1. AGREEMENT:

In this Agreement ‘you’ and ‘your’ refer to each customer(client). ‘We’, ‘us’ and ‘our’ refer to ip2ph and ‘services’ refer to ‘solutions’, ‘devices’, and ‘Plans’ provided by ip2ph.

This Agreement explains our respective obligations to each other for the service. By using the services under this Agreement, you acknowledge that you have read and agree to be bound by all the terms and conditions of this Agreement and any pertinent rules or policies that are or may be published / mailed by us.

Licensed User: Client including its employee, partner, student, member or other user entitled to bona fide access to the Service for reasons linked to the activities of the Client; in the case of a personal license the Client is the only person in whose favour the License is given;

Client: The person, company, organization, institution or other corporate body subscribing to the Service;

Card: Pre paid Internet telephony Calling Card;

Order Form: The initial document and any subsequent document, whether in paper or in electronic format, delivered from the client and accepted by the ip2ph indicating the Service required initially and subsequent changes to the Service required;

Software: All parts of any software and any electronic user interface provided by the ip2ph to the client in connection with the Service;

Start Date: The Date when the providing of service is started by ip2ph.

Subscription Fee: The fee payable by the client for use of the Service for the period indicated on the Order Form from the Start Date;

Usage Fee(s): the fees payable for usage of the Service as indicated on the Order Form.

3.1 This Agreement is a license agreement for the use of the Service by the Client and not an agreement for sale.

3.2 From the Start Date, ip2ph grants to the client a non-exclusive, non-transferable license to use the Service in accordance with this License and only for the legal purposes.

3.3 Where the Client makes acknowledgements, gives undertakings, or undertakes liabilities under this Agreement, it does so for itself and the Licensed users and where limitations or exclusions are imposed on the Client under this Agreement, the client accepts that these will bind both the client and the Licensed Users as if they were one entity. The Client warrants that it is authorized to agree to this Clause by the Licensed Users.

3.4 Where the client is a body other than an individual, the person accepting this Agreement represents that s/he is authorized by the client to accept this Agreement for and on behalf of the Client, and to bind the Client and Licensed Users thereby.

In the event of a charge back by a credit card company or dishonour of cheque / demand draft in connection with your payment of the registration or renewal fee, you acknowledge and agree that the 'ip2ph.com' can stop providing the services unless it receives the due payment along with the administrative charges. We will reinstate any such registration solely at our discretion, and subject to our receipt of the applicable registration, renewal or transfer fee.

5.1 Where access to the Database(s) is provided online the Service will normally be available 24 hours a day throughout the subscription period. The normal availability of the Service may be varied on occasions. The ip2ph reserves the right to suspend the Service temporarily and without notice for reasons beyond its control.

5.2 ip2ph reserves the right to make modifications or improvements to the Service and will make every reasonable effort to give the Client notice of such changes.

5.3 The ip2ph may allocate to the Client any necessary usernames and/or passwords, which control access to the Service. Only those usernames and/or passwords may be used by the Client to access the Service. ip2ph shall not be responsible if the Clients Pre paid card is misused by unauthorized persons. Client shall take adequate steps to ensure that the cards are not misused.

5.4 The Client shall pay for all usage of the Service(s) provided online which accrues under usernames and/or passwords allocated to the Client. Responsibility for limiting usage of the service remains with the Client.

5.5 The Client shall pay all third party telecommunications or Internet service charges incurred by the Client connecting through the telecommunications network in order to access the Service.

6.1 The client is made to make calls from his PC located in India to

(a) PC within or outside India

(b) Telephone outside India

The client can also make Internet Telephony from IP based SIP Terminals connected directly to ISP nodes to similar terminals within or outside India.

7.1 Except as permitted by law, and as permitted expressly by this Agreement, the Client shall not itself, nor allow any third party to duplicate or otherwise reproduce in whole or in part the Service or any part thereof.

7.2 Except to the extent permitted by law, the Client shall not modify, reverse assemble, decompile, or reverse engineer the Service or any part thereof or merge the Database or Software with any other software.

7.3 Except as permitted by law, and as permitted expressly by this Agreement, the Client shall not itself, nor allow any third party to use the service in violation of Law.

8. PRIVACY OF COMMUNICATIONS.

ip2ph intends to respect its subscribers' privacy and will not monitor the communications. However, you agree that ip2ph has the right, but not the obligation, to monitor or disclose the contents of private communication, if ip2ph is ordered by Statutory Authority to do so :

(a) to comply with applicable law or valid legal process;

(b) to protect national integrity or other like matter; or

(c) in emergencies when a person's physical safety is at issue.

In addition, ip2ph reserves the right under appropriate circumstances to disclose the identity of a subscriber to third parties in response to a valid legal subpoena and to otherwise cooperate with legitimate police inquiries and lawful civil proceedings.

ip2ph does not control or take responsibility for any Content, goods, or services which independent third parties may available on or through the Service. Subscribers may receive blind opportunity advertisements, pyramid schemes, and other "get rich quick" schemes on or through the Service. These should be avoided or approached with ample skepticism. Please remember that ip2ph does not endorse, warrant, or guarantee the accuracy, completeness, usefulness, quality, or availability of any such Content, goods, or services, and your use thereof is solely at your own risk.

10. GENERAL RESPONSIBILITIES OF THE CLIENT

10.1 The Client will take all reasonable steps to ensure that the Service is used in accordance with the terms and conditions of this Agreement.

10.2 The Client agrees to indemnify the ip2ph for losses and expenses incurred by the ip2ph which arise out of any misuse of the Service by the Client or any misuse by any third party, where such misuse occurs as a result of breach by the Client of this Agreement.

10.3 The Client agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the fees payable to the ip2ph have been calculated on the basis of limitations and exclusions below and that it is the Client's responsibility to effect such insurance as the Client considers necessary in respect of such loss having regard to its particular circumstances.

10.4 The Client undertakes to take all reasonable steps to prevent unauthorised access to the Service including usage beyond the limits indicated on the Order Form.

10.5 The Client is responsible for ensuring that its hardware and software are capable of accessing the Service. The Client is advised to use appropriate anti-virus software when accessing the Service. The ip2ph is not responsible.

10.6 The Pre paid cards once sold are neither returnable nor refundable under any circumstance.

10.7 The card shall be valid for a period of one year from the date of the activation i.e. from the date of first call or for such other period as may be specified in card.

10.8 In order to make call from the card the client shall ensure that the minimum 1 minute talk time worth of the credit value in the card shall be available, if the same is not available, then the client can not make the call to the desired destination. For example: 1 minute call cost Rs. 4.95 for anywhere in USA and in case the available balance in your card is Rs. 4.00, the call can not be made.

10.9 The balance in card is not returnable or adjustable against another card for any reason, whatsoever.

11.1 The ip2ph warrants that it owns or has obtained all necessary rights to grant this License.

11.2 The Service is supplied to the Client on an "as is" basis and neither the Databases nor the Software nor any part thereof has been written to meet the individual requirements of the Client. It is the sole responsibility of the Client to satisfy itself prior to entering this Agreement that the Service will meet its requirements and be compatible with its hardware/software configuration. The ip2ph makes no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for the Client's requirements shall entitle the Client not to accept the same or give rise to any right or claim against the ip2ph.

11.3 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of the ip2ph or its appointed agents.

11.4 The ip2ph is not liable for any indirect or consequential loss (including without limitation loss of profits, goodwill or data) howsoever suffered by the Client and arising in any connection with this Agreement, whether or not the possibility of such loss has been discussed by the parties pre-contract.

11.5 Save where such liability arises out of breach of the warranty contained in Clause 11.1, the ip2ph will have no liability for any liability of the Client to any third party.

11.6 The ip2ph makes no express representations or warranties which are to the effect that the Database is free of errors or omissions and the Client shall not base any commercial decisions on the Data without independent verification of the Data.

11.7 The ip2ph's aggregate maximum liability to the Client in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 11.3 and 11.4 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the total Subscription Fee or Usage Fee paid.

12.1 YOU AGREE THAT YOUR USE OF THE SERVICE, SOFTWARE AND INTERNET IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT THE SERVICE AND THE SERVICE SOFTWARE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.

12.2 EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE EXPRESSLY PROHIBITED BY LAW, ip2ph DISCLAIMS ANY AND ALL LOSS, DAMAGE OR LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

12.3 You may not rely on oral or written information or advice given by ip2ph officers, directors, employees, agents, authorized representatives, subcontractors or affiliates and/or their officers, directors, employees, agents, authorized representatives, or subcontractors or affiliates to create a warranty or increase the scope of warranty already established in these terms and conditions. Your rights and ip2ph responsibilities are limited to the warranties that are expressed in these written terms and conditions that have been established by ip2ph to govern the use of the Service.

13.1 You agree to defend, release, indemnify, and hold ip2ph, its affiliated companies and licensors, and its and their respective officers, directors, employees, agents, authorized representatives, and subcontractors harmless from all liabilities, claims and expenses, including without limitation reasonable attorneys fees, arising from breach of the Agreement by use of, or in connection with the posting or transmission of any Content or other material by or through your account on the Access Service.

13.2 You agree that ip2ph has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Paragraph 1 of this section. In such event, you shall have no further obligations pursuant to Paragraph 1 of this section.

14.1 Neither this License nor any of the rights and obligations of the Client hereunder may be assigned, transferred, charged, sub-licensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without the prior written consent of the ip2ph.

14.2 The physical media on which any part of the Service is delivered to the Client remains the legal property of the ip2ph.

15.1 This License shall have an initial period of 12 months from the Start Date unless a different initial period is indicated on the Packages as mentioned in the site.

15.2 The ip2ph may terminate this Agreement at any time immediately by written notice to the Client in the event of an irremediable breach by the Client of this Agreement or after the Client, in the ip2ph's reasonable opinion, has failed to remedy a remediable breach of these terms and conditions within 14 days of being given notice to do so. ip2ph can terminate contract on non receipt of due service fees within the due period.

15.3 The ip2ph may terminate this Agreement immediately on written notice if an agreement between the provider of one or more of the Databases and the ip2ph is terminated. In this event, the ip2phshall promptly make a pro rata refund to the Client of any monies paid by the Client for the Service covering a period, which has not expired.

15.4 In the event of termination of this Agreement other than in accordance with Clause 15.2, the Client shall cease to have access to or have any rights or license in respect of any Service provided on any media.

15.5 Termination of this Agreement shall be without prejudice to the parties' other rights or remedies.

16.1 Force Majeure

Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance (other than failure to make payments) hereunder resulting from acts or causes beyond its reasonable control.

16.2 No Waiver

Any delay or forbearance by the ip2ph in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

16.3 Entire Agreement

This Agreement, Packages as mentioned in the site constitutes the entire agreement between the parties hereto.

16.4 Severability

If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

16.5 Variations

This Agreement may only be varied in writing by means of a variation of its clauses signed by both parties or by an updated Order Form.

16.6 Independent Contractors

The parties are independent contractors and nothing in this agreement shall be deemed to place the parties in the relation of employer-employee, principal-agent or partners or in joint venture.

16.7. NOTICE:

Any notices required or permitted hereunder shall be given to the appropriate party. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by registered mail or courier, postage prepaid, 5 days after the date of mailing.

16.8. ENTIRE AGREEMENT:

This Agreement sets forth the entire understanding and Agreement of the parties and supersede any and all oral or written Agreements or understandings between the parties as to the subject matter of this Agreement. It can be changed only by way of writing signed by both parties. Neither parties is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

16.9 Heading

Heading used in this agreement are for reference purpose only and in no way define, limit, construe or describe the scope or extent of such clause or in any way affect this agreement.


16.10 Non Assignment:

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Notwithstanding the above, this Agreement may not be assigned in whole or in part by a party, without the written consent of the other party, which shall not be unreasonably withheld, provided, however that this Agreement may be assigned to the successor to the whole of a party's business without such consent. Any assignment in violation of this paragraph shall be null and void.


16.11. INFANCY:

You attest that you are of legal age to enter into this Agreement.

16.12. ACCEPTANCE OF AGREEMENT:

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the affiliate network and are not relying on any representation, guarantee or Statement other than as set forth in this Agreement.