These terms of service (which we’ll refer to as the “Agreement”) are a contract between you and Answer Nest LLC (which we’ll refer to below as just “Answer Nest”). Please read this Agreement carefully as it will govern your use of Answer Nest’s products and services as well as all other facets of your business relationship with Answer Nest. You accept all of the terms and conditions listed below by using Answer Nest’s products and/or services or by continuing to do so.
Answer Nest will provide you with its live call answering services (the “Services”) in exchange for the payments associated with the plan you’ve chosen, subject to this Agreement and the terms of the plan. In addition, you agree to follow Answer Nest’s policies for using the Services, which may change from time to time, and to only access and use them for legitimate business or professional purposes. You further agree that you will not, without Answer Nest’s prior written consent, sell, transfer, license, or otherwise make the Services available to any third party. You understand that specific Service features could occasionally change with or without prior notice. You accept that Answer Nest may modify your plan or pricing prospectively upon written notice. You acknowledge that Answer Nest’s proprietary systems and software are used to deliver the Services, and that they will always be Answer Nest’s sole property.
In order to access the Services and/or different features connected to the Services (such as the written messages that Answer Nest’s agents take on your behalf), you must first create credentials (a username and password) (your “Credentials”). You agree that it is your sole responsibility to protect your Credentials from unauthorized disclosure or use, and you give Answer Nest permission to grant anyone who presents your Credentials access to the Services. Answer Nest might provide integrations with numerous other goods and services, some of which call for separate login information. In the event that you give Answer Nest your login information for any other software or service, you hereby grant Answer Nest permission to use such information, as well as to access and use the associated account(s) and any data therein, for any purpose reasonably related to Answer Nest’s provision of the Services.
Answer Nest needs your consent to carry out specific actions with the calls and messages it manages on your behalf in order to provide the Services. As a result, you consent that Answer Nest may: (i) patch calls from third parties to you to the phone number(s) that you provide to Answer Nest for those purposes; (ii) create and maintain written records of messages from third parties to you that Answer Nest takes on your behalf; and (iii) send notifications that include the contents of and other information related to such messages to the email address(es) and/or phone number(s) that you provide to Answer Nest for those purposes. You acknowledge that Answer Nest will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes unless and until you notify Answer Nest in writing that any of your email address(es) or telephone number(s) should no longer receive them.
You additionally acknowledge that you are solely responsible for securing each of the aforementioned permissions from your agents, employees, and any other individuals who use or interact with the Services on your behalf. In a similar vein, if any third parties use or may use the Services to communicate with you, you agree to request each of the aforementioned permissions from them and acknowledge that it is your sole responsibility to do so.
BILLING AND PAYMENT
Payment for service use is required in advance monthly. You are responsible for making payments on time if paying by Bank ACH, Bank Wire, or Check. If paying by Credit or Debit Card, after your initial payment, Answer Nest will set up subsequent automatic monthly charges, unless you contact Answer Nest in writing to do otherwise. For payments over $3,000 or from customers outside of North America, you must pay by Bank ACH or Bank Wire. If payment is not received by a due date, Answer Nest reserves the right to suspend service until payment is received in full. Answer Nest also reserves the right to change pricing with a 30-day prior written notice to you. You have no obligation to continue using the services following an increase.
You will be charged for all additional minutes used during the month at the overage rate applicable to the plan you’ve chosen if you use more minutes than your monthly allotment. You agree that any partial minutes will be rounded up to the next whole minute and that you will only be charged in whole-minute increments. You further acknowledge that all time spent on hold and time spent patching a customer call forward by Answer Nest’s agents while they are answering calls or working on your behalf is included in the chargeable call time.
You acknowledge that each monthly invoice you receive from Answer Nest shall be paid in full by the due date indicated on the invoice. You agree to notify Answer Nest immediately and in writing of any changes to your primary email address or other billing information and to allow Answer Nest to send invoices to that address. You authorize Answer Nest to charge the amount of each of your monthly invoices to your credit card or through any other automatic payment method (such as ACH, PayPal, etc.) if you have given Answer Nest your credit card information or enabled any other automatic payment method. You also give Answer Nest permission to charge your credit card or another automatic payment method if you incur any overage fees. Any time your credit card number or other payment information changes, you agree to immediately notify Answer Nest in writing. You represent and warrant that Answer Nest may charge your credit card or the account linked to your automatic payment method only if you are the rightful owner of both.
TERM AND TERMINATION
Until it is terminated by either you or Answer Nest in accordance with this section, this Agreement will remain in effect on a month-to-month basis. This Agreement may be terminated at any time, for any reason, and with or without cause, with written notice to the other party. Despite the aforementioned, Answer Nest reserves the right to end this Agreement at any time if it determines that you have broken any of its policies regarding the use of the Services or this Agreement, as those guidelines may change from time to time. Despite the aforementioned, the parties expressly agree that the provisions of the following sections—”DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION” and “MISCELLANEOUS”—will remain in effect after this Agreement ends. They also agree that Answer Nest’s right to enforce any obligations that arose during the term of this Agreement will not be in any way affected by this termination.
ANSWER NEST PROVIDES THE SERVICES “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT. In particular, but without limiting the aforementioned, Answer Nest expressly disclaims any and all warranties to the effect that it will have enough resources to handle unexpected increases in call volume, that the Services will be error-free, or that they will run without delays or interruptions.
ANSWER NEST’S ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO ANSWER NEST OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL ANSWER NEST BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
You agree to indemnify, defend, and hold Answer Nest harmless from and against any and all claims, losses, demands, liabilities, fines, penalties, costs, and expenses sustained or incurred by Answer Nest as a result of, or in connection with, any third-party claim or cause of action brought by a governmental body against Answer Nest (including, but not limited to, all legal fees and costs incurred in defending against such claim or cause of action), where the claim or cause of action.
Except for terms describing the monthly fees, overage fees, and allotted monthly minutes associated with the plan you’ve chosen, this Agreement supersedes all prior agreements between you and Answer Nest, regardless of their format, and it constitutes the entire agreement between you and Answer Nest with regard to the subject matter of this Agreement. In providing the Services, Answer Nest shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and Answer Nest or any of Answer Nest’s employees, consultants, or agents. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partially induced you to enter into this Agreement are contained expressly herein.
The laws of the United States and the State of Florida, excluding those latter state’s rules regarding conflict of laws, will govern this Agreement and all claims relating in any way to your business relationship with Answer Nest. Any disagreement relating to this Agreement, a purported breach of it, or any other element of your business partnership with Answer Nest shall be resolved solely through binding arbitration to be held in Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association. You acknowledge that the arbitrator(s) in any such arbitration shall have complete authority to make decisions and render judgments on all issues pertaining to the dispute, including but not limited to the question of the dispute’s arbitrability. You further acknowledge and agree that I you will not bring any class, collective, or representative action against Answer Nest, in arbitration or otherwise, and (ii) in the event of a dispute, you will only bring your own, individual claim(s) to arbitration and will not attempt to speak for the interests of any third party.
Any party’s failure or delay in enforcing any provision of this Agreement shall not be construed as a waiver of that party’s right to subsequently enforce that provision or any other provision of this Agreement. Only a written document that is signed or otherwise approved by Answer Nest may amend or waive any of the terms of this Agreement. The provisions of this Agreement are severable, and if any provision is found to be invalid, unlawful, or unenforceable in any way, it shall be enforced to the fullest extent allowed, without affecting the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect. Without giving prior notice, Answer Nest may assign this Agreement. You recognize and agree that this Agreement confers specific and individual rights and obligations upon you, and that you may not assign this Agreement without Answer Nest’s prior written consent.