(a) Subject to your compliance with the terms and conditions of this Agreement, Telawport grants you a non-exclusive, revocable as outlined within this Agreement, worldwide, and non-transferable license to use the Telawport Web-Based Software consisting of Telawport’s proprietary online interactive media player for use on Telawport.com through which Telawport Customers (“TelawCLIENTS) can stream live video and audio content, collaborate in real-time via chat module, video and audio record ("TelawPORTAL") and any other web-based software (and related documentation) provided to a TelawCLIENT to use and access the Telawport Services, covered by this Agreement.

(b) The Service is subject to all the terms and conditions of the entire Agreement.

Please read the following important terms and conditions ("Terms of Service") carefully. Telawport, LLC. ("Telawport") provides our service through a website located at http://www.Telawport.com (the "Site") through which TelawCLIENTS (defined below) may access and use our online interactive video player and broadcast console and video and audio recording platform (collectively the "Telawport Services").

These Terms of Service govern your access to and use of the Site and Telawport Services. These Terms of Service are a legal agreement between you and Telawport and apply to you whether you are a TelawCLIENT or a visitor just browsing the Site (collectively, "Telawport Users"). These Terms of Service limit both parties’ liability and set forth specific obligations and rights, including allowing us to change, suspend or terminate your access to and use of the Site and Telawport Services.

a. In order to access the full range of features of the Site and Telawport Services, you will be required to create a Telawport account and become a "TelawCLIENT". To become a TelawCLIENT you must be at least 18 years of age.

b. When you register with Telawport and set up your Telawport account, you agree to provide Telawport with accurate and complete information. You agree to update your Telawport account information with any new information that may affect the operation of your Telawport account. You authorize Telawport, to make any inquiries we consider necessary or appropriate to verify your Telawport account information.

c. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use. 

d. You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding Telawport account information. You agree not to disclose your username and/or password to anyone. 

You agree that you are responsible for any and all activities or actions that occur under your Telawport account, whether or not you have authorized such activities or actions. You agree to immediately notify Telawport of any unauthorized use of your username, password or Telawport account, upon discovery of such usage.

a. License Grant. Subject to your compliance with the terms and conditions of these Terms of Service, Telawport grants you a non-exclusive, revocable and non-transferable license to use the Telawport Web-Based Software, without modification, solely to partake of the Telawport Services. Telawport reserves all rights in the Telawport Web-Based Software and Telawport Services not expressly granted to you in these Terms of Service.

b. Restrictions. You may not transfer, sublicense, lease, lend, rent or otherwise distribute the Telawport Web-Based Software to any third party or use it in any manner that is unlawful or inconsistent with these Terms of Service. Except as expressly specified in these Terms of Service, you may not: (i) copy or modify the Telawport Web-Based Software; or (ii) make the functionality of the Telawport Web-Based Software available to multiple users through any means, including, without limitation, sharing of username and password; by uploading the Telawport Web-Based Software to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services. You acknowledge and agree that portions of the Telawport Web-Based Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Telawport. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer the Telawport Web-Based Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. The Telawport Web-Based Software is licensed, not sold. Telawport owns all rights, title, and interest in and to the Telawport Web-Based Software, including all intellectual property rights therein. The Telawport Web-Based Software is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Telawport Web-Based Software or any backup copies thereof.

a. Definitions. Certain types of content are made available through the Site and Telawport Services. "Telawport Content" means, collectively, the text, data, graphics, images, Telawport trademarks and logos and other content made available through the Site and Telawport Services, including any technology or code making up a TelawPORTAL, excluding User Content. "User Content" means the video or audiovisual content, text, data, graphics, images, photos, hypertext links and any other content uploaded, transmitted or submitted by a TelawCLIENT in their individual TelawPORTAL.

b. User Content. As between you and Telawport, you retain all rights in your User Content.

c. Storage Limitations. You acknowledge and agree that Telawport may, at its option establish limits concerning User Content, including, without limitation, the maximum number of days that User Content will remain available via the Telawport Services or on the Site, the maximum size of any files that may be stored on or uploaded to the Site or Telawport Services and the maximum disk space that may be allotted to you for the storage of User Content on Telawport’s servers. Telawport will have no responsibility or liability for maintaining copies of User Content on our servers, and you are solely responsible for creating back-ups of your User Content.

d. Telawport Content. Telawport owns all right, title and interest, including all worldwide intellectual property rights in the Site, Telawport Services, Telawport Content and any other content made available through the Site or Telawport Services contained therein, other than User Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Telawport Services, Telawport Content, any other content made available through the Site or Telawport Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Telawport Services, Telawport Content or any other content made available through the Site or Telawport Services (other than your User Content).

e. Disclaimer. Telawport does not guarantee that any content (including without limitation Telawport Content or User Content) will be made available through the Site or Telawport Services, continuously or at all. WHILE Telawport IS UNDER NO OBLIGATION TO DO SO, Telawport reserves the right to remove and permanently delete any Content from the Site or Telawport services without notice, AND FOR ANY REASON Telawport DEEMS SUFFICIENT. Telawport does not have any obligation to monitor the User Content that is uploaded, posted, submitted or otherwise transmitted using the Site or Telawport Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Content or anything said, depicted or written by Telawport Customers, including, without limitation, any information obtained by using the Site or Telawport Services. Telawport does not endorse any User Content or any opinion, recommendation or advice expressed therein.

4. Marketing and Promotion. 

You acknowledge and agree that Telawport may use your Marks to identify you as a TelawCLIENT on our websites, client lists and press releases upon prior written consent by you. "Marks" means your trademarks, service marks, trade names and associated logos. Use of your Marks by Telawport will be in accordance with applicable law. Any and all goodwill resulting from Telawport’s use of your Marks will inure solely to your benefit. Regardless, you shall have the right to edit and pre-approve any of Telawport’s marketing or other materials that contain your name, trademarks, or logos or that of your parent, affiliates, or subsidiaries.

a. Fees

 

i. Service Fees. The Telawport Services can be purchased for a periodic service fee ("Periodic Service Fee"). All rates at which the Telawport Services may be purchased are located at https://telawport.com/pricing16830123 and are incorporated herein by reference. "Service Fees" as used herein means set up fees, services fees, bandwidth fees, and storage fees.

b. Payment. All Periodic Service Fees are billed 30 days from the date of sign up. All contract fees are billed yearly.

All Service Fees are non-refundable. You agree to pay Telawport for all charges at the prices then in effect for use of the Telawport Services by you or other persons (including your agents) using your Telawport account. 

ii. The Service Fees may include sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with your receipt or use of the Telawport Services.

c. Upgrading/Downgrading. Telawport Customers that wish to upgrade or downgrade their service plans can do so by contacting Telawport in writing. You may request an upgrade or downgrade at any time subject to the following terms and conditions:

i. Upgrading. - An upgrade is an increase in the number of accounts and/or broadcast channels. 

ii. Downgrading. - Telawport will not be liable to you or any third party for any downgrading and Telawport will have no obligation to maintain any information stored in our data centers related to your account which may become inaccessible thereafter or to forward any information to you or any third party. A downgrade is a decrease in the number of accounts and/or broadcast channels.

d. Bandwidth/Storage Fees – Each Telawport account includes unlimited number of meetings per month (maximum participants per meeting 100), 2 MP4 recordings in the cloud (up to 2 GB) and 1 GB content library space. To ensure you don’t exceed your allotted storage simply download video recordings to your own server once you finish the recording. Likewise, make sure you delete any content no longer needed in your content library. 

In the event you exceed either of these bandwidth/storage allotments on any account you have with Telawport, you agree to pay Telawport an additional $100 per month for cloud recordings and $100 per month for content library space. Failure to pay the costs associated with excess usage, recordings and storage for a period of 30 days will result in automatic suspension of your account(s).

a. Telawport reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Site or Telawport Services or to modify or terminate these Terms of Service upon reasonable notice to You. Modifications to these Terms of Service or any policies will be made in compliance with any notice requirements set forth in these Terms of Service. If any modification is not acceptable to you, your only recourse is to cease using the Site and Telawport Services and to seek a prorated refund of the yearly fee paid for services if such services have not yet been rendered. By continuing to use the Site or Telawport Services after Telawport has provided notice as to any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications.

b. Without limiting other remedies, Telawport may at any time and for any reason, including, but not limited to, violation of the terms and conditions of this Agreement and non-payment of Service Fees, suspend or terminate your Telawport account and refuse to provide access to the Site or Telawport Services. The Site, Telawport Services and access to a Telawport account are not available to temporarily or indefinitely suspended Telawport Customers. In addition, Telawport may notify authorities or take any actions it deems appropriate, without notice to you, if Telawport suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Telawport; or (ii) engaged in actions relating to or in the course of using the Site or Telawport Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Telawport Users, Telawport or any other third parties or the Site or Telawport Services. However, if termination is based on a decision by Telawport that is in no way related to your usage or that of any authorized user of your Telawport account, then you shall receive a prorated refund of the yearly fee paid for services which may not yet have been rendered.

c. You may terminate your Telawport account at any time and for any reason.  

d. Upon any termination your account will no longer be accessible. After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Telawport Services and all licenses and other rights granted to you by these Terms of Service will immediately cease. Notwithstanding the aforementioned, neither party will be liable to the other or any third party for termination of the Site, or Telawport Services, your Telawport account or termination of usage of all of the above. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE SITE OR TELAWPORT SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Telawport will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party. Any suspension, termination or cancellation will not affect your obligations to Telawport under these Terms of Service (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

7. Obligations for Telawport Users. 

The Site and Telawport Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site and Telawport Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site or Telawport Services:

a. Knowingly upload, post, submit or otherwise transmit: (i) any User Content to which you do not have the lawful right to copy, transmit and display (including any User Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Content); (ii) any User Content for which you do not have the consent or permission of each identifiable person in the User Content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Content) and such consent or permission is necessary; or (iii) any User Content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right or moral right or right of publicity);

b. Upload, post, submit or otherwise transmit any User Content that: (i) is unlawful, obscene, harmful, threatening, harassing, defamatory; (ii) is hateful, constitutes hate speech, contains objects or symbols of hate; (iii) invades the privacy of any third party; (iv) contains content related to bestiality, rape, incest, sex with graphic violence or degradation or constitutes child pornography or child erotica; (v) is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous; 

c. Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any content;

d. Use any meta tags or other hidden text or metadata utilizing a Telawport trademark or logo, URL or product name;

e. Upload, post, submit or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, "pyramid schemes" or any other form of unsolicited or unauthorized solicitation;

f. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Telawport Services to send altered, deceptive or false source-identifying information;

g. Upload, post, submit or otherwise transmit any User Content that contain software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Site;

h. Upload, post, submit or otherwise transmit any User Content that include code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Content that is unrelated to the immediate, aesthetic nature of the User Content;

i. Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at the Site, servers or networks connected to the Site, Telawport Services or the technical delivery systems of Telawport’s providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Telawport Services;

j. Attempt to probe, scan or test the vulnerability of any Telawport system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Telawport Services;

k. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Telawport Services;

l. Attempt to access, search or meta-search the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Telawport or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, Google Chrome or Opera), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;

m. Collect or store personal data about other Telawport Users without their permission;

n. Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;

o. Use the Site or Telawport Services in any manner not permitted by these Terms of Service; or

p. Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.

8. Indemnification. 

Both parties agree to defend, indemnify and hold the other party and its parent, affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) access to usage of the Site, Telawport Services and Telawport Content; (ii) User Content; (iii) violation of these Terms of Service; (iv) violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (v) any claim that any content posted to the Site or via the Telawport Services (including without limitation your User Content) caused damage to a third party, including, without limitation, claims that the User Content is infringing.

a. Warranty for Telawport Services. Telawport warrants that the Telawport Services will meet the following requirements:

Telawport will use commercially reasonable efforts to provide the Telawport Services to the Telawport Customer with an average of 95.9% availability for each calendar month. For purposes of the Terms of Service, "Availability" during any calendar month for the Telawport Services, refers to the Telawport Customer's ability to utilize the Telawport Services during such month, and is calculated as follows: x = (y - z)/y * 100%

Formula Definitions:

■ "x" is the Availability of the Telawport Services during such month;

■ "y" is the total number of hours in such month minus the number of hours during such month that the Telawport Customer is unable to utilize the Telawport Services because of (a) scheduled maintenance windows for the Telawport Services as to which the Telawport Customer has been notified by Telawport via email at the email address provided to Telawport by the Telawport Customer at least one week in advance thereof; (b) a Force Majeure Event; (c) non-performance of hardware, software, and other equipment that is not provided by Telawport or under control of Telawport for use in conjunction with Telawport Services (except as such non-performance is directly or indirectly caused by Telawport).

■ "z" is the number of hours in such month during which the Telawport Customer is unable to utilize the Telawport Services (other than for reasons in the definition of "y" above); provided that Telawport has been notified or is otherwise aware (or reasonably should be aware) of the TelawCLIENT’s inability to utilize the Telawport Services.

In the event that the Telawport Services do not meet certain Availability levels, as shown below, the amount of Service Fees payable by the Telawport Customer will be reduced by the following amounts:

A. If the average Availability of the Telawport Services is less than ninety five percent (95%) during any calendar month, the Telawport Customer will receive a credit to its account with Telawport of fifteen percent (15%) of that month’s Service Fees for the Telawport Services.

These remedies are the Telawport Customer’s sole remedy and Telawport's entire liability in the event of a Telawport’s failure to provide 95.9% Telawport Services Availability to Customer within the ranges of Availability described in part A above. However, if, at any time, Availability of the Telawport Services is found to be less than 70%, Customer may terminate its Telawport account and shall immediately receive a pro-rated refund of all payments made for services not yet rendered based on such unavailability. Customer must notify Telawport or otherwise make Telawport aware that the Telawport Customer is not able to use the Telawport Services for the remedies above to apply.

b. Disclaimer. Except as provided in Section 11(a) with regard to the Telawport services, THE SITE, TELAWPORT SERVICES, TELAWPORT CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR TELAWPORT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY OF ANY KIND. TELAWPORT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, TELAWPORT SERVICES, TELAWPORT CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR TELAWPORT SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, Telawport makes no representation or warranty that the Site, TELAWPORT SERVICES, TELAWPORT CONTENT or any OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR TELAWPORT SERVICES will be error free or THAT ANY ERRORS WILL BE CORRECTED. Some states or jurisdictions do not allow the exclusion of certain warranties, SO some of the above exclusions may not apply to you.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS PARENT, AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES PRINCIPALS AND/OR AGENTS BE LIABLE TO THE OTHER PARTY or any third-party FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE, TELAWPORT SERVICES, TELAWPORT CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR TELAWPORT SERVICES INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY TELAWPORT USER OR END USER, ONLINE OR OFFLINE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING WITH RESPECT TO THESE TERMS OF SERVICE WILL NOT EXCEED AN AMOUNT EQUIVALENT TO THE FEES CHARGED TO CUSTOMER BY TELAWPORT UNDER THIS SERVICE AGREEMENT. TELAWPORT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATING TO THE SITE, TELAWPORT SERVICES OR THE SCHEDULED OR UNSCHEDULED SERVICE INTERRUPTIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. Force Majeure. 

Each party will not be liable to the other by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, failure of the internet or extraordinary connectivity issues experienced by major telecommunications providers (each a "Force Majeure Event"). The affected party seeking to be excused from performance must provide notice to the other party of the Force Majeure Event and demonstrate a reasonable effort to mitigate the damage to the other party. Upon the occurrence of a Force Majeure Event, the affected party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and for such further period of time that Telawport may reasonably require to recover from the effects of such Force Majeure Event. Notwithstanding the foregoing, if the Force Majeure Event prevents performance by the affected party for more than 90 days, the other party may terminate this Service Agreement.

12. Notice; 

Consent to Electronic Notice. You consent to the use of (a) electronic means to complete these Terms of Service and to deliver any notices pursuant to these Terms of Service and (b) electronic records to store information related to these Terms of Service or your use of the Site or Telawport Services. Any notice or other communication to be given hereunder will be in writing and given (i) by Telawport via email (in each case to the address that you provide), (ii) a posting on the Site or (iii) by you via email to such other addresses as Telawport may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

13. Links to other Websites. 

The Site or Telawport Services may provide links to websites other than www.Telawport.com. Such links are provided for reference only, and Telawport neither controls such websites nor endorses any of the material on any such websites or any association with their operators. Telawport is not responsible for the activities or such sites, and has no liability to you for any harms, injuries or losses you might suffer as a result of using or accessing such websites.

14. Security. 

Telawport uses technical, administrative, and physical security measures to protect against the loss, misuse and alteration of data used or stored by our system. We provide each customer with a unique user name and password that must be entered each time a customer logs in to its account. Further, all broadcast channels are password protected. Telawport grants you complete control and you have the ability to change all passwords as you see fit and your broadcasts are only available for viewing to those you decide to invite to watch and participate. Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). Telawport does not receive, monitor nor control any contact information relating to those you decide to share your content with, including but not limited to the names and emails of those invited by you, and we do not monitor any aspect of your broadcasts. Therefore, invitation to your broadcasts and granting access to view is solely up to your discretion and control. All videos stored in your private portal are immediately available for download and deletion from our server. We recommend you download all videos to your server and delete videos from our servers once the broadcast is completed and the video is done converting. Since you have complete control of all password designation, control all your content and control who you invite to any broadcast, we cannot guarantee the use or access of your personal content or broadcasts. We strongly recommend you do not share your user name and passwords with any one other that those you wish to share your content and access your account. No data transmissions over the Internet are guaranteed to be completely secure. While we strive to protect your data from unauthorized use or disclosure, for reasons stated herein, Telawport cannot and does not warrant or guarantee the security of the data that you provide or store.

You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Telawport reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Telawport reserves the right to investigate suspected violations of these Terms of Use.

Telawport reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Telawport to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS TELAWPORT FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TELAWPORT DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TELAWPORT OR LAW ENFORCEMENT AUTHORITIES.

 

A Telawport user is responsible for paying all sums due to Telawport in connection with their monthly or yearly subscription in accordance with these Terms. The first fee payable in accordance with these Terms is due when the user account is set up and payment of the fees is a condition of access, and you have not canceled the automatic subscription with us. Every calendar month, your account will be charged the subscription fee plus applicable tax for the following month’s subscription, together with any other fees for the following month’s subscription plus any accumulated charges for the past period (collectively, “Fees”). Failure by the Telawport user to use any of the services available through the service provided by Telawport does not relieve the Telawport user of their payment obligations under these Terms. 

 

Potential users can pay by credit card or debit card. Payment details shall be collected by us through our secure financial data collection mechanism. You acknowledge and agree that we hold data relating to the transaction, including the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due. You further acknowledge and agree that payments are due on a recurring basis in accordance with the payment terms for the specific service purchased (unless the subscription is cancelled in accordance with these Terms) and therefore authorize the automatic payment collection terms applicable to that specific service (e.g., on a monthly basis and for a specific amount).  

 

IF YOU ARE A TELAWPORT USER WITH A MONTHLY SUBSCRIPTION AND YOU HAVE PROVIDED US WITH A VALID CREDIT OR DEBIT CARD NUMBER OR AN ALTERNATE PAYMENT METHOD, EACH PAYMENT WILL BE AUTOMATICALLY PROCESSED AT THE TIME OF YOUR DESIGNATED PAYMENT DATE (MONTHLY) AND WILL BE BILLED TO THE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR ENROLLMENT. IF YOU WISH TO CANCEL YOUR SUBSCRIPTION TO TELAWPORT, YOU MAY DO SO THROUGH YOUR ACCOUNT DASHBOARD OR BY EMAILING SUPPORT@TELAWPORT.COM AT LEAST TEN (10) DAYS BEFORE THE FIRST DAY OF YOUR NEXT SUBSCRIPTION MONTH.

Telawport reserves the right to immediately terminate a user’s account and/or service for any unpaid (in whole or part) period of the subscription (with or without notice). Termination of service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event Telawport starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided in Section 16 below. 

 

In addition to any Fees, Telawport may also charge applicable value added or other tax.

In order to prevent or limit irreparable injury to Telawport, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Telawport or a third-party, Telawport shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Dade County, Florida restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Telawport from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Dade County, Florida for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.  

Telawport may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Telawport’s (or its assigns’) express written consent.  This Agreement will be binding upon, enforceable by and inure to the benefit of Telawport’s successors and assigns.

 

All information communicated on the Website is considered an electronic communication. When you communicate with Telawport through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.  

 

 

You can review the most current version of the Terms at any time at https://www.clickfunnels.com/terms. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Statement or DPA by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.  

You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not resell, re-distribute, or export any product or service that you order from the Website. You further represent that Telawport has the right to rely upon all information provided to Telawport by you, and Telawport may contact you, your business, and any sub-accounts you create by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.

You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to you, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Telawport of the same within twenty-four (24) hours. Telawport, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Telawport without incurring any obligation or liability to you.  

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

These Terms, the Privacy Statement and DPA, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Telawport and governs your access to and use of the Website and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Telawport. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to this Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.

We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an email to support@telawport.com.

 

If you have any questions or inquiries concerning these Terms, you may contact Telawport by email at support@telawport.com, or by regular mail at Telawport, LLC, 6800 SW 40 Street, #355, Miami, FL 33155.