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Terms of Service

 

gTalk® Home Phone Service Agreement and Terms


Agreement to the terms and conditions set forth in this document (“’Agreement) is a pre-condition for using any part of whole of gTalk® Home Phone service. By downloading/using gTalk® Home Phone software you (‘You or ‘User’) confirm that (a) You are over the age of 18 years, (b) Have the authority and competent to enter into this Agreement on behalf of the entity you represent that is subscribing gTalk® Home Phone service and  (c) abide by the terms of this Agreement. You also confirm your understanding that emergency 911 service is available with gTalk® Home Phone IP Desk Phones and Mobile Applications (App).

 

Being based on IP technology the stability of the gTalk® Home Phone service is largely dependent on the stability of the Internet service that you subscribe for your home or business.  It implies that any PBX service like gTalk® Home Phone is not ‘fail safe’. So gTalk® Home Phone service is designed for ordinary personal and business use only. It is NOT repeated NOT intended for use in life, environment, property threatening or any type of emergency situations.  gTalk® Home Phone categorically disclaims any implied or express warranty of fitness of the service for any kind of emergency situations.     

 

The Agreement covers the rules governing the using gTalk® Home Phone services of any kind (‘Services’).  This service Agreement is between Genusys Inc. (‘Genusys’), the provider of gTalk® Home Phone service and the legal entity represented by You.  


1. License and Limitations

Subscription of gTalk® Home Phone service comes with a limited license and right of use.  The license granted is personal and is NOT assignable or transferable or re-sellable and can be revoked under the terms of this Agreement.  gTalk® Home Phone retains all rights which are not expressly granted to You.

 

Subscription of gTalk® Home Phone service does not grant you permission to resell the service. Written permission under separate contract is a pre-requisite for being a gTalk® Home Phone reseller. You may participate in the ’Refer a Reward’ program of gTalk® Home Phone service to promote the service to friends and family and be rewarded as specified in the program.

 

Subscription of gTalk® Home Phone service in part of full does NOT grant any intellectual property (’IP’) of any part of the gTalk® Home Phone system to You i.e. the subscriber entity.  Under all circumstances gTalk® Home Phone or its licensor(s) will retain exclusive right to the Intellectual Property (‘IP’) of the gTalk® Home Phone system.  The user is granted permission to the limited use of these rights as specified in this Agreement.

 

gTalk® Home Phone reserves the exclusive right to add, remove, or modify features or functions. You understand that gTalk® Home Phone has no obligation in making available to the User any subsequent versions of the Applications or Services. The User may have to enter into revised version of this Agreement if you want to use a new version of the gTalk® Home Phone software. 


2. gTalk® Home Phone Service Account Opening Procedures

Every client (You) of gTalk® Home Phone system must input every requested basic account opening related information (‘Registration Information’). It is incumbent upon You to provide true, accurate, and complete ‘Registration Information’ during account opening and swiftly (within 3 days) update any changes to these information occurring in the future.  Any willful inclusion of inaccurate, false, fraudulent, or incomplete information will render You or your affiliated company ineligible to be a gTalk® Home Phone client and the service will be suspended at the sole discretion of gTalk® Home Phone.  

 

On opening your gTalk® Home Phone account You will receive a set of auto generated emails acknowledging receipt of Your payment, welcome message, detailed system setup information including user ID and password of Your account’s admin panel.  You will also receive a call from gTalk® Home Phone customer support center who will walk you through the setup process.  Pre-configured IP Phone sets (the number of sets depends on Your requirement) are sent by gTalk® to You within a week of opening account.   

 

You are responsible for any activities that occur on Your Account. You shall notify gTalk® Home Phone swiftly if any breach of security has occurred with your account.  You understand that under no circumstances shall gTalk® Home Phone be liable for any unauthorized use of Your Account.  

 

You will provide customer related data (‘Customer Data’) from time to time for smooth functioning and maintenance of Your gTalk® Home Phone system.  gTalk® has the perpetual right to use the data for improvement of service and publish it at its discretion.  gTalk® Home Phone may share Customer Data per gTalk® Home Phone Privacy Policy which is part of this Agreement.

 

3. Representations of Customer

You represent and warrant that:

 

4. Product Promotional Services

In the future You may receive, from time to time, gTalk® Home Phone related service updates and marketing/promotional information free of charge (‘Promotional Information’).  The mode of delivery of these information may be email, mail, flyer, etc. You may request to unsubscribe Promotional Information if you want.  You must understand and agree that not all gTalk® Home Phone clients will receive the same Promotional Information or price break etc.  Information on Special promotion offered to You must be treated as confidential.


5. Product Information and Availability

gTalk® Home Phone makes every effort to accurately present product description, availability, and pricing (‘Product Information’). Nevertheless, errors may occur though rarely. So gTalk® Home Phone does not warrant that Product Information from its Website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (‘Product Materials’) is accurate, complete, reliable, current, or error-free.  In the rare events of errors/inaccuracies detected or reported by customers gTalk® Home Phone reserves the right to take reasonable action to fix the issue immediately. You agree to immediately inform gTalk® Home Phone on any errors or inconsistencies with any Products Information of gTalk® Home Phone service You come across.

 

You understand that gTalk® Home Phone service may experience downtime, though rarely, primarily due to instability in the Internet service You provide.  As a general rule for minor downtime (several hours at a time) no credit allowance will be admissible.  For larger down time gTalk® Home Phone at its sole discretion may grant service credit on case-by-case basis equivalent to the actual prorated charges for the down time.  Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of gTalk® Home Phone and shall be Your sole remedy for any Service interruptions or other issues with the Services.


6. Standard Usage Policies

Under no circumstances gTalk® Home Phone service be used for improper, illegal, infringing, harassing, threatening or fraudulent purposes.   Usage of gTalk® Home Phone service by a client must not interfere with the usage of the same service by some other client or damage the gTalk® Home Phone system itself.  gTalk® Home Phone reserves the right to add to or amend this Use Policy at any time at its sole discretion.


Prohibited Uses of gTalk® Home Phone includes but are not limited to:

 

 

7. Charges, Credits and Taxes

You will be invoiced on all the services Your account uses including taxes and fees.  Also You are responsible to settling those invoices in time.

 

All rates and fees for gTalk® Home Phone services irrespective of where advertised are exclusive of any federal, state, local taxes (Taxes and Fees). You agree to pay all Taxes and Fees and/or similar liabilities that may now or hereafter be levied on the Services which are recoverable from customers by any federal, state, local, or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by gTalk® Home Phone, whether or not mandated by law or regulation.

 

gTalk® Home Phone offers or may offer in the future different service plans to its customers with different rate elements like monthly plan, pre-paid plan, metered plan, unlimited plan etc. Each plan has its special terms and privileges and You as a customer have to consider all terms of the plan you select carefully before signing on. 

 

Plan Credits, Additional Credits, Promotional Credits, and international calling credits have no monetary value and cannot be exchanged for the cash value at any time after such credits are purchased by You.  Any unused Monthly Credits expire at the end of the relevant Service month and do not “roll over” to the next month. Additional Credits and Promotional Credits expire according to the terms of their purchase.

 

If you suspect fraudulent activity or erroneous charges in Your account You agree to contact gTalk® Home Phone as soon as possible.  Frequently gTalk® Home Phone can resolve the issue without bank or credit card company intervention. If You suspect fraudulent activity or erroneous charges on Your gTalk® Home Phone Account, please contact gTalk® Home Phone customer support at 972-318-2900. If You do not contact gTalk® Home Phone within thirty (30) days after the suspected fraudulent activity or erroneous charges appear on Your Account, You waive Your rights to object to or challenge such activity or charges. Furthermore, if You request that Your bank or credit card company perform a chargeback without first contacting gTalk® Home Phone, and gTalk® Home Phone subsequently determines that the charges at issue are not erroneous, gTalk® Home Phone reserves the right to terminate Your Account immediately and take any available legal action. However You are solely liable for any transactions or activities and in no event shall gTalk® Home Phone be liable for any unauthorized use of Your Account.

 

gTalk® Home Phone may offer promotions or discounts from time to time. If a promotion and/or discount is offered on a confidential basis, You agree not to disclose the promotion and/or discount to others.


8. Billing and Payment

Any charges whether initial, usage, monthly, support, and other fees are billed in full in advance and must be pre-paid. Account closing, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination of Your Account for any reason, all unused Plan Credits, and international calling credits shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any unused Plan Credits, Additional Credits, Promotional Credits, or international calling credits or of any remaining periods/months on any Service plan.

 

When You open account You will provide us a valid credit card information and authorize gTalk® Home Phone to settle pre-payments and/or invoices. You agree to notify us of any changes to Your credit card information within a week of its occurrence. If the credit card or other payment method on Your Account is declined or fails for any reason, gTalk® Home Phone will use reasonable efforts to contact You and advise You of the failed billing attempts. However gTalk® Home Phone reserves the right to disconnect Your Service and terminate Your Account if Your credit card on file is declined or fails for any reason, and gTalk® Home Phone reserves the right to continue to attempt charging Your credit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to gTalk® Home Phone.

 

Time is of the essence for payment. Therefore, You agree to pay us interest at the lesser rate of (a) 16% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of gTalk® Home Phone’s rights to collect the full amount due. We may assess an additional fee of the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.

 

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to Your Account.


9. Billing Disputes

You must dispute any charges for the Services in writing to gTalk® Home Phone within thirty (30) days of the date of the charge by gTalk® Home Phone. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such time period, You hereby waive any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to billing@gtalkhome.com.


10. Equipment Return Policy

You are responsible for all return shipping charges for any hardware returned to gTalk® Home Phone for any reason, including situations in which hardware is covered under warranty. If You have purchased any hardware from us or we have otherwise provided You with any hardware and Your Account is terminated for any reason after the end of any free-trial period and prior to the end of Your first year of service, You hereby authorize us to immediately bill your credit card the appropriate equipment return fees, as set forth below.

 

If You cancel Your gTalk® Home Phone Service within ninety (90) days from the date of purchase of the hardware, You may (a) keep the hardware and pay the list price minus the actual price paid for the hardware, excluding taxes, or (b) return Your hardware and receive a full refund. No returns are accepted after ninety (90) days from the date of purchase of the hardware. In addition, the following terms and charges apply to hardware returns:

 

 

11. Account Ownership

The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with gTalk® Home Phone. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. If gTalk® Home Phone is unable to determine the valid owner of the Account, gTalk® Home Phone reserves the right to suspend or terminate the account and services.


12. Number Porting and Availability

gTalk® Home Phone 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 gTalk® Home Phone’s control. Accordingly, You agree that gTalk® Home Phone 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.

 

You understand and agree that gTalk® Home Phone may from time to time need to change the telephone or facsimile number assigned to You (due to an area code split or for any other reason). gTalk® Home Phone 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 or facsimile number.


13. Storage of User Information

gTalk® Home Phone is not obligated to store Your communications logs, voicemails, faxes, e-mails, or other messages and does so only as a convenience to You. You agree that gTalk® Home Phone has no responsibility or liability whatsoever for the deletion or failure to store any customer You acknowledge and agree that gTalk® Home Phone may establish limits as to the size of communications that gTalk® Home Phone transmits or stores and the duration for which gTalk® Home Phone stores any communications.

 

14. Recording Conversations

Certain gTalk® Home Phone 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. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. gTalk® Home Phone expressly disclaims all liability with respect to your recording of telephone conversations.

 

16. Support and Feedback

gTalk® Home Phone provides customer and technical support to You via telephone and e-mail for the Services. gTalk® Home Phone will use reasonable efforts to troubleshoot and resolve issues reported by You but does not make any representations or guarantees that gTalk® Home Phone will be able to fully resolve any such issues. Except as provided in this section, gTalk® Home Phone 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, gTalk® Home Phone may send You service feedback material. You hereby grant gTalk® Home Phone a perpetual, unlimited, worldwide fully-paid up, royalty free license to use all feedback, answers, ideas, comments, or other information You provide to gTalk® Home Phone.

 

17.   Charges and Plan Credits

gTalk® Home Phone offers several different plan options for VoIP Service. You may change Your VoIP Service plan at any time; however, a one-time processing fee of ten dollars ($10) may apply when “downgrading” an existing plan to a plan with lower monthly fees (e.g., a plan with fewer minutes and/or features). In addition, certain plans may entitle You to receive discounts on equipment used in connection with gTalk® Home Phone VoIP Service. If You receive any equipment discounts associated with a VoIP Service plan and subsequently change that plan to one that does not offer those equipment discounts, You agree to reimburse gTalk® Home Phone, and hereby authorize gTalk® Home Phone to charge Your credit card on file, for such equipment discounts.



18.   VoIP 911 Service

gTalk® Home Phone VoIP 911 Service operates differently than traditional 911 service. We are required by the FCC to advise you of the circumstances under which 911 may not be available or may be in some way limited by comparison to traditional 911 service. Such circumstances include:

 

 

 

 

You may update Your Registered Location by logging on to Your Account settings page or calling customer support at 888-898-4591. For purposes of 911 Dialing, You may only register one Registered Location for each VoIP line.

 

Notify All Users of 911 Limitations. You should inform all business colleagues, household residents, guests, and other persons who may be present at the physical location where You utilize the VoIP Service that 911 may not be available or may be in some way limited in comparison to traditional 911 service. gTalk® Home Phone will provide VoIP subscribers stickers warning that “E911 Service May Be Limited or Not Available” for use with any VoIP equipment by mailing stickers to subscribers upon Service initiation. It is Your responsibility to place these stickers on the equipment You use to access VoIP Service. If You have not received a sticker, or You require additional 911 stickers, please contact customer support.

 

Disclaimer of 911 Liability. gTalk® Home Phone disclaims all responsibility for the conduct of PSAPs, the National Emergency Call Center, and all other third parties involved in the provision of emergency response services. gTalk® Home Phone does not have any control over PSAPs, the National Emergency Call Center, or other third parties and is therefore not responsible for whether they answer 911 calls made using the VoIP service, how they answer these calls, or how they handle or respond to these calls. gTalk® Home Phone relies on third parties to assist it in the provision of 911 service and disclaims any and all liability for acts or omissions by third parties in the provision of gTalk® Home Phone’s 911 service.

 

TRS center for Your geographic location.


19. Copyright Infringement

Pursuant to Title 17, Section 512 of the United States Code, any claim of copyright infringement for any material You believe to reside on gTalk® Home Phone’s Applications should be provided in writing to gTalk® Home Phone’s Legal Department at gTalk® Home Phone’s current address as posted on gTalk® Home Phone’s Website.


20. Export Restrictions

You represent and warrant that (a) You are not located in (and will not use the Services or Applications in) a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) You are not listed on any U.S. Government list of prohibited or restricted parties relating to exports.

 

21. Indemnification

To the maximum extent permitted by applicable law, You shall indemnify and hold harmless, individually and collectively, gTalk® Home Phone, its affiliates, agents, resellers, and other providers who furnish goods and services to You in connection with the Services, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties”) from and against any and all liability/claims.


22. Term

Your license to the Applications and Services is provided for a term specified in Your Services contract (the “Term”). The initial Term begins on the date that you sign up for the Services (the “Date of Purchase”).

 

The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to You unless You notify gTalk® Home Phone customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in Your Services contract.


23. Termination

You may cancel or terminate Your use of the Services with or without cause at any time by calling customer service at 972-318-2900, subject to the restrictions and fees provided in this Agreement, Your Services contract, and any additional agreements governing the Services.

 

Generally. You understand and agree that gTalk® Home Phone may at any time, and without additional notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services if gTalk® Home Phone determines that You have materially breached this Agreement.

 

Upon any termination or suspension of Your Account, gTalk® Home Phone may immediately deactivate or delete Your Account and all related information and files in Your Account and/or restrict any further access to such files, information, or the Applications or Services.

 

gTalk® Home Phone shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Applications or Services.

 

If You or gTalk® Home Phone terminate or suspend Your right to use the Services, You shall not be entitled to any refund or pro ration of any pre-paid amounts, Plan Credits, international calling credits, or other amounts paid to gTalk® Home Phone prior to the termination or suspension date.


24. Force Majeure

gTalk® Home Phone shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God or suppliers, sabotage, war, government requirements, or other events that are beyond gTalk® Home Phone’s reasonable control.


25. Warranty Disclaimer

THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND gTalk® Home Phone MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY, WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF OR ANY COUNTRY. gTalk® Home Phone MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS (INCLUDING PATENT AND TRADE SECRET RIGHTS). THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY YOU.


gTalk® Home Phone MAKES NO WARRANTY ON UP-TIME or RESPONSE TIMES

 

gTalk® Home Phone MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

 

gTalk® Home Phone DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM gTalk® Home Phone, ITS EMPLOYEES, RESELLERS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

 

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT gTalk® Home Phone CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.


26. Limitation of Liability

IN NO EVENT SHALL gTalk® Home Phone BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF gTalk® Home Phone HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY gTalk® Home Phone. gTalk® Home Phone’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE MONTHLY FEES gTalk® Home Phone CHARGED YOU DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.


27. Notices

Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, at gTalk® Home Phone’s option, three (3) days following the date deposited in regular United States Mail, postage prepaid, and addressed to Your current address on Your Account. You are responsible for notifying gTalk® Home Phone of any changes in Your contact information or address through Your Account settings page or by contacting our customer service.

 

Written notice to gTalk® Home Phone shall be effective when directed to gTalk® Home Phone’s Legal Department and received at gTalk® Home Phone’s then-current address as posted on gTalk® Home Phone’s Website, available here. Your notice must specify Your name, Account information, and security verification question and answer. All notices from You to gTalk® Home Phone must be made in writing.


28. Assignment

gTalk® Home Phone may assign this Agreement and any of its rights and obligations hereunder at any time. You may not transfer or assign this Agreement or any of Your rights or obligations under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.


29. Future Changes to this Agreement

We may change the terms of this Agreement from time to time upon delivery of electronic or written notices to You. gTalk® Home Phone generally provides written notice of changes to Your account, including this Agreement and any other legal agreements, via email, electronic notice on the gTalk® Home Phone Website or Your Account Page, or on Your billing statements. You agree to carefully read and review each such e-mail notice, electronic notice, and billing statement from gTalk® Home Phone fully regarding any such notices of changes to Your Account.

 

30. Interpretation of this Agreement

This Agreement, including the documents incorporated herein, constitutes the entire agreement between You and gTalk® Home Phone with respect to the Applications and Services and supersedes all prior or contemporaneous understandings regarding such subject matter.

 

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect. The failure of gTalk® Home Phone to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or any other provision.


31. Dispute Resolution and Optional Arbitration

In the event of any dispute, claim, question, or disagreement between You and gTalk® Home Phone (“Dispute”), You and gTalk® Home Phone shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, You and an authorized member of gTalk® Home Phone’s legal department (or other representative of gTalk® Home Phone designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither You nor gTalk® Home Phone shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

 

You agree that any Disputes shall be adjudicated in the state and federal courts of the State of Texas, U.S.A. Notwithstanding the adjudication requirement above, for any Disputes involving ten thousand dollars ($10,000) or less, either party may choose to resolve such Dispute through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution provider mutually agreed upon by the parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision shall be final and legally binding.

 

In the event of any litigation/arbitration between You and gTalk® Home Phone, the non-prevailing party shall reimburse the prevailing party for all reasonable and documented attorneys’ fees, costs, and expenses relating to the Dispute.


32. Choice of Law

This Agreement and Your use of the Applications and Services shall be governed by and construed under the laws of the State of Texas and the United States without regard to its conflict of law rules.