These terms of service (individually or collectively with any agreement with us, or as modified as provided herein, the “Agreement”) are a binding contract between you and your end users on the one hand (“you” or “Customer”), and The Redcliffe Group, LLC (“Redcliffe”), on the other hand, and are for The Redcliffe Group’s “Bridge™” and “Bridge.Insure™”suite of products and services, which may include one or more of the following: telephone dialing platforms and solutions, computer software, certain telecommunications services, associated hosted online services and access to same (collectively, the “Services”). The Services may include telephones and other equipment (“Products”) and will include media supporting the Products and Services, printed materials, and online or electronic documentation (“Documentation”). This Agreement also covers any future orders subsequent to your initial order. By agreeing to purchase each Service, you acknowledge and represent that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by the latest version of the Agreement. You represent that you have consulted with legal counsel about this Agreement or had the time and opportunity to do so.
1.1 Subject to the termination provisions herein, Customer agrees to abide by the term commitment agreed upon in an executed pricing document (which may be the initial estimate provided by Redcliffe and as such the “pricing document” or “contract”) and purchase the Service at the price set forth in the pricing document, with such modifications agreed to in the pricing document as modified or amended, until terminated by either Customer or Redcliffe. The purchase price shall be payable in accordance with the payment schedule and termination rights in the in an executed pricing document (that certain document to which Customer has agreed and accepted, either by electronic or physical signature, electronic approval (online “click through”) or other means mutually agreed to, and which contains a detailed description of Customer’s ordered Service).
1.2 Service is deemed to be installed and billable 30 days after contract execution date or when any of customer’s numbers are forwarded to the Redcliffe system, whichever comes first. An initial, pre-payment invoice will be charged immediately after execution of the contract. This invoice covers the first billable month and anything else agreed to in the signed pricing document or as set forth herein.
You are responsible for compliance with e911 services. Depending on your specific installation and configuration, our Services may not send and receive e911 calls reliably and may not pass correct location information to emergency services. It is the sole responsibility of the customer and user to ensure compliance with all local codes, and to inform users of any limitations or issues regarding 911 use. Redcliffe is not liable for any resulting damages related to 911 use.
3.1 Orders. Customer’s signature (electronic or physical) of an Estimate is a non-cancellable Order by Customer for Service, which shall remain an offer until accepted by Redcliffe or Redcliffe commences service in accordance with the terms of the Estimate. Orders are not otherwise binding until accepted by Redcliffe, in its sole discretion. All Orders and/or shipments shall be FOB Redcliffe. Except in the case of a breach, as provided herein, once an Order is accepted by Redcliffe, it may be changed or cancelled ONLY with the written consent of Redcliffe. All billing shall include the Base Subscription Fee which shall be charged on a monthly, quarterly, or annual basis depending on the pricing document. The Base Subscription Fee may not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, or other similar taxes, which will be charged to the Customer at the time the Base Subscription Fee is payable. Other fees and charges shall be charged monthly or as set forth below.
3.2 Payment by Credit Card or ACH Only. All Orders require a valid credit card number (“Credit Card”) or authorized bank ACH (“ACH”) collectively hereafter referred to as “Payment Method” for the payment of the Base Subscription Fee and all other fees hereunder. Customer authorizes Redcliffe to charge the Payment Method in the manner provided below for all fees and charges arising from Customer’s use of the Service and all such fees and charges shall include a Payment Convenience Fee. Unless prohibited by applicable law, the Payment Convenience Fee shall be deducted from all payments made from a pre-authorized ACH account. Payments from Customers using ACH accounts shall be credited with the Payment Convenience Fee prior to billing.
Customer agrees to notify Redcliffe of any change to the Payment Method information including, but not limited to, changes in account number, expiration date or billing address. Redcliffe shall not be responsible for any damages resulting from cancellation of Service arising from unreported changes to Payment Method information, credit limitation or other inability to charge the Payment Method. Redcliffe will invoice Customer for immediately available funds if the Payment Method is declined for any reason and may terminate or suspend Service until payment is made. See Section 3.6.
3.3 As provided in the pricing document, Customer acknowledges and agrees that the Service is provided “AS IS.” Any Disputes will be resolved as provided herein. Except as otherwise agreed, credit allowances for interruption of Service shall be provided at the sole discretion of Redcliffe.
3.4 From time to time, Redcliffe may offer promotions for or discounts from activation or other fees. Any promotions or discounts shall be at the sole discretion of Redcliffe and may be terminated at any time. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not available and/or issued at the time of initial purchase.
3.4.1 For promotions or discounts offering a volume discount for the number of users with a particular Customer, such discount will be discontinued on the first day of any month in the Term when the Customer’s minimum usage falls below the greater of (i) five (5) users or licenses (ii) 70% of the estimated number of users in the initial Redcliffe proposal.
3.5 Billing. Redcliffe will bill all fees and charges (described below) using the Customer’s Payment Method.
3.5.1 Monthly Recurring Fees. Monthly service fees including any associated taxes and fees are paid in advance of each month of Service. Customers using fewer than five (5) licenses will be required to post a one-month deposit with Redcliffe as an additional charge. Redcliffe may adjust the deposit to match the monthly charges for Services as determined in Section 3.11. Such deposit will be repaid to Customer within 30 days of termination of all Services.
3.5.2 Non-Recurring Charges. Toll charges (as defined in section 3.9), and other applicable fees, which may include, but may not be limited to, usage charges, fax charges, activation fees, shipping charges, disconnection fees, equipment charges, taxes and fees (see Section 3.7), and any other applicable charges are billed subsequent to the end of each month of Service. All such fees and charges are referred to herein as Non-Recurring Charges. The Payment Method will be charged prior to the end of the month at any time Customer’s cumulative Non-Recurring Charges exceeds two hundred fifty dollars ($250.00). The Payment Method will be charged for any additional Non-Recurring Charges at the end of the month.
3.5.3 Add-on Orders. Any additional Orders, software or licenses added after the commencement of Service, including any applicable Non-Recurring Charges will be billed pro-rata for the initial month.
3.6 Non-Payment. If payment cannot be charged to the Payment Method for any reason then, without any notice to Customer, Redcliffe reserves the right to either suspend or terminate Customer’s access to and/or use of the Service and to terminate this Agreement. Delinquent payments are subject to a late-payment charge of the greater of 1.5% of the outstanding balance for each month of deliquency, or the maximum amount allowed by law, whichever is higher. Redcliffe shall not be responsible for any third party costs incurred by Customer for exceeding credit limit, insufficient funds or other reasons. An activation fee may be imposed prior to reinstatement of any Service.
3.7 Taxes and Fees
3.7.1 Taxes. Amounts other than the Base Subscription Fee may not include customs duties, sales, use, value added, excise, federal, state, local, public utility, or other similar taxes, which will be paid by Customer. If such amounts are not included on the customer’s invoice, they will be added to any amounts otherwise charged to Customer, and will be charged monthly using the Payment Method.
3.7.2 e911. All Customers are required to subscribe to Redcliffe’s e911 service and will be subject to a monthly e911 service charge. The monthly e911 service fee shall be included in the applicable business plan charges for the associated line, and Customer shall reimburse Redcliffe for the direct costs it incurs in providing e911 service, including state, county and municipal e911 surcharges, e911 automatic location information (ALI) database storage, line information database and caller id (LIDB/CNAM) expenses, and any other taxes or surcharges directly or indirectly associated with the provision of e911 service. Redcliffe reserves the right to adjust the level of charges associated with the provision of e911 service to reflect increases or decreases in the costs Redcliffe incurs. Other fees may apply for usage of e911 service as outlined herein.
3.7.3 Compliance and Administrative Cost Recovery Fee. The Compliance and Administrative Cost Recovery Fee (“CRF”) is a fee that Redcliffe charges to recover the various costs and expenses that it incurs in connection with providing the services to you including:
(a) complying with legal, regulatory, and other requirements, including without limitation federal, state, and local reporting and filing requirements;
(b) responding to subpoenas, civil investigation demands, and other official requests, and otherwise assisting with official investigations;
(c) reporting and managing payments to third-party telecommunications services providers; and
(d) acquiring and protecting intellectual property, including without limitation through the filing and maintenance of patents, trademarks, and other proprietary rights.
The CRF is not a tax, nor is it mandated by any level of government or government agency.The CRF will apply to every phone number assigned, including toll free and virtual numbers.
3.7.4 Onsite Installation and Training. If onsite installation and/or training is purchased (see Order or Estimate), Customer shall also be responsible for reasonable and customary travel and travel-related expenses (“T&E costs”). T&E costs are not included in the onsite installation or onsite training fee and shall be charged to the Payment Method (or invoiced) upon completion of installation and/or training.
3.9 Toll Charges. Every call to or from Equipment using the Service that originates or terminates in the Public Switched Telephone Network (“PSTN”), including other VoIP networks and inbound toll free number calls to Customer’s toll free number (if applicable), is considered a Toll Call. The duration of each call is to be calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. Subject to the provisions below. The Unlimited calling plan only includes calls made within the United States [or Canada?]. As noted therein, certain types of calls, including but not limited to some mobile phones and premium rate phones, will not be included in the unlimited calls program, and will be billed in accordance with these terms.
3.10 International Rates. When Customer dials an international phone number – whether the phone number is mobile or on a public switched telephone network (a “PSTN,” essentially, a landline number), charges may apply regardless of whether the party on the other line answers the call. This may be different than customary billing in the United States [or Canada?]. Calls made by a Customer to an international mobile or premium rate international telephone number may result in higher toll charges. International rates vary by destination country, city, and band, and are subject to change by Redcliffe from time-to-time without prior notice. You will be charged for all calls to any international destination, excluding inclusive countries, in full-minute increments at Redcliffe’s then-current rate or, if higher, the rate charged to Redcliffe for those calls. Note that certain limitations apply to Customer’s ability to place calls to certain international destinations and types of phones, including but not limited to, satellite phones.
Contact accounting@bridge.insure for details or to make arrangements to pre-pay for such services.
3.11 Price Changes and other Modifications. Changes to charges, fees or taxes for the Service (other than international calling rates which are updated from time to time) are effective after sixty (60) days’ notice has been sent to Customer via email to the authorized email address for Customer’s account. Redcliffe may decrease prices without providing advance notice.
3.12 Customer must dispute mistakes in charges, fees or taxes in writing within thirty (30) days of the date of the charge, fee or tax by Redcliffe. After thirty (30) days from the date of the charge, fee or tax, Customer waives any objection and further recourse. Written statements disputing charges must be sent to: accounting@bridge.insure. The existence of a validly filed dispute shall in no way relieve Customer of its obligation to pay all amounts billed by Redcliffe, including any disputed amounts. Disputes shall be treated as Disputes below.
4.1 Reasonable Business Use. Any of Redcliffe’s service plans that offer unlimited minutes of PSTN calls (“Unlimited Plans”) are for reasonable business use of Customer only. Activities such as: autodialing, continuous or extensive call forwarding, use of virtual extensions for regular business use, continuous connectivity, fax broadcast, fax blasting, unlawful or unauthorized telemarketing, junk faxing, fax spamming, calling/faxing any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process, and where Customer’s average outbound minutes per user (defined as the total number of outbound minutes used by Customer divided by the number seats/licenses purchased by Customer) exceed 3000 minutes a month, are NOT Reasonable Business Use as intended for the Service. If Redcliffe determines that Customer use of the Service is not within the scope of Reasonable Business Use, Redcliffe reserves the right to invoice Customer for any additional users or usage (including the right to charge Customer’s Payment Method at the then-current per-minute rate and/or to terminate or modify the terms of Customer’s Service.
4.2. Prohibited Use. Any use of the Service or any other action that causes a disruption in the network integrity of Redcliffe or its vendors, whether directly or indirectly, is strictly prohibited and may result in termination of the Service at the sole discretion of Redcliffe. Customer understands that neither Redcliffe nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Service. Customer agrees that it will NOT use the Service in ways that violate Applicable Law (including but not limited to laws prohibiting transmission of unsolicited fax advertisements, unsolicited text messages, robo-calling, contacting persons on do-not-call lists, etc.), infringe the rights of others, or interfere with the users, services, or equipment of the network. Customer agrees and represents that it is purchasing the Service for its own internal use, and shall not resell, transfer, or make a charge for the Service without the advance written permission of Redcliffe. Customer shall not transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material of any kind or nature. Customer further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate Applicable Law. While Redcliffe does not normally review the materials transmitted by Customers, it reserves the right to do so and any use found to be inconsistent with this restriction will result in termination of the Service.
4.2.1 Compliance with Law. Customer is required to use the Services in full compliance with all “Applicable Law, “ which shall mean all applicable laws and regulations, including without limitation, all state, federal and international: (a) Do-Not-Call (“DNC”) list prohibitions; (b) telemarketer licensing and bonding requirements; (c) consumer cancellation rights; (d) mandatory disclosures; (e) wireless calling restrictions; (f) restrictions on the use of automatic telephone dialing systems, pre-recorded messages, and soundboard technology; (g) internal opt-out rules; (h) intellectual property rights and restrictions; (i) privacy laws and regulations; and (j) other product and industry specific rules and disclosures, such as those described below. “Applicable Law” expressly includes the Telephone Consumer Protection Act (“TCPA”), primarily administered by the Federal Communications Commission (the “FCC”) and the Telemarketing Sales Rule (“TSR”) promulgated by the Federal Trade Commission (the “FTC”), and all other similar laws and regulations and any successor laws and regulations enacted with similar effect. Customer has read, understands, and will comply with Applicable Law, including the TCPA and TSR.
By making any use of the Service, Customer expressly warrants to Redcliffe that Customer is and shall continue to act in full compliance with law, including all Applicable Law. All Redcliffe offers are void where prohibited by law.
Customer has reviewed these rules with Customer’s own legal counsel to ensure that Customer understands and is fully compliant. Redcliffe does not assume responsibility for ensuring that Customer’s marketing campaigns meet applicable legal requirements. Customer shall defend, indemnify, and hold Redcliffe harmless for any violation or alleged violation of Applicable Law by Customer.
Notwithstanding the foregoing, Customer agrees that Redcliffe has and is taking active steps to ensure the compliance of its customers, including by having Customer agree to these terms and otherwise. If Redcliffe discovers evidence that Customer has or may have violated Applicable Law, Redcliffe may, in its sole discretion, suspend or terminate the Customer’s use of the Service immediately. Customer agrees that Redcliffe may disclose information which relates to Customer in order to comply with a judicial order, governmental order or otherwise as required byApplicable Law.
4.2.2 No Legal, Financial or Tax Advice Provided. No financial, legal, or tax advice or counsel is given, or shall be deemed to have been given by Redcliffe or its affiliates and contractors.
4.3. Fraud. It is the express intention of the parties that Customer, and not Redcliffe, shall bear the risk of loss arising from any illegal, unauthorized, or fraudulent usage of the Service or any use violating these Terms of Service. Redcliffe reserves the right, but is not required, to take any and all action it deems appropriate (including blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in connection with the Service, or any use thereof, provided, however, that any such action shall be consistent with Applicable Law and provided further that the failure to take any such action shall not limit Customer’s responsibility for all usage of the Service and other liabilities hereunder.
5.1 General. Where Customer wishes to port in telephone number(s) for use with the Service, Customer should NOT cancel service with the current/previous service provider(s) until Redcliffe confirms to Customer that the numbers have been successfully ported to Redcliffe. Customer is responsible for the timely termination of all services with current/previous service provider and the settlement of any charges owed to their current/previous service provider. Additionally, Customer is responsible for the verification that the Number(s) provided to Customer meet the necessary requirements of Customer (i.e., such Number will be considered a local number to Customer in Customer’s area or such number is sufficiently different from a customer competitor’s number, etc.). Redcliffe will reasonably accommodate Customer with a particular number selection, prefix or sequence, as available and able to accommodate. Redcliffe accepts no responsibility or liability in the number ultimately issued or selected for the Service.
5.2 Listing. Customer’s Number will likely NOT be listed in any local or regional telephone book unless Customer has taken independent steps to pay for telephone number or business advertisement. Numbers associated with the Service are not utilized with a traditional wire line/carrier. Redcliffe makes no warranty and accepts no responsibility or liability for Customer’s Number(s) NOT being listed in telephone books or other directories.
5.3 Porting. Customer’s porting away of a telephone number does not extinguish Customer’s obligations and/or limitations under this Agreement, including the notice requirements contained herein.
6.1 Technical Support. Redcliffe provides technical support to Customer via telephone, web chat, and e-mail for the Service only, and support for other applications and uses is not provided or implied. The terms of such Support, including the hours of operation, may vary, but Redcliffe generally provides support during working hours (9am to 5pm) in East Coast (U.S.) time. Additional technical support and overtime technical support will be provided as needed. Items outside the scope of Technical Support include, but are not limited to: your router (if not purchased from Redcliffe), your cable modem or DSL modem, any other type of modem providing Internet service to your location, any network switches or hubs, electricity, any wall outlets or jacks for power or Internet connectivity, grounding cables not supplied with the Service, and any other environmental variable related to, but not required for, operation of the Service.
6.2 Scheduled Maintenance. From time to time, Redcliffe performs maintenance to update servers and software that are part of the Service. Redcliffe performs scheduled maintenance between 8:00 pm to 2:00 am PST/PDT every Tuesday and Thursday. Redcliffe may, in certain circumstances, need to perform maintenance at other times. At any time that Redcliffe is required to perform emergency or un-planned maintenance, Redcliffe will make reasonable efforts to notify the account contact. However, at times, emergency or un-planned maintenance may have to be done before Redcliffe can give any notice to Customer. In any event, Redcliffe will not be liable (under this Agreement or any related service agreement) for service interruptions if, in its sole judgment, it is prudent to perform such maintenance.
7.1 Customer may terminate any Service for its convenience prior to the end of the applicable Service Term, provided that Customer gives Redcliffe, at least 90 days prior written notice to accounting@bridge.insure of its intention to terminate at the end of such Service Term and pays Redcliffe an early termination fee in an amount equal to the remaining contract balance. Contract balance will be calculated by multiplying the per user rate by the largest number of users in any given month times the remaining number of months in the pricing document as referenced in Section 1.1; plus all reasonable costs and expenses incurred by Redcliffe as a result of collecting such early termination fee. Such amount will be billed to Customer in one lump sum using the Customer's Payment Method; the Customer confirms and reauthorizes the withdrawal or charging of such payment. This authorization shall be irrevocable and coupled with an interest. The parties agree that in the event Customer terminates the contract for its convenience, actual damages would be difficult to determine and that these liquidated damages are a reasonable and fair estimate of the damages which may be caused by such early termination and are not a penalty.
7.2 By Redcliffe. Redcliffe reserves the right, at its sole discretion, to suspend, terminate or change the Service without advanced notice for any reason, including without limitation, misuse of the Service in any way, Customer’s breach of this Agreement, Customer’s failure to pay any sum due hereunder, suspected fraud or other activity by Customer that adversely affects the Service, Redcliffe, Redcliffe’s network or other Customers’ use of the Service. Redcliffe reserves the right to determine, at its sole discretion, what constitutes misuse of the Service, and Customer agrees that Redcliffe’s determination is final and binding on Customer. Redcliffe may charge an activation fee to reactivate a terminated service. Additionally, in the event of termination due to a Customer breach, Customer shall remain fully obligated for the payment of all taxes, fees, and charges for Service ordered for the remainder of the billing cycle.
7.3 Termination Charges. Upon Termination, in addition to any outstanding balance incurred or due on your account, Customer shall pay the full amount of all charges for the terminated Service(s) (regardless of whether the termination date is mid-billing cycle), in addition to any additional charges incurred under this Agreement including Section 7.1. You agree that Redcliffe may charge all unpaid balances to the Payment Method on file at the time of termination and the charges are reasonable and fair and are subject to Section 3.12.
7.4 Auto Renewal. Upon expiration of the original term of the signed pricing document, the Agreement will auto renew for an additional twelve months at the current Base Subscription Fee as published on www.bridge.insure unless notice of termination is provided as outlined in Section 7.1.
7.5 Liability after Termination. Termination or expiration of this Agreement will not extinguish Customer’s obligations or liability arising prior to such termination or expiration. Notwithstanding, and after the effective date of any termination, Redcliffe shall not be liable to Customer for any obligations under this Agreement, including continued provision of Service.
8.1 INDEMNITY BY CUSTOMER. Customer agrees to defend, indemnify, release and hold harmless, Redcliffe, along with all of its directors, officers, members, owners, employees, agents, affiliates, contractors, successors and assigns from and against any and all liabilities, damages, claims, suits, settlements, judgments, investigations, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of or relating to, directly or indirectly, this Agreement, Customer’s use of the Service, including any or Customer’s actual or alleged violation of the law, including without limitation any private or government T.C.P.A. or T.S.R. claim.
8.2. INDEMNITY BY REDCLIFFE.
8.2.1 Redcliffe shall defend Customer, and its officers, directors and employees, against any third-party action alleging that the Service infringe(s) any valid U.S. patent or copyright, and Redcliffe shall pay all settlements entered into, and all costs (including reasonable attorneys’ fees) in connection with such action. If any Service, or parts thereof, becomes, or in Redcliffe’s opinion may become, the subject of an infringement claim, Redcliffe may, at its option, (a) procure for Customer the right to continue using such Product/Service, (b) modify or replace such Service with substantially equivalent non-infringing products, or (c) require the return of such Service and refund to Customer a pro-rata portion of the purchase price of such Service based on a three-year straight line amortization of the purchase price.
8.2.2 Redcliffe shall have no indemnification obligations with respect to any third party action alleging that the use of any Service, or any part thereof, in combination with products not supplied by Redcliffe infringes any third party intellectual property right provided that the infringement is (a) due solely to the combination and use of such products together, if the use of the Service independent of any product not supplied by Redcliffe would not have given rise to the claim; or (b) Customer is advised by Redcliffe either directly or by means of Documentation, marketing or other published materials that the use of Redcliffe Service in tandem with such products represents a risk of infringement; and (c) Customer combines and uses such products with Redcliffe’s Service in contravention of Redcliffe’s disclaimer.
8.2.3 Redcliffe’s indemnification obligations pursuant to this section shall be subject to the indemnified party (a) notifying the indemnifying party promptly in writing of such action, (b) giving the indemnifying party exclusive control and authority over the defense or settlement of such action, (c) not entering into any settlement or compromise of any such action without the indemnifying party’s prior written consent and (d) providing all reasonable assistance to the indemnifying party (provided that the indemnifying party reimburses the indemnified party for its out-of-pocket expenses incurred in providing such assistance).
9.1 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, REDCLIFFE PROVIDES THE SERVICE “AS IS” AND WITH ALL FAULTS. REDCLIFFE HEREBY EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS AND LIABILITIES, EXPRESS OR IMPLIED, ARISING IN FACT, LAW, EQUITY, CONTRACT, TORT, UNDER STATUTE, UNDER WARRANTY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE, (C) ANY OBLIGATION, LIABILITY RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, VICARIOUS LIABILITY OR STRICT PRODUCTS LIABILITY OF REDCLIFFE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, AND (D) ANY OBLIGATION, LIABILITY OR RESPONSIBILITY FOR LOSS OF SERVICE OR DAMAGE TO ANY EQUIPMENT OR PART THEREOF, OR ANY SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT OR THE ORDER. FURTHER, REDCLIFFE DOES NOT WARRANT THAT THE SERVICE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS, OR THAT THE SERVICE WILL BE COMPATIBLE WITH CUSTOMER’S EXISTING INTERNET CONNECTION, NETWORK, OR COMMUNICATIONS INFRASTRUCTURE OR ENVIRONMENT.
9.2 DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT WILL REDCLIFFE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, VENDORS AND CONTRACTORS BE LIABLE FOR THE COST OF COVER OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, INFORMATION, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN FACT, LAW, EQUITY, CONTRACT, TORT (INCLUDING NEGLIGENCE AS DESCRIBED ABOVE), STRICT LIABILITY, UNDER STATUTE, UNDER WARRANTY OR OTHER THEORY EVEN IF REDCLIFFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 LIMITATION OF LIABILITY. WITHOUT LIMITING THE FOREGOING, REDCLIFFE’S (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES) LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICE REGARDLESS OF THE AMOUNT OF DAMAGES CUSTOMER MAY INCUR AND WHETHER SUCH DAMAGES ARISE IN FACT, LAW, EQUITY, CONTRACT, TORT (INCLUDING NEGLIGENCE AS DESCRIBED ABOVE), STRICT LIABILITY, UNDER STATUTE, UNDER WARRANTY OR OTHER THEORY. FURTHER, CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT REDCLIFFE (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE, INCLUDING E911 SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING THE SERVICE OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE E911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT.
9.4 Disclaimer of Third-Party Actions and Control (including your selected carrier). Redcliffe does not and cannot control the flow or quality of data to or from the network and other portions of the Internet. Such flow depends in large part on the performance of Internet services selected by you and provided or controlled by third parties. At times, the quality of carrier, and/or the actions or inactions caused by third parties can produce occurrences in which Customer’s connection to the Internet (or portions thereof) may be impaired or disrupted.
9.5 Security and Fraud Prevention. Redcliffe maintains fraud and security monitoring protocols. However, Redcliffe cannot and does not warrant complete security and fraud prevention of its Service, including any server, equipment or the Redcliffe network. Accordingly, Redcliffe disclaims any and all liability resulting from or related to unauthorized intrusions or access and related security events.
9.6 Disclaimer Regarding Voicemail Transcription. Redcliffe is not responsible for external communications received through Redcliffe’s voicemail transcription service. Redcliffe does not control the content and is therefore not responsible for any errors or omissions in any transcription content provided. Some voicemail messages may be mis-transcribed. This may occur because of poor dictation, noisy environment, poor phone connection or drop-outs, language, or simple transcription error. Accordingly, Redcliffe disclaims any and all liability resulting from or related to mis-transcription, and you agree to hold Redcliffe harmless in such events.
9.7 Disclaimer Regarding Call Recording. The call recording feature of the Service is provided to Customer “as is” with no proscription or restriction(s) of its use by Customer or guarantee of infallibility in recording every phone call. Customer is responsible and liable for legal compliance of “call recording,” such as lawful use and requisite notice to employees, agents or third parties. Redcliffe shall not be liable to Customer or third party(s) involving “call recording” feature(s) of the Service, as selected by Customer. Accordingly, Redcliffe disclaims any and all liability, claims, or damages resulting from or related to call recording, and you agree to hold Redcliffe harmless in such events. Redcliffe is under no obligation to export call recordings to Customer. Customer may download at their leisure any and all call recordings at anytime.
9.8 Disclaimer Regarding Data Retention and Disposal. All PII and PHI data shall be retained for as long as there is a business purpose or a legal requirement to do so provided that, following termination, Customer may make arrangements for the storage by Redcliffe for storage fees in effect at that time, or arrange for the transfer of such data. All active Customer Data shall be retained for as long as the customer continues to be an active customer of Redcliffe. Data will be deleted upon request from the active customer within a reasonable time frame. All Customer Data, after the termination of a contract, shall be retained for 90 days after which the data will be unavailable for retrieval by the Customer. Customer Data retention policies may be implemented against Customer Data on an ad-hoc basis as may be agreed between The Redcliffe Group and the customer.
Disposal of Customer Data will be carried out in accordance with the Agreement. In the absence of any contractual agreement, an automatic script or manual script (for ad-hoc requests) shall be initiated on any of The Redcliffe Group platforms containing Customer Data. This activates a full hard delete of Customer Data on the platform.
9.9 The foregoing disclaimers and limitation of liability will apply to the maximum extent permitted by Applicable Law. The laws of some states/jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above may not apply to you. For further warranty information, you may contact Redcliffe at 3100 Five Forks Road, Suite 403, Lilburn, Georgia, 30047. Any warranty DOES NOT apply to any beta software, software made available for testing or demonstration purposes, or any temporary software modules. All such software is provided “AS IS” without any warranty whatsoever.
10.1 Redcliffe Intellectual Property. For the purpose of this section, the term “Redcliffe Intellectual Property” shall include but is not limited to any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) aggregated data collected on an anonymized basis from the Company’s servers storing data whether for its own behalf or on behalf of third parties, provided that Redcliffe shall also have the rights to such data directly as long as it maintains the confidentiality of any personal data in accordance with its privacy policy; (vi) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing), including software or programming delivered hereunder. Any software distributed by Redcliffe which is licensed under the GNU General Public License (GPL) is specifically excluded from this definition.
10.2 Proprietary Rights. All Redcliffe Intellectual Property is solely for use by Customer as shipped and may not be used as a replication master or otherwise copied without the written consent of Redcliffe. Use of software delivered in conjunction with the Service or as a separate item shall be subject to this Agreement and a separate license agreement that Customer shall be required to accept prior to delivery/installation. Customer acknowledges that all Redcliffe Intellectual Property furnished by Redcliffe hereunder and the contents thereof are the proprietary property of Redcliffe, and Customer has no right or interest therein except that Customer is granted a perpetual, non-exclusive, worldwide, non-transferable, and non-sublicenseable license to use the Service (including the applicable Redcliffe Intellectual Property) for Customer’s internal business purposes. This license shall terminate or expire in the same manner this Agreement may expire or be terminated, according to the applicable provisions. All Customer employees may exercise the license granted. No other license(s) are granted by implication, estoppel or otherwise. Customer agrees not to directly or indirectly reproduce, decompile or provide or otherwise make available to any third party any Redcliffe Intellectual Property or any other third party software provided by Redcliffe in connection with the Service. Customer shall be liable for all damages, including loss of anticipatory profits, incurred by Redcliffe as a result of such unauthorized use, copy or replication. The rights granted hereunder or use of Service (including the Equipment) does not convey any rights or ownership in Redcliffe patents, copyrights, trademarks, intellectual property or know-how.
10.3 Customer Data. As used herein, “Customer Data” means any and all information and content that you or your customers submits to, or uses in connection with, the Services, including, but not limited to profile information. You are solely responsible for your Customer Data. You assume all risks associated with use of your Customer Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Customer Data that personally identifies you or any third party. You hereby represent and warrant that your Customer Data does not violate our Acceptable Use Policy. You may not represent or imply to others that your Customer Data is in any way provided, sponsored or endorsed by Redcliffe. Because you alone are responsible for your Customer Data, you may expose yourself to liability if, for example, your Customer Data violates the Acceptable Use Policy. Customer shall use the Customer Data in accordance with all applicable laws and regulations and shall manage and protect the Customer Data as required by those laws and regulations.
10.4 Ownership and Usage Analytics. Redcliffe may (a) compile statistical and other information relating to the performance, operation and use of the Services and (b) use any and all data generated by the Services, including Customer Data and information derived from Customer’s use of the Services (including demographic or preference information), in a form that is aggregated with data of Redcliffe’s other customers of the Services and anonymized such that neither Customer nor any End Users may be identified, for operations management, to create statistical analyses, for research and development purposes and for marketing purposes (collectively, “Usage Analytics”). Redcliffe may make Usage Analytics publicly available. Customer owns (or where applicable, shall ensure it has a valid license to) the Customer Data. Redcliffe owns and has all right, title and interest in and to the Usage Analytics.
10.5 Incidental Data Collection Features. Services may include certain features (“Incidental Data Collection Features”). Customer hereby warrants, represents, covenants, and agrees that, to the extent required by applicable laws, Customer shall ensure that Customer accurately and adequately notifies end users and other individuals who may be present during the operation of the Products of the presence of the Incidental Data Collection Features.
10.6 Permitted Use. Customer grants Redcliffe and its affiliates a non-exclusive, worldwide, irrevocable, royalty- free license to use, copy, transmit, sub-license, store, display, and index Customer Data (i) to the extent necessary to provide the Services in accordance with this Agreement; (ii) where required or authorized by law; and (iii) to develop Usage Analytics.
10.7 Third-Party Providers. The Services may enable Customer to link to, transmit Customer Data to, or otherwise access, other websites, information, products, services, and Services of third parties (e.g., device operating systems, social media Services, wireless carriers, APIs, plug-ins). Redcliffe does not control and is not responsible for such websites or any such products, services and information accessible from or provided through the Services. Customer shall be responsible for complying with the terms and conditions required by such third-party providers and all applicable laws, and Customer bears all risk associated with access to and use of such websites and third- party products, services and information. Customer shall take steps to ensure any transfer of Customer Data to any third party shall be in accordance with all applicable laws and requirements with respect to the transfer and use of the Customer Data.
11. EXPORT CONTROLS. You acknowledge that the Service is subject to export controls under the laws and regulations of the U.S. and any other Applicable Law. You agree to comply with all Applicable Law, including without limitation the U.S. Export Administration Regulations and, as applicable, will obtain all required U.S. and local authorizations, permits, or licenses. The parties agree to provide to each other information as may be reasonably required by the other in connection with obtaining authorizations or licenses.
12. U.S. GOVERNMENT LICENSE RIGHTS. All Service provided to the U.S. Government is provided with the commercial license rights and restrictions described in this Agreement. The U.S. Government has deemed that by installing, copying or using the Service, the Service is “commercial computer software” or “commercial computer software documentation” within the meaning of DFAR Section 226.7202 and FAR Section 11.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Service by the U.S. Government shall be governed solely by the term of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
13. FORCE MAJEURE. Redcliffe will not be liable for delay or failure to furnish the Service(s) contemplated by this Agreement when the delay or failure is caused by circumstances that are not reasonably within Redcliffe’s control, including an act of God, strike or lockout or other labor dispute, act of the public enemy, war (declared or undeclared), blockade, revolution, riot or civil commotion, lightning, fire, storm, flood, earthquake, explosion, medical emergency or epidemic or similar public health general disruption to economic activity, embargo, or any governmental restraint or inability to obtain or delay in obtaining governmental approvals, permits, or licenses. Until the Agreement is terminated, Customer in all cases remains responsible for its underlying payment obligations even if a delay is permitted pursuant to Force Majeure.
14. GOVERNING LAW AND ARBITRATION.
14.1 This Agreement, the related pricing documents, Order(s), add-on Orders, and the entire relationship of the parties, shall be governed by and construed under the laws of the State of Delaware without giving effect to its choice of law principles. The parties disclaim the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
14.2. This Section 14 facilitates the prompt and efficient resolution of any Dispute that may arise between Redcliffe and its customers and other third parties affected by that relationship. “Dispute” includes but is not limited to any and all claims, disputes or controversy (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) arising out of or relating to the Agreement or the Terms of Service, including the breach, application, validity, interpretation or scope thereof, including the determination of the scope or applicability of the Agreement or these Terms of Service to arbitration, whether presently in existence or based on acts or omissions in the past or in the future, except for the “Small Claims” identified below.
To the extent any party brings an action in small claims court or an equivalent court with jurisdiction, the Dispute may be resolve in that court so long as the Claim is pending only in that court. This arbitration provision does not limit or constrain Redcliffe’s right to interplead funds in the event of claims to funds associated with payments to several parties. To the extent a Dispute cannot legally be arbitrated (as determined by the arbitrator), the Parties will bring the suit, action, or proceeding that cannot be arbitrated according to these Terms of Service and any action related thereto or to the Agreement will be governed by the Federal Arbitration Act (FAA) and the laws of the State of Delaware. Except as otherwise expressly set forth above, the exclusive jurisdiction for all Disputes that you are not required to arbitrate will be the Business Court of Georgia and the parties shall agree to the jurisdiction of such court.
14.3 For all Disputes, you must first give Redcliffe an opportunity to cure or resolve the Dispute which is first done by emailing us at support@Bridge.insure and providing us with the following information: (i) your name, (ii) your address, (iii) a written description of your claim, and (iv) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, then you may pursue your Dispute as provided below.
14.4 Any dispute between any person using the Services and any other person or Redcliffe shall be decided as follows. Any dispute for the collection of fees shall be decided by the courts of Gwinnett County, Georgia, and customers agree to accept the jurisdiction and venue of such courts. All other disputes shall be decided as decided below. The party claiming dispute shall give notice (the date of notice shall be the “Notice Date”), after which the parties shall discuss such dispute over a 10-day period. After the 10-day period, either party may request a meeting to be held promptly, but in any event within thirty (30) days of the request. At such meeting, the Parties, together with a mediator if the parties have agreed on a mediator for such meeting, to review the circumstances of the dispute. In the event the Parties are unable to resolve the dispute within 45 days of the Notice Date, any party may submit the dispute to binding arbitration as set forth below.
14.5 If the Dispute is not resolved as provided in Section 14.4 above, either you or Redcliffe may initiate arbitration proceedings with the Judicial Arbitration and Mediation Service (JAMS). The arbitration shall be conducted in English before a single arbitrator and administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Streamlined Arbitration Rules”) in effect on the date the arbitration is filed and will be governed by the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the “JAMS Minimum Consumer Standards”). You may obtain copies of the current JAMS Streamlined Arbitration Rules, forms, and instructions for initiating an arbitration with JAMS by contacting JAMS online at www.jamsadr.com.
14.6 The party electing arbitration (the "Initiating Party") shall notify the other party or parties (the "Responding Party") in writing and such notice shall be accompanied by the name of the representative selected by the Initiating Party. The second representative shall be chosen by the Responding Party or Parties. Each representative shall have legal or financial experience. If the Responding Party or Parties do not select a representative within thirty (30) days after receipt by the Responding Parties of the notice of intent to arbitrate, the second representative shall be chosen by JAMS in Atlanta, Georgia. The first and second representatives shall then jointly agree on the arbitrator. If they have not selected the arbitrator within ninety (90) days of the Notice Date, JAMS shall select the arbitrator, who shall be the sole arbitrator for the dispute. The arbitrator shall have legal or financial experience.
14.7 The arbitrator will be empowered to determine the arbitrability of any Dispute between us and, because the Services and these Terms of Service concern interstate commerce, the FAA shall govern the arbitrability of all Disputes. However, unless the arbitrator determines it would be more appropriate to apply the substantive law or another U.S. jurisdiction or unless preempted by the FAA, the arbitrator will apply Delaware state law and applicable U.S. federal law (without regarding to conflict or choice of law principles) consistent with the FAA and the applicable statute of limitations or condition precedent to commencing a Dispute.
14.8 The situs of arbitration shall be Atlanta, Georgia. The arbitrator shall determine the rules of the arbitration, based on the Streamlined Commercial Arbitration Rules of JAMS but may deviate from such rules to achieve greater speed and cost-effectiveness in making its decision. The parties agree to facilitate the arbitration in all respects for speed and efficiency. The arbitrator shall have the power to render any provisional remedy that would be available from a court of law. The arbitrator shall endeavor to render final decisions within sixty (60) days of his or her selection. The arbitrator’s award shall be in writing. The arbitration judgment shall be final and binding on the parties. Any arbitration award shall be enforced in the Georgia Business Court and the parties agree to the jurisdiction of such court.
14.9 The arbitration will be commenced as an arbitration and will in no event be commenced as a class arbitration. To be clear, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action). You acknowledge and agree that you are waiving any ability to join or consolidate your Dispute in arbitration with the Dispute of any other person and to bring any Dispute on a class basis, in a representative capacity, on behalf of the general public, or on behalf of any other person.
Where there is a conflict or inconsistency between the JAMS Streamlined Arbitration Rules and procedures and this arbitration provision, this arbitration provision will govern. If any clause within this “Dispute Resolution and Arbitration” provision (other than the Class Action Waiver clause) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court. This “Dispute Resolution and Arbitration” provision will survive the termination of your account with us or our affiliates and your discontinued use of the Services.
14.10 All meetings and notices hereunder may be by electronic connections on which all parties can be seen and heard or notices where confirmation is obtained. ALL PARTIES VOLUNTARILY, KNOWINGLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING TO WHICH THEY MAY BE A PARTY INVOLVING THE AGREEMENT, THE RELATED ESTIMATE(S), ORDER(S), ADD-ON ORDERS, AND/OR THE RELATIONSHIP OF THE PARTIES. In any formal action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorney(s’) fees.
14.11 This Section 14 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator can award any damages or relief that a court of law could, including individual injunctive relief and reasonable attorneys’ fees when available under the governing law and will be final and binding on you and Redcliffe, without any right of appeal. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. The arbitrator’s award will address all claims properly brought before the arbitrator and will be in writing. Judgment upon any such award may be enforced in the Georgia Business Court or any court of competent jurisdiction.
4.12 Any arbitration proceedings initiated hereunder shall be kept in strict confidence, meaning that the parties agree not to disclose or cause to be disclosed to any third party the Dispute(s) to be arbitrated hereunder, or any of the underlying facts, circumstances, documents, and other materials relating to such Dispute(s), except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law.
15. ENTIRE AGREEMENT. Any written agreement you execute and the pricing document will incorporate these Terms of Service and together set forth the entire agreement of Redcliffe and you with respect to the Service, and the subject matter hereof, and supersede all prior and contemporaneous understandings and agreements, including, without limitation, purchase orders and specifications, whether written or oral. No amendment, modification, or waiver of any of the provisions of the Agreement by Customer will be valid unless set forth in a written instrument signed by all parties.
16. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of this Agreement will remain in full force and effect and shall control.
17. Any notice required or permitted to be sent under this Agreement shall be delivered by first class mail, return receipt requested, or via an international courier service (e.g. FedEx, DHL, UPS, etc.) to the addresses of the parties: 1) if Customer, the address Customer provided to Redcliffe in the Order; 2) if to Redcliffe, 3100 Five Forks Trickum Rd. Suite 403, Lilburn, GA 30047. Notice so sent will be deemed effective three days following deposit in the mail in the United States, proper postage prepaid or one day following delivery to an international courier, prepaid for overnight delivery.
18. REDCLIFFE RESERVES THE RIGHT, AT REDCLIFFE’S SOLE DISCRETION, TO CHANGE, MODIFY OR OTHERWISE ALTER THESE TERMS AND CONDITIONS AT ANY TIME. YOU CAN FIND THE MOST RECENT VERSION OF THESE TERMS AND CONDITIONS AT OR LINKED TO AT WWW.BRIDGE.INSURE/LEGAL (THE “WEBSITE”). SUCH MODIFICATIONS SHALL BECOME EFFECTIVE IMMEDIATELY UPON POSTING SUCH TO THE WEBSITE BUT REDCLIFFE WILL ENDEAVOR TO PROVIDE A COPY TO ITS CUSTOMERS AT THE TIME OF POSTING. IF YOU DO NOT AGREE TO THE POSTED, REVISED TERMS AND CONDITIONS, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT, SUBJECT TO SECTIONS 1, 7, AND 8 OF THESE TERMS OF SERVICE. THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION OF CUSTOMER RELATIONSHIP. CONTINUED USE OF THE SERVICE FOLLOWING THE POSTING OF MODIFICATIONS WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT US AT: BRIDGE@BRIDGE.INSURE.