Terms and Conditions

Terms and Conditions

END USER SERVICE AGREEMENT

PLEASE READ THESE TERMS AND CONDITIONS (“T&Cs”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT WE MAY CHANGE THESE T&Cs AT ANY TIME AS SET FORTH HEREIN.

THIS END USER SERVICE AGREEMENT (this “Agreement”) by and between Exsidio, Inc., a Florida corporation and you the Customer (“Customer”) contains the rules, regulations, terms and restrictions pertaining to your use of Company’s on Demand Unified Communications and Cloud services and any related equipment, products and/or services that you order from us (collectively, the “Service”).

YOU REPRESENT AND WARRANT THAT YOU HAVE THE LAWFUL AUTHORITY TO BIND YOU OR THE PERSON OR ENTITY ON WHOSE BEHALF YOU REPRESENT TO AGREE TO ACCEPT THE T&CS, AND THAT YOU HAVE READ, UNDERSTAND, ACKNOWLEDGE AND AGREE (ON YOUR OWN BEHALF OR ON BEHALF OF THE PERSON OR ENTITY FOR WHOM/WHICH YOU ARE AGREEING, AS THE CASE MAY BE) TO BE BOUND BY THE T&CS.

BY ACCEPTING A QUOTE(or “ESO” as described in section 1.2 below) AND/OR REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AS AMENDED FROM TIME TO TIME, AS WELL AS ALL OTHER AGREEMENTS, POLICIES AND GUIDELINES REFERENCED HEREIN, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

** Emergency Services language

** Port out before contract expiration date of 10.00 per DID

SERVICE

1.2  Pricing for Service – Pricing for Exsidio’s services and products are provided in the form of a separate quotation document called the “Exsidio Services Order” or (“ESO”) which has been signed(actual or electronic) and accepted by customer.

1.3  Modifications, Changes and/or Additions – future changes to the configuration may require equipment purchases and additional set of fees. Monthly fees will change depending on the services added and or removed. A new contract will not be generated after each change, rather such changes will be memorialized in a ESO. Customer agrees to incur any additional fees incurred from adding and/or removing services over the course of the contract.

Customer relocation requires sufficient broadband Internet access with static IP address at new location in order to continue to use VoIP phone services. Setup fee may be incurred to move phones and equipment to new location depending on the location address and physical configuration of office space.

WE MAY FROM TIME TO TIME, IN OUR SOLE AND ABSOLUTE DISCRETION, REVISE ALL OR ANY PORTION OF THIS AGREEMENT AND/OR IMPOSE ADDITIONAL RULES, REGULATIONS, OR RESTRICTIONS NOT EXPRESSLY STATED IN THIS AGREEMENT PERTAINING TO THE USE OF THE SERVICE. IN CONSIDERATION OF CONTINUED SERVICE, FOR MONTH-TO-MONTH SERVICE AGREEMENTS NOTICE OF ANY SUCH CHANGES WILL BE CONSIDERED GIVEN AND EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF THE NEXT BILLING MONTH. FOR TERM AGREEMENTS THE CHANGES WILL BE CONSIDERED GIVEN AND EFFECTIVE UPON THE BEGINNING OF THE NEXT TERM. POSTING OF SUCH MODIFICATIONS OR REVISED AGREEMENT SHALL BE ON THE WEBSITE WWW.EXSIDIO.COM/TERMS, OR SUCH OTHER WEBSITE DESIGNATED BY US FROM TIME TO TIME (“OUR SITE”). NO FURTHER NOTICE BY US SHALL BE REQUIRED TO EFFECTUATE A MODIFICATION OF THIS AGREEMENT. UPON POSTING OF A NEW OR REVISED AGREEMENT, THE NEW OR REVISED AGREEMENT SHALL SUPERSEDE THE PREVIOUSLY AGREED TO FORM(S) OF AGREEMENT.

YOUR CONTINUED USE OF THE EQUIPMENT AND SERVICES FOLLOWING OUR POSTING OF ANY MODIFICATIONS AND THE BEGINNING OF THE NEXT BILLING MONTH OR RENEWAL OF YOUR TERM AS APPLICABLE CONSTITUTES YOUR ACCEPTANCE OF THE MODIFICATIONS. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY US IN WRITING OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN THE SECTION BELOW.

I guess we can remove this and replace it with above paragraph.

Exsidio may change the terms and conditions of this agreement from time to time as business dictates, or in response to regulatory changes which are imposed on Exsidio. Notices will be considered given and effective 30 days after they are duly posted “to the” service announcements unquote section of Exsidio’s website (currently located at www.exsidio.com/terms). Such changes will become binding to customer on the date posted to the Exsidio website and no further notice by Exsidio is required. It is customer’s responsibility to review service announcements for any recent updates. This agreement as posted supersedes all previously agreed to electronic and written terms of service, including without limitation any written terms enclosed within the packaging of the equipment.

If you continue to be enrolled in, use, or pay for the services after any changes in the prices, charges, and/or terms and conditions have been made, you agree to the changes.

 1.4 Right to Use Service

We hereby grant you the right to use the Service during the Term strictly in accordance with the terms and condition of this Agreement. The right to use the TryUC Service is limited to Customers who do not have an Exsidio account.

1.5 Support

We agree to provide you those levels of support in connection with your use of the Service set forth in, and subject to the terms and conditions of, our Service Level Agreement that can be found at www.exsidio.com/sla which is incorporated herein by reference

1.6 Number Transfer on Service Termination.

For those Services that require this function, Local Number Portability (LNP) refers to the order from the Federal Communications Commission (FCC) requiring all telecom providers to allow customers to retain their phone numbers when changing service providers, as long as the customer stays within the same local calling zone. Instead of disconnecting service numbers, you may choose to port your number(s) “out” to another carrier. You initiate this by contacting a new service provider to initiate a port in. The new service provider will then contact us with a port-out request. We will follow industry-sanctioned procedures to fulfill the port out request if: (a) such new service provider is able to accept such number; and (b) your account is completely current, including payment for all charges and applicable Termination Fees.

1.7 Ownership and Risk of Loss.

You are responsible, at your sole cost and expense, for purchasing any and all required devices necessary for the use of the Service including, but not limited to, any IP phones, multimedia terminal adapter, analog telephone adapter and any other IP connection device (each, a “Device” and, collectively, “Devices”). If you purchase equipment from us you are responsible for any and all risk of loss related to that equipment. We provide no express warranties for the equipment. All warranties are provided by the equipment manufacturer.

Fair Usage and Abuse Policy:

2.1   Customer’s Responsibilities –

Customers full compliance with the following responsibilities is mandatory and failure to do so will be deemed a material breach of this agreement:

Throughout the term of this Agreement, Customer shall: a) follow Exsidio’s installation, operation and maintenance instructions; b) provide proper environmental, electrical and technical connections as specified by EXSIDIO; c) provide reasonable access to the Products to enable EXSIDIO to perform maintenance; d) provide adequate technical facilities, work space and storage space for EXSIDIO spare parts; e) have a customer representative at the Product installation location during any EXSIDIO maintenance activity on the premises; f) if at any time, EXSIDIO deems the existing equipment is not maintainable or is not compatible with current technology and/or platforms,  to upgrade to the equipment recommended by EXSIDIO; g) provide EXSIDIO with a valid public IP address and remote desktop access to allow all secured communication between EXSIDIO and the customer’s server(s); h) provide a cool (air conditioned) area for network equipment storage; i) Ensure the timely changing and protection of backup media[EXSIDIO is not responsible for corrupt, lost, damaged or unrecoverable media errors]; j) Provide access to the Customer’s building(s) and secured site(s) as required to perform the agreed upon Services as defined herein k) Provide a primary and secondary point of contact for all service requests to be placed with EXSIDIO; l) Customer will provide a single point of contact to resolve any issues; m) Additions, modifications, or other changes to the Customer’s network environment must be pre-approved by EXSIDIO prior to implementation

2.2 Use of Services. As an express condition of the provision of the Services, you and your End Users agree to comply with Exsidio’s AUP. You are solely responsible for your applications, content, and data and for making sure your applications, content and data comply with the AUP. You are responsible for ensuring all End Users comply with your obligations under the AUP, and the restrictions below. As between the parties, you are responsible for responding to all third-party requests concerning your use, and your End Users’ use, of the Services. Exsidio may suspend the Services or otherwise restrict access to the Services systems without notice if Exsidio learns of an AUP violation that, in its reasonable discretion, is unlawful or is likely to cause loss or liability for Exsidio or any third party. You are responsible for all activity that occurs via your account. If you become aware of any unauthorized use of the Services, your account and/or passwords, you will notify Exsidio as promptly as possible. Exsidio may immediately suspend all or part of your use of the Services if: (a) Exsidio believes you or any of your End User’s use of the Services could adversely impact the Services, other customers or their end-users’ use of the Services, or the Exsidio network or servers used to provide the Services, without Exsidio prior written approval; (b) there is suspected unauthorized third-party access to the Services; (c) Exsidio believes it is required to suspend immediately to comply with applicable law; or (d) you are in breach of Section 5.b below. Exsidio may lift any such suspension when the circumstances giving rise to the suspension have been resolved. At your request, unless prohibited by applicable law, Exsidio will notify you of the basis for the suspension as soon as is reasonably possible. Any such suspension or restriction will be on the most limited basis as Exsidio determines is reasonably practical under the circumstances in order to address the underlying violation.

2.3 Restrictions. You will not, and will not allow third-parties to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, benchmark, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for high-risk activities; (c) sublicense, resell, or distribute any or all of the Services, unless we expressly agree otherwise in writing; (d) access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas; or (e) process or store any data or content that is subject to the International Traffic in Arms Regulations maintained by the Department of State.

2.4 Responsibility for Content and Data. You are solely responsible for all data and content that you or any End User makes available on, uses, shares and/or processes through our Services.  You will obtain and maintain any required consents necessary to permit the processing and use of such content and data under the Agreement by the Services. You represent and warrant that such content and data will not infringe on, or contain any content or data that infringes on, or otherwise violates any copyright, patent or any other right held by a third party and that such content and/or will not violate any applicable law, rule, regulation or industry standard.

2.5 Third-Party Products and Services. Certain Services are provided to you via third parties and may be subject to separate third-party terms and conditions. To the extent third-party terms and conditions supersede the Agreement, that third-party terms and conditions govern your use of that third-party Service. The third-party terms and conditions applicable to your use of certain Services are set forth on the Third-Party Terms and Conditions available at the following web address, which Third-Party Terms and Conditions are incorporated herein by reference: www.exsidio.com/thirdpartyterms

2.6 Updates to the Services. We may modify, update, or discontinue the Services (including any portions or features) at any time, without liability to you or anyone else. However, for changes to paid Services, we will make commercially reasonable efforts to notify you of the modification, update or discontinuation in advance. If we discontinue the Services in their entirety, we will also allow you a reasonable time to download your data and content and we may provide you with a pro-rata refund for any unused fees for that Service that you prepaid.

2.7 Service for Personal Use Only.

You are not authorized to resell or transfer the Service or any portion thereof to any other party without our prior written consent, which may be withheld in our sole discretion.

2.8 Excessive Use.

We reserve the right to immediately terminate or modify your Service if we determine, in our sole and absolute discretion, that your use of the Service is, or at any time was, inconsistent with normal business usage patterns. In addition, you will be required to pay for higher rates for commercial service for all periods in which your use of the Service was inconsistent with normal business use.

2.9 Unlawful Purposes.

You may only use the Service for lawful purposes in accordance with the terms and conditions of this Agreement. We reserve the right to terminate your Service with or without notice if, in our sole and absolute discretion, we determine that you have used the Service, or any portion thereof, for any unlawful purpose. In the event of such termination, you will be responsible for the full monthly charges to the end of the current term, including, without limitation, unbilled charges, plus the Termination Fee, if applicable, all of which will become immediately due and payable upon termination of your Service. If we determine in our sole and absolute discretion that you have used the Service for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities.

2.10 Inappropriate Conduct.

You shall not use the Service or any portion thereof in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior. We reserve the right to immediately terminate your Service if, in our sole and absolute discretion, we determine that you have used the Service or any portion thereof in any of the aforementioned ways. In the event of such termination, you will be responsible for the full monthly charges to the end of the current term, including, without limitation, unbilled charges, plus the Termination Fee, if applicable, all of which will become immediately due and payable upon termination of your Service. If we believe that you have used the Service or any portion thereof in any of the aforementioned ways, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities.

2.11 Reservation of Rights.

Notwithstanding anything to the contrary herein, we reserve the right to provide information in response to law enforcement requests, subpoenas, court orders and in any other manner that we deem necessary to protect our rights and property or where failure to disclose the information may lead to imminent harm to the you or others.

2.13 Content.

You shall be solely responsible for any and all liability that may arise out of any content transmitted by you or any other person, whether authorized or unauthorized, using your Service or any portion thereof (each such person, a “User”). You are solely responsible for ensuring that your use, as well as the use by all other Users, complies at all times with this Agreement and all applicable laws, regulations and written and electronic instructions for use. We reserve the right to terminate or suspend the Service and remove your or all Users’ content from the Service if we determine, in our sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement or interferes with our ability to provide Services to you or others. Nothing in this Agreement shall be deemed to create any duty on our part to review and/or monitor your use of the Service to determine if a violation has occurred. Our action or inaction under this Agreement shall not constitute an approval by us of any of your, or your User’s, activities or use of any content.

LIMITATIONS OF SERVICE

3.1 Service Distinctions.

The Service is not a telecommunications service and we provide it on a best efforts basis. Important distinctions exist between telecommunications services and the Service that we provide. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

3.2 911 and E911 Dialing Services.

The Service does not support traditional 911 or E911 access to emergency services. Please carefully review our 911 and E911 Dialing Service Guidelines which can be found at www.exsidio.com/E911policy and which is incorporated herein by reference.

3.3 Privacy.

The Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. We are not liable for, and hereby disclaim any and all liability resulting from any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy that is posted on our Site for additional information. We agree that we will not knowingly or purposefully provide or sell any call detail records or any other personal information to any party except as expressly authorized herein.

3.4 Use of Service by Customers Outside the United States.

Although we encourage you to use of the Service to place calls to foreign countries from within the United States, we do not presently offer or support the Service in any countries other than the United States. If you use the Service outside of the United States, you will be solely responsible for any violations of local laws and regulations resulting from such use. We make no warranties or guarantees as to the quality or availability of services if used in any country other than the United States.

3.5 No 0+ or Operator Assisted Calling; May Not Support x11 Calling.

The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The Service may not support 511 and/or other x11 services in one or more (or all) service areas.

3.6 Incompatibility with Home Security Systems.

The Service and equipment may not be compatible with home security systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.

3.7 Incompatibility with Certain Broadband and Cable Modem Services.

You acknowledge that the equipment and Service may not be compatible your broadband service provider. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

3.8 No Fault Outage.

“No fault Outage” shall mean any service outage resulting in whole or in part from any one or more of the following events: (1) Maintenance Windows and Planned Outages; (2) any failure or malfunction of an end user’s applications, equipment, facilities, cabling, switching, local area network (LAN), analog phone or analog phone adaptor (ATA) or any other equipment or services not provided by Company; (3) any outage resulting from the act, omission or fault on the part of the end user, customer, any third party contractor or vendor, or any other party other than Company; (4) any event or occurrence that results in “No Trouble Found” resolution to Trouble Tickets; (5) any event or outage lasting under 60 seconds in duration; (6) Trouble Tickets associated with new installations; (7) interruptions where the applicable customer or end user elects not to release the service for testing and repair and continues to use it on an impaired basis; (8) interruptions during any period when Company or its agents are not allowed access to the affected access lines: (9) master Trouble Tickets opened by Company or by a qualified third party on behalf of Company such as those in the case of a fiber cut; or (10) any force majeure event beyond the reasonable control of Company including, but not limited to, acts of God, natural disasters, cable cuts, government acts and regulation and national emergency.

CHARGES; PAYMENTS; TAXES.

4.1 Activation Fees.

Upon subscribing to the Service, and each time you add additional seats to your service, you will be billed a one-time provisioning and setup fee. The foregoing fee covers your basic account configuration data and does not include any installation or training fees that you may be required to incur. This activation fee will be included in your service quote and is subject to change from time to time.

4.2 Thirty Day Money Back Guarantee.

For the first thirty calendar days after your account goes into production, you may cancel your account and receive a refund for amounts paid to the Company for the Service and return the equipment purchased under the following conditions:

3. a) you have encountered technical problems with the Company’s service other than No Fault Outages as described in Section 3.8 and;
4. b) the Company has not been able to resolve those problems within the first thirty (30) calendar days after your account went into production, and
5. c) you have used the service in compliance with the appropriate usage sections of the Company’s End User Service Agreement.

You will be responsible for monthly charges for minutes of use on toll free metered plans as well as any international per-minute charges. Feature request or service modification requests are not considered technical problems.

1. d) all equipment purchased is returned undamaged in its original packaging.

4.3 Monthly Usage Fees.

Upon activation of the Service, you will be responsible for paying all applicable usage fees in connection with your use of the Service based on the fees published on our Price List posted on our Site, which prices are subject to change from time to time. The usage fees shall include, without limitation, monthly Service fees for use of the following features: calling, conferencing and other minute-based charges, international usage charges, domestic and other per minute usage charges, advanced feature charges, fees for equipment purchases, Termination Fees, and shipping and handling charges. We reserve the right to bill at more frequent intervals if the amount you owe to us at any time exceeds $500. Any international (non-US) usage charges shall be billed in increments that are rounded up to the nearest minute except as otherwise set forth in our Price List. Domestic (US) usage charges, including 8xx Toll Free numbers, will be billed in six second increments.

4.4 Fee for 911 Calls.

All accounts are required to complete a 911 call routing profile, and to keep that profile updated. If you do not complete a profile or keep the profile updated for changes to your account, we reserve the right to charge a $100 fee per 911 call that is incorrectly routed. There is a $5.00 monthly fee per location for this service.

4.5 Regulatory Recovery Fee.

A Regulatory Recovery Fee is charged monthly to offset costs incurred by BCS in maintaining compliance with federal, state and municipal regulatory bodies, government inquiries and related legal expenses. This fee is not a tax or charge required or assessed by any government. The Regulatory Recovery Fee will apply to each user seat that includes a DID. This amount is $2.50 per seat.

4.6 Unlimited Plan Users.

We offer a variety of unlimited calling plans designed to simplify billing for our customers, however, unlimited calling plans are limited to Reasonable Business Use only. “Reasonable Business Use” is defined to mean normal usage as more fully described in the Company product literature. If the Service is subscribed for on an unlimited plan and we deem in our sole and absolute discretion that you are using a predictive dialer application or that you are otherwise abusing the unlimited plan feature, in addition to our other rights and remedies herein, we reserve the right to re-price the service or offer a new service plan in accordance to standard industry billing practices for such activities.

4.7 Invoicing and Payment Terms.

You will receive a monthly electronic invoice for all fees payable in connection with the Service. Your first monthly invoice will include actual usage charges for the first month of Service plus monthly recurring charges for the following month of Service plus any unpaid equipment purchases if applicable. If the Service was initiated after the first day of the month, the first month of service will be billed at a pro-rated amount based on the date that the account was provisioned, Each monthly invoice thereafter will include an adjustment to the amount billed in the prior month for actual increases or decreases in your current month Service, plus monthly recurring charges for the next month. All fees are payable net 10 days from the date of the applicable invoice. Your failure to pay any fees due hereunder in a timely manner shall constitute a material breach of this Agreement. Late payments are subject to a late charge of one and one-half percent (1.5%) per month from the date due until payment is received any you shall be responsible for reimbursing us for all costs that we incur to collect such amounts, including, without limitation, collection costs and attorney’s fees. Any invoice that remains unpaid for more than 30 days shall be deemed a material breach of the Agreement where the entire remaining unpaid payments under this Agreement shall be accelerated and due immediately.

4.8  Payment of Invoices on Equipment Purchased –  Payment for equipment KSO’s shall be made at the time said KSO’s are generated per Customers request. Customer shall provide Exsidio with a 50% deposit, 40% of the total on the day of installation and 10% of the total upon completion Full payment is due and payable prior to any obligation by Exsidio for the installation of equipment, materials and services as specified in each KSO. Equipment shipped directly to Customer will require 100% payment upfront plus applicable shipping charges. Payment for future service labor is due on the invoice date. Payment for equipment will be COD.

4.9  Payment of Invoices on Equipment Financed – Upon acceptance of the KSO, Exsidio will provide Customer a leasing agreement from a third party leasing company. Customer must sign the lease agreement prior to processing of the order. Invoices for payment due will be provided by the leasing company to the customer on a monthly basis. Customer is subject to the terms of the lease agreement. Upon delivery of equipment, Customer shall sign the delivery and acceptance form provided by the leasing company; a verbal confirmation may also be required. Customer shall pay Exsidio 100% of the amount due if equipment is delivered and Customer fails to sign the delivery and acceptance form and/or does not provide verbal confirmation to the leasing company within 24 hours of receipt.

4.10 Method of Payment.

Upon activation of the Service, you must provide us with a valid email address and a credit or debit card number from a card issuer that is acceptable to us. We reserve the right to stop accepting credit or debit cards from one or more issuers. You must promptly notify us in the event that your credit or debit card expires, you close your credit account, your billing address changes, or your credit or debit card is cancelled and/or replaced on account of loss or theft. Regardless of the payment method that you select, your subscription to the Service authorizes us to charge your credit or debit card. You may terminate our authority to charge your credit and/or debit card upon thirty (30) days prior written notice. If you terminate our authority to charge your credit or debit card, then we may terminate the Service and charge your credit or debit card for any and all fees due including, but not limited, to any applicable Termination Fees and other outstanding fees and charges.

4.11 Payment by Credit Card.

You will be charged on the first day of the month for any charges incurred in the previous month. If any charge to your credit or debit card is declined or reversed or if your credit or debit card expires and you have not provided us with a valid replacement credit or debit card within three (3) days, we reserve the right to suspend the Service until the applicable information is provided

4.12 Advance Payment.

If Customer has selected one of the advance payment options during the Quote process, Customer agrees to make the advance payment within 30 days of the invoice date in exchange for the advance payment discount. If Customer reduces their Service during the Seat Term, no refunds will be made. If Customer makes additions to the Service during the Seat Term, those Services will be invoiced separately. Advance payments exclude Services for which there are separate usage charges such as Toll Free and International Long Distance. These Services will be invoiced separately.

4.13 Payment by ACH, Wire Transfer or Check.

Customers with total Service billings in excess of $1,000 per month may request to make payments via ACH, wire transfer or check. Our approval may be withheld in our sole discretion with or without reason and may be conditioned upon a satisfactory review of your credit and the posting of a security deposit in an amount that we deem reasonable. If any payment by check does not clear due to insufficient funds, you shall pay us a NSF fee in the amount of $50 in addition to any other fees payable hereunder.

4.14 Billing Disputes.

Except as stated in this Agreement, a payments to us are nonrefundable. You must notify us in writing within fifteen (15) days of the invoice date if you dispute any of our charges for that month or you will be deemed to have waived any right to contest such charges. All notices of disputed charges should be sent to: Customer Care Billing Department – accounting@exsidio.com. If you dispute a charge to your credit card issuer that, in our sole discretion, is a valid charge under the provisions of this Agreement, you agree to pay us an additional Investigatory Fee in the amount of $100.00.

4.15 Taxes.

You are responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or any Devices or equipment. Such amounts are in addition to payment for the Service or any Devices and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate.

Equipment Maintenance:

5.1  “End of Life” Hardware –  Hardware may become outdated, damaged and prone to create network errors and failure. For Exsidio to provide appropriate and effective technical support and fulfill any and all obligations under this contract, Exsidio may suggest hardware upgrades and or replacements. Customer is responsible for replacing any such hardware and/or related equipment by the suggested date provided by Exsidio. In addition, Customer must purchase replacement hardware and/or related equipment from Exsidio, as well as have Exsidio install any new hardware and/or related equipment. Failure to comply with the recommended upgrades or replacement recommendations subjects the customer to possible hardware failure or inability to function with other hardware or networks.

5.2   “End of Life” Software – Customer is responsible for maintaining current software subscription/licenses with the software manufacturers. This is an additional charge that is not covered by this agreement but rather is a separate annual charge. Software subscriptions/licenses are provided by the manufacturer and put customer servers and workstations on the latest version release of software. Failure to renew the software subscription/licenses will prevent any new system patches, updates or software to be loaded on to customer’s network.

Customers that do not maintain a current software subscription/license release Exsidio from any liability and obligations under this contract. Services requested by Customer that are not on software subscription/licenses are subject to standard billing rates. If network failure occurs when client is not unbalanced software subscription/licenses with the software manufacturer, any services requested by the client will be billed at standard hourly rates.

5.3   Client Server Security – Customer is responsible for providing an antivirus license for servers and workstations. If Customer is unable to provide an antivirus, one may be purchased from Exsidio. Exsidio is not responsible for any malfunctions, failure or loss of data due to any computer virus or infection of any kind.

5.4   Installation of Software – in order to keep customer server as up-to-date as possible with the latest Microsoft patches, security updates, and server monitoring software, Exsidio may choose to install additional software as is necessary to ensure seamless operation with constant reliability. Customer is responsible for any licensing charges for monitoring software that Exsidio deems necessary.

5.5   Hardware Not Supplied by Exsidio – if customer desires to have additional equipment included as part of the equipment covered within the services, Customer shall notify Exsidio by written request. Exsidio made, at its option, inspect any such additional equipment to determine whether or not it is in satisfactory condition to be covered under this agreement. Exsidio may, at its option, charge Customer for inspecting any item of proposed equipment using Exsidio’s then current rate table. If an item of additional equipment is to be covered, Customer shall execute a subsequent agreement and the price for coverage shall be established at the then current rate for such services and added to the monthly service fee.

TERM, TERMINATION, TERMINATION FEES:

6.1 Term

1.1 Term – services offered on a term which begins on the date that Exsidio activates your service and ends on the day before that same date in the final year of said term. Unless otherwise specified the term of this agreement will automatically be renewed for one year, upon expiration of any existing contract or term, until such a time as service and terms are renegotiated by the customer or a 30 day written notice of termination is received by Exsidio. Customer is purchasing service for three-year terms, meaning that if you attempt to terminate services prior to the end of the term, you will be responsible for early termination fees equal to all unbilled charges for the remainder of the term in addition to all unbilled charges, waived fees, and term discounts, all of which immediately become due and payable. The early termination fee becomes due and payable immediately upon termination and will be billed directly to the customer or to customer’s credit card for those customers who elect the credit card billing option, unless terminated for material breach of this agreement. Expiration of the term or termination of service does not excuse the customer from paying all unpaid, accrued charges due in relation to this agreement.

We can remove this and replacement with the above paragraph.

The term shall commence on the date that we activate your Service (the “Effective Date”) and continue until terminated by You or by Us. For those customers who sign up for a one or more year term, (“Initial Term”) the term shall end at the selected number of years after the Effective date, depending on which term you selected. For those customers who do not select a term, and for those customers whose one or more year term has expired, the Service shall automatically renew for another twelve (12) month term unless you i) sign up for another term agreement or ii) give us written notice of non-renewal at least thirty (30) days prior to the end of the then current term.

6.2 Early Termination by You or by Us for Cause

I think we can remobe this as well. Let me know.

If you terminate the Service prior to the end of the Term, without giving proper Notice or if we terminate your Service as a result of your breach of any provision of this Agreement, you will be responsible for immediately paying us the following fees and charges: (a) all fees and expenses incurred through the date of termination, (b) all unbilled charges for the remainder of the Term, (c) if your account is on a month to month term and has been in service less than twelve months from the effective date an early Termination Fee in the amount of $10 per account, and (d) if your account is on a one or more year term, a cancellation fee equal to the balance of the Seat Term cost which is defined as the last full month’s invoice amount for the Offer Seat times the number of whole remaining months in the Seat Term plus the prorated amount for any partial remaining month. In addition, customers on month to month plans will be responsible for the next full month’s charges in the event that you do not provide the requisite ten-day notice of termination prior to the expiration of the then-current term. You must have at least one active seat for your account to be considered to be in good standing. In the event you choose to reduce the number of active seats on your account to zero, your account will automatically be terminated within 30 days and all fees and charges described above will apply.

Exsidio may suspend Service or terminate the Agreement: (i) upon five (5) days notice in the event of any payment default, if such default is not cured within that period or (ii) upon notice in the event of any violation of Exsidio’s Acceptable Use Policy (“AUP”) located on its website at http://www.exsidio.com/acceptable-use-policy, which is incorporated herein by reference.

If you elect to terminate your Agreement or any Service Document before the installation of the Services, you must do so in writing, and you shall pay to Exsidio as a termination charge an amount equal to: (i) the non-recurring charges applicable to the Services, even if initially waived, unless those charges have already been paid; and (ii) any third party provider charges or out-of-pocket expenses incurred by Exsidio (e.g., cancellation charges or annual software license fees); and (iii) if your Agreement is for a term of one (1) year or less, an amount equal to three (3) times the one (1) month recurring charges, or, if your Agreement is for a term of more than one (1) year, an amount equal to six (6) times the one (1) month recurring charges.

The parties agree that any cancellation fees and early termination charges set forth in the Agreement constitute liquidated damages and are not intended as a penalty and represent a fair, reasonable and appropriate estimate of Exsidio’s damages. If a particular Service is terminated by Customer without cause or by Exsidio for cause, and Exsidio advises the Customer in writing that in Exsidio’s good faith judgment provision of a related Services is impractical or impossible (“Related Service”) as a result of such termination, then the Related Service shall be deemed terminated for cause by Exsidio and any applicable termination charges will apply.

Any and all provisions in the Agreement which would reasonably be expected to be performed after the termination or expiration of the Agreement shall survive and be enforceable after such termination or expiration, including without limitation provisions relating to confidentiality, ownership, disclaimers, indemnification, limitations of liability, effects of termination, jurisdiction and governing law.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES.

7.1 Exclusions from Liability.

Under no circumstances shall we or our suppliers be liable for any delay or failure to provide the Service, including 911 Dialing, or any interruption or degradation of voice quality that is caused by any of the following: (i) an act or omission of an underlying carrier, service provider, vendor or other third party; (ii) equipment, network or facility failure; (iii) equipment, network or facility upgrade or modification; (iv) force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions; (v) equipment, network or facility shortage; (vi) equipment or facility relocation; (vii) service, equipment, network or facility failure caused by the loss of power to you; (viii) outage of, or blocking of ports by, your ISP or broadband service provider or other impediment to usage of the Service caused by any third party; (ix) any act or omission by you or any person using the Service or any portion thereof; or (x) any other cause that is beyond our control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 911 Dialing) to be connected or completed, or forwarded.

7.2 Limitation of Consequential Damages.

IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

7.3 Limitation of Direct Damages.

THE AGGREGATE LIABILITY OF US AND OUR SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO US UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICE SET BY US UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE US AND OUR SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED IN THIS AGREEMENT.

7.4 Disclaimer of Warranties.

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK AND IS PROVIDED ON AN “AS IS” BASIS. NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE 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 YOUR REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER WE NOR OUR SUPPLIERS SHALL BE LIABLE FOR UNAUTHORIZED ACCESS TO ANY TRANSMISSION FACILITIES, DEVICES, EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, ANY OF YOUR, OR YOUR USERS’, DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION WHETHER CAUSED BY ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD, REGARDLESS OF THE CAUSE OR THE PARTY DETERMINED TO BE AT FAULT. ANY AND ALL STATEMENTS OR DESCRIPTIONS MADE BY US AND/OR OUR EMPLOYEES OR AGENTS PERTAINING TO THE SERVICE OR ANY DEVICE ARE FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT BE DEEMED TO PROVIDE A WARRANTY OF ANY KIND.

PROPRIETARY RIGHTS

8.1 Copyright, Trademark.

The Service, all firmware or software used to provide the Service or provided to you in conjunction with providing the Service, and all Services, information, documents and materials on our Site are protected by trademark, copyright or other intellectual property laws and international treaty provisions. Our websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “marks”) are and will at all times remain our exclusive property. Nothing in this Agreement grants you the right or license to use any of our marks.

8.2 Unauthorized Usage of Software.

You have not been granted any license to use the software in conjunction with you providing the Service to a third party, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.

8.3 Tampering with the Service.

You shall not tamper with or reverse compile any software associated with the Service without our prior written consent. We reserve the right to terminate your Service if we believe, in our sole and absolute discretion, that you have tampered with the software. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.

8.4 Theft of Service.

You shall notify us immediately, in writing or by calling our customer support line, if any Device is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write to us you must provide your account number and a detailed description of the circumstances of the theft, fraudulent use or unauthorized use of the Service. Failure to do so in a timely manner may result in our termination of your Service for breach and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service.

MISCELLANEOUS

9.1 Indemnification.

You shall defend, indemnify, and hold harmless us, and our officers, directors, employees, shareholders, affiliates, agents and suppliers from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorney’s fees and costs) by, or on behalf of, you or any third party or user of the Service, relating to the Services, including, without limitation, 911 Dialing, or any Device.

9.2 No Third Party Beneficiaries.

No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

9.3 Notices.

NOTICES. Notices under this Agreement shall be in writing and delivered to the parties stated herein. Written notification by Exsidio may include, without limitation, electronic notice (including the email associated with your account) and/or notice via an invoice, billing insert or other billing communication sent to you. The effective date of any notice hereunder shall be the date of delivery of such notice and not the date of mailing. The mailing addresses of the parties are set forth below and to be sent via overnight courier with proof of delivery: To Exsidio at Exsidio, Inc., ___________________, with a copy to:____________________________________; and to Customer at the address set forth in the Agreement.

9.4 Governing Law.

The Agreement and the relationship between you and us are governed by the laws of the State of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent herewith, you shall submit to the personal and exclusive jurisdiction of the courts located within the state of California and waive any objection as to venue or inconvenient forum.

9.5 Mandatory Arbitration and No Bench or Jury Trial.

Except those claims falling within the jurisdiction of the Small Claims Court, any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or any portion thereof will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Orange County, CA, The arbitrator’s decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL OR BENCH TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, CALIFORNIA.

9.6 Survival.

All provisions of this Agreement relating to our intellectual property rights, limitation and exclusion of liability and warranties, your indemnification obligations and your obligation to make payments hereunder will survive the termination or expiration of the Agreement.

9.7 No Waiver of Rights

WAIVER. The waiver or modification by us of any term or condition hereof shall not void, waive, or modify any other term or condition. The failure by us to insist, in any one or more instances, upon the performance of any term of the Agreement shall not be construed as a waiver or relinquishment of such right to such performance or to the future performance of such item. A waiver granted on one occasion shall not constitute a waiver of any future occasion. We can delay enforcing any of our rights under the Agreement without losing them.

9.8 Entire Agreement

ENTIRE AGREEMENT. The Agreement (including, but not limited to, all signed and clicked-through agreements, Service Documents, Schedules, Exhibits and Amendments), contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments or understandings related hereto, if any, are hereby superseded. The terms located at a URL referenced in the Agreement are incorporated by reference into the Agreement. Exsidio may provide an updated URL in place of any URL in the Agreement.

9.9 Severability.

If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

9.10  CONFIDENTIALITY.

Neither Party shall, without the prior written consent of the other Party, use or disclose the Confidential Information of the other Party during the Term of the Agreement and for two (2) years following the expiration or termination hereof. As used herein, “Confidential Information” shall mean any non-public information owned or duly licensed by a Party relating to its respective business activities, products, services, financial affairs, technology, marketing or sales plans disclosed related to the Agreement, and received by, the other Party pursuant to the Agreement, including, but is not limited to, the terms and pricing of the Agreement. Confidential Information shall not include information which: (i) is or becomes public knowledge through no breach of the Agreement by the receiving Party, (ii) is received by recipient from a third party not under a duty of confidence, or (iii) is already known or is independently developed by the receiving Party without use of the Confidential Information. Each Party will take all reasonable precautions to protect the other Party’s Confidential Information, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, a Party may disclose Confidential Information:  (i) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and are contractually and/or legally subject to a duty of confidentiality, or (ii) pursuant to legal process; provided that, the disclosing Party shall, unless legally prohibited, provide the non-disclosing Party with reasonable prior written notice sufficient to permit it an opportunity to contest such disclosure.

9.11 FORCE MAJEURE

Neither Party will be held liable for any failure or delay in its performance under the Agreement (other than a failure to comply with payment obligations) due to a Force Majeure Event. “Force Majeure Event” means an event beyond a party’s reasonable control, including but not limited to, acts of war; acts of God; earthquake; flood or extreme weather conditions; embargo; riot; sabotage; or terrorist acts. If a Force Majeure Event prevents the provision of Service for a period of thirty (30) days, either Party may terminate the affected Service by providing thirty (30) days written notice to the other Party.

9.12 ACCESS TO DATA

We back up customer systems on a periodic basis so that we are able to more quickly restore the systems in the event of a failure. These backups are made on a snap-shot basis and, therefore, capture only the information that exists on the system at the time of the backup. In addition, we may destroy all but the most recent backup. These backups may not be available to you or, if available, may not be useful to you outside of the Exsidio environment.

9.13 MAINTENANCE

Customer acknowledges that the Services may be subject to maintenance or repair and agrees to cooperate in a timely manner and provide reasonable access and assistance as necessary to allow such maintenance or repair.

9.14 SECURITY

Exsidio shall use reasonable data center security practices consistent with industry standards. Under the Agreement, Exsidio is a data processor and not a data controller (i.e. you are the data controller).

9.15 COMPLIANCE  

Each Party agrees to comply with all applicable laws and regulations with respect to their rights and obligations under the Agreement. The Services are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements. The Agreement does not create any agency, partnership or joint venture between the parties.

9.16 ASSIGNMENT

You may not assign or otherwise transfer your rights or obligations (or any portion(s) of them) under the Agreement, or delegate your obligations (or any portion(s) of them) to pay amounts you owe us in relation to your use of the Services without our prior written consent. You also may not assign or delegate any claims, rights of action, causes of actions or claims held by you against us without our prior written consent. Any attempt to assign or delegate will be void and of no effect. We may assign any or all of our rights and obligations (or any portion(s) of them) under the Agreement at any time without your consent. Any person to which we assign the Agreement or any right(s) or obligations under it shall be entitled to all such of our rights or obligations so assigned.

9.17 CHANGES/AMENDMENTS TO T&Cs

Exsidio, in its sole discretion, may modify, amend, add, supplement and/or remove any of the T&Cs and/or any related policies and linked terms (URLs) from time to time (“Revisions”) upon written notice to you by any means specified in Section 15 hereof and all such Revisions will be effective thirty (30) days after notice is issued (“Opt-Out Period”) unless you opt out as described in this Section. You may opt out of the Revisions by providing written notice to Exsidio via email at ????? Opt-Out@Exsidio.com????? or via a letter sent via overnight courier with proof of delivery to Exsidio, Inc., Attn: ______________________________________, stating that you are opting out of the Revisions. Your written notification to Exsidio must include your company/entity name, address and account number, the name and position of the person submitting the notification on behalf of you, as well as a clear statement of which Revisions you are opting out of. You must submit your written notice opting out of the Revisions within the thirty (30) day Opt-Out Period, or you shall be deemed to accept the Revisions. Further, Your continued use and/or payment for Services after the thirty (30) day Opt-Out Period shall also be deemed acceptance of all Revisions. If you opt out of any Revisions, Exsidio may (i) immediately terminate the Agreement without penalty or liability to you or (ii) Exsidio may provide notice to you that the opted-out Revisions will not apply to you and the Agreement will then continue under the most recent contract terms for the then-current term.  Until Exsidio provides notice of its election of option (i) or (ii) in the preceding sentence, the Agreement shall continue under its most recent contract terms excluding any Revisions properly opted out by you. This paragraph states your sole and exclusive remedy for any Revisions. Notwithstanding anything to the contrary in this Agreement, Exsidio may make Revisions that it deems are minor or concern products or services which are not currently under contract with you, and such updates shall be deemed effective after the update is posted online, with or without actual notice to you.

By using Exsidio’s services, you agree to be bound by all the terms of this agreement. If you do not agree to all of these terms, you should not use the services.