VerifiedAd, LLC Terms TOS-032910 (updated May 4, 2010)

TERMS OF SERVICES AGREEMENT

A. Standard Terms and Conditions.


B. Services to be Provided.


The Company shall provide Client the following services:

    a. Access to the  VerifiedAd, LLC website.

    b. Call Tracking Services (local or toll free) and the ability to forward to other telephone numbers.

    c. Setup/administer Call Tracking program.

    d. 400 call minutes per number per month

C. Obligation of Client.


D. Confidentiality.

During the term of this Agreement, each party will use the other's confidential information only in performing its obligations under this Agreement.

Confidential Information shall include information about the disclosing party's business or activities that is marked "confidential" or "Proprietary"; information which by the nature of the information or the circumstances surrounding its disclosure sought in good faith to be treated as confidential; and the terms of this Agreement. In the event that a party to this Agreement is required to disclose any of the confidential information pursuant to the order of a court, administrative agency, or other governmental body, the disclosing party may do so provided that the disclosing party gives reasonable notice to the other party to allow it to contest such order or requirement.

Upon termination or expiration of this Agreement, each party will return promptly, or at the other party's option destroy any and all copies of confidential information in its possession or control.


E. Limitation of Liability.

IN NO EVENT WILL THE TOTAL LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF THE TOTAL AMOUNT PAID OR PAYABLE TO THE OTHER PARTY UNDER THIS AGREEMENT AS OF THE TIME OF THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS DO NOT APPLY TO BREACH OF THE DUTY OF CONFIDENTIALITY. THE PARTIES UNDERSTAND THAT THIS AGREEMENT HAS BEEN NEGOTIATED IN VIEW OF THESE LIMITATIONS AND THAT THIS AGREEMENT WOULD NOT HAVE BEEN POSSIBLE BUT FOR THIS LIMITATION.


F. Term and Termination.

The term of this Agreement shall be for a period of thirty (30) days commencing as of the effective launch date as set forth above and shall continue on a month to month basis after initial thirty (30) day period has been fulfilled.


Company reserves the right to terminate 


G. Satisfaction Guarantee.

This agreement may be terminated by either party upon the delivery of written notice to the other party of the terminating party's intent to terminate the Agreement. The parties agree and understand that this Agreement is for marketing tracking services and therefore no refunds will be provided for any services provided to the client prior to the giving of Notice of Termination.

There are no refunds for service that is not used or as the result of misconfiguration by client.


H. General Provisions.

i. Governing Law:
This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Washington, County of King, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in the State of Washington, County of King, shall have jurisdiction to hear any dispute under this Agreement.
ii. Dispute Resolution:
In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as quickly as possible. The parties shall, without delay, continue to perform their respective obligations covered by this Agreement, which are not affected by the dispute.
iii. Mediation:
In the event that the parties cannot, by exercise of their best efforts, resolve the dispute, they shall submit the dispute to Mediation. The parties shall, without delay, continue to perform their respective obligations covered by this Agreement which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within fifteen (15) days after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreed upon location to describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties. These responsible executives of the disputing parties shall act in good faith to resolve the dispute. If the dispute is not resolved within fifteen (15) days after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this Agreement.
iv. Arbitration:
Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than fifteen (15) days after the notice of arbitration is served. The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement for arbitration shall be specifically enforceable under prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

I. Entire Agreement

This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.


J. Amendment

No modification or claimed waiver of any provision of this Agreement shall be valid except by prior approval and in written amendment signed by authorized representatives of the parties hereto.


K. Assignment.

Neither party to this agreement may assign this agreement without the other party's prior written consent; provided however this agreement may be assigned without consent to an assignee that has acquired substantially all of the party's stock or assets relating to the activities described in this Agreement.


L. Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


M. Notices

All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within 5 days after mailing if sent by registered or certified mail, return receipt requested to such address or addresses as each party hereto shall from time to time designate in writing.


N. General Provisions.

The following terms as used in this Agreement shall be defined as follows:

i. "Effective Launch Date" shall mean the date that service has been activated on behalf of client.
ii. "Payment Date" shall mean the date an initial payment is received by the Company.

O. Telephone Recording Terms.

Advertiser understands that when a person (the "caller") calls a  VerifiedAd, LLC telephone number that has been configured to record calls that the caller will automatically be advised that each call is subject to recording and monitoring prior to the connection of the telephone call to the Advertiser through the VerifiedAd, LLC Number (the "Recorded Call Message").

Advertiser represents warrants and agrees that in connection with its use of the Services that Advertiser has reviewed the legality of recording, monitoring, and storing and divulging telephone calls, that Advertiser is permitted to engage in those activities, and that Advertiser shall use the  VerifiedAd, LLC service in full compliance with all applicable laws and regulations.

Advertiser is responsible for use and access to any sensitive information that has been recorded.  Advertiser is encouraged to advise customers to not leave any sensitive information on call recordings.


P. Require Pass Through Terms.

Advertiser understands that when a person (the "caller") calls a  VerifiedAd, LLC number that the caller will be automatically advised that each call is subject to recording and monitoring prior to the connection of the telephone call to the Advertiser through the  VerifiedAd, LLC Number (the "Recorded Call Message").

Advertiser represents warrants and agrees that in connection with its use of the Services that Advertiser has reviewed the legality of recording, monitoring, and storing and divulging telephone calls, that Advertiser is permitted to engage in those activities, and that Advertiser shall use the  VerifiedAd, LLC service in full compliance with all applicable laws and regulations. Advertiser represents and warrants that it has reviewed the proposed usage of the VerifiedAd, LLC system with its legal counsel, and that Advertiser has established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers (defined below). In the event the Recorded Call Message requires a revision in order to comply with applicable law, then Advertiser shall promptly notify Customer in writing of that fact advising the exact language that Advertiser requires complying with the applicable laws. Customer must Notify  VerifiedAd, LLC in the event the advertiser notifies the Customer. Advertiser agrees and acknowledges that  VerifiedAd, LLC accepts no responsibility for (1) the legality of recording, monitoring, storing and/or divulging telephone calls and (2) the legality of the language used in the Recorded Call Message (3) access to and or use of recorded call content.

Advertiser agrees and acknowledges that applicable laws and regulations may require that Advertiser provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls recorded by the VerifiedAd, LLC services (the "Call Receivers"). Advertiser agrees, acknowledges, represents and warrants that it will provide and/or obtain all notices, consents, and permission relating to Call Receivers, as required by applicable laws and regulations.

Advertiser represents and warrants that it has reviewed the proposed usage of the VerifiedAd, LLC system with its legal counsel, and that Advertiser has established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers (defined below). In the event the Recorded Call Message requires a revision in order to comply with applicable law, then Advertiser shall promptly notify Customer in writing of that fact advising the exact language that Advertiser requires to comply with the applicable laws. Customer must Notify VerifiedAd, LLC in the event the advertiser notifies the Customer. Advertiser agrees and acknowledges that VerifiedAd, LLC accepts no responsibility for:

i. The legality of recording, monitoring, storing and/or divulging telephone calls and
ii. The legality of the language used in the Recorded Call Message
iii. The access, use or security of call recording content/information

Advertiser agrees and acknowledges that applicable laws and regulations may require that Advertiser provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls recorded by the VerifiedAd, LLC services (the "Call Receivers"). Advertiser agrees, acknowledges, represents and warrants that it will provide and/or obtain all notices, consents, and permission relating to Call Receivers, as required by applicable laws and regulations.

Advertiser agrees to indemnify, defend and hold harmless VerifiedAd, LLC and its affiliates, and each of their officers, shareholders, directors, employees and agents (collectively, the "VerifiedAd, LLC Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims"), incurred by, borne by or asserted against any of the VerifiedAd, LLC Indemnified Parties to the extent such Claims relate to, arise out of or result from:

i. Any intentional or willful conduct or negligence of any employee, agent or subcontractor of Advertiser;
ii. Breach of any representation, warranty or covenant of Advertiser contained herein; or
iii. Advertiser's use Service.

Advertiser agrees to indemnify, defend and hold harmless VerifiedAd, LLC and its affiliates, and each of their officers, shareholders, directors, employees and agents (collectively, the "VerifiedAd, LLC Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims"), incurred by, borne by or asserted against any of the VerifiedAd, LLC Indemnified Parties to the extent such Claims relate to, arise out of or result from:

i. any intentional or willful conduct or negligence of any employee, agent or subcontractor of Advertiser;
ii. breach of any representation, warranty or covenant of Advertiser contained herein; or
iii. Advertiser's use Service. 


Q.  Refund Policy and Cancellation Terms

We offer pre-paid 30 day service for Call Tracking from VerifiedAd, LLC  If you cancel before the expiration date of a given billing cycle you will not be charged for the next billing cycle. 

Refund Policy is the following:
Refund Policy, Account Payment, Upgrade/Downgrade
The Call Tracking is prepaid in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of  Service and no refunds for months in which the Service has not been used or is not functioning correctly due to misconfiguration.

If you sign up for any VerifiedAd, LLC Call Tracking plan and you do not cancel the Account within 30 days you will be billed monthly on the 30th day after your VerifiedAd, LLC Account was first created. If you cancel your VerifiedAd, LLC Call Tracking account prior to the credit card processing of your second invoice on the 30th day you will be charged for one month of service.

Canceling and Terminating VerifiedAd, LLC Services:
You are solely responsible for properly terminating services associated with your Account with VerifiedAd, LLC. You may cancel your VerifiedAd, LLC Call Tracking Services by navigating to the customer Dashboard and selecting the number you wish to terminate and then select "Release this Number" and your billing will be adjusted on the next billing cycle.  Once a number is released it is no longer available and to reactivate the Call Tracking you will need to select and configure a new Call Tracking number.

If you wish to cancel your Account and all the numbers and information that is associated with your Account you will need to submit a Support Request by clicking the Help/Support tab and then request that your Account be terminated, note all your information will instantly be deleted and numbers and data associated with your account will no longer be available and will not be retrievable under any circumstances.