| By downloading or installing the
Device and/or ZoiPPE software, or otherwise using the ZoiPPE
service in any manner whatsoever, you agree to be bound by
the followings:
1. General: You hereby accept and agree to be bound by these
Terms and Conditions which may be revised from time to time.
If you do not wish to be bound by these Terms and Conditions,
you may not access or use the ZoiPPE service. You agree to
review these Terms and Conditions periodically and the continuing
access to and/or use by you of the ZoiPPE service shall be
deemed as conclusive evidence of the irrevocable acceptance
by you of the revised Terms and Conditions as they become
effective from time to time.
2. Jurisdiction's Restrictions: If you are residing in a
jurisdiction which restricts the use of internet-based applications
according to age, or which restricts the ability to enter
into agreements such as the agreement reached under these
Terms and Conditions according to age and you are under such
a jurisdiction and under such an age limit, you may not enter
into this Agreement or use the ZoiPPE service. Furthermore,
if you are residing in a jurisdiction where it is forbidden
by law to use the ZoiPPE service, you may not enter into this
Agreement and you may not use the ZoiPPE service. By entering
into this Agreement you explicitly state that you have verified
in your own jurisdiction if your use of the ZoiPPE service
is allowed.
3. Electronic Signatures and agreement(s): You acknowledge
and agree that (in the case of ZoiPPE software) by clicking
on the "ACCEPT" button (or any other buttons or links as may
be designated by ZONE) to show your approval of any foregoing
text or (in any other case) your use of the Device or the
ZoiPPE service in any manner whatsoever you are entering into
a legally binding contract with ZONE. You hereby agree to
the use of electronic communication in order to enter into
contracts, place orders and to the electronic delivery of
notices, policies and records of transactions initiated or
completed through the ZoiPPE service. Furthermore, you hereby
waive any rights or requirements under any laws or regulations
in any jurisdiction, to the extent permitted under applicable
mandatory law, which require an original (non-electronic)
signature or delivery or retention of non-electronic records.
4. No traditional telephone service: You acknowledge and
understand that the ZoiPPE service is not a traditional telephone
service or a replacement for your primary telephone service.
Important distinctions (some, but not necessarily all, of
which are described in these Terms and Conditions) exist between
the traditional telephone service and the ZoiPPE service provided
by ZONE, which includes the followings.
(a) Limited Emergency Call Service: Unless and until ZONE
is providing its Call-In (Hong Kong) service to you in accordance
with these Terms and Conditions, the ZoiPPE service does not
and does not intend to support or carry emergency calls, telephone
directory services, other community services or any collect-call
services. Please also see Clause 21(d) and Annex A (Call-Out
service) below.
(b) Service Disruption: Should there be an outage in power
supply and/or service disruption with fully functional broadband
service, the ZoiPPE service will not be available until power
and/or such broadband service is fully restored. Nevertheless,
you remain liable for all fees payable during such period
notwithstanding that the ZoiPPE service is not available.
A power and/or broadband failure or disruption may require
resetting or reconfiguring the Device, the ZoiPPE software
or associated equipments before using the ZoiPPE service.
5. Fee: You shall be liable for all fees payable for the
ZoiPPE service regardless of your use of the ZoiPPE service,
which fee and due date(s) thereof will be specified by ZONE
from time to time and subject to change without notice.
(a) Payment: In order to obtain Credits you shall pay ZONE
the tariffs as stated on its designated website and, in the
case of Call-In service, Voicemail service or SMS service,
in connection with your subscription of respective ZoiPPE
service. Unless stated otherwise, all tariffs and charges
shall be calculated in United States dollars or Hong Kong
dollars as ZONE shall promulgate from time to time and shall
be exclusive of value added taxes (VAT) or any other applicable
taxes.
(b) Change of tariffs: ZONE reserves the right to change
the tariffs at any time by giving you a notice of change,
or posting the same on its designated website or, in the case
of Call-In service, Voicemail service or SMS service, by stating
new tariffs in connection with your subscription of the respective
ZoiPPE service. ZONE will in each event of change in tariffs
endeavour to give you a prior notice or posting the said change
on its designated website prior to the effective date of such
change, but any failure or delay in giving or posting on its
website such prior notice shall not prejudice or affect the
validity or effectiveness of the related change in tariffs,
or any rights or remedies of ZONE thereunder. If you do not
wish to accept such adjustment of tariffs, you are entitled
to terminate the Account(s) which the adjustment affects by
written notice, with effect from the date on which the adjustment
of tariffs will become effective. You agree that by continuing
to use the ZoiPPE service following the adjustments of the
tariffs, you accept such adjustments.
(c) Discrepancy: In the event you suspect that ZONE has charged
you in error, you must contact ZoiPPE's customer services
within thirty (30) days after such charge. ZONE reserves the
right not to give any refunds or adjustments will not be given
for any charges which have been billed or debited for more
than thirty (30) days.
(d) Credit balance: You can only use the ZoiPPE service when
your Account maintains a sufficient Credit balance.
6. Installation: You may request ZONE for conducting an installation
of the Device at an extra charge. In such event, you understand
and acknowledge that installation of the Device at a specified
address may require the connection or disconnection, modification,
removal and/or replacement of existing cables/circuit, equipment
and facilities connecting to or of the above address (collectively
"Facilities"). You hereby warrant that you are authorised
to access, inspect, test, repair, connect or disconnect, modify,
remove, replace and/or maintain the Facilities and for the
purposes of providing the ZoiPPE service by ZONE without prior
approval of any governmental agency or other third party (or
if any prior approval is required, such approval for all works
done and to be done by ZONE or its employees, agents or contractors
have already been obtained without restriction). You hereby
authorise ZONE to access, inspect, test, repair, connect or
disconnect, modify, remove, replace and/or maintain the Facilities;
and to add and/or install or connect any ZONE's equipment
to the Facilities or at the installation address in such a
way as ZONE shall in its absolute discretion deem appropriate.
You also agree to indemnify and keep ZONE, ZONE Staff, their
respective affiliates and third party supplier indemnified
against any costs, claims, demands, liabilities and expenses
suffered or incurred by ZONE arising from (whether directly
or indirectly) or related to the installation of any Device
or any work associated therewith. ZONE will not conduct any
installation or un-installation of ZoiPPE Software on your
behalf.
7. Suspension / interruption: ZONE may at any time limit
or suspend your access to and use of the ZoiPPE service and/or
any other ZONE's service, without any notice to you and without
recourse to the courts, for the repair, improvement, and/or
upgrade of the ZoiPPE service or in the circumstances where
ZONE is at liberty to terminate your access to or use of the
ZoiPPE service in accordance with these Terms and Conditions.
8. Change of technical features: ZONE may change the technical
features of the ZoiPPE service in order to keep pace with
the latest demands and technological developments, at its
own discretion and without any notice to you.
9. Privacy: You acknowledge that calls to or from the PSTN
are not encrypted and as such, could be potentially subject
to eavesdropping by law enforcement officials or other third
parties over the public Internet. ZONE will not be liable
for any disruption, delays, eavesdropping or other omissions
in the ZoiPPE service.
10. No control: You acknowledge and understand that ZONE
does not control, or have any knowledge of, the content of
any communication(s) spread by the use of the ZoiPPE service.
The content of the communication is entirely the responsibility
of the person from whom such content is originated. You, therefore,
may be exposed to content that is offensive, harmful to minors,
indecent or otherwise objectionable. ZONE will not be liable
for any type of communication spread by means of the ZoiPPE
service.
11. Non-designated device: ZONE shall not be responsible
if the ZoiPPE service could not be used as a result of use
of any telephone system, equipment or device other than a
Device or any software or program other than ZoiPPE Software
provided by ZONE to you for the ZoiPPE service which you has
ordered or requested for and/or ZONE has agreed to provide
to you.
12. Intellectual property: The Device and ZoiPPE Software
made available to you are materials whose copyright or other
intellectual property right is owned by ZONE or its third
party suppliers. If ZONE provides any software, the Device
or other equipment to you in connection with the ZoiPPE service,
ZONE grants you a personal, non-exclusive, non-transferable
licence for the duration of your use of the ZoiPPE service
to install and use the software, Device and equipment on an
"as is" basis and (in case of software, in object code form
only on one piece of hardware) for the sole purpose of enabling
the ZoiPPE service (except, in case of Device, it is expressly
agreed by ZONE in writing that you have fulfilled all terms
and conditions to retain ownership of the Device in your possession).
You shall not copy, distribute, reverse engineer, decompile,
dismantle, disassemble or otherwise reduce to readable form
any software or hardware provided by or through ZONE in connection
with the ZoiPPE service.
13. User: The ZoiPPE service, the Device, the ZoiPPE Software
and other equipment or software associated with the use of
the ZoiPPE service are provided to you for your own use. Any
unauthorised commercial use or resale of the Device, ZoiPPE
Software, such other equipment or software or ZoiPPE service
is expressly prohibited. You agree to use the ZoiPPE service
in compliance with these Terms and Conditions, the End User
License Agreement and the applicable laws, rules and regulations
for lawful purposes only. In addition, you agree NOT to:
(a) use the ZoiPPE service for telemarketing or voice or
fax broadcasting, or any other chain letters, junk email,
spamming or any duplicative or unsolicited messages or calls;
(b) change, tamper or interfere in any manner with any Device,
Facilities, ZoiPPE Software or the ZoiPPE service without
prior consent of ZONE which ZONE may deny at its sole discretion;
(c) hack or disrupt the ZoiPPE service in any manner or for
any purpose whatsoever;
(d) harvest or otherwise collection information about other
persons, including but not limited to email addresses, without
consent of such persons;
(e) create a false identity or forged email address or header,
or otherwise attempt to mislead other persons as to the identity
of the sender or the origin of the message;
(f) transmit through the ZoiPPE service unlawful, harassing,
libellous, abusive, threatening, harmful, vulgar, obscene
or otherwise objectionable material of any kind or nature;
(g) transmit any material that may infringe intellectual
property rights or other rights of any other person;
(h) transmit any material that contains viruses, trojan horses,
worms, time bombs, cancel bots or any other harmful or deleterious
programmes;
(i) violate any law or regulation regarding the transmission
or export of technical data or software from any country (including
the United States) through the ZoiPPE service;
(j) interfere with or disrupt networks connected to the ZoiPPE
service or violate the regulations, policies or procedures
of such networks;
(k) attempt to gain authorised access to the ZoiPPE service
or other services, Accounts of other persons, computer systems,
or networks connected to the ZoiPPE service, through credit
card fraud, password mining or any other means; or
(l) interfere with another person's use or enjoyment of the
ZoiPPE service in any manner whatsoever.
14. Indemnity: You agree to indemnify and hold ZONE and (as
applicable) ZONE Staff, their respective affiliates and third
party suppliers harmless against any and all third-party claims,
actions, proceedings and costs, including but not limited
to reasonable attorney's fees, incurred by ZONE arising out
of or relating to your violation of these Terms and Conditions,
applicable laws, rules or regulations or rights of any third
parties and/or the misuse of the ZoiPPE service.
15. User Information and Account: To use the Device, ZoiPPE
Software and/or the ZoiPPE service, you will be asked to provide
certain personal information, and will be granted with a User
ID, a Password and an Account. You agree that:
(a) you shall at all times provide ZONE within reasonable
time upon request with any data or information necessary to
a proper provision of the ZoiPPE service.
(b) you are solely responsible for maintaining the confidentiality
of your User ID and Password. You are responsible for all
activities conducted through your User ID, Password and Account,
even if this occurs without your permission.
(c) you agree to immediately notify ZONE in writing of any
unauthorised and/or fraudulent use of your User ID, Password,
and Account.
(d) you agree to indemnify ZONE against any and all third
party claims and all related liabilities arising out of, or
relating to, the use of your User ID, Password, and Account.
(e) ZONE will not be liable for any damages resulting from
the unauthorised and/or fraudulent use of your User ID and/or
Password and the unauthorised use of your Account.
(f) ZONE reserves the right to change your User ID or Password
if this is in the interest of the functioning of the ZoiPPE
service or to prevent fraudulent use of the ZoiPPE service.
16. PSTN number: You understand that any PSTN number assigned
to you by ZONE at all times remains the property of ZONE,
and cannot be ported out to other service provider. ZONE reserves
the rights to assign such telephone number to other customers
after the ZoiPPE service is terminated.
17. Account: In order to procure Credit you must deposit
a credit balance on your Account by credit card, promotional
voucher, or other means which may be made available by ZONE.
New Accounts paid by credit card are activated immediately
upon receipt and validation of credit information. For such
activation, you must give ZONE a valid credit card number
(Visa, MasterCard or any other issuer then accepted by ZONE).
ZONE reserves the right to stop accepting credit cards from
one or more issuers. In the case of post-paid products or
services, upon your Account being approved by ZONE, a Credit
in the amount designated by ZONE will be allocated to your
Account for your use, upon and subject to these Terms and
Conditions, End User Licence Agreement and all applicable
laws and regulations.
18. Refund: ZONE agrees to refund to you an appropriate unused
and unexpired portion of ZoiPPE service or unused Credit only
if you have at all times comply with these Terms and Conditions,
End User Licence Agreement and all applicable laws and regulations,
and the ZoiPPE service, if not of fixed term, is terminated
by a not less than seven (7) days' prior written notice and,
if any, all Device(s) provided with you are returned to ZONE
in good and clean condition within fourteen (14) calendar
days after your receipt of such Device(s). However, you remain
liable for all charges associated with off-net calls at such
rates as promulgated by ZONE from time to time. For the avoidance
of doubt, no refunds shall be given for services paid or credit
acquired paid through vouchers or pre-paid cards. ZONE reserves
the right to deny repetitive refund requests (more than twice
for any given type of ZoiPPE service). All refunds shall be
in the denomination of US$1 or, if your Credit has been recorded
in Hong Kong dollars, HK$10, and any fraction thereof shall
be deducted and debited for the benefit of ZONE absolutely.
There shall be no refund if the unused Credit amounts to not
more than US$5 or, if your Credit has been recorded in Hong
Kong dollars, HK$50. A credit balance for Credit expires 180
days after the last chargeable use of the Credit. Credit balances
that are not used within the said 180 day period will be lost.
19. Reactivation of Service: If the ZoiPPE service is suspended
by you, it may be reactivated by you serving on ZONE a not
less than seven (7) days' prior written notice of such intent.
Should a reactivation occur, in whatsoever circumstances,
a reactivation charge shall be levied on you. The charge will
be US$20 if the ZoiPPE service has been suspended for less
than 30 calendar days, or US$40 if the ZoiPPE service has
been suspended for 30 calendar days or more.
20. No warranty: FOR THE HARDWARE, SOFTWARE AND ANY SERVICE
ZONE PROVIDES HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ZONE EXPRESSLY DISCLAIMS ALL WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES
AND CONDITIONS OF MERCHANTABILITY, MERCHANtable QUALITY, CORRESPONDENCE
TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
ZONE DOES NOT REPRESENT OR WARRANT THAT THE HARDWARE, SOFTWARE
OR VOIP SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT
DEFECTS WILL BE CORRECTED, OR THAT THE HARDWARE, SOFTWARE
OR VOIP SERVICE THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. ZONE DOES NOT WARRANT OR REPRESENT
THAT THE USE OR THE RESULTS OF THE USE OF THE HARDWARE, SOFTWARE
OR ANY SERVICE OR FROM THIRD PARTIES WILL BE CORRECT, ACCURATE,
TIMELY, RELIABLE OR OTHERWISE, OR THAT CALLS MADE USING THE
VOIP SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR WITHOUT
PACKET LOSS.
21. Limitation of Liability: In the event of ZONE being in
breach of any of its obligations towards you under these Terms
and Conditions, ZONE will accept liability to pay damages
only to the extent as follows :
(a) Direct damages: ZONE can only be held liable for direct
damages resulting from an attributable failure to perform
its obligations under these Terms and Conditions. Direct damages
in this respect exclusively mean:
(i) all reasonable costs incurred by you in order to have
ZONE performed its obligations under these Terms and Conditions;
(ii) all reasonable costs incurred by you in order to prevent
or limit any direct damages as meant in this clause; or
(iii) all reasonable costs incurred by you in order to establish
the nature and scope of the direct damages as meant in this
clause.
(b) Maximum amount: The direct damages as meant in this clause
shall be limited to the amount actually paid by you for the
services rendered by or through ZONE during the last six (6)
months in which such damages occur. In no event, however,
shall the total compensation for any direct damages exceed
US$1,000.00.
(c) No consequential damages: TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE, INCLUDING BUT NOT
LIMITED TO NEGLIGENCE, SHALL ZONE BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM
THE USE OF OR THE INABILITY TO USE ANY HARDWARE, SOFTWARE
OR SERVICE, ANY CHANGES TO THE HARDWARE, SOFTWARE OR ANY SERVICE,
UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR trANSMISSIONS
OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT
OR RECEIVED, OR ANY trANSACTIONS ENTERED INTO THROUGH THE
VOIP SERVICE. YOU SPECIFICALLY AGREE THAT ZONE IS NOT RESPONSIBLE
OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE
OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT
OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.
(d) Specific disclaimer on emergency call services. ZONE
does not provide emergency call services in conjunction with
the ZoiPPE service or any other services except and only except
Call-In (Hong Kong) service. Neither ZONE, any ZONE Staff
nor their respective affiliates or third party suppliers may
be held liable for any claim, damage, or loss, and you hereby
waive, to the maximum extent permitted by applicable law,
any and all such claims or causes of action, arising from
or relating to the use of ZoiPPE service or any other service
provided hereunder to contact emergency call services personnel.
you shall defend, indemnify, and hold harmless ZONE, any ZONE
Staff or their respective affiliates or third party suppliers
who furnishes any services to you in connection with the ZoiPPE
service or any other services provided under these Terms and
Conditions or the General Terms and Conditions, from any and
all claims, losses, damages, fines, penalties, costs and expenses
(including attorneys fees) by, or on behalf of, you relating
to the absence, failure or outage of the ZoiPPE service or
any other service provided hereunder, including specifically
any claims arising out of the failure of ZONE to offer emergency
call services.
22. Duration and Termination: These Terms and Conditions
will be binding upon you as of the date of your acceptance
thereof, and will remain effective until terminated by either
party as set forth in these Terms and Conditions.
(a) Termination by you: You may terminate your use of the
ZoiPPE service at any time by written notice (by mail, email
or otherwise) of ZONE in accordance with the conditions provided
herein.
(b) Termination by ZONE: Without prejudice to any other rights
and remedies available to ZONE, ZONE may terminate your access
to and use of the ZoiPPE service and any other ZONE service,
Device and ZoiPPE Software, prohibit access to ZoiPPE's website,
remove hosted content, and take technical and legal steps
to keep you off the website if, in ZONE's opinion, you or
any user under your account has acted in breach of or otherwise
fails to comply with any of these Terms and Conditions or
the General Terms and Conditions (as extended pursuant hereto,
including you has failed to pay ZONE on due date any sums
due by you to ZONE), or otherwise act inconsistently with
the letter or spirit of ZONE's policies, infringe any other
person's intellectual property rights, engage in fraudulent,
immoral or illegal activities, or for other similar reasons,
with immediate effect and without recourse to the courts.
(c) Consequences of Termination: Upon termination for any
reason, all licences and rights to use the ZoiPPE service,
the Device and ZoiPPE Software shall terminate and you will
cease any and all access to and use of the ZoiPPE service.
23. Force Majeure: You acknowledge and understand that the
ZoiPPE service does not function and ZONE will not be in breach
of any of its obligations towards you under these Terms and
Conditions in the event of a force majeure event. A force
majeure event means any event beyond reasonable control of
ZONE including, but not limited to, an act of God, insurrection
or civil disorder, war or military operations, national or
local emergency, a serious and sustained power outage or severe
Internet service disruption, flood, subsidence, or weather
conditions of exceptional severity. In the event ZONE is affected
by a force majeure event, it will promptly notify you of the
estimated extent and duration of its inability to perform
or delay in performing its obligations, on a best efforts
basis. ZONE will not accept any liability for the consequences
arising out of a force majeure event.
24. General Provisions:
(a) Entire Agreement: These Terms and Conditions together
with the End User Licence Agreement constitute the entire
agreement between you and ZONE with respect to the subject
matter hereof and will supersede and replace all prior understandings
and agreements, in whatever form, regarding the subject matter.
(b) Partial Invalidity: Should any term or provision hereof
be deemed invalid, void or enforceable either in its entirety
or in a particular application, the remainder of these Terms
and Conditions shall nonetheless remain in full force and
effect.
(c) No Waiver: A right in favour of ZONE under these Terms
and Conditions, a breach of an obligation on your part can
only be waived by an instrument duly executed by ZONE. No
other act, omission or delay of ZONE, ZONE Staff, their respective
affiliates or third party suppliers will constitute a waiver,
binding, or estoppel against, ZONE. A single or partial exercise
or waiver by ZONE of a right relating to these Terms and Conditions
will not prevent any other exercise of that right or the exercise
of any other right.
(d) Approval and consent: ZONE may conditionally or unconditionally
give or withhold any consent to be given under these Terms
and Conditions and is not obliged to give its reasons for
doing so.
(e) Assignment: You must not assign or otherwise dispose
of any right to any ZoiPPE service, Device or ZoiPPE Software
or under these Terms and Conditions without the written consent
of ZONE. ZONE's rights under these Terms and Conditions are
assignable.
(f) Severability: Any provision of these Terms and Conditions
which is illegal, void or unenforceable will be ineffective
to the extent only of that illegality, voidness or unenforceability
without invalidating the remaining provisions.
(g) Essence of Time: Time is of the essence in respect of
obligations under these Terms and Conditions.
25. Definitions and Interpretations:
(a) Definitions: In these Terms and Conditions, unless the
context requires the otherwise,
(i) "Account" refers to an account of a user for the payment
and use of the ZoiPPE service;
(ii) "affiliate" means any corporation, company or other
entity that directly or indirectly controls, is controlled
by, or is under common control with, ZONE. For the purpose
of this definition, the word "control" shall mean
the direct or indirect ownership of more than thirty percent
(30%) of the issued equity of the corporation, company, or
other entity.
(iii) "Call-In number" means the number as defined by the
relevant national numbering plan, assigned to you either by
ZONE or by the Call-In number provider, for the use of the
Call-In service;
(iv) "Call-In number provider" means a service provider who
has the licence to allocate numbers in the country where such
numbers have been issued and with whom ZONE has entered into
an agreement for the allocation of numbers to subscribers
of the Call-In service;
(v) "Call-In service" means the service, solution or feature
of ZoiPPE service or in the Device or ZoiPPE Software which
enables you to be called by PSTN users through your Call-In
number;
(vi) "Call-In (Hong Kong) service" means the Call-In service
with a Hong Kong Call-In number;
(vii) "Call-Out service" means the service, solution or feature
of the ZoiPPE service or in the Device or ZoiPPE Software
which enables you to make calls to PSTN users;
(viii) "Credit" means the payment you have made or other
amount or credit that ZONE may at its absolute discretion
allocate to you (less, in the case of post-paid services or
products, any unbilled or unsettled usage) that can be used
to subscribe for or acquire ZoiPPE service and any other services
or products that ZONE may add thereto from time to time;
(ix) "Device" means any equipment or device provided by or
otherwise used in conjunction with the ZoiPPE service; and
(x) "End User Licence Agreement" means the End User Licence
Agreement between ZONE and you for the licence to use the
ZoiPPE Software;
(xi) "Hong Kong" means The Hong Kong Special Administrative
Region of the People's Republic of China;
(xii) "Password" means a code you select, which, in combination
with your User ID, gives you access to Your Account;
(xiii) "PSTN" means the Public Switched Telephone Network;
(xiv) "SMS service" means the service, solution or feature
of the ZoiPPE service or in the Device or ZoiPPE Software
which allows you to send short messages to cellular phone
users;
(xv) "User ID" means an identification code you selected,
which in combination with the correlating Password, gives
access to your Account;
(xvi) "Voicemail service" means the service, solution or
feature of the ZoiPPE service or in the Device or ZoiPPE Software
which allows you to receive voice messages from PSTN users
and other subscribers;
(xvii) "ZoiPPE service" means the voice-over-internet protocol
services, solutions and hardware/software features solutions
ordered or requested for by you and/or agreed to be provided
by or through ZONE from time to time, which services, solutions
and features may include but not limited to, Call-Out service,
Call-In service, Call-In (Hong Kong) service, Voicemail service,
SMS service and other features or services that ZONE may add
thereto from time to time;
(xviii) "Website" means any and all elements and contents
of the website of ZONE with URL www.zoippe.com and, where
the context permits, any other website(s) from which the ZoiPPE
Software can be downloaded;
(xix) "you" means you, a user and/or subscriber of ZoiPPE
service, also used in the form "your" where applicable;
(xx) "ZONE" means ZONE Resources Limited whose correspondence
address is at Room 4101, 41st Floor, Hopewell Centre, 183
Queen’s Road East, Wanchai, Hong Kong, and where the context
permits, its successors and assigns;
(xxi) ZoiPPE Software: means the software distributed by
ZONE for internet telephony applications, enabling you to
use the ZoiPPE service, including any subsequent programming
fixes, updates, upgrades and new versions of such software;
(xxii) ZONE Staff: the officers, directors, employees and
agents of ZONE or its affiliates or third party suppliers,
or any other persons hired by ZONE or its affiliates or third
party suppliers.
Save as aforesaid, words and expressions defined in the General
Terms and Conditions shall, unless the context otherwise requires
or expressly provides, have the same meanings and application
when used in these Terms and Conditions.
(b) Interpretations: Unless expressed to the contrary, in
these Terms and Conditions,
(i) words in the singular include the plural and vice versa;
(ii) any gender includes the other genders;
(iii) if a word or phrase is defined its other grammatical
forms have corresponding meanings;
(iv) these “Terms and Conditions” includes these terms and
conditions (including its annexes) as from time to time amended,
supplemented, novated, restated or replaced and any document
which amends, supplements, novates, restates or replaces this
document in accordance with the provisions of these terms
and conditions;
(v) a business day means, if it relates to any act to be
done by ZONE or its staff, a day (other than Saturday) on
which commercial banks in Hong Kong are generally open for
business, and, if it relates to any act to be done by any
affiliate or third party supplier or its staff, a day other
than Saturday, Sunday and any other day designated as a public
holiday by the Government or public body of the jurisdiction
in which that affiliate, third party supplier or its staff
locates or carries on its business;
(vi) a reference to a person includes a partnership, joint
venture, unincorporated association, corporation and a government
or statutory body or authority; and his/her/its legal personal
representatives, successors, assigns and persons substituted
by novation;
(vii) "includes" means includes without limitation;
(viii) no rule of construction will apply to a clause to
the disadvantage of a party merely because that party put
forward the clause or would otherwise benefit from it;
(ix) "HK$" or "Hong Kong dollars" is a reference to the lawful
currency of Hong Kong. "US$" or "United States dollars" is
a reference to the lawful currency of the United States. In
these Terms and Conditions, unless otherwise specified, the
exchange rate between United States dollars and Hong Kong
dollars shall be 1 : 7.8;
(x) Where two or more individuals or legal persons comprise
"you", a reference to "you" includes each and any two or more
of them; and the obligations on "your" part bind them jointly
and severally; and
(xi) save as expressly provided hereunder, if the date on
or by which any act must be done on the part of ZONE or its
staff under these Terms and Conditions is not a business day,
the act must be done on or by the next business day.
ANNEX A - Call-Out service
The provisions contained in this Annex shall apply if Call-Out
service has been ordered or requested for by you and/or agreed
to be provided by or through ZONE, which provisions form part
and parcel of these Terms and Conditions.
1. Limited emergency call service: You expressly acknowledge
and agree that, unless and until ZONE is providing its Call-out
or Call-In (Hong Kong) service to you in accordance with these
Terms and Conditions, the ZoiPPE service does not and is not
intended to support or carry emergency calls of any kind and
that ZONE is not liable in any manner for such calls. In the
event that, with your permission, another user uses your Account,
you are responsible to inform that user that, except and only
except Call-out or Call-In (Hong Kong) service, it is not
possible to support or carry emergency calls with the ZoiPPE
service.
2. Fees: Fees for Call-Out services shall be calculated by
multiplying the duration of the call by the applicable tariff.
The duration of a call shall be based on one-minute increments
(or 6-second increments as determined by ZONE from time to
time). Fractions thereof will be rounded up to the next minute
(or 6-second increment as determined by ZONE) for every call.
During the call, fees incurred will be deducted automatically
from your Account.
ANNEX B - Call-In service
The provisions contained in this Annex shall apply if Call-In
service has been ordered or requested for by you and/or agreed
to be provided by or through ZONE, which provisions form part
and parcel of these Terms and Conditions.
1. Allocation of Call-In number: If you are eligible for a
Call-In number, it will be allocated to you as soon as reasonably
possible after ZONE has received your request thereto. In
certain cases the Call-In number may be allocated to you by
the Call-In number provider instead of ZONE, and in such cases
you are required to enter into a separate agreement with or
otherwise become bound by the terms and conditions from time
to time promulgated by the respective number provider, in
particular if you are residing in a jurisdiction which prohibits
or restricts ZONE from allocating a PSTN number to you.
2. No transfer of property: You acknowledge and agree that
the allocation and distribution of a Call-In number does not
constitute any transfer of any property or other rights with
regard to the numbers. All rights and title of Call-In numbers
rest with ZONE at all times.
3. No guarantee: No guarantee shall be made by any party
that the requested PSTN number can be allocated or distributed
to you or that you can make use of Call-In service at all.
4. Refusal of Call-In number: ZONE is entitled, without any
liability, to refuse, change or terminate any Call-In number
or the allocation thereof at any time. Without limiting the
generality of the foregoing, ZONE reserves the right to immediately
withdraw the Call-In number allocated to you should you not
comply with any provisions in these Terms and Conditions,
the instructions given by ZONE, ZONE Staff, and/or their respective
affiliates and third party suppliers, any applicable laws,
rules and regulations and the requirements of the relevant
national number plan.
5. Change of Call-In number: In the event that ZONE changes
the Call-In number that has been allocated to you, you may,
at any time prior to such change becoming effective, terminate
your Call-In service in accordance with the provisions of
these Terms and Conditions, with effect from the said change.
Neither ZONE nor any of its Call-In number providers will
be liable for any damages resulting from the change of Call-In
number.
6. Compliance of Laws: You must comply with any reasonable
instructions given by ZONE or the Call-In number provider
with regard to the use of the Call-In numbers and you must
comply with all applicable laws, rules and regulations and
the requirements of the relevant national numbering plan.
7. Provision of information: You must promptly provide accurate
and complete information with regard to your place of residence
and your use of the Call-In service and/or Call-In number,
and all such other information with regard to fulfilment of
these Terms and Conditions, applicable laws, rules and regulations
and the requirements of the national numbering plan, as may
be required from time to time by ZONE or its Call-In number
provider.
8. Limited emergency call service: You expressly acknowledge
and agree that, unless and until ZONE is providing its Call-out
or Call-In (Hong Kong) service to you in accordance with these
Terms and Conditions, the ZoiPPE service does not and is not
intended to support or carry emergency calls of any kind and
that ZONE is not liable in any manner for such calls. In the
event that, with your permission, another user uses your Account,
you are responsible to inform that user that, except and only
except Call-out or Call-In (Hong Kong) service, it is not
possible to support or carry emergency calls with the ZoiPPE
service.
9. Indemnity: You agree to indemnify and hold ZONE and (as
applicable) ZONE Staff, their respective affiliates and third
party suppliers harmless against any and all third-party claims,
actions, proceeding and costs, including attorney's fees,
incurred by ZONE arising out of or relating to any inaccurate
or incomplete information provided by you hereunder, your
violation of the instructions given by ZONE or its Call-In
number provider or to Your violation of any provision in these
Terms and Conditions, any applicable laws, rules and regulations
the requirements of the relevant national numbering plan.
10. Fees: Fees for Call-In shall be immediately accrued and
deducted from your Account upon your subscription thereof
defining the service period of your choice.
ANNEX C - Voicemail service,
The provisions contained in this Annex shall apply if Voicemail
service has been ordered or requested for by you and/or agreed
to be provided by or through ZONE, which provisions form part
and parcel of these Terms and Conditions.
1. Fees: Fees for the Voicemail service shall be immediately
accrued and deducted from your Account upon your subscription
thereof defining the service period of your choice.
2. Limitations: ZONE may from time to time introduce, remove
or amend limits of the use of the Voicemail including but
not limited to message storage time, number of messages and
message length.
ANNEX D - SMS service,
The provisions contained in this Annex shall apply if SMS
service has been used by you and/or agreed to be provided
by or through ZONE, which provisions form part and parcel
of these Terms and Conditions.
1. Fees: Fees for the SMS service shall be immediately accrued
and deducted from your Account upon your usage.
2. Limitations: ZONE may from time to time introduce, remove
or amend limits of the use of the SMS service including but
not limited to number of languages and/or characters, number
of messages and message length.
3. Obligations: You shall ensure that the manner in which
or the contents of any SMS message sent by or through you
shall:-
(a) not contain any contamination or destructive properties;
(b) not corrupt or otherwise destroy any data or software
contained on the service platform of ZONE or its third party
suppliers;
(c) not in any way disrupt or interfere with any services
provided by ZONE to other users of ZoiPPE service;
(d) not contain anything that is misleading, deceiving, obscene,
offensive or defamatory against any person;
(e) not result in your use amounting to a breach of any laws
or regulations or infringement of any rights of any third
party or giving rise to any claim (whether in contract, tort
or otherwise) by any person;
(f) not infringe any intellectual property or similar rights
of any third party;
(g) not be illegal or unlawful and will not be in breach
of any applicable law or code of practices as from time to
time in force in Hong Kong; and
(h) not be obscene, offensive or defamatory against any person
or would give rise to any claim (whether in contract, tort
or otherwise) by any person.
4. Termination: Without prejudice to any provisions in the
main body of these Terms and Conditions, if you send any unsolicited
SMS messages to any person, ZONE reserves its right to terminate
or suspend your Account immediately without prior notice to
you.
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