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eTalkup User Agreement
BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE"/"REGISTER" BUTTON, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF USE BELOW. READ THE AGREEMENT CAREFULLY AS IT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO USE OF THE eTalkUp SOFTWARE AND SERVICE. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE "NO" BUTTON.

TERMS AND CONDITIONS OF USE

(1) SERVICE:
eTalkUp, Inc. ("eTalkUp") provides hosted integrated online communication solutions for online sales and support (the "Service") and the software enabling the use thereof and related updates, including any documentation files accompanying the software (the software, any modifications or updates and documentation hereinafter collectively referred to as the "Software"). The Software and Service are provided by eTalkUp and/or its affiliates and/or its or their respective successors and assigns (collectively "eTalkUp" or "we") to you (and everyone affiliated with you and/or your company to whom you provide the right to access the Service ("you" or "your"), subject to the terms of these Terms and Conditions of Use and all modifications thereto, and the other rules that may be published from time to time by eTalkUp. ("Terms and Conditions" or "Agreement"). From time to time we may notify you of updates or new versions of the Software or Service. Your download of the updated or new versions of the Software and/or subsequent use of the Service confirms your acceptance of, and is also subject to, these Terms and Conditions. If you do not agree to abide by these Terms and Conditions, you may not use the Service or Software.
 
(2) PAYMENT TERMS:
Upon completing the registration process and clicking the "I Agree" button, your credit card will be charged immediately for the amount shown on the registration page. Payment for the Service is on a pre-paid basis and is charged once each month to your credit card (unless otherwise specified in your payment terms). In the case whereby the Service is eTalkUp Pro, You may cancel this Agreement for a full refund of the first pre-payment within 15 days of initial registration ("Grace Period"). If You terminate the Service at any time after the Grace Period, or the Service is NOT eTalkUp Pro and you terminate at any time, then any fees prepaid are non-refundable. You are responsible for maintaining accurate and current credit card information. If credit card charges for the Service are denied for any reason, your use of the Service will be terminated.
 

(3) GENERAL CONDITIONS AND RESTRICTIONS:

You agree to use the Software and Service solely for your own personal or commercial use as an online communications platform.

While eTalkUp strives to protect personal information and privacy, we cannot guarantee the security of any information you disclose online. You acknowledge by entering into this Agreement that you are aware of our limitations with respect to security and privacy. You agree to provide true, accurate, current and complete information as required by eTalkUp. You agree not to transfer, assign, sublicense or resell the Service, in whole or in part, unless you are an authorized partner of eTalkUp and only pursuant to a partners' agreement entered into between you and eTalkUp ("Partners' Agreement"), and you further agree not to allow any third party unauthorized access to the Service. eTalkUp may change the Terms and Conditions from time to time and at any time, with or without a release of a new version of the Software or the Service, with notice to you, by sending you an e-mail regarding the change. You agree that any use of the Software and/or Service by you during the period of thirty (30) days after such notice has been posted on the eTalkUp Web Site for the first time, or at any time after the receipt of an e-mail advising you of such change, shall constitute your consent to the new or revised Terms and Conditions.

Unless produced by eTalkUp, the information you access or receive by using the Software, and/or the Service and information sent to you by visitors to your website ("Visitors"), is provided by the Visitors and is not, controlled, verified or endorsed by eTalkUp in any way. By using the Software and the Service you agree to: (i) determine whether the information complies with your needs; (ii) determine whether you have adequate legal rights to store, reproduce or otherwise make use of the information in the manner contemplated by you; and (iii) comply with all domestic and international laws and any other any legal obligations, including but not limited to, obligations imposed by copyright, trademark, trade secrets, defamation, decency, privacy, security and export laws.

You understand and acknowledge that we have no obligation to monitor any portion of the Service, including without limitation, content posted by you or your Visitors. You acknowledge and agree, however, that we retain the right to monitor the Service and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect the Service. We reserve the right to refuse to transmit or to remove any information or materials, in whole or in part, that, in our sole discretion, we deem unacceptable, undesirable, inappropriate or in violation of any law or these Terms and Conditions. You agree to immediately notify us of any unauthorized use of the Service or the Software or any other breach of security known to or suspected by you. eTalkUp assumes no responsibility for the deletion of or failure to store electronic messages, chat communications, or other information submitted by you or your Visitors using eTalkUp, whether submitted as part of the Service or otherwise.

If you violate these Terms and Conditions, you may be permanently or temporarily banned from using the Service and Software, at eTalkUp's sole discretion. By way of example but not limitation, eTalkUp reserves the right to terminate this Agreement at any time if eTalkUp determines, in its sole discretion, that your site or activities are unsuitable for the Service. "Unsuitable" sites or activities may include, without limitation, those sites that eTalkUp believes: (a) display or promote obscene, indecent, pornographic or sexually explicit activities; (b) promote abusive, threatening, hateful, harmful, harassing, libelous or violent behavior; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities or fail to comply with applicable law; (e) violate the intellectual property rights of third parties; or (f) have the potential to interfere with the use, enjoyment, deployment or operation of the Service by other Visitors.

 

(4) GRANT OF LIMITED LICENSE:

Subject to the terms and conditions of this Agreement, eTalkUp grants to you a non-exclusive, non-transferable, limited license to use the Software solely for the purpose of accessing and using the Service in accordance with these Terms and Conditions during the term of this Agreement. The Software and Service is provided on an "AS IS" and "AS AVAILABLE" basis. You agree not to do any of the following:

a. copy the Software or its content

b. translate the Software or its content

c. merge the Software with another program or modify the Software

d. reverse engineer (or make any attempt to discover the source code of the Software), disassemble, decompile, alter, duplicate, or make copies of the Software or the Service, or the eTalkUp Web Site

e. sublicense, rent, or lease any portion of the Software unless you are an authorized partner of eTalkUp and then only pursuant to your Partners' Agreement

f. use the Software or the Service for unauthorized commercial purposes (that is, for the purpose of generating revenue from the Service itself) or for any purposes other than those set forth in this Agreement, unless you do so as an authorized partner of eTalkUp pursuant to your Partners' Agreement

g. Unless authorized in writing by eTalkUp, use the eTalkUp monitor tags on web pages or email campaigns which generate over 100,000 visits per month or over 50 concurrent visitors at any given time.

h. Unless authorized in writing by eTalkUp, use the Knowledge Base in excess of 5,000 knowledge base visits per month. You may not use the Knowledge Base unless it is included in the Service for which you have registered and paid.

i. unless authorized in writing by eTalkUp, use the eTalkUp Email Management system in excess of 1,000 new tickets per Concurrent Operator Login. You may not use the Email Management system unless it is included in the Service for which you have registered and paid.

j. unless authorized in writing by eTalkUp, use LiveCall in excess of 1,000 calling Units per Concurrent Operator Login. You may not use the LiveCall system unless it is included in the Service for which you have registered and paid.

k. harass, threaten, embarrass or cause distress or discomfort to any Visitor, or any other individual or entity

l. impersonate any other person or entity, including without limitation any eTalkUp official, or misrepresent your affiliation with any other person or entity, or

m. send unsolicited bulk e-mail (spam) with a link to the Service (including button code or monitor tag) or eTalkUp Web Site, or a link to a web site that contains a link to the Service or eTalkUp Web Site.

 

(5) LiveCall

Usage
Accounts are allocated with limited calling units per month per licensed operator seat.are allocated 1,000 calling units per month per licensed operator seat. Unused calling units cannot be carried over from one month to another. However, calling units can be used by any combination of licensed operators within a given month.

Charges
Current trial version don't have charges applied.

Change of Charges
Based on prevailing market rates, eTalkUp reserves the right to change the table of charges for advanced users at any time by updating the web page at http://www.etalkup.com/support/charge/. If You do not wish to accept such adjustment, You are entitled to terminate the Account(s) which the adjustment affects.

 

(6) INTELLECTUAL PROPERTY RIGHTS AND PRIVACY:

You acknowledge and agree that eTalkUp is the sole owner of the Software, and the Service including without limitation, all applicable U.S. and foreign copyrights, patents, trademarks, and trade secrets, database rights, treaties, and all other intellectual property rights appurtenant thereto. Internet user data collected by eTalkUp in the course of fulfilling its obligations under this Agreement shall be used by eTalkUp in accordance with the then-current eTalkUp privacy statement located at www.etalkup.com/support/privacy/. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of eTalkUp and you will not acquire any rights to the Software except as expressly set forth herein. You are not permitted to disseminate any information that is made available to you, as a licensee, by eTalkUp, including without limitation, any usernames and/or passwords.

 

(7) EXPORT RESTRICTIONS:

You agree that you will not export or re-export the Software to any country, person, entity, or end user in violation of United States export restrictions. You represent and warrant that neither the U.S. Bureau of Industry and Security nor any other federal agency has suspended, revoked or denied your export privileges.

 

(8) DISCLAIMER OF WARRANTIES:

THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ETALKUP SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY, OR CONTENT OF THE SOFTWARE OR SERVICE; AND (ii) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SOFTWARE OR THE SERVICE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY OR ERROR IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD. IT IS YOUR SOLE RESPONSIBILITY TO ISOLATE THE SOFTWARE AND EXECUTE ANTI-CONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT SOFTWARE OR OTHER INFORMATION OBTAINED FROM THE SERVICE, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM. ETALKUP MAKES NO WARRANTY REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ETALKUP, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. ETALKUP ASSUMES NO RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE, DELIVER OR TIMELY DELIVER ANY INFORMATION, CHAT RECORDS OR MESSAGES.

 

(9) LIMITATION OF LIABILITY:

IN NO EVENT SHALL ETALKUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PERSON (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION AND THE LIKE), IN ANY WAY ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE SOFTWARE OR THE SERVICE, EVEN IF ETALKUP SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE SERVICE OR THE SOFTWARE, OR ANY OTHER SOFTWARE OR OTHER CONTENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ETALKUP'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU AGREE THAT IN NO EVENT WILL ETALKUP'S TOTAL LIABILITY EXCEED THE TOTAL OF THE MONTHLY FEES, IF ANY, PAID BY YOU FOR THE SERVICE AND THE SOFTWARE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE ALLEGED CLAIM OR ALLEGED CAUSE OF ACTION. IF THE SERVICE IS PROVIDED AT NO CHARGE TO YOU, ETALKUP SHALL HAVE NO LIABILITY WHATSOEVER TO THE YOU.

 

(10) INDEMNIFICATION:

By using the Service and Software, you agree to indemnify, defend, and hold eTalkUp harmless for any claims, damages, proceedings, losses, costs and/or expenses (including attorneys' fees and expenses) arising in connection with or related to your breach of any of the provisions, terms or conditions set forth in this Agreement or your use of the Service.

 

(11) TERMINATION:

You may terminate this Agreement at any time upon written notice to eTalkUp, but you shall be responsible for payment of all amounts then due to eTalkUp at the time of termination. eTalkUp may, in its sole discretion, terminate the Service or your use of the Service, permanently or temporarily, at any time with or without cause, immediately upon giving written notice to you. Upon termination, you will immediately cease all use of the Software and any documentation provided to you by the Service and return or destroy all copies thereof. Your right and license to use the Service and the Software shall immediately cease upon termination. You shall thereafter have no right, and eTalkUp shall have no obligation, to forward any messages or information to you, your Visitors or any other third party. Except as otherwise expressly provided herein, all sections of these Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, indemnities, warranty disclaimers, and limitations of liability. Termination is not an exclusive remedy and we reserve all other available remedies in contract, law or equity.

 

(12) FORCE MAJEURE:

eTalkUp shall not be liable to you or any other person for any delay or failure in the performance of this Agreement or for loss or damage of any nature whatsoever suffered by such person due to disruption or unavailability of communication facilities, utility or Internet service provider failure, acts of war, acts of terrorism, acts of vandalism, lightning, fire or other acts of God, strike, unavailability of energy sources or any other causes beyond eTalkUp's reasonable control.

 

(13) MISCELLANEOUS:

This Agreement, together with any Exhibits hereto, contains the entire agreement of the parties, and supersedes any and all previous agreements with respect to the subject matter hereof, whether oral or written. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. eTalkUp may transfer, assign, sublicense or pledge, in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof, or to any third party whatsoever, without notifying you or receiving your consent. Any waiver (express or implied) by eTalkUp of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. No provision of the Agreement may be waived except by a written instrument expressly waiving such provision and signed by a duly authorized officer of eTalkUp. By entering into this Agreement, you acknowledge that you are transacting business with eTalkUp in Washinton State. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Washinton and exclusive venue shall be in the state or federal courts of the State of Washinton. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 
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