Terms of Service and

End User License Agreement

These Terms of Service and End User License Agreement (“Agreement”) constitute a legal agreement between you (“You”) and Ribbit Corporation (“Ribbit”), for Your use of Ribbit’s website (the “Website”) and Ribbit’s services (the “Ribbit Services”).  Please read this Agreement carefully.  By using the Website or the Ribbit Services, You signify Your acceptance of this Agreement.  You also agree to ensure that anyone who uses the Website or the Ribbit Services using Your account abides by this Agreement.  This Agreement, and any new versions entered into between Ribbit and You, covers use of the Website or one or more of the Ribbit Services.  You acknowledge and agree that additional terms and conditions contained on the Website may apply to your use of certain Ribbit Services and/or the Website.  You can accept this Agreement by clicking on the ACCEPT button or similar buttons or links designated by Ribbit.  If You do not agree to the terms and conditions of this Agreement, do not register for or use Ribbit Services or the Website. 

1.  Registration for the Ribbit Services.  By using the Website or the Ribbit Services, You accept and agree to be bound by the provisions of this Agreement, including prices, charges, and terms and conditions of the Ribbit Services.  Ribbit has the right to revise this Agreement at any time by posting such changes to the Website or providing notice to You.  Your continued use of the Website or the Ribbit Services shall be deemed Your acceptance of any such revisions.  By using the Website or the Ribbit Services, You also agree to the use of electronic communication in order to enter into agreements, place orders, and to the electronic delivery of notices, policies and records of transactions to You by Ribbit.  You expressly waive any rights or requirements under any laws or regulations in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law. Ribbit reserves the right, at its sole discretion, to refuse or reject Your registration.

2.  Ribbit Services.  Ribbit provides users with access to a variety of services, including, but not limited to, Ribbit Messaging, Ribbit Reach and Ribbit Phone.  You may elect to purchase one or more of the Ribbit Services pursuant to this Agreement.  The names and descriptions of the Ribbit Services are for convenience only and are not intended to fully describe the Ribbit Services or to limit the ability of Ribbit to change the Ribbit Services at any time.  Additional information on the Ribbit Services is available on the Website.

Ribbit Messaging – An enhanced voicemail service that gives You multiple options for delivery of, and access to, voicemail messages. You can access Your voicemail in audio format by telephone and the Web and have voicemails sent to You as an attachment to an email. You may separately subscribe to Ribbit’s voice-to-text service that transcribes voicemails to text automatically or manually via humans and sends them to You by email.  A separate fee will be charged for the voice-to-text service. 

Ribbit Reach –  An enhanced unified messaging system that allows You to receive calls on the device(s) of Your choice.  Ribbit Reach is a powerful tool that allows You to aggregate Your calls on one platform and allows You to determine where and when You would like to receive a particular communication. 

Ribbit Phone – An enhanced communications service that allows You to place calls from Your computer to other Ribbit Phone users and to any person with a telephone number.  Additional enhanced calling capabilities are included as part of Ribbit Phone. 

3.  License. For each of the Ribbit Services You purchase, Ribbit hereby grants to You a personal, non-exclusive, non-commercial, non-transferable, non-sublicenseable, revocable, worldwide license to access and use the Ribbit Services, subject to the terms and conditions of this Agreement.  You are responsible for use of the Ribbit Services and shall abide by this Agreement and all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Ribbit Services. Although certain communications services provided by third parties may be incorporated into the Ribbit Services, those communications services are not severable from the Ribbit Services and Ribbit does not license or offer for sale any communications service independent of the Ribbit Services.  All rights not expressly granted in this Agreement are reserved by Ribbit and its licensors. 

4.  Prices and Payment. 

4.1  Prices.  For each Ribbit Service You subscribe to, You agree to pay the prices set forth on the Website, including applicable taxes.  The prices set forth on the Website  include all charges for the right to use the Ribbit Services You subscribe to and standard support services specified by Ribbit, but exclude all taxes, surcharges, assessments, government fees and charges for any special or enhanced services You use.  In addition, as set forth in Section 4.7 below, the prices on the Website exclude any charges assessed by Your fixed or mobile telephony providers.  Ribbit may assess additional fees if You request a change in any Ribbit Service.  There also may be additional charges for calls made using Ribbit Phone to or from certain locations including, without limitation, international calls, payphones, and areas within extended calling zones.  Ribbit may change the prices for Ribbit Services, in Ribbit’s sole and absolute discretion, by making such changes on the Website and You agree to be bound by such changes with respect to all Ribbit Services used after the date such changes are made on the Website.   

4.2 Taxes. Charges are exclusive of applicable value-added, sales, use, excise, customs duties or other taxes, fees or surcharges (including, but not limited to regulatory fees or surcharges) (“Taxes”), relating to the sale, purchase, transfer of ownership, delivery, installation, license, use or processing of the Ribbit Service.  You will pay all such Taxes including those paid or payable by Ribbit and any related interest and penalties, for goods or services supplied under this Agreement, except to the extent a valid exemption certificate is provided by You to Ribbit prior to the delivery of the Ribbit Service.

In the event that payment of any amount of the charges becomes subject to withholding tax, levy or similar payment obligation on sums due to Ribbit under this Agreement such withholding tax amounts shall be borne and paid for by You in addition to the sums due to Ribbit.  You will provide Ribbit free of charge with the appropriate certificate(s) from the relevant authorities confirming the amount of the withholding taxes, levies or similar payments borne and paid for by You.

4.3  Payment Terms.  You will be invoiced or charged by credit or debit card for Ribbit Services that have been provisioned through the Website.  Ribbit Services are generally billed monthly in advance.  In addition, Ribbit may assess You for usage, excessive usage, or other charges on a retroactive basis or request prepayment of anticipated usage charges.  Ribbit will charge You the rates in effect under Your subscription plan, plus any taxes and surcharges, including but not limited to regulatory fees whether directly or indirectly assessed, as such rates may be updated by Ribbit from time to time.  Some charges (such as, but not limited to, usage charges, taxes and surcharges) may accumulate in Your account before You are charged for such amounts, or such amounts may be charged to You as assessed.  You are responsible for payment of all such charges.  Any charges invoiced to you will be due 30 days after date of invoice. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. All payments made (or required to be made) by You under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority.  Your billing cycle starts on the day You subscribe to the Ribbit Services and Your subscription is successfully processed by Ribbit.  If there is a change in Your subscription, Your billing cycle also may change.

4.4  Billing Disputes.  All payment obligations are non-cancelable and all amounts paid are non-refundable.  You acknowledge and agree that the billing and contact information provided to Ribbit is complete and accurate and that You will maintain the continuing accuracy of that information.  If You believe Your bill is incorrect, You must contact Ribbit in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive consideration of an adjustment or credit.  Items not disputed within thirty (30) days after the applicable invoice date shall be deemed to be correct.

4.5  Payment Authorization.  You agree that all payments by You will be made to Ribbit via credit or debit card.  Ribbit may change the types of cards accepted at any time at its sole discretion.  You are solely responsible for the use of the account from which payment is made.  If You provide an account number that Ribbit accepts for payment of Your monthly bills, You are authorizing Ribbit to charge all amounts You owe, then or later, to that account and to demand immediate payment from the card issuer.  You also agree to pay, under the terms of Your agreement with Your card issuer, the amounts charged to Your account.  Each time You use Ribbit Services, You reaffirm that Ribbit is authorized to charge Your card.  You agree to authorize Ribbit to charge purchases made online to the account supplied by You to Ribbit when You subscribed to the Ribbit Services, or the account that Ribbit has on file for You when You make a purchase. You agree to pay all costs and expenses, including without limitation, attorney's fees incurred by Ribbit to collect any monies due under this Agreement.  It is Your responsibility to notify Ribbit promptly if the card information You have provided is no longer accurate.  You acknowledge that if Your card is rejected, or payments are disputed, Ribbit may terminate or suspend the Ribbit Services provided to You until payments are resumed and received or disputes have been finally resolved.  You understand that Ribbit may not be able to distinguish between credit and debit cards.  You agree to waive Your rights under FDIC Part 205 –Electronic Fund Transfers (Regulation E) to receive 10 days advance notice from Ribbit regarding the amount that Ribbit will debit from Your account.  While Ribbit may send You messages about Your billing, Ribbit is not obligated to do so and may change or cease its messages at any time.

4.6  Usage Charges.  Where usage charges apply, Ribbit bills usage charges in full minute increments.  Unless stated otherwise on our Website, Ribbit will round partial minutes up to the next full minute.  Rates for calls to international locations using Ribbit Phone may be found on the Website. 

4.7  Charges by Fixed and Wireless Carriers.  When You use Ribbit Messaging Your voicemails are forwarded to Your Ribbit voicemail box.  In addition, when You use Ribbit Reach Your incoming calls are forwarded to Ribbit.  If You dial into Your Ribbit voicemail box or if incoming calls are forwarded to Ribbit, Your fixed or wireless telephone provider may charge You in accordance with the service agreement in place between You and such provider.  Your providers also may charge You for text messages sent to Your phone by Ribbit, roaming charges, or other charges.  Any such charges are in addition to the charges paid by You to Ribbit for use of the Ribbit Services, and You are solely responsible for such charges.  You should check the rates charged by Your fixed or wireless providers for these services.  You agree that You will not hold or seek to hold Ribbit responsible or liable for any such third-party charges.

5. Non Commercial Use.  The Ribbit Services are intended for personal use by You and are not intended for resale or other commercial use.  Other than using the Ribbit Services as permitted under the provisions of this Agreement, the Terms, and any other written agreements between You and Ribbit, You may not sublicense, sell, resell, transfer, assign, distribute, make any commercial use of, or otherwise generate income from the Ribbit Services.  Ribbit reserves the right to immediately disconnect or suspend Your service if Ribbit determines, in its sole discretion, that Your use of the Ribbit Services is inconsistent with this Agreement.

6.  Proprietary Rights.

6.1  Ribbit or its licensors own and shall retain all proprietary rights, including all copyright, patent, trade secret, trademark and all other intellectual property rights, in and to the Website and the Ribbit Services.  You acknowledge that the licenses granted under this Agreement do not provide You with title to or ownership of the Website or the Ribbit Services, but only a right to use the Website and Ribbit Services under the provisions of this Agreement.  You shall not cause or permit the modification, disassembly, decompilation or reverse engineering of the Website or the Ribbit Services or otherwise attempt to gain access to the source code to the Website or the Ribbit Services.  You may not modify, adapt, translate or create derivative works based on all or any part of the Website or the Ribbit Services.

6.2  You may from time to time voluntarily elect to provide suggestions, comments and other feedback (“Feedback”) to Ribbit with respect to the Website or the Ribbit Services. Ribbit may, in connection with any of its products, services, specifications or technologies, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation or restriction based on intellectual property rights or otherwise.  Ribbit shall retain ownership of any Feedback.  You shall not provide any Feedback subject to any terms that would impose any obligation on Ribbit or any of its customers or partners.

6.3   Regarding interactive features on the Website, for any images, text, video, audio, data or other information (referred to here as "Content") you submit to Ribbit, including profile information, blog posts, chat room or forum pages, and any e-mail, you affirm, represent and warrant that you own the right to utilize, to license and to sublicense the Content and you grant to Ribbit a non-exclusive, worldwide, paid-up, royalty-free and irrevocable perpetual license, including right of sublicense, to use, to assign, display, distribute, perform, reproduce in whole or in part, and modify the Content in any media, in any manner, in whole or part, without any restrictions to you, for the sole intended purpose of the Website and/or services provided.  You also grant to each user of the Website a non-exclusive license to access the Content through the Website and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Sites and under this Agreement. 

For any Content you post that you do not own, you guarantee to us that you have the legal right to post such Content and that it will not violate any law or the rights of any person or entity.  IN OTHER WORDS, AND AMONG OTHER THINGS, YOU WILL NOT POST CONTENT ON THE WEBSITE YOU DO NOT OWN WITHOUT PERMISSION OF THE OWNER OF THE CONTENT, INCLUDING WRITTEN, PHOTOGRAPHIC, MUSIC AND VIDEO CONTENT

7.  Terms of Use.

7.1  Ribbit is not a Traditional Telephone Service.  You acknowledge and agree that the Ribbit Services are not traditional telephone services or replacements for Your primary telephone service.  There are important differences between traditional telephone services and Ribbit Services.  For Ribbit Services involving voice communications, Ribbit provides only enhanced voice communication services.  Voice communications services provided by third parties are procured by Ribbit and converted to Internet Protocol (“IP”) and delivered to You via high-speed Internet connection.  Ribbit Phone cannot be used to provide inbound calling to You or be used to make operator-assisted or collect calls.

7.2  Unless otherwise specified in the applicable service terms, Ribbit does not provide Emergency Services.  “Emergency Services” means services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements, including 911 or E911.  Ribbit Services are not traditional telephone services or replacements for Your primary telephone service.  You need to separately purchase, from a service provider other than Ribbit, fixed or wireless telephone services in order to access Emergency Services.  In the event that another person uses Your Ribbit account, it is Your responsibility to inform that person that it is not possible to contact Emergency Services using the Ribbit Services.

NEITHER RIBBIT, ITS AFFILIATES AND SUBSIDIARIES NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS 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 THE RIBBIT SERVICES OR ANY OTHER SERVICE PROVIDED HEREUNDER TO CONTACT EMERGENCY SERVICES OR EMERGENCY SERVICES PERSONNEL.  You shall defend, indemnify, and hold harmless Ribbit and its officers, directors, shareholders, employees or agents and any other service provider who furnishes any services to You in connection with the Ribbit Services, from any and all claims, losses, damages, costs and expenses (including, without limitation, attorney’s fees) by, or on behalf of, You relating to the absence, failure or outage of the Ribbit Services or any other service provided hereunder, including specifically any claims arising out of the failure of Ribbit or the Ribbit Services to offer Emergency Services.

7.3  What You Need to Get the Most of Ribbit.  In order to make full use of the Ribbit Services, You must provide certain equipment and services.  You must provide high-speed Internet connection services including a computer, modem, speakers, and microphone.  In addition, to use Ribbit Messaging and Ribbit Reach, You must either subscribe to a local exchange telephone service or a wireless telephone services that include “call forwarding on busy and no-answer” calling feature or purchase a separate Service from Ribbit which shall include a telephone number.

7.4  Ribbit is not Responsible for Third Party Services . Certain features of the Ribbit Services allow You to subscribe to third party services or applications developed by third parties for use in conjunction with Ribbit Services (“Third Party Services”). Ribbit offers no guarantees and assumes no responsibility or liability of any type with respect to the Third Party Services, including, without limitation, any liability resulting from incompatibility between the Third Party Services and the Ribbit Services.  You agree that You will neither hold nor seek to hold Ribbit responsible or liable with respect to the Third Party Services.

7.5  General Use Restrictions.  Subject to paragraph 6.3 above, all information, documents, products, software, and services (the “Materials”) on this Website were provided by Ribbit, or to Ribbit by their manufacturers, authors, developers and vendors, and are the intellectual property of Ribbit and/or the third party providers.  All of the trademarks, service marks, and logos displayed on the Website are registered or unregistered trademarks or service marks of Ribbit or its third party providers.  In addition, all Materials on this Website are protected by copyright, patents, or other proprietary agreements, laws, and rights.  You are permitted to use the Materials only as expressly authorized by Ribbit or its licensors. If you are a copyright owner and believe infringing material is present on the Website, please refer to the procedures outlined in the Ribbit DMCA Copyright Infringement Claim and Counter-Claim Policy.

7.6  Lawful purposes.  You will use the Website and the Ribbit Services solely for lawful purposes.  In this respect, You may not, without limitation (i) intercept or monitor, damage or modify any communication which is not intended for You; (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Website or the Ribbit Services or the communications; (iii) send any unsolicited commercial communication not permitted by applicable law; (iv) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (v) use the Website or the Ribbit Services to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; (vi) collect, use or store personally identifiable information about other users; (vii) use any material or content that is subject to any third party proprietary rights, unless You have a licence or permission from the owner of such rights; (viii) use the Website or the Ribbit Services to stalk another or create or distribute any images, sounds, messages or other materials, which are obscene, harassing, racist, malicious, threatening, fraudulent, infringing or libelous; (ix) create a false identity, impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (x) express or imply that any statements you make are endorsed by Ribbit, or (xi) use the Website or the Ribbit Services for any activity that may be considered or is unethical, immoral, interfering or infringing any third party’s rights, or illegal.

7.7  Control over Transmissions.  You shall be solely liable for any transmissions sent through the Website and the Ribbit Service.  Ribbit has no control over the content of any transmission nor will it be liable for such content.  At any time and from time to time, Ribbit has the right to restrict termination to any telephone numbers, in its sole discretion.  These may include, without limitation, certain geographic locations, special services numbers, satellite telephony services, and other call forwarding services.  In addition, You covenant and agree to abide by all rules, regulations, procedures and policies of Ribbit and any policies of the networks connected to the  Website and the Ribbit Services. You acknowledge that the Internet lacks security, is not an error free computer network, and that the Internet and Your own internal network may be unavailable occasionally.  You acknowledge that Ribbit is neither responsible for, nor warrants the Internet or Your network. You represent that your network shall be free of any virus, Trojan Horse, cancel bot, timebombs or other devices developed to disable or to erase, damage or corrupt the Services, and Ribbit shall not be liable therewith. In any interactive features, opinions and other statements expressed by users and third parties are theirs alone, not opinions of Ribbit.  Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed or guaranteed by Ribbit.

7.8  Links to Third Party Sites.  This Website may contain links to other websites that are not under the control of or maintained by Ribbit.  Ribbit does not review, monitor, or check the accuracy of content published on third party sites and is not responsible for the content of those sites.  Ribbit provides these links to You as a convenience, and the inclusion of any link does not imply affiliation with or endorsement by Ribbit of those sites.  If You choose to purchase any products or services from a third party, Your relationship is directly with that third party and Ribbit is not responsible or liable for any loss or damage of any sort You may incur from dealing with any third party.  Please refer to the separate terms of use, privacy policies, and other rules posted on these third party sites before You use them. 

7.9  Interactive Features.  Please note that, because the Website may host interactive features such as message boards, blogs, commenting opportunities, reviews and feedback areas and other forums (collectively, the "Interactive Features”), Ribbit  requires certain rights in those materials that enables us to post these materials on the Website  and services. Accordingly, by sending or transmitting to Ribbit  suggestions, ideas, notes, concepts, information or other materials (collectively, "Submissions"), or by posting such Submissions to any area of the Website, you grant Ribbit and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), publicly perform, publicly display, digitally perform, make, have made, and import such Submissions in any media now known or hereafter developed, for the sole intended purpose of the Website and/or services, commercial or otherwise, without compensation to the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on the part of Ribbit and Ribbit will not be liable for any use or disclosure of any Submissions.

The Interactive Features of the Website are designed to permit you to share your ideas and opinions. Information on the Interactive Features may be  provided by our staff and non-affiliated contributors, some of whom may use anonymous screen names and are people not otherwise connected with us. You acknowledge that a large volume of information may be available in our Interactive Features and that people participating in such Interactive Features occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, misleading or deceptive.  Ribbit neither endorses nor is responsible for such messages or statements, or for any opinion, advice, information or other utterance made or displayed on the Sites or Interactive Features by third parties. The opinions expressed in the Interactive Features reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of Ribbit. Ribbit is not responsible for the truthfulness of postings or any errors or omissions in postings in the Interactive Features, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will Ribbit or its affiliates, be liable for any loss or damage caused by your reliance on such information obtained through the Website or the Interactive Features.

Ribbit reserves the right, but not the obligation, to monitor the Sites and to remove any information that Ribbit, in its sole discretion, considers to be inappropriate or unlawful.  You acknowledge and agree that Ribbit has the right (but not the obligation) to monitor the Interactive Features and the materials you transmit or post; to alter or remove any such materials (including, without limitation, any posting to a Forum or Comment Area); to reasonably disclose such materials and the circumstances surrounding their transmission (i) to any third party for legitimate business purposes such as to operate the Website properly; (ii) to protect ourselves, and our visitors; and (iii) to comply with legal obligations or governmental requests. 

You acknowledge and agree that all materials and information you provided will be deemed to be provided to us on a non-confidential and non-proprietary basis. 

7.10  Representations and Warranties. You represent and warrant to Ribbit that (i) You are authorized to enter into and comply with this Agreement; (ii) You are of legal age to enter into this Agreement and that You have read and understand fully its terms and conditions; and (iii) You will at any and all times meet with Your obligations under this Agreement, as well as any and all laws, regulations and policies that may apply to the use of the Website or the Ribbit Services.

7.11  Registration Information.  You agree to provide true, accurate, current and complete data to Ribbit upon registering for the Ribbit Services and at subsequent times as requested by Ribbit.  If You provide data that is, or that Ribbit suspects to be, false, inaccurate, not current or incomplete, Ribbit has the right to suspend or terminate the Ribbit Services and refuse any and all current or future use of any or all Ribbit Services.  You shall maintain and promptly update Your registration data as applicable. 

7.12  Protection of Passwords.  Upon completion of all registration information and acceptance of this Agreement, You will receive a password, user ID, and when applicable, a PIN.  You are solely responsible for maintaining the confidentiality of Your password, user ID, and PIN, and will be responsible for all transactions and activities that occur as a result of Your disclosure of such information, whether or not such transactions or activities were expressly authorized by You.  You shall not give account information to third parties.  You shall immediately notify Ribbit of any unauthorized use of Your account or of any other breach of security.

7.13  Forwarding Numbers.  You agree that the Ribbit Services are for personal use and agree to enter forwarding telephone numbers that are controlled by You.  If Ribbit finds forwarding telephone information that Ribbit suspects to be false, inaccurate, not current or otherwise not under Your control, Ribbit has the right to suspend or terminate the Ribbit Services and refuse any and all current or future use of all Ribbit Services, or any portion thereof.

7.14  Service Limitations.  You acknowledge that to the extent the Ribbit Service includes any services which are not capped as to volume, Ribbit reserves the right to impose limits on usage for any user activity which Ribbit deems to be abusive, unduly burdensome on Ribbit or the Ribbit platform, harmful to other users, or substantially above that of standard personal usage or standard business usage by and individual user.  You acknowledge that any use beyond 1,200 minutes of Ribbit Phone (unlimited U.S. domestic package), or 150 voice-to-text transcriptions on Ribbit Messaging (unlimited package), will be considered excessive usage. Ribbit has the right to restrict calls or connections to any telephone numbers in its sole discretion. These may include, but are not limited to certain geographic locations, special services numbers, satellite telephony services, and other call forwarding services.

7.15  Voicemail Transcription in Ribbit Messaging Service.  As part of Ribbit Messaging You may separately subscribe to Ribbit’s voice-to-text transcription service, which transcribes Your voicemails to text automatically or manually via humans and routes them to You by email.  You acknowledge and agree that certain messages may not be able to be transcribed or may only be partially transcribed.  Reasons for inability to transcribe messages include, but are not limited to, the caller hanging up before leaving a message, poor dictation, noisy background, poor connections, unclear speech or unacceptable content.  The Ribbit Messaging Service limits message length to three minutes per voicemail message.  You acknowledge that transcriptions are billed in 30-second intervals up to the maximum of six intervals for a three-minute message.  In addition, the transcription feature in Ribbit Messaging is supported only in English and Spanish and Ribbit may add other languages at its discretion.  You acknowledge that Ribbit Messaging Service may not transcribe voicemail messages left in any other language.

7.16 Confidential Information. Each party agrees that all code, inventions, know-how, business, technical, financial and other proprietary information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services, technical information and other code or data of any type provided by Ribbit (or its agents) shall be deemed trade secret and Confidential Information of Ribbit without any marking or further designation.  The terms and conditions of this Agreement are Confidential Information of Ribbit.  Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information except to affiliates or advisors who are under an obligation of confidentiality equivalent to this Section 7.16 and have a need to know such Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).  The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

8.  Privacy.  Your privacy is very important to us.  By accepting this Agreement or by using the Website or the Ribbit Services You accept all terms and conditions of Ribbit’s Privacy Policy as published on the Website at http://www.ribbit.com/privacy/, as may be amended from time to time (the “Privacy Policy”).  The terms and conditions of the Privacy Policy are incorporated herein by reference.  By using the Website or the Ribbit Services, You consent to have Your personal data collected and processed in accordance with the terms of the Privacy Policy. In particular, but without limitation, and in line with our Privacy Policy you consent to your data being transferred to our offices and those of our service providers around the world.

9.  Modifications to Ribbit Services. 

9.1  During the term of this Agreement, Ribbit may modify or discontinue the Website or the Ribbit Services at any time and from time to time, with notice to You.  Without limiting the generality of the foregoing, Ribbit may, from time to time, with or without notice and at its sole discretion, establish or change practices, limitations and restrictions for administering such Ribbit Services, including without limitation: (i) how often all or a part of the Ribbit Services or account may be accessed; (ii) the duration of any access; (iii) the maximum number of days that messages or postings will be retained; (iv) the maximum number of messages or postings allowed; (v) the size and nature of messages and postings; (vi) the maximum storage space available for an account; and (vii) any other matter related to the administration of the Ribbit Services.  You agree that Ribbit shall not be responsible or liable in any way for deactivation or deletion of accounts or for loss of emails, voicemails, communications, postings, data or information as a result of, or arising out of, administration of the Website or the Ribbit Services, whether or not You are given prior notice thereof. 

9.2  Ribbit may delete accounts that are inactive for an extended period of time as determined by Ribbit in its sole discretion.  Ribbit may delete pending accounts that have not yet been validated by You after a period of time as determined by Ribbit in its sole discretion.  Ribbit may also, at any time and from time to time, as determined by Ribbit in its sole discretion, purge information on its systems, databases or the Ribbit Services.  Ribbit shall not be liable to You or any third party for any reason for Ribbit modifying or terminating the Website or the Ribbit Services, in whole or in part.  You may wish to create a back-up copy of any important information that is stored on the Ribbit Services.  Ribbit shall not be responsible or liable in any way for any information or data loss in connection with the Website or the Ribbit Services.

10.  Term and Termination. 

10.1  Term.  This Agreement will be effective as of the date on which this Agreement is entered into by You clicking on the ACCEPT button as stated above and will remain effective until terminated by either Ribbit or You as set forth below.

10.2  Termination.  Ribbit may terminate this Agreement with immediate effect at any time, with or without cause, by providing notice to You and/or by preventing Your access to the Website or the Ribbit Services.  You may terminate this Agreement with immediate effect at any time, by providing written notice to Ribbit.  Upon termination of this Agreement, You agree to immediately cease use of the Ribbit Services.  All unpaid balances will become due and payable immediately upon termination.  Upon or after termination, Ribbit shall have the right to bill You for any unbilled services and such bills are due and payable upon receipt.   

10.3  Consequences of Termination.  Upon any termination in accordance with the foregoing, Ribbit may immediately deactivate or delete Your account and all related information and files in Your account, reassign any telephone numbers associated with the account, and/or bar any further access to such files, information, or the Ribbit Services.  Ribbit shall not be liable to You or any third party for any reason for terminating this Agreement or access to the Ribbit Services or for modifying this Agreement and/or the Services.   You shall be liable for all unpaid charges for Ribbit Services immediately upon termination.

11.  No Warranties.  EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND RIBBIT, THE WEBSITE AND ALL RIBBIT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF RIBBIT, ITS AFFILIATES, SUPPLIERS AND RESELLERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, RIBBIT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RIBBIT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RIBBIT SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  RIBBIT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF RIBBIT SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  YOU (AND NOT RIBBIT) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.  YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE RIBBIT SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND RIBBIT WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RIBBIT, ITS EMPLOYEES, OR THROUGH OR FROM THE RIBBIT SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.  APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 

USE OF THE WEBSITE AND THE RIBBIT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THIRD PARTY SERVICES, INTERNET AND ELECTRONIC COMMUNICATIONS.  RIBBIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12.  Limitation of Liability.  RIBBIT’S AND RIBBIT’S AFFILIATIES’, LICENSORS’, SUPPLIERS’ AND RESELLERS’ TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO RIBBIT.  YOU FURTHER AGREE THAT RIBBIT AND RIBBIT’S AFFILIATES, LICENSORS, SUPPLIERS AND RESELLERS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF INFORMATION, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.  IN NO EVENT WILL RIBBIT OR RIBBIT’S AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF RIBBIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE TO RIBBIT FOR RIBBIT SERVICES ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 

13.  Indemnity.  You agree to indemnify and hold Ribbit and its affiliates and its and their  directors, officers, employees and agents harmless from any claims, liability, damages and expenses (including attorney's fees), due to or arising from (i) content You submit, post to or transmit through the Website or the Ribbit Services, (ii) any breach of this Agreement by You; (iii) violation by You of any law or regulation (iv) Your use of the Website and the Ribbit Services, (v) the use of the Website or the Ribbit Services by other persons using Your account, or (vi) violation by You or any other person using Your account, of any intellectual property or other right of any person or entity.

14.  Force Majeure.  Neither party hereto will be liable for defaults or delays due to Acts of God, or the public enemy, acts or demands of any government or governmental agency, fires, floods, accidents, or other causes beyond its control and not due to its fault or negligence.  A force majeure event shall never excuse the failure to make a payment due hereunder, except to the extent that the force majeure event physically interferes with the delivery of the payment.

15.  Amendments.  Ribbit reserves the right to change the terms and conditions of this Agreement, by posting a revised version of the Agreement at the Website or its successor site.  Use of the Website or the Ribbit Services signifies Your agreement to all terms, conditions and notices contained or referenced herein.  Continued use of any part of the Website or the Ribbit Services following the posting of any changes to this Agreement constitutes acceptance of those changes, and all changes shall thereupon become binding upon You.  If You do not agree to the changes, You shall immediately notify Ribbit and cease all use of the Ribbit Services.

16.  Miscellaneous.

16.1  Choice of Law and Forum. Unless otherwise specified in the applicable service terms, this Agreement shall be governed by and construed under the laws of the State of California, U.S.A., without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.  Each of Ribbit and You hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the state or federal courts in and for Santa Clara County, California.  To the extent permitted by applicable law, the parties hereto consent to the exclusive jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the state of California by registered mail, return receipt requested, directed to such party at its address set forth in this Agreement or in Ribbit’s records (and service so made shall be deemed complete five (5) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts.

16.2  Waiver of Jury Trial.  EACH OF YOU AND RIBBIT HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. 

16.3  Limitation on Actions.  You may not institute any action or legal proceedings in any form arising out of this Agreement or Your use of the Website or the Ribbit Services more than twelve (12) months after the cause of action has arisen.

16.4  Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

16.5  General Provisions. This Agreement (including the documents incorporated by reference herein) embodies the entire understanding and agreement between You and Ribbit respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between You and Ribbit respecting the Ribbit Services.  This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes.  Any and all rights and remedies of You or Ribbit upon breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on either party, and the exercise of any one remedy will not preclude the exercise of any other.  The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. 

16.6  Assignment.  You are not allowed to assign this Agreement or any rights hereunder.  Ribbit is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

16.7  Survival.  The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive such termination or expiration.

16.8  No Third Party Beneficiary.  There are no third party beneficiaries of this Agreement.

16.9  Use of Subcontractors. Without releasing it from any of its obligations, Ribbit is entitled at any time, and without notice, to utilize the services of one or more of its affiliates or sub-contractors in connection with the performance of its obligations under this Agreement.

16.10  Local Laws; Export Control.  Ribbit controls and operates this Website from the United States of America and makes no representation that the Materials or the Ribbit Services are appropriate or available for use in other locations.  If You use this Website from other locations, You are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.  You acknowledge and agree that the Materials and Ribbit Services are subject to the U.S. Export Administration laws and regulations.  Diversion of such Materials or Ribbit Services contrary to U.S. law is prohibited.  You agree that none of the Materials, or Ribbit Services is being or will be acquired for, shipped, transferred, or reexported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical/biological weapons, or missile projects unless authorized by the U.S. Government.  You certify that You are not on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List.  These lists are maintained by agencies of the U.S. Government and are subject to change without notice, and You must comply with the lists as they exist in fact.  You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

16.11  Notice.  Ribbit may, in its sole discretion, give notice to You by means of a general notice or posting on its Website, electronic mail to Your e-mail address on record in Your account information, by short messaging service (“SMS”) or by written communication sent by regular  mail to Your address on record in Your account information.  Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or SMS).  You specifically agree to the use of the foregoing notice mechanisms.  You may give notice to Ribbit (such notice shall be deemed given when received by Ribbit) at any time by any of the following: letter sent by confirmed facsimile to Ribbit at (650) 967-3528; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Ribbit at the following address: 800 W. El Camino Real Suite. 300, Mountain View, CA 94040 addressed to the attention of: Chris Im; or e-mail at chris.im@ribbit.com and a copy to victoria.vasilakos@bt.com.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO USE THE RIBBIT SERVICES OR WEBSITE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO RIBBIT THE RIGHTS SET FORTH HEREIN.