Terms of Service
These Terms of Service constitute the entire agreement between Virtual Guardians, LLC., (“Virtual Guardians”) and you (“Customer”) regarding your purchase and use of VIRTUAL GUARDIANS voice, conferencing, collaboration and contact center services, software, and related equipment (collectively the “Services”).
1. Technical Requirements
Customer understands that in order to access and utilize the Services, Customer will need their own dedicated high-speed internet access or other approved network connectivity. VIRTUAL GUARDIANS is not responsible for providing or maintaining this access or connectivity to the Customer. Consult your VIRTUAL GUARDIANS solutions representative if you would like VIRTUAL GUARDIANS to procure internet or other network access on your behalf.
Customer agrees that VIRTUAL GUARDIANS may collect, use, process and store information pertaining to Customer’s account and use of the Services. Customer acknowledges that VIRTUAL GUARDIANS acts only as a passive conduit of such information, and that VIRTUAL GUARDIANS will not monitor or disclose such information, except as necessary to maintain and provide the Services or as otherwise required to comply with applicable law.
3. Customer Content
Customer is responsible for the content of all audible, visual, or written communications, files, documents, videos, recordings, and any other material (collectively the “Content”) used in connection with the Services. Customer agrees not to transmit, or otherwise make available any Content that is unlawful, destructive, abusive, harassing, defamatory, vulgar, obscene, or otherwise deemed objectionable by VIRTUAL GUARDIANS. Customer grants VIRTUAL GUARDIANS and its affiliates, resellers and partners, a world-wide, royalty-free, sub-licensable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content for the sole purpose of enabling VIRTUAL GUARDIANS to provide and maintain the Services.
4. Software & Websites
In order to use the Services, Customer may be required to download and install software, applications or access websites owned by VIRTUAL GUARDIANS and/or its vendors. In that event, VIRTUAL GUARDIANS agrees to provide Customer with a limited, personal, non-exclusive, non-transferable, non-sub-licensable license to use the software, applications and websites in accordance to the terms of this Agreement. Customer may not use the software or websites for any purpose other than in connection with Customer’s own use of the Services. All title to and rights in the software and websites remain with VIRTUAL GUARDIANS and/or its partners and suppliers. Customer agrees not to take any action to interfere with these rights or otherwise gain unauthorized access to the intellectual property embodied in the software and websites.
To the extent that Customer’s Services include the deployment of customer premise equipment owned by VIRTUAL GUARDIANS such as phone instruments, network monitoring tools, or other devices (collectively “CPE”), all ownership and title to such CPE shall remain with VIRTUAL GUARDIANS throughout the Term of the Agreement, at the conclusion of which the Customer shall return all CPE to VIRTUAL GUARDIANS with all shipping paid by the Customer. Customer will be billed for any unreturned, lost, or damaged equipment, normal wear and tear excepted.
6. Changes to Services
Because it is a cloud-based solution, enhancements and upgrades to the Services are made on a regular basis. VIRTUAL GUARDIANS may change the Services by adding or removing features without notice. If you want to add additional features, users, or sites to your services, please contact VIRTUAL GUARDIANS. To the extent that Customer agrees to expand the scope of Services provided by VIRTUAL GUARDIANS (such as by adding users, features or equipment), additional charges, including shipping, will apply and your monthly bill for the Services will be adjusted accordingly. To the extent Customer desires to reduce the scope of Services prior to the end of the contract term (such as by disconnecting users, eliminating features, etc.) additional fees will apply.
7.1. General Payment Terms. VIRTUAL GUARDIANS will charge Customer on a monthly basis via ACH or credit card with amounts due for a given month being drafted on the monthly anniversary of the service inception. VIRTUAL GUARDIANS may charge a fee for any invoice that is not paid via ACH or credit card. Billing will commence at the earlier of: (i) when the Customer’s Services are provisioned and activated, or (ii) 60 days after the effective date of this Agreement. Customer is responsible for paying all applicable taxes, fees and charges at the prevailing rates in connection with the Services. VIRTUAL GUARDIANS will charge a late payment fee of $50 on any monthly payment (not being reasonably disputed by the Customer) that is not received when due. VIRTUAL GUARDIANS is entitled to recover a reasonable amount (including attorneys’ fees) expended in connection with the collection of fees not paid when due. VIRTUAL GUARDIANS may suspend or terminate the Services for non-payment of monthly service fees.
7.2. Toll Free. Customer will need a Toll-Free Number as well as a bundle of Toll-Free minutes to utilize VIRTUAL GUARDIANS Toll Free Services. To the extent actual Toll-Free usage exceeds the bundle that Customer has selected, VIRTUAL GUARDIANS will bill Customer at five cents per minute for the excess usage and increase the bundle of minutes on Customer’s subsequent invoices to accommodate the increased Toll-Free traffic.
7.3. International Calling. There is a monthly charge to enable international and offshore calling. All usage is billed at the prevailing international rates however, VIRTUAL GUARDIANS may, at its own discretion, elect to not charge Customer any usage-based fees for international calls in a given month where such charges would be de minimis. Customer understands and acknowledges the risks associated with international calling and is solely responsible for monitoring and paying for any charges associated with fraudulent traffic.
7.4. Charges from Pay Phones. VIRTUAL GUARDIANS reserves the right to charge Customer for any tolls or fees resulting from calls Customer receives from public payphones.
7.5. Charges for Directory Calls (411). VIRTUAL GUARDIANS will charge Customer $1.50 for each call you make to directory assistance.
8. Term & Termination
8.1. Term. The term of this Agreement shall include an initial contract period (“Initial Term”) together with any and all subsequent renewal periods (“Renewal Terms”). The length of the Initial Term shall be as specified on the VIRTUAL GUARDIANS Quote. After the Initial Term, this Agreement shall automatically renew for additional twelve (12) month Renewal Terms on each anniversary thereof, unless either party provides notice of non-renewal sixty (60) days prior to expiration of the then-current term.
8.2. Termination. Customer agrees that VIRTUAL GUARDIANS may suspend or terminate Customer’s access to the Services without notice if: (i) Customer’s account is past due; (ii) Customer becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business; (iii) VIRTUAL GUARDIANS determines that Customer has violated this Agreement, or (iv) VIRTUAL GUARDIANS is required to do so by any court or government authority. If Customer’s account is more than 90 days past due, all of the amounts due under this Agreement shall become immediately due and payable.
8.3. Effect of Termination. Upon termination of the Agreement for any reason, Customer will immediately discontinue all access and use of the Services and return all CPE. VIRTUAL GUARDIANS may, upon such termination, deactivate or delete Customer’s account and any related data, information, and Content, and bar any further access to such data, information, and Content. Customer shall remain liable for all amounts due hereunder for the Term of the Agreement.
9. No Warranties
CUSTOMER AGREES TO USE THE SERVICES AT ITS OWN RISK. CUSTOMER AGREES THAT VIRTUAL GUARDIANS AND ITS SUPPLIERS, RESELLERS AND AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY HARM OR DAMAGES THAT RESULT FROM CUSTOMER’S USE OF THE SERVICES. VIRTUAL GUARDIANS DOES NOT GUARANTEE THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR CUSTOMER’S USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY. VIRTUAL GUARDIANS AND ITS SUPPLIERS, RESELLERS AND AFFILIATES DO NOT MAKE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR NONINFRINGEMENT.
10. Limitation of Liability
CUSTOMER AGREES THAT VIRTUAL GUARDIANS, AND ITS SUPPLIERS, RESELLERS AND AFFILIATES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES ARISING FROM CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES EVEN IF VIRTUAL GUARDIANS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT THE LIABILITY OF VIRTUAL GUARDIANS AND ITS SUPPLIERS, RESELLERS AND AFFILIATES TO CUSTOMER FOR ANY CLAIM WILL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO VIRTUAL GUARDIANS FOR THE SERVICES IN THE PREVIOUS TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
11. 911 / E911 Matters
CUSTOMER UNDERSTANDS AND AGREES THAT VOICE SERVICES PROVIDED BY VIRTUAL GUARDIANS ARE INTERNET BASED AND THEREFORE 911/E911 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE BASED SERVICES. VIRTUAL GUARDIANS OFFERS 911/E911 SERVICES WHERE THEY ARE SUPPORTED BY THE CAPABILITIES OF THE LOCAL PUBLIC SAFETY ANSWERING POINT, BUT THESE SERVICES ARE NOT IMMEDIATELY AVAILABLE IN ALL AREAS AND THEY ARE OFFERED BY VIRTUAL GUARDIANS SUBJECT TO THE FOLLOWING LIMITATIONS: (1) CUSTOMER MUST PROVIDE AN ACCURATE PHYSICAL ADDRESS FOR EACH END USER AND NOTIFY VIRTUAL GUARDIANS VIA PHONE OR EMAIL OF ANY CHANGES TO SUCH ADDRESS; (2) 911/E911 SERVICES WILL NOT BE AVAILABLE IN THE EVENT OF THE ASSIGNMENT OF A TELEPHONE NUMBER TO A LOCATION OUTSIDE OF THE GEOGRAPHIC RATE CENTER ASSOCIATED WITH SUCH TELEPHONE NUMBER OR THE RELOCATION OF THE CALLING DEVICE TO WHICH A TELEPHONE NUMBER HAS BEEN ASSIGNED TO A LOCATION AWAY FROM THE REGISTERED END USER LOCATION; (3) 911/E911 SERVICES ARE NOT GENERALLY AVAILABLE ON SOFT PHONES; (4) 911/E911 SERVICES WILL NOT BE AVAILABLE IN THE EVENT OF AN OUTAGE OR OTHER DISRUPTION OF ELECTRIC POWER OR BROADBAND INTERNET CONNECTION AT CUSTOMER’S LOCATION. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT VIRTUAL GUARDIANS WILL HAVE NO LIABILITY WHATSOEVER IN THE EVENT CUSTOMER OR ANY OTHER CALLER FROM CUSTOMER’S EQUIPMENT IS UNABLE TO PLACE OR COMPLETE A CALL TO 911 OR E911 SERVICES, OR IF THE EMERGENCY RESPONDERS DO NOT RESPOND TO THE LOCATION AT WHICH THE EQUIPMENT, CUSTOMER, OR CALLER IS PHYSICALLY PRESENT. CUSTOMER ACKNOWLEDGES THAT THE LIMITATION OF VIRTUAL GUARDIANS’S LIABILITY IS A MATERIAL TERM TO THE AGREEMENT BETWEEN VIRTUAL GUARDIANS AND CUSTOMER, AND THAT VIRTUAL GUARDIANS WOULD NOT OTHERWISE ENTER INTO AN AGREEMENT TO PROVIDE CUSTOMER WITH VOIP SERVICES. VISIT WWW.VIRTUAL GUARDIANSTECHNOLOGY.COM/e911-TERMS FOR FURTHER INFORMATION REGARDING 911 & E911 MATTERS.
12. Other Legal Terms
12.1. Compliance with Laws. Customer agrees to comply with all applicable laws and governmental regulations in connection with its use of the Services.
12.2. Indemnification. Customer agrees to indemnify, defend and hold VIRTUAL GUARDIANS free and harmless from any loss, cost, liability or damage, including attorneys’ fees, which VIRTUAL GUARDIANS becomes liable for by reason of acts or omissions of Customer. VIRTUAL GUARDIANS will not be liable to Customer or any others for any loss or damages due to Customer’s use of the Services.
12.3. Severability. If any provision in this Agreement is held to be invalid or unenforceable the remainder of this Agreement will be valid and enforceable.
12.4. Waiver. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed of a waiver of such right or provision.
12.5. Assignment. VIRTUAL GUARDIANS shall have the right to assign this agreement to an affiliate or successor entity, including a purchaser of VIRTUAL GUARDIANS.
12.6. Notices. All notices required to be sent under this Agreement shall be deemed to have been duly given if (i) delivered personally to the recipient; (ii) sent to the recipient by reputable courier service including USPS; or (iii) transmitted by electronic means upon confirmation of receipt. Any notices must also be sent to VIRTUAL GUARDIANS, 4349 Blue Major Drive, Windermere, FL 34786.
12.7. Governing Law. This Agreement shall be governed by the laws of the State of Florida and each party hereby consents to the exclusive jurisdiction of the federal and state courts in that state. Each party submits to personal and subject matter jurisdiction in such court and agrees that such party will not contest venue.
12.8. Time To Bring Claim. No legal action or claim against either party may be brought under this Agreement unless such legal action or claim is commenced within one year after the occurrence causing the alleged harm.
12.9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, discussions, representations and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.