!::~~#FF0000:DIDX TOS~~::
These terms and conditions constitute the agreement (the "Agreement") between Customer, Vendor and DIDX a DID Number Broker, for communications-related services. For purposes of the agreement, "customer" means the person & Company identified by Super Technologies’ accounting as responsible for payment of charges and any person with authority to represent that person or to use, "Vendor" means the person or company providing communications related services to DIDX. DIDX assumes that anyone joining the membership of DIDX is an Internet Telephone Service Provider and buying the number for re-sale.
1. SERVICE
a. Use of Service
Customer authorizes Super Technologies Inc to verify its creditworthiness with a credit reporting agency if needed to determine customer’s eligibility for Service. If Customer is approved for Service, Customer agrees not to use Service for any unlawful or destructive purpose or in such a way as to create damage or risk to Super Technologies’ business, reputation, employees, facilities, third parties or to the public in general. Customer has no proprietary or ownership rights to or interest in a specific phone number or phone numbers assigned to Customer by Super Technologies, Inc.
The service customer is buying is originally provided by the VENDOR of the DID number; thus, DIDX does not provide the *Guarantee of Service on the DID number. DIDX does test DID with the DID TESTER tm software, and where DID does not work for 3 days, DIDX refunds the payments to the Buyer, and the Seller does not get paid. Service Provision: the instant a Customer selects a number, the number is routed to the customer.
* DIDX guarantees the payment of the first billing month as of the date of purchase which will total no more than the original setup price paid for the DID number and the commission to DIDX on that setup fee. The amount will be refunded to the Buyer on their account with didx. In cases where the Buyer member chooses to chose its DIDX account and its total account balance credit is less than $50, DIDX may choose not to refund any or may choose to adjust the amount against the cost of the refund.
b. Term
This agreement shall become effective on the Effective Date and shall continue for a period of time of service agreement, unless earlier terminated as provided herein. At the end of the initial Agreement Term, the Agreement Term shall automatically renew on month-to-month basis until terminated by either party with thirty (30) days’ prior written notice to the other party.
Except otherwise set forth herein, Super Technologies shall deliver the Service for the entire duration of the Service Term, and Customer shall pay all charges for delivery thereof through the end of the Service Term. To the extent that the Service Term for any Service extends beyond the Agreement Term, then this Agreement shall remain in full force and effect for such Service until the expiration or termination of such Service Term.
c. Unauthorized Usage
If the Service is stolen or Service is fraudulently used, Customer must immediately notify Super Technologies, Inc and provide such documentation and information as Super Technologies, Inc may request which includes, but is not limited to, a copy of a filed police report. Customer agrees to cooperate with Super Technologies, Inc in any fraud investigation and to implement any fraud prevention measure Super Technologies, Inc prescribes. Failure to provide reasonable cooperation will result in Customer liability for all fraudulent usage. Customer agrees to advise Super Technologies, Inc if service usage changes from either residential or business use.
d. Cancellation
In each DIDX transaction, there is a Buyer and a Seller. The Buyer and the Seller understand that once an exchange has taken place on DIDX, neither party (neither the Buyer nor the Seller) will cancel said agreement, for the period of time in which the said DID numbers are active. The provided DID numbers will then be passed on to other members of the exchange making it impossible to cancel the exchange.
A DID sold on DIDX may not be turned off unless the DIDX Seller who sold the DID is going out of business and is closed. Where this is the case, the DID Seller must give at least a 3 months in advance notice.
e. Emergency Calling Service – Non-Availability.
DidX is an incoming only service, and does not offer any outbound service, which is needed by FCC to provide E911 Services, and Customer must have its own E911 Services. DIDX does not offer any e911 Services
2. CHANGES TO THIS AGREEMENT
Super Technologies, Inc. may amend the terms of the Agreement, including all Calling Plans, with advance notice. If Customer does not agree to the amendment, Customer may terminate the Agreement by Requesting its account to be closed from the Contact Us button in its account, after which the customer can no longer purchase any more DID numbers from its account.
3. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION
a. Billing and Payment of Charges for Customer
When a customer hits BUY NOW button, they agree to make the payment billed to them, no matter if they are able to configure the DID number on its switch or not and can not refuse the payment, under any reason. All Sales are Final.
DIDX provides FREE DID number to all members, who wish to do an Interoperability Test.
Customer is responsible for paying all charges posted to customer’s account, including but not limited to, monthly Service fee, setup fee, usage charges, advanced feature charges, Commissions and other on pre paid bases. Charges, including disputed amounts, must be paid by the date shown on the invoice. Super Technologies, Inc calculates all rates at one-minute increments, rounded up to the nearest minute, commencing upon the first use of any services being provided. Customer agrees that (a) it would be impractical to determine the exact amount of Super Technologies’ damages if Customer fails to pay promptly, and (b) in the event of such failure, Customer shall pay Super Technologies, Inc the amount due plus any bank charges or transactions fees that may occur due to a charge back or improper credit card number provided for payment to DIDX. If DIDX accepts late or partial payments or payments marked "Paid in Full" or similar notations, it will not waive any of Super Technologies, Inc rights hereunder nor will it constitute an accord or satisfaction.
Payments to Vendors:
DIDX is responsible for the usage charges and monthly charges, and Setup charges charged by the vendor for the DID provided by the vendor. Vendor agrees to wait for 45 days after the DID has been sold, to receive the payment, and also not to charge the monthly fee and setup fee if the DID does not work for over 2 days at a time, and does not passes the test by the DID TESTER tm.
If the Customer who purchased the DID terminates the DID Order under 30 days for any reason, and declines or charges backs its payment DIDX will not be held liable to pay the VENDOR in that case.
b. Credit Card Charges
If Customer’s choice of payment is via credit card, customer must fill, sign and submit a credit card authorization form along with copies of other required documents to Super Technologies. It authorizes Super Technologies, Inc. to charge the credit card account number for Super Technologies, Inc charges that accrue during the billing cycle. Customer reauthorizes Super Technologies, Inc to charge its designated credit card account each time it uses Service and/or as required by the Calling Plan Customer chooses. This authorization will remain valid until terminated by written notice to Super Technologies, Inc. It is expressly understood and agreed that the term for Service will automatically renew for a similar term until such time as Customer notifies us in writing of its intention not to renew. Super Technologies, Inc may terminate the Customer account at any time, in Super Technologies, Inc’s sole discretion, for declined credit cards or any other non-payment of account charges with the understanding, however, that Customer remains fully liable to Super Technologies, Inc for all charges accrued from usage of Service and all charges incurred by Super Technologies, Inc due to said declines, etc.
c. Default/Termination
Super Technologies, Inc reserves the right to terminate Service at Super Technologies, Inc’s discretion. Super Technologies, Inc may discontinue the Service, for any reason including without limitation, if it has reason to believe that there have been attempts to hack or disrupt the system, or that the Service is being misused in any way. In the event of Customer default – i.e. Customer does not pay any sum when due, breach any representations Customer made to Super Technologies, Inc, fail to perform any of Customer’s obligations set forth in this Agreement between Customer and Super Technologies, Inc, are suspected by Super Technologies, Inc of committing fraud, harming Super Technologies, Inc’s network, harming Service to other customers, using Service in any way that damages Super Technologies, Inc – Customer will reimburse Super Technologies, Inc for its attorneys’ and expert witnesses’ fees and costs of investigation, collection and similar expenses incurred by Super Technologies, Inc in the enforcement of any right or privilege hereunder. If this Agreement is terminated because of Customer default, Super Technologies, Inc may keep any charges or sums prepaid by Customer upon termination. Super Technologies, Inc may require reactivation charges to renew Service after termination or suspension.
d. Taxes
Any applicable sales, use, excise, public utility or other taxes, fees or charges imposed on Super Technologies, Inc as a result of providing the Service will be added to Customer’s account when imposed or required by law. If Customer is exempt from payment of such taxes, it will provide Super Technologies, Inc with an original Tax Exempt Document. Tax exemption will only apply from the date Super Technologies, Inc receives the Tax Exempt Document.
e. Price Changes by the Seller.
Seller member of DIDX must provide a 3 months in advance notice to DIDX before a price change goes into effect. The price change cannot be set for more than 20% of the original price and may not be changed more than 2 times per year.
4. LIMITATIONS
a. Limitation of Liability
Super Technologies, Inc’s nonperformance hereunder shall be excused and Super Technologies, Inc shall not be liable if caused by act or omission of an underlying carrier; equipment, network or facility failure; equipment, network or facility upgrade or modification; acts of god; strikes; fire; war; riot; government actions; equipment, network or facility shortage; equipment or facility relocation or causes beyond Super Technologies, Inc’s control, including without limitation the failure of an incoming or outgoing call, call to be connected or completed, or degradation of voice quality. Super Technologies, Inc’s liability for any failure or mistake shall in no event exceed Service charges during the affected period. Super Technologies, Inc is not liable for any incidental or consequential damages of any type.
b. Indemnification
Customer agrees to defend, indemnify, and hold Super Technologies, Inc, its affiliates and agents and any other service provider, harmless from claims or damages relating to this Agreement. This paragraph shall survive termination of this agreement.
c. No Warranties on Service
Super Technologies, Inc provides no warranties of any kind on the Service. Statements regarding or descriptions of the Service, if any, by Super Technologies, Inc or Super Technologies, Inc’s agents or installers are informational and are not given as a warranty of any kind. DIDX is a Brokerage web site, and does not offer service on its own, but offers basic help to customers in configuring their servers via web help.
5. RESOLUTION OF DISPUTES
a. Mandatory Arbitration
Any dispute or claim between Customer and Super Technologies, Inc arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims in arbitration. The arbitrator shall have no authority to award punitive damages. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.
b. Cost of Arbitration
All administrative fees and expenses of arbitration initially will be divided evenly between Customer and Super Technologies, Inc. In all arbitrations, each Party will bear the expense of its own counsel, experts, witnesses and preparation of evidence in arbitration. The prevailing Party shall be awarded all attorneys’ fees and costs attendant to each arbitration proceeding. The decision of the Arbitrator shall be final.
The location of arbitration shall be Florida, USA unless otherwise agreed to by both Parties in writing.
6. MISCELLANEOUS
a. Signing Authority
Customer acknowledges that the Customer is of legal age, has received a true copy of this Agreement that is available online and has read and clearly understands the terms of this Agreement. Customer notes that there is a reference to these terms of services URL on customer’s order form agreement.
b. Privacy
IP telephony utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Super Technologies, Inc is not liable for any lack of privacy that may be experienced with regard to the Service. Please refer to our Privacy Policy for additional information.
c. Notices
Notices to Customer shall be sent to the email address on file for Customer at Super Technologies, Inc and will be considered given on the date sent by Super Technologies, Inc. Customer is responsible for notifying Super Technologies, Inc of any changes to its email address. Notices to Super Technologies, Inc shall be considered given when received by Super Technologies, Inc at [email protected].