DirectVoice, LLC ("DirectVoice") is committed to your privacy. We obey all state and federal laws and regulations in the United States applicable to our use and disclosure of your information. Except as set forth in this Privacy Policy, we will not trade, sell, or disclose to any third party any form of PII (as defined below) without your consent and we will not disclose or make available any PII to any third parties seeking to market third party products without your consent. We have set forth this Privacy Policy to explain to you how we collect and use information from our customers who use services and products from DirectVoice ("Customers") and from visitors to our Web sites and from potential customers who have communicated, made contact, or interacted with DirectVoice ("Visitors"), both in connection with online and offline services and products offered by DirectVoice.
DirectVoice shall collect personally identifiable information, including but not limited to name, physical address, email address, telephone number, credit card information, and other personal information (collectively, "PII"), from Customers when initiating service and in connection with the provision or marketing of products and services. DirectVoice may collect PII from Visitors in connection with any visit to our Web sites, any communication about our services and products, or other transactions or interactions with DirectVoice.
DirectVoice may also collect non-personally identifiable information from Customers and Visitors regarding usage of our services or our Web site ("Non-PII"). Non-PII may include Web site pages viewed, time spent using certain services, demographic data, cookies, and other information which does not specifically identify any one individual.
"Cookies" are pieces of information that may be placed on your computer by a web site for the purpose of facilitating and enhancing your communication and interaction with that web site. Many web sites use cookies for these purposes. We may use cookies to customize your visit to our web sites and for other purposes to make your visit more convenient or to enable us to enhance our service.
In addition to our cookies, we and our vendors and contractors may also use clear gifs, Web beacons, and third party cookies to improve the performance of our web sites, provide certain features such as advertising, or to anonymously track usage of our web sites and the online activity of users. In addition, we may use such devices in our HTML-based emails to track the usage of such emails in much the same manner as usage of our web sites is tracked.
You may stop or restrict the placement of cookies on your computer, including third party cookies, or flush them from your browser by adjusting your web browser preferences, in which case you may still use our web site, but it may interfere with some of its functionality.
DirectVoice believes that Spyware is a threat to consumer privacy and a consumer's experience online. Therefore, we forbid any DirectVoice employee, agent, partner, affiliate, or contractor from intentionally deploying or using Spyware (as defined in this policy) on behalf of DirectVoice. Spyware refers to any executable software application that is installed on a user's personal computer and covertly gathers and transmits PII through the user's Internet connection without the knowledge or consent of the user. Cookies and Web beacons are not considered Spyware. Spyware may gather PII, such as e-mail addresses and credit card information, and may even alter personal computer settings. Intentional use of Spyware by any DirectVoice employee, agent, partner, or affiliate on DirectVoice's behalf will not be tolerated and will be considered grounds for dismissal, contract termination, and/or loss of payment.
DirectVoice will use PII to (1) market products and services to Customers and Visitors that DirectVoice believes may be of interest to them, (2) provide services and products requested by Customers and Visitors and (3) enable its vendors, contractors and partners to provide and assist DirectVoice in the marketing and provision of such services and products to DirectVoice, Customers, or Visitors or to participate in joint marketing offers with DirectVoice. In our contracts with vendors, contractors and partners, we require them to protect PII and to limit their use of such information to the purposes for which it is provided. They may not use this information for their own independent marketing purposes. If you purchase products and services offered jointly by DirectVoice and one of our partners, PII may be received and shared by both DirectVoice and our partner. Each company's privacy policy may apply. However, we will not share your credit card information with any third parties unless they are involved in processing payments for services that you have purchased from DirectVoice. DirectVoice only works with partners whom webelieve maintain high standards with respect to privacy and consumer rights.
DirectVoice may also use and disclose PII to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of our service or network, to investigate fraud or violations of our Terms of Service as required by courts or administrative agencies or in connection with a sale, merger, or reorganization of DirectVoice's business.
In the course of providing services to you, we collect and maintain certain customer proprietary network information ("CPNI"). CPNI includes the types of services you currently purchase, related usage and billing information for those services. Your telephone number, name, and address are not CPNI. We value our relationships with our customers and are committed to respecting and protecting your CPNI. Accordingly, we do not sell, trade, or share your CPNI, including your calling records outside of DirectVoice or with anyone not authorized to offer our products or services, or to perform functions on our behalf except as authorized by you or required by law. Generally, we can use your CPNI to offer additional services to you, and for billing and collections purposes. We can also disclose your CPNI for legal or regulatory reasons, including in response to subpoenas and court orders, without your prior knowledge or consent. We can also use CPNI to investigate fraud and to prevent violation of our Terms of Service and unlawful use of our network, services, and other customers.
DirectVoice has invested and deployed a wide variety of technology and security features to make reasonable efforts to ensure the privacy of information on its network. In addition, DirectVoice has implemented operations guidelines to ensure Customer and Visitor privacy is safeguarded throughout its organization. DirectVoice will continue to revise policies and implement additional security features as new technologies becomes available. However, no system or service can give a 100% guaranty of security, especially a service that relies upon the public Internet. Therefore, you acknowledge the risk that third parties may gain unauthorized access to your information when using or accessing our services and our network.
DirectVoice will not read, listen to or disclose to any third parties private conversations, or other communications that are transmitted using DirectVoice services except as required to ensure proper operation of services or as otherwise authorized by law, or with your prior consent. Your call(s) may be monitored or recorded for quality assurance or training purposes.
You should be aware that any PII which you voluntarily include and transmit through publicly accessible forums (i.e., such as chat rooms, blogs, instant messages, listservs) may be viewed and used by anyone with access to such forums. DirectVoice is unable to control such uses of your PII, and by using such services, you assume the risk that the PII provided by you may be viewed and used by third parties.
There may be times where DirectVoice is required to remotely access your system in order to reboot the Service or to alter, enhance or otherwise modify the Service’s programming. Customer acknowledges this fact and consents to such remote access under these limited circumstances. DirectVoice will use its best efforts to provide Customer with advance notice of any remote access.
Subject to certain security requirements, DirectVoice will do its best to honor requests from Customers for their own account information, including name, address, company, or billing information. The Customer is responsible for ensuring that the information on file with DirectVoice is current and accurate.
DirectVoice does not sell products or services for purchase by children. DirectVoice does not knowingly solicit or collect PII from children or teenagers under the age of eighteen. If you believe that a minor has disclosed PII to DirectVoice, report this to us at policies@directsocialnetwork.com.
DirectVoice has zero tolerance for spam. Spam complaints will be dealt with seriously and can result in losing DirectVoice privileges and even suspension or termination of a customer's account. If you receive spam and want to report it to DirectVoice, please forward the email you have received to voice@directsocialnetwork.com.
If you do not want your PII used by DirectVoice for any direct marketing purposes, then you may opt-out of such disclosures by calling us at 1-865-221-7900.
However, we are not responsible for removing your PII from the lists of any third party who has previously been provided your information in accordance with this policy. Since DirectVoice must use a Customer's PII in order to provide them with DirectVoice services, Customers cannot opt-out of all uses of their PII unless they cancel their service.
We reserve the right, at our discretion, to change, modify, add, or remove portions from this policy at any time by posting such changes here. You should review this policy regularly for changes, and can easily see if changes have been made by checking the Effective Date below. However, if at any time in the future we plan to use PII in a way that differs from this policy, we will post such changes here and provide you the opportunity to opt-out of such differing uses. Your continued use following the posting of any changes to this policy means you accept such changes.
For Customers, this Privacy Policy is subject to the DirectVoice Terms of Service or other agreements between you and DirectVoice. If you are a Customer, please refer to the Terms of Service or such other agreements regarding certain rights and limitations with respect to your use of DirectVoice's services.
Our service is maintained in the United States of America. By using our services, you authorize the export of PII to the USA and its storage and use by DirectVoice or its vendors, contractors and partners, anywhere in the world, as specified in this policy.
This Privacy Policy was last updated on February 17, 2014.
THIS SERVICE AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMER’S USE OF THE DIRECTVOICE SERVICES. READ THIS AGREEMENT CAREFULLY, IN ITS ENTIRETY, BEFORE ACCESSING, INSTALLING, DOWNLOADING, OR USING THE DIRECTVOICE SERVICE. BY ACCESSING, INSTALLING, DOWNLOADING, OR USING THE DIRECTVOICE SERVICE, OR AUTHORIZING OTHERS TO DO SO, CUSTOMER, ON BEHALF OF ITSELF AND THE ENTITY FOR WHOM IT IS ACCESSING, INSTALLING, DOWNLOADING, OR USING THE DIRECTVOICE SERVICE (HEREINAFTER REFERRED TO INTERCHANGEABLY AS “YOU” AND “CUSTOMER”), AGREE TO THESE TERMS AND CONDITIONS AND CREATE A BINDING CONTRACT BETWEEN YOU AND DIRECTVOICE LLC (“DIRECTVOICE”). YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. ACCESSING, INSTALLING, DOWNLOADING, OR USING THE DIRECTVOICE SERVICE WILL CONSTITUTE YOUR ASSENT TO THIS AGREEMENT (OR RATIFICATION OF PREVIOUS ASSENT). IF YOU DO NOT HAVE SUCH AUTHORITY, ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT, OR DO NOT WISH TO BE BOUND BY THE TERMS CONTAINED IN THIS AGREEMENT, DO NOT ACCESS, INSTALL, DOWNLOAD, OR USE THE DIRECTVOICE SERVICE.
1.1 Services Provided. DirectVoice will provide the Customer with the particular service(s) ordered by Customer via the DirectVoice website and the applicable DirectVoice Service Description, which is available at www.directsocialnetwork.com. The “DirectVoice Service Description” is the description of DirectVoice’s standard Service then current as of the date of Customer’s ordering of the DirectVoice Service (hereinafter referred to as “Service”). Customer’s service order and any future orders (collectively referred to as “Service Order”) shall be automatically incorporated into this Agreement effective as of the date of such Service Order.
1.2 Additional Terms. In order to obtain additional features of the DirectVoice Service and/or equipment offerings, Customer will be required to agree to additional terms (the “Additional Terms”) above those stated herein, which will be automatically incorporated into this Agreement effective as of such agreement and will apply with respect to Customer’s use of such specific additional feature or features elected.
1.3 Changes to the Service. DirectVoice may at its sole discretion modify the aspects, features, or functionality of the Service without prior notice.
The Service is sold with an initial term of two years (“Initial Term”) which shall automatically renew each year after the Initial Term, for one year (“Renewal Terms”) at each anniversary thereof unless extended as part of a Customer requested service modification requiring such extension or terminated by Customer by providing DirectVoice with its notice of intent to terminate its service not less than thirty (30) days prior to the expiration of the then current (Initial or Renewal) in effect at that time and in accordance with Section 20, Termination. The Service and Initial Term commences upon Customer’s execution of a Service Order, such ordering of the DirectVoice Service accomplished at www.directsocialnetwork.com.
3.1 System Requirements. In order to use the Service, Customer must, at Customer’s own expense, provide and utilize one or more industry standard, Service compatible devices, high speed broadband access, and certain software, and may be required to obtain updates or upgrades to the foregoing from time to time. Customer’s ability to use the Service may be affected by the performance of these items. Customer acknowledges and agrees that system requirements for the Service may change from time to time and that adherence to the system requirements is Customer’s responsibility. Customer is responsible for ensuring that its networks and systems are adequately secured against unauthorized intrusion or attack and for regularly backing up its data and files in accordance with good computing practices.
3.2 DirectVoice Equipment. To use the DirectVoice Service, Customer must also purchase certain DirectVoice equipment, as set forth in Attachment 1 to this Agreement.
3.3 Registration. Customer is required to register prior to using the Service. Customer agrees that any registration information shall be accurate, correct, and up to date, and Customer agrees to maintain and promptly update its registration information, including but not limited to the physical location of each user. Customer and/or its representative must be of legal age to enter into a binding contract in order to register for the Service. Customer shall be responsible for maintaining the security of any required user names and passwords (including both for the Account Administrator and users) and shall not disclose them to any third party. Customer shall be solely responsible to DirectVoice for all activities that occur under Customer’s account or subscription, including any unauthorized use. Customer agrees to notify DirectVoice immediately via the “Support” section of www.directsocialnetwork.com or via calling 1-865-221-7900 upon becoming aware of any unauthorized use of Customer’s password, account, or subscription.
3.4 Privacy. DirectVoice’s privacy policy is located at www.directsocialnetwork.com. Customer agrees to the use of Customer’s data in accordance with DirectVoice’s privacy policy. Without limiting the generality of the foregoing, DirectVoice may provide its third party providers and referral companies who provide DirectVoice services related to the Service with certain Customer data such as Customer name, address, and number of subscribers, however, under no circumstances will such information include any personally identifiable information that Customer has not agreed to be provided to such third parties.
3.5 Scope of Use/ Fair Usage. Customer shall use the Service only as permitted in this Agreement and in accordance with applicable laws and regulations, including but not limited to laws regarding the export of data or software. Customer shall use the Service only for its internal business purposes. Customer’s use of the Service may be subject to certain restrictions and limits, including without limitation as to conference ports, number of users per subscription, and storage, which if applicable will be communicated by DirectVoice. If DirectVoice determines that Customer has violated or is in violation of this provision, DirectVoice will so notify Customer and may, in its sole discretion, terminate Customer’s Service. In the event of such termination Customer shall remain bound by its payment obligations for the remainder of the then current (Initial or Renewal) Term of the Agreement. Customer may not transfer its Service subscription to any other company or entity.
3.6 Prohibited Uses. Customer agrees not to use the Service in a manner that is actually or potentially libelous, threatening, harmful, harassing, indecent, obscene, in violation of the intellectual property rights of any party, or is otherwise unlawful under any applicable law or regulation. Customer agrees not to engage in any activity that interferes with or disrupts the Service or associated servers, networks, or software; prevents or restricts other customers from using the Service; or damages any DirectVoice or third party property. Customer agrees not to reproduce, duplicate, copy, sell, trade, or resell the Service provided under Customer’s account(s). Customer agrees not to use the Service for autodialing or predictive dialing; continuous or extensive call forwarding; constant dialing; iterative dialing; fax broadcast; fax blasting; junk faxing; fax spamming; transmitting broadcasts or recorded material; sending unsolicited messages or advertisements; telemarketing; sending bulk and/ or junk email, voicemail, or faxes; call center operations or other bulk call-in lines; taking any action to attempt to mislead others as to the identity of the sender or the origin of any communication; or any other activity outside the scope of reasonable internal business usage. Customer agrees not to (1) re-classify or re-originate traffic or take any other action to intentionally make traffic appear as if it: (i) is anything other than the type of traffic delivered to such called party (including but not limited to making TDM originated traffic appear to be IP originated) or (ii) originated from a place or on a type of equipment different from the place or type of equipment from where it, in fact, originated; or (2) modify, alter, or delete in any manner calling party number information, originating point codes, or any other signaling information or call detail in connection with the transport and termination of traffic to the called party. Customer agrees not to access or attempt to access the Service by any means other than the interface provided by DirectVoice, including but not limited to any automated means such as the use of scripts or web crawlers. Customer agrees not to use any trademark, service mark, trade name, or logo of any company or organization in conjunction with the Service in a manner that is likely or intended to cause confusion about the owner or authorized user of such mark, name, or logo.
3.7 DirectVoice’s Remedies for Prohibited Use. DirectVoice may take any lawful action it deems appropriate with respect to prohibited use of the Service or other use of the Service that it deems to be inappropriate, in violation of this Agreement, or potentially disruptive to the Service or DirectVoice’s network, DirectVoice’s rights and interests, or the rights of other customers. DirectVoice’s Remedies for Customer’s prohibited use of the Service, includes but is not limited to issuing warnings; terminating Customer’s Service, subscription, accounts, or users; disabling access to or suspending the Service, subscription, or accounts; or increasing the monthly rates charged Customer for the period of Customer’s prohibited use and the remainder of the Agreement’s term. DirectVoice may take such action without notice or liability to Customer or any other party, although DirectVoice shall have no obligation to take any such action.
3.8 Support. DirectVoice will provide Customer with technical consultation support for the term of the Service. Customer may access technical support by calling DirectVoice’s customer support help line at 1-865-221-7900 or creating an e-Ticket on-line in the “Support” section of www.directsocialnetwork.com. Technical support agents are available to answer Customer calls and respond to e-Tickets Monday through Friday from 9am to 8 pm (Eastern Time).
3.9 Customer Proprietary Network Information. In the normal course of providing services to its users and customers, DirectVoice collects and maintains certain customer proprietary network information (“CPNI”) typical to the industry. CPNI includes the types of telecommunications and interconnected VoIP services Customer currently purchases or subscribes to, how Customer uses those services (for example, Customer’s calling records), and billing information related to those services. Customer’s DirectVoice telephone number, name, and address do not constitute CPNI. DirectVoice does not sell, trade, or otherwise share Customer’s CPNI with anyone outside of DirectVoice and those parties authorized to represent DirectVoice to offer DirectVoice’s services or to perform functions on DirectVoice’s behalf related to DirectVoice’s services, except as the law may require or Customer may authorize. Federal law generally permits DirectVoice to use CPNI in its provision of the telecommunications and interconnected VoIP services Customer purchases or subscribes to, including billing and collections for those services. DirectVoice may also use or disclose Customer CPNI for legal or regulatory reasons such as to respond to a court order, to investigate fraud, to protect DirectVoice’s rights or property, to protect against the unlawful use of DirectVoice services, or to protect other users.
Customer may elect to prohibit DirectVoice’s use of Customer’s CPNI to market services other than services of the same type that Customer already purchases from DirectVoice by providing DirectVoice with Customer’s “opt-out” notice within thirty (30) calendar days of Customer’s Service commencement via Customer’s placement of an e-Ticket on-line in the “Support” section of www.directsocialnetwork.com. If Customer fails to do so within such timeframe, Customer will be deemed to have given DirectVoice consent to use Customer’s CPNI to market services other than services of the same type that Customer already purchases from DirectVoice. Restricting DirectVoice’s use of Customer CPNI will not affect DirectVoice’s provision of any service, nor will it necessarily eliminate all types of DirectVoice marketing.
4.1 Customer is solely responsible for the content of all information and communications, whether visual, written, audible, or of other nature, sent, displayed, uploaded, posted, published, or submitted by Customer while utilizing the Service (“Customer’s Content”) and for the consequences of doing so, including any loss or damage to DirectVoice or any third parties. DirectVoice has no responsibility to Customer or any third party for Customer’s Content.
4.2 DirectVoice reserves the right to, but shall have no obligation to, pre-screen, refuse, flag, filter, or remove any of Customer’s Content from the Service at DirectVoice’s discretion without notice or liability to Customer or any other party.
4.3 Customer shall retain copyright and any other intellectual property rights Customer holds in Customer’s Content. Customer shall remain solely responsible for protecting and enforcing such rights where applicable.
4.4 Customer hereby grants to DirectVoice a non-exclusive, world-wide, royalty free, sub-licensable, transferable, perpetual, irrevocable license to use, modify, adapt, translate, publish, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute Customer’s Content solely for the purpose of providing and distributing the transmission of such Customer Content, as is necessary to the successful provision of the Service to Customer. Customer represents and warrants that it has all necessary rights, licenses, consents, and permissions to grant such license and permit such use.
4.5 DirectVoice will endeavor to store Customer’s voicemail, sent or received call logs, and/ or instant messages as part of the Service, however DirectVoice is not obligated to do so and DirectVoice has no responsibility or liability for the deletion or failure to store any of the foregoing.
5.1 DirectVoice does not control and shall have no liability or responsibility for the 1) conduct or 2) content of any information and communications, whether visual, written, audible, or of other nature, sent, displayed, uploaded, posted, published, or submitted by other users via the Service, including but by no means limited to advertisements or sponsored content (item (2) collectively referred to as “Other Users’ Content”).
5.2 Other Users’ Content may be protected by copyright and other intellectual property rights of such other users or other persons. Customer shall not copy, modify, rent, lease, sell, loan, distribute, or create derivative works based in whole or part upon Other Users’ Content unless specifically agreed to by the owners of such Other Users’ Content in a separate written agreement with Customer.
5.3 It is DirectVoice’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including in the United States the Digital Millennium Copyright Act) and to terminate the accounts or subscriptions of repeat infringers.
6.1 Charges. DirectVoice will charge Customer’s credit card, or such other payment mechanism as may be approved by DirectVoice, for the fees for the Service, including the Service per-user monthly fees and any other fees or charges associated with Customer’s account. DirectVoice shall bill on a monthly basis beginning on the date Service commences with payment due on the same date of the following months of the Agreement’s term. DirectVoice will bill and Customer shall pre-pay for the service on a monthly basis. DirectVoice will bill any other fees or charges monthly in arrears unless otherwise agreed or specified in writing by DirectVoice. Unless otherwise agreed by DirectVoice, DirectVoice will charge Customer for the equipment upon receipt of Customer’s order for such equipment. Customer will pay all bank charges, taxes, duties, levies and other costs and commissions associated with non-credit card methods of payment. DirectVoice may suspend performance of the Services for which payment is overdue until the overdue amount is paid in full. Overdue payments will be subject to a late payment charge of the greater of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law. Customer will reimburse DirectVoice for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments. Except for those occurrences addressed in Section 7, Customer must dispute any charges for the Services in writing within thirty (30) days after the date of the occurrence that forms the basis for the dispute, otherwise Customer waives any dispute or further recourse with respect to the applicable charges. DirectVoice reserves the right to require credit approval prior to providing DirectVoice Services to Customer.
6.2 Taxes. Unless Customer provides DirectVoice with a current tax exemption certificate, Customer is solely responsible for paying all legally required taxes, including without limitation any sales, excise, and/or other taxes and fees which may be levied upon the Service, except for any income tax assessed upon DirectVoice.
6.3 Regulatory Fees. DirectVoice may charge Customer the following regulatory fees:
a. Federal and State Universal Service Fee. DirectVoice is required to make contributions to the Federal and certain state Universal Service Funds (USF), which provide support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and schools and libraries. DirectVoice is permitted but not required to recover such costs from its customers. The Federal Communications Commission sets the Federal USF rates on a quarterly basis. USF rates are subject to change each quarter.
b. 911 Fee. This fee is imposed by local governments to help pay primarily for the handling of calls for emergency services such as fire and rescue.
c. 911 Service Fee. DirectVoice may charge a per-DID/ phone number fee to recover DirectVoice’s costs directly associated with providing 911 and E911 to its customers.
d. Regulatory Recovery Fee. DirectVoice may charge a monthly regulatory recovery fee to offset costs it incurs in complying with obligations imposed by, and inquiries made by, federal, state and municipal regulatory bodies/governments and related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. If assessed by DirectVoice, the regulatory recovery fee will apply to every directly dialable telephone number (in certain cases referred to as DID-phone numbers) assigned to Customer, including toll free and virtual numbers.
e. Other Fees. Customer agrees to pay any other fees that may be levied on the Services which are chargeable to customers by any governmental authority.
7.1 Service Level. DirectVoice agrees to provide Customer a credit or other remedy for Service that fails to meet the Service Level Objective (SLO) of DirectVoice System 99% uptime as stated in section 7.2, unless such failure is caused by events such as those enumerated in section 7.3. DirectVoice makes no representation or warranty that the Service will be available at all times and temporary disruptions in Service shall not constitute a breach of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE RELIEF SET FORTH IN SECTION 7.2 SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE FAILURE OR NON-PERFORMANCE OF THE SERVICE.
7.2 Service Availability and Credits. The DirectVoice SLO stated in terms of Service Availability shall be deemed to be in an outage condition if Customer is unable to receive and initiate VoIP communications traffic 99.0% of the time measured cumulatively on a calendar month basis (“Outage”). Customer is entitled to a two percent (2%) “Outage Credit” in the event of an SLO Outage condition. An Outage shall be deemed to commence upon DirectVoice’s verification of the trouble as stated in the trouble ticket submitted by Customer; this verification will be conducted by DirectVoice’s network operator. An Outage shall be deemed to terminate upon the closing of the same trouble ticket (or the termination of the downtime, if sooner), less any time DirectVoice is awaiting additional information or premise testing from Customer. The duration of the Outage period and eligibility for Outage Credits will be determined at the sole discretion of DirectVoice, based upon DirectVoice’s internal records. Customer shall have the right to request Outage Credit(s) for a period of 30 (thirty) days after the date of the reported occurrence. Customer shall have the right to contest any calculations of credit(s) for a period of thirty (30) days after Customer’s receipt of invoice on which said credit(s) appear. The Outage Credits shall be DirectVoice’s sole liability and Customer’s sole remedy in the event of any Outage period or interruption of Service.
7.3 No Outage Credits. There shall be no Outage Credits for Outages:
(i) Caused directly or indirectly by the acts or omissions of Customer;
(ii) Caused by the failure of equipment or systems provided by Customer or any third party (not under the direction or control of DirectVoice);
(iii) Caused by a Force Majeure event as defined in Section 22.3;
(iv) Occurring with respect to a request or an order from Customer for a change in the Service; or
(v) Occurring while Customer is in breach of the Agreement.
7.4 MAINTENANCE AND MODIFICATIONS TO SERVICE. DirectVoice may at any time and without liability modify, expand, improve, maintain, or repair the DirectVoice network even if such activity might result in temporary suspension/s of the operation of the Service. DirectVoice will use commercially reasonable efforts to minimize any disruption to the Service to Customer and shall use its best efforts to give Customer commercially reasonable notice of a maintenance period prior to the disruption by telephone (real-time or voicemail), facsimile or e-mail. Credits will not be issued with respect to such Service interruptions if DirectVoice has used commercially reasonable efforts to so notify Customer in accordance with this paragraph.
8.1 DirectVoice’s IP. DirectVoice reserves all rights, including, but not limited to, ownership, title, and all other rights and interest in, and to, any computer programs (in object or source code format or any other form), know-how, inventions, processes, data bases, documentation, training materials and any other intellectual property and any tangible embodiments of it (collectively, “Intellectual Property”) that DirectVoice (i) owned prior to providing the Services under the Agreement, (ii) any Intellectual Property that DirectVoice develops, creates, or otherwise acquires independently of this Agreement, and (iii) any derivative works or Intellectual Property that DirectVoice develops, creates, or otherwise acquires while performing the Services under the Agreement.
8.2 DirectVoice and/or its licensors own all right, title, and interest in and to the Service, associated software, and the content of all information and communications, whether visual, written, audible, or of another nature presented by or on behalf of DirectVoice as part of the Service (“DirectVoice’s Content”). Customer shall not copy, modify, rent, lease, sell, loan, distribute, or create derivative works based in whole or part upon DirectVoice’s Content.
8.3 Nothing in this Agreement grants Customer any right to use any of DirectVoice’s trade names, trademarks, service marks, logos, domain names, trade dress, or other distinctive brand features.
8.4 Customer shall not remove, obscure, or alter any proprietary rights notices, such as copyright or trademark notices, attached to or contained within DirectVoice’s Content, the Service, or associated software or servers.
The software and documentation provided or made accessible under this Agreement are licensed to Customer by DirectVoice in accordance with and subject to the terms and conditions set forth in the DirectVoice Global Software License Terms at www.cisco-warrantyfinder.com (“License Terms”), with the exception that the License Terms set forth therein shall not apply and instead the scope of the license granted shall be for the sole purpose of utilizing the Service for the specified number of users, in accordance with the terms of this Agreement, and for the duration of Customer’s subscription (until the effective date of termination of the Service).
The DirectVoice software may automatically (push or pull – download) and install updates from DirectVoice and/ or affiliated equipment manufacturers from time to time. Updates may take the form of bug fixes, new or enhanced functionality, new software modules, and updated or new versions of the software, and are intended to improve or enhance the Service. Customer agrees to allow such updates to be promptly downloaded and installed as part of its utilization of the Service.
11.1 911 LIMITATIONS AND RESTRICTIONS. THE SERVICE INCLUDES A 911/E911 ACCESS COMPONENT. THE SERVICE’S 911/ E911 ACCESS COMPONENT DOES NOT HAVE THE SAME FUNCTIONALITY OR AVAILABILITY AS THAT ASSOCIATED WITHTRADITIONAL WIRELINE 911/ E911 SERVICES AND IS SUBJECT TO CERTAIN LIMITATIONS AND RESTRICTIONS INCLUDING THOSE DESCRIBED HEREIN. CUSTOMER AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICE OF THE 911/ E911 LIMITATIONS DESCRIBED HEREIN. CUSTOMER ACKNOWLEDGES, AND IS HEREBY ON NOTICE, THAT THE 911/ E911 ACCESS PORTION OF THE SERVICE WILL NOT FUNCTION OR WILL NOT FUNCTION PROPERLY FOR ANY OF THE REASONS DETAILED BELOW AND REPRESENTS AND WARRANTS IT HAS BEEN INFORMED BY DIRECTVOICE OF THE REASONS TO HAVE AT LEAST ONE BACKUP METHOD OF ACCESSING 911/E911 SERVICE, SUCH AS A CIRCUIT-SWITCHED TDM TELEPHONE OR CELLULAR TELEPHONE, PER CUSTMOMER LOCATION.
a. Loss or interruption of electrical power to Customer’s VoIP telephone, its ATA, Modem, Router, Switch or any other devices in the critical path from Customers VoIP handset to the DirectVoice switching center at the user’s location. The user will not be able to use the Service for calls (including “911”) during such a power interruption or outage. Following the power interruption or outage, users may find it necessary to reset or reconfigure the Service prior to being able to use the Service for making and receiving calls, including “911” calls.
b. Loss or interruption of Internet access at the user’s location.
c. Failure of the user’s broadband or VoIP hardware (including without limitation Phones).
d. Failure of the user’s broadband or VoIP software (including without limitation soft phones).
e. Improperly installed or configured user broadband or VoIP hardware.
f. Improperly installed or configured user broadband or VoIP software (including without limitation soft phones).
g. Suspension, disconnection, or termination of the Service for any reason, including without limitation (i) for failure to pay or default, or (ii) failure of the Service to function for any reason.
h. Customer failed to provide DirectVoice with any physical location of the DirectVoice served VoIP handset-user, or failed to provide the correct physical location of same (i.e. the address is incorrect, incomplete, abbreviated, or misspelled).
i. Customer failed to update the user’s physical location with DirectVoice when the user moved or changed location/address.
j. The user attempts a 911 call via a DirectVoice served VoIP handset from a location/address different than the location/address registered with DirectVoice.
k. For the purposes herein (911/E911), the terms location and address shall be understood to designate information necessary to generate a proper Automatic Location Identification record ensuring proper routing to and from the proper PSAP for the call’s originating location. Such location and address may include but not necessarily limited to the street name and number, building, unit, and zip code (e.g. Unit B-22, 1111 North Main Street, Anywhere, Tennessee, 99999).
11.2 REQUIREMENT TO REGISTER AND UPDATE LOCATION INFORMATION. CUSTOMER IS REQUIRED TO REGISTER THE PHYSICAL LOCATION OF EACH USER'S EQUIPMENT (PHONE OR SOFTPHONE) WITH DIRECTVOICE UPON ORDERING THE SERVICE AND UPON ADDING A USER/ USERS TO AN EXISTING DIRECTVOICE SUBSCRIPTION VIA ENTERING THE PHYSICAL LOCATION OF THE USER IN THE ONLINE ORDER FORM. CUSTOMER IS REQUIRED TO IMMEDIATELY UPDATE EACH USER’S LOCATION WHENEVER THE PHYSICAL LOCATION OF SUCH USER’S EQUIPMENT CHANGES VIA THE SETTINGS PAGE ON CUSTOMER’S WEB-BASED USER PORTAL OR, WITH RESPECT TO SOFTPHONES, VIA THE SETTINGS PAGE ON THE SOFTPHONE. CUSTOMER ACKNOWLEDGES THAT THE PHYSICAL LOCATION REGISTERED FOR THE USER’S EQUIPMENT WILL BE THE LOCATION TRANSMITTED TO THE EMERGENCY CALL TAKER, AND THAT DIRECTVOICE’S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE THEN-CURRENT REGISTERED PHYSICAL LOCATION FOR THE USER’S EQUIPMENT. IF CUSTOMER DOES NOT ACCURATELY IDENTIFY A USER’S LOCATION UPON ORDERING THE DIRECTVOICE SERVICE AND/OR DOES NOT UPDATE SUCH INFORMATION WHEN THE USER’S LOCATION CHANGES, 911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT EMERGENCY CALL TAKER. WHEN CUSTOMER NOTIFIES DIRECTVOICE OF A CHANGE IN THE REGISTERED LOCATION OF A USER, THERE MAY BE A DELAY IN MAKING THE NEW REGISTERED LOCATION AVAIALABLE TO ROUTE 911 CALLS AND TO ADVISE THE APPROPRIATE EMERGENCY CALL TAKER OF THE NEW REGISTERED LOCATION.
11.3 WARNING LABELS. DIRECTVOICE WILL PROVIDE CUSTOMER WITH LABELS WARNING THAT THE 911/ E911 COMPONENT OF THE SERVICE MAY BE LIMITED OR NOT AVAILABLE. CUSTOMER AGREES TO PLACE SUCH LABELS ON OR NEAR THE EQUIPMENT USED IN CONJUNCTION WITH THE SERVICE. IN THE EVENT CUSTOMER DOES NOT RECEIVE LABELS OR REQUIRES ADDITIONAL LABELS, CUSTOMER SHOULD CONTACT DIRECTVOICE VIA THE EMAIL VOICE@DIRECTNETWORK.COM OR BY CALLING 1-865-221-7900.
11.4 ADDITIONAL 911/ E911 LIMITATIONS. THE LOCAL EMERGENCY CALL TAKER RECEIVING THE 911 CALL MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN NUMBER OR LOCATION INFORMATION. THEREFORE THE EMERGENCY CALL TAKER MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE USER MAKING THE 911 CALL WHICH MAY DELAY OR PREVENT EMERGENCY SERVICES. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN AND IN THE EVENT OF NETWORK CONGESTION THERE IS A POSSIBILITY THAT A 911 CALL WILL PRODUCE A BUSY SIGNAL, WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, WIRELINE 911 SERVICES.
11.5 911/ E911 LIMITATION OF LIABILITY/ INDEMNITY. DIRECTVOICE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, AND RESELLERS WILL HAVE NO LIABILITY TO CUSTOMER, ITS USERS, OR ANY THIRD PARTY FOR, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION, ARISING OUT OF OR RELATED TO, CUSTOMER, ITS USERS, OR ANY THIRD PARTY’S INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER OR TO ACCESS AN EMERGENCY SERVICE OPERATOR OR EMERGENCY SERVICES. CUSTOMER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS DIRECTVOICE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, AND RESELLERS FROM ANY AND ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, EXPENSES, AND/ OR COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEYS FEES AND COST OF SUIT) BY OR ON BEHALF OF CUSTOMER OR ANY THIRD PARTY OR USER ARISING FROM OR RELATED TO THE FAILURE OF 911/E911 TO FUNCTION OR FUNCTION PROPERLY OR DIRECTVOICE’S PROVISION OF 911/ E911 SERVICES OR FAILURE TO PROVIDE ACCESS TO 911/ E911 SERVICES.
When supply is sufficient, DirectVoice will make available to Customer a list of DID/ telephone numbers from which Customer may choose their DID/ telephone numbers. Customer will not be the owner of any DID/ telephone number (including fax numbers) assigned to Customer by DirectVoice, and Customer will not transfer or attempt to transfer its number(s) to anyone else (except as provided in Section 13.2 below with respect to Porting Out). DirectVoice reserves the right to change, cancel, withdraw, or move such numbers at its sole discretion immediately upon notice. Customer will surrender all rights to the DID/ telephone numbers and fax numbers upon termination of Customer’s Service if they have not been ported out in accordance with Section 13.2 below prior to such termination, and the numbers assigned to Customer may be reassigned upon termination of Customer’s Service. DirectVoice will not be liable for any direct or indirect damages or incidental costs arising out of such reassignment.
13.1 Porting In. Customer may elect to port an existing DID/ telephone number to DirectVoice (“Port-In”) for use with the Service. In the event Customer elects to Port-In a number, Customer must first select a temporary number from the list of DID/ telephone numbers DirectVoice presents to Customer at the time Customer orders the Service, which will be used until the Port-In is complete. DirectVoice will support all valid requests and will cooperate with Customer to perform any Port-In in accordance with Customer’s reasonable directions and DirectVoice’s operating procedures. Neither DirectVoice nor its providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to Customer, Customer’s prior provider, or any third parties.
13.2 Porting Out. Customer or a third-party provider acting as agent on behalf of Customer (“Requesting Party”) may request that DirectVoice port a number assigned to Customer by DirectVoice to a third party provider (“Port-Out”). DirectVoice will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and DirectVoice’s standard operating procedures. In the event of any Port-Out, Customer agrees that until such time as the Port-Out is complete and Customer terminates the Service for such DID/ telephone number, Customer shall remain bound by the terms of this Agreement related to that DID/ telephone number. Once the Port-Out is complete, Customer must terminate the Services associated with such ported DID/ telephone number in order to stop incurring charges for such DID/ telephone number. Customer recognizes and agrees that in the event of a Port-Out Customer shall remain responsible for paying the required monthly service fees in accordance with Section 20.1.
The Service allows dialing 711 to reach Telecommunications Relay Services (TRS). In the event the user’s registered location is not the same as the user’s geographic location, 711 calls may not be routed to the correct TRS center for the user’s location.
The Service does not include directory listings and operator and directory assistance and does not support 976 or 900 calls. The Service may not support 311, 411, 511, or other X11 calling (other than 911 and 711 as detailed in this Agreement) in all or certain service areas.
16.1 DIRECTVOICE PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, WEBSITES, SERVERS, CONTENT, SUBSCRIPTIONS, AND ACCOUNTS, ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK. NEITHER DIRECTVOICE NOR ITS LICENSORS OR SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICES OR OTHERWISE RELATED TO THE AGREEMENT. DIRECTVOICE DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SERVICES OR THAT THE SERVICES WILL PREVENT TOLL FRAUD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIRECTVOICE DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
16.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER DIRECTVOICE, ITS LICENSORS, NOR SUPPLIERS REPRESENT OR WARRANT THAT I) (I) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR PROVIDE ANY SPECIFIC RESULTS, (II) CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS OR ERROR FREE, (III) INFORMATION OR CONTENT PROVIDED TO CUSTOMER THROUGH THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THE SERVICE WILL HAVE ANY PARTICULAR UP-TIME, QUALITY OF SERVICE, OR QUALITY OF VOICE OR FAX COMMUNICATIONS.
16.3 WITHOUT LIMITING THE GENERALITY OF SECTION 16.1 ABOVE, NEITHER DIRECTVOICE, ITS LICENSORS, NOR SUPPLIERS SHALL HAVE ANY RESPONSIBILITY TO CUSTOMER FOR DAMAGE RESULTING FROM THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGE TO ANY DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOADING, OTHERWISE ACCESSING, OR USING ANY CONTENT, MATERIAL, OR DATA THROUGH THE SERVICE. DOWNLOADING, OTHERWISE ACCESSING, AND USING SUCH CONTENT, MATERIAL, OR DATA IS AT CUSTOMER’S OWN RISK.
16.4 DIRECTVOICE DOES NOT HAVE ANY RESPONSIBILITY FOR RETAINING ANY USER INFORMATION OR CONTENT OR COMMUNICATIONS BETWEEN USERS.
16.5 DIRECTVOICE’S WARRANTY FOR ANY EQUIPMENT PROVIDED TO CUSTOMER IS SET FORTH IN ATTACHMENT 1 TO THIS AGREEMENT AND IS LIMITED AS SET FORTH THEREIN.
Confidential Information shall be interpreted to mean that all DirectVoice business and/or technical information, pricing, discounts and other information or data, whether in tangible or other form if marked or otherwise expressly identified in writing as confidential shall be considered privileged and not for release to others. Information communicated verbally will qualify as Confidential Information if designated as confidential or proprietary at the time of disclosure and summarized in writing within 30 days after disclosure. Confidential Information excludes information that: (i) is publicly available other than by an act or omission of Customer; (ii) subsequent to its disclosure was lawfully received from a third party having the right to disseminate the information without restriction on its dissemination or disclosure; (iii) was known by Customer prior to its receipt as “Confidential Information” and was not received from a third party in breach of that third party’s confidentiality obligations; (iv) was independently developed by Customer without use of DirectVoice’s Confidential Information; or (v) is required to be disclosed by court order or other lawful government action, but only to the extent so ordered, provided Customer makes prompt written notification to DirectVoice of the pending disclosure so that DirectVoice may attempt to obtain a protective order. In the event of a potential disclosure in the case of subsection (v) above, Customer will provide reasonable assistance to DirectVoice should DirectVoice attempt to obtain a protective order. Customer will protect such Confidential Information received from DirectVoice with no less care than the care it uses to protect its own Confidential Information, but in no event, with no less than a reasonable degree of care. Customer will not use or disclose DirectVoice’s Confidential Information except as permitted in this Section or for the express purpose of performing obligations under the Agreement. Customer’s confidentiality obligations will survive the termination of the Agreement. Upon termination of the Agreement, Customer will cease all use of DirectVoice’s Confidential Information and will promptly and in a manner of transmittal reasonably expected to protect the confidentiality of such information, return or, at DirectVoice’s request, and in a manner of destruction reasonably expected to protect the confidentiality of such information, destroy all Confidential Information, including all copies, in whatever form in Customer’s possession or under its control, including such Confidential Information stored on any electronic medium or device of any sort. Upon request, Customer will certify in writing its compliance with this Section.
IN NO EVENT WILL DIRECTVOICE OR ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, TOLL FRAUD, COST OF COVER, OR SUBSTITUTE GOODS OR PERFORMANCE. DIRECTVOICE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF ALL DIRECTVOICE CHARGES MADE TO CUSTOMER FOR THE DIRECTVOICE SERVICE PAID OR PAYABLE UNDER THE AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE TO THE PARTIES FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY IN THIS SECTION ALSO WILL APPLY TO ANY LIABILITY OF DIRECTVOICE’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUPPLIERS.
19.1 Customer agrees to indemnify, defend, and hold harmless DirectVoice, its affiliates, officers, directors, employees, consultants, agents, licensors, suppliers, and resellers from any and all third party claims, liability, damages, losses, expenses, and/ or costs (including but not limited to attorney’s fees and cost of suit) arising from or related to (i) Customer’s use of the Service, (ii) violation of this Agreement (including but not limited to fraudulent or illegal use of the Service), (iii) any negligent acts or omissions or willful misconduct of Customer, or (iv) infringement or violation of any intellectual property or other right of any person or entity in connection with this Agreement.
20.1 Termination for Cause. DirectVoice may terminate this Agreement and the Service associated herewith without notice and immediately upon Customer’s failure to comply with any provision of this Agreement. Upon such termination, Customer will remain responsible for payment of seventy-five percent (75 %) of the remaining monthly service fees for all months remaining in the Agreement’s then current Term.
20.2 Effect of Termination/ Expiration of Subscription. In the event of termination of this Agreement for cause, for any reason, or upon Customer providing the required notice of termination of Customer’s DirectVoice subscription, Customer shall immediately cease use of the Service and permanently destroy all copies of the software portion thereof within Customer’s possession or control. Such software must be end-user accessible and suited for such destruction without damaging any hardware associated therewith. All software licenses granted in conjunction with, and all subscriptions to the Service shall terminate immediately upon the termination of this Agreement. Upon termination, DirectVoice may deactivate or delete Customer’s account and all related information and files therein and/or bar any further access thereto, and Customer shall have no further access to any Customer-assigned DID/ telephone number (unless Port-Out of such phone number was completed prior to termination of this Agreement). All provisions concerning confidentiality, license grant and restrictions, IP ownership, warranty disclaimers, limitation of liability, and indemnity (as well as any other terms which, by their nature, are intended to survive termination) of this Agreement will survive the expiration of Customer’s DirectVoice subscription and any termination of this Agreement.
21.1 Governing Law. The Agreement and any claims, disputes, or controversies arising out of or relating to the Agreement (“Disputes”) will be governed by Tennessee State laws applicable to contracts entered into and performed in Tennessee without regard to its choice of law principles, excluding choice of law principles and the United Nations Convention on Contracts for the International Sale of Goods.
21.2 Arbitration. Subject to Section 21.3, all Disputes, including without limitation those regarding the formation, interpretation, breach or termination hereof, or any issue regarding whether a Dispute is subject to arbitration hereunder, that cannot be settled by good faith negotiation between the parties within a reasonable period of time, will be conclusively determined by a final and binding arbitration proceeding to take place in Knox County, Tennessee. Such proceeding will be conducted in English and administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules and Procedures then in effect, or in the event one of the parties is located outside of the United States, pursuant to the JAMS International Arbitration Rules then in effect, before a panel of one arbitrator chosen in accordance with such rules. The arbitrator will not award punitive or exemplary damages, and will not have the authority to limit, expand or otherwise modify the terms of the Agreement. The ruling by the arbitrator may be entered in any court having jurisdiction over the parties or any of their assets. The parties will evenly split the cost of the arbitrator’s fees, but each party will bear their own attorneys' fees and other costs associated with the arbitration. The parties agree that this arbitration provision may be enforced by injunction or other equitable order, and no bond or security of any kind will be required with respect to any such injunction or order. The parties, their representatives, other participants and the arbitrator will hold the existence, content and result of arbitration in confidence.
21.3 Injunctive Relief. Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction in order to protect its rights pending arbitration.
21.4 Time Limit. Actions on Disputes between the parties must be brought in accordance with this Section within one (1) year after the cause of action arises.
22.1 Compliance. The parties will observe all applicable laws and regulations, including export and re-export laws and regulations, when using the Service.
22.2 Assignment & Subcontractors. DirectVoice may assign the Agreement to any of its affiliated entities or to any entity to which DirectVoice may sell, transfer, convey, assign or lease all or substantially all of the assets or properties used in connection with its performance under the Agreement. Any other assignment of the Agreement or any rights or obligations under the Agreement without the express written consent of the other party will be invalid. DirectVoice may partner with others or subcontract any or all of its obligations under the Agreement, but will retain its responsibility to Customer for the timely performance of the work necessary to the provision of Service properly paid for by Customer.
22.3 Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including without limitation, fire, flood, Act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials, systems, subsystems, components, underlying services or transportation facilities (“Force Majeure”).
22.4 Notices. Any notice required or permitted under this Agreement shall be deemed properly made when delivered by email, facsimile, messenger, overnight courier or mailed via Certified or Registered Mail (Return Receipt Requested) if to Customer: to the information DirectVoice has on file; and if to DirectVoice: to voice@directsocialnetwork.com or 5210 Schubert Road, Suite A, Knoxville, Tennessee 37912. Notices will be considered effective when sent or posted.
22.5 Entire Agreement. The Agreement, including any Attachments, constitute the entire understanding of the parties with respect to the subject matter of the Agreement and will supersede all previous and contemporaneous communications, representations or understandings, oral and/or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties. If any provision of the Agreement is determined to be unenforceable or invalid by court decision, the Agreement will not be rendered unenforceable or invalid as a whole, and the original unenforceable provision will be changed only minimally as required for it to be enforceable and interpreted so as to best accomplish the objectives of the original provision within the limits of applicable law. The failure of either party to assert any of its rights under the Agreement, including, but not limited to, the right to terminate the Agreement in the event of breach or default by the other party, will not be deemed to constitute a continuing or permanent waiver by that party of its right to enforce each and every provision of the Agreement in accordance with their terms.
1. ORDERS. As part of the Service terms, Customer must order DirectVoice approved VoIP equipment (“Equipment”) from DirectVoice online at www.directsocialnetwork.com. DirectVoice may make changes to Equipment or modify the drawings and specifications relating to Equipment, or substitute Equipment of later design, provided that the changes do not adversely and materially impact Equipment form, fit or function.
2. DELIVERY AND INSTALLATION. Customer must install the Equipment in accordance with all DirectVoice installation instructions – available at www.directsocialnetwork.com.
3. RISK OF LOSS/TITLE. Risk of loss to the Equipment will pass to Customer when DirectVoice delivers the Equipment to the carrier for shipment. Title to the Equipment shall not pass to Customer until Customer has fully paid DirectVoice for the Equipment. Title to software provided under the Agreement will remain solely with DirectVoice and its licensors.
4. CHARGES. The total cost for the Equipment and payment terms are identified in the Customer’s Service Order form completed at www.directsocialnetwork.com, hereby incorporated by reference into the Agreement.
5.1 DirectVoice Equipment Warranty/Exclusions and Disclaimers. Customer recognizes that DirectVoice is a reseller of the Equipment (“Third Party Products”). DirectVoice provides these Third Party Products on an “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, unless DirectVoice specifies otherwise. However, such Third Party Products may carry their own warranties and DirectVoice shall pass through to Customer any such warranties to the extent authorized. Exercise of such warranty shall be directly between Customer and the third party provider. “Third Party Products” means any products made by a party other than DirectVoice, and may include, without limitation, products ordered by Customer from third parties. EXCEPT AS REFERENCED AND LIMITED IN THIS SECTION, NEITHER DIRECTVOICE NOR ITS LICENSORS OR SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE EQUIPMENT. DIRECTVOICE DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF EQUIPMENT OR THAT THE EQUIPMENT WILL PREVENT TOLL FRAUD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIRECTVOICE DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES RELATED TO THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE WARRANTY REMEDIES EXPRESSLY REFERENCED HEREIN WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES RELATED TO THE EQUIPMENT.
The Direct Network VIP Service Plan (the “Plan”) is offered pursuant to the terms and conditions set forth herein. Except as otherwise stated herein, Direct Network (“we,” “us,” or “our”), whose address is 5210-A Schubert Rd, Knoxville, TN 37912; Phone number 865-221-7900, is the obligor of the Plan. Any person who enrolls in this Plan shall be referred to herein as “you” or “your.” “DIRECTV” shall refer to the company you have contract with to provide your satellite television service.
The Plan includes coverage for a single subscription. The Plan is extended only to the original customer who enrolled in the Plan and is nontransferable. The Plan is inclusive of the manufacturers warrant for any parts of your DIRECTV system and the Plan does not replace such warranties. Please consult your DIRECTV Agreement for the terms and conditions of those warranties. After the manufacturers’ warranties expire, the Plan continues to provide some of the manufacturer’s benefits as well as certain additional benefits listed within the Plan’s terms and conditions.
The Plan is a legal contract between you and us and the Plan contains a binding Arbitration Agreement below that governs all disputes related to the Plan between you and us and our parents, subsidiaries, affiliates, service contract insurers, agents, employees, successors and assigns. Disputes between you and us are governed by the Arbitration Agreement in this Plan. Please read the Plan carefully and completely. By purchasing the Plan, you understand that this is a contract and acknowledge that you have had the opportunity to read the terms and conditions set forth herein.
Please keep your copy of the Plan; it is an integral part of the Plan and you may be required to produce it to obtain service or replacement. The Plan, including the terms, conditions, limitations, exceptions, and exclusions constitute the entire agreement between you and us.
The Plan is a protection plan option designed to assure you that your DIRECTV service will be restored in a quick and efficient manner in the event a problem occurs. Under the Plan, you will receive 7-days-a-week technical support from us, and if the problem is determined to be caused by the indoor unit (the receiver) or the outdoor unit (the satellite antenna) and cannot be fixed over the phone, we will send a qualified technician directly to your location on a priority status, as described below.
The Plan coverage commences one (1) calendar month from the date of purchase of the Plan and is effective for a period of two (2) years and terminates as per the Limits of Liability section. The Plan will automatically renew at the end of the initial two (2) year period on a month to month basis unless the Plan is cancelled as per the “Cancellation” provision below.
You will be billed 9.99 (nine dollars and ninety-nine cents) for the Plan on a monthly basis. If your monthly Plan purchase price is subject to change during the term of this Plan, you will be notified in advance of any price increase.
If the DIRECTV System you purchased or leased concurrently with entering into the Plan (the “product”) fails, call 865-221-7900, seven (7) days a week to process your claim in accordance with the terms and conditions of the Plan or go to our web site (teamdirectv.com). Unauthorized repairs may void this Plan. Your DIRECTV account must be active to be eligible for service. Non-original manufacturer’s parts may be used for repair of the product if original parts are unavailable or more costly.
Onsite service visits are scheduled according to the time that we receive the call that a problem has arisen. Onsite service is not available on the official days on which the following holidays are observed: New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day.
We will require troubleshooting of the product over the telephone or otherwise to verify any failure prior to scheduling an onsite service call. If deemed necessary, we will dispatch an authorized service technician to your location for onsite troubleshooting and restoration of your service. If we dispatch a service technician to your location, and we determines the problem is not covered under this Plan, you may be assessed an additional fee for any required repairs.
The Plan covers the required steps necessary to restore your DIRECTV service. These steps include, but are not limited to, phone support and onsite support including repointing of the antenna system or replacement of DIRECTV indoor equipment, power supply, or outdoor equipment that (1) were purchased or leased by you, (2) are commissioned on your DIRECTV account, and (3) were professionally installed by us or one of our affiliates at your location. The Plan covers the following:
a. 48 Hour Response Time;
b. Loss of service due to issues with DIRECTV equipment or cabling provided by us;
c. Loss of service that can be corrected with antenna repointing or alteration using the existing mounting configuration;
d. The cost of all parts required to restore service;
e. Loss of service due to power surge not covered by any other warranty, service plan or insurance policy while the product is connected to a properly wired AC power line with protective ground and telephone/coax lines properly connected;
If you are enrolled in the Plan for twenty (24) consecutive months, you may upgrade your DIRECTV hardware every (2) two years from the initial date of installation of your DIRECTV system or from the date of any prior upgrade received.
i. Your upgrade can range from any additional receiver up to an Advanced Whole Home HD DVR which may include up to three (3) client receivers.
ii. Any upgrade to your DIRECTV system, including those offered as benefit of the Plan, will reset your DIRECTV programming commitment to two (2) years and any applicable monthly fees as a result of the upgrade. You will be subject to the terms of your DIRECTV customer agreement including monthly equipment fees and early termination fees.
iii. Electing to upgrade as set forth above does not automatically extend your term commitment under the Plan.
The Plan does not cover: (1) System moves (2) Loss of service resulting from damaged or missing equipment; (3) Loss of service that can only be corrected by relocating the antenna; (4) Change of mounting hardware or type for antenna; (5) Damage to the product caused by conditions other than normal use, that is beyond our normal control, such as: hail, earthquake, flood, ice, fire, falling or flying objects, tropical storms, hurricanes, natural disasters, vandalism, theft, terrorism/war, riot, or acts of God; (6) Correction of faulty installation or repointing of the product, if the work was not originally performed by us; (7) Exterior or cosmetic items of the product, including, but not limited to, paint, finish, bezel, and cords; (8) Materials used for cosmetic purposes such as hiding exposed cabling or conduit; (9) Preventive maintenance; (10) Any location that is a recreational vehicle: mobile homes, watercraft, aircraft; (11) Systems where the satellite is not mounted to a stable, fixed-position permanent structure; (12) Service outside the lower 48 states or Puerto Rico; (13) Any other electronic products, hardware or software including, without limitation, your television, sound system, computer or equipment related to the forgoing; (14) Damages reported after expiration, cancellation or termination of the Plan; (15) Incidental or consequential damages; (16) Intentional acts or criminal acts by you, damage from accident, abuse, misuse, introduction of foreign objects into the product, unauthorized product modifications or alterations, and failure to follow the manufacturer’s instructions; (17) Damage to commercially-used products (unless this plan has been specifically endorsed to cover commercial use); (18) External signal interference; (19) Preexisting conditions or problems; (20) Television/receiver combinations where the repair or replacement is needed directly on the combo unit; (21) Components and wiring related to the computer service for integrated broadband products such as DIRECWAY and DIRECPC; (22) DIRECTV portable devices; (23) Service related to wiring or any other wiring or other equipment belonging to you; and (24) Any failures, or parts and/or labor costs incurred as a result of a manufacturers recall
8. Customer’s Promises and Assurances:
In order to maintain this Plan in force, you promise and assure:
a. Full cooperation with our customer service agents and any authorized service provider during diagnosis of covered service;
b. That an adult, age 18 or over, will be onsite and empowered to make decisions regarding the service call;
c. That you will keep your billing account with DIRECTV in good standing;
d. To provide adequate access to your system during normal business hours (8 am to 5 pm local time);
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Except as may be explicitly permitted, you agree not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials from this site. Systematic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, database or directory without written permission from the Company is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
You agree that if you are issued a Username and Password by the Company, you shall use your best efforts to prevent access to this site through your Username and Password by anyone other than yourself, including but not limited to, keeping such information strictly confidential, notifying the Company immediately if you discover loss or access to such information by an unauthorized party and by using a secure Username and Password not easily guessed by a third party.
You agree that you shall not try to reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via this site. You understand that such actions are likely to subject you to serious civil and criminal legal penalties and that the Company shall pursue such penalties to the full extent of the law to protect its rights and the rights of its other licensors.
You agree that you shall comply with all applicable export and import control laws and regulations in your use of this site, or materials or services received through this site, and, in particular, you shall not export or re-export anything on or received through this site in violation or local or foreign export laws and/or without all required U.S. and foreign government licenses.
If you are a branch or agency of the U.S. Government, the following provision applies. This site, code, contents, services and accompanying documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisitions by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisitions by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995. Unpublished rights reserved under the copyright laws of the United States.
While we use reasonable efforts to include accurate and current information on our Site, we do not warrant or represent that the Site will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. We reserve the right to correct any inaccuracies or typographical errors on our Site, including pricing and availability of products and services, and shall have no liability for such errors. We may also make improvements and/or changes to the Site’s features, functionality, or content at any time. If you see any information or description you believe to be incorrect, please contact us and we’ll verify it for you.
Our Site contains links to other websites for your information and convenience, or to provide additional shopping for various other goods and services through our Merchant and Services Partners. These third-party websites are responsible for, and undertake to maintain, their own site terms of use. We suggest that you carefully review the terms of use of each site you choose to access from our Site.
Except with regard to personal information, all information which you post on this site or communicate to the Company through this site (collectively “Submissions”) shall forever be the property of the Company. The Company shall not treat any submission as confidential and shall not incur any liability as a result of any similarities that may appear in future Company services or products. Without copy, the Company shall have exclusive ownership of all present and future existing rights to any Submission of every kind and nature everywhere. You acknowledge that you are fully responsible for the message, including its legality, reliability, appropriateness, originality and copyright. You hereby represent and warrant that your Submission does not infringe the rights of any third party.
By using features of this site that allow you to post or otherwise transmit information to or through this site, or which may be seen by other users, you agree that you shall not upload, post, or otherwise distribute or facilitate distribution of any content – including text, communications, video, software, images, sounds, data, or other information – that:
A. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, sexually explicit or graphic, or otherwise in violation of this site’s rules or policies;
B. infringes any patent, trade mark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party;
C. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
D. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
E. impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.
You also agree that you shall not harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic email or communications for any other commercial purpose of your own or a third party.
You further agree that you shall not solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate parental consent.
This site generally does not pre-screen, monitor, or edit the content posted by users of this site. However, this site and its agents have the right, at their sole discretion, to remove any content that, in this site’s sole judgment, does not comply with the Site Submission Rules or is otherwise harmful, objectionable, or inaccurate. This site is not liable for any failure, delay, damages or results, in removing such content.
Our Privacy Policy has been developed as an extension of our commitment to combine quality products and services with integrity in dealing with users. The Policy is designed to assist you in the understanding of how we collect, use and protect the personal information provided to us.
What Information Do We Collect?
When you visit our site, we collect two types of information: personal information you actively choose to disclose (“Active Information”) and Use information collected, in a way not visible to you, on an aggregate anonymous basis as you and other users browse our site (“Passive Information”).
This refers to information that lets us know specifically about you i.e. profile information.
When you register to become an authorized reseller of our products or services, we will collect Personally Identifiable Information (such as name, address, email address, and telephone number). This Personally Identifiable Information is securely stored and may be accessed on our website. You are assigned an identification number and select your own password – both are needed to enter the Site and to access your Contact Information. Please safeguard your password in a secure location as we are not responsible for breaches into the system when access is willingly provided.
When you place an order for products or services, we collect Personally Identifiable Information (such as name, contact and billing information, credit card, and other transactional information). We use this information to deliver your order, process payment, and to communicate the status of your order.
Credit card information collected at registration or for product orders is used only to process payment for the transaction and, generally, is not retained on our Site. However, you may voluntarily elect to securely store multiple credit cards to be used for product orders.
Occasionally, you may voluntarily provide Personally Identifiable Information to complete surveys and questionnaires or to participate in user polls. We use this information to improve our products and services and to ensure that we’re providing accurate disclosures. We may also use your Personally Identifiable Information to provide you newsletters and other marketing information that coincide with your preferences. You may customize your marketing preferences, or let us know if you do not wish to receive any promotional materials, by adjusting your Subscriptions & Email options on the Site.
This refers to information that does not, by itself, identify you as a specific individual. Such information would include the Uniform Resource Locator (“URL”) of the website that referred you to our Site, your Internet Protocol (“IP”) address (a number automatically assigned to your computer whenever you surf the web), your operating system and browser type, and any search terms that you enter on our Site. Our web server aggregates this information in order to monitor the level of activity on our Site, evaluate its effectiveness, and improve the content or our Site in order to make your visit an easy and enjoyable experience.
We may collect, compile, store, publish, promote, report, or otherwise disclose or use any Aggregate Information, provided that such information does not personally identify you. We do not correlate any Personally Identifiable Information with the Aggregate Information that we collect on our Site. If we do correlate any Aggregate Information to you, it will be protected like any other Personally Identifiable Information under this Privacy Statement.
In order to gain use of the site (become a “user”), we require you to disclose the following information: Name, Address and Phone Number
We use secure socket layer (SSL) encryption to protect the transmission of the information you submit to us when you use our secure online forms. The information you provide to us is stored securely.
Cookies are a feature of web browser software that allows web servers to recognize the computer used to access a site. They are small pieces of data stored by a user’s browser to simplify subsequent interactions with the site. This makes it easier for a user to move from site to site and to complete transactions over the Internet. Cookies should make your online experience easier and more personalized.
Our site utilizes cookies to collect information about how our site is used. Passive Information gathered may include the date and time of visits, the site pages viewed, time spent at our site, the sites visited just before and just after visiting our site. If you do not wish to transmit “cookie” information about yourself, you may turn off the cookie function in your web browser.
Our site’s servers also automatically identify you computer by its Internet Protocol address, which is a unique string of numbers that are assigned to your computer by your Internet Service Provider. The IP address may be used to address problems with our server or to gather broad demographic information about our users. We passively collect your IP Address.
Broadly speaking, persons we employ directly, or as contractors or agents at our direction use Active Information for purposes of administering our business activities, providing customer support and making available other products or services we think might be of interest to our users. We may use the Active Information or Passive Information you provide to contact you about various changes to our site, new services, features or products we offer. If at any time you do not wish to receive such information, you may “opt-out” of doing so by adjusting your email settings in the back office of the website.
We use Passive Information to gather information about our users and to enhance our site to make it easier, faster and friendlier for users. Additionally, cookies help us better understand the usage pattern of the people that visit our site, which helps us improve our services. Passive Information may result in your viewing of particular advertising based on your user habits.
You might be able to access other websites through our site via hyperlinks. When you do so, you are subjecting yourself to their privacy policies and data collection. Please read the privacy policies of those sites to ensure you agree with the terms before using such sites.
Sharing Information with Advertisers or Other Third Parties
We may disclose anonymous information about user habits to advertisers on our site. The parties who perform services for us (credit card processors, merchant bank, Internet Service Provider) may also have access to your information in performing such services. Should we buy or sell assets of our company, another company may need to review our company’s assets, which might include your information, to make business decisions as to whether to acquire such assets.
We may be required by subpoena, law or government agency to disclose both Active and Passive Information you have provided to us.
We secure your personal information submitted by you by using reasonable efforts to prevent unauthorized access or disclosure, or accidental loss of Active and Passive Information. Individual postings on this site and other communications to our office via email or standard mail may not be secure unless we advise you that security measures are in place prior to your submission of information. Therefore, if you choose to communicate with us through these means, you are assuming the risk of doing so and we respectfully request that you do not send or post sensitive information through these means.
We take reasonable measures to ensure that any Personally Identifiable Information we collect on our Site is accurate, current, complete, and reliable for its intended use. If you wish to update or otherwise correct Personally Identifiable Information provided to us, you may edit your information online.
We acknowledge your trust and are committed to take reasonable steps to protect Personally Identifiable Information provided from loss, misuse, and unauthorized access. We employ physical, electronic, and managerial processes to safeguard and secure your information.
It is your responsibility to safeguard the password you use to access our Site and to promptly advise us if you ever suspect that your password has been compromised. We strongly encourage you to change your password regularly to prevent unauthorized access. Because your identification number and password are specific to you, you acknowledge sole responsibility for any and all use of our Site conducted with your identification number and password.
Links to third-party websites may be provided solely for your information and convenience or to provide additional shopping for various other goods and services through our Merchant and Services Partners. If you use these links, you will leave our Site. This Privacy Statement does not cover the information practices of those websites nor do we control their content or privacy policies. We suggest that you carefully review the privacy policies of each site you visit.
We take special care to protect the privacy needs of children and encourage parents to be an active participant in their child’s online activities. Our Site does not target and is not intended for children under the age of 18, and we will not knowingly collect Personally Identifiable Information from them. If we discover personal data from a child through our site, we will eliminate that data.You may learn more about protecting children’s privacy online by visiting: http://www.ftc.gov/bcp/edu/pubs/consumer/tech/tec08.shtm.
Any updates or changes to the terms of this Privacy Statement will be posted on our Site and the date of the newest version posted below. Please check back frequently, especially before you submit any Personally Identifiable Information at our Site, to see if this Privacy Statement has changed. By using our Site, you acknowledge acceptance of this Privacy Statement in effect at the time of use.
YOUR USE OF OUR SITE MEANS THAT YOU ACCEPT THE PRACTICES SET FORTH IN THIS POLICY. YOUR CONTINUED USE INDICATES YOUR AGREEMENT TO THE CHANGES.
The Direct Network Compensation Plan is an exciting opportunity that rewards you for selling an incredible service that the majority of people already want: premium cable subscriptions. Although the opportunity is unlimited, individual results will vary depending on commitment levels and sales skills of each participant. Since Direct Network has recently launched, it lacks enough statistical data to prepare reliable income disclosures. The numbers below reflect estimates prepared by the company pending a more detailed survey to be conducted after its first year. Based on industry standards and company projections, the average annual gross income for members is projected to be anywhere between $300 and $1,000. There will certainly be participants who will earn less while others will earn much more. We’re excited about the Direct Network Compensation Plan and we’re confident it will provide you a solid foundation to help you achieve your financial goals. If income projections were presented to you prior to your enrollment, such projections are not necessarily representative of the income, if any, that you can or will earn through your participation in the Compensation Plan. These income projections should not be considered as guarantees or projections of your actual earnings or profits. Success with Direct Network results only from hard work, dedication, and leadership.
1. Authorization and Contract. By executing the Direct Network Member Agreement (“Agreement”), you apply for legal authorization to become a Direct Network business owner and enter into contract with Team Direct, LLC, hereinafter “Direct Network.” You acknowledge that prior to signing you have received, read and understood the Direct Network Income Disclosure Statement, that you have read and understood the Direct Network Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on www.directsocialnetwork.com, and that you have read and agree to all terms set forth in this Agreement. Direct Network reserves the right to reject any application for any reason within 30 days of receipt.
2. Expiration, Renewal, and Termination. The term of this Agreement is one year (subject to prior cancellation or disqualification as provided in the Policies and Procedures). If you fail to annually renew your Direct Network business, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as a Member. This agreement will not affect your channel subscription with Direct TV. In the event of cancellation, termination or nonrenewal, you waive all rights you have to the member position, including but not limited to property rights, to your former down line organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former down line organization. Direct Network reserves the right to terminate all Member Agreements upon 30 days notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its services via direct selling channels. Member may cancel this Agreement at any time, and for any reason, upon written notice to Direct Network at its principal business address. Direct Network may cancel this Agreement for any reason upon 30 days advance written notice to Member. Direct Network may also take actions short of termination of the Agreement, if the Direct Network Member breaches any of its provisions.
3. Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of Direct Network or your Sponsoring Member. As a self-employed independent contractor, you will be operating your own independent business, buying and selling services available through Direct Network on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns.
4. Presenting the Plan. You agree when presenting the Direct Network Compensation Plan to present it in its entirety as outlined in official Direct Network materials, emphasizing the ultimate goal of customer sales. In presenting the plan to prospects, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by Direct Network.
5. Selling the Service. You agree to make no representations or claims about any Direct TV services beyond those shown in official company literature.
6. Non-Solicitation Agreement. In accordance with the Policies and Procedures, you agree that during the period while you are a Member, and for one calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Direct Network Member to join a venture that sells competing products.
7. Images / Recordings / Consents. You agree to permit Direct Network to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by Direct Network for any lawful purpose, and without compensation.
8. Modification of Terms. The terms of this Agreement may be modified as specified in Rule 1 in the Policies and Procedures.
9. Jurisdiction and Governing Law. The formation, construction, interpretation, and enforceability of your contract with Direct Network as set forth in this Member Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Tennessee without regard to conflict of law provisions. Louisiana residents: notwithstanding the foregoing, Louisiana residents may bring an action against Team Direct, LLC with jurisdiction and venue as provided by Louisiana law.
10. Dispute Resolution. All disputes and claims relating to Direct Network, its services, the rights and obligations of a Member and Direct Network, or any other claims or causes of action relating to the performance of either a Member or Direct Network under the Agreement or the Direct Network Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in Knoxville, Tennessee, or such other location as Direct Network prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against Direct Network, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent Direct Network from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
11. Time Limitation. If a Member wishes to bring an action against Direct Network for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Member waives all claims that any other statutes of limitations apply.
12. Nonrefundable Service Fees. You understand and agree that the monthly VIP fees are nonrefundable beyond the ten day cancellation period referenced in section 15. The digital nature of the service and the immediacy of the benefits make any possibility for a refund commercially impractical.
13. Miscellaneous. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and Direct Network and supersedes any prior agreements, understandings and obligations between you and Direct Network concerning the subject matter of your contract with Direct Network.
14. Montana residents: A Montana resident may cancel his or her Member Agreement within 15 days from the date of enrollment.
15. Notice of Right to Cancel. You may request a refund on your enrollment fee if it’s done within ten business days from the date of enrollment. If you cancel, any enrollment fees paid will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice. To cancel this transaction, mail or deliver written notice, to Team Direct, LLC, 5210 A Schubert Rd, Knoxville, Tennessee, 0, not later than midnight of the seventh business day following the date of this Agreement.
16. Submission of Electronic W-9. Under penalty of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2), I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Citizen or other U.S. person.
Welcome to the Direct Network business. Please read the Direct Network Member Agreement and Policies and Procedures carefully, collectively referred to as “Member Agreement.”
The VIP service is automatically renewed each month with a credit or debit card maintained on file with Direct Network. You may make adjustments to your monthly subscription in the back office of the Direct Network website.
E-Sign, the Electronic Signatures in Global and National Commerce Act (15 U.S.D. 7001, et seq.), requires that you consent to entering into an electronic agreement with Direct Network before a Direct Network Member Agreement can be executed.
• If you enter into an online Member Agreement with Direct Network, you will not be required to submit a paper application. An electronic record will evidence the entire agreement between you and Direct Network. However, you must consent to the use of an electronic record and must read the Direct Network Terms of Use, Direct Network Policies and Procedures and the Direct Network Compensation Plan, and electronically acknowledge below that you have read these documents.
• To access these documents and submit your online Member Application, you will need a personal computer or Mac with Internet access and operational Internet browser software.
By clicking on “I agree” below, you consent to the use of electronic records evidencing your agreement to the Direct Network Terms of Use, Policies and Procedures and the Compensation Plan of the Direct Network Member Agreement. If you click on the “I Decline” box, the enrollment process will be terminated and you will be returned to the Direct Network Home page.
The Tax ID number must match the name as shown on your income tax return to avoid backup withholding. For individuals, this is your social security number.
Please verify the information submitted on your enrollment form. If correct, acknowledge by checking the box below, which will serve as your digital signature. For further information, please see the official IRS W9 form instructions: http://www.irs.gov/pub/irs-pdf/fw9.pdf
Under penalties of perjury, I certify that:
• The information submitted is correct
• You are not an exempt payee (generally, individuals, sole proprietors are not exempt from backup withholding)
• The IRS has not notified you that you are currently subject to backup withholding
• I am a U.S. citizen or U.S. resident alien (individual/sole proprietor)
Welcome to the Direct Network business. Please read the Direct Network Member Agreement and Policies and Procedures carefully, collectively referred to as “Member Agreement.”
The VIP service is automatically renewed each month with a credit or debit card maintained on file with Direct Network. You may make adjustments to your monthly subscription in the back office of the Direct Network website.
E-Sign, the Electronic Signatures in Global and National Commerce Act (15 U.S.D. 7001, et seq.), requires that you consent to entering into an electronic agreement with Direct Network before a Direct Network Member Agreement can be executed.
• If you enter into an online Member Agreement with Direct Network, you will not be required to submit a paper application. An electronic record will evidence the entire agreement between you and Direct Network. However, you must consent to the use of an electronic record and must read the Direct Network Terms of Use, Direct Network Policies and Procedures and the Direct Network Compensation Plan, and electronically acknowledge below that you have read these documents.
• To access these documents and submit your online Member Application, you will need a personal computer or Mac with Internet access and operational Internet browser software.
By clicking on “I agree” below, you consent to the use of electronic records evidencing your agreement to the Direct Network Terms of Use, Policies and Procedures and the Compensation Plan of the Direct Network Member Agreement. If you click on the “I Decline” box, the enrollment process will be terminated and you will be returned to the Direct Network Home page.
The Tax ID number must match the name as shown on your income tax return to avoid backup withholding. For individuals, this is your social security number.
Please verify the information submitted on your enrollment form. If correct, acknowledge by checking the box below, which will serve as your digital signature. For further information, please see the official IRS W9 form instructions: http://www.irs.gov/pub/irs-pdf/fw9.pdf
Under penalties of perjury, I certify that:
• The information submitted is correct
• You are not an exempt payee (generally, individuals, sole proprietors are not exempt from backup withholding)
• The IRS has not notified you that you are currently subject to backup withholding
• I am a U.S. citizen or U.S. resident alien (individual/sole proprietor)