End User License Agreement.
Please review the End User License Agreement and the Terms of Service ("Terms and Conditions") thoroughly before installing or utilizing any CONNECT3 software application or service. It is important to highlight several key points:
● These Terms and Conditions constitute an essential part of the agreement ("Agreement") between CONNECT3, Inc., a corporation formed under the laws of the State of Florida ("CONNECT3"), and the customer ("Customer" or "You") utilizing CONNECT3 services. All CONNECT3 services or products (collectively, "Services") provided to the Customer are subject to these terms and conditions. By ordering, purchasing, or using the Services, YOU CONSENT TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS THOROUGHLY. They delineate the legal obligations between the Customer and CONNECT3, including but not limited to (1) enforcing MANDATORY ARBITRATION OF DISPUTES; (2) imposing an EARLY TERMINATION FEE and a DISCONNECT FEE; and (3) restricting CONNECT3'S LIABILITY UNDER THE AGREEMENT.
● Software application products ("Applications") are not designed or suitable for accessing emergency services. There are significant differences between traditional telephone services and applications. It is your responsibility to secure, independently from the Applications, traditional wireless or landline telephone services that offer access to emergency services. Applications should not be used as a replacement for your primary telephone service.
If you do not accept the terms of this agreement, refrain from downloading, installing, or using any Connect3 software applications or services, including the Connect3 website.
By downloading, installing, or using any Connect3 software application or service, you agree to abide by this agreement. You affirm that you are of the age of majority in your jurisdiction of residence, an emancipated minor, or have legal parental or guardian consent, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, and warranties outlined in this agreement.
You acknowledge that 911 service is exclusively available through Connect3 IP desk phones and SIP trunking services. You also recognize that 911 service is not provided or accessible through other Connect3 software applications and services, including but not limited to certain softphones.
If you subscribe to any other CONNECT3 software applications or services, or if your phone does not provide E911, you must establish alternative arrangements for making 911 calls, such as using a traditional cell phone or landline, and ensure connectivity to call 911.
Please be aware that the Connect3 mobile app requires your device's dialer and cellular service to place 911 calls. If your device lacks cellular service, you will be unable to make 911 calls using the Connect3 mobile app.
Connect3 software applications and services are intended solely for general business purposes. They are not designed, produced, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental damage. Connect3 expressly disclaims any warranty for high-risk activities.
This Agreement regulates your use of the Services, which encompasses but is not limited to Cloud PBX, Cloud ACD, SIP TRUNKING, the CONNECT3 website, and CONNECT3 software applications ("Applications"). By signing the service agreement, subscribing via the CONNECT3 website, using the Service, or downloading, installing, or using any Application, you, or the legal entity you represent ("You"), are bound by this Agreement. If you are entering into this Agreement on behalf of a company, you affirm and warrant that you possess the authority and competence to do so.
1. Definitions:
a. "Account Information" refers to the information supplied by the Customer in the Service Order, the CPNI Authorization Form, the LNP Form, and any other forms that CONNECT3 may require from time to time. This includes, but is not limited to, telephone numbers, names, times, and other details.
b. "Affiliate" refers to an entity that currently or in the future, directly or indirectly, has control over, is controlled by, or is under common control with, a part of this Agreement.
c. "Notice of Termination" refers to a written notification from CONNECT3 confirming that the requested service has been installed in line with the Service Order and has undergone testing and is operating correctly.
d. CPNI Form: The CPNI form includes customer proprietary network information as outlined by the Federal Communications Commission under 47 U.S.C. § 222(h)(1).
e. "Customer Data" refers to any data, information, or materials of any kind that the Customer has supplied to CONNECT3 throughout the implementation or utilization of the Services.
f. "Documentation" refers to user manuals and other documentation related to the Services that CONNECT3 provides to customers. These materials are available in various formats, including documentation recorded on optical or magnetic media, accessible via the Internet, or in printed form.
g. The "Effective Date" shall be the date on which the Service Order is executed, the services are downloaded, or the Service Start Date, whichever is signed first.
h. "Justified Interruption" refers to any interruption, unavailability, delay, or other degradation of the Service that is related to, associated with, or caused by scheduled maintenance (as outlined in Section 17), actions or inactions of the Customer or its end users, the power supplied by the Customer or their equipment, or an event beyond CONNECT3's control, as defined in Section 25.
i. "Initial Payment" means the down payment outlined in the Service Order includes activation fees, fees for Implementation Services, Equipment, shipping charges (if applicable), Service Fees for the first month, and any other related taxes and fees.
j. LNP form. The LNP form includes the necessary information for transferring numbers between local operators. Local Number Portability is established under Section 251(b)(2) of the Communications Act of 1934, as amended.
k. "Out-of-Network" refers to the Service that begins or ends in any location outside the CONNECT3 network.
l. "On the network" refers to the Service that begins and ends at a location within the CONNECT3 network.
m. "Service" refers to any service outlined in a quote, proposal, or detailed on the CONNECT3 services website, and specified in an individual line item of a Service Order.
n. "Service Start Date" CONNECT3 will exert commercially reasonable efforts to finalize the installation and testing of the Product by the Service Start Date as outlined in the Service Programs. Upon successful completion of CONNECT3's tests, the Customer will be granted access to the Service. The Customer will then have a maximum of three (3) days to conduct any tests deemed reasonably necessary to confirm that the Service meets the material specifications detailed in the corresponding service orders. If the Customer fails to report any deficiencies within this timeframe, the Service will be considered accepted. The "Service Start Date," marking the commencement of the Term for any Service Order, will be the earlier of (i) the date when testing is complete and the Customer has accepted the Service, (ii) the date when, following the reporting of deficiencies by the Customer, the Product conforms to the material specifications, or (iii) the date when the Customer starts using the Service.
o. "Service Fee" or "Service Fees" refers to the monthly or annual fees outlined in the Service Order, which the Customer is obligated to pay CONNECT3 as compensation for the provision of Services to the Customer by CONNECT3.
p. "Service Levels" shall refer to the specific remedies that CONNECT3 offers regarding the installation and performance of the Service, as detailed in the Service Level Agreement attached hereto as Annex two.
q. "Service Order" refers to a service request submitted by the customer using the form specified by CONNECT3, which is processed in line with the information and instructions provided by the customer via telephone, fax, or electronic communication.
r. "Service Plan" refers to the monthly, annual, or extended subscription plan that a customer agrees to in the Service Order.
s. "Service Term" refers to the length of time, starting from the Service Start Date, for which the Service is requested, as detailed in the Service Order. The Initial Term of this Agreement commences on the Start Date and will remain valid throughout the agreed service period in the Service Order. Following the end of the Initial Service Period, the Service Period will automatically renew annually unless terminated by either party with thirty (30) days' written notice before the current Service Period's end.
t. "Software" "refers to any software (and related documentation) that is owned, licensed, or available for sublicense by CONNECT3 under this Agreement. This includes software provided to the Customer as part of this Agreement or utilized in delivering the Services.
u. "Customer Acceptance" refers to the acknowledgment that the products and services have been delivered as outlined in the Service Order, and signifies the Customer's agreement to the terms and conditions of both this Agreement and the Service Order. The activation or use of CONNECT3 services is an affirmation of acceptance of this Agreement's terms and conditions.
v. "Customer Locations" refers to the location(s) where the Customer is situated and to which the Service is provided.
w. "Users" refers to an employee or contractor of the customer authorized to use the Services, with the total number of Users representing the maximum number of personnel permitted to use the Services concurrently.
2. Proposal for products and services: A proposal or order form issued by any representative of the company will not be considered valid or binding upon CONNECT3 until it has been properly accepted and executed by an authorized official of CONNECT3.
3. Products and Services:
a. Upon accepting this Agreement, CONNECT3 will grant the Customer a personal, non-exclusive, non-sublicensable, non-assignable, non-resalable, non-transferable, revocable license to use the Services and Applications strictly in accordance with this Agreement, as specified in the Service Order chosen by the Customer. CONNECT3 will rely on the account information provided for use with the service. You affirm that the Account Information will be accurate and complete, and you commit to maintaining its accuracy and completeness. Should you submit any information, including Account Information, that is inaccurate, incomplete, false, or misleading, CONNECT3 reserves the right, at its sole discretion, to suspend or terminate the Customer's Account. The Customer is prohibited from distributing, copying, reproducing, translating, modifying, adapting, reverse engineering, decompiling, or disassembling any part of the Service or its associated software.
b. CONNECT3 reserves the right, at its sole discretion, to add, remove, or modify features or functions, and to provide fixes, updates, and enhancements to the Applications and Services. You acknowledge and agree that CONNECT3 has no obligation to provide any subsequent versions of the Applications or Services to the Customer without liability. You also agree that the Customer must accept a new version of this Agreement to download, install, or use a newer version of the Software. Furthermore, both Customer and CONNECT3 acknowledge that no third party is obligated to provide maintenance or support for the Applications or Services, and CONNECT3 is solely responsible for providing maintenance and support as stipulated in this Agreement, to the extent required by law. It is your responsibility to back up your data stored in the Services.
c. The customer acknowledges and agrees that CONNECT3's commitment to deliver the Services is contingent upon (i) the customer's payment of all Service Fees upon their due date, and (ii) the customer's compliance with the technical requirements for the Services as outlined in the Services Documentation provided by CONNECT3, which may be updated periodically.
4. Activación de cuenta:
a. The customer's account will be activated on the service commencement date. CONNECT3 reserves the right to withhold account activation pending the verification of Customer Account Information and a credit assessment.
b. The customer acknowledges and consents that (a) CONNECT3 may occasionally need to modify the number assigned to the customer (due to area code splits or any other reason outside of CONNECT3's control, such as a directive from an authoritative governmental entity), and (b) upon any termination of the customer's account for any reason, access to the number will be lost. Furthermore, the number may be reassigned to another customer immediately. YOU CONSENT THAT CONNECT3 WILL NOT BE RESPONSIBLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL OR SPECIAL DAMAGES) RESULTING FROM ANY NUMBER REALLOCATION, AND YOU WAIVE ANY CLAIMS AGAINST REALLOCATION, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EVEN IF CONNECT3 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. CONNECT3 will adhere to the telecommunications industry's general rules regarding the portability of toll-free numbers. This includes, but is not limited to, (i) the Federal Communications Commission's (FCC) policies and rules on toll-free number portability, and (ii) industry guidelines for the management of ATIS-sponsored toll-free numbers, subject to any amendments over time. CONNECT3 is also obligated to follow all relevant rules and guidelines concerning Local Number Portability ("LNP"). Should the Customer choose to switch to a different service provider for any reason, either during or following the termination of this Agreement, CONNECT3 will, within a commercially reasonable timeframe of the Customer's request, undertake all necessary actions. These actions will be in line with the terms concerning fees for local number transfers, as well as the rules, regulations, and service availability, to facilitate such a transfer to another service provider.
5. Credit and deposit approval. The customer must provide CONNECT3 with the required credit information, and service provision depends on credit approval. CONNECT3 may ask for a deposit or other security from the customer before (a) accepting any customer order, or (b) continuing service if (i) the customer does not timely pay any undisputed amount due, or (ii) there is a substantial negative change in the customer's financial status, as determined by CONNECT3 with reasonable discretion. The deposit, limited to an amount equal to two months' estimated service charges, must be paid upon CONNECT3's written request. CONNECT3 will retain the deposit as security for payment of charges. When the customer service ends, the deposit will be credited to the customer's account, and any excess will be refunded. CONNECT3 will handle any deposits made under this Section 5 according to applicable laws governing such deposits.
6. Term: This Agreement becomes effective on the Effective Date and will continue through the Initial Term and any subsequent renewals, unless terminated earlier as outlined herein. At the end of the Initial Term, the Agreement will automatically renew for an additional twelve months and will keep renewing at the end of each Renewal Period for another year, at the current rates, unless the Customer provides a thirty (30) day written notice to cancel the Service. Instead of renewing under Section 6 or cancelling, the Customer may choose to renew monthly at the list price offered by the Services after the Initial Term or any Renewal Term ends. The Customer will move to a month-to-month arrangement if they inform CONNECT3 of their wish to switch to monthly service at least thirty (30) days before the end of the Initial Term or the applicable Renewal Period. Unless otherwise stated, all charges for the Services are due until the Service Term concludes. If the Service Period for any Service extends past the Initial or Renewal Period, this Agreement will continue to apply to that Service until it expires or is terminated.
7. TERMINATION.
a. Monthly plan customers. Customers who opt for Month-to-Month Service Plans may terminate their use of the Services at any time, with or without cause, by notifying CONNECT3, in accordance with the restrictions and fees outlined in this Agreement and any other agreements related to the Services.
b. Annual Customer Plan. For annual plan customers, the service is purchased for the full period. Customers have ninety (90) days from the Effective Date to cancel the Initial Term without penalty for any reason by providing written notice to CONNECT3. If the Customer cancels within the initial 90-day period, they are only responsible for the proportional amount of Services and related costs incurred until the cancellation date. Either party may end the Agreement with thirty (30) days' written notice. However, if the Customer terminates under Section 7.b after the first 90 days or during any Renewal Period, or if CONNECT3 terminates for just cause before the Service Period ends, a termination fee for the remaining term and possible disconnection fees and other charges may apply. No charges for the remaining Service Term will apply if the Customer terminates due to unaccepted changes to the Service by CONNECT3. Fixed monthly rates are not prorated for unused service. Returned equipment due to cancellation or termination may incur a replacement fee. If the Customer moves a Ported Number to another provider, they must inform CONNECT3 to avoid ongoing charges. No refunds are given for unused portions. The parties agree that the cancellation or termination fees in Section 7.b are an accurate estimate of CONNECT3's losses and are not a penalty.
c. Upon the termination or suspension of the Services, CONNECT3 may immediately deactivate or delete the Customer's account, along with all related information and files in the account, and/or bar further access to such files, information, or applications or services. CONNECT3 will not be liable to the Customer or any third party for any termination or suspension of the Customer's use or access to the Applications or Services. If the Customer or CONNECT3 terminates or suspends the Customer's rights to use the Services, the Customer will not be entitled to any refund or prorated return of prepaid amounts, plan credits, or other payments made to CONNECT3 before the termination or suspension date.
d. A customer is not permitted to decrease the number of licenses, lines, seats, or services provided under a Service Plan during the Initial Period or any Renewal Term without the consent of CONNECT3, unless the Agreement specifies otherwise. Any decrease in licenses, lines, or seats under a Service Plan will be considered as a termination of the Service for those specific licenses, lines, or seats under Section 7. Similarly, any reduction or degradation of the Services will be regarded as a termination of the Service for the affected Services under Section 7. Should CONNECT3 accept any proposed reductions in licenses, lines, seats, or Services, this does not exempt you from the obligation to pay the relevant fees and charges under Section 7, unless CONNECT3 explicitly agrees in writing to forgo such fees and charges.
8. Use of services:
a. By using the Service, you acknowledge and agree to be financially accountable for all fees and charges incurred, authorized or not. Furthermore, you understand that anyone with access to your username and/or password may utilize your Account, Web Portal, voicemail, or other Service features, and you accept full responsibility for all charges incurred by such use with CONNECT3.
b. Except as specifically stated otherwise, the Customer is responsible for all costs, expenses, claims, or actions related to calls made to the Customer's Account. This includes (i) calls aimed at the theft or unauthorized use of communication services, or any misleading or fraudulent communications (including, but not limited to, calls involving unauthorized access to the Customer's telecommunications equipment or the unauthorized use of calling cards), and (ii) all unauthorized or fraudulent communications involving pay-per-call numbers, information service calls, directory assistance, or similar services, which are billed to CONNECT3 but are to be transferred to the Customer (collectively referred to as "fraudulent calls"). The Customer will not be exempt from paying CONNECT3 for services provided, even if fraudulent calls are part of those services. If CONNECT3 identifies or suspects fraudulent calls, it will immediately notify the Customer. However, this does not prevent CONNECT3 from taking necessary immediate action (within one hour of attempting to notify the Customer) to prevent fraudulent calls, including denying specific ANI Services or terminating services to affected locations. THE CUSTOMER IS FULLY RESPONSIBLE FOR ALL FRAUDULENT CALLS, WHETHER OR NOT THEY ARE CONNECTED TO THE 3-BLOCK SERVICE. If fraudulent calls are determined to have originated from the CONNECT3 network and the Customer, its employees, or agents were not involved, the Customer will not be held liable for those calls, provided CONNECT3 reasonably determines they were indeed fraudulent.
9. Accommodation services. Customers may also purchase CONNECT3's accommodation services ("Accommodation Services"), available separately. By entering this Agreement, you grant CONNECT3 and its suppliers a non-exclusive, worldwide, royalty-free license to edit, modify, adapt, translate, display, publish, transmit, reproduce, create derivative works from, distribute, perform, and use the Customer's content as necessary to provide and operate the Hosting Services. If you supply CONNECT3 with materials for hosting (e.g., custom music for Customer's hold music) ("Custom Materials"), you represent and warrant that you have secured and will maintain all necessary rights, consents, and licenses for their use. You agree to indemnify and hold harmless CONNECT3, its officers, directors, employees, affiliates, suppliers, and shareholders from any third-party claims related to the use of Custom Materials. You specifically grant CONNECT3 and its suppliers a license to cache materials made available through the Hosting Services, including third-party content, and agree that this caching is not an infringement of any intellectual property rights. You will indemnify and hold CONNECT3 harmless, including legal fees and expenses, against any claim or infringement of intellectual property rights related to materials made available through the Hosting Services.
10. Equipment: Alongside the services requested, CONNECT3 may supply the Customer with Customer Facilities Equipment (CPE). If the Customer receives equipment from CONNECT3, they must install it following CONNECT3's (or its third-party provider's) instructions, or CONNECT3 will perform the installation as outlined in the Service Proposal or description. Furthermore, CONNECT3 Equipment should be utilized solely for accessing the Service. Should the Customer opt to use their own equipment for the service, where allowed, they bear full responsibility for procuring, utilizing, and managing any non-CONNECT3 provided equipment used in conjunction with the Service, acknowledging that CONNECT3 is not liable to offer information, service, or support for such equipment. The Customer must grant CONNECT3 reasonable access to the Equipment when necessary to deliver the Service. Any Equipment bought from CONNECT3 falls under the Manufacturer's or Publisher's warranty terms and conditions, end-user license, or agreement, with no warranty from CONNECT3. The Customer is obligated to compensate CONNECT3 for repairing or replacing any Equipment, based on time and materials billed, if replacement is needed due to misuse, inadequate care, alteration of CONNECT3's original configuration, damage, theft, or disaster. No compensation is provided for downtime caused by equipment failure, replacement, or repair. CONNECT3's liability is strictly confined to a proportional reduction in charges. Upon service termination, the Customer must return all CONNECT3-provided equipment within 30 days or opt to purchase it directly. Should the Customer wish to purchase the equipment or fail to return it within 30 days after the service has ended, CONNECT3 will charge the Customer for the equipment's current value, determined at CONNECT3's sole discretion. It is understood that any VoIP equipment provided with your Cloud PBX, Cloud ACD, or other VoIP services purchased through CONNECT3, a reseller, or a compliance partner, is intended exclusively for use with CONNECT3 cloud services. In the event that either the Customer or CONNECT3 terminates the VoIP Services for any reason, the Customer shall not be entitled to a refund, either in full or in part, for any fees paid for the VoIP Equipment.
11. Account Charges: Customers will incur an initial one-time "Non-Recurring Charge" and a monthly bill for the services provided each calendar month, which will include all charges to the customer's account for the services. Additionally, customers may incur non-recurring charges for other requested services as part of the overall Services. These charges may comprise activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes, and any other relevant charges. The service fee for the first month will be prorated to reflect any partial calendar months that may occur when the monthly service fees begin.
12. Product Marketing: In its advertising, offerings, or sales of applications, services, or any other products, CONNECT3 strives to provide accurate product descriptions. However, CONNECT3 does not guarantee that the descriptions, pricing, availability, or any other product information (collectively, "Product Information") on its website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, "Product Materials") are accurate, complete, reliable, current, or without errors. Despite our efforts, there may be instances where product information is incorrectly priced, described, or unavailable. Should CONNECT3 find that a product is mispriced, misdescribed, or unavailable, it reserves the right to take any reasonable and necessary action to correct the error, which does not include cancelling a customer's account or subscription to the services. You agree to promptly notify CONNECT3 of any pricing or descriptive errors or inconsistencies with the products you request through the Product Materials and to adhere to any corrective measures implemented by CONNECT3.
13. Terms of payment:
a. Monthly invoices will be sent to the Customer electronically via the Internet. Service fees for each month are prepaid, while toll and other relevant charges are billed post-service each month. The Customer is obligated to pay all monthly service charges determined by CONNECT3, which include taxes, surcharges, assessments, government fees, and charges for any special or enhanced services utilized. If the Customer disputes any invoice part, they must formally notify CONNECT3 within 10 days of the invoice date. Failure to send a written dispute within this timeframe will constitute a waiver of the Customer's right to contest any part of the invoice. For disputed invoice portions, the Customer is required to pay the undisputed amount within the specified period. All billing disputes should be directed to billing@myconnect3.net. If the Customer fails to pay the invoice within the set timeframe, CONNECT3 reserves the right to suspend or terminate the Service after giving twenty-four (24) hours' notice. The Customer is liable for all outstanding balances related to the Service up to the suspension or termination point and must settle these before service reactivation. Additionally, a fee will be charged to reactivate a suspended account. Neither suspension nor termination of the Services or this Agreement relieves the Customer of the obligation to pay all due amounts. Overdue payments will incur interest at 1.5% per month (or the maximum legal rate, if lower) from the due date until paid in full.
14. PROHIBITED USES:
a. GENERAL. Any use of the Services, or any other action that interrupts network integrity or compromises the security of CONNECT3, its suppliers, or the Services, either directly or indirectly, is strictly prohibited and may result in CONNECT3 terminating the Services and Agreement without notice at its sole discretion. You agree not to use the Services in a way that breaches any applicable agreements (including privacy and security requirements set by Customer's financial institutions, like the Payment Card Industry Data Security Standard), violates any laws (including those prohibiting unsolicited fax advertisements or requiring third-party consent for call recording), infringes on the rights of others, or disrupts other users, agents, services, or equipment on the network. The Customer must not use the Services to send unsolicited commercial emails ("UCE") to anyone (UCE includes emails sent without a prior business relationship or consent, and any email that contravenes laws against spam). CONNECT3 reserves the right, at its reasonable discretion, to refuse to send or deliver any messages or content it believes might contain inappropriate material or become subject to legal action or government proceedings, including law enforcement inquiries or investigations. You acknowledge that CONNECT3 and its suppliers are not liable for the content of transmissions over the Internet or the Services. Any use that violates the restrictions of this Section 14 will lead to termination of the Services, without affecting any other rights CONNECT3 may have. In the case of reasonable suspicion of misconduct, CONNECT3 may ask the Customer to provide a valid commercial license. If the Customer fails to present this license, it may lead to the termination of the Service.
b. REASONABLE COMMERCIAL USE. You affirm that you are purchasing the Services and Equipment solely for your own internal use and will not resell, transfer, or charge for the Services or Equipment without CONNECT3's express written consent. CONNECT3's service plans offering unlimited PSTN calls, faxes, or text messages are intended only for reasonable business use. Prohibited uses include, but are not limited to, automatic dialing, persistent call forwarding, excessive chatting, constant connectivity, and the transmission of text or fax messages, as well as telemarketing (including charitable or political solicitation), call center operations (unless using VCC Services), sending unwanted faxes or texts, spam faxing, and contacting individuals who have not consented to be part of such communications. Customers are also prohibited from using the Services to send unsolicited commercial emails or texts to individuals outside their organization, or to transmit any illegal, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable material. Additionally, customers must not transmit any content that could lead to criminal charges, infringe on the intellectual property rights of others, result in civil liability, or breach any local, state, national, or international laws or regulations. CONNECT3 reserves the right to terminate or modify the Services of any customer abusing the Unlimited PSTN Plan, fax, or text messaging services, at its sole discretion.
c. Subscribers to Unlimited Plans must not use the Services to trunk or forward calls to phone numbers capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or key system. Additionally, subscribers are prohibited from sending spam or blasts, such as sending one hundred (100) or more mass voicemails or faxes simultaneously, operating massive call lines (e.g., customer service or sales call centers, "hotlines", 900 numbers, sports line numbers, etc.), or engaging in automatic or "predictive" dialing, which involves non-manual dialing or the use of software programs or other methods to continuously make outgoing calls.
d. TEXT MESSAGES. Regarding text messages and other Mobile Messaging Services, customers must not use the Services in a manner that violates the Mobile Marketing Association Guidelines, or the requirements, conditions, or codes of practice of their network/wireless service provider. All text messages are subject to CONNECT3's policies and conditions, which include, but are not limited to, the provisions of Section 14 (Prohibited Uses) and the maximum permitted length of text messages. CONNECT3 reserves the right to segment, truncate, or shorten the duration of any text message, or to refuse to transmit and/or deliver any text message that fails to comply with CONNECT3's policies or the conditions of a third-party network operator.
15. Confidentiality:
a. CONNECT3 will treat all messages and customer account information as confidential. CONNECT3 will not intentionally disclose any messages to unauthorized persons or organizations; however, CONNECT3 is not liable for any inadvertent disclosures. CONNECT3 reserves the right to cooperate with law enforcement agencies or organizations and may disclose any requested information in the performance of their official duties (which CONNECT3 may assume without independent verification), without prior notice to the customer.
b. The customer grants CONNECT3 permission to monitor and record the customer's calls to CONNECT3 related to the Account or Service for quality assurance. The customer explicitly consents to and agrees that CONNECT3 may reach out to the customer occasionally via (a) automated dialing systems, (b) wireless email or text messaging, or (c) CONNECT3's voicemail service.
16. Service level credits. Should CONNECT3 fail to meet a specified service level in any given month, they will issue a credit to the Customer as outlined in the S/D Agreement relevant to the Customer's claim. The CONNECT3 maintenance log and problem ticket systems will determine any service level incidents. Customers seeking a credit must contact CONNECT3 Customer Service or submit a detailed written request (clearly identifying the impacted Service) within thirty (30) days following the month for which a credit is sought. CONNECT3 Customer Service is reachable via email to the director of Customer Service at CONNECT3, LLC, PO BOX 884, SABANA SECA PR 00952, or by phone using the numbers listed on www.myconnect3.net. The total credits issued to the Customer in any month shall not surpass 50% of the total charged to the Customer for the Affected Service during that month.
17. Scheduled Maintenance. Scheduled maintenance of the CONNECT3 network is generally not expected to cause service interruptions. However, should such maintenance necessitate a temporary disruption, CONNECT3 will endeavor to: (i) give Customers a written notice at least forty-eight (48) hours prior, (ii) collaborate with Customers to reduce any impact on their services, and (iii) schedule the maintenance during off-peak hours, specifically from 12:00 a.m. to 6:00 a.m. local time.
18. EMERGENCY SERVICES - MARKED TO 911. CONNECT3 complies with FCC regulations to offer 911 services and maintains direct connections with the local public safety answering point (PSAP) to ensure calls are routed to 911. Nevertheless, we advise that in certain situations, dialing 911 may result in the unavailability or limitation of E911 services. Such situations include: (a) Occasionally, when 911 is dialed from a phone using an Internet telephone service, E911 services may not be accessible.
a. When the location of your IP phone device differs from the physical address provided at the time of account activation.
b. Using a non-native phone number on an IP phone at its original physical location.
c. When your broadband phone device malfunctions or is improperly configured.
d. Electric power outages, or the suspension and disconnection of CONNECT3 service, can occur due to billing issues or other problems.
e. A delay in the provision of the CONNECT3 service, specifically the "dial tone," may occur at the physical address specified during account activation.
f. When an address change is reported but the CONNECT3 account has not yet reflected the update.
g. When the local Public Safety Answering Point (PSAP) receiving CONNECT3 E911 emergency service calls lack a system configured for E911 services, it prevents the operator from capturing and/or retaining location or automatic number identification information.
h. In the event of a Service interruption for any reason, such an interruption will halt the operation of the entire Service, including 911 Dialing. Interruptions can occur for various reasons, including but not limited to those described elsewhere in this document. We do not control whether local emergency response centers or the national emergency call center answer calls made through our 911 dialing service. We disclaim all responsibility for the actions of local emergency response centers and the national emergency call center. We depend on third parties to assist in routing 911 calls to local emergency response centers and to a national emergency call center. We deny all liability if third-party data used to route calls is incorrect or yields an erroneous outcome. Neither CONNECT3 nor its officers or employees shall be held accountable for any claim, damage, or loss, and you hereby relinquish any such claims or causes of action arising from or related to our 911 dialing service, unless they stem from our gross negligence, recklessness, or willful misconduct. You are obligated to defend, indemnify, and hold harmless CONNECT3, its officers, directors, employees, affiliates, agents, and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, but not limited to, reasonable attorney's fees) by you or a third party relating to the absence, failure, or interruption of the Service, including 911 Dialing, misrouted 911 dial calls, and/or the inability of any Service user to use 911 Dialing or to access emergency service personnel.
i. Since the customer's address may not match their telephone number, it is required that the customer provides CONNECT3 with the address(es) where they will utilize the CONNECT3 VoIP Service (referred to as "Registered Location(s)") upon registering for the service.
j. If a customer relocates any equipment (such as a PC with softphone, IP phone, or ATA with a traditional phone) used to access the VoIP Service, it is imperative to update the registered location. Failure to update the registered location(s) means that any 911 calls made using the VoIP Service will be routed based on the previously provided location, which may not correspond to the customer's new location and could result in emergency services being dispatched to the wrong address.
k. Furthermore, since the VoIP Service can automatically send the Customer's Registered Location to the PSAP where feasible, it is imperative that the Customer updates their Registered Location to guarantee the transmission of precise location details to the PSAP.
l. Once the Customer informs us of a change in their Registered Location, there may be a delay before the new Registered Location is available to accurately route 911 calls and inform PSAPs of the Customer's updated Registered Location.
m. In regions where direct routing to a Public Safety Answering Point (PSAP) is unavailable for VoIP 911 Service, calls are directed to the National Emergency Call Center. Here, trained agents will request the caller's name, location, and phone number to relay to 911 and contact the appropriate PSAP for assistance. The call center does not automatically receive the caller's address and phone number, which may result in delayed public safety response times and an additional wait for emergency services. In the event of a power loss, the Customer will lose telephone and 911 services unless they have a backup system for their wired broadband Internet connection and any associated equipment (such as a PC with softphone, IP phone, or traditional telephone ATA). Registration of the physical location is mandatory. Customers must register the location where the VoIP service will be used for each telephone line obtained from CONNECT3 (e.g., if a customer acquires three VoIP lines with CONNECT3 Cloud PBX or Cloud ACD, they must provide a registered location for each line). CONNECT3 collects the registered location during the service initiation process and will not activate the VoIP service until the initial registered location is provided by the client. However, customers are required to update their registered location whenever they use the VoIP Service from a new location. In certain situations, such as the absence of direct routing to PSAP or when using portable devices for VoIP Service, emergency calls may still be routed to the National Emergency Call Center. The customer is required to provide true, accurate, current, and complete Registered Location information to CONNECT3 during the service initiation and to promptly update this information whenever the VoIP Service is used from a new location. If the customer provides, or CONNECT3 suspects that the customer has provided, false, inaccurate, outdated, or incomplete Registered Location information, CONNECT3 reserves the right to suspend or terminate the Services and refuse any current or future use of all Services, or any portion thereof. However, CONNECT3 will not restrict the customer's ability to make a 911 call during any service suspension. The customer can update their Registered Location through the Customer Account settings page or by contacting CONNECT3 Customer Service. For 911 dialing, only one registered location can be associated with each VoIP line. The customer is responsible for informing all individuals at the physical location where the VoIP Service is used about the potential limitations of 911 service, which may not be available or may be limited compared to traditional 911 service. CONNECT3 will supply customers with decals indicating that "E911 Service may or may not be available" for use with VoIP equipment, which will be mailed to customers at the commencement of the Service. Customers are responsible for affixing the provided stickers to the equipment used to access the VoIP Service. If a decal has not been received, or additional 911 decals are needed, please reach out to customer support at 888-898-4591. (b) Software-based phone ("Soft Phone") - e911 calls are unavailable. CONNECT3 may provide a Soft Phone that enables receiving calls via a software program on the customer's personal computer ("PC"). However, customers will NOT be able to place outgoing calls with the Soft Phone, including emergency service calls to 911, e911, or other emergency numbers. Furthermore, purchasing CONNECT3's separate outbound Soft Phone service does not permit emergency service calls via e911. CONNECT3 strongly advises customers to maintain access to a standard or cellular phone to make emergency calls when using the outgoing CONNECT3 Soft Phone service.
19. Acceptable Use Policy; Content:
a. You are solely responsible for the content of your account and all subsequent communications.
b. You acknowledge that content on the Internet or available through the Services may be offensive and may not comply with local laws, regulations, and rules. For instance, using the Services might allow access to pornographic, obscene, or otherwise inappropriate or offensive content, especially for children. CONNECT3 assumes no responsibility and does not control any content it did not create, including content on the Internet or available through the Services. Specifically, without limiting the foregoing, CONNECT3 does not censor or determine the legality of such content. All content accessed or received by the Customer through the Services is at the Customer's own risk, and CONNECT3, along with its employees, agents, contractors, and representatives, will not be liable for any claims, losses, actions, damages, suits, or proceedings related to such access or receipt of content by the Customer.
c. CONNECT3 is not required to oversee the content of the Services. Nonetheless, the Customer recognizes and consents that CONNECT3 is entitled to periodically monitor content electronically and to reveal any information as needed to satisfy any legal, regulatory, or governmental demand, to ensure the proper operation of the Services, or to safeguard itself or its Customers. CONNECT3 retains the authority to reject or remove any content or materials, wholly or partially, that it deems, in its exclusive judgment, to be objectionable, inappropriate, or in breach of this Agreement.
d. The customer acknowledges and agrees that CONNECT3 does not control the content of messages sent or received by the customer. CONNECT3's only obligation is to transmit these messages to the designated recipient or, if necessary, to another carrier's network. CONNECT3 is not and will not be liable for the content of any messages sent or received by the customer. The customer will indemnify and hold CONNECT3 harmless from any liability, loss, damage, injury, claim, lawsuit, settlement, award, cost, charge, or expense, including but not limited to legal fees and expenses, resulting from the content of such messages, including but not limited to claims of defamation, harassment, or violation of privacy rights.
20. Storage space limitations: Each Customer's email, fax, and voicemail storage capacity is limited. Due to these limitations, some messages may not be processed. However, CONNECT3 will endeavor to allocate extra unassigned storage space to the Customer's Account temporarily if it is available, to satisfy immediate storage needs. Customers will incur charges for any additional storage space allocated to their Account at the prevailing rates. By using the service, you acknowledge that CONNECT3 is not liable for the deletion or failure to store any messages or information.
21. Copyright and Trademark Notice: The trademarks, service marks, and logos used and displayed on the CONNECT3 website or in its documentation are registered and unregistered trademarks of CONNECT3 and others. The content on the website does not grant customers any license or right to use any trademark without the express written permission of CONNECT3 or the third-party trademark owner. Unauthorized use of trademarks or any site content is strictly forbidden. CONNECT3 is not responsible for materials provided by third parties through the service. CONNECT3 does not review content for copyright infringement but reserves the right to terminate access to its applications or services for copyright violations. In cases of repeated infringement, CONNECT3 may permanently revoke access. All claims of copyright infringement involving material believed to be on CONNECT3's applications or services should be formally submitted to the CONNECT3 Legal Department at the address listed on the CONNECT3 website, as per Title 17, Section 512 of the U.S. Code.
22. No contempt: The customer agrees not to engage, either directly or indirectly through a third party, in any behavior or to make any communication, whether public or private, that could undermine CONNECT3, its applications, or services. This includes, but is not limited to, posting, publishing, printing, spreading, or making derogatory statements on the internet, blogs, or any social media platform. Moreover, the customer agrees not to solicit or encourage such statements, comments, or communications from third parties. As stated in the termination provisions below, CONNECT3 reserves the right to terminate the customer's access to the applications or services if the customer does not adhere to the stipulations of this section.
23. DISCLAIMER, LIMITATION OF LIABILITY: The service is provided "as is," and Connect3 makes no express or implied representations to the customer regarding the service, its use, condition, or operation. Connect3 does not warrant that access to or use of the service will be uninterrupted or error-free, nor that the service will meet any specific performance or quality standards. Connect3 expressly disclaims all implied warranties, including, but not limited to, implied warranties of merchantability, title, and fitness for a particular purpose. Connect3 shall not be liable for any act, error, or omission of itself or its employees or agents, except for conduct that constitutes gross negligence. In any event, Connect3's sole liability to the customer for any damages will not exceed the fees and costs paid by the customer to Connect3 for the payment period during which the incident occurred. Neither Connect3 nor its suppliers shall be liable for unauthorized access to Connect3's transmission facilities or customer's premises equipment, nor for unauthorized access to, alteration, theft, or destruction of customer's data files, programs, procedures, or other materials through any means, regardless of whether such damage occurs as a result of the negligence of Connect3 or its suppliers. Neither Connect3 nor its suppliers shall be liable for malfunction or failure resulting from misuse, abuse, neglect, alteration, modification, incorrect installation, or repairs by anyone other than Connect3. CONNECT3 and its suppliers are not liable for any delays or interruptions in accessing or using services due to customer equipment, internet use, or telecommunications systems outside of CONNECT3's control, and CONNECT3 is not responsible for any such delays. Despite the above, CONNECT3, its employees, or agents will not be liable to the customer for any indirect damages, including but not limited to data loss, lost winnings, or income loss, whether directly or indirectly from performing or failing to perform any service, including the inability to dial 911 or reach emergency service personnel through the service; nor for any punitive or exemplary damages; nor for any damages arising from causes beyond CONNECT3's control, such as natural disasters, weather conditions, civil disturbances, electrical currents, electronic or mechanical failures, or telephone service disruptions.
24. The customer's sole and exclusive remedy for any failure of services or equipment, which Connect3 reserves the right to select, shall be repair, replacement, credit, or refund. Connect3 may opt to issue a refund rather than provide credit, replacement, or repair.
25. Compensation: The customer agrees to defend, indemnify, and hold CONNECT3, its affiliates, employees, agents, and other customers harmless against any liabilities, losses, damages, injuries, claims, actions, settlements, indemnities, costs, fees, and expenses, including but not limited to those incurred by CONNECT3 for the investigation, defense, and settlement of claims arising from the performance or non-performance of any services in accordance with this Agreement.
26. Excusable Service Interruption: Notwithstanding anything to the contrary contained in this Agreement, CONNECT3 shall not be liable for any loss or damage, nor be deemed to have violated this Agreement, due to any failure or delay in CONNECT3's compliance, in whole or in part, with this Agreement if such failure or delay is caused by circumstances beyond CONNECT3's reasonable control ("Excusable Service Interruption"). Any delay caused by an Excusable Service Interruption will either extend the time for performance accordingly or excuse the performance, in whole or in part, as may be reasonable. "Excusable Service Interruption" includes any failure or disruption that affects the CONNECT3 Service, such as: acts of God (Force Majeure); scheduled and emergency maintenance and updates; DNS issues not under the direct control of CONNECT3; inaccurately reported SLA breaches due to interruptions or errors in any CONNECT3 measurement system; acts or omissions of the Customer (or those involved or authorized by the Customer), including but not limited to negligence, willful misconduct, or use of the CONNECT3 Services or facilities in a manner contrary to CONNECT3's Terms and Conditions of Service or Acceptable Use Policy; or the unavailability of the Customer's required staff, including the Customer's failure to provide CONNECT3 with accurate and current contact information. "Force Majeure" refers to the disruption of services provided by CONNECT3 due to extraordinary and unforeseeable circumstances beyond CONNECT3's reasonable control. This includes, but is not limited to, natural disasters like fires, floods, explosions, and storms; adverse weather conditions such as rain fade; or other catastrophic events; labor strikes or stoppages; lockouts; transportation interruptions or delays; unavailability or interruption of telecommunications or third-party services; third-party software failures; or inability to procure materials, supplies, or energy needed for the equipment essential for service provision. CONNECT3 facility access circuit failures are also included, except when caused solely by CONNECT3; actions of any governmental or civil or military authority, including regulatory orders; national emergencies; cable outages; acts of sabotage; insurrections; riots; terrorist acts; vandalism; wars; and unforeseeable acts of third parties that cannot be prevented despite due care. Delays caused by a Force Majeure Event may reasonably extend or excuse performance, in part or in full.
27. Ownership and Ownership Rights: All technologies, software, hardware, operational applications, procedures, scripts, telephone numbers, or other materials of any nature prepared, provided, or utilized by CONNECT3, except for items supplied by the Customer, are considered the exclusive property of CONNECT3 and will remain with CONNECT3 after this Agreement ends. Should any CONNECT3-owned items be in the Customer's possession, they must be returned to CONNECT3 immediately upon termination of this Agreement or upon CONNECT3's request. The Customer recognizes that all patents, copyrights, trademarks, service marks, trade secrets, and any other intellectual property rights in the Applications and Services are, and shall remain, the exclusive property of CONNECT3 and its licensors. This Agreement does not intend to grant, transfer, or confer any intellectual property rights to the Customer. The Customer is granted only a limited use of the rights explicitly given in this Agreement. The Customer agrees to refrain from any actions that would compromise, limit, or interfere with these intellectual property rights and recognizes that any unauthorized use of intellectual property rights is a violation of this Agreement and relevant intellectual property laws. You acknowledge that all titles and rights in any third-party content accessible through the Applications or Services belong to the respective content owners and are protected by copyright and other intellectual property laws and treaties. The Customer agrees not to engage in, cause, allow, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or pirating of the Applications or Services, or any part thereof. The Customer also agrees not to intercept, capture, emulate, decrypt, or redirect the communications protocols used by CONNECT3 for any purpose, including but not limited to, connecting the Applications to any computer server or other device not authorized by CONNECT3 or in a manner not authorized by CONNECT3.
28. Use and other information: Upon subscribing to the Service and when requested by CONNECT3, the Customer consents to supply CONNECT3 with their true, accurate, current, and complete personal and/or business name, administrator's name, billing and shipping addresses, the addresses where the Services will primarily be used, the registered 911 address for each device, email address, contact phone number, credit card details, and other data necessary for managing the Customer's CONNECT3 account ("Account"), collectively known as "Registration Data." The Customer affirms that the information provided is accurate, current, and complete, and agrees to promptly update any information in case of changes. If the Customer submits Registration Data that is or is suspected by CONNECT3 to be false, inaccurate, outdated, incomplete, fraudulent, or unlawful, CONNECT3 reserves the right to suspend or terminate the Service at its sole discretion and refuse any current or future use of all Services by the Customer, their business, affiliates, and all users of the Customer's Account. The Customer is obligated to maintain and promptly update the Registration Data at all times. By providing all Registration Data and accepting this Agreement, CONNECT3 will issue the Customer, as applicable, password(s), user ID(s), PIN(s), telephone number(s), and other account details. The Customer will utilize the control panel to make all necessary modifications to itineraries, greetings, and instructions for CONNECT3 representatives to follow. This control panel is accessible over the Internet, at the Customer's own expense.
29. Technical Support: CONNECT3 offers technical support to customers via online chat, email, and phone for certain service plans. The support encompasses the services and equipment listed below. CONNECT3 does not provide or imply support for other applications or uses, and, except as specified in this section, is not obligated to offer additional technical support.
30. Assignment: This Agreement is binding upon the parties and their respective heirs, successors, and assigns. You may not assign your rights, duties, or obligations under this Agreement without the written consent of CONNECT3. CONNECT3 may assign any of its rights or privileges, or delegate any of its obligations under this Agreement without requiring any additional consent from the Customer.
31. Notices: CONNECT3 primarily uses email to communicate with customers. Notifications will be sent to the email address provided by the customer when requesting the Services or as later updated by the customer ("Email Address"). It is the customer's responsibility to supply CONNECT3 with a valid email address and to inform CONNECT3 of any updates to that address. Sending a message to the Email Address is the agreed method of providing notice, unless otherwise specified in this Agreement. Email is utilized to convey critical information regarding the Services, billing, changes to the Services, and other pertinent details. This information is of a time-sensitive nature. The customer must read emails sent to the Email Address promptly to prevent any disruption to the Services outlined below. Notices and communications to CONNECT3, as required or allowed under this Agreement, must be in writing and directed to the following email or postal address: Director of Customer Service, CONNECT3, LLC, PO BOX 884, SABANA SECA PR 00952, or info@myconnect3.net. Notifications sent electronically are considered effective on the first calendar day after the date of electronic transmission.
32. Divisibility: No term or provision of this Agreement found to be invalid or unenforceable by a court of competent jurisdiction will impact the validity or enforceability of the remaining terms and provisions. Any term considered invalid or unenforceable will be treated as separable from the rest of the Agreement.
33. Third party beneficiaries. This Agreement shall be binding and is intended exclusively for the benefit of the parties hereto, their respective successors, and assigns. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon either party any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
34. Independent Contractor: This Agreement shall not be interpreted by the parties involved, or by any third party, as establishing any relationship between CONNECT3 and the Customer, such as a principal-agent relationship, partnership, joint venture, or any form other than that of independent contractors contracting for the provision and acceptance of Services. Furthermore, without limiting the scope of the above, each party is responsible for the hiring, supervision, compensation of its own employees, and for providing benefits and withholding taxes for them.
35. Mandatory Arbitration:
a. Arbitration Procedures. Please read this provision carefully. Except as provided below, the customer and Connect3 will arbitrate any dispute or claim related to or arising from the agreement, any breach of the agreement, or the provision of services or products to the customer, including any billing disputes ("Claims"). Claims will be submitted to final and binding arbitration administered by the American Arbitration Association ("AAA"). The decision made by the arbitrator(s) can be filed in any court with jurisdiction over the matter. This arbitration agreement also obligates the customer to arbitrate claims against other parties related to the services or products provided or billed to the customer if such claims are filed against Connect3 in the same proceeding. Arbitration will be conducted in accordance with the Commercial Arbitration Rules published by the AAA. The client and Connect3 agree to bear their own fees, costs, and expenses, including those for lawyers, experts, and witnesses. The arbitration will take place in San Juan, Puerto Rico, USA, and will be conducted in Spanish.
b. PRIOR NOTICE OF CLAIM. Before initiating arbitration, you must give Connect3 the chance to resolve the claim by sending a written description of your claim to Connect3 at the email address or physical address below. If Connect3 is unable to resolve the claim within 30 days after receiving the notice, then either the customer or Connect3 may start arbitration as outlined in Section 33. All notices of claims should be sent to: PO BOX 884, Sabana Seca PR 00952 or admin@myconnect3.net. You cannot demand arbitration unless you have followed the procedures in this section. Section 33.b may be used as a complete bar and defense and as a basis for an injunction against any arbitration, action, suit, or other legal proceedings that violate this section.
c. TIME LIMITATION. You acknowledge that, notwithstanding any differing statutes or laws, any claim or arbitration related to your use of the Services, or the Agreement must be filed within one (1) year following either (a) the date the claim or cause of action arose, or (b) the termination of the Services, otherwise it will be barred indefinitely.
d. PERSONAL JURISDICTION. In the event that legal action is initiated to enforce an arbitration award or for any other purpose in line with Section 33, the Customer and CONNECT3 consent to the exclusive jurisdiction of both state and federal courts located in the City of San Juan, Puerto Rico, and agree to forego any claims of inconvenient forum or venue in these courts.
36. Sure. Should the equipment installed by CONNECT3 on the customer's premises surpass a replacement value of \$5,000, the customer, upon written notification from CONNECT3, shall secure and sustain at their own expense, property damage and liability insurance, as well as insurance against loss or damage to the equipment (including extended coverage). This is to cover theft and other risks of loss typically insured against for equipment of the type described below, by companies engaged in the customer's line of business, in amounts, forms, and with insurers acceptable to CONNECT3. Each insurance policy must name the customer as the insured party and CONNECT3 as an additional insured and loss payee, as CONNECT3's interest may appear, and must specify that it cannot be cancelled or modified without providing at least thirty (30) days' written notice to CONNECT3 or its successors and assigns.
37. Applicable Law: This Agreement is made under the laws of the State of Florida and shall be interpreted and enforced according to those laws, without regard to its conflict of laws principles. In any legal action to enforce this Agreement, the prevailing party will be entitled to recover all attorneys' fees and costs incurred. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
38. Full Agreement: This Agreement, along with the CONNECT3 policies mentioned herein, constitutes the complete understanding between the parties and overrides all prior negotiations, representations, or preliminary agreements. No warranty or representation not explicitly stated in this Agreement shall be binding on the parties. Any changes or modifications to this Agreement require written consent from both parties.
39. NO WAIVER. The fact that CONNECT3 does not exercise or enforce any right or provision of the Agreement does not constitute a waiver of such right or provision.
40. Titles. The headings in this Agreement are solely for convenience of reference and shall not affect its interpretation or construction.
