OPT EXCHANGE
TERMS AND CONDITIONS
These Terms and Conditions govern the relationship between MDF Holdings, LLC dba OPT Teleservices (“OPT”) and its customers (“Customer”). To the extent the Customer has entered into a contractual relationship with OPT, if there is a conflict between these Terms and Conditions and the contract, the contract shall govern. Where no such conflict exists, these Terms and Conditions shall be deemed part of the contractual obligations of Customer. The primary service provided by OPT will include leasing the use of Toll-Free Numbers (“TFNs”) to Customer (“Services”), potentially on a time and/or geographic limited basis. Some of these services may be provided by third parties and affiliates of OPT but arranged by OPT. By using the Services (including the services of its affiliates provided as part of the OPT relationship), you agree to the Terms and Conditions contained herein. These Terms and Conditions may be changed by OPT without notice. Your continued use of the Services after any such change in these Terms and Conditions shall constitute consent to the change.
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Customer understands that the continued provision of the Services by OPT requires Customer to be current with payments on the account. Customer will be billed quarterly in advance by OPT to the email address established by Customer. Invoiced amounts not paid in full by the due date will be considered delinquent and subject to immediate termination. It is Customer’s responsibility to maintain an accurate address on file with OPT. If Customer does not provide an accurate address, the failure of Customer to receive an invoice shall not relieve Customer of obligation to pay the invoice in a timely fashion.
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During the provision of the Services, OPT shall remain the customer of record of the TFNs and Customer shall have no interest in the TFNs after the termination of the Services. Customer shall pay charges related to these services when billed by OPT.
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Customer may also choose to use an independent RespOrg of its own choosing. At the termination of the Services, or the termination of Customer’s use of any of the TFNs, OPT shall revert the TFNs to the RespOrg of eTelOPT’s choosing. Customer will not interfere with such change of RespOrg and will cooperate with OPT if necessary to complete the change. OPT and the RespOrg will not be liable for any claim that arises out of arranging for of its acting as a RespOrg.
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The rates for Services are subject to change at any time, without notice. Customer should confirm current rates available from OPT.
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Customer shall comply with all laws, rules, regulations (collectively, “Laws”) pertaining to the Services. Without limiting and in addition to the foregoing, Customer shall comply with all Laws pertaining to its products and/or services. The Services may not be used for unlawful purposes and Customer agrees to comply with all applicable laws, regulations, or conventions including but not limited those related to data privacy, international communications, exportation of technical or personal data, junk fax and Do Not Call regulations. Customer is expressly prohibited from using the Services to transmit any unlawful, harmful, threatening, harassing, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, national or other law. Customer is solely responsible for the content of the messages transported through the Number.
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THE SERVICES OF OPT, INCLUDING, BUT NOT LIMITED TO, THE TFN, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND CUSTOMER’S USE THEREOF IS AT ITS OWN RISK. OPT DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING, but not limited to ANY WARRANTIES OF TITLE, MERCHANTABILITY, SERVICE QUALITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
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Customer will indemnify, defend and hold harmless OPT and/or its affiliates, and the affiliates’ officers, directors, consultants, contractors, agents, attorneys, and employees (collectively “Indemnitees”) from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with (i) the products and/or services of Customer, (ii) a breach of a contractual obligation or these Terms and Conditions by Customer, (iii) Content, and/or (iv) an act or omission by Customer. Customer is solely responsible for defending any Claims against an Indemnitee, subject to such Indemnitee’s right to participate with counsel of its own choosing, at its own expense. Notwithstanding the previous sentence, at the option of an Indemnitee, the Indemnitee may be solely responsible for defending any Claims, in which case thirty (30) days after receipt of invoice(s), Customer shall reimburse the Indemnitee for the defense. In any event, Customer is responsible for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against an Indemnitee, provided that Customer will not agree to any settlement that imposes any obligation or liability on an Indemnitee without the Indemnitee’s prior express written consent.
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OPT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, INTERRUPTION OF SERVICE, AND/OR ERRORS IN TRANSMISSION. OPT’s maximum liability for direct damages is limited to the amount paid by Customer to OPT for the Services for the ninety (90) days preceding the date of claim.
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The Services shall not transfer any rights or interests, including, but not limited to intellectual property rights, or the rights as customer of record to the Number to the Customer.
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All notices to OPT will be in writing, and delivered by overnight courier or mailed, first-class postage prepaid, or sent by facsimile with confirmation of transmission, to the recipients as set forth below:
OPT Teleservices, LLC
3183 E. Warm Springs, Suite 200
Las Vegas, NV 89120
Attn: President
Facsimile: 818-574-3449
Customer can also reach OPT via email at support@optteleservices.com, but such communications shall not be deemed legal notice.
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The Services shall be governed by and construed in accordance with Nevada law. Any controversy or claim between the parties arising out of or related to the Services shall be settled by arbitration before a single arbitrator under the then current rules of the American Arbitration Association (“AAA”) in Las Vegas, Nevada. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. Provided however, that OPT may, at its sole option, bring a collection suit for any unpaid amount owed by Customer, in any court in any state that has jurisdiction over Customer.
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If any provision of these Terms and Conditions or any underling agreement are made invalid or unenforceable for any reason, such invalidity will not affect the remainder of these Terms and Conditions, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar effect. OPT will have no liability by reason of any failure or delay in the provision of the Services on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond OPT’s reasonable control. OPT and the Customer are independent contractors and nothing will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the Parties. OPT’s provision of Services is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Customer may not assign, sublicense or transfer its right to receive the Services, in whole or in part, without, the prior written consent of OPT. OPT may assign, sublicense or transfer its provision of the Services, in whole or in part. Any assignment, transfer, or attempted assignment or transfer in violation of this provision will be void and of no force or effect.
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ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ANY SPECIFIC SERVICE OR PRODUCT MAY BE FOUND ON THE WEB SITE AND ARE INCORPORATED HEREIN AS IF FULLY SET FORTH FOR THAT SERVICE OR PRODUCT.
