DIDX - Terms of Service

DIDX - DID/DDI wholesale Service Provider

Terms of Service

DIDX is a patented technology of Super Technologies, Inc.

These terms and conditions constitute the agreement (the "Agreement") between Customer, Vendor and Super Technologies, Inc. DIDX (also known as DIDXchange) is a DID Number Exchange, for communications-related services. For purposes of the agreement, "customer" means the person & company identified by Super Technologies' accounting as responsible for payment of charges and any person with authority to represent that person or to use/ "Vendor" means the person or company providing communications-related services to DIDXchange. DIDX requires that anyone joining the membership of DIDX is an Internet Telephone Service Provider and is buying and/or selling the number wholesale.

1- Use of Service

A- Customer authorizes Super Technologies, Inc.
To verify its creditworthiness with a credit reporting agency if needed to determine customer's eligibility for Service. If Customer is approved for Service, Customer agrees not to use Service for any unlawful or destructive purpose or in such a way as to create damage or risk to Super Technologies' business, reputation, employees, facilities, third parties or to the public in general. Customer has no proprietary or ownership rights to or interest in a specific phone number or phone numbers assigned to Customer by Super Technologies, Inc.

The service customer is buying is originally provided by the VENDOR of the DID number; thus, DIDX does not provide the * Guarantee of Service on the DID number. DIDX does test DID with the DID TESTER tm software. When a DID of DIDXCHANGE Seller Member does not work 3 days in a row in a one month period, the DIDX BUYER will not be charged for the monthly rate and the DIDXCHANGE Seller will not be paid for that monthly rate. However, if the DID has a Per min charge occurred on it, the Buyer will be charged for it and the Seller will be paid for it. Service Provision: the instant a Customer selects a number, the number is routed to the customer unless otherwise stated in advance via DIDX email or DIDX website.

In instances where a DIDX seller's DID has been purchased by a DIDX buyer and the DID cannot be dialed from more than one carrier in the country where the DID is (i.e, a 44 London DID, cannot be dialed into by more than one carrier in United Kingdom), then the DIDX seller will not be paid for that DID for the month that this occurs.

In addition, when DIDX BUYER MEMBER is not satisfied with a DID within 36 hours of the purchase of the DID, the DIDX BUYER MEMBER may delete the DID before 36 hours is complete which is set to automate deletion of the setup fee and the monthly rate for that DID. In this case, the DIDX SELLER MEMBER will also not be paid.

* *DIDX guarantees the payment to the seller for the first billing month from the date of sale. In cases where the Buyer member's DIDX account has a total account balance credit (not outstanding bill balance) of less than $50, DIDX may choose not to refund any of that $50 or DIDX may choose to refund a part of the amount less than $50 LESS the costs to DIDX of completing the refund.

B- Term

This agreement shall become effective on the Effective Date and shall continue for a period of time of service agreement, unless earlier terminated as provided herein. At the end of the initial Agreement Term, the Agreement Term shall automatically renew on month-to-month basis until terminated by either party with thirty (30) days' prior written notice to the other party.

Except otherwise set forth herein, Super Technologies shall deliver the Service for the entire duration of the Service Term, and Customer shall pay all charges for delivery thereof through the end of the Service Term. To the extent that the Service Term for any Service extends beyond the Agreement Term, then this Agreement shall remain in full force and effect for such Service until the expiration or termination of such Service Term.

C- Unauthorized Usage

If the Service is stolen or Service is fraudulently used, Customer must immediately notify Super Technologies, Inc and provide such documentation and information as Super Technologies, Inc may request which includes, but is not limited to, a copy of a filed police report. Customer agrees to cooperate with Super Technologies, Inc in any fraud investigation and to implement any fraud prevention measure Super Technologies, Inc prescribes. Failure to provide reasonable cooperation will result in Customer liability for all fraudulent usage. Customer agrees to advise Super Technologies, Inc if service usage changes from either residential or business use.

In addition, DIDXCHANGE Member agrees to comply with the DIDX process for following
through with illegal or fraudulent use of DID as listed at http://kb.didx.net/tiki-index.php?page=Abuse.

D- Cancellation

In each DIDX transaction, there is a Buyer and Seller. The Buyer and the Seller understand that once a trade or exchange is completed on DIDX, this concurs an agreement. The agreement is that neither party will cancel the trade or exchange during the period of time in which the said DID numbers are active. The provided DID numbers that were originally exchanged (traded) will then be passed on to other members of the exchange. This describes the method in which no exchange will be cancelled.

A DID sold on DIDX may not be turned off by the DIDX Seller unless the DIDX Seller who sold the DID is going out of business and is closed. Where this is the case, the DID Seller must give at least a 3 months in advance notice.

E- Emergency Calling Service - Non-Availability

DidX is an incoming only service, and does not offer any outbound service, which is needed by FCC to provide E911 Services, and Customer must have its own E911 Services. DIDX does not offer any e911 Services.

F - TECHNICAL SUPPORT

DIDXCHANGE BUYER Member understands that any technical support provided by DIDX will be made to the DIDXCHANGE BUYER, not to the end-users of the DIDXCHANGE BUYER. The DIDXCHANGE BUYER will not pass information to its end-users to receive customer service from DIDX. In the case where the DIDXCHANGE BUYER points the end-user or end-users to DIDX for customer service or other reasons, DIDX has the right to cancel the DIDX service to the DIDXCHANGE BUYER. In the case where DIDX decides to cancel the DIDX service, the DIDXCHANGE BUYER will receive a 30 day notice.

G- Do Not Call Laws

DIDXchange Buyer Member is aware of Do Not Call laws and agrees to take the responsibility to comply with them.
Some information regarding Do Not Call in the USA is at http://www.ftc.gov/opa/2008/04/dncfyi.shtm,
in UK is at http://www.tpsonline.org.uk/tps/, and in Canada is at http://en.wikipedia.org/wiki/Canadian_Do_Not_Call_List.
This is not all inclusive and is the responsibility of the DIDXchange Buyer Member to know and comply.

2- CHANGES TO THIS AGREEMENT

3- CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

Super Technologies, Inc. may amend the terms of the Agreement, including all Calling Plans, with advance notice. If Customer does not agree to the amendment, Customer may terminate the Agreement by Requesting its account to be closed from the Contact Us button in its account, after which the customer can no longer purchase any more DID numbers from its account.

a. Billing and Payment of Charges for Customer

When a customer hits BUY NOW button, they agree to make the payment billed to them, no matter if they are able to configure the DID number on its switch or not and can not refuse the payment, under any reason. All Sales are Final.

DIDX provides FREE DID number to all members, who wish to do an Interoperability Test.

Customer is responsible for paying all charges posted to customer's account, including but not limited to, monthly service fee, setup fee, usage charges, advanced feature charges, transaction fees and other on pre paid bases. Charges, including disputed amounts, must be paid by the date shown on the invoice. Super Technologies, Inc calculates all rates at one-minute increments, rounded up to the nearest minute, commencing upon the first use of any services being provided. Customer agrees that (a) it would be impractical to determine the exact amount of Super Technologies' damages if Customer fails to pay promptly, and (b) in the event of such failure, Customer shall pay Super Technologies, Inc the amount due plus any bank charges or transactions fees that may occur due to a charge back or improper credit card number provided for payment to DIDX. If DIDX accepts late or partial payments or payments marked "Paid in Full" or similar notations, it will not waive any of Super Technologies, Inc rights hereunder nor will it constitute an accord or satisfaction.

Payments to Vendors:

DIDX learns the requirements of Vendor for all charges of DID including usage charges, monthly charges, and setup charges. When DIDX Customer purchases and pays for DID from the DIDXchange database, Vendor agrees to wait for 45 days after the DID is sold and for that total to be $100USD or more, to receive the payment. The DIDX Vendor will not expect payment from DIDXchange for any fees if the Vendor's DID does not work for over 2 consecutive days, and does not pass the test by the DID TESTER tm.

Payments $1000USD and under are submitted to DIDXCHANGE SELLER Member via Paypal or Moneybookers. Each payment over $1000USD are submitted to DIDXCHANGE SELLER Member via ACH direct pay with an additional $20 fee assessed or via bank wire transfer with an additional $75 fee assessed. Payments are made for the amount due 45 days back less any payments made after that date in totals that are $100 or more.

b. Credit Card Charges

If Customer's choice of payment is via credit card, customer must fill, sign and submit a credit card authorization form along with clear copies of other required documents to Super Technologies. It authorizes Super Technologies, Inc. to charge the credit card account number for Super Technologies, Inc charges that accrue during the billing cycle. Customer reauthorizes Super Technologies, Inc to charge its designated credit card account each time it uses Service and/or as required by the Calling Plan Customer chooses. This authorization will remain valid until terminated by written notice to or from Super Technologies, Inc. It is expressly understood and agreed that the term for Service will automatically renew for a similar term until such time as Customer notifies us in writing of its intention not to renew. Super Technologies, Inc may terminate the Customer account at any time, in Super Technologies, Inc's sole discretion, for declined credit cards or any other non-payment of account charges with the understanding, however, that Customer remains fully liable to Super Technologies, Inc for all charges accrued from usage of Service and all charges incurred by Super Technologies, Inc due to said declines, etc.

When my credit card is charged for DIDX invoices, and it declines, I will be charged $3 per day for those declinations.

If you have an issue with credit card charges, you should contact our company Super Technologies, Inc. first by logging into your account and create a ticket of communication concerning the matter. In the event of a charge back by a credit card company (or similar action by another payment provider allowed by us) in connection with your payment of fees for any Service(s) we provide, you agree that we may suspend access to any and all accounts you have with us. We will reinstate your rights to and control over these Services solely at our discretion, and subject to our receipt of the unpaid fee(s) and our then-current reinstatement fee, currently set at $100 (US Dollars). Reinstatement of Service(s). Charges for the Service(s) which use our credit card payment processor will be identified on your credit card statement as "Super Technologies."

Payments from the DIDXCHANGE BUYER Member will be prepaid via credit card. Where credit card is not available, the payments will be prepaid via cashier's check or bank wire transfer or Western Union transfer in increments of $500 or more. See http://www.didx.net/wu

c. Default/Termination

Super Technologies, Inc reserves the right to terminate Service at Super Technologies, Inc's discretion. Super Technologies, Inc may discontinue the Service, for any reason including without limitation, if it has reason to believe that there have been attempts to hack or disrupt the system, or that the Service is being misused in any way. In the event of Customer default - i.e. Customer does not pay any sum when due, breach any representations Customer made to Super Technologies, Inc, fail to perform any of Customer's obligations set forth in this Agreement between Customer and Super Technologies, Inc, are suspected by Super Technologies, Inc of committing fraud, harming Super Technologies, Inc's network, harming Service to other customers, using Service in any way that damages Super Technologies, Inc - Customer will reimburse Super Technologies, Inc for its attorneys' and expert witnesses' fees and costs of investigation, collection and similar expenses incurred by Super Technologies, Inc in the enforcement of any right or privilege hereunder. If this Agreement is terminated because of Customer default, Super Technologies, Inc may keep any charges or sums prepaid by Customer upon termination. Super Technologies, Inc may require reactivation charges to renew Service after termination or suspension.

d. Taxes

Any applicable sales, use, excise, public utility or other taxes, fees or charges imposed on Super Technologies, Inc as a result of providing the Service will be added to Customer's account when imposed or required by law. If Customer is exempt from payment of such taxes, it will provide Super Technologies, Inc with an original Tax Exempt Document. Tax exemption will only apply from the date Super Technologies, Inc receives the

e. Price Changes by the Vendor

DIDX vendors must provide a 3 months in advance notice to DIDX before a price change goes into effect. The price change cannot be set for more than 20% of the original price and may not be changed more than 2 times per year.

4- LIMITATIONS

a. Limitation of Liability

Super Technologies, Inc's nonperformance hereunder shall be excused and Super Technologies, Inc shall not be liable if caused by act or omission of an underlying carrier; equipment, network or facility failure; equipment, network or facility upgrade or modification; acts of god; strikes; fire; war; riot; government actions; equipment, network or facility shortage; equipment or facility relocation or causes beyond Super Technologies, Inc's control, including without limitation the failure of an incoming or outgoing call, call to be connected or completed, or degradation of voice quality. Super Technologies, Inc's liability for any failure or mistake shall in no event exceed Service charges during the affected period. Super Technologies, Inc is not liable for any incidental or consequential damages of any type.

b. Indemnification

Customer agrees to defend, indemnify, and hold Super Technologies, Inc and its affiliates, harmless from any claims or damages relating to any third party claim for breach of intellectual property rights in relation to any misuse of the Super Technologies, Inc products by Customer. Super Technologies, Inc agrees to defend, indemnify, and hold Customer and its affiliates, harmless from any claims or damages relating to any third party claim for breach of intellectual property rights in relation to any use of the Super Technologies, Inc products or services provided to the Customer by Vendor or Super Technologies, Inc.

c. No Warranties on Service

Super Technologies, Inc provides no warranties of any kind on the Service. Statements regarding or descriptions of the Service, if any, by Super Technologies, Inc or Super Technologies, Inc's agents or installers are informational and are not given as a warranty of any kind. DIDX is a Brokerage web site, and does not offer service on its own, but offers basic help to customers in configuring their servers via web help.

5- RESOLUTION OF DISPUTES

a. Mandatory Arbitration

Any dispute or claim between Customer and Super Technologies, Inc arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims in arbitration. The arbitrator shall have no authority to award punitive damages. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

b. Cost of Arbitration

All administrative fees and expenses of arbitration initially will be divided evenly between Customer and Super Technologies, Inc. In all arbitrations, each Party will bear the expense of its own counsel, experts, witnesses and preparation of evidence in arbitration. The prevailing Party shall be awarded all attorneys' fees and costs attendant to each arbitration proceeding. The decision of the Arbitrator shall be final.

The location of arbitration shall be Florida, USA unless otherwise agreed to by both Parties in writing.

6- MISCELLANEOUS

a. Signing Authority

Customer acknowledges that the Customer is of legal age, has receives a true copy of this Agreement that is available online and has read and clearly understands the terms of this Agreement. Customer notes that there is a reference to these terms of services URL on customer's order form agreement.

b. Privacy

IP telephony utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Super Technologies, Inc is not liable for any lack of privacy that may be experienced with regard to the Service. Please refer to our Privacy Policy for additional information.

c. Notices

Notices to Customer shall be sent to the email address on file for Customer at Super Technologies, Inc and will be considered given on the date sent by Super Technologies, Inc. Customer is responsible for notifying Super Technologies, Inc of any changes to its email address. Notices to Super Technologies, Inc shall be considered given when received by Super Technologies, Inc at care at didx.net.