(“Agreement”) is between FlexiSystems Inc.
(“FlexiSystems”) and an end user (“User”) of
the Flexicalls voice line (“Flexicalls”). Any Flexicalls
services or products (“Services”) provided by
FlexiSystems to User shall be governed by the terms
and conditions herein.
By activating the service the End User
acknowledges reading, understanding and
acknowledging this Agreement and accepts the terms
and conditions herein.
User acknowledges that they are of legal age
to enter into this agreement.
The terms and conditions stated herein
are in lieu of and replace any and all terms and
conditions set forth in any document issued by
User, including, without limitation, purchase
orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND
CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END
USER AT ANY TIME ARE HEREBY OBJECTED TO BY
FlexiSystems, AND ANY SUCH DOCUMENTS SHALL BE
WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE
RENDERED HEREUNDER AND SHALL NOT BE BINDING IN
ANY WAY ON FlexiSystems.
No waiver or amendment of this contract
or these terms and conditions shall be binding
on FlexiSystems unless made in writing expressly
stating that it is such a wavier or amendment
and signed by an authorized representative of
The term of this Agreement (‘Term”)
begins the date the User purchases Services and
continues for the duration of the service period
as defined by the service plan that is selected
by End User (“Plan”).
At the end of the current Term, the Term
is automatically renewed unless end user
provides FlexiSystems prior to the end of the
current Term of notification of intention to
cancel the service.
End User agrees to pay for Service for
the duration of the Term.
If User chooses to cancel service before
the end of the current Term, there will be no
reimbursement of monthly service fee paid or
money placed on reserve account.
All monthly fees need to be paid to continue
monthly service plan. Service provided is on a
prepaid basis only.
If User account remains inactive for ninety (90)
days, then account will be considered inactive
and User stand the risk of losing their number.
If after a period of inactivity User
wishes to start using service again, User
understands and accept that a new Term has begun
and User may receive a different voice line
number than the number previously provided.
To provide the Service FlexiSystems will provide
voice line adapter (“Equipment”) to User at
the current selling price of the equipment.
FlexiSystems liability for delivery shall
cease, and title, (if applicable) and all risk
of loss or damage shall pass to User upon
delivery to carrier. User will be provided with twelve (12) months
manufacturer’s warranty from the date of
purchase of Equipment or Service. User shall be
required to obtain authorization from
FlexiSystems to return any Equipment.
FlexiSystems will provide replacement of
Equipment only if the Equipment is deemed to be
defective and covered under the manufacture’s
warranty. FlexiSystems will not cover
replacement of Equipment that is lost, stolen or
modified. Equipment returned by User that is not
covered under warranty may be refused by
FlexiSystems, and User will be responsible to
pay return shipping charges. Shipping charges
and any excise and sales duty, or taxes is not
User acknowledges and agrees that the Services
are provided “as is, where is.” Credit
allowances for interruption of the Services
shall not be provided.
NUMBER. Any telephone number provided by
FlexiSystems (“Number”) to the User shall be
leased and not sold.
User is not to use the number with any
other device other than the Equipment provided
by FlexiSystems. Numbers issued are the property
of FlexiSystems and cannot be transferred to any
STOLEN, ALTERED OR BROKEN EQUIPMENT.
User shall not modify the Equipment in
any way nor shall User use the Equipment except
with the Services provided hereunder. End User
is responsible for all lost, stolen or broken
Equipment and will be required to purchase a
replacement to continue service. Replacement
charges will be based upon the fair retail price
of the equipment, plus any applicable shipping
costs and taxes.
User shall immediately notify
FlexiSystems of any stolen or lost equipment.
Failure to do so in a timely manner will cause
User to be responsible for any reserved funds
used on User’s account and lost of monthly
service plan fee.
USES. Any use of the Service or any other
action that causes a disruption in the network
integrity of FlexiSystems or its vendors,
whether directly or indirectly, is strictly
prohibited and could result in termination if
the Services. User understands that neither
FlexiSystems nor its vendors are responsible for
the content of the transmissions that may pass
through the Internet and/or the Services. User
agrees that it will NOT use the Service in ways
that violate laws, infringe the rights of
others, or interfere with the users, service, or
equipment of the network.
User agrees and represents that it is
purchasing the Services/and or Equipment for its
own internal use only and shall not resell,
transfer or make a charge for Services or the
Equipment without the advance express written
permission of FlexiSystems. Such use shall not
include certain actives, but not limited to fax
broadcast, fax blasting, telemarketing,
continuous connectivity, autodialing, extensive
call forwarding or any other such activity which
is not within the realms of personal, or small
TO THE AGREEMENT, SERVICES OR PLAN.
FlexiSystems reserves the right to make changes
to the terms and conditions of this Agreement,
the Service and/or the plan.
In the event that there are changes, all
changes will be posted to Website currently
listed as http://www.flexicalls.com.
Notice will be considered received by
User and such changes will becoming binding to
End Users, on the date the changes are posted to
the website (“Change of Date”), and no
additional notice will be required.
If User continues to use the service
after the Change Date, User is deemed to have
accepted and consented to the changes of terms
and conditions of the Service
FlexiSystems utilizes the public Internet and
third party networks to provide voice
communication services. Accordingly,
FlexiSystems cannot guarantee the security of
voice communication to User. FlexiSystems is
committed to respecting a User’s privacy.
Once User chooses to provide personally
identifiable information, it will only be used
in the User’s relationship with FlexiSystems.
FlexiSystems will not sell, rent or lease
Users’ personally identifiable information to
required by Law or subpoena or if End User’s
prior permission is obtained.
Moreover, upon the appropriate request of
a government agency, law enforcement agency, or
court or as otherwise required by law,
FlexiSystems may disclose personally
No Equipment may be returned by User for any
reason without prior approval of FlexiSystems.
Returns will only be approved by FlexiSystems if
the return is in need of repair or exchange that
is covered by the manufacturer’s warranty.
No broken or otherwise damaged Equipment
will be accepted. Repairs or exchanges will be done in a responsible and
SUPPORT. FlexiSystems provides technical
support to Users via telephone and e-mail for
the Services and the Equipment provided
Support for other applications and uses
is not provided or implied.
In the event that the User breach the term of
the Agreement, including without limitation,
failure to pay any sum due hereunder User shall
reimburse FlexiSystems for all attorney, court,
collection and other cost incurred by
FlexiSystems in the enforcement of FlexiSystems
rights hereunder and FlexiSystems may keep any
deposits or other payments made by User.
User agrees to defend, indemnify and hold
FlexiSystems, its affiliates and its vendors
harmless from any claim or damages relating to
OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL FLEXISYSTEMS
OR ITS VENDORS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES INCLUDING BUT NOT LIMITED
TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR
ARISING OUT OF OR IN CONNECTION WITH THE USE IF
INABILITY TO USE SERVICE OR PRODUCTS PROVIDED
HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT,
BREACH OF WARRANTY, THE NEGLIGENCE OF
FLEXISYSTEMS OR ITS VENDORS OR OTHERWISE.
AND LIABILITY LIMITATIONS. FLEXISYSTEMS
MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. NEITHER FLEXISYSTEMS NOR ITS
VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS
TO FLEXISYSTEMS OR END USER’S TRANSMISSION FACULTIES
OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS
OR ALTERATION, THEFT OR DESTRUCTION OF END
USER’S DATA FILES, PROGRAMS, PROCEDURES OR
INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS
OR DEVICES, OR ANY OTHER METHOD REGARDLESS OF
WHETHER SUCH DAMAGE OCCURS AS A RESULT OF
FLEXISYSTEMS OR ITS VENDORS’ NEGLIGENCE. ANY CLAIMS
AGAINST FLEXISYSTEMS MUST BE MADE WITHIN 30 DAYS
OF THE EVENT OF THE CLAIM OR 30 DAYS FROM THE
TERMINATION OF THE SERVICE WHICHEVER IS EARLIER
AND FLEXISYSTEMS HAS NO LIABILITY THEREAFTER.
FLEXISYSTEMS LIABILITY IS LIMITED TO REPAIR,
REPLACEMENT, CREDIT OR REFUND OR PURCHASE PRICE
ONLY AND DOES NOT INCLUDE ANY SHIPPING, DUTY OR
TAXES. FLEXISYSTEMS MAY ELECT TO PROVIDE A
REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR
AND SAID CREDIT SHALL NOT EXCEED PURCHASE PRICE.
ALL WARRANTIES COVER ONLY DEFECTS ARISING UNDER
NORMAL USE AND DO NOT INCLUDE MALFUNCTIONS OR
FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT,
ALTERATION, MODIFICATION, IMPROPER INSTALLATION
OR REPAIRS BY ANYONE OTHER THAN FLEXISYSTEMS.
UNDER NO CIRCUMSTANCES SHALL FLEXISYSTEMS TOTAL LIABILITY
HEREUNDER EXCEED THE AMOUNTS PAID BY END USER TO
FLEXISYSTEMS IN THE PRIOR THREE MONTHS FROM DATE
COMPLIANCE. User agrees to comply with the
U.S. Export laws concerning the transmission of
technical data and other regulated materials via
the Services. User agrees to comply with
applicable local, state and federal regulations
governing the locality in which the Equipment
and Services are used.
BEYOND OUR CONTROL (FORCE MAJEURE).
FlexiSystems shall not be liable for any delay
from acts of God, riot, flood, hurricane, fire,
war, embargoes, strikes, labor disputes,
government intervention, late delivery of
Equipment by suppliers or any other unforeseen
events that occur disputes FlexiSystems’ best
Disputes or claims between User and FlexiSystems
relating to the Service or Equipment provided
relating to this agreement will be resolved by
arbitration before a single arbitrator administered
by the American Arbitration Association according to
its Commercial Arbitration will be conducted in
Miami, Florida and shall be in English. All parties
agree that the Arbitrator has the authority to: (a)
award relief in excess of what the Agreement
provides; or (b) awarded punitive or exemplary
damages. Judgment awarded by an arbitrator may be
entered in any court having jurisdiction thereof.
All claims shall be arbitrated individually and User
shall not join any class action suit of any kind in
court, or in arbitration or seek to consolidate or
bring any previously consolidated claims in
arbitration. User acknowledges that this provision
for arbitration constitutes a wavier of any right to
a jury trial.
The Agreement and
relationship between User and FlexiSystems shall be
governed by the laws of the State of Florida without
regard to its conflict of law provisions.
To the extent court action is initiated to
enforce an arbitration award or any other reason
consistent with Section 20, User and FlexiSystems
agrees to submit to the personal and exclusive
jurisdiction of the courts within the State of
Florida, to the extent possible in Miami, Florida
and waive any objection as to venue or inconvenient
failure of FlexiSystems to enforce any rights or
provision of this agreement does not constitute a
waiver of such right or provision. If any provision
of the Agreement is found b a court of competent
jurisdiction to be invalid, the parties nevertheless
agree that the court should endeavor to give effect
to the parties’ intentions as reflected in the
provision, and the other provisions of the Agreement
remain in full force and effect. User agrees that
regardless of any statue or law to the contrary, any
claim or cause of action arising out of or related
to use of the Service or the agreement must be filed
within ninety (90) days, after such claim or cause
of action arose or forever be barred.
ENTIRE AGREEMENT. The terms and
conditions of this Agreement constitute the entire
agreement with regard to this sale and expressly
supersede and replace any prior or contemporaneous
agreements, written or oral, relating to the
agreement shall be binding upon the heirs,
successors, and assignees of FlexiSystems, and User.