Terms of service.

These terms of service (which we'll refer to below as the "Agreement") are a contract between you and Anywhereworks Canada, Inc. a corporation that carries on business under the business name “AnswerConnect”) (which we'll refer to below as just "AnswerConnect"). This Agreement will govern your use of AnswerConnect's products and services and all other aspects of your commercial relationship with AnswerConnect, so please read it carefully. By using or continuing to use AnswerConnect's products and/or services, you agree to each of the terms and conditions below.

ANSWERCONNECT’S SERVICES

In exchange for the payments associated with the plan you've selected, AnswerConnect will make its live call answering services (the "Services") available to you in accordance with this Agreement and the plan's terms, which are shown in the confirmation email you received following sign-up. You agree to access and use the Services solely for lawful business or professional purposes and to abide by AnswerConnect's policies regarding the use of the Services, as those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without AnswerConnect's prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that, upon written notice, AnswerConnect may change your plan or pricing on a prospective basis. You agree that the software and systems through which AnswerConnect delivers the Services are proprietary to AnswerConnect and shall in all events remain the exclusive property of AnswerConnect.

After sign up, you'll receive credentials (i.e., a username and password) with which you can access the Services and/or various features associated with the Services (e.g., the written messages that AnswerConnect's agents take on your behalf) (your "Credentials"). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorized disclosure or use, and you authorize AnswerConnect to provide access to the Services to any person who presents your Credentials. AnswerConnect may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your Credentials to any other product or service to AnswerConnect, you authorize AnswerConnect to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to AnswerConnect's provision of the Services.

n order to deliver the Services, AnswerConnect needs your permission to perform various tasks with the calls and messages that it handles on your behalf. Accordingly, you agree that AnswerConnect may (i) patch calls from third parties to you to the telephone number(s) that you provide to AnswerConnect for those purposes; (ii) create and maintain written records of messages from third parties to you that AnswerConnect takes on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to AnswerConnect for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to AnswerConnect in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to AnswerConnect; and (vii) take all other steps that are reasonably necessary in order for AnswerConnect to deliver the Services. You agree to inform AnswerConnect immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, AnswerConnect will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.

You further agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from your employees, agents, and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain, and acknowledge that you are solely responsible for obtaining, each of the permissions described above from third parties who use or may use the Services to communicate with you.

BILLING AND PAYMENT

You will incur the monthly charge(s) associated with the plan you've selected for each whole or partial month during which this Agreement remains in effect, plus any applicable taxes, duties, or other additional payments required by law, which you authorize AnswerConnect to collect from you. You are responsible for the full and on-time payment of all charges invoiced to you. If you exceed your allotted minutes in a month, you will be charged for all additional minutes used during that month at the overage rate associated with the plan you've selected. You acknowledge that you will be charged in whole-minute increments, and that any partial minutes will be rounded up to the nearest whole minute. You further acknowledge that chargeable call time includes all time spent by AnswerConnect's agents answering calls or performing other work on your behalf, including, for example, hold time and time spent patching a customer call forward.

You agree to pay to AnswerConnect the full amount of each monthly invoice you receive by the due date listed on the invoice. You authorize AnswerConnect to send your invoices to the primary email address you provided during sign-up, and to inform AnswerConnect immediately and in writing of any change to that email address or your other billing information. If you have provided AnswerConnect with your credit card information or enabled any other automatic payment method (e.g., ACH, PayPal, etc.), you authorize AnswerConnect to charge the amount of each of your monthly invoices to your credit card or via such other automatic payment method immediately upon each invoice's issuance. You further authorize AnswerConnect to charge your credit card or such other automatic payment method immediately in the event that you accrue any overage charges. You agree to inform AnswerConnect immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method, and that you are legally authorized to accept charges from AnswerConnect.

If you fail to make any payment due to AnswerConnect under the Agreement by the due date for payment, then you shall pay interest on the overdue amount at a rate of 3.0% per cent per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. You shall pay the interest together with the overdue amount.

You shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). AnswerConnect may at any time, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by AnswerConnect to the you.

TERM AND TERMINATION

This Agreement will continue on a month-to-month basis until you or AnswerConnect terminates it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 90 calendar days. Following that period, either you or AnswerConnect may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. Notwithstanding any of the foregoing, AnswerConnect may terminate this Agreement at any time if, in its sole discretion, it determines that you have violated any provision of this Agreement or AnswerConnect's policies regarding the use of the Services, as those policies may change from time to time. Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections ("DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS") will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of AnswerConnect's right to enforce, any obligation that arose during the term of this Agreement. Upon termination of this Agreement by either party as contemplated above, you will be charged and responsible for paying a pro-rated amount of monthly fees and charges for the month of termination, up to the point at which this Agreement is terminated.

Upon termination of this Agreement for any reason, you shall immediately pay to AnswerConnect all of AnswerConnect’s outstanding unpaid invoices and interest.

DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION

EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, FULL FURNISHES THE SERVICES "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, FULL cannot and does not warrant that it will have sufficient resources to handle unexpected increases in call volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; FULL expressly disclaims any and all warranties to that effect.

ANSWERCONNECT'S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO ANSWERCONNECT OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL ANSWERCONNECT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

You agree to indemnify, defend, and hold harmless AnswerConnect from and against any and all claims, losses, demands, liabilities, fines, penalties, costs, and expenses suffered or incurred by AnswerConnect as a result of, or in connection with, any third party or governmental claim or cause of action against AnswerConnect (including, but not limited to, all legal fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part by, or is related to (1) any wrongful act or omission by you, your employee(s), or your other agent(s), including, without limitation, any breach of this Agreement; or (2) the method chosen by you for AnswerConnect to access your PHI.

COMMUNICATION

Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in the terms of use; if sent by pre- paid first class post or other next working day delivery service, at 9:00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one business day after transmission.

FORCE MAJEURE

For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of AnswerConnect including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of AnswerConnect or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, including but not limited to any restrictions on business put in place in response to COVID-19, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or subcontractors.

AnswerConnect shall not be liable to you as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.

ASSIGNMENT

AnswerConnect may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.

You shall not, without the prior written consent of AnswerConnect, which consent may be arbitrarily withheld, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.

MISCELLANEOUS

This Agreement supersedes all previous agreements between you and AnswerConnect, in whatever form, and (except for terms describing the monthly charges, overage charges, and allotted monthly minutes associated with the plan you've selected) constitutes the AnswerConnect, final, and entire agreement between you and AnswerConnect regarding this Agreement's subject matter. The parties expressly acknowledge that no implied terms shall be inserted into this Agreement. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. AnswerConnect shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, which shall not alter the parties’ rights and obligations under the Agreement. In the event that AnswerConnect deems such a change to be necessary, AnswerConnect shall promptly notify you of the change.

In delivering the Services, AnswerConnect shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and AnswerConnect or any of AnswerConnect's employees or other agents.

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the Province of Ontario, Canada and such federal laws as are applicable therein. Each party irrevocably agrees that the courts of Ontario shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party's right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only in a writing signed or otherwise approved by AnswerConnect. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. AnswerConnect may assign this Agreement without prior notice.