SpeechPhone Service Agreement
Thank you (Subscriber) for choosing SpeechPhone LLC (Provider) to provide a
voice activated telecommunications personal assistant and other related services,
(the Service), as described in the materials provided. To subscribe to the
Service, you must be at least 18 years old, if you are an individual, or a
bona fide employee of a Subscriber that is a business entity with due
authorization to sign and act on behalf of such entity.
Registration; Updated Information.
Subscriber is hereby identified as the individual or business entity, whose
legal name has been entered on this form. Subscriber hereby confirms that
it has provided current, true, accurate and complete data to Provider in the
application for Service, as of the time of the signing of this Agreement.
Subscriber consents to Provider distributing its registration data to third
parties solely for purposes of billing, collecting and technical and other
support services, in all events, relating to the provision of the Service to
Subscriber, and as required by law or in the event Subscriber grants Provider
the right to so provide such information to other third parties. Acceptance
of this Agreement and continued use of the Service shall constitute your
This Agreement provides the obligations and rules for Subscriber and Provider.
Please note that Provider may unilaterally modify the terms of this Agreement
(including, to reduce or expand the level or the breadth of Service), in its
sole and absolute discretion, at any time by posting the revised copy of this
Agreement to the Provider's web site at
Your continued use of the Service will confirm your consent to the terms and
conditions of this Agreement as well as your acceptance of the changes Provider
may make to the Agreement from time to time.
Right to Use; Ownership.
Provider will assign Subscriber a local telephone number or toll
free number which is owned by Provider (Access Line). Subscriber shall have
no right to sell, resell, port, reproduce, duplicate, copy, distribute,
create derivative works or exploit for commercial purposes, the Service (or
any portion thereof) or access to the Access Line, and shall not claim that
it has any such right; provided, however, that certain limited rights may be
transferred to Subscriber pursuant to the Termination clause of this
agreement. All copyright or other intellectual property notices or legends
shall not be removed from any Service material and no right to use any
trademark is granted under this Agreement.
Right to Terminate or Suspend Service; Restrictions on Use.
Provider reserves and retains the right to reduce, restrict, terminate or
suspend, with or without notice to Subscriber, the provision to Subscriber
of the Service (and terminate or suspend Subscriber's access to the Access Line)
in the event Subscriber uses the Service in a harmful, offensive manner or
otherwise in violation of this Agreement, all in Provider's sole and absolute
discretion. Without limiting the foregoing, Subscriber hereby acknowledges
and agrees to abide by the usage policy on the web site at
In addition, Provider may reduce, restrict, terminate or suspend the Service
if: Subscriber is found to have made a false statement to Provider in the
registration process or subsequently thereto; Subscriber fails to make any
payment due hereunder; Subscriber becomes insolvent or is the subject of
bankruptcy proceedings; Subscriber breaches any part of this Agreement;
Provider is unable to verify Subscriber's credit or other information; or
Provider believes or suspects that Subscriber is not adhering to the restrictions
on use noted above.
To cancel your service Subscriber needs to send an e-mail to
customer support (email@example.com
). Subscriber's service will be canceled 30 days from Provider receiving the
e-mail. As Subscriber pays at the beginning of every month for that month's
service, Provider will refund on a pro-rated basis for any days after your
effective cancellation date. If Subscriber has any outstanding charges for
outbound minutes they will be deducted from any refund. If Subscribers
outstanding charges exceed any refund then Provider will issue a separate
bill and debit Subscribers account on record for these charges before
closing your account. Upon written request of Subscriber, provided that the
Subscriber's account has been paid in full, Provider shall assign the rights
of ownership of the Access Line to Subscriber for purposes of porting the
number to another service provider for a one-time fee of $50.
Any equipment provided by SpeechPhone, associated with the use of the SpeechPhone,
or SoIP, service, must be returned to the SpeechPhone office upon termination.
Failure to return any equipment within 30 days may be subject to additional charges.
THE SERVICE IS BEING PROVIDED HEREUNDER "AS IS" AND "AS AVAILABLE" AND PROVIDER
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SUITABILITY OR PERFORMANCE OR ANY SIMILAR WARRANTY WHETHER
SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY
STATE THEREOF. In no event shall Provider be liable for, and Subscriber hereby
releases Provider, including its officers, directors, investors, shareholders,
employees, consultants, vendors, attorneys, accountants and advisors, from
liability, WHETHER OR NOT DUE TO THE NEGLIGENCE OF PROVIDER, for:
Any act or omission of any provider of service or facilities other than Provider;
Mistakes, omissions, interruptions, errors, failures to transmit, delays or
defects in the service provided by or through Provider; Any damage or injury
caused by, or allegedly resulting from, the presence or use of any wireless
telephone or other service provided by Provider, including, but not limited
to, the presence or use thereof in any vehicle or on any property;Claims made
against Subscriber by third parties; Damage cause by any suspension or
termination of Service by Provider; Damage caused by failures or delays in the
provision of, or making calls to, 911 or any other emergency service, where
such service is available; or Any damage or injury arising from alleged
negligence or willful misconduct of any third party, or including, without
limitation, any directory assistance or internet service Provider. Provider
shall not be liable for any indirect, punitive, special, incidental or
consequential losses or damages you or any third party may suffer or incur
caused by use of, or inability to make use of, service or equipment provided
by or through Provider, such as, but not limited to: Loss of business, revenue
or profits; Damages or losses as a result of your inability to fulfill
agreements with third parties; Claims of personal injuries; or Injury to
PROVIDER'S SOLE LIABILITY, IF ANY, FOR LOSS OR DAMAGE ARISING OUT OF MISTAKES,
OMISSIONS, INTERRUPTIONS, ERRORS OR ANY OTHER CAUSES, INCLUDING THE NEGLIGENCE
OF PROVIDER, SHALL BE LIMITED TO AN AMOUNT EQUAL TO ONE MONTH'S SERVICE FEE
FOR THE SERVICE PROVIDED HEREUNDER.
To the full extent permitted by law, Subscriber hereby releases, indemnifies,
and holds Provider, including its officers, directors, investors, shareholders,
employees, consultants, vendors, attorneys, accountants and advisors harmless
from and against any and all claims of any person or entity for damages of any
nature arising in any way from or relating to, directly or indirectly, the
Service provided by Provider or any person's use thereof, INCLUDING CLAIMS
ARISING FROM IN WHOLE OR IN PART THE ALLEGED NEGLIGENCE OF PROVIDER, or any
violation by Subscriber of the terms and conditions of this Agreement. This
obligation of Subscriber shall survive the termination of provision of the
Service hereunder. Provider is not liable to Subscriber for changes in
operation, equipment or technology that cause Subscriber's equipment or
software to be rendered obsolete or require modification.
Service Interruptions and Limitations.
Provider has selected telecommunications carriers to provide wholesale
origination, transport and termination services for all of its subscribers
and, therefore, the provision of the Service depends on various carriers,
equipment, vendors and other circumstances which are not under the direct
control of Provider. Subscriber acknowledges and agrees that access to the
Access Line and the provision of the Service is subject to factors outside
of Provider's control and that Provider will not be responsible for any
unavailability of the Access Line or any inability of Subscriber to utilize
the Service. Provider does not guarantee uninterrupted service. In addition,
the quality of voice service may vary because of mobile access, lack of
wireless coverage, weather conditions, radio frequency, satellite transmissions
and other reasons outside of Provider's control. Subscriber acknowledges that
any data or other information obtained though the use of the Service are at
Subscriber's sole risk and discretion and Provider will not be liable for
responsible for any damage to Subscriber or Subscriber's property.
Pass-code & Security.
Subscriber acknowledges that Provider has taken all reasonable precautions to
protect the secure use of the Service by Subscriber utilizing an individual
pass-code system. Subscriber will choose an initial pass-code, comprised of
4 digits, which it is entitled and encouraged, at any time, to change as many
times and as desired without cost. Subscriber shall be responsible for
protecting its private pass-code and will be solely responsible for any
damage caused by unauthorized access of its Service. Provider may temporarily
interrupt service if abnormal or excessive use is detected. Generally, any
and all Subscriber use in excess of $120 per month will be carefully monitored.
Provider will notify Subscriber via email of any abnormal or excess use
patterns detected but the failure to so notify Subscriber shall neither
impair Provider's right to terminate or suspend the Service nor Subscriber's
obligation to pay fees hereunder. Subscriber shall immediately notify Provider
if any unauthorized use of the Subscriber's account has occurred or of any
other breach of security.
Payment for Service.
Subscriber understands that the Service is available on a pre-paid basis only.
Subscriber understands and agrees that Provider or its designee is authorized
to automatically debit Subscriber's checking account or credit card as indicated
by the Subscribers request and authorization contained in this form. Provider
and its designee shall debit the Subscriber bank or credit account, as
applicable, at the beginning of each monthly service period. If the debit
transaction fails to be approved by Subscriber's bank and or credit company,
Provider may interrupt service or, at its sole and absolute discretion,
terminate service for non-payment. Failure to restore access with a valid
checking account or credit card within ten (10) days will result in automatic
termination of service without re-instatement unless the Subscriber agrees to
pay and does pay a $25 re-activation fee within thirty (30) days of termination
of service. After thirty (30) days the subscriber number maybe re-assigned to
A one-time activation fee, as specified on the web
site at http://speechphone.com/
shall become due immediately upon activation of the Service to Subscriber.
The Service Plan will be billed as a Fixed Monthly Service Charge (FMSC).
Each Service Plan includes unlimited system use, excluding outbound calls.
A specific number of outbound calling minutes are included with each FMSC package,
as documented at http://speechphone.com/Rates/PackageDetails.asp
. FMSC will
automatically be debited from subscribers account on the 1st of each calendar
month. Additional Minutes of Use (AMOU). Provider will bill each Subscriber
for any and all AMOU for each additional minute or portion of additional
minutes used in excess of the FMOU. All AMOU will be billed at the prevailing
rates published at the time of use and will be debited from Subscribers
account on the 1st of the following calendar month. Rate Subject to Change.
Provider reserves the right to change the FMOU and/or AMOU rates charged for
on-going access to this service with ten (10) days written notice to Subscriber.
Notice shall be deemed automatically given when new rates are posted at
All rate changes posted will automatically become effective on the next
billing cycle for all subscriber's on a specific Rate Plan.
Unlimited Usage Plans.
All unlimited use plans are bound by average use by the population of subscribers
using the plan. If any one subscriber exceeds 25% over and above the average usage
of the population of subscribers then their account is subject to investigation
for fraudulent use outside the terms and conditions of http://speechphone.com/about/?p=usage
. reserves the right to terminate or charge the user for such excessive use.
You are responsible for, and shall pay, any applicable federal, state,
provincial, municipal, local or other governmental sales, use, excise,
value-added, personal property, public utility or other taxes, fees or
charges now in force or enacted in the future, that arise from or as a
result of your subscription or use or payment for the Service. Such amounts
are in addition to payment for the Service and will be billed to your credit
card or bank account as set forth in this Agreement. If you are exempt from
payment of such taxes, you shall provide SpeechPhone with an original
certificate that satisfies applicable legal requirement attesting to
tax-exempt status. Tax exemption will only apply from and after the date
SpeechPhone receives such certificate.
Charges for Directory Calls
SpeechPhone will charge $1 for each call made to directory assistance (411
Billing Records / Electronic Statements/Billing Disputes
Provider does not print nor mail any billing records. All billing records can
be accessed via web-browser. Current billing records are kept for ninety (90)
days and then the data is stored via tape backup. Subscriber access to current
billing records via electronic methods is provided at no cost; however, if
Subscriber desires to access billing records which are older than ninety (90)
days; Subscriber agrees to pay $10.00 for each billing cycle of information it
desires to view. Subscriber must contact Provider within ten (10) days of
account debit to register any complaint or billing dispute. Provider shall
review the billing dispute request and will render a decision within thirty
(30) days at its sole and absolute discretion. Subscriber will be obligated
to pay Provider any and all disputed amounts unless Provider notifies Subscriber,
in writing that it has been relieved of the obligation to pay such disputed amounts.
Provider reserves the right to refuse service to any individual or business
entity which Provider, in its sole and absolute discretion, deems to be a
credit risk, likely to become a credit risk or continues to dispute charges.
Attorneys Fees / Cost of Enforcement.
In the event either party brings an action in a court of law, the prevailing
party shall be entitled to reasonable attorney's fees plus collection costs,
if any, plus interest and/or late fees to the maximum amount permitted by law.
Choice of Law; Venue.
This Agreement shall be become effective once submitted or accepted
electronically via the internet ,when accepted by SpeechPhone LLC as approved.
If any action is brought in a court of law, the laws of the State of Delaware
shall apply; however, SpeechPhone LLC shall have the right to choose venue in
Southern California, Texas or Delaware at its discretion based on the local
This Service Agreement shall constitute the entire agreement between the
parties with respect to the subject matter contained hereby, shall supercede
any and all previous agreements either written or oral and shall continue in
full force in effect unless or until the parties enter into a subsequent
written agreement duly authorized and signed by the parties hereto and
evidenced by the date affixed therein. No other agreements either oral or
written shall be deemed valid or of any force of affect unless duly signed by
the authorized parties hereto as evidenced by duly executed copies in duplicate.
Provider expressly reserves and retains all rights it may have in law or
equity which are not expressly granted under this Agreement. The Service may
not be assigned, licensed, leased or otherwise transferred by the Subscriber
to any third party.
Last Updated: November 5th 2005