Last Updated October 30, 2021
THIS IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND KALA GROUP LLC, OWNER OF THIS WEBSITE WWW.USTELEPHONY24.COM AND THE SERVICES PROVIDED BY REGISTRATION THROUGH THE WEBSITE. BY ACCESSING AND/OR USING THE SERVICES, CUSTOMER IS AGREEING, ON BEHALF OF AN INDIVIDUAL AND/OR A LEGAL ENTITY, TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT DOES NOT APPLY TO THIRD PARTY SERVICES SOLD BY KALA GROUP LLC OR IYS SUBSIDIARY COMPANIES OR AFFILIATES, WHICH SHALL BE SUBJECT TO THE TERMS OF THE THIRD PARTY PROVIDER.
- DEFINITIONS. As used in the Agreement, the following defined terms shall apply:
1.1. Affiliate means, with respect to a party, any entity which directly or indirectly causes the Services to be sold to the Customer.
1.2. Agreement means this Terms of Services Agreement and any other documents incorporated herein by
1.3. KALA GROUP LLC means the Service provider, KALA GROUP LLC entity specified at https://www.ustelephony24.com
1.4. KALA GROUP LLC Marks means any name, logo, or mark belonging to KALA GROUP LLC or its Affiliates.
1.5. Customer means the legal entity or individual that has ordered any Services from KALA GROUP LLC or it’s Affiliates.
1.6. Customer Account means an account for Customer that is required to access and utilize the applicable
1.7. Customer Content means any data uploaded to Customer’s Account for storage or data in Customer’s
computing environment to which KALA GROUP LLC is provided access in order to perform Services.
1.8. Device means a device authorized by you to be used by any individual(s) to access instances of a Service.
This applies under the Device licensing model.
1.9 Fees means all KALA GROUP LLC fees applicable to the Services.
1.10. Logs means records of Services, including, but not limited to, data and information on performance, stability,
usage, security, support, and technical information about devices, systems, related software, services or
peripherals associated with Customer’s use of Services.
1.11. Open Source Software means third party software distributed by KALA GROUP LLC under an open source licensing model (e.g., the GNU General Public License, BSD or a license similar to those approved by the Open Source
1.12. Order means any initial or subsequent ordering document, auto-renewal (if applicable and you have not
provided notice of non-renewal), and/or online request for access to the Services submitted to KALA GROUP LLC, a KALA GROUP LLC authorized reseller, and/or through KALA GROUP LLC product websites.
1.13. PHI means personal health information covered by US HIPAA regulations. PHI may be uploaded as Customer
Content into any Service designated by KALA GROUP LLC as suitable for PHI.
1.14. Services means the generally available KALA GROUP LLC software-as-a-service offerings inclusive of any services
delivered through any unified, hosted KALA GROUP LLC service delivery platform, including any on-premises components
(e.g., client software, tools, on-premises software with hybrid licenses), and Updates, all as further described in
the Service Descriptions, as well as technical support services. KALA GROUP LLC may update the Services with Updates at any time in its sole discretion. Services are of an electronic nature delivered to you remotely via a technology
infrastructure and with minimal or no human intervention.
1.15. Service Descriptions means the overview and other terms applicable to the Services, as amended from time
to time, as found at https://www.ustelephony24.com
1.16. Taxes means all applicable transactional taxes on Services (including but not limited to withholding tax, sales
tax, services tax, value-added tax (VAT), goods and services tax (GST), and tariffs and/or duties) imposed by
any government entity or collecting agency based on the Services.
1.17. Updates means any corrections, bug fixes, features or functions added to or removed from the Services, but
shall not include any new Service(s) not generally included with the Services purchased. Updates shall not
substantially diminish or eliminate the core functionality of the Services subject to the exclusive remedy set
forth in Section 4.2.
1.18. Use Level means the purchased Service entitlement(s) under the license model(s) by which KALA GROUP LLC measures,
prices and offers the Services to Customer as set forth at https://www.ustelephony24.com
1.19. User means an individual that is authorized by Customer to access the Services through Customer’s
assignment of a single user ID. This applies under the User licensing model.
2.1. Right to Use Service for Business. Subject to these terms, KALA GROUP LLC, with the assistance of KALA GROUP LLC third-party service providers, will provide the Services set forth in any Order that KALA GROUP LLC has accepted for Customer’s use, in accordance with the Agreement and applicable Use Levels. Customer acknowledges that Services are not intended for use by consumers and are only for business and professional purposes as expressly granted in
this Agreement. KALA GROUP LLC hereby grants Customer a limited, personal, non-exclusive, non-transferable worldwide
license to use the Services up to the number of subscriptions purchased and in accordance with the license
model(s) purchased and identified at https://www.ustelephony24.com. Technical support for
the Services is provided as set forth in the applicable Service Description and at https://www.ustelephony24.com. Updates to the Services are managed by KALA GROUP LLC and included in the Fees. Customer shall use the then-current version of the Services, including any Updates, as made available by KALA GROUP LLC. To the extent that Customer’s Affiliates use the Services, Customer warrants that it has the authority to bind those Affiliates and will be liable to KALA GROUP LLC in the event any Affiliate fails to comply with this Agreement. KALA GROUP LLC may offer consulting services in support of Services or Customer may receive them as part of technical support services. With respect to KALA GROUP LLC consulting services, all intellectual property rights in all deliverables, pre-existing works and derivative works of such pre-existing works, as well as developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the consulting services are and shall remain the sole and absolute property of KALA GROUP LLC, subject to a worldwide, non-exclusive license to you for internal use.
2.2. Limitations on Use. Except to the extent permitted by applicable law, Customer agrees not to (i) modify,
distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or
attempt to decipher any code relating to the Services and/or KALA GROUP LLC technology; (ii) knowingly or negligently
access or use the Services in a manner that abuses or disrupts the KALA GROUP LLC networks, security systems, User
accounts, or Services of KALA GROUP LLC or any third party, or attempt to gain unauthorized access to any of the above
through unauthorized means; (iii) transmit through or post on the Services any material that is deemed
abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise unlawful; (iv) market, offer to sell,
and/or resell the Services (but the Services may be used by Customer in support of Customer’s proprietary
service offering(s)); (v) if the Customer is a KALA GROUP LLC competitor for the relevant Services, use the Services directly
or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law;
and (vi) upload any PHI to a Service not designated by KALA GROUP LLC as suitable for PHI.
2.3. Violations of Limitations on Use. If Customer becomes aware or receives notice from KALA GROUP LLC that any
Customer Content or any User’s access to or use of Customer Content violates Section 2.2, Customer must
take immediate action to remove the applicable part of the Customer Content or to suspend the User’s access
to the Services, as applicable. KALA GROUP LLC may ask Customer to remediate, and if Customer fails to comply with such
request, KALA GROUP LLC may suspend the Services pursuant to Section 9.8.
2.4. Proprietary Rights. Except for the limited use rights expressly granted herein, Customer has no right, title or
interest in or to the Services or KALA GROUP LLC Marks or any intellectual property rights related thereto.
2.5. Open Source Software. Notwithstanding anything set forth in this Agreement, your use of Open Source
Software shall in all ways be exclusively governed by the open source license(s) indicated as applicable to the
code at https://www.ustelephony24.com
- ORDERS, FEES AND PAYMENT. Customer may order Services using the KALA GROUP LLC then-current ordering
processes. Customer is responsible for all Fees and Taxes on Orders. Payment is due for a Service for
the term purchased, including any renewals, pursuant to the payment schedule of the applicable
license model. If you purchase an annual subscription for any Service, your purchase is for the full value of the entire year of the subscription. In the event you fail to pay and such default shall continue for a period of thirty (30) days, then any and all remaining amounts for the relevant subscription shall become immediately due and payable. If you purchase a subscription under a consumption-based license model, your purchase constitutes your agreement to be invoiced
for and pay for consumption at intervals and pricing as defined in the license model. If you purchase
an auto-renewing subscription (which includes consumption models), your purchase constitutes your
agreement to auto-renewals for same term as initially purchased, and to auto-renewals for your other
KALA GROUP LLC subscriptions, if any, for the same term as initially purchased for each of those. You maintain the
right to give e-mail notice of non-renewal to KALA GROUP LLC prior any auto-renewal. Each consumption model invoice shall constitute an auto-renewal notice under consumption models. Renewal options for subscriptions available in your ordering location are identified at https://www.ustelephony24.com. Ensure you confirm the renewal option for the subscription you purchase prior to purchase. Unless you complete a renewal through a KALA GROUP LLC, or a KALA GROUP LLC authorized reseller, you understand and agree that a subscription renewal will be through and due and payable to KALA GROUP LLC. Fees may increase and discounts may not apply to renewals. All Orders, including for renewals, are subject to acceptance by KALA GROUP LLC in its discretion. Payments to KALA GROUP LLC are due upon subscription to the Service and subsequently on the subscription renewal date. If you have selected a month-to-month subscription, your payment is due upon subscribing and upon each monthly renewal date. All purchases are final, with
no right to a refund, except as expressly provided under Sections 4.2, 6.1 and 7 of this Agreement. KALA GROUP LLC reserves the right, in its discretion, to suspend or terminate the Services or any portion thereof for non-payment of Fees. All Customer information provided by or on behalf of Customer for a subscription must be current, complete and accurate, and Customer is responsible for keeping such information updated.
- TERM AND TERMINATION.
4.1. Term. Services are subscribed to on a month to month basis. The terms of this Agreement shall apply for the period of all active and expired subscriptions.
including any renewals or Trial subscription.
4.2. Termination. Services are offered on a month to month basis with automatic renewal each month upon success payment. Failure to make payment when required will result in the termination of services and loss of any rented numbers and other paid Services. KALA GROUP LLC may terminate your Services for Cause if you breach any material obligation as to the specific Service, or violates any local, state, federal, or international law applicable to the Services
4.3. Effect of Termination. Upon termination under Section 4.2, Customer will immediately discontinue all access
and use of the specific Service. Neither party shall be liable for any damages resulting from termination,
including without limitation unavailability of Customer Content arising therefrom; provided, however,
termination shall not affect any claim arising prior to the effective termination date. KALA GROUP LLC shall have the right to invoice Customer and Customer agrees to pay for any use of the Service past the date of termination other
than Customer’s access to download Customer Content.
- CUSTOMER CONTENT AND CUSTOMER ACCOUNT.
5.1. Customer Content. Customer retains all rights to any and all of its Customer Content, subject to a
non-exclusive, worldwide, royalty-free, license to KALA GROUP LLC as necessary to provide the Services hereunder. Each
party shall apply reasonable technical, organizational and administrative security measures, as appropriate
relative to the Services, to keep Customer Content protected in accordance with industry standards, including
those identified in Section 9.7 for KALA GROUP LLC. Service interaction with Customer Content varies depending on the
nature of the Service. If KALA GROUP LLC reasonably believes a problem with the Services may be attributable to
Customer Content or use of the Services, Customer shall cooperate with KALA GROUP LLC to identify the source of and to
resolve the problem. Customer shall comply with all intellectual property laws and obligations related to the
Customer Content, as well as all legal duties applicable to Customer by virtue of using the Services, including
providing all required information and notices and obtaining all required consents. This Agreement states
KALA GROUP LLC’ exclusive obligations with respect to care of Customer Content. KALA GROUP LLC has no obligation to maintain Customer Content following expiration or termination of the Agreement or the affected Services. For Services
that provide for download of Customer Content, Customer shall have thirty (30) days to download Customer
Content after expiration or termination and must contact KALA GROUP LLC technical support for download access and
5.2. Customer Account. Customer is solely responsible for (i) the configuration of Customer’s Account; (ii) the
operation, performance and security of Customer’s equipment, networks and other computing resources used
to connect to the Services; (iii) ensuring all Users and Devices exit or log off from the Services at the end of
each session in accordance with Customer’s session policy; (iv) maintaining the confidentiality of Customer’s
Account, User id’s, conference codes, passwords and/or personal identification numbers used in conjunction
with the Services, including not sharing login information among Users; and (v) all uses of the Services that
occur using Customer’s password or Account. Customer will notify KALA GROUP LLC immediately of any unauthorized use
of its Account or any other breach of security. Ownership of Customer’s Account is directly linked to the
individual or entity that completes the registration process for the Account. Customer acknowledges that KALA GROUP LLC will rely on the information provided for issues arising with the Customer Account.
5.3. Customer Account Access/Instructions. The Customer Account owner, and any authorized User or Device,
will have access to information in the Customer Account. KALA GROUP LLC will not provide access to any other User or
Device at any time. Customer agrees that KALA GROUP LLC may rely on instructions given by the Customer Account owner either through the Account dashboard or via email from the address on file for the Customer Account owner.
Customer agrees not to request access to or information about an account that is not owned by the Customer.
In the event of a dispute regarding Customer Account data, KALA GROUP LLC will only release information to another party other than the Customer Account owner pursuant to a court order or other notarized waiver and release as
determined by KALA GROUP LLC.
- WARRANTIES AND WARRANTY DISCLAIMER.
6.1. KALA GROUP LLC WARRANTS THAT THE SERVICES WILL MATERIALLY CONFORM TO THE SERVICE
DESCRIPTIONS. KALA GROUP LLC’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS
WARRANTY WILL BE, AT KALA GROUP LLC’S SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE
CONFORMING SERVICES OR TO TERMINATE THE NON-CONFORMING SERVICES, AND PROVIDE A
PRORATED REFUND OF ANY UNUSED PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE,
AND RELIEF FROM ANY SUBSEQUENT ANNUAL PAYMENTS DUE, WITH RESPECT TO SUCH SERVICE.
6.2. THE FOREGOING LIMITED WARRANTY DOES NOT COVER PROBLEMS ARISING BY ACCIDENT,
ABUSE OR USE IN A MANNER INCONSISTENT WITH THIS AGREEMENT OR RESULTING FROM
EVENTS BEYOND KALA GROUP LLC’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION,
UNAVAILABILITY OF OR OPERATION IN COMBINATION WITH A THIRD PARTY NETWORK OR SYSTEM,
HARDWARE, SOFTWARE, SERVICE OR DATA. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
KALA GROUP LLC AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER
REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY
COURSE OF DEALING OR USAGE OF TRADE, AND ANY CONDITIONS OF QUALITY, AVAILABILITY,
RELIABILITY, SECURITY, OR LACK OF VIRUSES, BUGS OR ERRORS. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE
ABOVE EXCLUSIONS MAY NOT APPLY IF CUSTOMER IS LOCATED IN SUCH A JURISDICTION.
- INDEMNIFICATION BY KALA GROUP LLC. KALA GROUP LLC shall indemnify Customer against any third party
Infringement Claim provided that: (i) Customer promptly notifies KALA GROUP LLC in writing of an Infringement Claim such that KALA GROUP LLC is not prejudiced by any delay of such notification; (ii) KALA GROUP LLC has sole control over the defense and any settlement of any Infringement Claim; and (iii) Customer provides reasonable assistance in the defense of same. For the purposes of these terms, “Infringement Claim” means any claim, suit or proceeding brought against Customer based on an allegation that the Services, excluding any Open Source Software included in any software components distributed to Customer or used in conjunction with the Services, as delivered by KALA GROUP LLC, infringes upon any patent or copyright or violates any trade secret rights of any third party. If Customer’s use of any of the Services is, or in KALA GROUP LLC’S opinion is likely to be, enjoined as a result of an Infringement Claim, KALA GROUP LLC shall, at its sole option and expense, either (i) procure for Customer the right to continue to use the Services as contemplated herein, or (ii) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality. If options (i) and (ii) are not reasonably available, KALA GROUP LLC may, in its sole discretion and upon written notice to Customer, cancel access to the Services and refund to Customer any prepaid, but unused, Fees on the Services. KALA GROUP LLC assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any
modification of the Services by Customer or at its direction; (iii) Customer’s combination of the Services with
third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright
infringement involving any marking or branding not applied by KALA GROUP LLC or involving any marking or branding
applied at Customer’s request. THE FOREGOING STATES KALA GROUP LLC’S SOLE LIABILITY AND CUSTOMER’S
EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM HEREUNDER.
- LIMITATION OF LIABILITY. EXCEPT FOR (a) A PARTY’S INDEMNIFICATION OBLIGATIONS, AND (b) A
BREACH BY CUSTOMER OF SECTION 2 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY
INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA; (ii)
LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; and (v) UNAVAILABILITY
(EXCLUDING CREDITS DUE FOR ANY SERVICE LEVEL AGREEMENT OBLIGATION) OR
NON-PERFORMANCE OF ANY OR ALL OF THE SERVICES, IN EACH CASE, HOWEVER CAUSED AND
BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT
ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR (a) A PARTY’S
INDEMNIFICATION OBLIGATIONS, AND (b) A BREACH BY CUSTOMER OF SECTION 2 AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY
AND THEIR RESPECTIVE AFFILIATES, LICENSORS AND SERVICE PROVIDERS ARISING OUT OF THIS
AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE
AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE ONE (1) MONTH IMMEDIATELY
PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER. THE SERVICE DESCRIPTIONS MAY CONTAIN ADDITIONAL LIMITATIONS OF LIABILITY RELATED TO INDIVIDUAL SERVICES.
- ADDITIONAL TERMS.
9.1. U.S. Government End-Users. If Customer is a U.S. Government agency, Customer hereby acknowledges
and agrees that the software being accessed through Services, as well as any software that is downloaded by
any User or Device in connection with the Service, constitutes “Commercial Computer Software” as defined in
Section 2.101 of the Federal Acquisition Regulation (“FAR”), 48 CFR 2.101. Therefore, in accordance with
Section 12.212 of the FAR (48 CFR 12.212), and Sections 227.7202-1 and 227.7202-3 of the Defense Federal
Acquisition Regulation Supplement (“DFARS”) (48 CFR 227.7202-1 and 227.7202-3), the use, duplication, and
disclosure of the software and related Documentation by the U.S. Government or any of its agencies is
governed by, and is subject to, all of the terms, conditions, restrictions, and limitations set forth in this
Agreement. If, for any reason, FAR 12.212 or DFARS 227.7202-1 or 227.7202-3 or these license terms are
deemed not applicable, Customer hereby acknowledges that the Government’s right to use, duplicate, or
disclose the software and related Documentation are “Restricted Rights” as defined in 48 CFR Section
52.227-14(a) (May 2014) or DFARS 252.227-7014(a)(15) (Feb 2014), as applicable. Manufacturer is KALA GROUP LLC, 2005 E Griffin Parkway STE 283, Mission, Texas 78572.
9.2. Services Trial. If a Service offering is identified as a trial (“Trial”), Customer may use the Service for a limited
period of time for internal demonstration, test, or evaluation purposes. KALA GROUP LLC PROVIDES TRIALS “AS IS”
AND WITHOUT WARRANTY. ANY CUSTOMER DATA UPLOADED IN A TRIAL WILL BE PERMANENTLY
LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE
COVERED BY THE TRIAL OR EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD. These
terms supersede any conflicting terms and conditions in this Agreement.
9.3. Beta Use. The Services do not include Beta.
CUSTOMER ACKNOWLEDGES THAT ANY BETA USE IS OFFERED “AS-IS” FOR INTERNAL DEMONSTRATION, TEST OR EVALUATION PURPOSES AND WITHOUT WARRANTY. SUCH SERVICES MAY CONTAIN BUGS, ERRORS AND OTHER DEFECTS. KALA GROUP LLC does not make any representations, promises or guarantees that such Services will be publicly announced or made generally available. KALA GROUP LLC has no obligation to provide technical support or continued availability, and such Services can be suspended or terminated at any time by KALA GROUP LLC in its sole discretion with or without notice to Customer.
9.4. Third Party Products, Services or Content. A Service may contain features or functions that enable
interoperation with third party products, services or content. KALA GROUP LLC may also provide access to third party
products, services or content directly within the Services. Third party products, services or content, and
customer content in third party services, are not part of the Services and are not warranted or supported by
KALA GROUP LLC. Your use of such third party products, services or content is subject to the terms of the third party
9.5. Copyright. KALA GROUP LLC reserves the right to delete or disable any allegedly infringing content, to require that
Customer terminate the accounts of Users who are repeat infringers, and to forward the information in the
copyright-infringement notice to the User who allegedly provided the infringing content.
9.6. Consent to Use Logs. KALA GROUP LLC and its service providers may collect and use Logs for purposes of facilitating the Services, including securing, managing, measuring and improving the Services. Logs may be used for
purposes not specified in this Section only in an aggregated, anonymized form.
9.7. Security and Privacy. When providing SaaS Services, technical support services or consulting services, KALA GROUP LLC will implement and maintain the administrative, physical and technical security controls as set forth
at https://www.ustelephony24.com. Customer agrees to provide any notices, obtain any consents or otherwise establish the legal basis necessary for KALA GROUP LLC to access and process personal and other data as specified in this Agreement. The Data Processing Addendum and the KALA GROUP LLC
Services Security Exhibit are incorporated herein by reference.
9.8. Suspension of Service. KALA GROUP LLC reserves the right to suspend Customer’s access to a Service if it determines,
in its sole discretion, that (i) payment for the Services is not received within 3 days from the date on which
payment is due; (ii) Customer’s or its Users’ use of the Services are in breach of this Agreement and not cured
as required by Section 4.2; (iii) Customer failed to timely address KALA GROUP LLC’s request to take action pursuant to
Section 2.3; (iv) Customer’s use of the Services poses a security or other risk to the Services or to other users
of the Services; or (v) suspension is required pursuant to a subpoena, court order or other legal process. KALA GROUP LLC
agrees to notify Customer of any such suspension. Customer will remain responsible for all fees incurred
before or during any suspension. KALA GROUP LLC reserves the right, in its discretion, to impose reasonable Fees to
restore archived data upon Customer request from delinquent accounts.
9.9. High-Risk Use. Customer acknowledges that the Services are not designed or intended for access and/or use
in or with high-risk activities or activities prohibited by law.
9.10. Voice and Data Charges; Customer Connectivity. Customer is responsible for all fees and charges
imposed by Customer’s telephone carriers, wireless providers, and other voice and/or data transmission
providers arising out of access to and use of the Services. If Customer’s broadband connection and/or
telephone service fails, or Customer experiences a power or other failure or interruption, the Services may also
cease to function for reasons outside of KALA GROUP LLC’S control.
9.11. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or
in part without KALA GROUP LLC’S prior written consent. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each party’s successors or permitted assigns.
9.12. Export Restriction and Compliance with Laws. Customer acknowledges that the Services are subject to
U.S., foreign, and international export controls and economic sanctions laws and regulations and agrees to
comply with all such applicable laws and regulations, including, but not limited to, the U.S. Export
Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s
Office of Foreign Assets Control (“OFAC”). Customer also specifically agrees not to, directly or indirectly, allow
access to or use of the Services in embargoed or sanctioned countries/regions, by sanctioned or denied
persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government. Both
parties also agree to comply with all other laws, rules and regulations applicable to that party under this
9.13. Audit. To the extent permitted by applicable law, you agree to allow KALA GROUP LLC to audit your compliance with this Agreement.
9.14. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by
certified or registered express mail to the address last designated on the account for Customer, and the KALA GROUP LLC
contracting entity as specified below, or such other address as either party may specify by notice to the other
party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier
or email, or upon confirmation of receipt. A copy of all legal notices from Customer to KALA GROUP LLC must also be sent to email@example.com. Non-legal notices under Section 3.0 may be provided by Customer to the KALA GROUP LLC email address specified on the applicable Renewal Notification and shall be deemed effective as of the date and time stamp on the Customer’s email. KALA GROUP LLC may provide Customer with non-legal notices through in-product messaging or dashboards or Customer’s email account used for subscription to Services, which shall likewise be deemed effective immediately.
9.15. Entire Agreement; Order of Precedence. The Agreement sets forth the entire agreement and understanding
of the parties relating to the Services and Customer Content and supersedes all prior and contemporaneous
oral and written agreements. For any conflict between these terms and any supplementary BAA terms related
to PHI, this Agreement shall control. For any conflict between these terms and the Service Descriptions related
to a specific Service, these terms shall control. Nothing contained in any Order or other document submitted
by Customer shall in any way add to or otherwise modify the Agreement or any KALA GROUP LLC license program terms
under which an Order is submitted. The terms of this Agreement and/or Service Descriptions or other
referenced documents may be updated by KALA GROUP LLC from time to time without notice (but will be identified by the last updated date) and may be reviewed anytime at https://www.ustelephony24.com. Customer’s
continued access to and use of the Services constitutes acceptance of the then-current terms.
9.16. General Terms. Captions and headings are used herein for convenience only, are not a part of this
Agreement, and shall not be used in interpreting or construing this Agreement. The provisions of Sections 1
(Definitions), 2.2 (Limitations on Use), 2.4 (Proprietary Rights), 2.5 (Open Source Software), 3 (Orders, Fees,
and Payments), 4.3 (Effect of Termination), 5 (Customer Content and Customer Accounts), 7 (Indemnification),
8 (Limitation of Liability), 9.14 (Notices), 9.16 (General), and 9.17 (Contracting Party, Choice of Law and
Location for Resolving Disputes) shall survive any termination of the Agreement. If any provision of this
Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such
provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint
venture, agency, fiduciary, or employment relationship between or among the parties. KALA GROUP LLC may subcontract
responsibilities under this Agreement, but remains responsible for its breach of this Agreement by the acts or
omissions of KALA GROUP LLC or its subcontractors. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. KALA GROUP LLC authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations,
commitments, or warranties binding on KALA GROUP LLC. No waiver or amendment of any term or condition of this
Agreement shall be valid or binding on any party unless agreed to in writing by such party. KALA GROUP LLC’S failure to
enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in
the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, by
use of the Services and/or executed by electronic signature and in one or more counterparts. Neither party will
be responsible or have any liability for any delay or failure to perform its non-monetary obligations hereunder
to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God,
earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure,
unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or
interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and
military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt
written notice (when possible) of the failure to perform due to Force Majeure and use its reasonable efforts to
limit the resulting delay in its performance.
9.17 Use of Inappropriate Language with Use of Services. Customer’s use of Abusive, Profane, Vulgar, or Discriminatory Language is strictly prohibited and cause for immediate termination of services. Non-exhausted examples of inappropriate language content that incites hatred against, promotes discrimination of, or disparages an individual or group on the basis of their race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity, or any other characteristic that is associated with systemic discrimination or marginalization. Content promoting hate groups or hate group paraphernalia; content that encourages others to believe that a person or group is inhuman, inferior, or worthy of being hated. Content that harasses, intimidates, or bullies an individual or group of individuals. Content that singles out someone for abuse or harassment; content that suggests a tragic event did not happen, or that victims or their families are actors, or complicit in a cover-up of the event. Content that threatens or advocates for physical or mental harm on oneself or others. Content advocating suicide or other self-harm; threatening someone with real-life harm or calling for the attack of another person; promoting, glorifying, or condoning violence against others; content made by or in support of terrorist groups, or drug trafficking organizations, or content that promotes terrorist acts, including recruitment, or that celebrates attacks by transnational drug trafficking or terrorist organizations. Content that seeks to exploit others. Content that promotes extortion, blackmail, soliciting or promoting dowries. Content that promotes harm to a minor. Content that is sexually explicit. The following is also prohibited: text, image, audio, or video of graphic acts intended to incite any of the prohibited activities listed herein.
9.18. Choice of Law and Location for Resolving Disputes. Governing law and jurisdiction to resolve any dispute under this agreement shall be the appropriate court in Hildago County, Texas. All court filings and proceedings shall be held in Hildago County, Texas regardless of location of the Customer or Customer Entity. The specified state governing law and
jurisdiction do not apply to U. S. Government Customers.