Vertecto Services, LLC

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INSTANT QUOTE AGREEMENT

This Agreement is binding on you as a user of the Vertecto Services, LLC InstantQuote (“IQ”) System. This Agreement and the Vertecto Terms and Conditions govern (i) your use of the IQ System, (ii) your relationship with other users and third parties using the IQ System and (iii) your relationship with Vertecto.  This Agreement gives you certain rights and imposes certain obligations on you.  Read this Agreement completely and carefully.  Do not use or continue to use the IQ System if you do not accept the terms and conditions contained in this Agreement.

Parties to this Agreement.  This Agreement is between Vertecto Services, LLC and its affiliates (“Vertecto”, “us”, “our”, “we” or “us”) and your company (“User” or “you”).  In consideration of your use, and by your use of Vertecto’s IQ System, you agree that you are bound by the terms of this Agreement.  You and each other entity or person that uses the IQ System are sometimes referred to individually as a “User” and collectively as “Users.” 

Limited License. If you use any mobile application or other software application provided by us for your use, we and our licensors grant you a limited nonexclusive license to use the software (including all updates, upgrades, new versions and replacement software) in accordance with the Vertecto Service Documentation for your personal use only. You may not rent, lease or otherwise transfer your rights in any software to a third party. You must comply with the implementation and use requirements contained in all Vertecto Service Documentation related to the software. If you do not comply with Vertecto’s implementation and use requirements you will be liable for all resulting damages suffered by you, Vertecto and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to Vertecto’s software are owned by Vertecto.

IQ System Transactions Not Protected by Vertecto TPS.  When you decide to buy or sell services or otherwise conduct transactions with users on the IQ System, you have the option of protecting your transaction through Vertecto by using our Transaction Protection System (“TPS”).  If you choose to use the TPS, your funds will be protected in accordance with the TPS Agreement.  However, if you do not choose to use the TPS, Vertecto will not be a party to and will not provide protection for your transaction. 

No Review or Assurance of Information. Vertecto is not a buyer or seller of termination or origination.  We provide the IQ Service as a free service to telecommunications businesses.  Information provided by or through the IQ System is provided by the carriers that use the system. Vertecto does not review postings on the IQ System and makes no representation or warranty as to the accuracy or completeness of any information presented thereon or the users thereof.  We do not guarantee the identity of any user.  We cannot control and we do not guarantee the availability, quality, consistency, legality or performance of any service or product offered by any user.  We have no control over and do not provide any guarantee as to the truth or accuracy of any statement, omission, representation or warranty of any user.  We cannot and do not provide any assurance as to the legality or tax effect of any services in the countries or jurisdictions in which services are offered, nor do we provide any assurance as to the licensure or regulation of any User.

No Endorsement. The posting of any user or other third party information or data on Vertecto websites does not constitute an endorsement by Vertecto, nor does it constitute a recommendation by Vertecto that any particular service, transaction or investment is suitable or appropriate for you or that you should receive or in any way use any service or product. Vertecto does not guarantee the accuracy, completeness, timeliness or correct sequencing of any user or other third party information, nor is it in any way responsible for the actions or omissions of third parties developing or transmitting any such information or for any decision made or action taken by you in reliance on any such Information.

Taxes and Regulatory Compliance. It is your responsibility to determine what, if any, taxes apply to any transaction you find or conduct as a result of your use of the IQ System, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for  collecting, reporting or remitting any taxes arising from any transaction.  You are responsible for complying with all laws, rules and regulations of the countries, states, regions and other entities having jurisdiction over you, your assets and your operations.

Intellectual Property. "Vertecto.com", "Vertecto", InstantQuote, InstaQuote, IQ and all related logos, products and services used or described on our website are either copyrighted, trademarks or registered trademarks of Vertecto or its licensors. You may not copy, imitate or use them without Vertecto's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Vertecto. You may not copy, imitate, or use them without our prior written consent. You may use any HTML logos that we provide to you as links to one or more of our sites for the purpose of directing web traffic to Vertecto. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to Vertecto or the IQ System or display them in any manner that implies Vertecto's sponsorship or endorsement.

General Notices to You. You agree that Vertecto may provide notice to you by posting it on our website, emailing it to the email address listed in your IQ SYSTEM user profile, using the messaging system which is a part of the IQ SYSTEM, or mailing or using courier services to deliver it to the street address listed in your IQ SYSTEM profile or via facsimile to the facsimile telephone number listed in your IQ SYSTEM profile. Unless receipt of notice is confirmed by you earlier, notice from us shall be deemed to be received by you one Business Day after it is faxed, immediately when emailed to you, three Business Days after it is posted on our website or sent by regular mail, and upon delivery as confirmed by the courier service or messenger if sent via courier service or personally delivered.

Restricting or Terminating Access to the IQ System. In addition to, and not in substitution for, any provision or right that we may have under the terms of this Agreement, Vertecto is not obligated to permit any person to access the IQ System or any other service, and we may terminate or restrict any access that we may have granted to the IQ System or any other service in the past.  Vertecto shall not have any liability to you for any losses or damages you may suffer or incur as a result of any restriction or termination of services.

Disputes with Vertecto

Contact Vertecto First. If a dispute arises between you and Vertecto, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You may raise disputes between you and Vertecto by reporting the dispute to us via email to support@vertecto.com or telephone Vertecto Support at +1 (302) 442-7150.  In addition, you may also send us a facsimile (fax) at +1 (302) 442-7151.

Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Law and Forum for Disputes. You agree that any claim or dispute you may have against Vertecto must be resolved by and in a court located in Wilmington, Delaware. You agree to submit to the personal jurisdiction of the courts located within Wilmington Delaware for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to conflict of law provisions.

IN NO EVENT SHALL WE, OUR AFFILIATES, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR THE IQ SYSTEM, OTHER SERVICES OFFERED BY US, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, EMPLOYEES OR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES IN ANY AND ALL CIRCUMSTANCES.

No Warranty. WE, OUR AFFILIATES, EMPLOYEES AND SUPPLIERS PROVIDE OUR SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Vertecto does not have any control over the products or services that are offered or sought through the IQ System and we cannot ensure that any User will actually complete a transaction or provide quality services or products.  We do not guarantee continuous, uninterrupted or secure access to any part of the IQ System or any other service offered by us or by any third party.  The IQ System and other services, and the operation of our websites may be interrupted by numerous factors outside of our control.  Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.

Limitation of Liability. Vertecto will not be liable to you for any direct or indirect damages or losses suffered or incurred by you in connection with your use of the IQ System or any dealings with any user or third party or in connection with any Information, transmission or data that we or you receive through the IQ System or otherwise, or any failure to provide, or any delay in providing, access to the IQ System, any other service, or any information, except to the extent any Agreement to which you and Vertecto are parties specifically provides otherwise and except to the extent such damages or losses arise directly from the gross negligence or willful misconduct of Vertecto.  We cannot guarantee continuous or secure access to our sites, services, or tools, and operation of our sites, services, or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services, and tools.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $1000.

Indemnification. You agree to defend, indemnify and hold Vertecto, its parent, officers, directors and employees harmless from any claim or demand (including attorneys fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the IQ System or any other services provided by or through Vertecto.

Notices to Vertecto. Unless a specific of this Agreement provides otherwise, notices to Vertecto under this Agreement and the Vertecto Documentation must be sent by postal mail with appropriate postage prepaid to: Attention: Legal Department, Vertecto Services, LLC, Brandywine Plaza West, 1521 Concord Pike (US 202), Suite 301, Wilmington, DE 19803, with a copy via facsimile to Vertecto at +1 302-442-7151 or such other current facsimile number as may be posted under the “Contact Us” section of our website.

Complete Agreement and Incorporation.  This Agreement and the Vertecto Service Documentation, the preamble to this Agreement and each schedule and addendum to this Agreement, each of which is incorporated into this Agreement by this reference, set forth the entire understanding between you and Vertecto with respect to the subject matter of this Agreement. All terms of this Agreement which by their terms or by their nature should survive, will survive the termination of this Agreement.

Amendment.  Vertecto may, from time to time, notify you of a change to this Agreement or Vertecto’s rules or procedures by providing notice to you in the manner set forth in the section of this Agreement entitled “General Notices to You”.  By using the IQ System or other facilities of Vertecto or its affiliates, you will be conclusively deemed to have agreed to the change(s).

 

Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Vertecto's prior written consent. Vertecto reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Headings. Section and paragraph headings are provided solely for reference and convenience and shall not control or affect the meaning, interpretation or validity of any section or provision of this Agreement.

Partial Invalidity. If any provision or part of any provision of this Agreement is held to be invalid or unenforceable, such provision or part shall be struck and the remaining provisions and portions of provisions shall remain in full force and effect.