Terms and Conditions

1. TERMS AND CONDITIONS. These terms and conditions ("Terms and Conditions") are an integral part of the agreement ("Agreement") between DuzzCall Pvt Ltd. ("DuzzCall") and the customer ("Customer") of the DuzzCall services. Any DuzzCall services or products (collectively, the "Services") provided by DuzzCall to Customer shall be governed by the terms and conditions herein. By ordering, purchasing or using the Services, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between Customer and DuzzCall by, among other things, (1) requiring MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY TERMINATION CHARGE and DISCONNECTION FEE; and (3) LIMITING DuzzCall's LIABILITY UNDER THE AGREEMENT.

2. DEFINITIONS. The following terms shall have the meanings set forth below.

2.1 "Agent" means a Customer employee or contractor who may use the Services, the total number of Agents being the maximum number of personnel who may use the Services at any one time.

2.2 "Customer Data" means any data, information or other materials of any nature whatsoever provided to DuzzCall by Customer in the course of implementing or using the Services.

2.3 "Documentation" means user manuals and other documentation relating to the Services, which are made available to Customer by DuzzCall, in the form of recorded documentation on optical or magnetic media, accessible via the Internet or in the form of printed media.

2.4 "Implementation Services" means the services selected by Customer, as indicated on the Service Order, to be provided by DuzzCall in connection with the set up and implementation of the Services. Unless otherwise agreed to in a Service Order, as part of the Implementation Services, Customer will receive limited training in the set up and activation of the Services during the hours from 5:00am to 6:00pm PT Monday through Friday.

2.5 "Initial Payment" means the initial payment set forth in the Service Order consisting of activation fees, the fees for Implementation Services, Equipment and shipping charges (if any), the Service Fees for the first month and other related taxes and fees.

2.6 "Login" means each separate, named individual login account within a Customer account.

2.7 "Professional Services" means work DuzzCall will perform for Customer as specified in individual statement(s) of work ("Statement(s) of Work" or "SOW(s)") to be agreed upon by the parties from time to time on the terms and conditions specified in the Agreement.

2.8 "Service Fee" or "Service Fees" means the monthly or annual fees set forth in the Service Order to be paid by Customer to DuzzCall as consideration for DuzzCall's provision to Customer of the Services.

2.9 "Service Order" means the service order, quote or document agreed upon by Customer and DuzzCall, containing (i) a price and quantity of Services, and Implementation Services to be provided to Customer by DuzzCall under the Agreement, along with associated telecommunications fees; (ii) the Services to be provided; and (iii) such other options provided on the Service Order as Customer may elect to apply to the Services.

2.10 "Service Plan" means the monthly, annual or longer term subscription plan a Customer agrees to in the Service Order.

2.11 "Services" means the products or services that are being provided to Customer as described in the Service Order, including any Additional Services set forth in an addendum to the Service Order accepted by DuzzCall.

2.12 "Software" means any proprietary software (including any documentation relating to such software) owned by, licensed by, or which DuzzCall has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used in or used to provide the Services.

3. DuzzCall PRODUCTS AND SERVICES. During the Initial Term or Renewal Term of this Agreement, DuzzCall will provide the Services, set forth in the Service Order, including telephone and other equipment (collectively, "Equipment") subject to the terms and conditions herein. DuzzCall hereby grants Customer access to the Services for use by the number of Agents and Logins set forth in the Service Order, for Customer's own internal business purposes, which shall be deemed to include activities Customer may perform on behalf of its own customers. Subject to the terms and conditions herein, DuzzCall grants Customer the right to use the Documentation in connection with its use of the Services.

3.1. CONDITIONS. Customer acknowledges and agrees that DuzzCall's obligations to provide the Services are expressly conditioned upon (i) Customer's payment of the fees for Professional Services and all Service Fees as and when due, and (ii) Customer adherence to the technical requirements for the Services set forth in the Documentation for the Services made available to Customer by DuzzCall, as the same may be updated by DuzzCall from time to time.

3.2. ADDITIONAL SERVICES. At Customer's option, the number of Services may be increased at any time during the Initial Term or Renewal Term (any such increase, "Additional Services") by Customer entering into an addendum to its Service Order that sets forth the specific Additional Services desired. Each addendum to a Service Order shall be subject to DuzzCall's acceptance, which shall be deemed given if DuzzCall thereafter provides the Additional Services. Upon acceptance by DuzzCall, such Service Order addendum shall be deemed an amendment to the Agreement, subject to all of the terms and conditions herein, and the Service Fees shall be increased to reflect the Additional Services, subject to the same pricing and payment terms as are set forth in the Service Order. Additional Services shall be provided for a term that is coterminous with the Initial Term or Renewal Term of the Agreement.

3.3. IMPLEMENTATION SERVICES. DuzzCall will use commercially reasonable efforts to perform the Implementation Services covered in the Initial Payment.

3.4. ADDITIONAL PROFESSIONAL SERVICES. If Customer requests Professional Services, such as support services not provided under this Agreement, training, or other consulting services, DuzzCall may (but has no obligation to) provide such Professional Services or recommend appropriate outside consultants. If DuzzCall agrees to provide such additional Professional Services at Customer's request, fees for such Professional Services may be provided pursuant to a fixed fee or DuzzCall 's standard time and material rates as provided in an agreed upon Service Order or SOW, or addendum to the same.

4. TERM.

4.1. INITIAL TERM. The initial term of this Agreement ("Initial Term") begins on the date that Customer enters into the Agreement and continues in force and effect for a one-year period unless another term of service is agreed upon in the Service Order or Customer has entered into a multi-year master service agreement with DuzzCall.

4.2. RENEWAL. Except as set forth in Section 4.3, at the end of the Initial Term, the Agreement is automatically renewed for an additional one year period (a "Renewal Term"), and shall be renewed at the end of each Renewal Term for an additional one-year Renewal Term, at the then-current rates unless Customer provides DuzzCall, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to cancel the service.

4.3. MONTH-TO-MONTH RENEWAL. Instead of renewal under Section 4.2 or cancelation, a Customer shall have the option, upon expiration of the Initial Term or any Renewal Term, to renew the Agreement on a month-to-month basis at the list price offered for the Services. Customer will be converted to a month-to-month basis if Customer provides to DuzzCall, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to convert to month-to-month service.

5. TERMINATION.

5.1. TERMINATION FOR CONVENIENCE. Either party may terminate the Agreement upon thirty (30) days' notice of termination to the other party. In accordance with Section 10.7, in the event of termination by Customer under this Section 5.1 during the Initial Term or any Renewal Term, an early termination charge will apply and disconnection fees and other charges may also apply. Any Equipment returned in conjunction with a cancelled Service Order or termination under this clause may also be subject to a restocking fee. If Customer transfers or ports a Number or Ported Number (as defined in Section 12) to another service provider, Customer must notify DuzzCall in order to cancel any Services related to such Numbers or Ported Numbers or service charges will continue.

5.2. IMMEDIATE TERMINATION. DuzzCall shall be entitled, in good faith, and in its reasonable discretion, to suspend, terminate or change the Services without advanced notice for Customer's material breach of the Agreement, suspected fraud or any misuse of the Services that adversely affects the Services, DuzzCall, DuzzCall's network or other Customers' use of the Services. DuzzCall may require, and if required, Customer shall pay, an activation fee as a condition to changing or resuming a suspended or terminated account. In accordance with Section 10.7, in the event of termination by DuzzCall under this Section 5.2 during the Initial Term or any Renewal Term, an early termination charge will apply and disconnection fees and other charges may also apply.

5.3. EFFECT OF TERMINATION ON FEES. Upon termination of this Agreement, in addition to any applicable early termination charge, disconnection fees and other charges under Section 10.7, Customer shall be responsible for the full monthly Service Fees for the month in which termination occurs, the following month and any applicable usage charges. Expiration or termination of the Agreement does not alleviate Customer of responsibility for paying all unpaid, accrued charges due hereunder.

6. Other Service Limitations.

6.1. AVAILABILITY. Customer acknowledges and agrees that the Services will not be available 100% of the time. Credit allowances for interruption of the Services shall not be provided.

6.2. TEXT MESSAGING LIMITATIONS. Text Messages addressed to international destinations outside of US and Canada will not be supported. The Text Message Services support transmission of Text Messages from a single device to another single device, and do not support group messaging. In the event that a transmitted Text Message is destined for an address connected to a third party network and that network is unreachable at the time delivery is attempted, the Text Message will be stored and queued for future delivery. Further delivery attempts will be performed based on a configurable time schedule with a specified reasonable number of attempts. DuzzCall will employ commercially reasonable efforts to minimize lost data from the bodies of Text Messages.

6.3. CRITICAL SAFETY APPLICATIONS. Customer understands that the Services are not authorized for use in critical safety or other applications where any failure may reasonably be anticipated to result in bodily injury, loss of life or catastrophic damage to property.

7. EQUIPMENT. To provide the Services, DuzzCall may provide Equipment to Customer. All Equipment shipments are F.O.B. shipping point. DuzzCall's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to Customer upon delivery to carrier. Customer will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Services. Customer shall be required to obtain authorization from DuzzCall to return any Equipment. DuzzCall will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. DuzzCall will not cover replacement for lost, stolen or modified Equipment. Equipment returned by Customer that is not covered under warranty may be refused by DuzzCall, and Customer will be responsible to pay return shipping charges. DuzzCall may refuse to provide Services to any party that has purchased refurbished DuzzCall equipment from a third party.

8. CUSTOMER DATA. Customer hereby grants, subject to Section 22 (Privacy), to DuzzCall a non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Services to Customer. Except as expressly provided in this Section, Customer grants to DuzzCall no right, title, interest, or license in the Customer Data, and Customer hereby reserves for itself and its licensors all rights in and to all Customer Data. Notwithstanding the foregoing, DuzzCall shall be permitted to disclose Customer Data to third parties as and to the extent required by law (including, without limitation, pursuant to a court order or subpoena).

9. BILLING, CHARGES AND PAYMENT.

9.1. PAYMENT OF SERVICE FEES. Customer will pay the Service Fee for Services ordered by Customer, and all other amounts due under the Agreement, pursuant to the terms of this Section 10. All fees, including Service Fees, payable under the applicable Service Plan shall be non-refundable and non-creditable.

9.2. CREDIT TERMS. All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by DuzzCall. Customer will provide such credit information or assurance as is requested by DuzzCall at any time. DuzzCall, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

9.3. BILLING. DuzzCall will provide Customer with a monthly on-line billing statement for the Services provided each calendar month and bill all charges invoiced to Customer's account. Such charges shall include activation fees, monthly Service Fees, shipping charges, disconnection fees, Equipment charges, toll charges, taxes and any other applicable charges. Monthly Service Fees are paid in advance of each month's Service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. Unless otherwise specified by DuzzCall, billing for monthly Service Fees commences upon ordering of the Services. The first month's Service Fee shall be prorated to take into account any partial calendar month that may occur as the result of the date monthly Service Fees are initiated.

9.4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment, DuzzCall may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the greater of ten dollars ($10.00) or 1.5% per month (but in any event no greater than the maximum amount permitted by law). A fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.

9.5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides DuzzCall with an appropriate exemption certificate. If any amounts paid for the Services are refunded by DuzzCall, applicable taxes may not be refundable.

9.6. REGULATORY RECOVERY FEE. A regulatory recovery fee will be charged monthly to offset costs incurred by DuzzCall in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The regulatory recovery fee will apply to every Number and Ported Number (as defined in Section 12), including toll free and virtual numbers.

9.7. EARLY TERMINATION CHARGE, DISCONNECTION FEES AND OVERAGE FEES.

A. EARLY TERMINATION CHARGE. UNLESS OTHERWISE PROVIDED FOR IN THE AGREEMENT, If a Customer terminates the Agreement, or some of the Services provided under the Agreement, before the end of the Initial Term or any Renewal Term (the "Terminated Term"), DuzzCall will charge Customer, and Customer will pay, an early termination charge equal to 100% of the Monthly Service Fee for the terminated Service(s) multiplied by the number of months remaining in the Terminated Term on the date of termination. This early termination charge is in addition to the full Monthly Service Fee payable under Section 5.3 for the month of termination.

B. DISCONNECTION FEES. In lieu of the early termination charge contemplated by paragraph (A) above, DuzzCall may, in its sole discretion, charge the following disconnection fees:
If a Customer terminates a Service Plan (excluding a Plus Extension) associated with Equipment within four (4) months of the initial purchase of the Services, DuzzCall shall charge a service disconnection fee equivalent to the list price of each item of Equipment minus any fees paid expressly for Equipment at the time of the initial purchase.
If a Customer terminates a Service Plan (excluding a Plus Extension) associated with Equipment within twelve (12) months of the initial purchase of the Services, DuzzCall shall charge a service disconnection fee of fifty-nine dollars and ninety-nine cents ($59.99) for each item of Equipment.
If a Customer terminates a Plus Extension Service Plan within twenty-four (24) months of the initial purchase of the Services, DuzzCall shall charge a disconnection fee of two hundred dollars ($200.00) for each Plus Extension.
If a Customer terminates an Extended Payment Plan within twenty-four (24) months of the initial shipment of the related Equipment or such other Initial Term specified in the Service Order, Customer shall immediately pay to DuzzCall the monthly amount due for the subject Equipment multiplied by the number of months remaining in the terminated Extended Payment Plan term on the date of termination.
In the event the foregoing disconnection fees exceed the early termination charge otherwise applicable under paragraph (A) above, such disconnection fees shall automatically be charged in lieu of the early termination charge. Disconnection fees shall be invoiced to Customer when Customer notifies DuzzCall of the cancellation of the Services. The Virtual Office Pro Softphone Edition and Virtual Office Solo plans are on month-to-month agreements and are not subject to the disconnection fee.

C. OVERAGE AND OTHER CHARGES. If the Terminated Term is the Initial Term, DuzzCall will also charge Customer, and Customer will pay, any unpaid non-recurring charges waived at the beginning of the Initial Term. DuzzCall reserves the right to charge overage fees when Customer exceeds the usage limits on applicable services, including, but not limited to, recording services on Virtual Meeting licenses and Virtual Office Pro extensions.

D. SERVICE DOWNGRADES. A Customer may not reduce the number of lines or seats, or the number of services, provided under a Service Plan during the Initial Term or any Renewal Term without DuzzCall's consent unless otherwise provided in the Agreement. Any reduction in the number of lines or seats under a Service Plan shall be treated as a termination of Service under this Section 10.7 with respect to those lines or seats. Any reduction or downgrading of Services shall be treated as a termination of Service under this Section 10.7 with respect to the applicable Services. DuzzCall's acceptance of any proposed reduction in lines, seats or services shall not release customer from its obligations to pay applicable fees and charges under this Section 10.7 unless DuzzCall expressly agrees in writing to waive such fees and charges.

9.8. RATE CHANGES. Rates will not be increased during the Initial Term, with the exception of tax or fee changes and international toll calling rates. Otherwise, DuzzCall may change the prices for the Services, toll charges, fees and taxes, from time to time. In the event of a change in prices or toll charges, DuzzCall will post such changes to its website currently located athttps://www.DuzzCall.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates. The Service Fees effective upon any renewal of the Agreement shall be DuzzCall's then-current Service Fees for the applicable Services.

9.9. DISCOUNTS. From time to time in its sole discretion, DuzzCall may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to DuzzCall upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for services retroactively. Promotions may be changed at DuzzCall's sole discretion.

9.10. BILLING DISPUTES. Customer must dispute any charges for the Services in writing to DuzzCall within thirty (30) days of the date of the charge by DuzzCall. If Customer fails to provide a written statement disputing the charges within such time, Customer waives any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to claims@duzzcall.com

10. TOLL CHARGES. Every call using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Service Plan, which DuzzCall will include in bills and Customer will pay. For Customers subscribed to Virtual Contact Center ("VCC") Services, every PSTN call to or from a VCC tenant and to or from a VCC agent is subject to applicable toll charges at DuzzCall's then current rates or as otherwise specified in a Service Order. Calls to a non-DuzzCall telephone phone number outside the United States and Canada will be charged at the current rates published on the DuzzCall website. The duration of each call is to be calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent When Customer dials an international PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by a Customer to an international mobile, rather than landline, or premium rate telephone number, may result in higher toll charges. Charges to Customer for inbound toll free numbers are subject to the geographic restrictions and location of the person calling into the toll free number.

11. TELEPHONE NUMBER. Any telephone number provided by DuzzCall ("Number") to Customer shall be leased and not sold. Customer will not use the Number with any other device other than the Equipment without the express written permission of DuzzCall. Except with regard to telephone numbers which had been assigned to Customer by another service provider and then ported to DuzzCall ("Ported Numbers"), DuzzCall reserves the right to change, cancel or move Numbers in its reasonable discretion. Upon termination of the Services under Section 5.1 and at Customer's request, DuzzCall will employ commercially reasonable efforts to assist Customer to port out the Numbers and the Ported Numbers and DuzzCall will charge a port out fee of $5.00 per Number or Ported Number. Customer acknowledges that the porting of all Numbers and Ported Numbers is dependent upon the cooperation of third parties not under the control of DuzzCall.

12. MONITORING SERVICES USE. Customer agrees that DuzzCall is entitled to monitor Customer's use of Service, at DuzzCall's expense. Customer may also be subject to a preliminary fraud review and approval process for select DuzzCall services.

13. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. Customer shall not modify the Equipment in any way without the express written permission of DuzzCall. Customer shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, Customer is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue to use the Services. Replacement charges will be based on the fair retail price of Equipment, plus applicable shipping costs and taxes. Customer shall immediately notify DuzzCall of any lost or stolen Equipment and shall cooperate with DuzzCall in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At DuzzCall's sole option, failure to report lost or stolen Equipment in a timely manner will cause Customer to be responsible for all Service Fees accrued until the time that DuzzCall is informed of the loss or theft and DuzzCall is entitled to terminate the Services and Agreement following Customer's breach of this Section. Equipment not provided by DuzzCall shall not be used by Customer unless specifically agreed to in writing by DuzzCall. Equipment not provided by DuzzCall shall not be supported by DuzzCall.

14. PROHIBITED USES.

14.1. GENERAL. Any use of the Services or any other action that causes a disruption in the network integrity, or threatens or compromises the security of DuzzCall, its vendors, or the Services whether directly or indirectly, is strictly prohibited and permits DuzzCall to terminate the Services and the Agreement without prior notice at the sole discretion of DuzzCall. Customer will not use the Services in ways that violate requirements in applicable agreements (including but not limited to privacy and security requirements imposed by Customer's financial institutions such as the Payment Card Industry Data Security Standard), violate applicable laws (including but not limited to laws prohibiting transmission of unsolicited fax advertisements or laws on obtaining third party consent for call recording), infringe the rights of others, or interfere with the users, Agents, services, or equipment of the network. DuzzCall shall have the right, in its sole, but reasonably exercised discretion, not to accept, transmit or deliver any messages and/or content that it reasonably believes contains inappropriate content or that is, or could reasonably become, the subject of any legal, regulatory, or other governmental proceeding or process, including without limitation a law enforcement proceeding, process, or inquiry. Customer acknowledges that neither DuzzCall nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. Any use found to be inconsistent with the restrictions of this Section 15 will result in termination of the Services without prejudice to any other remedies DuzzCall may have. DuzzCall may request a valid business license from Customer upon reasonable suspicion of misconduct by Customer, and failure to provide a valid business license may result in termination of Service.

14.2. REASONABLE BUSINESS USE. Customer agrees, represents, and warrants that it is purchasing the Services and the Equipment (if any) for its own internal use only, and shall not resell, transfer or charge for the Services or the Equipment without the advance express written permission of DuzzCall. DuzzCall's Service Plans that offer unlimited minutes of PSTN calls ("Unlimited PSTN Plans"), unlimited faxing or unlimited Text Messages are for reasonable business use of Customer only. Such use shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous or extensive chat, continuous connectivity, fax or Text Message broadcast or blasting, telemarketing (including without limitation charitable or political solicitation or polling), call center operations (except with respect to Customer's use of subscribed to VCC Services), junk or Text Message faxing, fax spamming, calling/faxing/Text Messaging any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage. Customer will not use the Services to send unsolicited commercial e-mail or Text Messages to recipients outside Customer's organization. Customer shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. Customers further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law. Without limiting any other remedies hereunder, DuzzCall reserves the right to immediately terminate or modify the Services of any Customer using Unlimited PSTN, fax or texting Service Plan if DuzzCall determines, in its sole discretion, that Customer is not using such plan for Customer's reasonable business use.

15. USE, STORAGE AND OTHER LIMITATIONS. DuzzCall reserves the right to establish or modify general practices and limits concerning use of the Services and Software. Where practical, DuzzCall will provide Customer with prior notice of such new or modified practices.

16. ELECTRONIC RECORDING. Customer acknowledges and understands that there are federal and state statutes governing the electronic recording of telephone conversations and that DuzzCall will not be liable for any illegal use of the service. Because Customer circumstances vary widely, Customers agrees to carefully review its own circumstances when deciding whether to use the recording features of the service and it is Customer's responsibility to determine if the electronic recordings are legal under applicable federal and state laws. When using electronic recording features, Customer agrees to use one of the DuzzCall recommended call recording notices, although such use does not relieve Customer from the obligation to comply with applicable laws. DuzzCall is not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by Customer, whether legal or illegal, and Customer will indemnify and hold DuzzCall harmless for any claims, damages, fines, or penalties arising out of Customer's failure to adhere to applicable electronic recording laws. DuzzCall's electronic recording policy at https://www.DuzzCall.com/terms-and-conditions/recording-laws provides additional information on electronic recording and is incorporated by reference in the Agreement as if fully set forth. Customer agrees that DuzzCall may, at its sole discretion, record any call between DuzzCall and Customer for DuzzCall quality control purposes.

17. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF CUSTOMER COMMUNICATIONS.Customer is solely responsible for maintaining the confidentiality of Customer's Login, and will not transfer Customer's Login, email address or password, or lend or otherwise transfer use of or access to the DuzzCall Services, to any third party. Customer is solely responsible for any and all activities that occur under Customer's account. Customer will comply with applicable foreign, federal, state, and local law in its use of the Services, including but not limited to laws regarding online behavior, acceptable content, the import or export of Equipment and the transmission of information under applicable export laws. Recognizing the global nature of the Internet, Customer also agrees to comply with applicable local rules or codes of conduct (including, if applicable, codes of conduct or policies imposed by employers) regarding online behavior and acceptable content. Use of the Services is void where prohibited. Customer will immediately notify DuzzCall of any unauthorized use of Customer's account or any other breach of security related to Customer's account or the DuzzCall Services. Customer will complete a "log off"/exit from Customer's account (if applicable) at the end of each session. DuzzCall is not liable for any loss or damage arising from Customer failure to comply with any of the foregoing obligations. In consideration for using the DuzzCall Services, Customer will: (1) provide certain current, complete, and accurate information about Customer when prompted to do so by DuzzCall and the Services, and (2) maintain and update this information as required to keep it current, complete and accurate. Customer warrants that any such information will be accurate. Customer agrees that Customer is solely responsible for the content of all visual, written or audible communications ("Content") sent by Customer or displayed or uploaded by Customer in using the Services. Customer acknowledges that neither DuzzCall nor its vendors are responsible for any Content. Customer retains copyright and any other rights already held in Content that Customer submits, posts or displays on or through, the Services. Customer understands and agrees that by displaying, exchanging or uploading Content to a DuzzCall website, transmitting Content using the Services or otherwise providing Content to DuzzCall, Customer automatically grants (and warrants and represents that Customer has a right to grant) to DuzzCall a world-wide, royalty-free, sub-licensable (so DuzzCall affiliates, contractors, resellers and partners can deliver the Services) license to use, modify, publicly perform, publicly display, reproduce and distribute the Content solely in order to provide the Services to Customer, including associates websites ("Sites").

18. RESPONSIBILITY FOR CONTENT OF OTHERS. Customer acknowledges that Agents or other users of the Services ("Users") may violate one or more of the above prohibitions, but DuzzCall assumes no responsibility or liability for such violation. If Customer becomes aware of misuse of the Services by any person, please contact DuzzCall Customer Support at 1-866-879-8647. DuzzCall may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User or Agent profiles and/or Login. However, because situations and interpretations vary, DuzzCall also reserves the right not to take any action. Under no circumstances will DuzzCall be liable in any way for any data or other content available on a Site, viewed or actions taken while using the Services, including, but not limited to, any errors or omissions in any such data, content or activity or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data, content or activities incurred from the actions taken on a Site. DuzzCall does not endorse and has no control over what Users or Agents post, submit to or do on a Site. Customer acknowledges that DuzzCall cannot guarantee the accuracy of any information submitted by any Agent or User of a Site, nor any identity information about any Agent or User. DuzzCall reserves the right, in its sole discretion, to reject, posting or other data, or to restrict, suspend, or terminate any User's or Agent's access to all or any part of any Site at any time, for any or no reason, with or without prior notice, and without liability. DuzzCall reserves the right to investigate and take appropriate action against anyone who, in DuzzCall's sole discretion, is suspected of violating this Agreement, including without limitation, reporting Customer or any User to law enforcement authorities.

19. CHANGES TO THE AGREEMENT, SERVICES OR SERVICE PLAN. DuzzCall reserves the right to make changes to the terms and conditions of these Terms and Conditions and/or the Services ("Change of Service") from time to time. In the event of a Change of Service, DuzzCall will post to the website currently located at https://policies.duzzcall.com/terms.