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THE CALLING CLOUD™ TERMS OF SERVICES

THESE TERMS OF SERVICES (THE “TERMS”), SET FORTH THE TERMS OF USE FOR THE CALLING CLOUD SERVICES, OPERATED BY EXTENDED DATA SOLUTIONS, INC. AND LOCATED AT WWW.THECALLINGCLOUD.COM. BY USING THIS SITE, YOU ARE CONSENTING TO THESE TERMS.

1. DEFINITIONS. As used in these Terms of Services now or hereafter:

1.1 “Terms” - means this Terms of Services agreement

1.2 “Customer Message Content" - means the sound or other media files associated with Customer’s use of the Services.

1.3 "Customer, Customer's, Client, Client’s, You, or Your" - means the individual or legal entity registered and logged into the Services hereunder, together with its directors, officers, volunteers, affiliates, agents, and employees.

1.4 “Customer Data" - means any data list, or specific telephone numbers provided or submitted by Customer for the intent of specifying recipients of correspondences delivered via the Services

1.5 "Extended Data Solutions" - means Extended Data Solutions, Inc. an Illinois corporation, having its principal place of business at 500 N. Michigan Avenue, Suite 300, Chicago, Illinois 60611.

1.6 "THE CALLING CLOUD", "Service(s)", and “Calling Cloud Service(s)” - means the current, previous and future edition(s) of Extended Data Solutions' communication services operated, and maintained by Extended Data Solutions or ancillary services rendered to Customer by Extended Data Solutions, to which Customer is being granted access under these Terms of Services, and the Extended Data Solutions’ proprietary technology (including software, hardware, techniques, designs, products, processes, algorithms, user interfaces, know-how, and other tangible or intangible technical material or information) comprising these Services.

2. THE CALLING CLOUD SERVICES. Extended Data Solutions, Inc. provides The Calling Cloud Services (“Services”) for use by Exempt Organizations to create and deliver telephone communications. Telemarketers attempting to make sales calls are expressly prohibited from utilizing these Services. The Calling Cloud Services are used to create, record and deliver voice communications via telephone networks, internal computer networks, and the Internet. With the exception of standard audio editing to improve media quality, remove excessive noise or extraneous content from Customer recorded voice messages (“Customer Message Content”), Extended Data Solutions agrees not to edit or otherwise modify the content of any recorded message without the express consent of Customer. Customer is solely responsible for reviewing the list of telephone numbers to be called and the message content prior to delivery and agrees that message Content does not and will not infringe any copyright or right of privacy, violate any statutory or common law right; interfere with any intellectual property or other proprietary rights of any third party; or contain any matter that is libelous or otherwise in contravention of law. Customer agrees to provide valid Caller Identification information which will be transmitted during each telephone voice communication, clearly identifying Customer to each call recipient. Messages must clearly state the identity of the caller at the beginning of the message. Customer agrees that no calls will be placed to organizations providing emergency services, including but not limited to hospitals, nursing homes, fire departments, and law enforcement agencies. Customer acknowledges itself as an Exempt Organization (“EO”) in relation to the National Do Not Call and State Do Not Call Registries. Exempt Organizations include charities or certain non-profit organizations, organizations engaged in political solicitations or surveys, or Sellers or Telemarketers that call ONLY consumers with whom they have an Established Business Relationship (as defined by the Federal Trade Commission) or from whom they have obtained the express written agreement to call. Customer shall indemnify and hold Extended Data Solutions, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Services infringes the rights of, or has caused harm to, a third party; (ii) a claim alleging that the use of the Services violates any federal (FTC and FCC), state or local laws, statutes, regulations, or ordinances, including the restrictions of the National Do Not Call Registry, state Do Not Call Registries or those related to the use of “Automatic Dialing and Announcing Devices.”

3. CHARGES AND PAYMENT OF FEES. Extended Data Solutions charges and collects in advance for use of The Calling Cloud services. Payments may be made by Credit Card, Wire Transfer, ACH or PayPal. All amounts due, including sales and other taxes where applicable, will be charged to your indicated method of payment immediately upon your confirming the payment method and amount. Funds paid are added to your account balance immediately and made available for pre-paid calls, which shall have an expiration date 12 months after the most recent funding of your account. Do not fund your account in excess of the calls you need to make, as any overpayment is only available for future programs and otherwise non-refundable.

If Customer’s account is inadvertently undercharged, Extended Data Solutions shall be entitled to immediately collect all amounts due under Customer’s account and/or proceed with collection efforts. Customer agrees to be responsible for any collection costs reasonably incurred by Extended Data Solutions in the course of collecting all amounts due and payable under these Terms.

Extended Data Solutions' fees are exclusive of all taxes imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, excluding only United States (federal or state) taxes based solely on Extended Data Solutions' income.

Customer will not purposely route calls to high cost non-RBOC (Regional Bell Operating Company) areas for origination or termination of telecommunications traffic on The Calling Cloud system. Calls may be monitored and reported upon each billing cycle to ensure routing to high cost routes does not exceed 20% of all calls made for any call program, and fines may be assessed to recover excess costs associated with any such overages.

All prices, per-call-rates, and billing increments are subject to change at any time.

4. PRIVACY & SECURITY. Extended Data Solutions will not sell or rent Customer Data or Customer’s personally identifiable information to anyone. Extended Data Solutions may send information to third parties only when we respond to subpoenas, legal processes or court orders which require us to disclose any information about Customer to law enforcement or other government officials as Extended Data Solutions, in its sole discretion, believes necessary or appropriate. Customer agrees to immediately notify Extended Data Solutions of any unauthorized use of Customer’s account or any other breach of security known to Customer. The Calling Cloud Privacy Statement can be viewed online at: www.TheCallingCloud.com/privacy.html.

5. RESTRICTIONS AND RESPONSBILITIES. Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services; remove any proprietary notices or labels from the Services or any software, modify, translate, or create derivative works based on the Services or any software; copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any software; or cache, store or reuse any message content originally generated via the Services.

Customer acknowledges and agrees that the Services and the Calling Cloud and Extended Data Solution names and logos and all related product and service names, design marks and slogans, are the property of Extended Data Solution, Inc. or its affiliates or suppliers. Customer’s use of the Services confers no title or ownership in the Service, and is not a sale of any rights in the Service. All ownership rights remain in Extended Data Solutions, Inc. or its third party suppliers, as the case may be.

Extended Data Solutions has no liability to retain Customer Message Content or Customer Data and Customer acknowledges that any such data stored in The Calling Cloud system may be purged at any time.

6. CUSTOMER RESPONSIBILITIES. Customer is solely responsible for maintaining all recipient data lists (“Customer Data”) and removing all individual contacts who request to be removed and excluded from subsequent correspondences. Customer is responsible for all activities that occur under Customer's accounts and shall abide by all applicable laws, treaties and regulations in connection with Customer’s use of the Service. Customer shall: (i) notify Extended Data Solutions immediately of any unauthorized use of the Calling Cloud services or any other known or suspected breach of security; (ii) assure that use of the Service shall at all times comply with all applicable local, state, federal (including FTC and FCC), and international laws, and regulations, including without limitation those related to international communications, data privacy, Do Not Call regulations, regulations related to the use of “Automatic Dialing and Announcing Devices” and the exportation of technical or personal data.

7. DISCLAIMER OF WARRANTIES. CUSTOMER EXPRESSLY AGREES THAT USE OF THE CALLING CLOUD SERVICES IS AT CUSTOMER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. EXTENDED DATA SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXTENDED DATA SOLUTIONS MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES EXTENDED DATA SOLUTIONS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THAT DEFECTS IN THE SYSTEM WILL BE CORRECTED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM EXTENDED DATA SOLUTIONS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EXTENDED DATA SOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF EXTENDED DATA SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES TO BE HELD LIABLE FOR ANY AND ALL DAMAGES CAUSED TO EXTENDED DATA SOLUTIONS, ITS OFFICERS, EMPLOYEES OR AGENTS, AS A DIRECT RESULT OF A VIOLATION OF FEDERAL, STATE OR INTERNATIONAL REGULATIONS, THAT MAY ARISE FROM CUSTOMER’S FRAUDULENT, UNAUTHORIZED OR ILLEGAL USE OF THE SERVICES.

9. INTERNET AND THIRD PARTY DELAYS. EXTENDED DATA SOLUTIONS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS AND THIRD-PARTY PROVIDERS. EXTENDED DATA SOLUTIONS IS NOT RESPONSIBLE AND WILL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR OTHER CAUSES BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO ACTS OF GOD, FLOODS, FIRES OR OTHER CATASTROPHIES; STRIKES, LOCKOUTS, WORK STOPPAGES OR OTHER LABOR DIFFICULTIES; AND ANY LAW, ORDER, REGULATION OR OTHER ACTION OF ANY GOVERNING AUTHORITY OR AGENCY THEREOF.

10. INDEMNIFICATION. Customer shall indemnify and hold Extended Data Solutions, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Services infringes the rights of, or has caused harm to, a third party; (ii) a claim alleging that the use of the Services violates any federal (FTC and FCC), state or local laws, statutes, regulations, or ordinances, including the restrictions of the National Do Not Call Registry, state Do Not Call Registries or those related to the use of “Automatic Dialing and Announcing Devices.” or (iii) a claim arising from the breach by Customer of The Calling Cloud Terms of Services, provided in any such case that Extended Data Solutions (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Extended Data Solutions of all liability and such settlement does not affect Extended Data Solutions' business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim.

11. GENERAL TERMS. These Terms are governed in all respects by the laws of the State of Illinois as such laws are applied. Both parties submit to personal jurisdiction in Illinois and further agree that any cause of action relating to these Terms shall be brought in a court in Cook County, Illinois. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Extended Data Solutions' failure to act with respect to a breach by Customer does not waive Extended Data Solutions' right to act with respect to subsequent or similar breaches. Customer may not assign or transfer these Terms of Services or any rights hereunder, and any attempt to the contrary is void. These Terms shall inure to the benefit of and be binding upon each party's successors and assigns. Unless otherwise provided in these Terms, any notice required or permitted to be given shall be delivered (i) by hand; (ii) by registered or certified mail, postage prepaid and return receipt requested to the address provided by the other party, or to such other address as a party may designate by written notice in accordance with this Section 11; (iii) by overnight courier or (iv) by electronic mail with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. These Terms of Services sets forth the entire understanding and agreement of the parties with respect to the subject matter of such Agreement and supersedes all prior agreements, representations, warranties, understandings and commitments of the parties, whether oral or written, with respect thereto. Extended Data Solutions may modify or update these Terms at any time without prior notice, and Customer’s subsequent use of the services shall constitute consent to any such modification or update. All provisions above relating to payments, warranties, indemnification and ownership will survive any termination of these Terms. Notices to Extended Data Solutions in connection with the Terms must be provided in writing to:

Extended Data Solutions, Inc.
500 M. Michigan Avenue, Suite 300
Chicago, IL 60611-3775

 
     
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