Offix Solutions (the "Services") are services operated by Offix Solutions, LLC. ("Offix Solutions " or "Company") of 7950 NW 53rd Street Suite 337 Miami, Florida, USA. This Agreement, which governs the terms and conditions of your use of the Offix Solutions Communications Services, is between you ("You," "User," or "Client"), as an authorized user of the Services, and the Company. Client agrees that the Services will be used only as provided in such terms and conditions for legitimate business purposes.
1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF USE. The Services are offered to
You conditioned on Your acceptance without modification, of the terms and
conditions, contained in this Agreement. Your use of the Services constitutes
Your agreement to the terms and conditions stated in this Agreement. Each
person that uses the Services, or that enters into a contract, in writing or
online, on behalf of its employer or other third party, represents that such
person is authorized to accept these terms on its employer's or the third
party's behalf. Unless explicitly stated otherwise, the Terms of Service will
govern the use of any new features that augment or enhance the current
Services, including the release of new Company resources and services. In the
case of any violation of these terms, the Company reserves the right to seek
all remedies available by law and in equity for such violations.
2. TERM; AUTOMATIC EXTENSION; TERMINATION or SERVICE DOWNGRADE. For Offix
Solutions Communications Services, the Initial Term is one month. For
Offix Solutions, the Initial Term of this Agreement is month to months, in each
case commencing on the date stated on Client's Contract or, if contracted online,
the date the Client processes Client's order online. Unless properly terminated
or downgraded, this Agreement will be automatically renewed and extended for
successive periods equal to the one month (each, a "Renewal
Term") until terminated, as provided herein, by either Client or Offix
Solutions. Client may terminate or downgrade Services upon expiration of
the Initial Term or any Renewal Term by calling our office (305-507-8008),
sending a written notice or email of termination / downgrade at any time
prior to the end of the existing Term. For Communications Services, once a
notice of termination / downgrade has been received, Communications
Services will terminate / downgrade on the last day of Client's following
complete recurring billing cycle. No prorated refunds shall apply and Client is
still liable for any and all overage charges if applicable during final term of
agreement. Client's notice to terminate the Agreement must be sent by either
(a) email addressed to info@offixsolutions.com, or (b) by certified mail,
return receipt requested, sent to Offix Solutions LLC, attn.: Contract
Terminations, 7950 NW 53rd Street Suite 337 Miami, FL 33166. Upon
termination of the Agreement for whatever reason, it is the Client's
responsibility to notify all parties of Client's change of address and/or
communications services. Subsequent mail sent to the virtual office location
will be returned to sender if applicable and all communications services will
terminate at that point.
3. MODIFICATIONS TO THE SERVICE. The Company reserves the right to modify or
discontinue all or part of the Service, temporarily or permanently, with or
without notice to User, and is not obligated to support or update the Service.
The amended Terms shall be effective immediately after they are posted on Offix
Solutions' website, www.offixsolutions.com. User's continued use of the Service
after the posting of the amended Terms on the Site constitutes User's
affirmative: (a) acknowledgment of the Terms and its modifications; and (b)
agreement to abide and be bound by the Terms, as amended. User
acknowledges/agrees that the Company shall not be liable to User or any third
party in event that the Company exercises its right to modify/discontinue
all/part of the Service.
4. MODIFICATION OF USER RATES. The Company reserves the right, in its sole
discretion, to change User pricing upon thirty (30) days' notice.
Notwithstanding the foregoing, if a User utilizes greater than the number of
telephone or messaging or faxing minutes included in User's monthly plan, the
Company reserves the right to immediately charge the User for such use at a
rate of 50 cents (U.S.) per live minute for all minutes over the plan minute
threshold.
5. CHARGES. By electing to purchase subscription-based services, You warrant
that all information You submit is true, valid and accurate (including without
limitation Your credit card number and expiration date) and You agree to pay
all subscription and additional usage fees You incur, plus all applicable
taxes.
a. Payment of Your account balance and other applicable charges is due monthly
and must be made by the valid credit card designated by You. You must promptly
notify the Company of changes to: (a) the account number or expiration date of
Your designated card; (b) Your billing address; or (c) cancellation, theft or
loss of Your designated card. Any payment received after the due date will be
assessed a $5 per day late payment fee.
b. If payment for Your account is not received from the card issuer or its
agents, You agree to pay all amounts due, including late payment fees and
collection costs, upon demand. Each time you use the Service, or allow or cause
the Service to be used, You agree and reaffirm that the Company is authorized
to charge Your designated card. You agree that the Company may (at its option)
accumulate charges incurred during Your monthly billing cycle and submit them
as one or more aggregate charges during or at the end of each cycle, and that
the Company may delay obtaining authorization from Your card issuer until
submission of the accumulated charge(s). Offix Solutions reserves the right at
any time to withhold any services provided under this Agreement (with or
without notice) or to terminate the Agreement if fees are not paid by the end
of the day they are due or the funds due from any retainers have not been
cleared. Actual collection fees incurred by Offix Solutions, up to 50% of the
account balance, will be added to the unpaid balance. You agree to pay Offix
Solutions 1.5% interest per month on all amounts owing and not paid when due.
The Company reserves the right to suspend or terminate Your Service account
without notice upon rejection of any card charges or if Your card issuer (or
its agent or affiliate) seeks return of payments previously made to the Company
when the Company believes You are liable for the charge. Such rights are in
addition to and not in lieu of any other legal rights or remedies available to
the Company.
c. Your set up fees (if applicable) and recurring service fees are payable in
advance and are non-refundable. You agree that the Company may submit charges
for Your monthly service fee each month, without further authorization from
You, unless You provide prior notice that You have terminated this
authorization or wish to change Your designated card. Such notice will not
affect charges submitted before the Company reasonably could act on Your
notice. (Note: the Company takes no responsibility for contacting You prior to
charging Your designated credit card for Your recurring service fee.) If You
have any question regarding any charges that have been applied to Your account,
You must contact the Company's Customer Service Department within 30 days of
the charge date. Failure to use Your account will not be deemed a basis for refusing
to pay any charges submitted by the Company in accordance with this Agreement.
d. All Service packages that include a toll-free, local or international access
number include a number of monthly telephone minutes as part of the recurring
service fee. The Executive and Corporate plans include a total of 2000 minutes per month within the United States territory. The Corporate plan includes a maximum of 300 live calls (during business hours) per month. The Corporate and Executive plans include a total of 200 minutes of international call transferring (outside the United States territory) per month. Additional charges will be automatically applied to the credit card on file if the client exceeds that limit. The Company reserves the right to bill subscribers for
usage above and beyond the subscribers plan's monthly minutes at a rate of 50
cents (U.S.)
per call. You agree that the Company may submit these charges to Your credit
card of record, without further notification or authorization from You. In the
event Your account is terminated, the Company has the authority to charge Your
credit card of record for any additional usage fees You may have accrued while
still an active subscriber. You may transfer you're your current phone number
to us, with your current providers permission, for a one-time $35.00 port fee.
Company owns all numbers used on the Service and toll free or local numbers may
not be moved away from the Company.
6. SERVICES/MAIL. You agree to make the address format for Your business the
following: Client Name or Client Company name,
XYZ Street, Suite 123, City State Zip. Your failure
to comply with this regulation may, at our sole discretion, be declared an act
of default.
At termination of this Agreement, You agree that all mail thereafter will be
marked by Offix Solutions, "Return to Sender," and no further mail or
deliveries will be accepted. Client may use the address of Offix Solutions
and/or its agents as specified above in this Agreement as Client's business
address. Mail will be handled according to instructions specified by the
Client, and the Client will be responsible for all resulting forwarding and
service charges. Any violation of USPS regulations may result in termination of
Services by Offix Solutions, and may subject the violator to fines or
imprisonment. If Offix Solutions has been instructed to forward mail, neither Offix
Solutions nor its agents shall be responsible for any delay or loss of mail
during the forwarding process. Offix Solutions will not accept any items
exceeding 10 lbs in weight, 18" in any dimension, or 1 cubic foot in
volume, or if the item contains any dangerous, live or perishable goods, and Offix
Solutions shall be entitled in its absolute discretion to returned uncollected
items or refuse to accept any quantity of items it considers unreasonable or
unlawful. The Client warrants that it will not use any of the Services for any
obscene, illegal, immoral or defamatory purposes and will not in any way bring Offix
Solutions into disrepute. The Client will not in any way use or combine the Offix
Solutions name, in whole or in part, for the purpose of trading activities. Offix
Solutions will not be liable for any loss sustained as a result of any
mechanical breakdown, strike, delay or failure of any staff, manager or
caretaker to perform their duties. This Agreement is interpreted and enforced
in accordance with the laws of the state of
Florida, USA.
7. LINKS. The Service or related websites may provide links to other Websites
or resources. User agrees that the Company shall not be responsible or liable,
directly or indirectly, for any damage or loss caused or alleged to be caused
by or in connection with use of or reliance on any such content, products or
services available on such external sites or resources.
8. INTELLECTUAL PROPERTY RIGHTS. User acknowledges that content, including but
not limited to policy information, text, software, music, sound, photographs,
video, graphics, the arrangement of text and images, commercially produced
information, and other material contained on the Site or through the Service
("Content"), is protected by copyright, trademarks, service marks,
patents or other proprietary agreements and laws and User is only permitted to
use the Content as expressly authorized by the Company. These Terms do not
transfer any right, title, or interest in the Service, Site or the Content to
User, and User may not copy, reproduce, distribute, or create derivative works
from this Content without express authorization by the Company. User agrees not
to use or divulge to others any information designated by the Company as
proprietary or confidential. Any unauthorized use of any Content contained on
the Site or through the Service may violate copyright laws, trademark laws, the
laws of privacy and publicity, and communications regulations and statutes.
EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION ON THE
SITE MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN
PERMISSION FROM THE COMPANY. USERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE,
PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON THE SITE
FOR ANY PUBLIC, PERSONAL OR COMMERCIAL PURPOSES.
9. TRADEMARKS. "Company Trademarks" means all names, marks, brands,
logos, designs, trade dress and other designations the Company uses in
connection with the Service or any other service. User acknowledges the
Company' rights in the Company Trademarks and agrees that any and all use of
the Company Trademarks by User shall inure to the sole benefit of the Company.
10. DISCLAIMER OF WARRANTIES. USER EXPRESSLY AGREES THAT USE OF THE SITE AND
THE SERVICE IS AT USER'S SOLE RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN
"AS IS", "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FORA PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE
OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE COMPANY MAKES NO
WARRANTY THAT THE SITE OR SERVICE WILL MEET USER'S REQUIREMENTS, OR THAT THE
SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE
NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SITE OR THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF
ANY CONTENT OR ANY INFORMATION OR PRODUCTS OBTAINED THROUGH THE SITE OR SERVICE
OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. USER UNDERSTANDS AND AGREES
THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
THE SITE OR SERVICE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES UNDER CERTAIN CIRCUMSTANCES;
CONSEQUENTLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO USER, IN WHOLE OR
IN PART.
11. LIMITATION OF LIABILITY. As a condition of use of the Service, and in
consideration of the Services provided by the Company, User agrees that neither
the Company, nor any officer, affiliate, director, shareholder, agent,
contractor or employee of the Company (the "Company Affiliates"),
will be liable to User or any third party for any direct, indirect, incidental,
special, punitive, or consequential damages, loss of profits, loss of earnings,
loss of business opportunities, damages, expenses, or costs resulting directly
or indirectly from, or otherwise arising in connection with the Service, Site
or Content; including but not limited to any of the following: Reliance,
Termination, Infringement, Force Majeure. The limitations set forth in this
section apply to acts, omissions, negligence, and gross negligence of Company
and/or the Company Affiliates, which, but for this provision, would give rise
to course of action in contract, or any other legal doctrine. The Company shall
not be liable for any direct, indirect, incidental, punitive, special,
multiple, or consequential damages resulting from the use or inability to use
the Services or for cost of procurement or substitute goods and services or
resulting from any products or services purchased or obtained through the site
including loss of profits, use, data or intangible property, even if the
Company has been advised of the possibility of such damages. The entire
liability of the Company and Your exclusive remedy with respect to the use of
the site and service are limited to the lesser of (1) the amount actually paid
by You for the Service during the three (3) months preceding the date of Your
claim; or (2) US $500.00. You hereby release the Company and the Company
Affiliates from any all obligations, liabilities and claims in excess of this
limitation.
12. NO RESALE OF THE SITE. User agrees not to reproduce, duplicate, copy, sell
resell, exploit or make any commercial use of or access to the Service, without
the express written consent of the Company.
13. LAWFUL USE. User agrees that use of the site is subject to all applicable
national, state, and local laws and regulations, and that User is solely responsible
for the contents of its communications through the Service.
14. INDEMNIFICATION. User will defend, indemnify and hold harmless the Company
and the Company Affiliates, and their respective successors and permitted
assigns, from and against any claim, suit, demand, loss, damage, expense
(including reasonable attorneys' fees and costs) or liability that may result
from, arise out of or relate to: (a) acts or omissions by User arising out of
or in connection with this Agreement; (b) intentional or negligent violations
by User of any applicable laws or governmental regulation, (c) contractual
relations between the User and a third party; or (d) infringement of
intellectual property rights including, but not limited to, rights relating to
patent and copyright. User acknowledges that the Company has no control over
the content of information transmitted by User or User's customers and that the
Company does not examine the use to which User or User's customers put the
Service or the nature of the information User or Users customers send or
receive. User hereby indemnifies and holds harmless the Company and Company
Affiliates from any and all loss, cost, damage, expense, or liability relating
to or arising out of the transmission, reception, and/or content of information
of whatever nature transmitted or received by User or Users.
15. ACCESS TO PASSWORD PROTECTED/SECURE AREAS. Access to and use of password
protected and/or secure areas of the Site is restricted to authorized users
only. Unauthorized individuals attempting to access these areas of the Site may
be subject to prosecution.
16. TERMINATION & EFFECT. The Company may terminate or suspend access to
the Service or Site with or without cause at any time and effective
immediately. Reasons for termination or suspension shall include, but are not
limited to, the following: inactivity of the User; violation of any terms
listed in this policy; or failure to pay for Services. The Company shall not be
liable to User or any third party for termination of the Service or Site.
Should User object to any provision of the Terms or any subsequent
modifications thereto or become dissatisfied with the Service or Site in any
way, Users only recourse is to immediately: (a) terminate use of the Service
and Site; and (b) notify the Company of termination. Upon termination of access
to the Service and Site, User's right to use the Service and Site shall
immediately cease. In the event of User default, User agrees to pay all costs,
expenses and reasonable attorneys' fees expended by Offix Solutions in
enforcing this Agreement or collecting any sums due hereunder both in and out
of bankruptcy and before and after judgment.
17. SEVERABILITY. In the event that any provision of the Terms shall, in whole
or in part, be determined to be invalid, unenforceable or void for any reason,
such determination shall affect only the portion of such provision determined
to be invalid, unenforceable or void, and shall not affect in any way the
remainder of such provision or any other provision of the Terms. The Company's
failure to act with respect to a breach by User or others does not waive its
right to act with respect to subsequent or similar breaches.
18. CONFIDENTIALITY. Client recognizes that Client may, in the course of
obtaining or using the Services, come into possession of or learn confidential
and proprietary business information of Offix Solutions ("Confidential
Information"). Client agrees that during the Term of this Agreement and
thereafter: (a) Client shall provide, at a minimum, the care to avoid
disclosure of unauthorized use of Confidential Information as is provided with
respect to Client's own similar information, but in no event less than a
reasonable standard of care; (b) Client will use Confidential Information
solely for the purposes of this Agreement; and (c) Client will not disclose
Confidential Information to any third party without the express prior written
consent of the Company. Upon termination, Client will promptly return to the
Company any Confidential Information. If the Company transfers its business or
any business segment that provides Services to Client, the Company is
authorized to transfer all User information to Company's successor.
19. OWNERSHIP. All programs, services, processes, designs, software, technologies,
trademarks, trade names, inventions and materials comprising the Service are
wholly owned by the Company and/or its licensors and service providers except
where expressly stated otherwise. User agrees that User is not the owner of any
phone number assigned to User by the Company. Upon termination of account for
any reason, such number may be re-assigned immediately to another customer.
Company may from time-to-time need to change the number assigned to You.
Company will not be liable for damages (consequential or special) arising out
of such re-assignment or number change. User hereby waives any claims with
respect to such change. User is not authorized to charge services to number
assigned, any such charges will give the Company the right to immediately
terminate Your account without notice and bill such charges to User.
20. CONFERENCE ROOM & OFFICES BY THE HOUR TERMS AND CONDITIONS. Company
entitles Users to hire offices, meeting rooms and conference services
("Facilities") by the day, half day or hour from Offix Solutions LLC,
its Partners, and members. Use of any Facilities will be subject to: (i)
availability of the Facilities; (ii) payment of all fees and charges incurred
in reserving and/or using the Facilities; and (iii) compliance with the terms
and conditions and/or house rules from time to time applicable to the
Facilities. Unless otherwise agreed in writing, settlement of all fees and
charges incurred in reserving and/or using the Facilities is to be made by
Client prior to use and shall not be considered guaranteed until written
confirmation has been provided to Client. Any costs incurred to third party
suppliers (e.g. caterers or equipment suppliers) as a result of cancellation
will be payable in full by the Client. Reservations not made through Offix
Solutions are not guaranteed in any way and no pricing structure is guaranteed
for reservations not made specifically with Offix Solutions. Client's written
notice to change or cancel an existing reservation must be in writing, and must
be sent by email addressed to info@offixsolutions.com or by calling our
customer service department at (305)507-8008.
You will not damage, deface or alter the meeting space, furniture,
furnishings, walls, ceilings, floors, equipment or make or suffer to be made
any waste, obstruction or unlawful, improper or offensive use of the meeting
space or the common area facilities. You will not cause damage to any
part of the building or our property or disturb the quiet enjoyment of any
licensee or occupant of the building. At end of your reserved time, the
meeting space assigned to you, if any, will be in as good condition as when you
first occupied it, normal wear and tear excepted and we may apply additional
charges in case of any damage to the facilities. We retain the right to
enter your reserved meeting space to inspect it, to make repairs and
alterations as we reasonably deem necessary and the cost of any repair
resulting from an act or omission by you or your employees, guests and invitees
will be reimbursed to us by you upon demand. You assume all risks of loss with
respect to your personal property and the personal property of your agents,
employees, contractors and invitees, within or about the facilities. You
agree to waive any and all acts of recovery against us, or our directors,
licensors, officers, agents, servants and employees, for loss of, or damage to
your property or the property of others that is under your control to the
extent of such loss or damages covered or required to be covered by any
insurance policy.
