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Terms of Service

Welcome to Phonely. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications, which include, but are not limited to, Phonely Ai Meetings, Phonely Ai Voice, Phonely Ai Contact Center, Phonely Ai Sales Center, and Phonely Digital Engagement (the “Services”) that you order directly through our website. For the avoidance of doubt, if you order services through a Master Service Agreement with us, any such services are governed by the terms of the Master Service Agreement and not these online terms. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected] or write us at 30 N Gould St, Ste R Sheridan , WY 82801.

These Terms of Service (the “Terms”) are a binding contract between you and Nexa AI LLC. (“Phonely,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. Your use of the Services and our website constitutes your agreement with and to be bound by all terms and conditions included in these Terms as well as the terms outlined in the Acceptable Use Policy, Privacy Policy, and Copyright Dispute Policy, all of which are incorporated herein by reference.

MODIFICATIONS AND UPDATES TO TERMS

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Phonely website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them by discontinuing your use of the Services; unfortunately, that means you will no longer be able to use the Services. Your use of the Services in any way after a change to the Terms is effective and serves as your acceptance of and agreement with any such changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

SERVICE REGISTRATION PROCEDURES

Upon signing up for the Services and at subsequent times as requested by Phonely, you agree to provide Phonely with your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer your Phonely account (“Account”) (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If you provide Registration Data that is, or that Phonely suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Phonely has the right, in its sole discretion, to suspend or terminate the Services and refuse any and all current or future use of all Services by you, your business(es), affiliates and all users of your Account. At all times, you shall maintain and promptly update Registration Data. Upon completion of all Registration Data and acceptance of these Terms, Phonely will provide you with, as applicable, a password(s), user ID(s), telephone number(s), and other Account information. You are solely liable for any transactions or activities by you or anyone else that occur on your Account. You shall immediately notify Phonely of any unauthorized use of your Account or if any other breach of security has occurred. In no event shall Phonely be liable for any unauthorized use of your Account. You represent and warrant that you possess the legal right, capacity, and ability to enter into these Terms. You represent and warrant that you have made and will maintain at all times wireless or traditional wireline telephone service that will enable you to call 911 and any other applicable emergency service number.

You represent and warrant that you will not use the Services in environments requiring fail-safe performance or in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the Registration Data, user name, contact information, office location (as defined in the Services), and all other information provided in connection with your Account are true and correct at all times. You represent and warrant that you will not use the Services in violation of these Terms or any terms incorporated herein. You agree to be financially responsible for your use of the Services, including the authorized or unauthorized use of your Account. In order to use the Services, you must have properly configured and working Internet service and/or Public Switched Telephone Network (“PSTN”) service (i.e., mobile and/or landline phone service) and hereby agree, at your sole expense: to (1) obtain access to your own Internet and/or PSTN service with a third-party provider other than Phonely; (2) be responsible for payment of Internet and/or PSTN connection or service fees and all equipment necessary to establish a connection to such Internet and/or PSTN service, as may be required to use the Services; (3) supply and pay third-party providers for all additional phone service and features required for your use of the Services; and (4) pay Phonely for the Services.

Your use of the Services is subject to the restrictions in the Phonely Acceptable Use Policy. You warrant and represent that you will at all times comply with the Phonely Acceptable Use Policy.

INFORMATION, AND THIRD PARTIES

In connection with the registration, implementation, maintenance, or servicing of the Services, you will be required to provide data, personally identifiable information, or other materials (collectively “Customer Data”). Should you use Phonely features that include collection of audio or transcript data, such information is included in the definition of Customer Data You are solely responsible for collecting, entering, and updating the Customer Data. You hereby grant to Phonely a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive license to copy, store, record, transmit, display, view, print, and use Customer Data to the extent necessary to provide, develop, and improve the Services. You agree that we may authorize access to Customer Data and share how you use our Services to employees, contractors, and agents who need to know the information in order to improve, personalize, and provide Services, conduct research for product development, and enhance user experience. Phonely may also share Customer Data as permitted pursuant to Phonely’s Privacy Policy, which is incorporated by reference into these Terms.

Any information transmitted through the Services is the sole responsibility of the person from whom such information originated, and you access all such information at your own risk. Phonely is not liable for any errors or omissions in that information or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the information or what actions you may take as a result of having been exposed to the information, and you hereby release us from all liability for you having acquired or not acquired information through the Services. We do not guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all your activity in connection with the Services.

Certain of the Services allow you to connect to various third-party services via API or other integrations (“Linked Services”) and may contain links to other websites and services. Phonely is providing these connections to you only as a convenience, and the inclusion of any connection or link does not imply endorsement by Phonely of the Linked Services, site, policies, or any association with its operators. Your access and use of such Linked Services is governed solely by the terms and conditions of such Linked Services. Phonely is not responsible or liable for the contents or behavior of any Linked Services, including without limitation, any link contained in a Linked Service (or the policies or procedures of that Linked Service), or any changes or updates to a Linked Service (or the policies or procedures of that Linked Service). By using any product, service or functionality of the Linked Services, you acknowledge and consent that Phonely may share Customer Data with such Linked Services utilized by you at your option. By connecting such Linked Services, you agree that you are consenting to the necessary continuous integration and information sharing about you and your end users to such Linked Services. You also agree to hold Phonely harmless from any liability caused by such Linked Services, including, but not limited to, data breaches, and other acts or behaviors stemming from such Linked Services.

If there is a dispute between participants on this site, or between users and any third party, you agree that Phonely is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Phonely, its officers, employees, agents, If there is a dispute between participants on this site, or between users and any third party, you agree that Phonely is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Phonely, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

CHANGES TO SERVICES

Phonely, in its sole discretion, reserves the right to add, remove, or modify features or functions, including reassignment of phone numbers when such numbers are no longer available, or to provide fixes, updates, and upgrades, to the Services. You acknowledge and agree that Phonely has no obligation to make available to you any subsequent versions of the Services. In addition, you and Phonely acknowledge that no third party has any obligation whatsoever to furnish maintenance or support services with respect to the Services and that Phonely is solely responsible for the provision of maintenance and support as provided in these Terms and to the extent such maintenance and support is required under applicable law. Your continued use of the Services following any modification of the Services constitutes your agreement with any such changes or updates.

ACCOUNT TERMINATION

In the event that you wish to stop using the Services, you may do so at any time, by contacting us at [email protected]. Phonely may terminate (or suspend access to) your use of the Services or your Account, for any reason in our sole discretion, including, but not limited to, your breach of these Terms.

Upon termination of your Account, all information associated with your Account will be deleted or destroyed in accordance with Phonely’s Privacy Policy. As such, you should perform regular backups in order to avoid losing information upon termination. If you have deleted your Account by mistake, contact us immediately at [email protected]; if possible, we will attempt to assist in recovering any lost information following an accidental account closure (though we make no representations that we will be able to recover or restore any information).

BILLING AND PAYMENT

Some of the Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are currently using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

If you choose to sign up for any Services that carry a fee (the “Paid Services”) you will be charged the then current fees for such Paid Services. Phonely’s current fees for the Paid Services can be found at https://phonely.ai/pricing/. Unless otherwise agreed, all fees paid to Phonely are non-refundable.

Unless you are paying for the service pursuant to an invoicing arrangement with Phonely or one of our authorized resellers (“Reseller”), as described in the following paragraphs, any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, international calling, equipment return fees, and transfer charges, if any, are billed in arrears. Upon termination of your Account for any reason, all unused calling credits and international calling credits shall expire in their entirety on the termination date. No refund, transfer, or proration shall be made of any unused calling credits, additional credits, promotional credits, or international calling credits or of any remaining periods/months on any account.

When you subscribe to Services, you will provide us with a valid payment method, such as a valid credit card (including proper billing information), and, if applicable, authorize us to collect from your payment method. Any authorization will remain valid until thirty (30) days after you terminate our authority to charge your payment method. Upon termination, we will charge you any fees and any other outstanding charges and disconnect your Services. You agree to advise and notify us of any changes to your payment method, such as credit card account number or expiration date changes. If the credit card or other payment method on your Account is declined or fails for any reason, Phonely will use reasonable efforts to contact you and advise you of the failed billing attempts. Notwithstanding the foregoing, Phonely reserves the right to disconnect your Services and terminate your Account if your credit card on file is declined or fails for any reason, and Phonely reserves the right to continue to attempt charging your credit card for any outstanding Services charges and additional fees and pursue any other legal remedies available to Phonely.

Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser rate of (a) 18% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of Phonely’s rights to collect the full amount due. We may assess an additional fee of the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to your Account.

You must dispute any charges for the Services in writing to Phonely within thirty (30) days of the date of the charge by Phonely. If you fail to provide a written statement explaining in reasonable detail your reasons for disputing the charge within such time period, you irrevocably waive any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to [email protected].

PRODUCT PRICING AND AVAILABILITY

With respect to its advertising, offering, or sale of Services, Phonely attempts to describe its products as accurately as possible. Nevertheless, Phonely does not warrant that any descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of Services (collectively, “Service Information”) from its website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, “Service Materials”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible that Service Information may be mispriced or described inaccurately, or that the Services may be unavailable. In the event Phonely determines that a Service is mispriced, described inaccurately, or unavailable, Phonely reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, canceling your Account or subscription to the Services. You agree to notify Phonely immediately if you become aware of any pricing or descriptive errors or inconsistencies with any Services you order through the Service Materials and comply with any corrective action taken by Phonely. You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of Phonely and shall be your sole remedy for any Service interruptions or other issues with the Services.

TAXES, CHARGES, AND FEES

All fees for Services advertised or otherwise listed on the website are exclusive of any federal, state, local sales, international excise, value-added, and similar taxes or fees and administrative or recovery fees or charges (collectively “Taxes and Fees”). For subscribers of Phonely Paid Services, you agree to pay all Taxes and Fees and/or similar liabilities, however denominated, that may now or hereafter be levied on the Services, which are chargeable to or recoverable from customers by any federal, state, local, or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by Phonely, whether or not mandated by law or regulation. Should Phonely pay or be required to pay such liabilities (including any Taxes and Fees that were due but not charged or previously collected), You agree that Phonely may invoice you or charge your credit card on file for such payments upon receipt of an invoice and showing of indebtedness to Phonely.

You are responsible for paying all charges for your Account, including but not limited to toll-free, local, long distance, international, additional feature charges, 411 and operator assisted charges, and directory assistance charges, and for all taxes, surcharges, and fees imposed on you or us as a result of your use of the Service.

DISCOUNTS

From time to time in its sole discretion, Phonely may offer promotions or discounts. Any promotion or discount code must be provided to Phonely upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts if you do not request such credit at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. If a promotion and/or discount is offered on a confidential basis, you agree not to disclose the promotion and/or discount and to assume full responsibility for any harm, direct or indirect, caused to Phonely by the disclosure of the promotion and/or discount.

UNLIMITED CALLING

Phonely offers unlimited monthly calling for domestic calls (United States and Canada) from your mobile phone or computer. An unlimited service provides you with a domestic telephone number and is subject to the terms and restrictions of Phonely’s Acceptable Use Policy, along with any other restrictions described herein, as well as any reseller agreements, if applicable. If, for any reason, Phonely believes that you are using the unlimited service for a prohibited purpose and/or your call usage violates Phonely’s Acceptable Use Policy, then Phonely may, in its sole discretion, with or without notice, terminate your unlimited service.

TOLL-FREE CALLING

Phonely offers toll-free numbers for an additional monthly fee, plus additional charges based on the minutes of use for inbound calls. Having a toll-free number requires that you maintain a balance of calling credits. When you are nearing exhaustion of your initial paid allotment of calling credits, we will automatically recharge on your behalf an incremental package for additional credits, unless you disable this feature otherwise. Post-paid pricing packages and other variable terms may be available through invoiced accounts or resellers. Please refer to any applicable reseller agreements for additional terms of service. If, for any reason, Phonely believes that you are using the toll-free calling for a prohibited purpose and/or your call usage violates Phonely’s Acceptable Use Policy, then Phonely may, in its sole discretion, with or without notice, terminate your toll-free calling service.

INTERNATIONAL CALLING AND “LOCAL” INTERNATIONAL TELEPHONE NUMBERS

To make international calls using the Services, you must enable international calling in your settings and pre-purchase at least the minimum package of international calling credits necessary to make such international calls. Insufficient credits may cause your call to be terminated. Packages of international calling credits will diminish based on the rate defined per country and carrier. Our international calling rates are available at https://phonely.ai/pricing. In addition, you may be charged any applicable Taxes and Fees associated with international calls. You are solely responsible for the region and numbers you choose and any associated charges on your Account. Phonely also offers some “local” international numbers for you to make and receive calls and texts. Rates, terms, Taxes and Fees associated with international inbound and outbound calling and texting services may vary based on the country and reseller agreement, if applicable. If, for any reason, Phonely believes that you are using the Services for a prohibited purpose and/or your call usage violates Phonely’s Acceptable Use Policy, then Phonely may, in its sole discretion, with or without notice, terminate your service.

VALUE, OWNERSHIP, AND EXPIRATION OF CALLING CREDITS

Toll-free and international calling credits have no monetary value and cannot be exchanged for the cash value or refunded at any time after such credits are purchased by you, including after the closure of your Account. Credits may only be redeemed and used by the holder or users of the associated account or “office” to which the credits have been credited, and may not be sold, transferred, assigned, or used by another user or with another user’s account or office. Any unused credits remain on your Account and “roll over” to the next billing period. Additional credits and promotional credits expire according to the terms of their purchase.

ACCOUNT OWNERSHIP

The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with Phonely. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. Phonely shall not adjudicate ownership-related disputes, or any other internal business dispute. If Phonely is unable to determine the valid owner of the Account, Phonely reserves the right to suspend or terminate the Account and Services.

ADDITIONAL TERMS FOR Phonely VOIP SERVICE

The Services may include one or more Voice over Internet Protocol (“VoIP”) lines, including the option to add additional lines at a later date. Your license to the Services is provided for a term specified in your order (the “Term”) through Phonely or an authorized reseller. The initial Term begins on the date that you sign up for the Services (the “Date of Purchase”). The Term for all Services will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify Phonely customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in your order.

Monthly Service. For subscribers of monthly Services, you may cancel or terminate your use of the Services with or without cause at any time by contacting Phonely customer service at [email protected], subject to the restrictions and fees provided in these Terms, and any additional agreements governing the Services.

Annual Service. For subscribers of annual Services, you are purchasing the Services for the full length of the applicable annual term (“Annual Term”). If you terminate the Services prior to the end of your Annual Term, you are responsible for all charges for any remaining time left on the Annual Term as if you remained a customer through the end of the then-current Annual Term, including, without limitation, outstanding charges, unbilled charges, taxes, and fees, including any applicable disconnection fee. In addition, you will not be entitled to a refund for any unused portion of prepaid Annual Term charges.

Equipment. To use the Services, you may wish to purchase phones, headsets, or other equipment (collectively, “Equipment”). All Equipment shipments are F.O.B. Phonely’s shipping distributor facility. Phonely’s liability for delivery shall cease, and title to such Equipment (if applicable) and all risk of loss or damage shall pass to you upon delivery to the shipping carrier.

STORAGE OF USER INFORMATION

Phonely is not obligated to store your communications logs, voicemails, faxes, emails, or other messages and does so only as a convenience to you. You agree that Phonely has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, emails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that Phonely may establish limits as to the size of communications that Phonely transmits or stores and the duration for which Phonely stores any communications.

CONFIDENTIALITY

You may use Phonely Confidential Information (as defined below) only in connection with your use of the Services as permitted pursuant to these Terms. During the term of your use of the Services and for a period of five (5) years thereafter, you will not disclose Phonely Confidential Information and you will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Phonely Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

For purposes of these Terms, “Phonely Confidential Information” means all nonpublic information disclosed by Phonely or its affiliates, employees, agents, contractors, partners, or suppliers, which is either designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, would reasonably be understood to be confidential in nature, including but not limited to: (a) nonpublic information relating to Phonely’s customers, business plans, product roadmaps, promotional and marketing activities, finances, or other company or information; and (c) the nature, content and existence of any discussions or negotiations (including, but not limited to the terms of these Terms or any other agreement and any pricing or discounts). Phonely Confidential Information does business information (or that of our affiliates, partners, or suppliers); (b) any confidential and proprietary third-party not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt from Phonely; (iii) is received from a third party who was not bound by an obligation of confidentiality or restriction on disclosure; or (iv) can be evidenced as independently developed by you without reliance on or reference to the Phonely Confidential Information.

WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION.

Warranty Disclaimer. Phonely does not make any representations or warranties concerning the Services. Additional services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Phonely. THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL Phonely BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNTS PAID BY YOU TO Phonely IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Phonely, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third-party claims relating to (a) your use of the Services (including any actions taken by a third party using your Account), and (b) your violation of these Terms (including any terms or policies incorporated by reference herein). In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

OTHER TERMS

Governing Law & Venue. These Terms are subject to and governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflicts of laws provisions. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be mutually agreed upon from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, Wyoming.

Survival. Provisions that, by their nature, should survive termination of these Terms shall survive termination. For avoidance of doubt, the provisions of these Terms relating to intellectual property ownership, customer representations, confidentiality, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, additional software licenses, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of these Terms for the maximum term allowable by law.

Force Majeure. Phonely shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Phonely’s reasonable control.

Dispute Resolution and Optional Arbitration. In the event of any dispute, claim, question, or disagreement between you and Phonely (“Dispute”), you and Phonely shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, you and an authorized member of Phonely’s legal department (or other representative of Phonely designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither you nor Phonely shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

California Subscribers. Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 916-445-1254.