Terms And Conditions

MY COUNTRY MOBILE SUBSCRIPTION SERVICES AGREEMENT

This Subscription Services Agreement (“Agreement”) governs the Customer’s use of the Service (as defined below). This Agreement is between the entity entering into this Agreement (“Customer”) and My Country Mobile (MCM), Inc. and its Affiliates (“My Country Mobile ”). MCM and Customer may be referred to herein inda “Party” or jointly as the “Parties.”

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING ACCEPTANCE, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. THE CUSTOMER REPRESENTATIVE ENTERING INTO THIS AGREEMENT REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT AND ITS TERMS. IF THE CUSTOMER REPRESENTATIVE DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE TO THESE TERMS, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

MCM and/or its affiliates and licensors own all versions of the MCM Subscription Services, related documentation, software and any pre-generally available updates, new versions and upgrades, if any (collectively, the “Service” or the “Services”), or has the right to license the use of the Service, and is willing to grant to Customer a limited license to access and use such Service, on the following terms. “Subscription Services” means the hosted service which packages web-based access and the right-to-use of the supported applications and associated reference, user and technical guides. Customers may not access the Service if it is  MCM’s direct competitor, except with MCM’s prior written consent.

The Agreement is effective between Customer and MCM as of Customer’s acceptance or when the Customer begins using the Service, whichever comes first. MCM may change the terms of the Agreement from time to time.

The terms of this Agreement supersede any term and all terms associated with any Customer purchase order issued for the Service(s) provision.

1. LICENSE.

Subject to the terms of this Agreement and the Restrictions on Use set forth below, MCM grants to Customer a worldwide, non-exclusive, non-sublicensable, and non-transferable limited license for End Users to access and use the Service in accordance with the terms of this Agreement. “End Users” means individuals (i) who are authorised by Customer to use and access the Service, and (ii) who have been assigned unique user identifications and passwords by Customer. The customer is responsible for End Users’ compliance with this Agreement.

2. TERM.

The license granted hereunder shall commence on the purchase date of the Service by the Customer and shall expire at the end of the period for which the Service is purchased. The Service may be cancelled anytime. The term is month to month unless otherwise agreed upon. The terms of this Agreement will automatically renew on a monthly calendar basis. If Customer elects to cancel Service at any time prior to the end of a given term, Customer is still responsible for any unbilled charges and/or fees to the end of such month, all of which become immediately due and payable.

3. SERVICES.

MCM provides the Services intended solely for business use, pursuant to the terms and conditions set forth in this Agreement. MCM may modify the Services upon thirty (30) days prior to written notice or earlier if required by any regulatory authority.

4. RESTRICTIONS ON USE.

1.

Attempt to contact emergency services. Please see 9. EMERGENCY SERVICES are below.

2.

Customer will be responsible for maintaining the confidentiality of the passwords assigned to Customer. The customer will immediately notify MCM if it becomes aware that a password is lost, stolen, disclosed to an unauthorised third party, or otherwise compromised. Customer will be responsible for any and all activities under Customer’s account and/or using Customer passwords. Customer will (i) use commercially reasonable efforts to prevent unauthorised access to, or use of, the Service, and notify MCM promptly of such unauthorized access or use, and (ii) comply with all applicable laws in using the Service.

3.

Customer is responsible for complying with all legal requirements, including applicable privacy laws and regulations, relating to the collection, use, processing and transfer of Customer Data. “Customer Data” means all electronic data or information submitted by the Customer to the Service. The customer acknowledges and consents that the Service provided may require Customer Data to be transferred to a country outside of the Customer’s country or the country where the Customer Data originated.

4.

MCM will create individual user accounts for its employees and contractors, if applicable, that have a legitimate business need to access Customer account(s) and/or Customer Data.

5. CHARGES AND PAYMENT TERMS.

1.

Charges and Fees.

During the term of this Agreement, for each month of Service, the Customer agrees to pay MCM the charges and fees according to the pricing as laid out at the time of purchase on the MCM website or the MCM online purchase portal and/or as agreed to in a quote executed by both parties at the time of purchase. If the Customer purchases an annual plan, then the Customer may be eligible for a discount. All annual plans mandate payment in advance for the full term.

In addition, all outbound calling rates will be applied based on the rate in effect at the time of use. Outbound calls via SIP Trunks will be billed as per the pricing schedule outlined under the “Outbound Rates” tab within the MCM online portal. The forwarding leg of Jetpack and Flex virtual numbers will be billed based on the country of forwarding and applicable rate schedule(s), which can be confirmed with your sales representative at the time of purchase.

2.

Payment Terms.

MCM shall invoice Customer for services on a Prepayment basis commencing at the start of Service (unless Customer subscribes to an annual plan. See 5.1.). The customer agrees to pay each invoice in full without deduction or offset of any kind within 7 business days of the invoice date. All payments shall be made in US dollars set forth on the invoice. All customer orders require prepayment. All online purchases require payment by credit card. Invoices are delivered to Customers by email only. Invoices are also available through our portal. For accounts set up with automatic credit card payments, the credit card will be charged for the amount of the invoice issued immediately when it is issued. 

3.

Billing Increments.

Each call processed through the Service shall be billed in 60-second initial and 60-second successive increments unless noted differently on the applicable MCM rate schedule(s), as amended by MCM from time to time.

4.

Cancellation Policy.

If the Customer cancels service prior to the expiration of the contract term, then the Customer will be responsible for payment of the remaining monthly service fees for that month. Termination of the Agreement does not relieve the Customer of its obligation to pay unpaid or accrued charges due. The customer is not eligible for a refund of any portion of unused Service fees due to early cancellation of Services.

5.

Final Charges.

The customer is responsible for and agrees to pay the full amount of the final month’s monthly recurring charges. Upon termination of Service, the Customer will be issued a prorated credit equal to the remaining amount of the current month’s recurring charges. Customers will also be charged a final instance of the monthly recurring charges for the cancelled services.

6.

Credit Limit.

Wholesale customers Credit limits are set for each Customer account. Wholesale Customers will receive multiple notifications if their account balance approaches their credit limit starting when their balance reaches eighty per cent (80%) of their credit limit. Service will be suspended if the account balance reaches the credit limit. Notwithstanding payment terms, the Customer acknowledges and agrees that they may have to make interim payments to avoid suspension of service in case the balance nears the credit limit prior to the monthly invoice being released.

7.

Fees.

a.

Late Fees.

MCM reserves the right to charge late payment fees which shall accrue interest at the rate of 1.5% of the unpaid balance of the service charges per month, or the maximum lawful rate under applicable law, whichever is less. Additionally, MCM will charge an administrative processing fee for late payments. The fee will be based on the amount of the invoice that is delinquent. 

b.

Credit Card Charge-Back & Returned Payment Fees.

MCM will charge Customer a $50.00 fee for all credit card charge-backs as well as for returned checks or any other bank returned payment.

c.

 There will be no  Admin Services Fee is assessed on every MCM customer to cover costs for invoice preparation, account management services, and general payment processing expenses.

8.

Rate Adjustment Schedule.

MCM reserves the right to adjust charges for and/or delete Service offerings to specific locations with 5 days prior written notice to the Customer. MCM may change or delete Service offerings to and in Mexico with 24 hours written notice.

9.

Taxes.

In addition to all fees and charges due hereunder, the Customer agrees to pay all use, excise, gross receipts, sales, withholding, VAT, and privileges taxes, and all duties, fees, surcharges or other taxes or similar governmental charges (other than general income or property tax), arising out of or related to the provision of the Services hereunder, whether the responsibility of or charged to MCM or to Customer (“Taxes”). MCM will invoice the Customer for any Taxes which MCM is required to pay. The customer may provide MCM with a valid tax exemption certificate that exempts the Customer, under applicable law, from taxes that would otherwise be due. In such case, MCM will not invoice the Customer for such Taxes unless otherwise required to do so by a taxing authority.

10.

Compliance Fee.

Included in the pricing structure is an administrative cost recovery fee for worldwide tax and regulatory compliance. This is referred to as the INTFEE. The INTFEE charge of 21.1% applies to monthly subscriptions and to call traffic.

11.

Billing Disputes.

The customer shall notify MCM of any billing discrepancies in writing and in reasonable detail within 30 days of the date of the invoice in question. Customers will be deemed to have waived billing disputes for which notice is received by MCM after such time. MCM shall respond to any notice of billing discrepancy within 30 days of receipt.

12.

Governing Law and Dispute Resolution.

A Party will provide written notice to the other Party of any controversy, dispute or claim arising out of or relating to this Agreement, or to the formation, interpretation, breach, termination, or validity thereof (the “Controversy”). The Parties shall engage in good faith negotiations to resolve the Controversy. Only if the Controversy is not resolved through good faith negotiations within 30 days of the sending of the written notice of the Controversy, it may be submitted to litigation or binding arbitration, in either state or federal court located in Singapore, Singapore and the laws of the singapore. shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Nothing in this Agreement shall be deemed as preventing either Party from seeking immediate injunctive relief from any court having jurisdiction over the Parties and the subject matter of the Controversy.

13.

Suspension of Service.

MCM reserves the right to proactively suspend all or a portion of Service: (i) immediately, if Customer, in breach of this Agreement, engages in activities that, in MCM’s sole discretion (acting reasonably), may disrupt or damage MCM’s network or facilities or Services; (ii) immediately, if MCM detects any fraudulent use of the Services and/or robo-dialer or calling card traffic is detected, whether directly or indirectly; (iii) upon 24 hours’ notice to Customer, if Customer’s account is inactive (passes no billable calls for sixty (60) consecutive days); (iv) upon 24 hours’ notice to Customer, if MCM requests identifying or other documentation from Customer for legal or regulatory purposes and Customer fails to provide appropriate documentation within a reasonable time (in MCM’s sole discretion); or (v) upon 24 hours’ notice to Customer, in the event of late payment by Customer. MCM will not be required to resume service until the Customer is current in all payments, including late fees and penalties, and has provided to MCM such additional assurance of the Customer’s ability to pay for Service, including a fee for reinstating Service, as MCM may require in its sole discretion. If the Customer fails to make such payment or rectify any of the conditions that caused the suspension within a reasonable period of time in MCM’s sole determination, MCM may cancel this Agreement with the same effect as if the Customer had requested termination under Section 2.

14.

30-Day Service Guarantee.

All Services include a 30 Day Service Guarantee. Customers may cancel Services at any time in the first 30 days for any reason if they are not satisfied with their solution. MCM will refund the invoiced monthly recurring charge (“MRC”) per number or per seat to the Customer if the Customer cancels within the first 30 days citing the 30-Day Service Guarantee. If Customer cancels during the first 30 days, Customer will be responsible for paying for any MCM-owned licenses and/or equipment, Number or minutes used, if applicable, in good working condition at their expense.

15.

Adding Services.

Additional Services can be purchased by the Customer’s authorized users, who by the Customer’s default authorization have the requisite binding authority to legally enter into the Agreement, through the MCM website, through the MCM online purchase portal or by calling their MCM account representative or customer service. Customer hereby authorizes those authorized users to (i) add Services to Customer’s MCM account; and (ii) commit Customer to pay for these services on a recurring monthly basis. Customer further authorizes MCM to obtain payment of Customer’s then-current statement balance from Customer each month from Customer’s current payment method in the account. The ability to purchase additional Services may be restricted or unavailable.

16.

Abuse Policy.

Customers may use the Services only for lawful purposes and the Services may not be used in violation of any operating rule, policy, or guideline set by MCM. Dialer / robocalling is not allowed. Calling card usage and applications are not allowed. MCM will cooperate with law enforcement if criminal activity is suspected. MCM may immediately suspend or terminate the Services if MCM reasonably believes such Service is used by Customer or any of its end users in a manner that (i) restricts or inhibits any person, whether a user of MCM or otherwise, in its use or enjoyment of MCM service or any other systems, services or products, or (ii) if MCM believes the Services are being used in an unlawful manner. MCM reserves the right to charge Customer $1,500 for each law enforcement action (LEA) against any Service provisioned by Customer or that of its End-User.

a.

Numbers.

Customer represents and warrants that Customer has all power and authority and has procured all rights and licenses necessary to use and text enable those phone numbers utilized for the Services without the consent of any third party.

b.

Disallowed Content.

Customer warrants that neither it nor its End-Users, if applicable, will order or port any phone number for the purposes of SPAM, abusive messaging, or in violation of applicable law and will not send, transmit or reply with any of the below disallowed content. Additionally, Customer acknowledges and agrees that MCM and its network operator providers reserve the right to block any and all of the following content:

17.

Rollover.

Any unused allotment of any Service such as minutes or messages does not carry over to the next or future billing cycle; unused allotments of any Service are forfeited.

6.

LEGAL COMPLIANCE; INDEMNIFICATION.

1.

Licenses and Legal Compliance.

The customer is solely responsible for complying with all rules, laws, and regulations regarding receipt and resale of the Services, if applicable, and for obtaining and maintaining all licenses, registrations, and approvals from any and all regulatory authorities required for its operation as a reseller of MCM’s Services, if applicable. The customer shall provide copies of all such licenses and registrations to MCM upon request and shall notify MCM within 24 hours of the revocation, suspension, or termination of any of them. Customer shall indemnify and hold MCM, its affiliates, directors, officers, employees, subsidiaries and suppliers harmless from all costs, fees, penalties, and damages, including without limitation, reasonable attorney’s fees, arising out of or resulting from Customer’s failure to comply with this paragraph. MCM may terminate this Agreement immediately at any time if the Customer fails to comply with these requirements.

2.

Resale of Service.

Customers may resell the Services to their own customers to the extent allowed by law, rule, or regulation. Customers may resell the Services (including its sales agents and representatives) only under its own name or trade name, using its own logos or marks, and may not use MCM’s trademarks, service marks, or trade names without MCM’s express written authority. Purchasers of the Service upon resale by Customer are referred to throughout this Agreement as “End-User(s)”.

3.

Recording.

Certain Services provide functionality that allows Customers to record audio and data shared during sessions. The customer is solely responsible for complying with all applicable laws in the relevant jurisdictions while using recording functionality, including obtaining the required consent and maintaining proof of consent. MCM disclaims all liability for Customer’s recording of audio or shared data, and Customer agrees to hold MCM harmless from damages or liabilities related to the recording of any audio or data. MCM may record or monitor some telephone calls, emails, chats, and any other communication between itself and the Customer for training, quality control and for troubleshooting purposes. Additionally, MCM retains the right and the Customer grants MCM the right to record calls and to capture telephonic details and the Customer’s use of the Services for quality control, troubleshooting and for MCM’s lawful business purpose.

4.

Fraudulent Calls.

Customer is responsible for and Customer shall indemnify and hold MCM harmless from all costs, expenses, claims, or actions arising out of or resulting from fraudulent calls of any nature, which may comprise a portion of the Service.

5.

Indemnification.

Customer agrees to forever indemnify and hold MCM, its affiliates, directors, officers, employees, subsidiaries, suppliers and any third party provider or operator of facilities used in the provision of the Service harmless from and against any and all claims, demands, suits, actions, losses, damages, liabilities, assessments, payments, or penalties, including court costs and reasonable attorney’s fees, which arise out of the installation, hook-up, maintenance or provision of the Service hereunder, including the resale or provision of such the Service to any End-User or other third party by Customer, or arising out of a breach by Customer of its obligations or representations under this Agreement.

7.

OTHER CUSTOMER OBLIGATIONS.

1.

End-User Responsibility.

If applicable, Customer shall be solely responsible for its End-Users, including solicitation, service, requests, creditworthiness, customer service, billing and collection, and shall indemnify and hold MCM harmless from all costs (including attorney’s fees) arising out of or resulting from these responsibilities.

2.

End-User Collections.

If applicable, neither Customer’s inability to collect from its End-Users, nor any agreement regarding billing adjustments granted End-Users, whether for adjustments for fraudulent charges, directory assistance or any other form of credit, shall relieve or absolve Customer to any extent of its obligation to pay MCM for the Services hereunder.

8.

DISCLAIMERS AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDY.

1.

MCM shall provide the Services in accordance with the terms and conditions of this Agreement. The customer agrees to notify MCM immediately upon interruption of Service and provide MCM with such information as may be necessary for MCM to restore the Service. THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. MCM, ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT ANY SERVICE WILL SATISFY THE CUSTOMER’S REQUIREMENT, THAT ANY SERVICE IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY SERVICE WILL BE UNINTERRUPTED. MCM DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, MADE WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT.

2.