You acknowledge and agree that SECROM Services are not intended or recommended for use as a repository or means by which to store or transmit “protected health information,” as defined under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and similar legislation in other jurisdictions, and the regulations promulgated pursuant thereto (such laws and regulations, “HIPAA”; such information, “PHI”) on a non-temporary basis, and You represent and warrant that You will not use SECROM Services and any ancillary product or service that is a part thereof for such purpose without SECROM’s prior express written permission. 

SECROM SPECIFICALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT YOUR SECROM SERVICE, SERVICE PLAN, THE ACCOUNT(S), OR THE PRODUCTS AND SERVICES (OR THE USE OF ANY OF THE FOREGOING BY ANY PARTY) COMPLIES OR WILL COMPLY WITH HIPAA OR ANY OTHER REGULATION OR STANDARD, OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA OR ANY OTHER REGULATION, UNLESS SECROM EXPRESSLY STATES OTHERWISE IN WRITING.

HIPAA Enablement. SECROM may provide certain controls relevant to HIPAA requirements (“HIPAA Controls”) for its United States-based customers. And so, You further acknowledge and agree that:

i.Activation of the HIPAA Controls may result in automatic and permanent deletion from the applicable Account(s) of Customer Communications and other data that is stored in those Account(s) and that is thirty (30) or more days old;

ii.If any Customer Communications or other data that must be deleted is thirty (30) or more days old and currently stored in the applicable Account(s), it may be permanently deleted from such Account(s), and such deletion may occur as soon as immediately after activation of the HIPAA Controls, and thus, you authorize SECROM to permanently and irrevocably delete now and continue deleting in the future at any time any such data from your Account(s) and all parts and components of Your and Your End Users’ SECROM Services, including any relevant systems and End Points, as well as anywhere within the information technology infrastructure under SECROM’s control;

iii.The deletion functions described above may permanently delete Customer Communications such that they are not retained by SECROM in any form (including on any back up or disaster recovery system);

iv.The HIPAA Controls may disable SMS messaging and other functionality in applicable Account(s) and on Digital Lines.

YOU HEREBY RELEASE, DISCHARGE, AND HOLD HARMLESS SECROM, ITS PARTNERS, AGENTS, SERVICE PROVIDERS, LICENSORS, RESELLERS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL LIABILITY RELATING TO OR ARISING FROM ITS ACTS, ERRORS, AND OMISSIONS IN ACCORDANCE WITH THIS SECTION ENTITLED “SECROM AND HIPAA.”

 

DIGITAL LINE NUMBER POLICIES

Digital Line Number Availability. SECROM may make available certain Digital Lines for Your and/or Your End User selection and assignment. You acknowledge and agree that SECROM’s listing of a Digital Line number (may be referred to as “number”) may be erroneous and does not constitute a representation or guarantee that such “number” is actually available for such assignment. Therefore, You and Your End Users authorize SECROM and agree that SECROM can remove any “number” from any Account(s) in the event that it is not actually available, or if SECROM in its sole discretion determines that such action is necessary.

YOU HEREBY RELEASE, DISCHARGE, AND HOLD HARMLESS SECROM, ITS PARTNERS, AGENTS, SERVICE PROVIDERS, LICENSORS, RESELLERS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL LIABILITY RELATING TO OR ARISING FROM ITS ACTS, ERRORS, AND OMISSIONS IN ACCORDANCE WITH THIS SECTION ENTITLED “DIGITAL LINE NUMBER POLICIES.”

Porting Law. Number porting is defined and regulated by the Federal Communications Commission (“FCC”). You should visit https://www.fcc.gov/consumers/guides/porting-keeping-your-phone-number-when-you-change-providers to learn more about number porting.

Number Port-In Request Procedures. In order to request the porting of a Digital Line number into an Account, the Account Administrator into which You wish the Digital Line number to be ported must provide all information that SECROM requires as part of the number port-in request process, which may include without limitation an executed Letter of Agency.

Porting Process. In order to request a port-out of a Digital Line number to another service provider that is currently assigned to Your Account, You must follow the instructions of that service provider. You acknowledge and agree that (i) porting of a Digital Line number into or out of Your Account requires You to provide certain information to SECROM and/or SECROM’s designated agent and/or a service provider; and (ii) You must complete certain procedural steps that involve, among other things, providing SECROM with sufficient proof that You have a right to request such porting. Therefore, completion of any Digital Line number porting request, and the time required for such request to be completed, depends on factors outside of SECROM’s control.

THUS, SECROM SPECIFICALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT ANY DIGITAL LINE NUMBER CAN BE PORTED-IN OR PORTED-OUT TO/FROM YOUR ACCOUNT, AND THAT SECROM WILL BE ABLE TO MAINTAIN AN ASSIGNMENT OF A DIGITAL LINE NUMBER TO YOUR ACCOUNT, AND THAT SECROM, ITS SERVICE PROVIDERS, AND/OR AGENTS WILL BE ABLE TO PORT ANY OR ALL DIGITAL LINE NUMBERS UPON YOUR OR YOUR END USERS’ REQUEST, OR REQUEST OF ANY THIRD PARTY.

Unauthorized Port-Outs. You acknowledge and agree that Digital Line numbers may be ported out from Your Account due to acts, errors, and omissions of SECROM and/or third parties, and it may be difficult or impossible for SECROM to: (i) prevent such port-outs; (ii) retrieve Digital Line numbers ported-out of Your Account; or (iii) port such Digital Line numbers back into Your Account. SECROM has no responsibility or liability due to such erroneous port-outs. You hereby release, discharge, and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from and against any and all liability relating to or arising from unauthorized or erroneous porting-in or porting-out, and inability of SECROM to port-in or port-out any Digital Line number.

Accurate Porting Information. You agree, represent and warrant that all information and representations that You and/or Your End Users provide in connection with any request to port-in or port-out Digital Line numbers, including without limitation any information and representations made in any Letter of Agency, or by any party acting on Your and/or Your End Users’ behalf, or with Your direction, request, or permission will be true, accurate, and complete.

Customer Compliance with Porting Laws. You acknowledge and agree that porting Digital Line numbers is subject to telecommunications and other Laws, and may be subject to third party terms and conditions. You agree, represent, and warrant that neither You or any of Your End Users, or any party acting on Your behalf, or with Your direction, request, or permission will at any time: (i) violate any applicable Law or engage in any fraudulent or deceptive conduct; (ii) engage in or facilitate fraudulent porting of any Digital Line number; or (iii) change or attempt to change anyone’s communications service provider without first obtaining a proper requisite consent and authorization; or (iv) violate contractual or other obligations existing with other service providers or other third parties.

Release of Digital Lines. You acknowledge and agree that in the event of Your Account termination or cancellation, all Digital Line numbers associated with Your Account that have not been previously ported to another service provider, will be released. Likewise, a cancellation of a Digital Line may result in its release if such Digital Line number has not previously been ported to another service provider. You acknowledge and agree that it is Your responsibility to work with third party service providers if You wish to port-out any Digital Line number prior to termination or cancellation of a Digital Line or Your Account.

Customer’s Digital Line Number Publication. Neither You or any End User shall publicize, list, or communicate any Digital Line number that You or Your End User believe to be assigned to Your Account unless and until You have verified that such Digital Line number is active and functioning as desired. You shall place a test call to and from such Digital Line using both SECROM Service and non-SECROM service to verify that the Digital Line works as expected and that fees and charges incurred are acceptable to You.

YOU HEREBY RELEASE, DISCHARGE, AND HOLD HARMLESS SECROM, ITS PARTNERS, AGENTS, SERVICE PROVIDERS, LICENSORS, RESELLERS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL LIABILITY RELATING TO OR ARISING FROM SECROM’S INABILITY TO PROVIDE YOU A DIGITAL LINE NUMBER, OR SECROM’S INABILITY TO MAINTAIN AN ASSIGNMENT OF A DIGITAL LINE NUMBER TO YOUR ACCOUNT.

 

ACCOUNT DISPUTES

The Account owner shall be the legal entity that signs up for the Account with SECROM. If no legal entity is provided or permitted in the sign-up process, the Account owner shall be the individual that registers the Account. This individual shall also be the owner of the Payment Method used to open the Account. Subsequent changes to the ownership must be supported by appropriate legal documentation.

Account Disputes. You agree that in no event shall SECROM be obligated to, or shall You request that SECROM participates in, or act as the arbiter, adjudicator, or intermediary with respect to any claim or dispute relating to the ownership or control of, or rights related to any Service Plan, any Account, any Digital Line, any Account Data, any Customer Communications, or anything else related to Your SECROM Services or other products and services provided by or through SECROM (“Account Ownership Disputes”). In the event of any Account Ownership Dispute, SECROM reservices the right to take any course of action that it deems to be appropriate, including without limitation declining to take any action.

Access to Account Data and Customer Communications. As permitted or required by the Law, SECROM may access, monitor, use, transmit, and disclose Your Account Data, Customer Communications, and/or personal information to: (i) comply with the Law or respond to a lawful request or legal process; (ii) protect the rights or property of SECROM, its agents, members, customers, and others; (iii) enforce agreements, policies, and this TOS; (iv) vet and verify any information You provide, including background check of You, Your End Users, and Your organization, in order to assure compliance with policies and the Law; (v) respond to emergencies; (vi) initiate, render, bill, and collect a payment for products and services; or (vii) facilitate or verify the appropriate calculation of Taxes, fees, or other obligations.

YOU AGREE TO RELEASE, DISCHARGE, AND HOLD HARMLESS SECROM, ITS PARTNERS, AGENTS, SERVICE PROVIDERS, LICENSORS, RESELLERS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL LIABILITY RELATED TO OR ARISING FROM SECROM’S ACTS, ERRORS, AND OMISSIONS RELATED TO ANY ACCOUNT OWNERSHIP DISPUTE OR IN SEEKING TO COMPLY WITH ANY LAW OR ANY LEGAL PROCESS.

 

SERVICE REQUIREMENTS AND LIMITATIONS

Caller ID Display Limitations and Compliance. You acknowledge and agree that the disclosure and/or display of information related to the origination of calls, messages, and other communications (including without limitation “Caller ID” information) may be subject to legal requirements, including those related to the accurate display of such information or the enforcement of certain privacy instructions, settings, and the like. You agree to comply with all such applicable Laws and regulations, including without limitation the Truth in Caller ID Act. SECROM has no obligation to disclose, display, or transmit any such information for or in connection with any Customer Communications. You agree to indemnify and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from any and all Your, Your End Users’, and/or any third party claims, losses, damages, fines, and penalties arising out of Your or Your End Users’ breach of this “Caller ID Display Limitations and Compliance” Section.

Voice-to-Text Feature. You acknowledge and agree that: (i) any and all Voice-to-Text Features of SECROM Services are provided merely as a convenience and may not accurately transcribe voice content, articulate text messages, or perform such functionality for all voice content or text messages or for the entirety of voice content or text messages; (ii) neither You or any End User may rely on any SECROM Services Voice-to-Text Feature, if available, to perform accurate transcription or articulation; and (iii) You and Your End Users shall be responsible for reviewing and/or listening to the original content of any Customer Communications or other media as necessary or appropriate, in order to prevent You, Your End Users, or any other party from incurring any cost, expense, liability, loss, damage, or harm.

SECROM Advanced Security. SECROM may provide additional security features as part of its SECROM Services or other products or services that may include encryption of some Customer Communications, and/or other security-related functionality (“SECROM Security”). You acknowledge and agree that: (i) any and all SECROM Security features are provided merely as a convenience and may not be sufficiently reliable, function as intended or described, be compliant, comply, or enable You to comply with standards or regulations, be free of errors and/or vulnerabilities, whether known to SECROM or not, or be suitable for Your intended use or application; (ii) no computer system can provide complete security under all conditions and configurations—therefore, it is Your responsibility to configure and deploy SECROM Services and any other products and services provided to You by or through SECROM, in a secure and reliable manner per the best practices generally accepted information technology industry, and as recommended by SECROM, and maintain such configuration at all times, including, but not limited to administrative and technical security controls, in addition to physical security of all End Points at all times, security of applicable SECROM Services, and Your security-related procedures and processes; (iii) neither You or any of Your End Users, or any other user of SECROM Services (or other SECROM products or services) may rely on any SECROM Security as being non-circumventable or unbreakable at all times and circumstances; and (iv) You acknowledge and agree that any of Your and Your End Users’ use of SECROM Security is done at Your own/their risk, and SECROM is not liable for any unavailability, interruption, malfunction, breach, error, omission, or underperformance of the SECROM Security whatsoever, and any cost, expense, liability, loss, damage, or harm incurred by You or any other party as a result of Your use or not use of SECROM Security. You agree to indemnify and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from any and all Your and/or any third party claims, losses, damages, fines, or penalties arising out of this “SECROM Advanced Security” Section and/or Your use or not use of SECROM Security.

Network Sufficiency. You acknowledge and agree that: (i) SECROM Services require a properly-configured, high performance, enterprise-grade broadband IP network and connection; (ii) use of SECROM Services with any lesser capable network service may result in partial or complete unavailability, interruption, or underperformance of SECROM Services; and (iii) 4G and lower grade networks are not recommended for use with SECROM Services. Accordingly, You agree to provide and maintain at Your cost, an IP network service that meets or exceeds the foregoing standards, and all equipment that is necessary for SECROM Services to utilize such network. SECROM, its partners, agents, service providers, licensors, resellers, and suppliers are not responsible and not liable for any unavailability, interruption, or underperformance of SECROM Services and any other products or services that utilize Your IP network, as a result of unavailability or underperformance of Your IP network or equipment.

Use of Third Party Devices. SECROM does not guarantee or make any representation or warranty that any IP Desk Phones, software, firmware, hardware, or any other information technology products or services will work or be compatible with SECROM Services or will support its full performance, quality of service, or functionality.

Use of Network. SECROM Services, IP Desk Phones, Softphones, and other products and services provided by or through SECROM may be able to transmit information over a network and/or be configured to utilize network services, including, mobile data services, and where applicable, make and receive telephone calls and/or transmit information using Your paid data services. Since SECROM does not provide or enable access to the Internet, this may result in increased data usage costs and charges from the Internet service provider You are using. SECROM is not responsible for any such fees, charges, and costs, and all other charges that you may incur as a result of using or not using SECROM’s products and services.

 

SUPPORT AND FEEDBACK

Support Channels. SECROM may provide support services to You and/or Your End Users only via the support channels designated by SECROM. Such support channels may be specified in Your Service Plan, Your Account, or accompanying documentation. In case if support channels are not specified, SECROM support shall be limited to electronic help desk, and the scope of support shall be limited to questions related to products and services of Your Service Plan and billing questions only (“Standard Support”).

Standard Support. Standard Support shall not include, and SECROM is not obligated to perform any of the following, unless SECROM expressly states otherwise in writing: (i) on-site support; (ii) implementation of any software or hardware; (iii) configuration, administration, maintenance, or cessation of any device, software, firmware, hardware, and any information technology service or product; (iv) dedicated representative support; and (v) any support on issues that SECROM at its sole discretion determines to be outside of Your Service Plan or scope of SECROM Services, or for which SECROM at such time does not provide support services. SECROM may charge You and/or Your End Users a fee for support services as may be specified in Your Service Plan or other documentation, as well as any additional costs beyond ordinary support costs that SECROM incurs as a result of providing You or Your End Users the support services (e.g., shipping, handling, translation, long distance, etc.). You agree that SECROM may charge Your Payment Method on file or invoice You, as applicable, such support fee(s) upon issuing You an invoice, showing of indebtedness to SECROM.

Support Limitations and Other Support Levels. SECROM may, in its sole discretion and without a notice, impose reasonable limits to the support services provided to You and/or Your End Users, or the amount of support services provided per Account or End User (a maximum number of open issues (tickets), phone calls per a time period, etc.). SECROM may limit the support to Account Administrators only and not offer the support to End Users, or limit the support to only certain groups of Administrators and/or End Users. SECROM may provide other levels of support services on different terms and pricing than the forgoing. All support services are provided on reasonable best effort basis, provided to You by SECROM merely as a convenience; and support services, their scope, and performance are subject to availability in your country or region. All support services are provided in English language only and within SECROM’s normal business hours (Eastern Standard Time (EST)), unless SECROM expressly states otherwise in writing. SECROM is not responsible for any fees, charges, and costs, and all other charges that you may incur from third parties as a result of SECROM providing support services to You, Your End Users, or anyone else. You agree to indemnify and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from any and all Your and/or any third party claims, losses, damages, fines, or penalties arising out of this “Support Limitations and Other Support Levels” Section, and/or Your use or not use of SECROM support services.

Support Access. Any Administrator and, where applicable, End User contacting SECROM support may be required to provide certain identification and authentication information (e.g., answer a security question on file or provide a government-issued ID, etc.) to receive support. SECROM may limit the level of support that it will provide or the scope of information that will be disclosed to any inquiring End User based on the scope of his or her Account rights and permissions, or other agreements between SECROM and customer, defining the SECROM support and/or supported products and services.

Surveys. From time to time, SECROM may send surveys, comment cards, customer satisfaction forms, or other requests to provide feedback to You and Your End Users. You hereby grant SECROM, its agents, partners, licensors, licensees, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty free license to use all feedback, answers, ideas, comments, or other information that came from You, Your End Users, and all other entities and individuals that have accessed SECROM Services or other resources in connection with You, Your End Users, or Your Account.

 

PRODUCT AND SERVICE CHANGES

Change Acceptance. You acknowledge and agree that SECROM can make changes to SECROM Services, Service Plans, and any other product and service that SECROM provides now or may provide in the future (a "Change"), without a prior notice to You. Such changes may or may not materially diminish the functionality of any such products and services. In the event of such change, in SECROM's reasonable discretion and judgment, if such change permanently and materially diminishes or impairs the functionality of any SECROM’s product or service that You use and pay for, and such Change is unacceptable to You, and SECROM does not provide a reasonable, in SECROM’s sole opinion, alternative, You may request termination of such product or service without a penalty within thirty (30) days of the Change. SECROM will then review Your request as promptly as possible and will, at its sole discretion, either approve or deny such request. You agree that any such decision made by SECROM is final. Any use of a SECROM’s product or service after thirty (30) days of the Change will be deemed Your acceptance of the Change. SECROM is not responsible for any fees, charges, and costs, and all other charges that you may incur from third parties as a result of SECROM making a Change. You agree to indemnify and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from any and all Your and/or any third party claims, losses, damages, fines, or penalties arising out of this “Change Acceptance” Section and/or SECROM making a Change to Your SECROM Services, Service Plan(s), and any other product or service that SECROM may be providing to You.

 

ADDITIONAL TERMS OF SECROM SERVICES

SECROM Services may include one or more Voice over the Internet Protocol-based ("VoIP") Digital Lines. Such VoIP services may be referred to as a "VoIP Service", for which the following additional terms shall apply:

Operator Assisted Calling. SECROM does not support 0+ or operator assisted calling, including, without limitation, collect calls, third party billing calls, 900, or calling card calls. Your Service Plan does not provide 211, 311, 411, 511, and/or other N11 calling features, except as otherwise provided in these TOS, or if SECROM expressly states otherwise in writing.

Additional Licenses. SECROM Services may also be governed by additional terms of certain other licenses, including any applicable open source licenses. SECROM Services and other products and services may also be licensed by SECROM under certain patents. Please refer to the SECROM’s website and documentation for details.

Emergency Service Limitations. SECROM may be able to provide access to certain emergency services in some countries, such as 911 service in the United States and Canada. If such service is available, it may differ depending on Your location or the device You are using, and it works differently than You may have experienced using traditional wireline or wireless telephones. Access to emergency services in foreign countries, where available, is subject to the limitations set forth in this TOS. 

IT IS STRONGLY RECOMMENDED THAT YOU HAVE AN ALTERNATIVE MEANS FOR PLACING EMERGENCY CALLS BE AVAILABLE TO YOU AND YOUR END USERS AT ALL TIMES.

Disclaimer of Liability for Emergency Services. You represent and warrant that You have made available and will maintain at all times traditional landline and/or mobile network telephone services that will enable all users of Your SECROM Services to call 911/112/999 and/or any other applicable emergency services number. You represent and warrant that You, Your End Users, and all other users will not use SECROM Services or any other product or service provided by SECROM in environments requiring fail-safe performance or in which the failure of SECROM Services could lead to death, personal injury, or physical or environmental damage.

Accordingly, You agree that SECROM, its partners, agents, service providers, licensors, resellers, and suppliers shall not be responsible or liable for, and You agree to fully, finally, and forever release, discharge, indemnify, and hold harmless SECROM, its partners, agents, service providers, licensors, resellers, and suppliers from and against any claim based on, resulting from, or relating to any acts or omissions related to the handling of, or not handling of, or response, or lack of response, to any emergency call or other communications in connection with  SECROM Service or any other product or service provided by or through SECROM.

Publicity Rights. You agree that SECROM may identify You and/or Your End Users as a user of SECROM Services in its business deals, press releases, marketing materials, electronic, printed, and broadcast advertising, newsletters, mailings, tradeshows, other promotional materials, on SECROM's website, or any other third-party website where SECROM or its designated agents may promote SECROM and/or its products or services. You hereby grant SECROM, its partners, and agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with right to sublicense) to use, reproduce, publish, and display Your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

Copyright Infringement. Pursuant to the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) (the “DMCA”) upon good faith belief that copyrighted content transmitted or stored via SECROM Services is infringed, the copyright owner or its agent may send SECROM a notice requesting removal of the infringing content or blocking access to it. Also, the DMCA allows a party against whom a notice of copyright infringement has been filed to submit a counter-notice. Notices and counter-notices must meet the then-current statutory requirements implemented by the DMCA. Notices and counter-notices may be sent to SECROM’s legal department at legal@SECROM.com.

The notice must include: (i) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work; (ii) a description of the copyrighted work that is claimed to have been infringed upon; (iii) information reasonably sufficient to permit SECROM to locate the copyrighted work; (iv) address, telephone number, and e-mail address of the owner of the copyrighted work; (v) a statement by the owner of the copyrighted work or its agent asserting good-faith belief that the use in question is not authorized by the copyright owner, its agent, or the Law; and (vi) a statement by the owner of the copyrighted work or its agent, made under penalty of perjury, that the foregoing information in the notice is accurate and affirming ownership of the copyright or authorized to act on the copyright owner’s behalf.

Any notice or counter-notice must be truthful and must be submitted under penalty of perjury. Upon receipt of the notice, SECROM may make a good faith attempt to transmit the notice to the party who has transmitted or received the allegedly infringing copyrighted work, and to transmit any counter-notification to the complaining party. SECROM may, at its sole discretion, suspend, terminate, or disconnect ’s access to and use of SECROM Services, Account, and any other services if it is deemed that such party has engaged in more than one instance of copyright infringement.

Indemnification. To the maximum extent permitted by Law, You shall indemnify and hold harmless, individually and collectively, SECROM, its affiliates, agents, resellers, suppliers, licensors, and other providers who furnish goods and services to You in connection with SECROM Services and/or other products and services provided to You by, through, or in connection with SECROM, and their officers, directors, managers, employees, and shareholders (the "Indemnified Parties") from and against any and all liability whatsoever, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys' fees and dispute resolution expenses) arising from or related to: (i) Your, or Your End User, or any third party acting with Your permission, knowledge, authority or direction, use of or reliance upon any product or service provided to You by or in connection with SECROM; (ii) a breach of this TOS by You, or any End User, or any user in connection with Your Account or SECROM Services; (iii) any negligent act, omission, failure to act, or willful misconduct by You, Your End Users, or any third party acting with Your permission, knowledge, authority or direction; (iv) the inability to use SECROM Services or any other products or services provided by, through, or in connection with SECROM, or failure or outage of any such product or service for any reason, or any error or omission, including but not limited to those related to emergency services; (v) the use of products and services provided by, through, or in connection with SECROM in violation of any applicable Law, code, regulation, or ordnance; or (vi) the misappropriation, breach, violation, or infringement of any right, title, or interest of any third party, including but not limited to, contractual rights, Intellectual Property rights, rights of privacy, and rights of publicity and personality.

 

TERMINATION

Metered Service Plan Termination. Metered Service Plan customers may cancel or terminate the Service Plan with or without cause at the end of any billing cycle, subject to the restrictions and fees provided in this TOS, and any additional agreements governing the such products and services.

Unlimited Service Plan Termination. Unlimited Service Plan customers are purchasing this Service Plan for the full length of the applicable Initial Term as indicated in the Service Plan documentation. If no Initial Term is provided in the documentation, the unlimited Service Plan Initial Term shall be twelve (12) month from the time of purchase, and any Renewal Term shall equal the Initial Term. If you are not satisfied with Your unlimited Service Plan, you have thirty-one (31) days from the date of purchase to request a prorated refund. After thirty-one (31) days, if You terminate the unlimited Service Plan prior to the end of its Initial Term or subsequent Renewal Term(s), subject to applicable Law, You are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, Taxes, and fees, including any applicable disconnection fees. In addition, You will not be entitled to a refund for any unused portion of prepaid charges, if any, and deposits.

Generally. You understand and agree that SECROM may at any time, and without notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all features of SECROM Services and other products and services provided by or through SECROM if:

i.SECROM determines or reasonably suspects that You have materially breached this TOS;

ii.SECROM determines that You have created or caused to be created multiple free trials, where available, with intent to deceive or defraud SECROM or any other party;

iii.SECROM determines that You have used or intended to use a fraudulent Payment Method;

iv.SECROM determines that You have insulted, abused, or harassed any of its employees, contractors, agents, or other representatives;

v.You did not or will not comply with any applicable Law or regulation, or SECROM is made aware of allegations of the same.

vi.SECROM is ordered by law enforcement or other government agencies to suspend or terminate any services provided to You or any of Your End Users;

vii.You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against SECROM or its employees, contractors, agents, or other representatives, or participate in any class action lawsuit against SECROM or its employees, contractors, agents, or other representatives;

viii.You file a petition in bankruptcy or if a petition in bankruptcy is filed against You and such petition is not dismissed within thirty (30) days after the effective filing date thereof, or a trustee or receiver is appointed over any of Your relevant property;

ix.SECROM determines that such action is necessary: to protect, maintain, or improve any products or services; to prevent fraud or misrepresentation; to protect SECROM, its customers, or other third parties affiliated with SECROM; or for any other good cause;

x.You violate the Law; or as otherwise contemplated by this TOS;

Upon any termination or suspension of SECROM Services, SECROM may immediately deactivate or delete Your Account and all related data in Your Account or in connection with any of Your SECROM Services or other products or services, and/or restrict any further access to such data or systems. SECROM shall not be liable to You, or any End User, or any third party for any reason for terminating or suspending Your use or access to any of the products and services provided by, through, or in connection with SECROM.

If You or SECROM terminate or suspend Your right to use any products or services provided by or through SECROM, You shall not be entitled to any refund, including any deposits, if applicable, or proration of any pre-paid amounts, Credits, or any other amounts paid to SECROM prior to the termination or suspension date, unless SECROM determines and expressly states otherwise in writing.

 

WARRANTY DISCLAIMER

TO THE EXTENT PERMITTED BY LAW, SECROM SERVICES AND OTHER PRODUCTS AND SERVICES PROVIDED BY OR THROUGH SECROM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SECROM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. SPECIFICALLY AND WITHOUT LIMITING THE FOREGOING IN ANY WAY, SECROM SPECIFICALLY DISCLAIMS ANY WARRANTY: (i) THAT ANY PRODUCT WILL MEET ANY PARTICULAR REQUIREMENTS; (ii) THAT ANY PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS IN ANY PRODUCT WILL BE CORRECTED; OR (iii) RELATING TO THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF YOUR SECROM SERVICES, ANY ACCOUNT, OR ANY PRODUCT OR SERVICE PROVIDED BY SECROM, OR ANY CUSTOMER COMMUNICATIONS, DATA, OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE FOREGOING. THE PARTIES AGREE, AND IT IS THEIR INTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESS REQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. TO THE EXTENT THAT SECROM CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT SECROM CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

 

LIMITATION OF LIABILITY

Consequential Damages.

IN NO EVENT SHALL SECROM BE LIABLE TO YOU OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT, COVER, OR SUBSTITUTION GOODS OR SERVICES; LOSS OF USE, DATA, EQUIPMENT, PRODUCTS, BUSINESS OPPORTUNITIES, OR PROFITS; INTERRUPTION OF BUSINESS; TRANSACTIONS ENTERED INTO OR NOT ENTERED INTO; OR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, REPUTATIONAL, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SECROM HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF, OR COULD HAVE FORESEEN SUCH COSTS, LOSSES, OR DAMAGES.

Direct Damages Cap.

EXCEPT AS SET FORTH BELOW, SECROM’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE SERVICE PLAN FEES PAYABLE HEREUNDER DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE OF THE EVENT(S) GIVING RISE TO THE LIABILITY. THE LIMITATION OF LIABILITY SET FORTH IN THIS SUB-SECTION DOES NOT APPLY TO: (i) YOUR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (ii) YOUR LIABILITY ARISING FROM YOUR ACTUAL OR ALLEGED BREACH OF SECROM’S 911 POLICY, ACCEPTABLE USE POLICY, DIGITAL LINE NUMBER POLICIES, OR CUSTOMER SECURITY POLICY OF THIS TOS.

Scope and Exceptions.

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION ENTITLED (LIMITATION OF LIABILITY) SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL NOT DISCLAIM, LIMIT, OR CAP CUSTOMER’S OBLIGATION TO PAY ANY FEES OR CHARGES OR OTHER AMOUNTS OWED TO SECROM OR ANY DAMAGES TO WHICH SECROM IS ENTITLED UNDER APPLICABLE LAW FOR INFRINGEMENT OF IP OR OTHER RIGHTS; REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES, AND SHALL SURVIVE TERMINATION OR EXPIRATION OF THE SERVICE PLAN AND APPLY IN ANY AND ALL CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION IN THE EVENT OF ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY PROVIDED HEREIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

 

GENERAL TERMS

Relationship of the Parties. The Parties’ relationship under this TOS is that of independent contractors. Nothing in this TOS shall constitute or create any employment, partnership, association, joint venture, agency, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any way.

Notices. Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, at SECROM’s option, three (3) days following the date deposited in the regular United States Mail, postage prepaid, and addressed to Your current address on the Account. You are responsible for notifying SECROM of any changes in Your contact information or address through Your Account settings page or by contacting SECROM. Written notice to SECROM shall be effective when received by SECROM’s legal department at the following email legal@secrom.com or when received at SECROM’s then-current address as posted on the SECROM's website. Your notice must specify at minimum Your full name, Account information, and address for reply. All notices from You to SECROM must be made in writing.

Force Majeure. Excluding either Party’s payment obligations under the Agreement, neither Party shall be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of God; national emergency; riot; war; terrorism; governmental act or direction; Laws; breach, delay, act, or omission of any supplier, carrier, contractor, subcontractor, or business partner; failure, outage, or unavailability of third party network(s) or system(s); fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; criminal acts of third parties, earthquake; storm; hurricane; flood, fire, or other natural disaster; or strike or labor disturbance (each a “Force Majeure”). In the event that a Force Majeure prevents a Party’s performance for more than forty-five (45) consecutive days, either Party may terminate the particular agreement(s) impacted.

Third Party Beneficiaries. Nothing in this TOS, express or implied, is intended to or shall confer upon any person or entity other than the Parties themselves any right, benefit, claim, or remedy as a third party beneficiary or by any other nature whatsoever under or by reason of this TOS.

Choice of Law. This TOS and Your use of SECROM Services or any other products and service provided by SECROM shall be governed by and construed under the laws of the State of Virginia and the United States without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this TOS or Your use of SECROM Service.

Dispute Resolution and Optional Arbitration. In the event of any dispute, claim, question, or disagreement between You and SECROM ("Dispute"), You and SECROM shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, You and an authorized representative of SECROM shall consult and negotiate with each other in good faith and, recognizing of mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. Neither You nor SECROM shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

Notwithstanding the adjudication requirement above, for any Disputes involving ten thousand dollars ($10,000) or less, either party may choose to resolve such Dispute through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution provider mutually agreed upon by the parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision shall be final and legally binding.

In the event of any litigation (including arbitration) between You and SECROM, the non-prevailing party shall reimburse the prevailing party for all reasonable and documented attorneys' fees, costs, and expenses relating to the Dispute. Some jurisdictions may place limits on governing law, venue, and/or dispute resolution provisions, so certain of the foregoing requirements in this section may not apply to You.

Venue. You agree that any Disputes shall be adjudicated in the state and federal courts of the State of Virginia, U.S.A. Venue for any Disputes shall be the court of proper jurisdiction in the County of Fairfax, Virginia. You agree to submit to the exclusive jurisdiction of such courts with respect to any Disputes and agree not to bring any Disputes in any other court or adjudicative body. You hereby consent to venue and personal jurisdiction in such courts with respect to such Disputes and irrevocably waive any right that You may have to assert that such forum is not convenient or that any such court lacks jurisdiction.

Equitable Relief. You agree that any breach of SECROM’s IP Rights will cause SECROM irreparable harm for which monetary damages will be inadequate and SECROM may, in addition to other remedies available by Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement.

Class Action Waiver. Any actions and lawsuits shall be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or in any other proceeding in which any party acts or proposes to act in a representative capacity.

No Waiver. In no event shall any failure or delay by SECROM to: (i) assert or exercise any right; (ii) demand fulfillment or performance of any obligation; or (iii) avail itself of any remedy under this TOS, in whole or in part, be deemed a waiver of any right or remedy under this TOS on such occasion or any other occasion. Except as otherwise expressly stated in this TOS or an agreement document duly executed by both SECROM and You, all rights and remedies stated in this TOS are cumulative and in addition to any other rights and remedies available under this TOS, any agreement document, at Law, or in equity.

Interpretation. This TOS, including the documents incorporated herein, constitutes the entire agreement between You and SECROM with respect to SECROM Services and supersedes all prior or contemporaneous understandings regarding such subject matter. If any part of this TOS is held invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect. The failure of SECROM to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or any other provision. The section titles in this TOS are for convenience only and have no legal or contractual effect. This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (i) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

Assignment. Either party may assign this TOS and any of its rights and obligations hereunder with the other party’s prior written consent (which such consent shall not be unreasonably withheld), except that SECROM may, without notice, assign the TOS and all of SECROM’s rights and obligations hereunder to: (i) an affiliate; or (ii) SECROM’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets, or the transfer or disposition of more than fifty percent (50%) of a SECROM’s voting control or assets. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this TOS shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.

Severability. If any provision or portion of the Agreement is determined to be invalid, unlawful, illegal, void, or unenforceable, in whole or in part, then (i) that provision or portion shall be construed in such a manner as to render the provision or portion enforceable and, to the extent possible, to reflect the Parties' original intent, and (ii) the remaining provisions and portions of the Agreement shall remain in full force and effect.

Survival. The following provisions of this TOS will survive termination or expiration of this TOS for the maximum term allowed by Law: (i) Your payment obligations; (ii) terms relating to intellectual property ownership, customer representations, confidentiality, storage of user information, publicity rights, non-disparagement, indemnification, warranty disclaimers, limitations of liability, dispute resolution and arbitration, and choice of law; and (iii) all provisions that are intended by their nature to survive termination of this agreement.

Future Changes. SECROM may change the terms of this TOS from time to time upon an electronic notice on the SECROM’s website, or Your Account, or on Your billing statement, or as otherwise required by Law. You agree to carefully read and review each such notice regarding any change of this TOS. Subject to applicable Law, the modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of this TOS and become binding on You on the later of the date they are posted on the SECROM's website (secrom.com), or as otherwise indicated in the notice to You. You agree that You are solely responsible for: (i) making sure that Your registered email address is current and functional: (ii) checking Your registered email regularly; (iii) checking the SECROM's website and Your Account page regularly; and (iv) making sure that SECROM communications are not blocked or rendered undeliverable by You, Your computer, any software installed on Your computer, Your Internet service provider, or for any other reason. Continued use of SECROM Services will constitute Your acceptance of the modified terms. If the terms of this TOS are amended and You do not wish to accept the modified terms, You may terminate this TOS as provided for in the “Termination” Section.

Acknowledgment. By clicking the “I Accept” button, You represent, warrant, agree and acknowledge that You have received, read, understand and agree to the terms and conditions of this TOS and is duly authorized to execute this document.

 

 

Secure Communication Solutions

Customers must be qualified to use SECROM. Certain products and services are only available to U.S. Persons, as defined in the International Traffic in Arms Regulations. Qualifications are subject to change without notice. Other limitations apply. All product names, logos, and brands are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, logos, and brands does not imply endorsement.

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