FireRTC SERVICE TERMS AND CONDITIONS
THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO ALL PARTIES THAT SIGN UP FOR OR THAT USE THE FIRERTC SERVICES DESCRIBED HEREIN. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT.
1. INTRODUCTION. These FireRTC Service Terms and Conditions, together with any operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to time (collectively, the “Agreement”), constitutes the entire agreement between Icehook Systems LLC, a Delaware limited liability company (hereinafter referred to as “We,” “Us” or “ICEHOOK”) and the party set forth in the related registration order form (herein after referred to as “You,” “Your”, “User” or “Customer”) regarding ICEHOOK’s Service (as defined herein), and supersedes all prior agreements, discussions and writings between the parties regarding the subject matter of this Agreement. For purposes of this Agreement, the term “ICEHOOK” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, attorneys and any other service provider that furnishes services or devices to You in connection with this Agreement.
2. DEFINITION OF SERVICE. ICEHOOK’s FireRTC Service is a tele-information communication service that uses a data network (like the Internet) to transport voice communications that have been converted into data packets. For purposes of this Agreement, the term “Service” shall mean ICEHOOK’s FireRTC Service, including all other features, products and services provided by ICEHOOK under the service plan that You have selected.
3. REVISIONS TO TERMS AND PRICING. From time to time, We may revise the terms and conditions of this Agreement (including, without limitation, any of the policies incorporated by reference) and the pricing for the Service. Notice of revisions to the Agreement or pricing may be posted on the FireRTC website (“the website”) and deemed given and effective on the date posted to the website. If You do not agree to the revision(s), You must terminate Your Service immediately, subject to the Termination provisions provided in this Agreement. By continuing to use the Service after revision(s) are in effect, You hereby accept and agree to all such revisions.
4. CUSTOMER REPRESENTATIONS. You represent and warrant that You are at least eighteen (18) years of age or, as applicable, the age of majority in the country, state or province in which You reside, and that You possess the legal right and ability to enter into this Agreement. You represent and warrant that Your name, User name, contact information and registered location are true and correct and if for business use, You are authorized to act on behalf of Your company. You understand that ICEHOOK relies on the information You supply and that providing false or incorrect information may result in Service provisioning and delivery delays, the suspension or termination of Your Service and the inability of a 911-dialed call to be correctly routed to emergency service personnel, as further explained below. You agree to promptly notify ICEHOOK whenever Your personal or billing information changes (including, but not limited to, Your name, address, email address, telephone number, and credit card number and expiration date). You agree to be financially responsible for Your use of the Service as well as for use of Your account by others.
5. USE OF SERVICE.
a. Service Plans. Service is provided to You as a User, for Your business and personal use. This means that You are not to resell or transfer the Service to any other person for any purpose or make any charge for the use of the Service, without express written permission from ICEHOOK in advance. ICEHOOK reserves the right to immediately terminate, change the calling plan or modify the Service if ICEHOOK determines, in its sole discretion that You are using the Service in a manner not contemplated by this Agreement.
b. User Responsibility. You agree that You are responsible for all use(s) related to Your account. You understand this means that You accept full liability and responsibility for Your actions or the actions of anyone who uses the Service via Your account with or without Your permission. You acknowledge that ICEHOOK may send You information, including Your Password, via email over the Internet. You agree that the Internet is not a secure network and that third parties may be able to intercept, access, use or corrupt the information and telephone calls You transmit over the Internet. In order to maintain the security of Your Service, You should safeguard Your User IDs and Passwords.
c. Use of Service by Customers FireRTC is designed to work generally with unencumbered high-speed internet connections, however, if the high-speed Internet connection You are using is outside the United States or Your ISP places restrictions on the usage of such services, ICEHOOK does not represent or warrant that use of the Service by You is permitted by any other jurisdictions or by any or all the ISPs. You will be solely responsible for any violations of local laws and regulations or violations of ISP terms of service resulting from such use. You also agree to indemnify Us for any claims, damages or expenses resulting from Your use of the Services. ICEHOOK reserves the right to disconnect Services immediately if ICEHOOK determines, in its sole and absolute discretion that You have used the Service in violation of applicable laws, including without limitation laws of jurisdictions outside the United States. You are solely liable for any and all use of the Service by any person making use of the Service provided to You.
d. Account Ownership. The owner of the account under which the Services are ordered shall be the person or legal entity (e.g., corporation, partnership, limited liability company) that signs up for the Services with ICEHOOK. Subsequent changes to ownership must be supported by appropriate legal documentation. If ICEHOOK is unable to determine the valid owner of the account, ICEHOOK reserves the right to suspend or terminate the account and Services.
6. SERVICE DISTINCTIONS. You acknowledge and understand that the Service is not a telephone service, and We provide it on a best efforts basis. Important distinctions exist between telephone service and FireRTC. The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect Your rights of redress before Federal and State telecommunications regulatory agencies or judicial forums. Events beyond our control may affect our service, such as power outages, fluctuations in the Internet, Your underlying ISP or broadband service, or maintenance. We will act in good faith to minimize disruptions to Your use of and access to our service.
a. NO EMERGENCY CALLS OR SERVICES – NO 911 DIALING. You acknowledge and understand that FireRTC does not support or carry emergency calls (for example, “911” calls) to any type of law enforcement agency, fire department, medical facility or any other kind of emergency service. The Service is not a replacement for a traditional landline telephone or mobile phone, and will not enable You to contact emergency services or identify Your physical location to emergency responders if You need emergency assistance. ICEHOOK is not required to offer emergency services pursuant to any applicable regulation or law, and You hereby waive any and all such claims, damages or losses, against ICEHOOK and its licensors, arising from or relating to the use of the Software to make or attempt to make such emergency calls.
b. No 0+ or Operator Assisted Calling; May Not Support X11 Calling. You acknowledge and understand that the Service does not support 0+ or operator assisted calling, including, without limitation, collect calls, third party billing calls, 900, calling card calls or dialaround calls. Our Service may not support 311, 411, 511, and other x11 services in one or more service areas.
c. Incompatibility with Other Services.
i. Non-Voice Equipment Limitations. You acknowledge and understand that the Service is not compatible with all non-voice communications equipment, including but not limited to, some home and office security systems that are set up to make automatic phone calls, emergency phones in elevators, some aspects of satellite TV systems, digital entertainment systems, fax machines, modems and medical monitoring devices. By accepting this Agreement, You waive any claim You may have against ICEHOOK for interference with or disruption of such systems due to the Service.
ii. Certain Broadband, Cable Modem, and Other Services. There may also be other services with which our Service may be incompatible. Some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Service will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.
d. Use Outside of the United States. As previously noted there are limitations with the Service’s access to 911. FireRTC does not provide access to emergency services in any country outside of the United States. ICEHOOK disclaims any obligation to provide You with access to emergency services in any jurisdiction other than the United States.
7. LENGTH OF SERVICE.
a. Service Term. We provide the Service for the term that You have signed up for. Your term begins on the earliest of: (i) the date You first ordered service; (ii) the date You first used the Service; or (iii) the date We successfully process Your payment.
b. Automatic Renewal. ICEHOOK shall automatically renew the Service for the same term on Your subscription date unless You cancel Your Service before the end of the current service term. See “Termination of Service” Section. The renewal begins on the day after the last day of Your term. The renewal will be charged to Your payment method (credit card) on file, which may include any payment method automatically updated by Your issuing bank. If Your credit card is declined, invalid, or payment is not made by the issuer of Your credit card on Your subscription date, without further notice ICEHOOK reserves the right to automatically recharge the payment method until payment is received, the payment method is updated, or the Service is discontinued for nonpayment.
c. Our right to disconnect. We have the right to suspend or discontinue service generally, or to disconnect the Service, at any time. In addition, We reserve the right to immediately disconnect the Service at any time without notice due to non-payment or unlawful or inappropriate use of the Service. All charges owed at the time of disconnection will be immediately payable. We will pursue collection for unpaid amounts on disconnected accounts and may report these unpaid charges to credit bureaus.
d. Termination of Service. In order to terminate the Service, You may do so at any time through the Service.
8. FEES AND CHARGES.
a. Our fees and charges may change from time to time. New pricing will be effective the next day following posting to the website (or sent to You) and may be applied to renewals of existing services. We may introduce new products and services at special introductory pricing. Introductory pricing will not be applied retroactively to existing services and may be applied for only limited periods of time. At our discretion, We may change introductory pricing. Certain service charges, such as Regulatory Recovery Fees, Universal Service Fund fees, and E911 fees, are subject to change from time to time and are applicable to all customers.
b. Billing increments. All billing policies are defined by the specific package the Customer chooses.
c. Taxes. Taxes Customer is responsible for, and shall pay are any applicable federal, state, municipal, local or other governmental sales, use, excise, Universal Service Fees, value-added, personal property, public utility and other taxes, fees and charges now in force or enacted in the future, that arise from or as a result of Customer’s subscription or use or payment for the Service. Such amounts are in addition to payment for the Service and will be billed to You. If Customer is exempt from payment of such taxes, You will provide ICEHOOK with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date ICEHOOK receives such certificate.
d. Charges for Calls from Public Payphones. We reserve the right to charge You for any tolls or fees resulting from calls You receive from public payphones.
e. Activation Fee. One-time activation fees and any other installation fees that may apply and vary by product and plan chosen.
f. Regulatory Recovery Fee. A Regulatory Recovery Fee shall be charged monthly to offset costs incurred by ICEHOOK in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The Regulatory Recovery Fee may apply to every phone number assigned, including toll free and virtual numbers.
g. Reinstatement Fee. Reinstating any service deactivated for non-payment of fees shall result in a reinstatement fee.
9. BILLING, PAYMENT, and PRICING.
a. Billing. We will charge You in advance for each term of Service. If You have selected a free trial offering, We will commence charging You for the Service at the expiration of the free trial period, unless We are notified of the contrary. When You subscribe to the Service, You must give Us a valid email address and a payment method (credit card) that We accept. We reserve the right to stop accepting Your payment method or Your payments. You must advise Us at once if Your payment method expires, You close Your account, Your billing address changes, Your email address changes, or Your payment method is cancelled and replaced on account of loss or theft. We will bill in advance to Your payment method all charges, fees, taxes, and surcharges for each service term. All fees not billed in advance are due upon receipt of invoice notice from ICEHOOK.
b. Payment. When You subscribe to the premium Service, You authorize Us to collect from Your payment method. This authorization will remain valid until thirty (30) days after You terminate our authority to charge Your payment method.
c. Collection. If We disconnect the Service, You will remain liable to Us for all charges under this Agreement and all the costs We incur to collect these charges, including, without limitation, collection costs and attorney’s fees. You also agree to pay any additional charges or fees applied to Your billing account for any reason, including but not limited to, interest and charges due to insufficient credit.
d. Notices. You understand that it is difficult for Us to distinguish between credit and debit cards. You agree to waive Your rights under any rule or regulation to receive ten (10) or other amount of days advance notice from Us regarding the amount that We will debit from Your account. While We may send You messages about Your billing from time to time, We are not obligated to do so. We may change or cease our messages at any time without notice to You.
e. Billing Disputes. You must notify ICEHOOK in writing within thirty (30) days after receiving Your credit card statement or from the time funds are debited from Your bank account if You dispute any ICEHOOK charges on that statement or that have been debited from Your account, or such dispute will be deemed waived.
f. Prices and Fees. ICEHOOK fees and charges for the Service are supplied to You during the ordering process unless otherwise provided for in this Agreement. You agree to pay the applicable one-time and recurring charges. You further agree that any taxes and other charges, including but not limited to, account setup fees, shipping and handling and other nonrecurring charges will be charged to Your credit card. Recurring charges will be billed and automatically charged to Your credit card on the first day of every billing cycle. Your billing cycle will begin on the anniversary date of Your subscription date as defined in this Agreement.
g. YOU AGREE THAT WE MAY CHARGE YOUR CREDIT CARD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT. You agree to provide a credit card and not a debit card. If Your card is a combination credit card/debit card, You authorize Us to use it as a credit card. If Your issuing bank automatically provides Us with an updated credit card, You agree that We may charge this new credit card for all amounts due to Us without additional notice or consent. You also agree to indemnify Us for any claims, damages or expenses resulting from providing a debit card instead of a credit card. If Your credit card is declined, is invalid or payment is not made by the issuer of Your credit card at the time that a charge is attempted, You will not be able to use the Service until Your account is paid in full.
h. Discontinuation of Service for Nonpayment. The Service to You may be denied or discontinued without notice at any time in the event of non-payment or if Your credit card provider denies or discontinues providing credit to You for any reason, or You fail to provide Us with payment or a new credit card expiration date before the existing one expires. If Your credit card fails for any reason during the ordering process, or any regular or monthly billing process, You will have 24 hours to provide ICEHOOK Your new credit card information. If the credit card issue is not resolved within 48 hours, ICEHOOK will deactivate the Service. If Your credit card is approved within 24 hours, Your calling plan and billing cycle will remain unchanged. We reserve the right to modify calling plan at any time. You agree to pay all charges owed to ICEHOOK, including but not limited to the reinstatement fee for reactivated services. In the event ICEHOOK utilizes a collection agency or resorts to legal action to recover monies due, You agree to reimburse Us for all expenses incurred to recover such monies, including attorneys' fees.
10. ACCEPTABLE USE POLICY. You agree to comply with the ICEHOOK Acceptable Use Policy (“AUP”), which is posted on the FireRTC website and is incorporated into this policy with this reference. Changes to the AUP may be made at any time without notice to You and is effective the day following posting to our website.
11. MANAGEMENT OF YOUR DATA AND COMPUTER.
a. System Management and Service Performance. You are solely responsible for obtaining, installing, configuring and maintaining suitable equipment, including Your computer and telephone and software, including any necessary system or software upgrades, patches or other fixes which are or may become necessary to access the Service and to operate Your computer.
b. Monitoring of Network Performance. ICEHOOK measures and monitors network performance. We also will access and record information about Your computer's profile and settings and the installation of the Software in order to provide customized technical support. No adjustments to Your computer settings will be made without Your permission. You hereby consent to ICEHOOK's monitoring of Your Internet connection and network performance, and the access to and adjustment of Your computer settings, as set forth above, as they relate to the Service.
c. No Storage of User Information. ICEHOOK is not obligated to store Your communications logs, voicemails, faxes, emails, or other messages but may do so only as a convenience to You. You agree that ICEHOOK has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, e-mails, messages, and/or other communications maintained or transmitted by the Services.
12. LIMITATION ON WARRANTIES, REMEDIES AND LIABILITY, INDEMNIFICATION.
i. ICEHOOK MAKES NO EXPRESS OR IMPLIED WARRANTY REGARDING THE SERVICE OR THE INSTALLATION OF SAME AND DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ICEHOOK DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. ICEHOOK DOES NOT AUTHORIZE ANYONE, INCLUDING BUT NOT LIMITED TO ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. CUSTOMER AGREES THAT IT ACCEPTS THE SERVICE “AS IS” AND THAT CUSTOMER IS NOT ENTITLED TO REPLACEMENT OR REFUND IN THE EVENT OF ANY DEFECT. THE PROVISIONS OF THIS SECTION SHALL BE APPLIED TO THE FULLEST EXTENT OF THE LAW, BUT IF ANY PORTION OF THIS SECTION IS DETERMINED TO BE UNLAWFUL, THEN THIS SECTION SHALL BE CONSTRUED TO LIMIT LIABILITY AGAINST ICEHOOK TO THE FULLEST EXTENT POSSIBLE UNDER THE LAW.
ii. WE WILL NOT GIVE YOU CREDIT FOR ANY INTERRUPTION OF ICEHOOK SERVICE, INCLUDING INTERNATIONAL CALLING SERVICES.
b. LIMITATION OF LIABILITY.
IN NO EVENT SHALL ICEHOOK BE LIABLE TO YOU, YOUR REPRESENTATIVES OR AUTHORIZED ASSIGNS OR ANYONE ELSE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, LOSS OF REVENUE OR PROFITS, RELATING TO OR ARISING OUT OF THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE, THE ABSENCE, DELAY, FAILURE OR OUTAGE OF THE SERVICE, THE INABILITY TO DIAL 911 OR E911 TO ACCESS EMERGENCY SERVICE PERSONNEL, THE INABILITY TO DIAL SECURITY, LAW ENFORCEMENT OR FIRE PREVENTION/PROTECTION SERVICES OR SYSTEMS, OR THIS AGREEMENT. NOR SHALL ICEHOOK BE LIABLE FOR ANY DELAY OR FAILURE TO PROVIDE THE SERVICE, INCLUDING 911 DIALING, AT ANY TIME OR FROM TIME TO TIME, OR FOR ANY INTERRUPTION OR DEGRADATION OF VOICE QUALITY CAUSED BY ANY REASON INCLUDING BUT NOT LIMITED TO THE FOLLOWING: AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR OR THIRD PARTY, EQUIPMENT, NETWORK OR FACILITY FAILURE, EQUIPMENT, NETWORK OR FACILITY UPGRADE, SERVICE, MAINTENANCE, MODIFICATION, SHORTAGE, OR RELOCATION, FORCE MAJEURE EVENTS SUCH AS BUT NOT LIMITED TO ACTS OF GOD, ADVERSE WEATHER, STRIKES, FIRE, WAR, RIOT, GOVERNMENT ACTIONS OR TERRORISM, SERVICE, DEVICE, EQUIPMENT, NETWORK OR FACILITY FAILURE CAUSED BY THE LOSS OF POWER OR INTERNET SERVICE TO ICEHOOK OR CUSTOMER, AND ANY CAUSE THAT IS BEYOND ICEHOOK’S CONTROL, INCLUDING WITHOUT LIMITATION THE FAILURE OF AN INCOMING OR OUTGOING COMMUNICATION, THE INABILITY OF COMMUNICATIONS TO BE CONNECTED OR COMPLETED, INCLUDING 911 DIALING, OR DEGRADATION OF VOICE QUALITY. ICEHOOK SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO ICEHOOK’S OR CUSTOMER’S TRANSMISSION FACILITIES OR PREMISES, EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF ICEHOOK’S NEGLIGENCE OR OTHER ACTS OR OMISSIONS. ICEHOOK’S LIABILITY FOR ANY ACT OR OMISSION SHALL IN NO EVENT EXCEED THE SERVICE CHARGES WITH RESPECT TO THE AFFECTED TIME PERIOD. THE LIMITATIONS SET FORTH HEREIN APPLY TO ALL CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT, AND ANY AND ALL OTHER THEORIES OF LIABILITY, AND APPLY WHETHER OR NOT ICEHOOK WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGE. FURTHER, YOU AGREE TO REIMBURSE ICEHOOK FOR ALL COSTS AND EXPENSES RELATED TO THE DEFENSE OF ANY SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES AND LITIGATION COSTS. THE PROVISIONS OF THIS SECTION SHALL BE APPLIED TO THE FULLEST EXTENT OF THE LAW, BUT IF ANY PORTION OF THIS SECTION IS DETERMINED TO BE UNLAWFUL, THEN THIS SECTION SHALL BE CONSTRUED TO LIMIT LIABILITY AGAINST ICEHOOK TO THE FULLEST EXTENT POSSIBLE UNDER THE LAW.
13. INDEMNIFICATION AND WAIVER OF CLAIMS.
YOU ARE LIABLE FOR ANY AND ALL USE OF THE SERVICE BY YOURSELF AND BY ANY PERSON MAKING USE OF THE SERVICE, AND YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ICEHOOK AGAINST ANY AND ALL LIABILITY FOR ANY SUCH USE THAT FAILS TO COMPLY WITH THIS AGREEMENT. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ICEHOOK FROM ANY AND ALL CLAIMS OR LIABILITY FOR DAMAGES, PERSONAL INJURY, DEATH, FINES, PENALTIES, COSTS, EXPENSES, LOSSES, LOST PROFIT, LOST REVENUE, PROPERTY DAMAGE, ATTORNEYS’ FEES, AND ANY AND ALL OTHER DAMAGES OF WHATEVER KIND AND NATURE RELATING TO OR ARISING OUT OF THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE, THE ABSENCE, FAILURE OR OUTAGE OF THE SERVICE, THE INABILITY TO DIAL 911 OR E911 TO ACCESS EMERGENCY SERVICE PERSONNEL, THE INABILITY TO DIAL SECURITY, LAW ENFORCEMENT OR FIRE PREVENTION/PROTECTION SERVICES OR SYSTEMS, OR THIS AGREEMENT UNLESS THE CLAIMS OR CAUSES OF ACTION ARISE FROM OUR GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT. THIS SECTION SHALL SURVIVE THE AGREEMENT.
14. CONTENT. You are liable for all liability that may arise from the content You transmit to any person, whether or not You authorize it, using FireRTC. You promise that You and anyone who uses the Service and all Your and their content comply at all times with all laws, regulations, and written and electronic instructions for using the Service.
16. RECORDING CONVERSATIONS. Certain ICEHOOK Services provide a function that allows You to record individual calls. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, You are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. ICEHOOK expressly disclaims all liability with respect to Your recording of conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify ICEHOOK from and against any damages or liabilities of any kind related to Your recording of any conversations using the Services.
17. DISPUTE RESOLUTION
a. Attorneys’ Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, including the costs of experts and investigation, reasonable attorneys’ fees incurred in preparation or in prosecution or defense of such arbitration, mediation, suit, or action as determined by the arbitrator, mediator, or trial court, and if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.
b. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
c. Venue of Dispute Resolution. Venue and jurisdiction for the resolution of any dispute shall be proper in New York County, New York.
d. Arbitration Provision. The parties agree that any dispute that arises out of or that relates to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, may be determined by arbitration in the county in which the party not bringing the action is located pursuant to JAMS’ Streamlined Arbitration Rules and Procedures.
e. Injunctive and Other Equitable Relief. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that the other parties will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.
18. CALEA. ICEHOOK intends to fully comply with the Communications Assistance for Law Enforcement Act (“CALEA”). By using the Service, You hereby agree and consent to ICEHOOK’s right to monitor and otherwise disclose the nature and content of Your communications if and as required by CALEA without any further notice to You.
19. FORCE MAJEURE (EVENTS BEYOND ICEHOOK’S CONTROL). ICEHOOK 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, riots, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties as may occur in spite of ICEHOOK’s best efforts.
20. SOFTWARE COPYRIGHT Any software used by ICEHOOK to provide the Service and any software provided to You in conjunction with providing the Service is protected by copyright law and international treaty provisions. You may not, nor may You allow anyone else to: (i) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the software; (ii) use the software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the software; or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the software’s source or object code.
21. MISCELLANEOUS PROVISIONS
a. Assignment. ICEHOOK may assign all or part of its rights or obligations under this Agreement without notifying You. If We do that, We have no further obligation to You. You may not assign the Agreement or the Service without our prior written approval.
c. Severability. If any provision of this Agreement be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement will not be in any way impaired.
d. Survival. Those provisions of this Agreement which by their nature should survive termination, cancellation, or expiration of this Agreement, shall so survive.
e. Waiver. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.