Please read these RingTo Terms of Service (the "Terms of Service") carefully.
By clicking "I Agree," you agree to these Terms of Service on behalf of yourself (or the entity on behalf of which you are setting up an account) ("You"). Your agreement to these Terms of Service will be an agreement between You and Bandwidth.com, Inc. ("Bandwidth"). RingTo is a service offered by Bandwidth.
If You do not agree to these Terms of Service, You are not authorized to use the Service (as defined below). Your use of the Service also constitutes Your acceptance of these Terms of Service, as well as the Acceptable Use Policy (as defined below), each of which is incorporated in these Terms of Service by reference.
THESE TERMS OF SERVICE INCLUDE A MANDATORY ARBITRATION PROVISION THAT DISALLOWS CLASS ACTIONS, A CLASS ACTION WAIVER PROVISION, AND A JURY WAIVER PROVISION.
These Terms of Service are subject to change from time to time as determined by Bandwidth in its discretion. Modified and/or updated versions of these Terms of Service will be posted at https://ring.to. You should check https://ring.to regularly for modified and/or updated versions of these Terms of Service.
Bandwidth will provide You notice of any material changes to these Terms of Service. Except as otherwise determined by Bandwidth, modified and/or updated versions of these Terms of Service will be effective immediately upon posting; modified and/or updated versions of these Terms of Service will be identified by the date, month and year they become effective.
1. The RingTo Service Use of the Service will permit You to port to Bandwidth an unlimited number of telephone number(s) or, under some limited circumstances, obtain telephone number(s) directly from Bandwidth and either (i) cause any inbound call to such number(s) to forward to any other number that you control, (ii) initiate an outbound call from a telephone number that You obtain (or port to Bandwidth); (iii) display a number that You obtain (or port to Bandwidth) on an outbound call initiated from any other number that You control, (iv) play for the caller to such number a recorded response; (v) cause any inbound text to such number(s) to forward to any other number that you control; and/or (vi) permit You to send and/or receive a text from any number that you control (the "Service"). If Bandwidth at any time permits You to set the displayed name (the "Displayed Name" or "CNAM") associated with any telephone number(s), You are fully and exclusively responsible for the accuracy of the Displayed Name, which will be a fair and accurate representation of Your identity.
The Service is an enhanced call management service; you cannot make any 911 call or text utilizing the Service.
If You associate the Service and/or any telephone number that You obtain (or port to Bandwidth) with VoIP adapter and/or an analog telephone adapter, including, without limitation, an Obihai device, the following applies: You (i) must obtain emergency calling (i.e., 911 service) from a third party; and (ii) acknowledge and agree that You have obtained such emergency calling (i.e., 911) service from a third party. If, for any reason, You or other callers use the Service to make or attempt to make any 911 call or text, the emergency operators may not have a number available to return the caller’s call; all callers must be prepared to verbally provide their call-back information for use by emergency operators.
If You associate the Service and/or any telephone number that You obtain (or port to Bandwidth) with an over-the-top ("OTT") Internet application, the following applies: YOU CANNOT MAKE ANY 911 CALL OR TEXT UTILIZING THE SERVICE. THE SERVICE MAY PROVIDE HANDLING DESIGNED TO REDIRECT A 911 CALL TO THE NATIVE DIALER WHEN POSSIBLE ON A REASONABLE COMMERCIAL EFFORTS BASIS. HOWEVER, THIS FUNCTIONALITY IS DEPENDENT ON THE OPERATING SYSTEM OF THE MOBILE PHONE, WHICH IS OUTSIDE OF BANDWIDTH’S CONTROL AND SUBJECT TO CHANGE AT ANY TIME. YOU EXPRESSLY ACKNOWLEDGE THAT THE SERVICE, WHETHER FOR MOBILE OR FIXED DEVICES IS NOT INTENDED, DESIGNED OR FIT FOR PLACING, CARRYING OR SUPPORTING 911 CALLS. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED, DESIGNED OR FIT FOR PLACING, CARRYING OR SUPPORTING ANY CALL TO ANY EMERGENCY SERVICE OR ANY CALL FOR THE PURPOSE OF OBTAINING ASSISTANCE, HELP OR AID IN THE EVENT OF AN EMERGENCY. Neither Bandwidth nor any of its affiliates, subsidiaries, parent companies, agents, partners or employees are or will be liable to You or any third party in any respect for any costs or damages arising either directly or indirectly from the use of the Service for 911 calls, including calls to emergency services and calls for the purpose of obtaining assistance, help or aid in the event of any emergency. If, for any reason, You use the Service to make or attempt to make any 911 call and the Service redirects the 911 call to the native dialer, the emergency call center operators may not have a number available to return a caller’s 911 call; all callers must be prepared to verbally provide their call-back information for use by emergency call center operators. You must maintain an alternative means of calling emergency services.
2. Use of Intellectual Property
A. Bandwidth grants to You, subject to these Terms of Service, an individual, personal, limited, non-sublicensable, non-exclusive, non-transferable and revocable right during the Term (as defined below) to permit You to use the Service in accordance with these Terms of Service. You will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service; (ii) modify, translate or create derivative works based on the Service; (iii) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially exploit or otherwise transfer rights to the Service or make the Service available to any third party; (iv) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels on the Service; or (vi) copy, reproduce, post or transmit the Service in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording or other means. You will make every reasonable effort to prevent unauthorized third parties from accessing the Service. You acknowledge that Bandwidth and its licensors retain exclusive ownership throughout the world of the Service, any portions or copies thereof, and all rights therein, including, without limitation, any suggestions, enhancement requests, feedback, recommendation or other information provided by You or any other party relating to the Service. Upon termination of these Terms of Service for any reason, You will cease to use or have access to the Service.
B. The Service provided to You and all information, documents and materials on Bandwidth’s websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All of Bandwidth’s websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "Marks")
are and will at all times remain Bandwidth’s exclusive property.
C. You acknowledge and agree that the Service may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Bandwidth may incorporate such third party software or technology to: (i) add new or additional functionality, or (ii) improve the technical performance of the Service. Any such third party software or technology that is incorporated falls under the scope of these Terms of Service.
D. You grant to Bandwidth the non-exclusive, worldwide right to (i) use, copy, transmit and display any data, information or other materials provided to Bandwidth by You in the course of using the Service, including, without limitation, audio recordings and call logs ("Your Data") solely to the extent necessary to provide the Service to You, and (ii) compile statistical analyses of Your Data on an anonymized basis (and in conjunction with similar data aggregated in connection with the use of the Service by other Bandwidth customers) to improve Bandwidth’s network, products, Service and/or offerings. You acknowledge and agree that Your Data may be transferred outside of the country or other jurisdiction where You are located.
E. Bandwidth will have no liability for any damage, liabilities or losses (including, without limitation, any loss of Your Data or profits) that may occur due to the loss of Your Data.
3. Restrictions and Policies
A. The following restrictions and limitations also apply: The Service is provided for Standard Use. Bandwidth reserves the right to ensure that Your use of the Service is consistent with Standard Use and otherwise complies with these Terms of Service. If Bandwidth determines that You are not using the Service for Standard Use, Bandwidth may, in addition to all other rights and remedies pursuant to these Terms of Service, terminate Your Service. "Standard Use" means use of the Service as contemplated by these Terms of Service in a manner consistent with customary, single-family consumer / residential use, as reasonably determined from time to time by Bandwidth; Standard Use does not include use outside of the United States. For example, Standard Use means (i) customary live conversation between two individuals; for clarity, lack of continuous conversation, unusual calling patterns, excessive caller and calling destinations and/or excessive usage (for example, more than 5,000 minutes of voice calling usage in any calendar month and/or more than 2,500 SMS and/or MMS messages in any calendar month); and (ii) any SMS or MMS message is from a natural person and for person-to-person messaging only, meaning each SMS or MMS message must be initiated due to human interaction (as opposed to automated or timed messages); an SMS or MMS message may originate from a mobile phone, a computer or an Internet-based service, but the SMS or MMS message must be initiated due to human interaction, versus an automated or timed message.
B. You will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with Your use of the Service, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which Bandwidth controls and operates the Service. You will comply with the Acceptable Use Policy, posted by Bandwidth from time to time atwww.bandwidth.com/legal, which is incorporated by reference into these Terms of Service.
C. In addition to complying with the Acceptable Use Policy, any SMS or MMS messages that You send (a) will not contain any material that is unlawful; (b) will not violate or infringe any copyright, patent, trademark or trade secret or right of privacy or publicity or any other personal or proprietary right of any third parties; (c) will not contain any Unauthorized Code; and (d) will not include any spamming, mail-bombing, spoofing or any fraudulent, illegal, or unauthorized use. You are solely responsible and liable for all use of the Service by any user, even if such use occurs without Your permission. You are solely responsible and liable for all costs associated with the sending or receiving of any SMS or MMS messages charged to You by any third party carrier that You use in connection with Your use of the Service.
D. Bandwidth respects the privacy of its users. Bandwidth may provide information such as Your name, address, and credit card number to organizations (such as credit verification and billing Service) to ensure that Bandwidth receives proper payment for Your use of the Service, if applicable. Bandwidth will not share, rent, sell or trade personal information (including, without limitation, Your e-mail addresses) that identifies You to third parties. Bandwidth will not share, rent, sell or trade Your Data; provided, however, Bandwidth may compile statistical analyses of Your Data on an anonymized basis (and in conjunction with similar data aggregated in connection with the use of the Service by other Bandwidth customers) to improve Bandwidth’s network, products, Service and/or offerings. Bandwidth may use this information to contact You to ensure that You are satisfied with Bandwidth products or Service, learn about any ideas You may have to improve Bandwidth’s products, Service or offerings, call Your attention to additional products, Service or offerings provided by Bandwidth, and communicate other information that Bandwidth believes will be useful to You.
Bandwidth will abide by applicable CPNI regulations. You agree and understand that it may be necessary for Bandwidth in the course of providing the Service to access, use or disclose Your information, including, without limitation, pursuant to subpoenas duces tecum (and similar subpoenas) or court orders and other actions of governmental agencies or entities.
E. Bandwidth will have no liability to You for any unauthorized access or use, corruption, deletion, destruction or Loss of any of Your Data. In addition to Your obligations pursuant to Section 7 below, You acknowledge that You will protect and backup Your Data.
A. Bandwidth may from time to time interrupt or otherwise impact the Service for routine maintenance. Bandwidth will use commercially reasonable efforts to perform such maintenance in a manner that will not unreasonably interrupt the Service.
B. If You believe that a loss or material degradation of any Service has occurred ("Service Event"), You will first conduct customary problem isolation, resolution and troubleshooting activities. If You believe that the Service Event is attributable to or related to RingTo or Bandwidth’s network, You may notify RingTo’s Customer Care department at firstname.lastname@example.org, or by any Electronic Tools provided by Bandwidth from time to time, to report the Service Outage(s) and initiate an investigation of the cause and remedy of such Service Event ("Trouble Ticket"). Once a Trouble Ticket(s) has been opened, Bandwidth’s appropriate personnel may initiate diagnostic testing and isolation activities to determine the source and severity of the Service Event(s) and suggest a remedy to, or enact a remedy on Your behalf. Bandwidth may, without notice, perform work at any time to correct, replace or repair network conditions which are likely to cause a Service Event, and which require immediate correction ("Emergency Maintenance").
C. If You believe that any user of the Service has violated the Acceptable Use Policy, You may report the violation to Bandwidth at http://www.bandwidth.com/report-potential-aup-violation.
5. Provision of Contact and Billing Information and Payment of Fees
A. You agree to pay Bandwidth the then-applicable fees as set forth in any service plan in effect from time to time, if any (the "Fees"). Such Fees include, without limitation, a Fee of $5.00 to port out of the Service any telephone number(s) and include all license fees, miscellaneous fees, and surcharges; provided, however, Bandwidth will waive the Fee of $5.00 to port out of the Service any telephone number(s) that You previously ported to the Service. Unless otherwise agreed in this Agreement, Bandwidth may increase or add Fees upon thirty (30) days prior notice to You. All fees under these Terms of Service are irrevocable and nonrefundable.
B. If any Fees are payable, You agree to provide Bandwidth with accurate billing information and with truthful, accurate and complete contact information, including Your legal name, street address, e-mail address and telephone number, and to update this information within thirty (30) days of any change to it. If the contact information You have provided is false or fraudulent, Bandwidth reserves the right to terminate Your access to the Service immediately without any obligation to return Your Data.
C. For credit card payments, Your account will be considered delinquent if Your credit card company refuses for any reason to pay the amount billed to it.
D. Unpaid charges are subject to interest of one and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
E. If You believe Bandwidth has billed You incorrectly, You must contact Bandwidth in writing no later than thirty (30) days after the date of the first billing statement in which the error or problem appeared to receive an adjustment or credit.
F. Your access to the Service may be suspended if Your account is delinquent. Bandwidth may impose a charge to restore Your Data from delinquent accounts. Bandwidth’s suspension of the Service based on Your failure to make payment will not excuse You from Your obligation to make payment(s). Any account which is suspended for more than thirty (30) days will be terminated without any obligation on the part of Bandwidth to maintain Your Data.
6. Passwords and Security You will choose or be given all applicable passwords to use in connection with the Service. You are entirely responsible for maintaining the confidentiality of Your passwords and account. Furthermore, You are entirely responsible for any and all activities that occur under Your account and You will ensure that You exit from Your account at the end of each session. You will notify Bandwidth immediately of any unauthorized use of Your account or any other breach of security. Bandwidth cannot and will not be liable for any loss or damage arising from Your failure to comply with these requirements.
A. The term ("Term") to which these Terms of Service applies will begin once You accept these Terms of Service as described above. These Terms of Service will apply until terminated by You or Bandwidth pursuant to these Terms of Service.
B. Bandwidth may terminate these Terms of Service with or without cause at any time by providing to You not less than thirty (30) days’ prior written notice; provided, however, if Bandwidth determines, in its discretion, that (i) Your use of the Service (or the specific method or technology utilized by You) materially and adversely interferes with or otherwise places in jeopardy Bandwidth’s network, other customers, partners and/or the overall business(es) of Bandwidth or any of Bandwidth’s other customers or partners, (ii) You violate any provision of the Acceptable Use Policy or Bandwidth reasonably concludes that You have violated the Acceptable Use Policy; and/or (iv) Bandwidth reasonably concludes that the provision of the Service to You will violate applicable law or has become impractical due to applicable law, Bandwidth may suspend or terminate these Terms of Service and/or any or all Service immediately upon as much prior notification to You as is practicable under the circumstances, if any.
C. Upon the occurrence of a Default (as defined below), Bandwidth may, in addition to any other rights that Bandwidth may have arising as a result of such Default: (i) suspend Bandwidth’s performance of any or all Service without liability or further obligation immediately; and/or (ii) terminate these Terms of Service without liability or further obligation immediately upon written notification of termination to You. All remedies expressed in these Terms of Service are without exclusion as to any rights or remedies that the parties may have under these Terms of Service or which may be recognized under controlling law.
D. You agree and acknowledge that Bandwidth has no obligation to retain Your Data and that Your Data may be irretrievably deleted following the termination of these Terms of Service.
E. Upon expiration or termination, You will immediately cease all use of the Service. Notwithstanding any such expiration or termination, Your obligation to pay for Service will survive previously utilized will survive. Termination is not an exclusive remedy and all other remedies will be available whether or not the license granted herein is terminated. Notwithstanding the foregoing, if You are dissatisfied with the Service, Your sole and exclusive remedy is to discontinue using the Service.
8. Warranty and Disclaimer YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SERVICE AT YOUR OWN SOLE RISK. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND, AND BANDWIDTH DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. BANDWIDTH DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICE.
9. Limitation of Liability BANDWIDTH’S TOTAL LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICE (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY YOU TO BANDWIDTH FOR THE SERVICE UTILIZED BY YOU PURSUANT TO THESE TERMS OF SERVICE IN THE SIX (6) MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. NEITHER BANDWIDTH NOR ITS LICENSORS WILL BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF BANDWIDTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
10. Indemnification You will defend, indemnify and hold Bandwidth, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any and all actual or alleged costs, damages, expenses, losses, and/or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising from any action, claim, suit or proceeding commenced by any third party for damages to any tangible property or bodily injury to or death of any person arising out of or caused by Your negligence or willful misconduct, except for those costs, damages, expenses, losses, and/or liabilities of any kind caused by any act or omission of Bandwidth or its directors, officers, employees, or agents. Bandwidth will promptly notify You in writing of any such action, claim, suit or proceeding. You will control the response to any such action, claim, suit or proceeding and the defense thereof, including, without limitation, any agreement relating to the settlement thereof. In addition to the foregoing general indemnity, You will at all times defend, indemnify and hold Bandwidth, its subsidiaries and affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from all claims arising out of or due to the utilization by any other person or entity to which You provide any Service in connection with or utilizing any Service provided to You pursuant to these Terms of Service, including, without limitation, due to (i) Your failure to comply with any applicable laws; (ii) claims for libel, slander, and/or invasion of privacy; (iii) claims for infringement of copyright and/or trademark; (iv) claims for infringement of patents arising from combining or using Service or equipment furnished by Bandwidth with Service and/or equipment furnished by any other person or entity; and (v) claims arising from any failure, breakdown, interruption or deterioration of service provided by Bandwidth to You.
11. Dispute Resolution
A. You and Bandwidth wish to promptly and fully resolve any dispute arising in connection with these Terms of Service in good faith, confidentially, and informally with minimal transaction costs. Neither You nor Bandwidth may make any public statement regarding any such dispute and/or the existence of any such dispute except as otherwise expressly provided in this Section 11. If either You or Bandwidth determines that any dispute cannot be resolved informally, then such party will initiate an escalation process by giving written notice ("Escalation Notice") to the other party. Each party then will name one (1) representative, which representative will be knowledgeable of the subject matter in dispute and with authority to discuss the dispute (hereinafter the "Authorized Representatives"). The Authorized Representatives will meet in person or by conference call, together with any persons assisting them as determined by such Authorized Representatives respectively, not later than fifteen (15) calendar days after delivery of the Escalation Notice. All negotiations conducted by the Authorized Representatives will be confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any other applicable rules of evidence. The Authorized Representatives will conduct such additional meetings as they deem necessary to exchange relevant information, will appoint their respective staff to attempt to resolve any disputed facts, and will attempt to resolve the dispute. Should the Authorized Representatives be unable to resolve the dispute within fifteen (15) days, or such additional time as the parties may otherwise agree in writing, either party may demand mediation by written notice to the other party, whereupon the parties will, in good faith, mediate the dispute no later than thirty (30) days after such demand through the Service of a mutually selected mediator, the cost of whom will be borne equally by the parties, at a date and location selected by the mediator after consultation with the parties. If the dispute is not resolved after applying the escalation procedures set forth above (or if either party fails to timely appoint Authorized Representatives, comply with a demand for mediation or otherwise fail to meet its obligations pursuant to this Section 11(A)), the parties agree to waive any right to trial by jury in any judicial proceeding arising under or related to the subject matter of this Agreement, and will submit all controversies, claims, disputes and matters of difference to arbitration according to the commercial rules and practices of the AAA. Arbitration hereunder will occur within sixty (60) days of the date of submission before a single neutral arbitrator having significant experience in the subject matter of this Agreement and who will be selected in accordance with applicable AAA rules. Arbitration proceedings will take place in Wake County, North Carolina. Discovery will be permitted, including the use of interrogatories, requests for admission and production of documents and depositions. If the disputed amount is less than $500,000, all applicable expedited procedures of the AAA will apply. The arbitrator’s fees and costs of the arbitration will be borne by the party against whom the award is rendered; provided, however, if the arbitrator grants partial relief to both parties, the arbitrator will equitably allocate the arbitrator’s fees and other costs. Each party will pay its attorney’s fees related to any dispute related to this Agreement. The arbitration award will be final and binding on both parties, will not be subject to any appeal and will be enforceable in any court of competent jurisdiction.
B. Notwithstanding any term or condition of this Agreement to the contrary, including, without limitation, Section 11(A) above:
(i) Upon the occurrence of a Default, Bandwidth may, in addition to delivering an Escalation Notice pursuant to Section 11(A) above, pursue any and all actions and/or remedies pursuant to Section 7 above.
(ii) Bandwidth may, but will not be obligated, to utilize the dispute resolution proceedings contemplated by Section 11(A) above in connection with any collection of amounts due. For clarity, Bandwidth may utilize civil actions and/or judicial proceedings in connection with any collection of amounts not timely paid.
(iii) ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS ACTION OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU WILL NOT BE A CLASS REPRESENTATIVE, CLASS MEMBER OR OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.
12. U.S. Government Matters You may not remove or export from the United States or allow the export or re-export of any part of the Service, and/or any applicable documentation, if any, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in the Federal Acquisition Regulations ("FAR") section 2.101, the software and documentation licensed in these Terms of Service are "commercial items" and according to the Department of Defense Federal Acquisition Regulations ("DFAR") section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service, and will be prohibited except to the extent expressly permitted by these Terms of Service.
13. Notices Bandwidth may give notice applicable to Bandwidth’s general customer base by email or through any applicable Electronic Tools and notices specific to You by electronic mail to Your e-mail address on record in Bandwidth’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in Bandwidth’s account information. You may give notice to Bandwidth at any time by letter delivered by first class mail or pre-paid post to Bandwidth at 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606, Attention: General Counsel. All notices will be deemed to have been given two days after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending by confirmed facsimile, email or posting to the Service.
14. Changes in Governing Law If any statute, regulation, decision, rule or order by a court of law or governmental authority: (a) prohibits performance pursuant to these Terms of Service, (b) makes such performance illegal, impossible or impractical, or (c) materially adversely impacts either party’s performance of its obligations under these Terms of Service, including, without limitation, the costs incurred by a party to perform its obligations under these Terms of Service, the parties will use their commercially reasonable efforts, to amend these Terms of Service so that: (i) performance pursuant to these Terms of Service is no longer prohibited, illegal, impossible, impractical or is no longer materially adversely impacted, and (ii) these Terms of Service preserve, to the maximum extent possible, the original intent of the parties. If the parties are unable to amend these Terms of Service as contemplated above, then the party whose performance or use of Service is rendered prohibited, illegal, impossible, impractical or materially adversely impacted may, in its sole discretion and upon thirty (30) calendar days (or less if required by law) prior written notification to the other party, cease performance of any such obligations or Service without further obligation or liability, excluding payment of any charges for Service received by You prior to notification of change in law. The parties will continue to perform all such obligations and Service under these Terms of Service that are not so prohibited, impossible, impractical or materially adversely affected; provided, however, if a material part of the rights and obligations under these Terms of Service are suspended in accordance with the above and the performance of the remaining obligations would not reasonably maintain the respective original intent of the parties or would not serve the essential purpose of these Terms of Service, then either party will have the right to, at its sole discretion and upon thirty (30) calendar days written notification to the other party, terminate these Terms of Service without further obligation or liability, excluding payment for charges for Service received by Customer prior to termination of these Terms of Service.
15. Miscellaneous These Terms of Service constitute the entire agreement between You and Bandwidth with respect to the Service and supersedes all prior agreements, promises, proposals, representations, and understandings and negotiations, whether written or oral, between the parties respecting the subject matter hereof. These Terms of Service are between Bandwidth and You, and are not for the benefit of any third party, whether directly or indirectly. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. These Terms of Service are not assignable, transferable or sublicensable by You except with Bandwidth’s prior written consent. THE AGREEMENT AND THESE TERMS OF SERVICE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. YOU AND BANDWIDTH AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN WAKE COUNTY, NORTH CAROLINA. Any modifications to these Terms of Service must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service, and You do not have any authority of any kind to bind Bandwidth in any respect whatsoever. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover costs and attorneys' fees.
"CPNI" means Customer Proprietary Network Information and is defined and regulated by the FCC and includes such data as: CDRs, the type of Service/network a Customer subscribes to, and any other information that appears on a Customer’s invoice.
"Default" means (and will occur): (i) if You fail to make any payment for Service when due; (ii) if You violate the Acceptable Use Policy; (iii) if You fail to perform or observe any term or obligation of these Terms of Service, including, without limitation, any document incorporated by reference into these Terms of Service, not otherwise specified in clauses (i) or (ii) above and applicable to the Service, which failure remains uncured thirty (30) calendar days after Customer’s receipt of written notification from Bandwidth informing You of such failure; (iv) upon the institution of bankruptcy, receivership, insolvency, reorganization or other similar proceedings, by or against You, unless such proceedings have been dismissed or discharged not later than the date thirty (30) calendar days immediately after the commencement of such proceeding; (v) upon the making of an assignment for the benefit of creditors, adjudication of insolvency, or institution of any reorganization arrangement or other readjustment of debt plan, of or by You; and/or (vi) upon the appointment of a receiver for all or substantially all of Your assets.
"Electronic Tools" means a service ordering/management system and/or any other electronic tools or computer software in connection with the Service or the use of the Service.
"Multimedia Messaging Service" or "MMS" is the multimedia communication service component of mobile communication systems that allows the exchange of multimedia content to and from mobile phone devices.
"Short Message Service" or "SMS" is the text communication service component of communication systems that allows the exchange of short text messages between fixed line or mobile phone devices.
"Unauthorized Code" means any virus, Trojan horse, worm, back door, trap door, time bomb, drop-dead device, timer, clock, counter or other limiting routine, as well as any other instructions, designs, software routines, or hardware components designed to: (a) disable, erase, or otherwise harm software, hardware, data, text or any other information stored in electronic form; (b) cause any of the foregoing with the passage of time; or (c) place a program or hardware under the positive control of a person other than an owner or licensee of the program or hardware.