Peerant Terms of Service

User Agreement
This user agreement, the documents set forth above, and any other services terms (collectively, the "Terms," or this "Agreement," or the "User Agreement") describe the terms and conditions on which Peerant, Inc. ("we", "our" or "Peerant") offers a user ("Customer", "User", "you", "your" or "subscriber") access to the Services which permit a third party "Caller" to communicate with a User ("Services") and the http://www.peerant.com web site and all pages within ("Web Site"), either accessed directly or through a partner web site. If you have a question about this Agreement, please contact us by sending e-mail to support@peerant.com.This Agreement was last revised on January 31, 2008.


1. Acceptance of Terms

By using this Web Site or any Service or associated program you agree to the Terms. We may amend the Terms at any time. Subject Section 4.2 Changes to Fees will automatically be effective seven (7) days after we have posted the amended Terms. Your continued use of our Services will signify your acceptance of any amended Terms. If you do not agree to the changes, you may discontinue your subscription and use of the Services by sending an email request to support@peerant.com. The Terms may not be otherwise amended except in a writing signed by both parties. Throughout this Agreement, (i) the phrase "in our discretion" or "in its discretion" means in Peerant's sole and arbitrary discretion and (ii) the term "including" means "including without limitation." Peerant reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by Peerant. Activation of any Service shall indicate Peerant's acceptance of this Agreement, but does not obligate Peerant to provide access to any or all Services, such access to be provided at the sole discretion of Peerant.

2. Eligibility; Registration

2.1. Eligibility

Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. Services are not available to Users where use of the Services has been suspended or terminated.

2.2. Registration

You must submit a complete registration form on behalf of yourself or the corporation, partnership or other legal entity that will be using the Services. The registration form is available at http://www.peerant.com. By accepting this Agreement, you represent that (a) you are eighteen (18) years or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the Services. Your "Registration" includes your personal information, credit card information and any Services and related fees you select. Registration through an Authorized Reseller (as defined in Section 4 below) shall be subject such reseller's registration process.

 3. Website and Services

 3.1. Right to Refuse Services

Peerant may refuse the Services to anyone at any time, in our discretion. Peerant reserves the right to discontinue, temporarily or permanently, any or all of the Services to anyone at any time, with or without notice. Peerant will credit to you the amounts it has charged you for each whole month of prepaid service for which Peerant refused or discontinued Services, as such amounts are determined by Peerant, only if (i) Peerant exercises its right to refuse service or discontinue under this section, and (ii) you have prepaid for the refused or discontinued Services. Peerant shall not be liable to you or any third-party for any termination of your access to the Service except as set forth herein.

3.2. License

 You grant Peerant a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, with full rights to sublicense (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in any information you provide us, in any media now known or not currently known, for the purpose of offering the Services.

 3.3. Privacy

Peerant will only use your information in accordance with our Privacy Policy. The Privacy Policy is part of this Agreement. Please note that when you voluntarily disclose personal information, that information may be collected and used by others.

3.4. Passwords and Security

 You will at all times maintain the confidentiality of your user names and passwords. If you are a corporation, partnership or other legal entity, you are responsible for all activity and all charges by such employees. If there is a breach of security through your account, you must immediately change your password and notify us at support@peerant.com. You will be liable for any unauthorized use of the Services until you notify us of the security breach.

3.5. Accurate and Complete

Information You will provide to Peerant only true, accurate, current and complete information, including, as applicable, your credit card number and other financial information, and will update that information to keep it true, accurate, current and complete. Peerant, its agents, suppliers, and subcontractors have the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.

3.6. Limited Agency

You authorize Peerant to retrieve and post information and materials necessary to provide the Services to you, and you hereby appoint Peerant as your agent for this limited purpose. You permit Peerant to use such retrieved information and materials to accomplish the foregoing, and to communicate with Callers on your behalf.

3.7. General Compliance with Laws

 You will comply with all applicable laws, statutes, ordinances and regulations in your use of the Services.

3.8 Service Term

The Services are offered on a monthly basis for a term which begins on the date that your Service is activated and you accept the Terms ("Activation Date") and ends on the day before the same date in the following month. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give Peerant or Authorized Reseller written notice of non-renewal at least ten (10) days before the end of the monthly term in which the notice is given. You are acquiring the Service for full monthly terms, meaning that if you attempt to terminate Service prior to the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including without limitation unbilled charges, plus a disconnect fee, if any, all of which immediately become due and payable. Expiration of the term or termination of Service does not excuse you from paying all unpaid, accrued charges due in relation to the Agreement.

4. Fees

 4.1. Generally

Peerant or its authorized reseller from whom you order the Services from ("Authorized Reseller") will charge you fees in accordance with the Peerant or the Authorized Reseller Fees Policy. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using the Service and all applicable taxes.

4.2. Changes to Fees

Peerant or the Authorized Reseller may change the Fees Policy effective seven (7) days after those changes have been posted on the Web Site and may add new fees effective immediately upon posting the new fees. We may change temporarily our fees for promotional events (for example, free minutes days) and such changes are effective when we post the temporary promotional event. If you have prepaid for services, Peerant or the Authorized Reseller will either maintain your existing service or credit your payment in accordance with Section 3.1.

4.3. Credit Cards

You will be required to place a credit card (Visa, MasterCard, American Express, or Discover) on file for automatic billing prior to using the Services that generate User Fees or other Services for which Peerant or the Authorized Reseller requires a credit card on file. You will be billed a monthly finance charge of the lower of 1.5% or the highest amount permitted by applicable law if your account becomes past due. Your account may be suspended for non-payment. You may downgrade at any time your Premium account to a Free account on the Web Site, or upgrade your Free account to a Premium account. You will reimburse Peerant for any costs arising from initiation of collections activity.

 4.4. Billing Cycles

Peerant or the Authorized Reseller will determine your account's billing cycle, which will determine your invoicing date as well as your payment due date. Peerant or the Authorized Reseller may charge your credit card for any unpaid account balance at any time, but may, in its discretion, defer charging your card. Peerant or the Authorized Reseller may immediately charge all unpaid balances if you downgrade your Premium account to a Free account. Without limiting any other remedy, Peerant or the Authorized Reseller may terminate any services immediately should Peerant or the Authorized Reseller be unable to charge your credit card.

 4.5. Other Terms

Some of the Services may have additional terms of use. Any such terms will be displayed in connection with the applicable services and are incorporated into these Terms by reference.

4.6. Discounts, Credits and Refunds

Peerant or the Authorized Reseller may, in its discretion, offer discounts, coupons or promotions that may reduce applicable fees. Users may request credits to their account by contacting Peerant or the Authorized Reseller customer service. Credits will be granted in Peerant or the Authorized Reseller's discretion. Any refunds will be made in credits to your account. You will not be entitled to a refund in the event Peerant or the Authorized Reseller cancels the Services for a violation by you of these Terms and Conditions. All sales are final.

5. Limitations on Use of Services

5.1. Terms

Services made available by Peerant, including software (collectively, "Materials") is the intellectual property of Peerant and/or its suppliers. Your use of the Materials is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Materials ("License Agreement"). You may not install or use any Materials that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

5.2. License

For any Materials not accompanied by a license agreement, Peerant grants you, the user, a personal, nontransferable license to use the Materials for viewing and otherwise using the Peerant Web Site in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices.

5.3. Intellectual Property

All Materials are owned by Peerant and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Materials are expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the Materials to any other server or location for further reproduction or redistribution is expressly prohibited.

5.4. Export Control Laws

You acknowledge that the Materials, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Materials, directly or indirectly, to any countries that are subject to USA export restrictions.

5.5 No Unauthorized Use

Peerant respects copyright law and expects our Users to do the same. Unauthorized copying or distribution of copyrighted works is an infringement of the copyright holders' rights. In our discretion and in appropriate circumstances, Peerant may terminate the accounts of users who infringe upon the copyright, or other

 5.6 Prohibited Uses

You agree to use the Service only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when in Peerant's sole judgment the transmission, receipt or possession of such communication or material (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Peerant reserves the right to terminate your Service immediately and without advance notice if Peerant, in its sole discretion, believes that you have violated the above restrictions, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, if any, all of which immediately become due and payable. You are liable for any and all use of the Service by any person making use of the Service provided to you and agree to indemnify and hold harmless Peerant against any and all liability for any such use that fails to comply with this Section 5.6. If Peerant, in its sole discretion believes that you have violated the above restrictions, Peerant may forward the objectionable material, as well as your communications with Peerant and your personally identifiable information to the appropriate authorities for investigation and prosecution.

5.7 Loss of Service Due to Power Failure

 You acknowledge and understand that the Service does not function in the event of power failure.

6. Indemnity and Disclaimer

6.1. Indemnity

You will, at your own expense, indemnify, defend and hold Peerant, its Authorized Resellers and suppliers and the affiliates, officers, directors, agents, and employees of such harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to us; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against Peerant arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or Peerant's provision, of the Services or use of your account by any third party. Peerant will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on Peerant's behalf without the prior written consent of Peerant.

6.2. Disclaimer

Neither Peerant nor its suppliers and Authorized Resellers will be liable for (i) any loss of business, profits or goodwill, loss of use or data, interruption of business or for any indirect, special, incidental or consequential damages of any character, (however arising, including negligence) arising out of or in connection with this agreement even if Peerant or its supplier or Authorized Resellers is aware of the possibility of such damages, or (ii) any damages that result in any way from your use or inability to use the Services, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the Services. Our liability, and the liability of our suppliers and Authorized Resellers, to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees you pay to us in the 6 months prior to the action giving rise to liability, or (b) US$100. No advice or information from Peerant, whether oral or written, shall create any warranty not expressly stated in the Terms of Use.

7. General

7.1. Termination at Peerant Discretion

In our discretion, we may immediately issue a warning, temporarily suspend, or terminate your use of the Services if you breach any provision of this Agreement. This Section does not limit any other remedies that may be available to Peerant.

 7.2. Third Party Services

Peerant services rely in part on the proper functioning and interaction of third party, services and software with the Peerant Web Site and software. Failure of, or changes to, or misconduct by such third parties or their websites, services or software may affect our provision of services. Peerant is not liable for any third party actions or omissions.

 7.3. No Agency

Except for the limited purpose stated in the Limited Agency Section, you and Peerant are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

7.4. Notices

 Except as explicitly stated otherwise, any notices will be given by email to support@peerant.com (in the case of Peerant) or to the email address you provide to Peerant during the registration process (in your case), or such other address as the party will specify. Notice will be deemed given twenty four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Peerant during the registration process. In such case, notice will be deemed given three (3) days after the date of mailing.

7.5. Arbitration

Any controversy or claim in any way arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Santa Clara County, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Peerant may seek any interim or preliminary relief from a court of competent jurisdiction in California necessary to protect the rights or property of you or Peerant pending the completion of arbitration.

7.6. Governing Law

California law will govern this Agreement, except for the body of law relating to conflicts of law. Subject to the Arbitration Section, venue for any legal action will be the state courts of Santa Clara County, California, or the federal courts of the Northern District of California. The prevailing party in any litigation in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.

7.7. Waivers

 A party's failure to enforce any provision of this Agreement shall not be a waiver of the provision or the right to enforce it at a later time.

7.8. Entire Agreement

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree that you are not entering into this Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.

7.9. Assignment

This Agreement and your user names and passwords are not assignable, transferable or sub licensable by you without Peerant's prior written consent, and any such conveyance will be null and void.

7.10. Attorneys' Fees

The prevailing party in any litigation in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.

7.11. Headings

Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement will control. The use of headings is for convenience and will not affect the interpretation of this Agreement.