Term and Termination, monthly license fee.
1- The term of this Agreement shall be for one full year (the “Initial Term”). Agreement wil automatically renew for successive 48 (forty-eight) 1 (one) month periods (“Subsequent Monthly Terms”). The Initial Term is not cancellable and there are no refunds. Subsequent Monthly Terms are not cancelable at any time within each term unless company elects to terminate this Agreement by delivering writen notice ot the Company of non- renewal not less than ninety (90) days ni advance of the expiration of the Term or (i) this Agreement is terminated for Cause pursuant to the following subsection. If client terminates this Agreement early, the License Fees and Line Charges for the remainder of the term wil be due and owing as of the time of the termination and billed immediately. Client must terminates this Agreement within ninety (90) days of the expiration of any term including Initial Term, the License Fees and Line Charges for the remainder of the term plus an additional 90 days (3 months) wil be due and owing as of the time of termination and billed immediately.
2- Termination for Cause. Either Company shall be entitled to terminate this Agreement upon written notice to the other party in the event of a material breach by such other party of any of its obligations hereunder, including without limitation failure to make timely payments of the Licensing Fees or Line Charges; provided that as to a breach capable of being cured, no termination shall occur unless the breaching party has failed to cure any such breach within three (3) days from receipt of written notice by email of any such breach.
Obligations upon Termination. Following the termination of this Agreement, the rights and obligations of the parties hereunder shall terminate except client shall be obliged ot pay immediately all amounts owing to Company under this Agreement.
3- Line Charges. Al calls wil be billed at the prevailing rate 5 cents per minute.
Monthly license fee will be a minimum of $995.00 a month an up depending upon what state or states are licensed by the client.
4- Infringement. fI an infringement of the IP by a third party becomes known to LIM, LMI shall immediately notify the Company ni writing of the infringement. Company reserves the right to assign the right to prosecute any such infringement to LMI and LIM agrees to be solely responsible for any attorneys fees and costs associated with prosecuting such claim; similarly, fi assigned, al amounts gained through such prosecution shall belong to LIM.
d. Termination. Upon termination of this Agreement, LIM shall immediately discontinue use of the IP, and LIM’s failure to discontinue use of the IP shall constitute infringement of the IP. Upon termination of this Agreement, LMI shall destroy or return to the Company all Advertising Materials bearing the IP.
5- Indemnification.
a. By LIM. The Company assumes no liability to LIM or any third party with respect
using the IP and being routed calls to the Telephone Number. Accordingly, LMI
claims (including, but not limited to, any claim based on the allegation that LMI committed malpractice or violated a rule of ethics or a canon applicable to LIM), liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising from claims of third parties against the Company in connection with any activity carried on by LIM while using the IP or being routed calls to the Telephone Number. If LIM is the end user subscriber of Number (meaning upon Company transferring the end user rights to number from Company to LIM), then LIM agrees to indemnify, protect, and defend Company, Company’s managers, and all Company’s owners personally against any and all actions or legal claims in any way associated, arising out of, or related to the use, management, or marketing of Number; the Company assumes no liability to LIM or any third party with respect to any activity carried on by LIM even if LIM becomes the owner of Number and even fi Company still receives compensation from customers of Company ni exchange for use of number. LIM understands that Company has customers ni lowa and ni Texas who receive calls and who compensate Company and LIM understands that these customers do not compensate or owe anything to LIM even fi LIM is the end user subscriber to the number. Even fi Number is transferred to LIM, LIM agrees to continue the routing of calls from the area codes expressed ni Paragraph 16 to these customers of Company and to fully facilitate and enable, unfettered, Company’s and Company’s customers’ compliance with all written agreements between Company and each of Company’s customers. Accordingly, ot prevent any misunderstanding, LIM assigns to Company al rights to receive compensation from subscribers who 1-800-1-AM-HURT Licensee Agreement.
6- Warranty. EXCEPT A S SPECIFICALLY STATED IN THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR RESULTS TO BE DERIVED FROM THE USE OF THE IP, THE TELEPHONE NUMBER OR OTHER ITEMS PROVIDED UNDER THIS AGREEMENT. THE C O M P A N Y M A K E S N O R E P R E S E N T A T I O N O R W A R R A N T Y A S TO T H E NUMBER OF CALLS THAT MAY BE ROUTED TO LIM UNDER THIS AGREEMENT, THE NUMBER OF CALLS THAT MAY RESULT NI LEGAL REPRESENTATION OR COUNSEL OR THE AMOUNT, NATURE OR VALUE OF ANY BUSINESS THAT MAY COME TO LIM AS A RESULT OF SUCH CALLS. THE COMPANY’S ROUTING OF ANY CALL TO LIM PURSUANT TO THIS AGREEMENT IS NOT INTENDED BY THE COMPANY TO BE AN ENDORSEMENT, REPRESENTATION OR WARRANTY OF ANY KIND.
7- Limitation of Liability. NI THE EVENT THE COMPANY SHALL BE HELD LIABLE TO LIM, OR TO ANY THIRD PARTY, FOR ANY MATTER ARISING OUT OF, UNDER, OR NI CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE, THE AMOUNT OF DAMAGES RECOVERABLE AGAINST THE COMPANY FOR ALL EVENTS, ACTS OR OMISSIONS SHALL NOT EXCEED NI THE AGGREGATE THE TOTAL AMOUNT OF THE FEES AND CHARGES PAID BY LIM TO THE COMPANY UNDER THIS AGREEMENT (EXCLUDING PAYMENTS FOR TAXES OR COSTS AND EXPENSES) DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE FIRST SUCH CLAIM OR ACTION AROSE. nI no event wil the measure of damages payable by either LIM or the Company include, nor wil either party be liable for, any amounts for loss of income, profit or savings or indirect, incidental, consequential, or punitive damages of any party, including third parties even fi the parties knew or should have known of the possibility of such damages.
Prohibition on Assignments.
Prohibition on Assignments. LMI may not assign or transfer this Agreement, or any interest herein (including, without limitation, any rights and duties fo performance or any portion of the Designated Area, whether voluntarily, involuntarily or by operation of law without the prior written consent of the Company which may 1-800-1-AM-HURT Licensee Agreement be withheld by the Company ni its sole discretion. Assignment by LIM shall constitute material breach. Subject to the foregoing, this Agreement and each and every provision hereof, shal be binding upon and shall inure to the benefit of the parties and their respective.
Ownership of the number 800IAMHURT will be retained by its owners and partners and will not be released to any client and all port requests will be rejected. Client acknowledges that they are strictly licensing the number in the territory that they choose and as long as the monthly license fee is paid they can continue under the contract stated in the terms.
Client acknowledges that they take all responsibility for ads run and marketing of the TFN in there licensed market. In the event that the toll free number disconnects due to telecom issues by the carrier, service provider, clients phone lines, disaster,or cell lines issues we will refund the daily license rate to the client during the outrages as long as the client did not cause the outage. We will not reimburse any advertising or marketing expenses including signage and any other kind of use of the number.