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Terms & Conditions

This agreement ("Agreement") is between Zalex Technologies Inc. ("Zalex") and an end user ("End User") of the Zalex Technologies Communications Service ("ZalexTech"). Any ZalexTech services or products ("Services") provided by Zalex to End User shall be governed by the terms and conditions herein. By purchasing the Services, END USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between End User and Zalex by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING Zalex's LIABILITY UNDER THE AGREEMENT. End User acknowledges that they are of legal age to enter into this Agreement.

  1. TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END USER AT ANY TIME ARE HEREBY OBJECTED TO BY Zalex, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON Zalex. No waiver or amendment to this contract or these terms and conditions shall be binding on Zalex unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of Zalex.
  2. TERM. The term of this Agreement ("Term") begins on the date that End User purchases Services and continues for the duration of the service period as defined by the service plan that is selected by End User ("Plan"). At the end of the current Term, the Term is automatically renewed unless End User provides Zalex, prior to the end of the current Term, notification of intention to cancel the service. End User agrees to pay for Services for the duration of the Term. Expiration of the Term does not alleviate End User of responsibility for paying all unpaid, accrued charges due hereunder. If End User transfers or ports their phone number to a service provider other than Zalex, End User must contact Zalex to cancel the Services provided to End User by Zalex. If End User chooses to cancel the service before the end of the current Term, Disconnection fees may apply as set forth below. An End User who enters into a one (1) Year Term Plan, a two (2) Year Term Plan or an Annual Plan will be converted, upon expiration of the plan's Term, to a month-to-month plan at the then-current rates offered for the Services, unless End User provides to Zalex, prior to the end of the current Term, notification of intention to cancel the service.
  3. 911 & SERVICE LIMITATIONS. The Federal Communications Commission (FCC) requires that Zalex provide E911 Service to all End Users who use Zalex services within the United States. Sections 3.1-3.7 apply to all End Users who use Zalex services within the United States. Section 3.8 applies to all sEnd Users.
    • 911 ACKNOWLEDGEMENT AND WARNING LABELS. END USER ACKNOWLEDGES THAT Zalex’s EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 3 AND END USER AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING END USER'S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. Zalex WILL PROVIDE END USER WITH WARNING LABELS REGARDING THE LIMITATIONS OR UNAVAILABILITY OF 911 EMERGENCY DIALING. END USER AGREES TO PLACE A LABEL ON AND/OR NEAR EACH TELEPHONE OR OTHER CUSTOMER PREMISE EQUIPMENT ON WHICH THE SERVICES MAY BE UTILIZED. IF ADDITIONAL LABELS ARE REQUIRED, END USER MAY REQUEST THEM FROM Zalex. Zalex WILL PROVIDE END USER WITH ADVISORY NOTICES REGARDING 911 EMERGENCY DIALING AND REQUEST ACKNOWLEDGMENTS FROM END USER. END USER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT Zalex HAS ADVISED END USER OF THE CIRCUMSTANCES UNDER WHICH ZalexTech E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. Zalex ADVISES END USER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.
    • ELECTRICAL POWER. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.
    • INTERNET ACCESS. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IF THERE IS AN INTERRUPTION OF END USER'S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.
    • NON-VOICE SYSTEMS. END USER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. END USER HAS NO CLAIM AGAINST ZALEX FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.
    • ZalexTech E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON VIRTUAL NUMBERS, TOLL-FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. END USERS WHO SUBSCRIBE TO ZalexTech E911 SERVICE WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (DTA OR VIDEOPHONE) WITH Zalex, EITHER ON THE BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. END USER ACKNOWLEDGES THAT Zalex’s ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. END USER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY Zalex WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO ZalexTech BY END USER. IN THE EVENT THAT THE PHYSICAL LOCATION HAS NOT BEEN UPDATED OR IS NOT COMPLETE, Zalex MAY ATTEMPT TO ROUTE A 911 CALL BASED UPON THE BILL-TO OR SHIP-TO ADDRESSES ASSOCIATED WITH THE END USER'S ACCOUNT OR INITIAL ORDER.
    • END USERS WHO ARE REQUIRED TO SUBSCRIBE TO ZalexTech E911 SERVICE WILL BE SUBJECT TO A MONTHLY E911 SERVICE CHARGE. THE MONTHLY E911 SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE RESIDENTIAL OR BUSINESS PLAN CHARGES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR ZalexTech E911 SERVICE IS ASSESSED ON A "PER-LINE" (THAT IS, PER PHONE NUMBER BASIS), AND WILL BE SET AT A LEVEL THAT REIMBURSES Zalex FOR THE DIRECT COSTS IT INCURS IN PROVIDING ZalexTech E911 SERVICE, INCLUDING EXPENSES Zalex INCURS, EITHER DIRECTLY OR INDIRECTLY, IN THE FORM OF STATE, COUNTY OR MUNICIPAL E911 SURCHARGES, E911 AUTOMATIC LOCATION INFORMATION (ALI) DATABASE STORAGE, LINE INFORMATION DATABASE AND CALLER ID (LIDB/CNAM) EXPENSES, AND ANY OTHER TAXES OR SURCHARGES DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE PROVISION OF SERVICES TO END USERS SUBSCRIBING TO THIS SERVICE. Zalex RESERVES THE RIGHT TO ADJUST THE LEVEL OF CHARGES ASSOCIATED WITH THE PROVISION OF E911 SERVICES TO REFLECT INCREASES OR DECREASES IN THE COSTS IT INCURS. (SEE SECTION 10 REGARDING CHANGES TO THE AGREEMENT, SERVICES OR PLAN).
    • END USER ALSO ACKNOWLEDGES THAT ZalexTech E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE ZalexTech E911 SERVICES UNSUITABLE FOR SOME END USERS. BECAUSE END USER CIRCUMSTANCES VARY WIDELY, END USERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON ZalexTech E911 SERVICE. END USER ACKNOWLEDGES THAT IT IS END USER'S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET END USER'S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH ZalexTech E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:
      • - ZalexTech’s E911 SERVICE WILL NOT FUNCTION IF END USER'S DTA, PHONE OR VIDEOPHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF END USER'S ZalexTech’s SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, END USER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE ZalexTech SERVICE, INCLUDING FOR E911 PURPOSES.
      • - AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY CHANGE OF AND UPDATE TO END USER'S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO OUR NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.
      • - THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING ZalexTech E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE ZalexTech E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE ZalexTech NETWORK, THERE IS A POSSIBILITY THAT A ZalexTech 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.
      • - IF END USER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE ZalexTech EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, ZalexTech’s E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.
    • END USER ACKNOWLEDGES AND UNDERSTANDS THAT Zalex WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING ZalexTech OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. END USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Zalex, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO END USER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, END USER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.
  4. EQUIPMENT. To provide the Services, Zalex may provide Equipment to End User. Zalex's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End User upon delivery to carrier. End User will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Service. End User shall be required to obtain authorization from Zalex to return any Equipment. Zalex will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. Zalex will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by Zalex, and End User will be responsible to pay return shipping charges. End Users who purchased through a Retail outlet may return within the first thirty (30) days to the place of purchase or such shorter period as set forth in the Retail outlet's return policy, after the return period has lapsed they can contact ZalexTech regarding warranty replacement.
  5. BILLING, CHARGES AND PAYMENT.
    • PAYMENT. Upon purchase of the Service, End User must provide Zalex with a valid credit card number from an issuer that is accepted by Zalex. End User authorizes Zalex to charge the credit card number provided by End User ("Credit Card") for all charges arising from End User's use of the Services. End User agrees to notify Zalex of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. Zalex shall not be responsible for any charges made by the Credit Card issuer to End User's Credit Card account for exceeding credit limit, insufficient funds or other reasons. End User's credit card will not be billed until product has shipped. Estimated ship dates are approximate and are not guaranteed. End User may cancel any order due to shipping delays without charge.
    • CREDIT TERMS. All Services provided to End User and covered by the Agreement shall at all times be subject to credit approval or review by Zalex. End User will provide such credit information or assurance as is requested by Zalex at any time. Zalex, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.
    • BILLING. Zalex will provide End User with a monthly billing statement for the Services and bill all charges invoiced to End User's account to the Credit Card. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. Zalex reserves the right to charge the Credit Card for charges, due if at any time End User's cumulative charges for the current month exceed two hundred fifty dollars ($250.00). Billing for monthly service fees commences upon purchase of the Services, and the first month's monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated. Activation for Retail customers occurs after End User activates the services through ZalexTech customer service.
    • LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, Zalex may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by Zalex. If charges cannot be processed to the Credit Card, End User will be charged a fee of ten dollars ($5.00). The fee ($5.00) will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.
    • AXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides Zalex with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Zalex, applicable taxes may not be refundable.
    • REGULATORY RECOVERY FEE. A Regulatory Recovery Fee of $1.75 will be charged monthly to offset costs incurred by Zalex in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The Regulatory Recovery Fee will apply to every phone number assigned, including toll free and virtual numbers.
    • TRIAL PERIOD. Zalex offers a thirty (30) day trial period ("Trial Period") to new End Users for their first ZalexTech account. The Trial Period commences upon the purchase of Services by End User from Zalex. If End User is not satisfied with the Services during the Trial Period, End User may obtain a refund of the equipment and activation fee but not the monthly service fee. Applicable taxes will be refunded to the extent allowed by law. Shipping charges will not be refunded. To obtain a refund, End User must: a) Notify Zalex within thirty (30) days of purchase of the Services and b) Return the Equipment to Zalex within seven (7) days of cancellation of the Services in its original, unaltered condition with all packaging intact. Disconnection fees shall not apply if End User cancels service during the Trial Period. Retail customers will be required to return equipment within the first thirty (30) days (or such shorter period as set forth in the Retail outlet's return policy) to the place of purchase to receive any refund.
    • DISCONNECTION AND CONVERSION FEES. Subsequent to the expiration of the Trial Period, if an End User terminates fax or voice Services within twelve (12) months of the initial purchase of the Services, Zalex shall charge a service Disconnection Fee of fifty nine dollars and ninety nine cents ($59.99) for each Virtual Office extension and Shared Line and nine dollars and ninety nine cents ($9.99) for Softalk Office extension, Fax extension-second port activation, Virtual number, Basic Plan, Virtual Extension, Virtual Attendant, Toll Free number, Additional Ring Group, Call Queuing Group and Switchboard. If an End User terminates a Plus Extension or converts to a non Plus Extension within twenty four (24) months of the initial purchase of the Services, Zalex shall charge a Disconnection or Conversion Fee of two hundred dollars ($200.00) for each Plus Extension. If an End User of video Services (VTA464) terminates video Services within twelve (12) months of the initial purchase of the Services, Zalex shall charge a Disconnection Fee of one hundred dollars ($100.00). Disconnection or Conversion Fees shall be billed to End User's Credit Card when End User notifies Zalex of the cancellation of the Services. If an End User terminates a one (1) Year Term Plan, a two (2) Years Term Plan or an Annual Plan prior to the end of the committed term, Zalex will charge the End User the remaining services fees under the term plan agreement. All fees, including service fees, payable under the applicable term plan shall be non-refundable and non-creditable.
    • RATE CHANGES. Zalex may change the prices for the Services and toll charges from time to time. Zalex may change prices, plans, taxes or fees without any advance notice. For End Users on one, two or three year plans, rates will not be increased during the plan term, with the exception of tax or fee changes and international toll calling rates. In the event of a change in prices or toll charges, Zalex will post such changes in rates to the End User by way of phone, email, or snail mail notification. International toll calling rates will be updated in similar fashion.
    • CREDITS. End User acknowledges and agrees that the Services are provided "as is, where is." Credit allowances for interruption of the Services shall not be provided.
    • DISCOUNTS. From time to time in its sole discretion, Zalex may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be entered by End User upon purchase of the Services. End User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.
    • BILLING DISPUTES. End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by Zalex or End User waives any objection and further recourse. Written statements disputing charges must be sent to:
      Billing Department
      Zalex Technologies Inc.
      540 E. Chester st
      Long Beach, NY 11561
      -or- zalextronics@gmail.com
  6. TOLL CHARGES. Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Plan. Calls to a phone number outside the United States and Canada to a non-ZalexTech telephone number will be charged at the current rates published on the ZalexTech web site. The duration of each call is to be calculated in one minute increments and rounded up to the nearest one minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When End User dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by an End User to an International mobile, rather than landline, or premium rate telephone number, may result in higher toll charges.
  7. TELEPHONE NUMBER. Any telephone number provided by Zalex ("Number") to the End User shall be leased and not sold. End User is not to use the Number with any other device other than the Equipment without the express written permission of Zalex. Zalex reserves the right to change, cancel or move the Number at its sole discretion.
  8. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment in any way without the express written permission of Zalex. End User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End User shall immediately notify Zalex of any lost or stolen Equipment and shall cooperate with Zalex in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At Zalex's sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all service fees accrued until the time that Zalex is informed of the loss or theft and can effect a termination of the Services.
  9. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of Zalex or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of Zalex. End User understands that neither Zalex nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End User agrees that it will NOT use the Services in ways that violate laws (including but not limited to laws prohibiting transmission of unsolicited fax advertisements), infringe the rights of others, or interfere with the users, services, or equipment of the network. End User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of Zalex. Zalex's Service Plans for business End Users that offer unlimited minutes of PSTN calls ("Unlimited PSTN Plans") are for reasonable business use of End User only. Such use shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing (including without limitation charitable or political solicitation or polling), call center operations, junk faxing, fax spamming, calling/faxing any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage. End User shall not transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. End Users further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Any use found to be inconsistent with this restriction will result in termination of the Service. Zalex reserves the right to immediately terminate or modify the Services of any End User using Unlimited PSTN Plans if Zalex determines, in its sole discretion, that End User is not using the Unlimited PSTN Plans for End User's reasonable business use.
  10. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. Zalex reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan ("Change of Service"). In the event of a Change of Service, Zalex will inform End User by phone, email, or snail mail. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. The Plan change will take effect in the first month after the Plan is changed. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.
  11. NOTICE. Notice will be considered received by End Users and such changes will become binding to End Users, on the date Zalex is informed of the receipt of the change notification ("Change Date"), and no additional notice will be required. If End User does not send Zalex notification of their desire to terminate this agreement or uses the Service after the Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service and terminates this agreement, End User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.
  12. ERMINATION. End User agrees to provide Zalex with thirty (30) days notice of termination. End User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to Zalex. In accordance with section 5, Disconnection Fees may apply. Zalex reserves the right, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, End User's breach of this Agreement, End User's failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, Zalex, Zalex's network or other End User's use of the Services. Zalex reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that Zalex's determination is final and binding on End User. Zalex may require an activation fee to change or resume a terminated or suspended account.
  13. PRIVACY. Provider will keep confidential, except where required by law, all information provided by Customer including email addresses. Customer acknowledges that the public Internet is used for network access and will hold Provider harmless against any privacy breach due to interception of voice or data transmitted over the Internet.
  14. RETURNS AND ADJUSTMENTS. Zalex does not accept returns for equipment purchased for the use of ZalexTech services. In extreme cases returns may be accepted at the discrepancy of Zalex and any price adjustment will be solely determined by Zalex.
  15. TECHNICAL SUPPORT. Zalex provides technical support to End Users via telephone and e-mail for the Services provided hereunder. Support for other applications and uses is not provided or implied.
  16. BREACH. In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse Zalex for all attorney, court, collection and other costs incurred by Zalex in the enforcement of Zalex's rights hereunder and Zalex may keep any deposits or other payments made by End User.
  17. INDEMNIFICATION. End User agrees to defend, indemnify, and hold harmless Zalex, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to End User in connection with this Agreement, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party, relating to this Agreement. This clause shall survive termination of this Agreement.
  18. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL Zalex OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF Zalex OR ITS VENDORS OR OTHERWISE.
  19. LIMITATION OF LIABILITY. IN NO EVENT SHALL Zalex BE LIABLE TO END USER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. Zalex’s TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE MONTHLY FEES Zalex CHARGED END USER DURING THE ONE (1) MONTH IMMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
  20. EXPORT COMPLIANCE. End User agrees to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.
  21. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by Zalex or its vendors.
  22. SOFTWARE COPYRIGHT. Any software used by Zalex to provide the Services and any software provided to End User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End User may not copy the software or any portion of it.
  23. SURVIVAL. The provisions of section 3, 5, 15, 16, 17, 18, 19, 21, 23, 24 and 26 shall survive any termination of the Agreement.
  24. NOTICES. Notices to End User shall be effective when sent by email to the email address provided to Zalex or, 3 days following the date deposited in the US Mail (via regular mail) addressed to End Users address as kept in Zalex files. End User is responsible for notifying Zalex of any changes in End Users address. Written notice to Zalex shall be effective when directed to Zalex’s Legal Department and received at Zalex’s then-current address as disclosed to End User upon service start up. End Users notice must specify End Users name and Account. Oral notices are not valid or effective for any purposes whatsoever.
  25. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Zalex shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Zalex as may occur in spite of Zalex's best efforts.
  26. GOVERNING LAW / RESOLUTION OF DISPUTES.
    • Mandatory Arbitration. Any dispute or claim between End USer and Zalex arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.
    • Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT, END USER AGREES TO PROVIDE Zalex WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO Zalex. IF Zalex IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN END USER OR Zalex MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 26.1. All claim notices should be sent to: Director of Customer Service
      Zalex Technologies Inc.
      540 E. Chester St
      Long Beach, NY 11561
      -or- zalextronics@gmail.com
    • Governing Law. This Agreement is governed by and construed under the laws of the commonwealth of New York and applicable federal law, without regard to its choice of law principles, except that the arbitration provisions hereunder shall be governed by the Federal Arbitration Act. This governing law provision applies no matter where you reside, or where you use or pay for the Service.
  27. ENTIRE AGREEMENT. The terms and conditions of this Agreement constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of Zalex and End User.