TERMS OF SERVICE
1 Introduction; Definition; Acceptance of Terms
1.1 Introduction: These Terms of Service (“TOS” or “Terms”) constitute the agreement between Skrumble Technologies Inc. , an Ontario corporation (hereinafter referred to as “Skrumble”, “We” or “Us”) and the party set forth in the related registration order form (hereinafter referred to as “You” or “Customer”) regarding Skrumble communications services and any related products or services. This agreement governs our Service, as defined below, and all Skrumble applications and software, including all Numbers and Service plans on each Skrumble account.
“Account” means your Skrumble account, including the login identification and password assigned to You by Skrumble that allows you to access the Service.
“Additional Services” means one-time add-on Services, including international calls and North American calls that apply when You exceed your Plan threshold.
“Applicable Laws” means all applicable local, national, federal, state, provincial and international laws, regulations, tariffs, rules and policies applicable to the Services, including but not limited to, CRTC and FCC rules and regulations concerning telemarketing laws and Do Not Call lists, and the CanSpam Act.
“App”or “Software” means the object code format of Skrumble’s web-based or application-based software that enables You to utilize the Service and includes any upgrades or updates that Skrumble may provide to you from time-to-time.
“Content” means any data, text, software, music, sound, photographs, graphics, video, e-mail messages, or any other messages.
“Free Plan” means the basic Skrumble Plan, that Skrumble offers to customers for free.
“Guest” means an individual User that You or a Team Member invites to utilize the Services but does not possesses only limited Account functionality.
“North American Calls” means PSTN calls to Canada and/or the continental U.S. (i.e. excluding Alaska and Hawaii).
“Service”means the Skrumble communications and related products and services, and includes the App, Skrumble Content and Skrumble websites.
“Paid Plan” means any Plan other than the Free Plan.
“Platform” is deﬁned as the Skrumble applications, software, products, services and web sites.
“Plan” means each service or subscription plan offered by Skrumble, including add-on services such as unlimited North American calling.
“P2P Calling” means a voice call to another Skrumble User.
“PSTN Calling” means a voice call to the Public Telephone Switched Network (“PSTN”).
“Team” means You, the Team Owner, and your Team Members.
“Team Members” means your employees, staff or other individuals that You provide full user access and functionality to your Account.
“Team Owner” means the Customer identified in the registration order form and who has administrative functions and privileges with respect to the Account.
“Terms” means these TOS together with any legal notices applicable to the Service, all price schedules, and other supplemental documents that may supplement these TOS now or in the future.
“Number” is defined as each telephone, conference or fax number(s) provided for your Skrumble account.
“Sign Up Date” means the date you sign up for the Service and activate your Account.
“Skrumble Content” means any Content, other than User Content, transmitted, posted, displayed or used in connection with the Service.
“User” includes any person (that utilizes the Service(s), including, the Team Owner, Team Members and Guests. Derivative terms such as “Usage” and “Use” will have corresponding meanings.
“User Content” means any Content that You or a User sends, submits, posts or display in connection with the Service.
1.3 Acceptance of Terms: You may not use the Service without ﬁrst agreeing to these Terms. By downloading and activating the App and using the Service you conﬁrm your acceptance of, and agree to be bound by, these Terms. You may not use the Service if you are not of legal age to form a binding contract or are a person otherwise barred from using the Service under the jurisdiction under which you reside. Unless explicitly stated otherwise, this TOS will govern the use of any new features that augment or enhance the current Service, including but not limited to, the release of new Skrumble software, applications, and services. In the case of any violation of this TOS, Skrumble reserves the right to seek all remedies available by law and in equity.
1.4 Update to Terms: The Terms may be changed and updated from time to time by Skrumble. Skrumble will either provide you with updated terms or post updated terms on its website (https://skrumble.com/legal/terms-of-use).
2 USE OF SERVICE
2.1 Subject to these Terms, Skrumble hereby grants You a personal, non-transferable, non-exclusive, revocable right to use the Software, and any related written documentation, solely for the purpose of using the Service (the “App Licence”). You may download a copy of the Software onto a device, which you can control, and to view, use and display the Software on such devices for your personal purposes only. Skrumble reserves all other rights. Upon termination of your Service and these Terms, for any reason, the App Licence will terminate.
2.2 You agree that You and any Users will use the Service only for lawful purposes and You agree to comply with any applicable terms of applicable third-party agreements when using the Software and Service, including any terms of service and rules or policies applied by Apple Inc. and/or Google Inc. should You download the App through their platforms. You acknowledge that Skrumble may terminate the Service immediately, without any notice and without any liability by Skrumble to You whatsoever, if, at the sole discretion of Skrumble, You or any User misuses or permits others to misuse or abuse any Service for purposes that are contrary to Applicable Law or contrary to these Terms (including section 4 (Acceptable Use), Your breach of the license restrictions with respect to the Software; or if Skrumble has to preserve the integrity of the network, or comply with Applicable Laws.
2.3 You are liable for any and all use of the Service by any User, and You remain solely responsible for all use of service utilized through Your Account, for determining who is authorized to use Your Service, and for promptly notifying Skrumble of any unauthorized use. You agree to indemnify and hold harmless Skrumble against any and all fees, charges, damages, liability, costs and expenses (including reasonable legal counsel fees, as applicable) associated with such use.
3 USER CONTENT
3.1 You will retain copyright and any other rights you already hold in User Content. By sending, submitting, posting or displaying any User Content when using the Service, You grant Skrumble a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to reproduce, adapt, and publish your User Content for the sole purpose of enabling Skrumble to provide the Service. You confirm and warrant to Skrumble that you have all the rights, power and authority necessary to grant the above license, including obtaining consent to use personal information from identifiable individuals, and the right to publish and display your User Content to your Team Members and Guests.
4 ACCEPTABLE USE
4.1 You agree to Use the Service in a manner consistent with all applicable laws and regulations. You shall not resell the Service in whole or in part to others. Additionally, you will not take any of the following actions with respect to our Service, the App, software, related applications, or User Content, nor will you use our Service or the App to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any User Content or use our Service in any manner that:
is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, racially or ethnically or otherwise offensive, or abusive;
advocates or solicits violence, criminal conduct or the violation of any Applicable Laws or the rights of any third party;
infringes on another’s patent, trademark, trade secret, copyright, or other intellectual property or other rights;
is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an aﬃliation with a person or entity;
constitutes unsolicited or unauthorized marketing, including email, Short Message Service (SMS), Multimedia Messaging Service (MMS), Skrumble messaging, voicemail, or faxes (“spamming”), or otherwise sending junk or bulk email, voicemail or faxes;
interferes with others using the Service;
uses or abuses the Service, or permit others or assist others to do so, in any manner that interferes with the Service or the provision of them, Skrumble’s networks or access to those networks by other Users;
contains software viruses, worms, time bombs, corrupted ﬁles, Trojan horses or any other computer code, ﬁles, programs, or applications that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server, or communications systems or equipment;
contains a charity request, petitions for signatures, chain letters or letters relating to a pyramid scheme;
disrupts, inhibits or interferes any other user from enjoying the Service or aﬃliated applications, contents, products and/or services;
uses any robot, spider, or other such programmatic or automatic device, including but not limited to automated dialing or inquiry devices, to obtain information from the Service or otherwise monitor or copy any portion of the Service, products and/or services;
creates a false identity for the purposes of misleading others;
uses any Skrumble domain name as a pseudonymous return email address;
contains any offer for unsolicited goods or services or any advertising or promotional materials;
provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to §219 of the Immigration and Nationality Act;
attempts to disable, bypass, modify, defeat, or otherwise circumvent any of the digital rights management or other security related tools incorporated into the Software or any Skrumble Content or the Service;
reproduces, duplicates, copies, sells, trades, resells, or exploits any portion of the Service or Skrumble Content;
systematically collects and uses any Skrumble Content including the use of any data mining, or similar data gathering and extraction methods;
uses, frames, or utilizes framing techniques to enclose any portion of the Service (including the images found at the Services or any text or the layout/design of any page or form contained on a page);
modiﬁes, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operates our Service. For purposes of these terms, “Reverse Engineering” shall include the examination or analysis of the Service to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Service’s underlying technology;
creates a false Caller ID identity (“ID Spooﬁng”) or forged email address or header or false namespace associated with Skrumble enabled URLs and widgets, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services;
using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit or otherwise avoid the Fair Use Policy; or
for unlimited or unmetered Plans, using the Service for call-in lines, call centers, conference calling, trunking (to a PBX or otherwise) or other high volume or multi-person calling purposes.
5 UNLAWFUL USE PROHIBITED; MONITORING; PROVIDING INFORMATION TO AUTHORITIES AND THIRD PARTIES
5.1 Monitoring. Skrumble may monitor the use of Service for violations of these Terms. Skrumble may suspend or delete your Account if We suspect a violation of these Terms, or if We think it necessary in order to protect our Service, or Skrumble, its aﬃliates, directors, oﬃcers, agents, and employees from harm. Skrumble has the right (but not the obligation) to remove any User Content that violates these Terms.
5.2 Providing Information to Authorities and Third Parties. If Skrumble believes that You have used our Service for an unlawful purpose, We may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You consent to our forwarding of any such communications and information to these authorities. In addition, We may disclose your name, telephone number, credit card information, and other personal information, any communications sent or received by You, and any other information that Skrumble may have about your account, including but not limited to, types of service, lengths of service, IP address (es), email address(es), and all other account information as follows:
in response to law enforcement or other governmental agency requests;
as required by law, regulation, rule, subpoena, search warrant, or court order;
as necessary to identify, contact, or bring legal action against someone who may be misusing the Service; to protect Skrumble’s rights and property.
6 YOUR ACCOUNT
6.1 In order to use the Service, You are required to register with Skrumble. You agree to provide true, accurate, up-to-date and complete information in all fields indicated as mandatory when registering for the Service, as well as any additional information provided or any amendments made by You. You agree to maintain and promptly update such information to keep it true, accurate, current and complete. Subject to such registration, You will receive access to your Skrumble Account. Skrumble has the right to change your password and account name at any time in its sole discretion and without notice.
6.2 Skrumble recommends that you choose a password to your Account that is hard to guess and You keep it secure. It is your responsibility to ensure that You do not respond to any unsolicited requests for credit card information, password or other data. You are fully responsible for all, including any fraudulent, use of the Service, which is or can be connected to your Account.
6.3 Skrumble reserves the right to take any action it deems necessary or reasonable to ensure the security of the Service and your Account, including without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Skrumble may rely on the authority of anyone accessing your account or using your password and under no circumstances will Skrumble be held liable to you for any liabilities or damages resulting from or arising out of (1) any action or inaction of Skrumble; (2) any compromise of the conﬁdentiality of your Account or password; and (3) any unauthorized access to your Account or use of your password. Maintaining the security of your personally identifying information is extremely important to us. We will take reasonable steps to ensure your personally identifying information remains conﬁdential. However, We can not guarantee that our Service is impenetrable to all security breaches, and therefore Skrumble makes no warranty, guarantee, or representation that our Service will be completely protected from viruses, security threats or other vulnerabilities.
7 PAYMENTS AND BILLING
7.1 The following provisions do not apply to the Free Plan.
7.2 Activation of a Paid Plan is conditional on acceptance of your initial credit card (Visa or MasterCard) and any reasonable Account verification methods that Skrumble may require. You are responsible for payment to Skrumble of charges for all Service provided, including all calls and communications associated with your Account.
7.3 Paid Plans are offered in subscriptions of thirty days (recurring). We will publish the fees and charges for the Paid Plans on our website.
7.4 Skrumble collects all fees and charges pursuant to Skrumble’s preauthorized payment service, and Skrumble will debit Your credit card (Visa or MasterCard), in advance. Each Skrumble Paid Plan provides You with a certain amount of calling minutes per month to make North American Calls, messaging services and conference services. Your credit card will be charged for the monthly Plan rate on the Sign Up Date and approximately every 30 days thereafter (the “Billing Date”) until your Service is terminated as provided herein. In the event you purchase a recurring add-on Service or change your monthly Plan during the current billing cycle, charges for such Paid Plan(s) will be prorated during that month.
7.5 For Additional Services you purchase, an amount equal to the charge for the Additional Service, plus applicable charges, will be deducted from your Skrumble Wallet. You will be notified by email about the activation of the Additional Services.
7.6 All payments are processed via a third party payment processor (“Payment Processor”). You agree to provide complete and accurate payment information and further agree that the processing of payment transactions are subject to the terms, conditions and policies, including privacy policies, of the Payment Processor and your credit card issuer.
7.7 In the event Skrumble is unable to debit your credit card, or otherwise is not paid in respect of Your Use of Service, in addition to any other remedies available to Skrumble, Skrumble reserves the right to charge an administrative fee and late charges at a monthly compounded rate of 1.5% (19.56% per annum). Skrumble will review any disputed charge, provided You continue to pay the undisputed portion and subsequent invoices.
7.8 All of Skrumble’s rates, fees, pricing and features, except pricing during the term of a minimum commitment contract, are subject to change without notice. These fees and charges may change from time-to-time (except during the term of a minimum commitment contract). New pricing will be effective the next day following posting on our website and will be applied to renewals of existing subscriptions. If You would like confirmation of such terms before Using a Service, please verify with Skrumble’s website or contact Skrumble’s customer service at https://skrumble.com/contact-us/
7.9 Monthly and one-time fees and charges are exclusive of applicable taxes, including federal and provincial sales taxes.
8 PLAN FEATURES AND LIMITATIONS
8.1 The services attributes of our Plans, PSTN calling, messaging, storage and conferencing may, depending on your Plan, contain certain limitations. These limitations are monthly usage limitations (“Monthly Limitations”) and service limitations (“Service Limitations”). For example, the Free Plan provides for only a limited number of conferences per month – a Monthly Limitation – and the Basic Plan does not include PSTN calling – a Service Limitation.
8.2 In the event, that You reach your Monthly Limitation prior to the end of the billing month, You may purchase Additional Services through your Skrumble Wallet.
8.3 Usage charges for all PSTN Calls will be billed individually in six second increments, subject to a one minute minimum charge per call. Any fraction of an increment will be rounded to the next highest increment. Call timing will be determined conclusively by Skrumble’s network systems.
9 LICENSE RESTRICTIONS
9.1 Except as otherwise provided in these Terms, You shall not (i) make any modifications, or improvements to, or derivative works of the Software; (ii) reverse engineer, decompile or otherwise attempt to derive the source code, underlying ideas, algorithms, structure of organization of the Software; (iii) resell, sell, export, transfer, distribute, market, and/or sublicense the Software; or (iv) otherwise use the Software except as authorized pursuant to the App Licence.
9.2 You may not use or otherwise export or re-export the Software except as authorized by Canadian and American law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any United States embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specialty Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software and Service for any purposes prohibited by Canadian or United State law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
10 FAIR USE POLICY
10.1 Unusually high usage of the Service attributable to an individual Account may impact Skrumble’s ability to provide the Service and/or indicate misuse of the Service. Accordingly, your use of the Service are subject to Skrumble’s Fair Use Policy, https://skrumble.com/legal/fair-use/, which are incorporated and form part of these Terms.
10.2 If for any reason Skrumble reasonably suspects that you are not acting in accordance with the Fair Use Policy, Skrumble reserves the right to impose further charges or suspend or disconnect your Account.
11 SPECIAL TERMS AND CONDITIONS RELATED TO SERVICES
11.1 Messaging. Messaging shall include but is not limited to Short Message Service (SMS), Multimedia Messaging Service (MMS), Skrumble messaging (messaging between two or more Skrumble users), web messaging via widget or any combination. MMS messaging is not available for toll free numbers and therefore sending and/or receiving MMS messages from a toll free number is not supported. MMS messaging is only available for US and Canada numbers. MMS messages addressed to or originating from international numbers (outside of the U.S. and Canada) is not supported. MMS type messages sent to an international number (outside of the U.S. and Canada) shall be delivered as an international SMS message and will incur charges related to sending international SMS messages. The delivery and receipt of messages, including but not limited to SMS, MMS, and Skrumble messaging, are based on a number of factors (including but not limited to external operator reach, operator support of that service, etc.) and therefore Skrumble makes no guarantee that messages shall be delivered and/or received.
11.2 P2P Messaging. Service plans provide unlimited messaging to other Skrumble Users. Skrumble Service plans with no stated messaging limits, or those that claim “unlimited messaging” are virtually unlimited, based on typical use per month as determined by Skrumble. In order to prevent misuse of the Service beyond its intended and customary use (e.g., bulk messaging or “spamming”), Skrumble reserves the right to suspend messaging capabilities of any account Skrumble identiﬁes as Service misuse and/or suspend and/or cancel the account with no prior notiﬁcation or warning. Skrumble reserves the right to remove from Service any unique name associated with the the Service URL that Skrumble identiﬁes as inappropriate, offensive or potentially misleading or fraudulent.
11.3 Outbound PSTN Calling: The Pro Plan includes 1000 minutes of outbound North American Calls. After using these minutes, to continue to make outbound North American Calls, you must either purchase additional minutes through your Skrumble Wallet or purchase an add-on Plan (e.g. unlimited North American Calls).
11.4 0+ or Operator Assisted Calling: The Service does not support 0+ or operator assisted calling, including without limitation, collect calls, third party billing calls, 900, calling card calls or dial around calls. Our Service may not support 310, 311, 511 and other x11 services in one or more service areas.
11.5 No Directory Listing. The Numbers from Skrumble will not be listed in any telephone directories. However, any phone numbers you transfer from your local phone company may be listed.
12 TERMINATION BY SKRUMBLE
12.1 Skrumble may suspend or terminate Service, without any liability to You whatsoever, if You (or other User, as may be applicable): fail to pay Your Account that is past due; harass, threaten or otherwise act unreasonably towards Skrumble, its employees or agents; are in breach of these Terms (including if You are in contravention of section 3 of these Terms (Acceptable Use) or violate our Fair Use Policy); Use the Service so as to prevent fair and proportionate use by others; Use the Service contrary to law, public policy or decency standards or reasonable Usage policies instituted from time to time by Skrumble; charge or allow others to charge any other person for the Use of the Service without Skrumble’s prior written agreement; alter or otherwise interfere with Skrumble’s facilities, equipment, network or connections or Use the Service in a prohibited, unlawful, or improper manner, including but not limited to, permitting fraudulent use.
12.2 Prior to suspension or termination, Skrumble will make reasonable efforts to provide You with advance notice, stating the reason for the proposed suspension or termination, the amount owing (if any) and any notice period, determined in Skrumble’s reasonable discretion, during which You will have the opportunity to rectify the reason for proposed suspension or termination.
12.3 Notwithstanding anything contained herein to the contrary, Skrumble will not provide notice of a proposed suspension or termination:
- a) where immediate action must be taken to protect Skrumble’s facilities, equipment, Software, network or connections, to protect the safety or security of others (including protection against abusive behaviour), to stop the commission of any offence (including fraud), or to ensure compliance with any law, court order or other legal requirement;
- b) where Skrumble reasonably believes that extreme circumstances exist, or that there is an abnormal risk of loss involved in delaying the suspension or termination;
- c) in an emergency situation;
- d) your breach of any material terms (including license restrictions) of these Terms;
- e) if you have not used your Account for more than a one (1) year period (in which case any funds remaining on your Account will be forfeit); or
- f) where Skrumble has made reasonable efforts to provide you with advance notice in accordance with the second paragraph above, but was unable to do so.
12.4 A suspension or termination will not affect your obligation to pay any amounts owed to Skrumble either during or after the suspension or termination, including the full month’s charges for the month where your Service is suspended or terminated.
13 TERMINATION BY YOU
13.1 Skrumble permits You to terminate Your Service at any time by contacting Skrumble via e-mail at https://skrumble.com/contact-us. Termination is effective thirty days from the date you provide Skrumble notice and You will be charged all applicable charges up to and including the effective date of cancellation.
13.2 For Paid Plans, Skrumble offers a free 14-day trial period beginning from the Sign Up Date (the “Trial Period”). Notwithstanding the above, You may cancel the Service anytime, by providing written notice to Skrumble, during the Trial Period without penalty and without incurring any charges. Should you not cancel the Service during the Trial Period you will be billed immediately following the end of the Trial Period and thereafter, for monthly Paid Plans, thirty days from the Sign Up Date.
13.3 In addition, should You have signed up for a minimum commitment contract, should You cancel the Service prior to the end of the commitment period, except as otherwise provided in these Terms, You will be required to pay to Skrumble as liquidated damages, and not as a penalty, an amount which is equal to the monthly recurring charge for each of the Service, multiplied by the number of months remaining in the minimum commitment period. The foregoing and all other fees and charges owing will be immediately due and payable.
14 EMERGENCY CALLS – 911 DIALING
14.1 You acknowledge and understand that Skrumble 911 dialing is different than traditional 911 service. Prior to using the Service, You shall review and accept Skrumble’s 911 Disclosure. Your Service will not be activated until Skrumble receives an affirmative acknowledgement that You have read, understand and accept Skrumble’s 911 Disclosure.
15 CHANGES, MODIFICATIONS OR TERMINATION OF PLANS OR PLAN FEATURES
15.1 Without incurring liability, Skrumble may at any time and without notice to You, change, modify or terminate any Plan or Plan features, in whole or in part (including the rates or charges). In the event of any such change or modification, You will be responsible for paying all charges incurred for the use of such Service despite the change or modification, both before and after the date of change. In the event of a termination of a Plan or Plan feature, You will be responsible for paying all charges incurred up to the applicable termination date.
16 CUSTOMER CONFIDENTIALITY
16.1 Unless You consent in writing, or disclosure is pursuant to a legal power, all information kept by Skrumble about you, other than your name, address and telephone number, is confidential and may not be disclosed by Skrumble to anyone other than: i) to You; ii) a person who, in the reasonable judgment of Skrumble, is seeking the information as your agent; iii) another company involved in supplying the Service provided the information is required for the efficient and cost-effective provision of Service and disclosure is made on a confidential basis with the information to be used only for that purpose; or iv) disclosure pursuant to a requirement or request of a government agency, subpoena or other legal proceeding, or disclosure required by law.
17 NUMBER PORTING
17.1 General. Skrumble transfers (ports) Canadian and U.S. telephone numbers in accordance with applicable telecommunications regulator rules and industry standards. Speciﬁc information is required for a port request. You may be required to provide such information in order for Skrumble to complete your port request. One-time fees and charges may be associated with porting requests. Such charges will be disclosed on our website.
17.2 Inbound Porting Policy. You must keep your previous service active in order to port your number to Skrumble. You must check to see if your number can be ported into Skrumble’s Service. You can do this by ﬁlling out a port request which can be obtained from Skrumble’s customer service department. A port request provides Skrumble the authorization to determine if your telephone number can be ported into our Service. Some numbers cannot be ported and, therefore, are not be available with our Service.
17.3 If your number can be ported, you will be directed to ﬁll out an online Letter of Authorization (“LOA”) and submit proof of ownership of the speciﬁc number. If you do not ﬁll out the information in the port request and LOA completely, your porting request will be delayed. Most service providers allow digital signatures for port requests; however, some service providers require a handwritten signature to port your number. If your previous provider requires a handwritten signature, Skrumble will notify you of this requirement and you will be required to fax or email Us a signed copy of your LOA. To initiate a port request the following information must be provided. A bill and LOA to verify your customer and account information including: (i) the number(s) you are asking the port, (ii) your name, and (iii) your address, including both the billing and service address.
17.4 Outbound Porting Policy. You must provide notice and conﬁrmation to Skrumble if you wish to cancel your Service. You will be continued to be billed if you port your number but do not cancel your Service with Skrumble.
17.5 Your subscription must be active in order for you to port your telephone number to a new provider. Skrumble cannot guarantee that your telephone number, including toll free numbers or conferencing numbers. will be available for porting. You cannot port out any Skrumble telephone numbers assigned to you for the purposes of resale – such activitiy is strictly prohibited.
18 TELEPHONE NUMBERS
18.1 You agree that, by obtaining the Service, You do not acquire any ownership interest, intellectual property right, right of control, right to port or other interest of any kind in any facility, service, equipment, Number or code associated with the Service, including without limitation any toll free number and/or conference number.
18.2 Skrumble reserves the right to change the Number assigned to You, including any conference number. Skrumble will provide notice of such change to you indicating the date of such change.
19 THIRD PARTY SERVICES
19.1 You acknowledge that the use of the Service is dependent upon services of third parties, including but not limited to international carriers, local termination partners and your local telecom and mobile operator (“Provider”). You acknowledge and agree that the Service provided by Skrumble are not a traditional mobile or fixed line telephone service or a replacement for your primary telephone service. Some Providers may prohibit or restrict the use of Voice over Internet Protocol (“VoIP”) functionality or other features of the Service, and may also impose additional fees in connection with the use of the Service. You are solely responsible for verifying with your mobile operator (or any other Provider that you are using in relation to the use of the Service) that the use of the Service is permitted in accordance with any contractual obligations you may have with that Provider, and also to check and pay for such imposed additional fees. Note that, as soon as your call is connected to a telephone number provided by Skrumble, the call may be charged by your Provider, regardless of whether you are connected to the receiver of the call or not (i.e. even if the line is busy).
19.2 You acknowledge and understand that the Service provided by Us are not a traditional mobile or fixed line telephone service or a replacement for your primary telephone service.
20 JURISDICTIONAL RESTRICTIONS
20.1 If You reside in a jurisdiction where it is prohibited by law to offer or use Internet telephony or other aspects of the Service, You shall not use the Service in such jurisdictions(s). It is your responsibility to ensure that You are legally allowed to use the Service where You or your Users are located.
21.1 You agree to notify Skrumble immediately, by sending an e-mail to email@example.com, if You become aware at any time that Your Service is being stolen or fraudulently, improperly or unlawfully used. Failure to do so in a timely manner may result in the termination of Your Service and additional charges to You.
22 SERVICE INTERRUPTION/MAINTENANCE
22.1 Skrumble may interrupt Your Service at any time for any duration of time, without any notice or liability, in order to install, repair, replace or to perform necessary maintenance on the telecommunications equipment, facilities or network, or for other technical reasons as may be required.
22.2 Skrumble does not guarantee uninterrupted operation of Service, or of its equipment, facilities, connections or network, or that there will not be delays, errors, defects or failures associated with the Service.
23 WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
Except as specifically provided in these Terms, Skrumble makes no representations or warranties of any kind in connection with the Service, Skrumble Content, Skrumble’s network, connections, equipment, facilities or service, as contemplated herein, whether written or oral, statutory, express or implied, including without limitation the warranty of merchantability and the warranty of fitness for a particular purpose or use, and all such representations, warranties, or conditions of any kind are, to the extent permitted by applicable law, hereby excluded.
You agree that Skrumble shall in no event be liable to you or any other person for any indirect, consequential, special, incidental, reliance or punitive damages, or for any lost profits of any kind or nature whatsoever, regardless of the foreseeability thereof, arising out of the provision of service or in any way arising out of these terms and any related agreements, whether in an action arising out of breach of contract, breach of warranty, delay, negligence, strict tort liability, patent or intellectual property matters or any other legal or equitable theory. However, in the event a court of competent jurisdiction finds Skrumble liable, your exclusive remedy and Skrumble’s sole liability for damages to you for any cause whatsoever regardless of form of action, including negligence, shall be for direct damages only and, except in the case of death, bodily injury and physical damage to property, wholly caused by Skrumble’s negligence, shall not exceed the amount of fifty dollars ($50.00 U.S.). The foregoing limitation will apply even if the above stated remedy fails of its essential purpose. No action or proceeding against Skrumble may be commenced more than one (1) year after the event giving rise to such claim. The provisions of this section shall survive termination of these terms.
Without limiting the generality of the foregoing, Skrumble is not liable for:
- a) any act or omission of any third party (including any other telephone company, Internet Service Provider, any connecting carrier or underlying carrier or other provider of connections, facilities, or service);
- b) You or a User’s conduct, acts or omissions, or the operation or failure of Your equipment or facilities;
- c) any event beyond the reasonable control of Skrumble including acts of God, inclement weather including but not limited to lightning, labour disputes, riots or civil disputes, war or armed conflict, any law, governmental order, decision or regulation, or order of any court of competent jurisdiction; or
- d) Skrumble’s failure, for any reason, to activate or have readily available Service on the activation date requested by or conveyed to or by You.
24 OTHER INDEMNIFICATION
In addition to any other indemnities in these Terms, You agree to indemnify, defend and hold Skrumble and its affiliates, and each of their shareholders, directors, officers, employees, agents, contractors, licensors and suppliers harmless from any against all claims, losses, expenses, damages and costs, including reasonable legal fees, resulting from any action, inaction or breach of these Terms by You or other Users. The provisions of this section will survive termination of these Terms.
25 SKRUMBLE INTELLECTUAL PROPERTY
25.1 Skrumble or its affiliates or licensors, as the case may be, are the exclusive owners of all names, trade-marks, tradenames, Skrumble Content, Software, service marks and any copyright material relating to the Service (“Intellectual Property”). Nothing in these Terms contemplates or creates permission of use of Intellectual Property for any marketing or advertisement by You or a transfer of license of Intellectual Property from Skrumble to You except as otherwise provided in these Terms.
26 FORCE MAJEURE
26.1 Other than with respect to payment, your and Skrumble’s obligations pursuant to these Terms will be suspended, pending resolution of any cause, event or proceeding reasonably outside of their control, provided You or Skrumble, as the case may be, pursue remediation of such impediment to the maximum extent possible with reasonable dispatch and effort.
27 JURISDICATION AND DISPUTES
27.1 These Terms and any related agreements will be governed in all respects by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein.
27.2 Notwithstanding anything to the contrary in these Terms, You irrevocably agree that all claims for monetary damages and disputes relating in any way to the performance, interpretation, validity or breach of these Terms will be referred to final and binding arbitration, in accordance with the following provisions: (a) a single arbitrator will be appointed by agreement between the parties within ten (10) days after either of them will have served notice on the other setting out the matters to be arbitrated upon. If the parties are unable to agree upon an arbitrator within the said ten (10) day period, then upon giving the requisite notice to the other, either party may apply to the Ontario Superior Court of Justice at Toronto for the appointment of an arbitrator; (b) the arbitration shall take place at the City of Toronto and the arbitrator shall fix the time and place in the City of Toronto for the purpose of hearing such evidence and representations as the parties may present, and subject to the provisions hereof, the decision of the arbitrator shall be final and binding upon the parties both in respect of procedure and the conduct of the parties during the proceedings and the final determination of the issues therein (c) the costs of the arbitration shall be borne by the parties as may be specified in the determination of the arbitrator; (d) insofar as they do not conflict with the provisions of this section, the Arbitrations Act (Ontario) shall be applicable to all arbitrations held under this section, and the arbitrator shall have jurisdiction to do all acts and make such orders as are provided therein; (e) the decision of the arbitrator pursuant to the provisions of this Section shall be final and binding upon the parties hereto and there shall be no appeal therefrom.
28.1 Any notice or other communication required by these Terms will be in writing and will be provided by personal delivery, by facsimile OR BY EMAIL to Skrumble or You as applicable, at the address or facsimile number provided by You. Notices delivered in person will be effective on the date of such delivery. Notices delivered by facsimile will be effective on the date of transmission provided printed proof of transmission is obtained. You may not assign, resell or transfer these Terms or the Service(s) to a third party without the prior written consent of Skrumble. These Terms will ensure to the benefit of, and be binding upon, the parties and your respective heirs, executors, administrators, successors and permitted assignees. Skrumble provides Service to You as an independent contractor and these Terms does not constitute or imply any partnership, joint venture, fiduciary relationship or other relationship between You and Skrumble. The provisions of these Terms may only be waived in writing signed by Skrumble. No failure by Skrumble to insist upon Your performance of any obligation in these Terms will constitute a waiver of the obligation. If any portion of these Terms is deemed invalid, illegal or unenforceable, it will not affect or impair the balance of the TOS, which will remain enforceable.
28.2 To contact Skrumble, contact our Customer Care Department, via email at firstname.lastname@example.org or by calling 1-888-898-8826.