Terms of Service

Welcome to CloudPhone11, provided by CloudPhone11 Communications, Inc. and its subsidiaries, affiliates and other related entities (“CloudPhone11,” “we,” “our,” or “us”). These CloudPhone11 Terms of Service (“Terms” or “Agreement”) govern your use of our software applications, architecture and platform (the “Software”) and systems and data facilities (the “Network”), as well as any other websites, subdomains, or services owned or controlled by CloudPhone11 that provide you with access to the Software, Network, and Mobile App (as defined below), if downloaded by you (collectively, the “Service”). To access the Service, you must at all times agree to and abide by these Terms.

These Terms constitute a legal contract between you, the representative who is authorized to legally bind a single company, organization, or entity (“you” or “Subscriber”) and CloudPhone11 regarding your use of the Service. For purposes of these Terms, “you” or “Subscriber” also refer to the Subscriber’s end users of the Service. CloudPhone11 may have different roles with respect to different types of end users of the Service, and “you” as used in these Terms will apply to the appropriate type of end user of the Service under the circumstances.

Please carefully read these Terms. By executing an Order (as defined below) for the Service, you signify that you have read, understood, and agree to be bound by the Terms, which hereby incorporate the following:

If you are using or opening an account with CloudPhone11 on behalf of a company, organization or other legal entity (collectively, the “Subscribing Organization”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind it to these Terms; (ii) have read and understand these Terms; and (iii) agree to these Terms on behalf of such Subscribing Organization.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

License Grant. Subject to the terms and conditions of these Terms, CloudPhone11 hereby grants to you a limited, personal, non-transferable and revocable license to access and use the Service in the manner contemplated by these Terms solely for your internal business purposes. You have no right to sub-license or resell the Service or any component thereof.
The CloudPhone11 Service and Features. Subject to these Terms, we agree to provide the Service. CloudPhone11 has no obligation to provide any services or perform any tasks not specifically set forth in these Terms, including any applicable Order. Pursuant to your Order, the Service consists of integrated hardware and/or software features (each a “Feature” and collectively, “Features”) that enable you to engage in various communication, management and other business activities, which may include phone systems; text messaging; scheduling; payment processing and merchant services (including CloudPhone11’s Text to Pay Feature); team communication and chat features; digital forms; call, payment and practice analytics; and marketing tools, as more fully described at http://www.CloudPhone11.com (the “Website”) and may be changed by CloudPhone11 from time to time. Certain Features have additional terms and conditions specific to your access and use of such Feature (each the “Feature Terms and Conditions”) that you agree to by entering an Order for such Feature(s). Each Feature Terms and Conditions, as amended from time to time, supplements these Terms and each such Feature Terms and Conditions (available at http://www.CloudPhone11.com /legal) is hereby incorporated by reference. If you use the Feature CloudPhone11 Payments, you are subject to the Payment Processing Service Terms. If you use the CloudPhone11 Phones/Voice over Internet Protocol (“VoIP”) Service, you are subject to the VoIP Service Terms. If you access and use the Service via a mobile device, you are subject to the Mobile App Terms. If you use the Feature CloudPhone11 Digital Forms Service, you are subject to the Digital Forms Service Terms. If any provision of these Terms expressly conflicts with any provision of a Feature Terms and Conditions, the conflicting terms in the Feature Terms and Conditions will control. If your Order conflicts with these Terms, your Order shall govern. All other terms and conditions of each agreement will remain in full force and effect. For the avoidance of doubt, any reference to the Service in these Terms includes the Features.
Third-Party Provider Agreements. In addition to these Terms, your relationship(s) with any of our third-party providers will be subject to separate terms and conditions applicable to each specific third-party provider (each, a “Provider Agreement”). A Provider Agreement, available upon request, supplements these Terms and is hereby incorporated by reference. If any provision of these Terms conflicts with any term of a Provider Agreement, the conflicting terms in the Provider Agreement will control with respect to the third-party provider’s products or services. Further, you will be subject to any additional guidelines or rules applicable to a specific Provider Agreement which may be included in the Provider Agreement or posted from time to time. All such guidelines are hereby incorporated by reference into these Terms. CLOUDPHONE11 MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD-PARTY PRODUCTS AND SERVICES. SUBSCRIBER’S USE OF THIRD-PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. CLOUDPHONE11 ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR DAMAGES INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD-PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER CLOUDPHONE11 IS A RESELLER OF, OR REFERRAL AGENT FOR, SUCH PRODUCT OR SERVICE.
Modification of the Terms. CloudPhone11 reserves the right, at its sole discretion, to change, supplement or remove all or part of these Terms, including any Feature Terms and Conditions, at any time. You agree to review these Terms periodically for changes. When we change the Terms in a material manner, we will update the “last modified” date at the top of this page and notify you that material changes have been made to these Terms. If any such revision is unacceptable to you, your only remedy is to terminate your CloudPhone11 Service. Your continued use of the Service following any revision to these Terms will mean you accept all of the updated terms and conditions.
Support. CloudPhone11 makes available web-based support at https://www.CloudPhone11.com and provides support services via email, chat and telephone, as further described on the CloudPhone11 Support webpage at https://www.CloudPhone11.com/support. Additional support services may be available to you upon payment of applicable fees (if any), as specified in any applicable Order. Any support services are subject to these Terms and CloudPhone11’s applicable support policies. CloudPhone11 may also provide onboarding, deployment and other services under this Agreement. The scope, pricing and other terms for these additional services will be set forth in the applicable Order. CloudPhone11’s ability to deliver the Service will depend on your reasonable and timely cooperation and the accuracy and completeness of any information from you needed to deliver the Service.
Data Processing. The Service allows you to submit, store, and access certain business data and other information related to you, your customers (“Customers”), or your business, including personal data (collectively, “Subscriber Data”). Providing our Service requires collecting and using your Subscriber Data. They also explain the ways you can control your information. You and CloudPhone11 agree that, as between Subscriber and CloudPhone11, you are the owner and controller of all Subscriber Data, and CloudPhone11 is the processor of the Subscriber Data.
1. Subscriber Data License Grant. By submitting Subscriber Data to CloudPhone11 or by otherwise providing CloudPhone11 with access to your Subscriber Data, you represent and warrant that you have all rights necessary to grant and hereby grant all rights and licenses to the Subscriber Data required for CloudPhone11 and its subcontractors and service providers to provide the Service. You agree that CloudPhone11 may collect, analyze, and use data derived from Subscriber Data. You further agree that CloudPhone11 will have the right, both during and after the Term (as defined below), to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated Subscriber Data. Except for the rights you grant in these Terms, as between the parties, you own all rights, title and interest (including all intellectual property rights) in and to your Subscriber Data.
2. Your Responsibilities for Subscriber Data. In connection with Subscriber Data, throughout the Term you hereby represent, warrant, and agree that: a) You have obtained the Subscriber Data lawfully, and the Subscriber Data does not and will not violate any Applicable Laws (as defined below) or any person or entity’s proprietary or intellectual property rights; b) The Subscriber Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the Network or Software used by CloudPhone11 or its subcontractors to provide the Service; c) All Subscriber Data has and will be collected by you in accordance with a privacy policy that permits CloudPhone11 to share, collect, use, and disclose such Subscriber Data as contemplated under these Terms, and if required by Applicable Law, pursuant to consents obtained by you to do each of the foregoing; d) You are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Subscriber Data provided hereunder; e) CloudPhone11 may exercise the rights in Subscriber Data granted hereunder without liability or cost to any third party; f) The Subscriber Data complies with the terms of this Agreement. For purposes of clarity, CloudPhone11 takes no responsibility and assumes no liability for any Subscriber Data, and you will be solely responsible for your Subscriber Data and the consequences of sharing it hereunder.
3. Use and Disclosure of Subscriber Data. CloudPhone11 will only use Subscriber Data to provide the Service to you, except with your prior written consent or as otherwise expressly permitted under this Agreement, the Privacy Policy or other such agreements you have entered with CloudPhone11. CloudPhone11 will not disclose Subscriber Data outside of CloudPhone11 except: a) as you direct or as required to provide the Service; b) to your third-party service providers as directed by you; c) to sub-processors as described in the section titled “Sub-processors”; d) as otherwise described in the BAA, the DPA, or the Privacy Policy; e) as required by Applicable Laws to which CloudPhone11 is subject.
4. Disclosure of Subscriber Data required under Applicable Laws. If CloudPhone11 is required to disclose Subscriber Data by Applicable Laws, then CloudPhone11 will promptly notify you unless prohibited by law. On receipt of any other third-party request for Subscriber Data, CloudPhone11 will promptly notify you unless prohibited by Applicable Laws, and CloudPhone11 will attempt to redirect the third party to request the Subscriber Data directly from you.
5. Requests by Data Subjects. Unless prohibited by law, CloudPhone11 will promptly notify you if a) CloudPhone11 receives a request from a data subject for access to the data subject’s own personal data, or for the rectification or erasure of such personal data; b) CloudPhone11 receives any other request or query from a data subject relating to the data subject’s own personal data; or c) a data subject exercises any rights under Applicable Privacy Laws. CloudPhone11 will assist you by providing appropriate technical and organizational measures, insofar as this is reasonably possible, for the fulfilment of your obligations to respond to such requests from a data subject. You agree to pay for assistance performed by CloudPhone11 at CloudPhone11’s then current fees for such services.
6. Location of Subscriber Data. We access, store and process Subscriber Data globally within CloudPhone11 and externally with our partners in accordance with our Privacy Policy, BAA, and DPA. Your information may, for example, be transferred or transmitted to, or stored and process in the Thailand or other countries outside of where you live for a) the purposes described in our Privacy Policy, BAA, and DPA; b) to provide the Service to you as set forth in these Terms; c) with your consent; d) as necessary to comply with Applicable Laws or a binding order of a Governmental Authority (such as a subpoena or court order).

A “Governmental Authority” is any governmental or regulatory authority, agency, commission or board of any federal, state, provincial, municipal or local government, legislature or parliament, or any court or, without limitation, any other law, regulation or rule-making entity having or purporting to have jurisdiction in the relevant circumstances. CloudPhone11 imposes controls and limits on the locations from which you may access Subscriber Data or to which you may move Subscriber Data. You may interconnect the Service with certain other services provided by third parties. CloudPhone11 imposes controls and limits on the locations from which those third parties may access Subscriber Data or to which they may move Subscriber Data.

CloudPhone11 Security Measures. CloudPhone11 will implement and maintain appropriate technical and organizational measures for the CloudPhone11 Network, as determined by CloudPhone11, designed to protect the security of Subscriber Data within the CloudPhone11 Network, including measures to protect Subscriber Data from unauthorized access, use, modification, deletion, loss or disclosure. CloudPhone11 will limit access to Subscriber Data to only those subcontractors and personnel who have a need to know. CloudPhone11 will ensure that its subcontractors and personnel authorized to access Subscriber Data are bound by appropriate obligations of confidentiality. For the avoidance of doubt, you are responsible for properly configuring and using the Service and taking your own steps to maintain appropriate security, protection, and backup of Subscriber Data outside of the CloudPhone11 Network.
CloudPhone11 Obligations on Occurrence of a Data Breach. If a Data Breach occurs: a) CloudPhone11 will notify you of the Data Breach without undue delay after CloudPhone11 discovers the Data Breach, and in any event within any notice period imposed under Applicable Privacy Laws; and b) on request from you, CloudPhone11 will use commercially reasonable efforts to provide you with such information as you may reasonably require to provide any notification that you are required to make under Applicable Privacy Laws. If any notification is required by Applicable Privacy Laws, Subscriber shall make such notification, at its own cost. If Applicable Privacy Laws require that CloudPhone11 make such notification, CloudPhone11 shall make such notification and Subscriber shall reimburse CloudPhone11 for all of the costs incurred by CloudPhone11 in providing that notification, except in cases where the Security Breach was solely and directly caused by CloudPhone11’s gross negligence or willful misconduct.
Sub-processors. You agree that CloudPhone11 may use sub-processors to provide the Service to you, to fulfill its contractual obligations under the BAA, the DPA and the Agreement, or to provide certain services on its behalf. CloudPhone11 will enter into a written agreement with each sub-processor permitting the sub-processor to access and use Subscriber Data only for the purpose of delivering the services CloudPhone11 has retained the sub-processor to provide and for no other purpose. CloudPhone11 will be liable for the acts and omissions of any sub-processors to the same extent as if the acts or omissions were performed by CloudPhone11.
Backups. CloudPhone11 will not be responsible for any backup, recovery or other steps required to ensure that Subscriber Data is recoverable in the case of data loss. You are solely responsible for backing up your Subscriber Data on a regular basis and taking appropriate steps to safeguard and ensure the integrity of your Subscriber Data. Except for requirements that are included in any BAA, DPA or Privacy Policy entered into between you and CloudPhone11, CloudPhone11 expressly disclaims all other obligations with respect to storage of Subscriber Data.
Changes in Applicable Privacy Laws. If there is a change in Applicable Privacy Laws that, in the opinion of CloudPhone11, may cause CloudPhone11 to incur unanticipated costs to comply or may cause CloudPhone11 to face adverse regulatory action, then CloudPhone11 will provide notice in writing to you. On receipt of such notice by you, the parties will negotiate in good faith to agree on a solution that will enable you to continue to use the Service and that will enable both you and CloudPhone11 to comply with all Applicable Privacy Laws. If the issue can be resolved by a commercially reasonable change to the Service or to the manner in which you use the Service, then the parties, acting reasonably and in good faith, will attempt to reach agreement on the nature of the change and, if the change will result in a material cost being incurred by CloudPhone11, the portion of that cost that will be borne by you. If the parties are unable to reach agreement within sixty (60) days after the commencement of such negotiations, then either party may terminate the Agreement by thirty (30) days’ notice in writing to the other party. Subject to the foregoing, the parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of Applicable Privacy Laws and any other Applicable Laws.
Definitions. Terms having a meaning defined in this Agreement will have the same meaning when used in this Section 6 unless the context otherwise requires, and the following terms will have the following meanings:

Subscriber Obligations. You acknowledge and agree to the following:
1. How You Use the Service.
  1. Subscriber Accounts. To use certain features of the Service, you must register for the Service and create an account (“Account”). When creating your Account, you agree to provide true, accurate, current, and complete information and to maintain and update your Account information as needed. You are responsible for implementing generally accepted security measures to protect your Account, including maintaining the confidentiality of your Account username and password and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your Account. You understand this means that you accept full liability and responsibility for your actions or the actions of anyone who uses the Service through your Account with or without your permission. If you have reason to believe that your Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your username, password, or any credit, debit or charge card number), you agree to immediately notify CloudPhone11. You may be liable for the losses incurred by CloudPhone11 or others due to any unauthorized use of your Account.
  2. Administrator Accounts. The person who first completes the Service registration on behalf of any Subscribing Organization is the initial “Administrator” for purposes of such Subscribing Organization’s use of the Service and exercises certain options to determine the level of access, privacy, and security for the Service related to the Subscribing Organization (“Administrator Account”). For example, the Administrator will determine who can be an authorized end user of the Service for the associated Subscribing Organization and the level of end user privileges. Each Administrator may designate other end users as additional and/or successor Administrators, each of whom hereby accepts Administrator responsibilities. Administrators are responsible for managing Accounts and assigning the appropriate level of privileges for each Account within your Subscribing Organization. Any person designated as the billing contact in the Service billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with all terms and conditions applicable to Accounts. You agree that you are solely responsible for managing your Accounts and terminating credentials and access for any end users no longer authorized by you to use the Service.
  3. System Access. You may choose to allow CloudPhone11 to automatically retrieve data from your system(s) or from systems or services provided by third parties on your behalf (collectively, the “Systems”). You hereby represent and warrant to CloudPhone11 that you have all necessary consents, rights, permissions and authority to allow CloudPhone11 to automatically access such System(s) and you hereby grant CloudPhone11 permission to access such System(s) and retrieve Subscriber Data therefrom by indicating the same within your Account. CloudPhone11 disclaims any and all liability associated with accessing and retrieving Subscriber Data from such System(s) on your or your Subscribing Organization’s behalf. In order to connect the Service with any third-party System to enable certain functionality of the Service, you hereby designate CloudPhone11 as your agent and attorney-in-fact in connection with such System access and further authorize CloudPhone11 to: a) store your Subscriber Data relating to such System; b) access such System using Subscriber Data you provide us; c) use any materials you provide us in order to provide you the Service; d) gather, transfer, handle and export from such System any Subscriber Data reasonably necessary for us to provide the Service to you; and/or e) otherwise take any action in connection with such System as is reasonably necessary for us to provide the Service to you. You agree that those third-party System providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. IF AT ANY TIME YOU DO NOT HAVE ALL NECESSARY CONSENTS, RIGHTS, PERMISSIONS, AND/OR AUTHORITY TO ALLOW CLOUDPHONE11 AUTOMATIC ACCESS TO SUCH SYSTEM(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR ACCOUNT OR ADMINISTRATOR ACCOUNT.
  4. Compliance with Laws. You are solely responsible for, and agree to use the CloudPhone11 Service, including all Features and functionalities, in accordance with all applicable federal, state, provincial, municipal or local government laws, statutes, rules, by-laws and regulations, and all applicable official rules, policies, notices, directives, orders, judgments and decrees of any Governmental Authority, as amended from time to time (together, “Applicable Laws”) including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, Canada’s Personal Information Protection and Electronic Documents Act and equivalent provincial private-sector privacy legislation, Canada’s provincial health information privacy laws, Canada’s Telecommunications Act and the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules, Canada’s anti-spam legislation, Quebec’s Charter of the French Language and all other Applicable Laws and regulations concerning privacy, telecommunications, telemarketing, call recording, language translation, and the sending of email, text, and fax messages. You covenant and warrant that you shall ensure that all communications that you make using the Service will comply with all such Applicable Laws.
  5. Consent to Send Texts, Emails, Fax, and Telephone Calls. Without limiting the generality of Section 7.1.4, you represent and warrant that you have obtained from the Customers that you contact or cause to be contacted through the Service, including by telephone, email, text or fax message, all consents required under Applicable Law. You further agree to accept and comply with requests from CloudPhone11 to provide documentation of customer consents, express or implied. You acknowledge and agree that you are solely in control of, and responsible for, the calls and email, text or fax messages you cause to be sent through the Service.
  6. Minimum Specifications and Internet Connectivity. You are solely responsible for and agree to obtain and maintain computing devices, software, and internet access required to operate the Service in accordance with the terms of this Agreement and Applicable Law. The proper operation of the Service requires underlying software and an internet connection meeting minimum specifications, available at CloudPhone11 has no obligation to provide full functionality of the Service if these minimum standards are not met.
2. Restrictions on Use and Unlawful Activity. The actions of Subscribers and individual end users can have an impact on the Service as a whole. Accordingly, when using the Service, you agree not to do any of the following, or permit any of your end users, employees, contractors, agents, representatives or any third party to:
  1. Use the Service:
    - For any purpose that is unlawful or is restricted by any Governmental Authority or is otherwise prohibited by these Terms;
    - In or for the benefit of any state, local, or federal governments, embassy, foreign consulate, or other foreign governments;
    - To upload or transmit any material or content that CloudPhone11 reasonably believes is offensive, inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person or entity; or
    - To upload or transmit any material or content that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech.
  2. Offer these types of services, products, or content:
    - Adult content and services, including but not limited to, pornography and other obscene materials (including literature, imagery and other media) depicting nudity or explicitly sexual acts; sites offering any sexually-related services such as prostitution, escorts, mail-order bride/spouse finders, international marriage brokers, pay-per view, adult live chat features; sexually oriented items (e.g., adult toys); adult video stores and sexually oriented massage parlors; gentleman’s clubs, topless bars, and strip clubs; sexually oriented dating services;
    - Sale of goods or services that are counterfeit or illegally imported or exported;
    - Gambling, contests or sweepstakes, lotteries, or internet gaming services or products;
    - Investment and credit services, including but not limited to, securities/stock brokers, broker-dealers, capital acquisition brokers, funding portals, investment advisors, and financial advisors; investment services; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; lending instruments, money transmitters and money services businesses; check cashing, wire transfers, money orders, currency exchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm; bankruptcy lawyers; and credit card and identity theft protection;
    - Any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; and payment facilitation;
    - Regulated or illegal products and services, including, but not limited to, cannabis dispensaries and related businesses; tobacco, e-cigarettes, and e-liquid; peptides and research chemicals; fake references or ID-providing services; age restricted goods or services; weapons, munitions, gunpowder, fireworks, and other explosives; toxic, flammable, radioactive materials; and online pharmacies or card-not-present pharmacy services;
    - Mugshot publication or pay-to-remove sites;
    - Get rich quick schemes;
    - Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; or products or services that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers;
    - Drug paraphernalia, including, but not limited to, substances designed to mimic illegal drugs; and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;
    - High-risk businesses, including, but not limited to, psychic services; essay mills; chain letters; medical benefit packages; telemedicine and telehealth services if dispensing or delivering prescription-only medication; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming and interference devices; prepaid phone cards; phone services; telemarketing; offering substantial rebates or special incentives as an inducement to purchase products or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing, subscriptions over one year; extended warranties; and list brokers or list rental services;
    - Government grants;
    - Twitter followers, Facebook likes, YouTube views, and other forms of social media activity and online traffic;
    - Cryptocurrencies, virtual currencies, and any digital assets related to an initial coin offering;
    - Video game or virtual world credits;
    - Nutraceuticals, pseudo-pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body, or make specific claims about weight loss or improved sexual performance;
    - Pyramid schemes and multi-level marketing; or
    - Services that support programmatically sending mail on behalf of third parties without creating or reviewing the content.
  3. Send spam or unsolicited calls or messages if such unsolicited activities could reasonably be expected to or do in fact provoke complaints (even if the messages themselves are not actually spam or unsolicited messages). You must be able to point to an opt-in form or show other evidence of consent, express or implied, for any bulk message you send;
  4. Conduct repetitive and/or continuous messaging or calling to the same destination or number if such activity could reasonably be expected to or in fact does provoke complaints;
  5. Send “junk mail,” “chain letters,” promotions of “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any message that encourages a recipient to forward the message to another recipient;
  6. Upload or transmit any material that was not created by you, provided for you to use, or that would violate anyone’s rights, including text, photos, graphics, and other content;
  7. Use any misleading or incorrect names, addresses, email addresses, telephone numbers, subject lines, or other information in the Service or in any communications created, managed, or sent using the Service;
  8. Conduct illegal robocalls;
  9. Set up multiple accounts for any person or entity in order to send similar content, unless you are part of a franchise or agency;
  10. Use the Service in any manner that in our sole discretion could damage, disable, overburden, impair, adversely affect, or impact the security of the Service;
  11. Attempt to gain unauthorized access to the Service, or any part of it, other Accounts, computer systems or networks connected to the Service, or any part of it, through misrepresentations, hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
  12. Modify, adapt, or translate the Service in any manner or form, or use modified versions of the Service, including, but not limited to, for the purpose of obtaining unauthorized access to the Service;
  13. Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service;
  14. Impersonate another person or access another end user’s Account without that end user’s permission or to violate any contractual or fiduciary relationships;
  15. Misrepresent the source, identity, or content of Subscriber Data;
  16. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  17. Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party; provide time sharing or similar services for any third party; or use the Service for any purpose other than your own internal business use in the Thailand or Canada;
  18. Access the Service if you are a direct competitor of CloudPhone11 or for any competitive purposes, except with CloudPhone11’s prior written consent; or
  19. Collect or harvest any personally identifiable information, including account names, from the Service.
3. Suspension of Service. You agree that CloudPhone11 may suspend all or any part of the Service immediately without notice if CloudPhone11 reasonably believes you are, or any activities conducted via or through the Service are: (a) in violation of these Terms or Applicable Laws; (b) your usage patterns or volumes are materially outside your regular usage patterns; and/or (c) you are not up to date on all amounts owed to CloudPhone11 hereunder.

If you have reason to believe that any of the restricted activities described in Section 7.2 have occurred, you agree to immediately notify CloudPhone11. You may be liable for the losses incurred by CloudPhone11 or others due to any unauthorized use of the Service through your Account.

Ownership; Proprietary Rights. The Service is owned and operated by CloudPhone11. The visual interfaces, graphics, design, compilation, information, computer code, products, Software, Network, and all other elements of the Service provided by CloudPhone11, but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of end users (including without limitation Subscriber Data) (collectively, the “CloudPhone11 Materials”) are protected by intellectual property laws and other Applicable Laws. Except for any technology licensed by CloudPhone11, which is owned by and provided by our third-party licensors, all CloudPhone11 Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the sole and exclusive property of CloudPhone11 or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to CloudPhone11 or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such CloudPhone11 Materials or the intellectual property rights therein or thereto. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the CloudPhone11 Materials.
Payment Terms; Charges and Taxes.
1. You are responsible for paying any applicable fees as set forth on your Order and applicable local, state, provincial, territorial, federal and other taxes or surcharges, including, but not limited to, any applicable Federal Universal Service Fund contributions, sales, goods and services, use, value-added taxes, and harmonized sales tax or provincial sales tax, associated with the Service and your use of the Service, in a timely manner with a valid payment method. To the extent CloudPhone11 is obligated to collect such taxes, the applicable tax will be added to your billing account. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by acceptable payment methods, which are limited to credit card or automated clearing house (ACH). You agree that we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, account number, routing number, or expiration date) and to notify CloudPhone11 if your selected payment method is cancelled (e.g., for loss or theft). All fees and charges are nonrefundable (and there are no credits), except: (a) as expressly set forth herein; and/or (b) as required by Applicable Law.
2. You are responsible for all charges incurred under your Account made by you or anyone who uses your Account. All costs for phone usage, including, without limitation, any domestic or international calls or text messages, made through or via the Service, are your responsibility and you agree to cover all such costs.
3. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Notwithstanding any other provision in these Terms or an applicable Order, your Account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences with CloudPhone11; provided, however, that such notice will not affect charges submitted before CloudPhone11 could reasonably act.
4. CloudPhone11 reserves the right to change the amount of, or basis for determining, any fees or charges for the Service we provide, and to institute new fees, charges, or terms effective upon prior notice to our customers. You will receive notice of any fee change at least thirty (30) days before the scheduled date of the change. Failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription for the Service. Fees are due in advance and are not refundable in whole or in part; provided, however, you agree that certain charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.
5. You acknowledge that your subscription to the Service is subject to automatic renewals. You consent to automatic renewal of the Service every month or such other time period as is agreed upon in your Order, and you accept responsibility for all related recurring charges to your applicable payment method without further authorization from you and without further notice, unless required by Applicable Law. You acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if there has been a change in the applicable fees.
6. There are no refunds for Service cancellations. For monthly subscriptions, you must cancel your subscription within the Service at least seven (7) business days prior to the first day of the next month to avoid being charged the renewal fee for such month. For all other subscriptions, such as annual subscriptions, you must cancel your subscription with CloudPhone11 at least seven (7) business days prior to the first day of the next subscription period to avoid being charged the renewal fee for such subscription period.
Term; Termination.
1. Term. Unless the applicable Order states otherwise, these Terms are effective upon the date you sign up for the Service, and shall remain in effect on a month-to-month basis (the “Term”) until one party notifies the other of its intent to terminate in accordance with Section 10.2 or Section 10.3, below.
2. Termination for Convenience. Except as prohibited by Applicable Law or as otherwise stated in applicable Feature Terms and Conditions, either party may terminate these Terms upon thirty (30) days’ advance written notice.
3. Termination for Cause. Either party may terminate these Terms upon thirty (30) days’ advance written notice if: (a) the other party has breached these Terms (including through non-payment of amounts owed hereunder) and has not cured such breach within such notice period; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, initiates or becomes subject to any proceeding under any bankruptcy or insolvency law, or has wound up or liquidated its business.
4. Effects of Termination. Upon termination of these Terms, Subscriber and all of its end users must cease use of the Service. All licenses granted shall immediately terminate and, if applicable, each party shall promptly cease all use of the other party’s logos and promptly cease representing itself as the customer or commercial service provider of the other, respectively. If any fees are outstanding, you shall pay such fees within thirty (30) days of the effective date of termination.
  1. Return of Supplied Hardware. Except as set forth herein or in a separate agreement with CloudPhone11, if and to the extent you have been provided any hardware by or on behalf of CloudPhone11 in connection with the Service (“Supplied Hardware”), then upon termination or the earlier request by CloudPhone11 you must return such Supplied Hardware to CloudPhone11 within ten (10) business days of such termination or request in accordance with CloudPhone11’s instructions or you will incur additional charges. Supplied Hardware must be in working condition taking into account normal wear and tear. If not, Subscriber will be billed applicable fees for lost or damaged Supplied Hardware. For all Supplied Hardware, applicable taxes and surcharges may apply. You are responsible for all costs of return shipping. For the avoidance of doubt, CloudPhone11 assumes no responsibility or liability surrounding the operation of, or your use of, any Supplied Hardware.
  2. Return or Deletion of Subscriber Data. On the expiry or termination of this Agreement for any reason, CloudPhone11 may retain Subscriber Data that is necessary for CloudPhone11 to continue its proper management and administration, to carry out its legal responsibilities or for other purposes described in the BAA, DPA or Privacy Policy, and CloudPhone11 will return to you or destroy the remaining Subscriber Data. CloudPhone11 will continue to comply with the terms of this Agreement, the BAA, the DPA, the Privacy Policy or other such agreement that you and CloudPhone11 have agreed to in writing, as to any Subscriber Data that CloudPhone11 retains for so long as CloudPhone11 retains that Subscriber Data, and CloudPhone11 will return to you or destroy the retained Subscriber Data when it is no longer needed.
Confidentiality. For purposes of these Terms, “Confidential Information” means any non-public information provided by one party to the other party that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure, including, without limitation, with respect to CloudPhone11, the CloudPhone11 Materials. Each party agrees that it shall take reasonable measures to protect against disclosure and unauthorized use of the Confidential Information of the other party; provided, however, that CloudPhone11 may disclose your Confidential Information to employees, contractors, advisors and service providers who are required to know such Confidential Information in order to perform the Service. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. Upon termination of these Terms, each party will either return or, at the disclosing party’s request, destroy the Confidential Information of the other party; provided however, that each party may retain copies of the other’s Confidential Information for routine backup and archival purposes. The obligations set forth in this Section shall not apply to any information to the extent that it required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure.
Warranty; Disclaimer.
1. CloudPhone11 Warranty. CloudPhone11 represents and warrants that it possesses sufficient rights, approvals, licenses, consents and permissions necessary to perform its obligations hereunder, subject to the grant of rights by you pursuant to the terms hereof, exercise its rights hereunder and to grant the licenses granted by it under these Terms.
2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND ANY THIRD-PARTY DATA, SOFTWARE, INCLUDING MOBILE SOFTWARE, SUPPLIED HARDWARE, CLOUDPHONE11 MATERIALS, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IS PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLOUDPHONE11, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CLOUDPHONE11, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLOUDPHONE11, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD PARTY OR SUBSCRIBER DATA, CLOUDPHONE11 MATERIAL, OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD PARTY OR END USER-PROVIDED INFORMATION, MATERIAL, OR DATA. CLOUDPHONE11 WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR SUBSCRIBER DATA.
Limitation of Liability.
1. CLOUDPHONE11 AND ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, AGGRAVATED OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, THIRD-PARTY CLAIMS, FAILURE TO REALIZE EXPECTED SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR CLOUDPHONE11 MATERIALS OR THE SERVICE, OR ANY OTHER INTERACTIONS WITH CLOUDPHONE11, EVEN IF CLOUDPHONE11 OR A CLOUDPHONE11 AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CLOUDPHONE11’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
2. THE TOTAL AGGREGATE LIABILITY OF CLOUDPHONE11 AND ALL OF ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS AND SUPPLIERS TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES OF EVERY NATURE AND KIND, INCLUDING LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE FIRST ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR $10,000, WHICHEVER IS GREATER.
3. YOU ACKNOWLEDGE AND AGREE THAT CLOUDPHONE11 HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CLOUDPHONE11.
Indemnification. You agree to defend, indemnify and hold harmless CloudPhone11 and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from or related to: a) any alleged or actual breach of any representation, warranty or covenant made by you under these Terms; b) violations of any Applicable Law, rule or regulation by you; c) any claim for damages that arise as a result of any of your Subscriber Data or any other data that are submitted via your account. You shall not, without the prior written consent of CloudPhone11, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such claim against CloudPhone11.
Governing Law; Arbitration; and Class Action/Jury Trial Waiver.
1. Governing Law. These Terms shall be governed by the internal substantive laws of the State of Utah, without respect to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the federal and state courts located in Salt Lake County, Utah for any actions arising in connection with these Terms and you irrevocably waive objection to the venue of any proceeding in such court or that such court constitutes an inappropriate forum. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CLOUDPHONE11. Notwithstanding Section 15.1 with respect to the substantive law, any arbitration conducted pursuant to the provisions of these Terms shall be governed by the Federal Arbitration Act. For any dispute with CloudPhone11, you agree to first contact us at legal@CloudPhone11.com and attempt to resolve the dispute with us informally. In the unlikely event that CloudPhone11 has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms or the Service, or the breach or alleged breach, enforcement, or interpretation or validity of these Terms, including the determination of the scope or applicability of this agreement to arbitrate (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Salt Lake County, Utah, unless you and CloudPhone11 agree otherwise.
3. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CLOUDPHONE11 ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Miscellaneous.
1. Remote Access. In certain instances, CloudPhone11 Support may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. CloudPhone11 disclaims any liability or responsibility for any damage or loss resulting from use of the remote access tool. In the event of any conflict between these Terms and information provided by CloudPhone11 Support or other portions of our Website, these Terms will control.
2. Pre-release Features. If any Feature is a pre-commercial release or beta version (“Pre-release Feature”), then this section applies. The Pre-release Feature is a pre-release version, does not represent a final product from CloudPhone11, and may contain bugs, errors, and other problems that could cause system or other failures and data loss and may only be used for testing purposes. CloudPhone11 may decide never to release commercially the Pre-release Feature. CloudPhone11 may alter features, licensing terms, or other characteristics of any version of the Pre-release Feature that it releases. If you received the Pre-release Feature pursuant to a separate written agreement (“Test Agreement”) for Pre-release Feature, your use of the Service is also governed by the Test Agreement. If there is a conflict between these Terms and the Test Agreement, the Test Agreement controls. You may not disclose, publish or disseminate any information regarding the Pre-release Feature to anyone, including but not limited to any new features or faults to any Internet forums. YOUR USE OF A PRE-RELEASE FEATURE IS AT YOUR OWN RISK. THE SECTIONS RELATED TO WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS ALSO APPLY TO THE PRE-RELEASE FEATURE.
3. Notices. We will send you information relating to your Account (e.g. payment authorizations, invoices, confirmation messages) and any notices under these Terms in electronic form, for example via emails to your email address provided during registration, or certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed to the contact identified in your most recent Order. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Additionally, you agree that any notices, agreements, disclosures or other communications that we send to you will be provided in the English language only. You will send any notices under these Terms in writing to CloudPhone11 either by e-mail to legal@CloudPhone11.com, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed .
4. Location of the Service. The Service is controlled and operated from our facilities in the Thailand . If you are a CloudPhone11 customer in Canada, the Service is being provided in part by our Canadian operations through an agreement with our operations in the Thailand . CloudPhone11 makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the Thailand and Canada. The Service is subject to Thailand export laws and regulations and may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the Thailand . In addition, the Service may be subject to the import and export laws of other countries. You agree to comply with all Thailand , Canadian, and foreign laws related to the use of the Service. You may not use the Service if you are a resident of a country embargoed by the Thailand or are a foreign person or entity blocked or denied by the Thailand or Canadian government. You acknowledge and agree that CloudPhone11 may suspend all or any part of the Service immediately without notice if CloudPhone11 reasonably believes you are accessing or using the Service in locations outside of the Thailand and Canada. You also acknowledge that Subscriber Data may be accessed, stored or processed in the Thailand or other countries outside of where you live, and that it may be accessible to law enforcement and national security authorities of the Thailand and other countries.
5. Feedback. You may provide feedback to CloudPhone11 concerning the functionality and performance of the Service including, without limitation, identifying potential errors and improvements (“Feedback”). CloudPhone11 may use Feedback to improve or enhance its products and services, however, CloudPhone11 will not be obligated to implement any suggestions or correct any defects, bugs or errors in the Service identified in the Feedback or otherwise. Subscriber hereby assigns and agrees to assign to CloudPhone11 all right, title and interest worldwide in and to the Feedback, and all intellectual property rights therein, without any compensation to Subscriber.
6. Waiver. The failure of CloudPhone11 to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by CloudPhone11.
7. Severability. If any provision of these Terms, an Order, or any guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
8. Assignment. Your rights and obligations under these Terms, including the licenses granted and the right to receive the Service hereunder, may not be transferred or assigned by you to any other person, including by way of change of control, operation of law (including merger, amalgamation or share exchange), consolidation, sale of assets or otherwise, without the prior written consent of CloudPhone11. If CloudPhone11 elects to consent to any such transfer or assignment, CloudPhone11 will condition such consent on you and/or the transferee or assignee (including the entity surviving a change of control, a transfer or assignment by operation of law (including merger, amalgamation or share exchange), consolidation, asset sale or other assignment or transfer) providing to CloudPhone11 evidence of such transfer or assignment that CloudPhone11 may request (which may include any assignments, transfer agreements, bills of sale, purchase agreements, acquisition agreements, merger agreements, shareholder agreements, buy-sell agreements, partnership agreements, limited liability company agreements, operating agreements, stock or other ownership ledgers and/or stock/membership interest/unit certificates (including any cancelled certificates) and (b) the transferee or assignee confirming the terms of the Order. Each transferee or assignee to whom an transfer or assignment is made in accordance with this Section 16.9 will be bound by these Terms. CloudPhone11 may assign its rights and/or delegate its obligations hereunder without restriction.
9. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, the applicable provisions of Sections 3, 6.1, 8, 9, 10.4 (including 10.4.1 and 10.4.2), 12.2, 13, 14, 15, 16.3, and 16.5 through 16.13.
10. Headings. The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
11. Entire Agreement. These Terms, including the Feature Terms and Conditions and any other documents or agreements incorporated by reference, together with any Order, including any online order, agreed upon by you and CloudPhone11, constitutes the entire agreement between you and CloudPhone11 relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by CloudPhone11 as set forth in these Terms.
12. Claims. YOU AND CLOUDPHONE11 AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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