This Terms of Service Agreement ("Agreement") constitutes a legally binding contract between you and EmpireOne Contact Center, Inc. (hereinafter referred to as "EmpireOne" or "the Company"). The Agreement outlines the terms and conditions under which you may access and utilize the products and services offered by EmpireOne. By engaging with, or continuing to engage with, the Company's products and services, you expressly acknowledge and consent to be bound by the terms outlined in this Agreement.
In consideration of the fees associated with your chosen subscription plan, EmpireOne Contact Center, Inc. ("EmpireOne" or "the Company") agrees to provide you with its live call answering services ("Services"), as detailed in the confirmation email you received upon enrollment. This Agreement governs these Services and the terms specified in your selected plan. You commit to utilizing the Services exclusively for legitimate business or professional activities and to comply with EmpireOne's usage policies, which may be updated periodically. You also agree not to distribute, sublicense, or otherwise make the Services available to any third party without the prior written approval of EmpireOne. You acknowledge that specific features of the Services may be modified at the Company's discretion, with or without prior notice. You consent to prospective changes in your plan or pricing, effective upon written notification from EmpireOne. Furthermore, you acknowledge that the software and systems facilitating the delivery of the Services are the proprietary assets of EmpireOne and shall remain its exclusive property.
Upon successful registration, you will be issued unique login credentials, consisting of a username and password, to access EmpireOne's Services and associated features (collectively referred to as "Credentials"). You acknowledge that the safeguarding of these Credentials is your exclusive responsibility, and you grant EmpireOne the authority to grant access to the Services to anyone presenting these Credentials. EmpireOne may offer compatibility with various third-party products and services, some of which may necessitate separate login credentials. Should you opt to share such third-party credentials with EmpireOne, you hereby authorize the Company to utilize these credentials to access the corresponding accounts and any associated data in a manner that is reasonably related to the provision of EmpireOne's Services.
To effectively provide the Services, EmpireOne requires your consent to perform various actions related to the calls and messages managed on your behalf. By using our Services, you grant EmpireOne permission to:
You agree to promptly notify EmpireOne in writing should any of your provided email address(es) or telephone number(s) become ineligible for receiving call routing or message notifications. You acknowledge that until such notification is received, EmpireOne will continue to route calls and send information to the previously provided contact details.
You additionally agree that it is your sole responsibility to secure the aforementioned permissions from your employees, agents, or any other individuals who engage with the Services on your behalf. Likewise, you are obligated to obtain the same licenses from third parties who utilize or may potentially utilize the Services to communicate with you. You acknowledge that the onus of securing these permissions rests exclusively with you.
You agree to incur the monthly fees corresponding to your chosen subscription plan for each complete or partial month that this Agreement is active, in addition to any taxes, duties, or other legally mandated charges that you authorize EmpireOne to collect. Should your usage exceed the allocated minutes for a given month, additional charges will apply at the overage rate specified in your plan. You acknowledge that billing will occur in whole-minute increments, with any partial minutes rounded up to the nearest whole minute. Chargeable time encompasses all durations during which EmpireOne's agents are actively engaged in call answering or other tasks on your behalf, including but not limited to hold time and call forwarding.
Payment is due in full by the specified date on each monthly invoice you receive. You authorize EmpireOne to send invoices to the primary email address you provided at the time of registration and to promptly notify the Company in writing of any changes to your billing information. If you have enabled an automatic payment method, such as a credit card, ACH, or PayPal, you grant EmpireOne permission to charge the invoiced amount to your chosen payment method immediately upon invoice issuance. This authorization extends to any overage charges you may incur. You are responsible for promptly updating any changes to your payment information in writing. You affirm that you are the lawful owner of the payment method on record and are authorized to incur charges from EmpireOne.
This Agreement shall remain in effect month-to-month, commencing with a minimum term of 90 calendar days. Following the initial 90-day period, either party may terminate this Agreement for any reason or no reason upon providing written notice to the other party. Notwithstanding the above, EmpireOne reserves the right to unilaterally terminate this Agreement at its sole discretion if it determines that you have breached any terms of this Agreement or violated any of EmpireOne's usage policies, which may be updated occasionally.
It is expressly understood by both parties that certain clauses, specifically "DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION" and "MISCELLANEOUS," shall continue to be in effect even after the termination of this Agreement. Furthermore, the termination of this Agreement shall not be construed as a waiver of EmpireOne's rights to enforce any obligations that originated during the term of this Agreement.
Except as explicitly outlined in this Agreement, EmpireOne provides the Services on an "as-is" basis, inclusive of all faults, and disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability or fitness for a specific purpose. Specifically, and without limitation, EmpireOne makes no guarantees regarding its capacity to manage unexpected surges in call volumes, the error-free operation of the Services, or the uninterrupted availability of the Services.
EmpireOne's total liability for any claims arising from or related to this Agreement or the Services shall be capped, in aggregate, at the total amount you have paid to EmpireOne in the twelve (12) months preceding the event giving rise to such claims. EmpireOne shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to lost profits, business interruption, lost revenue, or loss of goodwill, under any legal theory including contract, tort, or strict liability.
You agree to indemnify, defend, and hold EmpireOne harmless from any claims, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from or related to any third-party or governmental actions against EmpireOne. This includes but is not limited to, claims or actions stemming from (1) any wrongful act or omission by you, your employees, or agents, including any breach of this Agreement, or (2) the manner in which you have instructed EmpireOne to access your Protected Health Information (PHI).
This Agreement supersedes all prior agreements between you and EmpireOne, in any form, and represents the complete and exclusive understanding between you and EmpireOne concerning the subject matter herein. You acknowledge that any inducements, promises, or representations that led you to enter into this Agreement are expressly contained within this document. In providing the Services, EmpireOne acts solely as an independent contractor; this Agreement does not establish any partnership, joint venture, fiduciary, or employment relationship between you and EmpireOne or its agents.
The Agreement is governed by the laws of the United States and the State of [Your State], excluding any conflict-of-law principles. Any disputes arising from this Agreement or your commercial relationship with EmpireOne will be resolved through binding arbitration in [Your State], under the Commercial Arbitration Rules of the American Arbitration Association. You agree that the arbitrator has full authority to resolve all aspects of any dispute, including arbitrability.
You further agree to waive any class, collective, or representative action claims against EmpireOne and to submit only your claims in arbitration. A failure by either party to enforce any term does not waive the right to enforce that or any other term in the future. Amendments or waivers to this Agreement must be in writing and approved by EmpireOne. Should any provision be found unenforceable, the remaining provisions will continue in full force. EmpireOne may assign this Agreement without notice, while you may not assign this Agreement without written consent from EmpireOne.
By choosing EmpireOne, you're opting for a service that values clarity, transparency, and the unique needs of each client, ensuring a seamless and beneficial partnership.
