This Vanity Toll Free Number (“TFN”) and Internet domain name Single Use Agreement (“Agreement”) is entered into by and between NexRX LLC (“Company”), a Florida limited liability company, and “Customer” as identified by the signatory to this Agreement, on the date of acceptance (the “Effective Date”).
This Agreement governs the purchasing of marketing solutions and/or domain name usage rights from the Company to include the provision of Vanity TFN consulting services for the right to single exclusive use of a unique number or numbers and/or domain name or names, for a limited period, as specified below.
- Single Use of Vanity TFN. The Company will provide Customer with access to the TFN(s) set forth in Exhibit A for Customer’s exclusive national use within the United States. Customer understands that the Company is and will continue be the subscriber of record with the relevant RespOrg for this number. This Agreement serves as a limited authority to use the TFN(s) in conjunction with Company’s consulting services, and does not convey any permanent control or authority to Customer.
- Service Area. Customer has the right to advertise the TFN(s) nationwide and route incoming telephone calls to the Customer’s designated circuit, for the duration of this Agreement. Customer is permitted to designate its preferred telecommunications carrier(s) to provide services on the number. Company, as subscriber of record, will work with the RespOrg to route calls as designated by Customer. Customer is solely responsible for all charges assessed by the telecommunications provider(s) selected by Customer.
The terms as outlined below govern the use of Internet domain name(s) from Company.
- Lease of Domain Name(s). he Company will provide Customer with use of the domain name(s) set forth in Exhibit B for Customer’s exclusive use. Customer understands that the Company is and will continue to be the owner and registrant of the domain name(s). This Agreement serves as a limited license to Customer for use of the domain name(s).
- Appropriate Use of Domain Name(s). The domain name(s) subject to this Agreement must be used by Customer in compliance with all laws, regulations, ordinances, etc., applicable to the possession and use of the domain name(s).
- Domain Name(s) Ownership and Status. The domain name(s) are the property of Company, regardless of use for a particular website. Company retains sole ownership of the domain name(s) at all times during the term of this Agreement. Company will, at Customer’s election, (A) set the domain name(s) to redirect to Customer’s domain name of choice or (B) will direct the domain name(s) to the name servers requested by Customer. During the Term of this Agreement, Company will not change the redirection setting or designated name servers unless requested to do so by the Customer. Company will change the redirection setting or name servers as requested in writing by Customer within 3 (three) business days of the request. Customer must immediately notify Company of any levy, lien, or other legal process initiated against or related to the domain name(s). Customer may not sublease or assign his rights to the domain name(s) under this agreement without the signed, written consent of the Company.
- Domain Name(s) Warranties. Company warrants and guarantees that the specified domain name(s) will be in good standing, registered in the Company’s name, and pre-registered with the registrar for a term greater than or equal to the duration of this Agreement. However, no other express or implied warranties exist.
- Web Hosting. The Customer is responsible for all web hosting costs associated with the website that will use the domain name(s) and the website’s content for the duration of this Agreement.
The terms as outlined below govern the entire Agreement without regard for the specific type of service that is being purchased by the Customer.
- Rates and Terms. Customer will be responsible for all administrative fees and processes to maintain the TFN(s) in good working order. This includes payment of all RespOrg fees and other charges that arise in connection with the maintenance of the number and handling all necessary interaction with the RespOrg and Number Administrator or other regulatory bodies. Customer agrees to pay the applicable monthly licensing fee and usage rates for a term of at least two months. Usage Rates (U. S.) Toll-free calls $0.055 per min, Transcriptions $0.025 per min and Texts $0.012 per text.
- Assignment. This Agreement is non-transferrable by Customer. Customer may not assign, sublet or sub-license any interest in this Agreement or the TFN(s) or domain name(s) without Company’s prior written consent, which may be withheld by Company for any or no reason.
- No Termination; Notice and Cure Period. The Company agrees that this Agreement, and Customer’s uninterrupted subscription to and use of the TFN(s) and/or domain name(s), cannot be terminated or interrupted in any way as long as Customer remains in compliance with this Agreement, all laws affecting use of TFNs and/or domain name(s), and is current in its payment of the monthly charge. If Customer is ever late in payment of the monthly charge, or breaches, or is alleged to have breached any other term of the Agreement, the Company will provide notice to Customer describing the delinquency, breach or alleged breach in reasonable detail, and will provide Customer with a cure period of five (5) days in which to remedy the situation described in the notice, before taking any action to terminate the Agreement or alter the use the TFN(s) and/or domain name(s).
- Trademark. Company makes no representation as to the availability for use of the domain name(s) or any mnemonic corresponding to the TFN(s), nor does it make any recommendation to Customer whether to engage in such use. Company shall not be liable for any claim arising out of Customer’s use of the domain name(s) or any mnemonic corresponding to the TFN(s), from Customer’s use and/or promotion of the domain name(s) and/or TFN(s), or any negligent or intentional acts by and/or on behalf of Customer, including, but not limited to, any claim of product liability, trademark infringement, unfair competition or the like. Should Customer’s use of the domain name(s) and/or TFN(s) pursuant to this Agreement create any intellectual property rights in the domain name(s) and/or TFN(s), corresponding mnemonics, or designations incorporated therein, any such rights shall inure to the benefit of Company and shall be deemed assigned to Company.
- Responsibility for Use. Customer shall use the domain name(s) and/or TFN(s) only for lawful purposes and shall not use the domain name(s) and/or TFN(s) in connection with any misleading, harmful or fraudulent purpose. Customer is responsible for all calls made over the TFN(s) and all use of the domain name(s) and/or TFN(s), whether authorized or not, including without limitation the collection of personally identifiable information (PII) through use of the domain name(s) and/or TNF(s), use or misuse of such PII, toll fraud through telephone, voice mail, automatic call distribution, or other equipment located at the premises of Customer, or under the control of Customer. Without limiting the operation of any other portion of this Agreement, Company does not assume any responsibility or liability for losses or hardships relating to any use, advertising or other promotion of the domain name(s) and/or TFN(s). Customer is advised to not make any commitments relating to advertising prior to activation of the domain name(s) and/or TFN(s) and the receipt of written notification thereof.
- Term. The term of this Agreement shall be a period of at least two months from the Effective Date (“Initial Term”), unless earlier terminated by either party hereto in accordance with this section. After the Initial Term, this Agreement shall continue for successive one-year periods (“Successive Term”) unless terminated by either party as of the end of the Successive Term by providing at least thirty (30) days’ written notice of such termination prior to the end of such Successive Term. This agreement may be terminated by either party for convenience by providing at least ninety (90) days’ written notice to the other party. Upon termination of this Agreement, Customer shall cease to use the domain name(s) and/or TFN(s).
- Indemnification. Customer agrees to indemnify Company for any costs incurred as a result of any claim(s), damages, losses, costs and expenses resulting from Customer’s breach of any provision of the Agreement. In the event a lawsuit is brought, or any attorney is retained by Company to collect any moneys due hereunder, Company shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney’s fees, court costs, reasonable costs of investigation and other related expenses incurred in connection therewith.
- Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY RESPECT, WITHOUT LIMITATION, FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE OR ANY OTHER DAMAGES, OR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN CALL ROUTING OR CALL TRANSMISSION, OR DELAYS, INCLUDING THOSE WHICH MAY BE CAUSED BY TELECOMMUNICATIONS SWITCHES, GEAR, HARDWARE OR SOFTWARE, OR CAUSED BY ACTS OF REGULATORY OR JUDICIAL AUTHORITIES.
- Amendments, Waivers. This Agreement cannot be modified or amended except by a written document signed by authorized representatives of Company and Customer. The waiver of any term or condition of this Agreement or the granting of an extension of time for performance will not constitute the permanent waiver of any term or condition of this Agreement.
- Governing Law. This Agreement will be interpreted to conform to applicable federal law and the regulations and any applicable Federal Communications Commission (“FCC”) and state tariffs. The construction, interpretation and performance of this Agreement will be governed by the laws of the State of Florida, without regard to that state’s choice of law rules.
- Compliance with Laws. Customer agrees to abide by any applicable rules and regulations promulgated by local or state authorities or the FCC. Violation of such rules is grounds for termination of service and revocation of Customer’s license to use the referenced domain name(s) and/or TFN(s).
- Dispute Resolution. The parties agree that any dispute under this Agreement shall be resolved first by good faith negotiation between the parties. If negotiation does not resolve the dispute within 30 days, the parties agree to submit the dispute to arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. Such arbitration shall apply the laws of the United States and the State of Florida and take place in Orlando, FL.
- Entire Agreement. The Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all previous Agreements. No modification of this Agreement shall be binding unless made in writing and signed by both parties.
IN WITNESS WHEREOF, Customer has caused this Agreement to be duly accepted and represents and warrants that the person accepting this Agreement’s terms and conditions on behalf of Customer is fully authorized to do so.