ACCEPTANCE OF TERMS
Welcome to innodial.
These Terms of Service constitute the agreement (“Agreement” or "Terms of Service") between innodial communications, Inc. (collectively, "we", "us", "our", or "innodial"), and you, an end user (“you”, "your", or “user”) of innodial's products and services (the "Service") as described herein.
By accessing, activating, using, or paying for the Service, you signify that you have read, understand and agree to be bound by these Terms of Service, and you represent that you are of legal age to enter this Agreement including those parts pertinent to the prices, charges, and conditions applicable to you in association with your enrollment, such as marketing materials and the innodial web site (the "Site").
innodial may maintain many different language versions of the Site, and in the event there is any inconsistency between the English version of innodial's Terms of Use or Privacy Policy on the Site and any other language version, the English version shall be binding.
SERVICE
Emergency/911 Calls
You expressly acknowledge that innodial does not support any emergency calls to any type of hospitals, law enforcement agencies, medical care units or any type of emergency services of any kind and innodial is not liable in any manner for such calls.
Registration
In consideration of your use of the Service, you agree to provide accurate, current and complete information about yourself when registering for or using the Service, and to maintain and promptly update such information that you provide to us.
innodial has the right to suspend, restrict or terminate your use of the Service and to refuse any future use of all or portions of the Service if we have reasons to believe that you have failed to comply with these requirements.
If you are under the age of eighteen, you are prohibited from using or registering for the Service. By using or registering for the Service, you warrant to innodial that you are above the age of eighteen.
User Account
When you sign up for the Service, a user account will be created for you. You will choose an email and a password ("login credentials") of your choice, which are required to access your account or to use the Service. You are responsible for protecting the confidentiality of your login credentials, and you are fully responsible for all activities that occur on your account.
Service Term
The Service is offered on a prepaid basis and purchase of calling credit is required prior to using the Service.
You may cancel the Service at any time by contacting innodial according to the procedure described on the innodial web site. If you cancel the Service, you will receive a refund for the remaining balance on your account.
Service Distinctions
The Service is not a telecommunications service, and the Service is provided on a best effort basis. There are important distinctions that exist between telecommunications service and the Service. In addition, different regulatory treatments are applied to the Service when compared to telecommunications services, which may affect your rights before regulatory agencies. Events beyond our control may affect the Service, such as power outages, fluctuations in the Internet, your underlying ISP or broadband service, or maintenance. We will act in good faith to minimize disruptions to your use of and access to the Service.
USE OF SERVICE
Residential Use
The Service is intended solely for normal residential use. You are expressly prohibited from using the Service for auto dialing, telemarketing (including without limitation charitable or political solicitation or polling), continuous or extensive call forwarding, activities involving continuous connectivity, all types of broadcasting including fax or voicemail broadcast, fax or voicemail blasting, or any other activity that results in excessive usage inconsistent with normal residential or home office usage patterns. If innodial determines, in its sole discretion, that you are reselling the Service, allowing persons residing outside of your household to regularly use the Service, or that your Service is being used for any of the aforementioned activities, innodial reserves the right to immediately terminate without notice or modify the Service and to assess additional charges for the period in which excessive usage occurred.
Unlawful and Prohibited Use
You expressly acknowledge and agree to use the Service solely for lawful purposes. You are expressly prohibited from using the Service to transmit or receive any communication or material of any kind when in innodial’s sole judgment the transmission, receipt, or possession of such communication or material would constitute, or encourages conduct that would constitute, a criminal offense, give rise to a civil liability, or otherwise violate any applicable laws. You acknowledge that innodial is not responsible for the content of the transmission that may pass through the Service. You are expressly prohibited from using the Service for any abusive or fraudulent purpose, including using the Service in a way that interferes with our ability to provide the Service to you or other customers or avoids your obligation to pay for communications services. innodial, in its sole discretion, may terminate your Service without advance notice if we believe you have violated the aforementioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to innodial personnel. You are liable for any and all use of the Service by any person using the Service provided to you and agree to indemnify and hold harmless innodial against any and all liability for any such use. If innodial, in its sole discretion, believes that you have violated the aforementioned restrictions, we may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.
Unauthorized Use
If you become aware of any stolen, fraudulent, or unauthorized use of the Service, you must notify us by sending an email to info@innodial.com. You must provide a detailed description of the circumstances of the unauthorized or fraudulent use of the Service and supply any additional documentation reasonably requested by innodial. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. Until such time as innodial receives notice of the stolen or fraudulent use, you will be liable for all use of the Service.
BILLING AND PAYMENTS
Prepaid Service
The Service provided by innodial is offered on a prepaid basis and purchase of calling credit ("innodial Credit") is required prior to using the Service.
Purchase
You should fund your account on the Site through the purchase of innodial credit by using a valid credit card or PayPal™ account. Purchases are either made manually by you or through the auto recharge function activated by you. The auto recharge function means that when your account balance is below a certain level, your account will be automatically recharged up to a certain pre-selected amount.
Expiration and Refund
Innodial credit will not expire. Any balance remaining on your account will stay as long as you keep innodial membership. You may cancel the Service at any time by contacting innodial via email. If you cancel the Service, you will receive a refund for the remaining balance on your account. Refunds include only those you actually paid and do not include bonuses or other promotional additions to your account balance. A $5.00 refund processing fee will be incurred for all refunds processed.
Billing Dispute
You must notify innodial in writing of any disputed charges within 60 days of the charges or you will be deemed to have waived your right to dispute the charges. innodial recommends that you routinely review your online account history to ensure its accuracy.
Fees, Charges, and Prices
Charges for the Service will be rated and charged in accordance with the rates provided by innodial, any promotional offer pursuant to the published terms of such offer by innodial, or as otherwise provided in our calling rate list or on the Site.
Call times for each call are rounded up to the next whole minute and billed in full minute increments. All calls that are determined to have been answered incur a minimum one-minute charge. innodial relies on reasonable and standard technologies to determine whether and when a call has been answered, including without limitation signals sent by the carrier connecting the call that indicates the commencement of call. These technologies are not perfect or entirely reliable and it is possible for call-commencement signals to be received in error. All calls made to mobile telephones are deemed to have been completed.
All prices are subject to change without prior notice. We will use reasonable efforts to notify you of any price changes, but such notification shall not be deemed a prerequisite to the effectiveness of any such change.
LEGAL
Disclaimer of Warranty
THE PRODUCTS AND SERVICES PROVIDED BY INNODIAL, AND ALL MATERIALS AND INFORMATION INCLUDED IN THE INNODIAL PRODUCTS AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. INNODIAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, INNODIAL DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER INNODIAL NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO INNODIAL'S OR CUSTOMER'S TRANSMISSION FACILITIES OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF INNODIAL'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE, IF ANY, BY INNODIAL OR INNODIAL'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
Limitation on Liability
INNODIAL’S LIABILITY TO YOU ON ACCOUNT OF ANY ACT OR OMISSION OF INNODIAL RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY INNODIAL’S GROSS NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL INNODIAL BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS, DATA OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR MATERIALS, OR ANY TRANSACTIONS PROVIDED ON THE SERVICE, EVEN IF INNODIAL OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION ON THE SITE.
Indemnification
You agree to defend, indemnify and hold harmless innodial, its officers, directors, affiliates, agents, partners, and employees, from any and all claims, losses, damages, fines, penalties, costs, and expenses, including, without limitation, reasonable attorneys' fees, made by, or on behalf of, you or any third party or user, relating to the Service, including, without limitation, use of the Service by you or others using your account (whether or not such usage is expressly authorized by you).
Governing Law
These Terms of Service shall be governed and construed in accordance with the laws of the State of California without regard to principles of conflict of laws. With respect to any disputes or claims between you and innodial, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of California.
Trademarks
The Service and equipment and any software used to provide the Service or provided to you in conjunction with providing the Service, and all Services, information, documents and materials on the Site are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All corporate names, service marks, logos, trade names, trademarks, websites and domain names of innodial (collectively "Marks") are and shall remain the exclusive property of innodial and nothing in this agreement shall grant you the license to use such Marks.
Copyrights
The Services, software and materials contained in the Site and otherwise provided by innodial are protected by copyright, or other intellectual property laws. Any commercial or unauthorized use of the Services, software and materials contained in the Site is strictly prohibited, without the express, prior, written consent of innodial. Any reproduction or redistribution of the Services, software and materials contained in the Site not in accordance with the terms set forth herein is expressly prohibited by law, and may result in severe civil and criminal penalties.
Events Beyond Our Control
innodial shall not be liable for any delay or failure to provide the Service at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:
- damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, strike, embargo, labor disputes, civil or military authority, war, acts of God, government actions;
- act or omission of an underlying carrier, service provider, vendor or other third party;
- equipment, network or facility failure;
- equipment, network or facility upgrade or modification;
- equipment, network or facility shortage;
- equipment or facility relocation;
- service, equipment, network or facility failure caused by the loss of power to user;
- outage of user's ISP or broadband service provider;
- act or omission of user or any person using the Service; or
- any other cause that is beyond our reasonable control, including without limitation, the failure of an incoming or outgoing communication, the inability of communications to be connected or completed.
Internet Access and Connectivity
innodial utilizes, in whole or in part, the Internet and third party networks to transmit voice and other communications. innodial is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy for additional information.
MISCELLANEOUS
Assignment
innodial can assign all or part of our rights or duties under this Agreement without notifying you. If we do that, we have no further obligations to you. You may not assign this Agreement or the Service without our prior written consent.
Survival
The provisions of this Agreement shall survive any termination of this Agreement or termination of the Service.
Dispute Resolution
You agree that any and all disputes or claims between you and innodial arising out of or relating in any way to the Service provided in connection with this Agreement shall be resolved by a neutral arbitrator instead of by a judge or jury in a court. The arbitrator’s decision shall be final and binding. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. Without limiting the foregoing, the parties agree that no arbitrator has the authority to award relief in excess of what this Agreement provides.
No Waiver of Rights
The failure to exercise or enforce any rights or provisions of this Agreement or by law shall not constitute a waiver of that rights or provisions. innodial reserves all of its rights at law to proceed against anyone who uses the Service illegally or improperly. All determinations by innodial under this Agreement and exercise of its rights are made and done in our sole and absolute discretion.
Changes to this Agreement
innodial reserves the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Service at any time without further notice. If we do this, we will post the changes to these Terms of Service on this page and will indicate at the bottom of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Service and to review such changes.
Contact Us
If you have any questions about this Terms of Service, please contact us at legal@innodial.com.
Last revised: October 21, 2008
