Fonolo Terms of Use

By using or accessing the service, you ("Subscriber") acknowledge and agree to be bound by the provisions of this agreement for the use of the Fonolo services ("Services") provided by FonCloud, Inc. (operating as and referred to herein as "Fonolo"). You agree to be bound by the following terms and conditions.

GRANT OF RIGHTS TO USE SERVICES

Fonolo may allow Subscriber to perform various communications functions (collectively, the "Services") using the Internet and/or the public phone system. Unless explicitly stated otherwise, any new features provided by Fonolo that augment or enhance the current Services shall also constitute "Services" and shall be subject to these terms and conditions.

Fonolo hereby grants to Subscriber a personal, nonexclusive, nontransferable, revocable license to access and use the Services, for Subscriber's non-commercial use, effective upon acceptance of this Agreement.

Subscriber shall have no right to sell, resell, reproduce, duplicate, copy, distribute, create derivative works or exploit for commercial purposes, any portion of the Services, access to the Services, or use of the Services nor make any claim that it does have such right.

FONOLO'S PROPRIETARY RIGHTS

As between the parties, Fonolo shall retain all right, title and interest to the Services including all copyrights, trademarks, patents and all other intellectual property rights thereto, including without limitation with respect to all technology and telephone numbers used in connection with or provided as part of the Services.

Subscriber may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever.

Subscriber may not allow any third party to access the Services for any purpose whatsoever.

Subscriber may not grant any sublicense, lease or other right in the Services to any third party. The copyright notices and other proprietary legends shall not be removed from the Services and no right to use any trademark is granted under this Agreement.

All rights not expressly granted under this Agreement are retained by Fonolo.

SUBSCRIBER REGISTRATION

Subscriber agrees to provide true, accurate, current and complete data to Fonolo upon signing up for the Services and at subsequent times as requested by Fonolo.

If Subscriber provides data that is, or that Fonolo suspects to be, false, inaccurate, not current or incomplete, Fonolo has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof.

Subscriber registration data will not be provided to third parties, unless required by law, or in the event Subscriber grants Fonolo the right to provide that information. Our complete Privacy Policy is available here. This policy, which Fonolo may update from time to time, is incorporated herein by this reference.

Subscriber shall maintain and promptly update the registration data as applicable. Upon completion of all registration information and acceptance of this Agreement, Subscriber will receive a password, user ID, and when applicable, a PIN number.

Subscriber is solely responsible for the maintaining the confidentiality of Subscriber's password and PIN, and will be responsible for all transactions and activities that occur as a result of Subscriber's disclosure of such password and/or PIN, whether or not such transactions and/or activities were authorized by Subscriber.

Subscriber shall not give account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on Subscriber's account and shall immediately notify Fonolo if any unauthorized use of Subscriber's account has occurred or of any other breach of security.

Subscriber agrees that the Fonolo Services are for personal use and agrees to enter forwarding telephone numbers that are controlled by or under the common control of that Subscriber. If Fonolo finds forwarding telephone information that Fonolo suspects to be, false, inaccurate, not current or otherwise not under the control of Subscriber, Fonolo has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof.

TERMINATION

The Fonolo Services are for personal, non-commercial usage. To maintain or improve the Services, to prevent fraud, or for any other reason determined by Fonolo, its sole discretion, Fonolo may restrict, suspend, terminate or modify Subscriber's service with or without notice.

Fonolo reserves the right to immediately disconnect or modify a Subscriber's Service if Fonolo determines, in its sole discretion, that Subscriber's use of the Service is, or at any time was, inconsistent with normal personal, non-commercial usage patterns.

Any free services provided by of Fonolo that involve creating a unique account are personal to the Subscriber and a Subscriber is only allowed one free Fonolo account. If Fonolo determines, in its sole discretion, that multiple free accounts have been created by a single Subscriber, Fonolo reserves the right to immediately disconnect or modify any or all of Subscriber's accounts.

Upon any termination in accordance with the foregoing, Fonolo may immediately deactivate or delete Subscriber's account and all related information and files in Subscriber's account and/or bar any further access to such files, information, or the Services.

Fonolo shall not be liable to Subscriber or any third party for any reason for terminating this Agreement or access to Services or for modifying this Agreement and/or the Services.

WARRANTY DISCLAIMER

THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND FONOLO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF CANADA OR ANY PROVINCE THEREOF.

FONOLO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY SUBSCRIBER.

FONOLO MAKES NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. FONOLO IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.

FONOLO DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. SUBSCRIBER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT SUBSCRIBER'S SOLE RISK AND DISCRETION AND FONOLO WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER OR SUBSCRIBER'S PROPERTY.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM FONOLO, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO SUBSCRIBER.

LIMITATION OF LIABILITY

FONOLO'S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE LICENSE FEE PAID BY SUBSCRIBER FOR THE SERVICES, IF ANY.

IN NO EVENT SHALL FONOLO BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY.

THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

INDEMNIFICATION

Subscriber shall indemnify and hold harmless Fonolo, its directors, officers, employees and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from any negligent acts, omissions or willful misconduct by Subscriber, Subscriber's use of the Services and/or any breach of the terms and conditions of this Agreement by Subscriber.

INTERNATIONAL USE

Subscriber agrees to comply with all applicable foreign and domestic laws, rules and regulations regarding the transmission of technical data exported from or imported to Canada or the country in which Subscriber resides.

MODIFICATION TO SERVICES

During the term of this Agreement, Fonolo may modify or discontinue the Services at any time and with or without notice to Subscriber.

Without limiting the generality of the foregoing, Fonolo may, from time to time, with or without notice and at its sole discretion, establish or change various practices, limitations and restrictions for administering such Services, including without limitation: (a) how often all or a part of the Services or account may be accessed; (b) the duration of any access; (c) the maximum number of days that messages, postings, files, recordings or other user data (collectively: “User Data”) will be retained; (d) the maximum amount of User Data allowed; (e) the maximum size of individual pieces of User Data; and (f) any other matter related to the administration of the Services.

Subscriber agrees that Fonolo shall not be responsible or liable in any way for deactivation or deletion of accounts or for loss of User Data as a result of, or arising out of, administration of the Services, whether or not Subscriber is given prior notice thereof.

Fonolo may delete accounts that are inactive for an extended period of time as determined by Fonolo in its sole discretion.

Fonolo shall not be liable to the Subscriber or any third party for any reason for Fonolo modifying or terminating the Services, in whole or in part.

Subscriber is responsible for creating a back-up copy of any important or critical information that is stored on the Services. Fonolo shall not be responsible or liable in any way for any information or data loss in connection with the Services.

MODIFICATION TO AGREEMENT

Fonolo reserves the right to change the terms and conditions of this Agreement, by posting a revised version of this Agreement.

Use of the Services signifies Subscriber's agreement to all terms, conditions and notices contained or referenced herein. Continued use of any part of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, and all changes shall thereupon become binding upon the Subscriber.

If Subscriber does not agree to the changes, Subscriber shall immediately cease all use of the Services.

RULES AND REGULATIONS

Subscriber will abide by all rules, regulations, procedures and policies of Fonolo and any policies of the networks connected to the Services.

Subscriber shall be solely liable for any transmissions sent through the Service. Fonolo has no control over the content of any transmission nor will it be liable for such content.

Fonolo has the right to restrict termination to any telephone numbers in its sole discretion. These may include, but are not limited to certain geographic locations and special services numbers.

Subscriber shall not use the Services to create or distribute any images, sounds, messages or other materials, which are obscene, harassing, racist, malicious, fraudulent infringing or libelous.

Subscriber shall not use the Services for any activity that may be considered or are unethical, immoral, violative of any third party's rights, or illegal.

Subscriber agrees to abide by all applicable local, state, national, foreign and international laws and regulations and is solely responsible for all acts or omissions that occur under Subscriber's account or password, including the content of Subscriber's transmissions through the Service. By way of example, and not as a limitation, Subscriber agrees not to:

• Violate any Canadian or foreign law regarding the transmission of technical data or software exported through the Service;
• Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;
• Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
• Collect information about others, including email addresses, without their consent;
• Use the Service for creating duplicative or unsolicited messages (commercial or otherwise). This includes chain letters, junk email, voice mail and spamming.
• Create a false identity via forged email address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;
• Transmit any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
• Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;
• Interfere with another member's use and enjoyment of the Service or another entity's use and enjoyment of similar services.

RECORDING CONVERSATIONS

Fonolo provides a function that allows Subscribers to record individual telephone conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by country, state and province. Subscriber is responsible for applying the local laws in the relevant jurisdiction when using this feature.

COMMUNICATIONS WITH FONOLO

Subscriber may provide information (such as comments, answers, questions suggestions and ideas) to Fonolo. Fonolo shall be free to reproduce, use, disclose and distribute such information to others without restriction. Such information shall be deemed non-confidential and Fonolo assumes no obligation to protect such information from disclosure. The submission of such information to Fonolo shall in no way prevent the purchase, manufacture, or use of similar products, services, plans and ideas by Fonolo for any purpose whatever. Subscribers shall have no recourse against Fonolo for alleged infringement or misappropriation in connection with any information or materials submitted to Fonolo hereunder.

GENERAL

This Agreement, including any documents incorporated herein by reference, merges all prior written and oral communications and defines the entire agreement of the parties concerning the Services.

All notices under this Agreement shall be in writing and delivered by email or in writing.

This Agreement shall be construed in accordance with the laws of the Province of Ontario without regard to its conflict of law provisions. In the event of a dispute, each party will submit to the exclusive jurisdiction of the courts located in Ontario, and irrevocably waive any right that such party may have to assert that such forum is not convenient or that any such court lacks jurisdiction.

Subscriber agrees and acknowledges that any breach of the provisions regarding ownership contained in this Agreement shall cause Fonolo irreparable harm and Fonolo may obtain injunctive relief as well as seek all other remedies available to Fonolo in law and in equity.

Subscriber shall not transfer or assign this Agreement or Subscriber's rights under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.

The failure of Fonolo to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement.

The provisions of this Agreement relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this Agreement for any reason.

The U.N. Convention for the Sale of Goods shall not be applicable to this license of the Services to Subscriber.

In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect and such illegal, void or ineffective provisions shall be construed, as nearly as possible, to reflect the intentions of the parties.