Terms of Service

1. Introduction

Welcome to UCNext. These Terms of Service ("Terms") govern your access to and use of the UCNext platform, website, and services (collectively, the "Services"). Please read these Terms carefully before using our Services.

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

UCNext Inc ("we," "our," or "us") reserves the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our website or through other communications. Your continued use of the Services after such notice constitutes your acceptance of the modified Terms.

2. Service Description

UCNext provides a unified communications platform that integrates voice, video, messaging, and collaboration tools. Our Services may include, but are not limited to:

• Voice calling and PBX features
• Video conferencing
• Team messaging and collaboration
• Virtual receptionist services
• Call analytics and reporting
• Mobile and desktop applications

We may update, modify, or discontinue any aspect of our Services at any time, with or without notice.

3. Account Registration and Responsibilities

To access certain features of our Services, you may need to create an account. When you register for an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access to your account
• Be responsible for all activities that occur under your account

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. We are not responsible for any loss or damage arising from your failure to comply with these requirements.

You must be at least 18 years old to create an account and use our Services. By creating an account, you represent and warrant that you are at least 18 years old.

4. Payment Terms

Some of our Services require payment. By subscribing to a paid Service, you agree to the following:

4.1 Subscription and Billing

You agree to pay all fees associated with your selected subscription plan. We will bill you in advance on a recurring basis (monthly or annually, depending on your plan). All payments are non-refundable unless otherwise specified.

4.2 Price Changes

We may change the fees for our Services at any time. We will provide notice of any price changes at least 30 days before they become effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the modified price.

4.3 Taxes

All fees are exclusive of taxes, which we will charge as applicable. You are responsible for paying all taxes associated with your use of the Services.

4.4 Late Payments

If your payment is not successful, we may suspend or terminate your access to the Services. You will remain responsible for all unpaid fees plus any applicable late fees or penalties.

5. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates any applicable federal, state, local, or international law or regulation
• Use the Services to transmit any material that is defamatory, obscene, threatening, harassing, abusive, hateful, or otherwise objectionable
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack
• Use the Services to send unsolicited communications, promotions, or advertisements, or to spam, phish, or pharming
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful

We reserve the right to terminate or suspend your access to the Services immediately, without prior notice or liability, for any violation of these Terms or for any other reason.

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by UCNext Inc, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials
• You may store files that are automatically cached by your Web browser for display enhancement purposes
• You may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use

6.2 Your Content

You retain all rights to any content you submit, post, or display on or through the Services ("Content"). By submitting, posting, or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content in connection with providing the Services.

You represent and warrant that: (i) you own the Content or have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the submission of your Content does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person.

7. Service Availability and Modifications

7.1 Service Availability

We strive to ensure that our Services are available 24/7. However, we do not guarantee that the Services will always be available, uninterrupted, or error-free. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time without notice. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

7.2 Service Level Agreements

If you have purchased a subscription that includes a Service Level Agreement (SLA), the terms of that SLA will govern service availability and any remedies for service unavailability.

8. Termination

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including, without limitation, if you breach these Terms.

Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services or contact us to request account deletion.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. Disclaimers and Limitations of Liability

9.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

UCNext Inc, its subsidiaries, affiliates, and licensors do not warrant that: (a) the Services will function uninterrupted, secure, or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Services are free of viruses or other harmful components; or (d) the results of using the Services will meet your requirements.

9.2 Limitation of Liability

IN NO EVENT SHALL UCNEXT INC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; AND (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO US FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Indemnification

You agree to defend, indemnify, and hold harmless UCNext Inc, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your Content, any use of the Services' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

11. Dispute Resolution

11.1 Informal Resolution

Before filing a claim against UCNext Inc, you agree to try to resolve the dispute informally by contacting us. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or UCNext Inc may bring a formal proceeding.

11.2 Arbitration

You and UCNext Inc agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, California, or any other location we agree to.

The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

11.3 Exceptions

Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.

11.4 Class Action Waiver

ANY CLAIMS BROUGHT BY YOU OR UCNEXT INC MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

12. Governing Law

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

13. Miscellaneous

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and UCNext Inc concerning the Services.

13.2 Waiver

No waiver by UCNext Inc of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of UCNext Inc to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

13.3 Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

13.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without UCNext Inc's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. UCNext Inc may freely assign or transfer these Terms without restriction.

13.5 Notices

Any notices or other communications provided by UCNext Inc under these Terms will be given by posting to the Services or by email to the address you provide to us. You agree to receive all communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

14. Contact Us

If you have any questions about these Terms, please contact us at: