This Acceptable Use Policy (“AUP”) is incorporated by reference into your Agreement with Logixx—either the Master Services Agreement executed by and between Logixx and You or the Terms of Services agreed to by You by signing up for any Service, using the Service, or downloading, installing, or using any application (the “Agreement”). This AUP governs your use of the Logixx CRM, Logixx Calls, Logixx Voice, Logixx Guide, and Diallogix (each a “Service” and collectively, the “Services”).

Use Policies

Fair Use. Logixx is committed to providing first class customer service and value to users of our Services. In order to provide the best pricing, support and Services available to all of our users, we retain the right to impose limits on your usage of the Services or to terminate the Services if we reasonably believe that your usage, including, but not limited to, the total number of calls you make, SMS messages you send, or minutes you use is not consistent with normal, fair, and reasonable use of such Services. Wherever reasonably possible, we will give you written notice before taking any such action, and allow a reasonable period to allow you to modify your use.

Illegal or Inappropriate Behavior. You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Logixx’s ability to provide high quality Services to other customers, prevents or restricts other customers from using the Services, or damages Logixx’s or other customers’ property. If Logixx finds that you are using the Services for anything other than the permitted uses in the Agreement or for any of the prohibited uses in the Agreement, Logixx may at its sole discretion terminate your Service and charge you any applicable fees for the Services used plus damages caused by your improper use. Prohibited uses include, but are not limited to: (1) Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy; (2) Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (“spamming”) in violation of applicable law or regulation, or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes; (3) Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous; (4) Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services with the intent to defraud, cause harm, or wrongfully obtain anything of value; (5) Using any intellectual property rights protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface; (6) Using the Services, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Logixx’s prior written consent; (7) Using the Services to develop or enhance any software, software code, or any derivative works of any software without Logixx’s prior written consent; (8) Using the Services for the purpose of monitoring the Services’ availability, performance, functionality or for any other benchmarking or competitive purposes; (9) Violating any U.S. or foreign law regarding the transmission of technical data or software exported through the Services; (10) Utilizing the Services in excess of what, in Logixx’s sole discretion, would be expected of normal business use, including without limitation allowing more than one user to use a single line or using a single line in excess of what would be expected of a single user; and (11) Using the Services in any way that interferes with other customers’ and third parties’ use and enjoyment of the Services or use the Services in any manner which disrupts, prevents or restricts any other customer from using the Services.

You further understand and agree that your use of the Services is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising). In addition, some of Logixx’s Services are offered on an “unlimited” basis. All unlimited Services may only be used for normal business use and exclude international calling to countries other than Canada, which is available for an additional fee. Unlimited Services also may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses applicable to all Services): trunking or forwarding your Logixx number to (an)other phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system; spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail simultaneously); bulk call-in lines (e.g., customer support or sales call centers not provided by Logixx, “hotlines”, 900 numbers, sports-line numbers, etc.); and auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place outbound calls). In addition, unusually high usage of the Services may impair Logixx’s ability to provide high quality Services to others and/or indicate unauthorized use of the Services, in which case, Logixx may suspend or terminate your Account or, upon prior notice. Logixx reserves the right to add to, modify or amend this Acceptable Use Policy at any time for any reason at its sole discretion.

RESTRICTIONS ON CONTENT CONTRIBUTIONS AND SUBMISSIONS

You represent, warrant, and agree that you will not contribute any Content (as that term is defined in the “Content Ownership” section below) or user submission (or otherwise use the Services or interact with the Services in a manner that):

1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Logixx);
2. Violates any law or regulation;
3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. Jeopardizes the security of your Logixx account or anyone else’s (such as allowing someone else to log in to the Services as you);
5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
7. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
8. Uses any intellectual property rights protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface;
9. Uses the Services, or permits it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Logixx’s prior written consent;
10. Uses the Services to develop or enhance any software, software code, or any derivative works of any software without Logixx’s prior written consent;
11. Uses the Services as a direct competitor of Logixx or for the purpose of monitoring the Services’ availability, performance, functionality or for any other benchmarking or competitive purposes;
12. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
13. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services. Logixx reserves the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

Content Ownership and End User License/Restrictions

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and user submissions (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You agree that you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Logixx’s) rights.

You understand that Logixx owns the Services. You will not (and will not permit any third party to): (a) rent, lease, provide access to, or sublicense the Services to a third party, (b) use the Services to provide (or incorporate the Services into) any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services except as expressly permitted by applicable law and then only upon advance written notice to Logixx; or (d) copy, modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.

Logixx grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the Logixx Services in strict accordance with the Agreement. All rights not expressly granted under the Agreement are retained by Logixx, including, but not limited to, no grant of intellectual property rights. You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights (collectively, “IP Rights”) in the Services are and shall remain the sole and exclusive property of Logixx. You will not take any action to jeopardize, limit, or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.

Unsolicited Advertisements

You agree that your use of the Services and all transmission of communications using the Services shall at all times remain in compliance with applicable law and/or regulations, including but not limited to, the Federal Telephone Consumer Protection Act of 1991. You further agree that at Logixx’s sole option and without further notice, Logixx may use technologies and procedures, such as filters, that may terminate any unsolicited advertisements transmitted in violation of applicable law or regulation without delivering them. Logixx may immediately terminate your right to use the Services without liability of any kind in the event of a breach of this restriction and you hereby release and agree to fully, finally, and forever release, hold harmless, and fully indemnify Logixx from and against any damages or liabilities of any kind related to any voicemail, broadcast, and/or fax spam or solicitations that you may send and/or receive using the Services.

If you transmit or are otherwise connected with any transmission of voice, fax, email, or other unsolicited marketing messages using the Services in violation of applicable law or regulation, you agree to pay Logixx its actual damages if those damages can be reasonably calculated. If actual damages cannot be reasonably calculated, you agree to pay Logixx liquidated damages of ten dollars ($10.00) for each such unsolicited marketing message transmitted through the Services. You acknowledge that if actual damages cannot be reasonably calculated, these liquidated damages are a reasonable estimation of such damages and are not a penalty.

OFAC Restriction

You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

Recording Conversations

Certain Logixx Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Logixx expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Logixx from and against any damages or liabilities of any kind related to your recording of any telephone conversations using the Services.

Transcribing Calls

Note that the laws applicable to call transcription differ by state, province and country. For some jurisdictions, transcribing recorded calls, recording calls, or even transcribing real-time speech over a call or video is prohibited or requires informed consent by some or all parties to the conversation. We recommend you review the relevant laws of your locality or consult with an attorney regarding your specific circumstances. Logixx expressly disclaims all liability with respect to your transcription of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Logixx from and against any damages or liabilities of any kind related to your transcription of any telephone conversations using the Services.

Voice-to-text and Text-to-voice Limitations

Certain Logixx Services may provide a function that allows voicemails and voice notes to be converted to text and vice versa. You understand and agree that Logixx’s voice-to-text (“VTT”) and text-to-voice (“TTV”) features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any and all VTT or TTV features. Logixx expressly disclaims all liability with respect to the conversion of voicemails to text or vice versa. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Logixx from and against any damages or liabilities of any kind related to your use of VTT or TTV features when using the Services.

Support and Feedback

Logixx may provide customer and technical support to you via telephone, chat, forums, FAQ and email for the Services. The types of support provided by Logixx is dependent on the products that you purchased and the number of seats using Logixx in your organization. The types of support provided by Logixx is determined entirely by Logixx in its sole discretion and may change from time to time. Logixx does not make any representations or guarantees that Logixx will be able to fully resolve any issues reported by you. Except as provided in this section, Logixx has no obligation to provide additional customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in your particular use of the Services.

From time to time, Logixx may send you surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant Logixx, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty free license to use all feedback, answers, ideas, comments, or other information you provide to Logixx.

Number Porting and Availability

Logixx will use reasonable efforts to facilitate number transfers or port requests for you, provided that You comply with the necessary and specific procedures for porting between service providers. You acknowledge and understand that number porting depends on the cooperation of third parties outside of Logixx’s control. Accordingly, you agree that Logixx will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.

Logixx works with third party carrier(s) who, on Logixx’s behalf, port telephone numbers in accordance with applicable regulatory rules and industry guidelines. Logixx’s third-party carrier(s) require very specific and detailed information and requirements when completing a port request. Please be informed that you will be required to provide such detailed and specific information to complete a port request. For porting numbers into your Logixx account, follow the procedures on your account settings page for transferring a number to your Logixx account. For porting numbers out of your Logixx account, follow the procedures of your new service provider. You understand that porting your number out of your Account does not automatically terminate your Logixx account.

Logixx cannot guarantee requested telephone numbers will be available, that your existing provider will port your number, or that circumstances beyond Logixx’s control will not prevent or delay a successful port of your number for the Services. You should not order any printed material, such as business cards or stationery, showing a telephone number, or issue any press releases or otherwise publicize any telephone number until that telephone number becomes active on your Account. Logixx shall not be liable for reimbursement for press releases, business cards, and/or stationery under any conditions.

You understand and agree that Logixx may from time to time need to change the telephone number assigned to you (due to an area code split or for any other reason). Logixx shall not be liable for any damages (including consequential, special damages or other damages) to you in the event that it needs to assign you a new telephone number.