Terms of Service

TERMS OF SERVICE

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY ACCESSING OR USING OUR WEBSITE (THE “SITE”) OR OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS OF SERVICE BEFORE PROCEEDING TO USE THIS SITE. AS A QUICK DISCLAIMER, YOU UNDERSTAND AND AGREE THAT THE SATELLITE BANDWIDTH THAT YOU RECEIVE FROM US IS TO BE PRIMARILY USED AS A BACKUP TO YOUR EXISTING PRIMARY AND/OR SECONDARY INTERNET CONNECTIONS. YOU UNDERSTAND AND AGREE THAT ANY INCOMING CALLS THAT WE SEND OR FORWARD IS TO BE USED AS A BACKUP TO YOUR EXISTING PRIMARY TELEPHONE PROVIDER.

INTRODUCTION

This Terms of Service Agreement (“Agreement”) is a legally binding contract between you, whether personally or on behalf of an entity (“you” or “User”) and Disaster Recovery Center, Inc., doing business as Cell Over Satellite (“Company”, “we”, “us”, or “our”), concerning your access to and use of the https://celloversatellite.com website (the “Site”) and the services offered by the Company (the “Services”). The Agreement governs your use of our Site and Services and provides essential information regarding your legal rights, remedies, and obligations.

By accessing, browsing, or using the Site and/or Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, together with all other operating rules, policies, and procedures that may be published from time to time on the Site by the Company, each of which is incorporated by reference and each of which may be updated by the Company from time to time without notice to you.

If you are accessing the Site or Services on behalf of an entity, you represent and warrant that you are authorized to accept these terms on the entity’s behalf, and that the entity agrees to indemnify the Company for violations of this Agreement.

Your use of the Site and Services is also subject to the Company’s Privacy Policy, which is incorporated into this Agreement by this reference.

The Services are available only to individuals who are at least 18 years old, or the age of majority in their jurisdiction, whichever is greater. By agreeing to this Agreement, you represent and warrant to us that you are at least 18 years old or the age of majority in your jurisdiction, whichever is greater, and that you have not been previously suspended or removed from the Services by the Company.

We may, in our sole discretion, refuse to offer the Services to any person or entity and change the eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent offering, sale, or provision of the Services conflicts with any applicable law, rule, or regulation.

This Agreement contains an arbitration clause and a waiver of rights to bring a class action against us. By using the Services, you agree to these provisions.

Please review this Agreement carefully. If you do not agree to be bound by this Agreement, you should not access or use the Site or Services.

SUMMARY OF SERVICES

The Company, through the Site, provides a suite of telecommunication recovery services designed to maintain and restore essential communication channels during periods of network outages, thus ensuring business continuity and operational resilience for our clientele. The Services are further categorized into three distinct plans, namely: Cell Over Satellite, Satellite Phone System, and Enterprise Plan, each with varying levels of service offerings and features as outlined below:

Cell Over Satellite: Cell Over Satellite Technology: Installation of a satellite dish on the premises to enable cellular communication over satellite. All mobile phones and other devices within the facility are transitioned to function as satellite phones utilizing existing Wi-Fi access points.

Satellite Phone System: Satellite Phone System: Inclusive of all features of the Cell Over Satellite plan, the Satellite Phone System extends service to include a cloud or hosted Private Branch Exchange (PBX). The hosted PBX accommodates a directory of employees and a predefined call path to maintain communication channels when traditional networks falter. Users are required to log in to our hosted platform using secure credentials, with a two-step verification process for added security. The plan allocates 100 minutes per month for access to this service, with additional usage billed at a higher rate determined by the specific option selected.

Enterprise Plan: Satellite to Existing Phone System: Encompasses all features of the Satellite Phone System while introducing on-site equipment installation to integrate satellite connectivity with the existing phone system. This plan allocates 500 minutes per month for access to this service, with additional usage billed at a higher rate determined by the specific option selected.

Access to and use of certain features of the Services may require you to accept additional terms and conditions, and may require you to download software or Content (as defined below). We reserve the right, in our sole discretion, to change, modify, add, or remove portions of the Services or to change, modify, add, or remove portions of this Agreement at any time. Your continued use of the Services following the posting of any changes will mean that you accept and agree to such changes.

REGISTRATION AND ACCOUNT SECURITY

In order to access certain features of the Services, especially those encompassed within the Baby and Enterprise Plans, you are required to create an account with us. Upon initiating the account creation process, it is imperative that you provide accurate, current, and complete information. Any misrepresentation of your identity or affiliation may lead to the immediate termination of your account and could subject you to civil and/or criminal liability.

You are responsible for maintaining the confidentiality of your login credentials, including your username and password and you agree not to disclose your password to any third party. You are solely responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions.

We employ a two-step verification process to enhance the security of your account. You are required to provide a mobile number and/or email address for the delivery of verification codes and to complete the two-step verification process as required for accessing certain features of our Services.

In instances of unauthorized access, it’s imperative to notify the Company immediately of any unauthorized use of your account or any other breaches of security by emailing support@celloversatellite.com. The Company will not bear liability for any loss or damage arising from your failure to comply with the above-stated requirements.

Utilizing another user’s account without their explicit permission is strictly prohibited. The Company reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading, or if your account is misused in any manner.

You retain the right to terminate your account at any given time by contacting the Company via the contact information provided on the Site. Upon termination, be advised that you may lose access to any data or information previously created, maintained, managed, or stored in the Company’s systems or the Site, and the Company is under no obligation to maintain any such data or information thereafter.

USER RESPONSIBILITIES

As a User of our Services, you bear certain responsibilities to ensure a seamless operation and a lawful, fair usage environment. You further acknowledge, understand and agree that all information, text, software, data, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, SMS text messaged, transmitted or otherwise made available by way of the Cell Over Satellite Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/ or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, SMS text messaged, transmitted or otherwise made available by Cell Over Satellite. Below are the key obligations you are expected to uphold:

Compliance with Laws: All Users are obliged to comply with all applicable laws, regulations, and other legal mandates relevant to their use of the Services. This encompasses laws governing telecommunications, data privacy, international communications, and the exportation of technical or personal data.

Acceptable Use: Users are expected to use the Services for the intended purposes as explicitly outlined in this Agreement. Engaging in activities that are unlawful, harmful, obscene, invasive of another’s privacy, or could potentially harm our Services, other Users, or third parties is strictly prohibited. Moreover, Users are strictly prohibited from:

• Posting or transmitting content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, and/or racially, ethnically, or otherwise objectionable;
• Causing harm to minors in any way;
• Impersonating any individual or entity, including, but not limited to, any officials of Cell Over Satellite, or falsely stating or misrepresenting your affiliation with an individual or entity;
• Distributing content in violation of any law, or contractual or fiduciary relationship.
  Technical Requirements: It is the User’s responsibility to acquire, maintain, and ensure the compatibility of all necessary hardware, software, and telecommunications equipment required for accessing and utilizing the Services.

Account Integrity: Users are responsible for safeguarding their account’s integrity by keeping their login credentials confidential and ensuring that their account information remains accurate and complete.

Reporting Misuse: Users are required to promptly report any unauthorized or improper use of the Services, or any other security breaches to the Company via the contact information provided on the Site.

Service Restrictions: Users are prohibited from interfering with the Services’ functionality, bypassing any access restrictions, or engaging in any actions that could impair the Services’ performance or functionality.

Commercial Use: Distributing, reselling, or otherwise commercially exploiting the Services without express written authorization from us is prohibited.

Communication Etiquette: While interacting with our representatives, other Users, or third parties in connection to the Services, Users are expected to maintain a respectful and professional demeanor.

Software Updates: Users are expected to promptly install all software updates, patches, and other updates to the Services as provided or recommended by us to ensure continued and optimized performance of the Services.

Feedback: While not mandatory, we appreciate and encourage Users to provide feedback, suggestions, or reports concerning potential improvements to our Services.

Prohibited Activities: Users are strictly prohibited from engaging in activities that include, but are not limited to:

• Offering content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
• Offering unsolicited or unauthorized advertising, promotional materials, “junk mail,”
  “junk texts,” “spam,” or any other form of solicitation;
• Disrupting the normal flow of communication or negatively affecting other users’ ability to participate in real-time interactions;
• Violating any local, state, federal, national, or international laws, including, but not limited to, regulations decreed by the U.S. Securities and Exchange Commission, and any rules of any nation or other securities exchanges including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ;
• Supporting or providing resources to any organization designated by the United States government as a “foreign terrorist organization” pursuant to Section 219 of the Immigration Nationality Act;
• “Stalking” or harassing another individual;
• Collecting or storing personal data about other members or users in connection with prohibited conduct and activities outlined herein.

By adhering to these User Responsibilities, you contribute to a reliable, secure, and lawful ecosystem which benefits all Users and supports the continuous improvement and sustainability of our Services. Non-compliance with these responsibilities may result in temporary or permanent suspension of your account, at the sole discretion of the Company. The foregoing enumeration of User Responsibilities is not exhaustive and may be updated from time to time at the Company’s discretion.

REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to the Company as follows:

Authority: If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these terms, in which case “you” or “User” shall refer to such entity. If you do not have such authority, you must not accept this Agreement and may not use the Services.

Compliance with Laws: You represent and warrant that your use of the Site and Services will comply in all material respects with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of all governmental authorities having jurisdiction over you, including laws relating to data protection and privacy.

Accurate Information: You represent and warrant that all information you provide to us in connection with your use of the Site and Services is accurate, complete, and current, and that you have the right to provide such information to us for the purpose of operating the Site and Services.

No Conflict: You represent and warrant that your entry into this Agreement and use of the Site and Services will not conflict with or violate any commitment, agreement, or understanding you have with any third party.

Rights in Content: You represent and warrant that you either own or have all necessary rights, licenses, consents, and permissions to use, and authorize the Company to use, any and all content you submit to the Site or through the Services in accordance with the terms and conditions of this Agreement.

No Modification: You represent and agree not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to our sites.

No Sale: You represent and agree not to publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site and you understand that the use of the Site does not entitle users to make any unauthorized use of any protected content.

No Malicious Software: You represent and warrant that any content you upload to the Site or through the Services will not contain any malware, virus, Trojan horse, worm, or other malicious software or code that could adversely impact the functionality of the Site or Services, or the systems, data, or personal information of other users of the Site or Services.

No Infringement: You represent and warrant that your use of the Site and Services, and the content you upload to the Site or through the Services, will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

This Representations and Warranties section survives termination or expiration of this Agreement for any reason.

OUR RIGHTS

The following provision sets forth the rights reserved by the Company in the provision and management of the Services:

Service Management: The Company reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. Users agree that the Company will not be liable for any modification, suspension, or discontinuation of the Services or any part thereof.

Account Monitoring and Suspension: The Company reserves the right to monitor User accounts to ensure compliance with this Agreement, applicable laws, and regulations. The Company may suspend or terminate a User’s account and access to the Services if any misuse or violation of this Agreement or any applicable laws and regulations is detected.

Content Removal: The Company has the right, but not the obligation, to review, edit, or remove any content provided by Users that may be deemed, in the Company’s sole discretion, to violate this Agreement or to be inappropriate, harmful, or objectionable.

Service Access: The Company reserves the right to restrict, deny, or terminate the provision of Services to any User without any liability, for any or no reason, including but not limited to violations of this Agreement.

Intellectual Property Enforcement: The Company shall have the right to take necessary actions, including legal action, to protect and enforce its intellectual property rights, trademarks, patents, and copyrights against any unauthorized use or infringement.

Feedback Utilization: The Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Users relating to the operation of the Services.

Legal Compliance: The Company has the right to disclose User information and account details to comply with any law, regulation, legal process, or governmental request, or to protect the rights, property, or safety of the Company, its Users, or the public, as permitted by law.

Service Optimization: The Company reserves the right to perform maintenance, upgrades, and optimizations to the Services to ensure its functionality and performance. This may include scheduled or unscheduled downtime with prior notice, as practicable.

By using the Services, Users acknowledge and agree to abide by the rights reserved by the Company as described in this provision. These rights are integral to maintaining a secure, functional, and lawful Service environment for the benefit of all Users and stakeholders involved.

COMMUNICATIONS

The following provision outlines the communication protocols and guidelines between the Company and the Users in relation to service announcements, legal notices, and other necessary communications.

Communication Channels: The primary channel for official communications from the Company will be via email, though other channels such as in-service notifications or postal mail may also be utilized. It is the User’s responsibility to maintain accurate and up-to-date contact information to ensure effective communications.

Mandatory Notifications: Users may not opt-out of receiving critical service announcements and legal notices. These communications are essential for the continued safe and legal use of the Services. Such notices will be sent via email or displayed within the Services as applicable.

Service Announcements: From time to time, the Company may send service-related announcements when it is necessary to do so. For instance, if a service is temporarily suspended for maintenance, we might send Users an email or an in-service notification. Generally, Users may not opt-out of these communications, which are not promotional in nature.

Legal Notices: Legal notices will be served to the email address provided by the Users during the registration process or as updated by the Users thereafter. Any such notice, demand, claim, or other communications shall be deemed to have been duly given on the date of actual delivery thereof, if delivered by email or within the Service.

Communication Responsibility: Users are responsible for receiving, reviewing, and maintaining records of all communications from the Company. The Company disclaims all liability for any losses or damages incurred as a result of a User’s failure to comply with this provision.

Communication Record: The Company may keep records of any communications, including email and other electronic communications, for purposes including compliance with legal obligations, dispute resolution, and to maintain the quality and safety of the Services.

Contact Consent: By registering for an account, Users consent to receive communications from the Company as described in this provision. This consent is an integral part of this Agreement and governs all interactions between the Users and the Company regarding the Services.

By utilizing the Services, Users acknowledge and agree to this Communications provision, thereby understanding their responsibility in maintaining a clear channel of communication with the Company.

SERVICE FEES AND PAYMENT

Upfront Fee: A one-time upfront or installation fee is required on each and every order. The fee will vary depending on the term of the agreement and the product. This fee is non-refundable and is due upon submitting your application for service. The fee is charged to a credit card.

Monthly or Annual Service Fee: The service fee for accessing and utilizing our services is charged monthly or annually. We offer three different plans, each with its own set of features and benefits.

Payment Terms: Monthly service fees are due each month. Payments are to be made via the accepted methods of payment as indicated on our billing page. It’s the User’s responsibility to ensure that the payment information provided is accurate and up-to-date. Failure to pay by the due date will result in a temporary suspension of the services until all outstanding payments are made. A reminder will be sent to the email address associated with your account 5 days before the due date.

Excess Usage: Excess usage charges, as delineated in the “Usage Limitations” provision, pertain to any usage exceeding the specified limits of the Baby and Enterprise Plans. Such charges will be itemized separately on the User’s monthly invoice. Payment for excess usage charges is due within fifteen (15) days of the invoice date. Failure to remit payment for excess usage charges by the due date may result in a late fee, suspension, or termination of services, as stipulated in this Agreement. The rate for excess usage is fixed at $0.05 per minute over the allocated monthly minutes for the respective service plan.

Late Payments: Payments received after the due date may be subject to a late fee of $15 or 1.5% of the outstanding amount, whichever is higher. Repeated failure to meet payment obligations may result in permanent termination of services.

Taxes: All service fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties.

Billing Discrepancies: Any billing discrepancies should be reported to our customer service within 30 days from the date of the invoice. Failure to report discrepancies within this timeframe will waive any claim regarding such disputed charges.

Currency: All transactions will be processed in US Dollars (USD).

Invoices: Electronic invoices will be issued for each transaction and sent to the email address associated with your account. It is your responsibility to keep a copy of each invoice for your records.

By engaging our services, you agree to the payment terms outlined above.

USAGE LIMITATIONS

The Company provides different tiers of services, each with its distinct set of usage allowances and limitations. Users are expected to comply with the usage terms associated with their selected service tier. The following delineates the usage limitations applicable to each tier:

• Cell Over Satellite: Under this plan, there are no usage charges. Users are entitled to use the service without incurring additional charges for usage.
• Satellite Phone System: Users subscribed to the Satellite Phone System are allocated 100 minutes per month for access to and from the cloud PBX. Any and all usage over a satellite connection is not considered usage unless the call is routed through Cell Over Satellite’s cloud PBX. In the event that a User exceeds the allocated or prepaid minutes, an additional charge will be levied, over and above the stipulated monthly fee. The number of prepaid minutes will vary depending on the plan purchased at the time of enlisting in the service.
• Enterprise Plan: Users subscribed to the Enterprise Plan are allocated 100 minutes per month for access to and from the cloud PBX. Any and all usage over a satellite connection is not considered usage unless the call is routed through Cell Over Satellite’s cloud PBX. In the event that a User exceeds the allocated or prepaid minutes, an additional charge will be levied, over and above the stipulated monthly fee. The number of prepaid minutes will vary depending on the plan purchased at the time of enlisting in the service.

Excess Usage Charges: The excess usage charges, as mentioned in the plans above, will be billed separately and are payable as per the payment terms set forth in the “Service Fees and Payment” provision of this Agreement.

Monitoring and Reporting: Users are responsible for monitoring their usage to ensure it remains within the stipulated limitations of their respective plans. The Company may, but is not obligated to, provide tools and reports to assist Users in monitoring their usage.

Adjustment of Limitations: The Company reserves the right to modify the usage limitations of any plan at its sole discretion. Users will be notified of any changes to their plan’s limitations via the contact information provided during the account registration process.

CANCELLATION AND REFUNDS

Cancellation by User: Users may cancel their service with the Company by providing written notice via to support@celloversatellite.com. Cancellation notices must be submitted at least thirty (30) days in advance of the next billing cycle. Users are responsible for all charges accrued on their account up to the date of cancellation, including full monthly fees for the month in which the service is terminated.

Cancellation by Company: The Company reserves the right to suspend or terminate the Services to a User at any time, with or without notice, in case of a User’s breach of this Agreement, requests by law enforcement, non-payment, unexpected technical or security issues, or any other behavior deemed harmful or inappropriate by the Company. You herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services. The termination of your account with us will encompass a variety of actions including, but not limited to: the revocation of access to all or part of the Services offered within the Site; the deletion of your password along with any and all related information, files, and any such content that may be associated with or housed within your account, or any part thereof; and the imposition of restrictions barring any further use of all or part of our Services.

Refund Policy: Refunds for the Installation Fee will not be provided, regardless of whether the service has been utilized or not. The installation fee is non-refundable as it covers the cost of resources spent to establish the service. However, should a User decide to cancel the service within the first month of service, they will be eligible for a refund for the monthly service charge for that month. Users are encouraged to use the Service for the entire paid month to ensure the maximum benefit.

No Prorated Refunds: No prorated refunds will be issued for monthly service fees regardless of when a User cancels the service within the billing cycle.

Disputes: Any disputes regarding charges to an account should be submitted in writing to the Company within sixty (60) days of the charge being posted to the account. Disputes received after sixty (60) days will not be considered.

Outstanding Balances: Upon cancellation, any outstanding balances on the User’s account will become immediately due and payable. Failure to pay any outstanding balances may result in collection efforts.

This Cancellation and Refunds provision sets forth the understanding between the User and the Company, with regard to the rights, duties, and obligations related to the termination of service and refunds. This provision is an integral part of this Agreement and is to be read in conjunction with the other provisions herein.

DATA PROTECTION AND PRIVACY

Collection and Use of Personal Information: In order to provide our Services, the Company collects and processes certain personal information from Users. This may include, but is not limited to, name, address, email address, telephone number, and credit card information. The Company will use this personal information solely for the purposes of providing, billing, and improving the Services, as well as for other purposes set forth in our Privacy Policy.

Credit Card Information: The Company employs secure measures to ensure the confidentiality and integrity of credit card information provided by Users. Credit card information is used exclusively for billing purposes and is processed in a manner compliant with Payment Card Industry Data Security Standard (PCI DSS) requirements.

Third-Party Service Providers: The Company may engage third-party service providers to perform certain functions on our behalf, and in such cases, personal information may be shared with these third parties solely for the purposes of rendering the Services. The Company ensures that such third-party service providers adhere to stringent data protection and confidentiality requirements.

Updates to this Provision: The Company reserves the right to modify this Data Protection and Privacy provision at any time, and any changes will be effective upon posting on the Site. Continued use of the Services following such updates constitutes acceptance of the revised provision.

Privacy Policy: The Company’s Privacy Policy, which is available on the Site, provides further details regarding the collection, use, and protection of personal information. Users are encouraged to review the Privacy Policy to understand our practices concerning data protection and privacy.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISASTER RECOVERY CENTER, INC., DOING BUSINESS AS CELL OVER SATELLITE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) 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, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DISASTER RECOVERY CENTER, INC., DOING BUSINESS AS CELL OVER SATELLITE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS, EXCEED THE GREATER OF THE AMOUNT PAID, IF ANY, BY YOU TO CELL OVER SATELLITE FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CELL OVER SATELLITE AND YOU.

The use of cell over satellite services and software are at the sole risk by you. Our services and software shall be provided on an “as is” and/or “as available” basis. Cell over satellite and our subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim any and all warranties of any kind whether expressed or implied, including, but not limited to any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Cell Over Satellite and our subsidiaries, officers, employees, agents, partners and licensors make no such warranties that (i) cell over satellite services or software will meet your requirements; (ii) cell over satellite services or software shall be uninterrupted, timely, secure or error-free; (iii) that such results which may be obtained from the use of the cell over satellite services or software will be accurate or reliable; (iv) quality of any products, services, any information or other material which may be purchased or obtained by you through our services or software will meet your expectations; and (v) that any such errors contained in the software shall be corrected.

Any information or material downloaded or otherwise obtained by way of cell over satellite services or software shall be accessed by your sole discretion and sole risk, and as such you shall be solely responsible for and hereby waive any and all claims and causes of action with respect to any damage to your computer and/or internet access, downloading and/or displaying, or for any loss of data that could result from the download of any such information or material.

No advice and/or information, despite whether written or oral, that may be obtained by you from cell over satellite or by way of or from our services or software shall create any warranty not expressly stated in the terms.

You acknowledge and understand that the disclaimers, exclusions, and limitations of liability set forth herein form an essential basis of the agreement between the parties, that the parties have relied upon such disclaimers, exclusions, and limitations of liability in negotiating the terms and conditions contained herein, and that absent such disclaimers, exclusions, and limitations of liability, the terms and conditions of this agreement would be substantially different.

INDEMNIFICATION

General Indemnity: The User agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Services from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement or any activity related to the User’s account (including negligent or wrongful conduct) by the User or any other person accessing the Services using the User’s account.

Third-Party Claims: Should any claim be made by a third party against the Company arising out of or in connection to the User’s utilization of the Services, the User shall promptly notify the Company of any such claim and shall ensure that written notice of the claim is delivered to the Company without undue delay.

Control of Defense: The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User. In such case, the User agrees to cooperate with the Company’s defense of such claim.

Settlement Approval: No settlement which may adversely affect the Company’s rights or obligations shall be made without the Company’s prior written approval. The Company shall not be liable for any settlement made without its consent.

Cooperation: The User agrees to provide full cooperation to the Company during the defense and settlement of any claim, including providing the Company with assistance, declarations, documents, and any other information necessary.

Continuous Effect: The obligations outlined in this indemnification provision shall survive the termination or expiration of this Agreement and/or the cessation of use of the Services by the User.

Cumulative Remedies: The rights and remedies herein provided to the Company are cumulative and not exclusive of any rights or remedies provided by law or equity.

Notice: Any notices or communications required or permitted to be sent to the User pursuant to this Indemnification provision shall be in writing and shall be sufficiently given if delivered by email or by certified or registered mail, with postage prepaid and return receipt requested, sent to the User’s last provided contact details.

GLOBAL USE

Given the worldwide extent of the internet, your engagement with our Services implicates a commitment to adhere to all local regulations concerning online behavior and acceptable Content. The initiation of uploads, postings, and/or transfers of software, technology, or other technical data may fall under the purview of the export and import laws of the United States and potentially other nations. Through your utilization of our Services, you hereby agree to comply scrupulously with all pertinent export and import laws, statutes, and regulations, inclusive of, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), along with the sanctions control program of the United States (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Additionally, you affirm and pledge that you:

1. Are not listed on any government export exclusion lists (http://www.bis.doc.gov/complianceandenforcement/liststocheck.html) nor are a member of any other government from an export-prohibited country identified in applicable export and import laws and regulations;
2. Will abstain from transferring any software, technology, or any other technical data through the use of our Services to any export-prohibited country;
3. Will not utilize our Services for any military, nuclear, missile, chemical, or biological weaponry end-uses that would constitute a violation of the U.S. export laws; and
4. Will refrain from posting, transferring, or uploading any software, technology, or any other technical data which would be in violation of the U.S. or other pertinent export and/or import laws.

Your compliance with the above stipulations is imperative for a lawful and responsible use of our Services, ensuring a global platform conducive to positive engagement and interaction.

CONFIDENTIALITY AND PROPRIETARY RIGHTS

This provision governs the handling and protection of confidential information disclosed by the Company to the User during the term of their engagement and utilization of the Services provided by the Company.

Definition of Confidential Information: For the purposes of this Agreement, “Confidential Information” refers to any data or information, oral or written, disclosed by the Company to the User, which is designated as confidential or ought to be reasonably understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. This includes, but is not limited to, business plans, customer lists, financial data, technical data, product ideas, personnel, research and development, and proprietary software pertinent to the Services provided by the Company.

User's Obligations and Restrictions: The User agrees to restrict disclosure of Confidential Information to its employees, agents, or third parties as necessary and only for the disclosed purpose. The User agrees to take all necessary steps to protect the confidentiality of the received information and prevent any misuse thereof. The confidentiality obligation under this provision shall remain in effect for a period of three (3) years following the termination of this Agreement. The User agrees not to copy, reproduce, or otherwise use the Confidential Information for any purpose other than as expressly authorized in writing by the Company. The User shall promptly notify the Company of any potential or actual unauthorized use or disclosure of Confidential Information.

Exclusions from Confidential Information: Confidential Information does not include information that: (1) Is or becomes public knowledge through no fault of the User; (2) Is in the possession of the User without restriction in relation to disclosure before the date of receipt from the Company; or (3) Is independently developed by the User without reference to or reliance upon the Confidential Information.

Return or Destruction of Confidential Information: Upon termination of this Agreement, or upon the Company’s written request, the User shall promptly return or destroy all copies of the Confidential Information in their possession.

No Ownership Rights: Nothing in this Agreement shall be construed as granting any license or ownership rights to the User, by implication, estoppel, or otherwise, under any patent, trademark, copyright, or other intellectual property right of the Company.

Legal and Equitable Remedies: The User agrees that breach of this provision may cause the Company irreparable harm, for which monetary damages may be inadequate, and the Company shall be entitled to seek injunctive relief without the requirement of posting a bond.

INTELLECTUAL PROPERTY RIGHTS

The Services provided by the Company encompass an array of proprietary content including essential software used in association with the Services (“Software”). The content showcased as part of the Services, herein referred to as the “Content,” may encompass logos, trademarks, service marks, text, software, graphics, images, and other materials contained or made available through the Service, all of which are duly protected under the prevailing intellectual property laws, including copyright, trademark, and patent laws.

The ownership, control, and rights concerning the Company’s Services, Software, and Content remain solely and exclusively with the Company, embodying all Intellectual Property Rights inherent therein. The term “Intellectual Property Rights” as used herein, denotes all rights, titles, and interests, present and future, under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any other proprietary rights, inclusive of all applications, renewals, extensions, and restorations thereof, as are in effect now or come into effect hereafter, globally.

You are expressly prohibited from, whether personally or through third parties, modifying, adapting, translating, creating derivative works from, decompiling, reverse engineering, disassembling, or attempting in any other manner to obtain the source code of the Software, barring where such actions are explicitly permitted under law. Additionally, you are obliged to refrain from removing, concealing, or altering any copyright notice, trademarks, or other proprietary rights notices belonging to the Company or any third party, as contained within or accessed through the Services or Software.

A limited, revocable, non-exclusive, non-sublicensable, and non-transferable license is hereby granted to you, permitting access to and utilization of the Services, Software, and Content, strictly in adherence with the stipulated terms herein. This license serves the sole purpose of availing you the benefits of the Services as provisioned by the Company, in a manner coherent with these terms. No additional rights or licenses, whether explicit or implicit, are conferred upon you. Any unauthorized engagement with the Company’s Intellectual Property Rights is strictly forbidden, and may lead to termination of your account, alongside pertinent legal actions.

The Company accords due respect to the intellectual property rights of others and anticipates a reciprocal adherence by users of the Services. A responsive approach will be adopted towards notices of alleged copyright infringements, provided they comply with applicable law and are duly presented to the Company. Through the utilization of the Services, you bind yourself to uphold and honor all Intellectual Property Rights affiliated with the Services, Software, and Content.

USER CONTENT

The Company does not assert ownership over the content submitted, shared, or uploaded by any visitor, member, or user, (“User Content”) nor does it aim to include such content within its website Services. In light of this, you hereby grant the Company the following global, royalty-free, and non-exclusive licenses as appropriate:

Publicly Available Content License: For the User Content shared or made available on the publicly accessible regions of the Company’s Sites, you grant a license to use, distribute, reproduce, modify, adapt, publicly perform, and/or publicly display the said User Content on the Company’s network Services. This license serves the exclusive purpose of promoting and providing the specific area where the User Content was placed and/or made available. This license shall remain in effect as long as you retain membership on the Company’s sites and will terminate upon your decision to end your membership.

Media Content License: For photos, audio, video, and/or graphics shared or made available on the publicly accessible areas of the Company’s sites, you grant a license to use, distribute, reproduce, modify, adapt, publicly perform, and/or publicly display said User Content on our network Services. This license solely serves the purpose of promoting and providing the specific area where the User Content was placed and/or made available. This license shall remain in effect as long as you retain membership on the Company’s sites and will terminate upon your decision to end your membership.

Additional Content License: For any other User Content shared or made available on the publicly accessible areas of the Company’s sites, you grant a continuous, binding, and completely sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and/or publicly display said User Content, either in whole or in part. This license also permits the incorporation of such Content into other works in any format or medium currently used or developed later.

Contributions to the Site: For any submission of ideas, documents, suggestions, and/or proposals (“Contributions”) to the site, you acknowledge and agree that: Your Contributions do not contain any type of confidential or proprietary information; The Company shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions; The Company shall be entitled to make use of and/or disclose any such Contributions in any manner they may see fit; Your Contributions shall automatically become the sole property of the Company; and The Company is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.

Publicly accessible areas are defined as those sections of the Company’s sites intended for public viewing and interaction, including but not limited to message boards and groups that are available to both users and members. However, areas restricted to member access only include our mail system and instant messaging.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its principles of conflicts of laws. You agree that any lawsuit arising from or related to this Agreement shall be brought exclusively in the federal or state courts located within the State of Utah, and you hereby irrevocably submit to the exclusive jurisdiction of such courts for such purpose. You further irrevocably waive any objection which you may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. You further agree that: (i) service of process upon you in any such action will be effective if notice is mailed to you at the address you have provided to Company, and (ii) in any dispute between you and Company, you will not assert jurisdiction or venue in any other forum or location, or based on, or arising from, the place where data or orders are accepted or delivered.

The foregoing provision shall not restrict the Company from seeking injunctive relief in any jurisdiction. In any suit, action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and expenses, including post-judgment costs, collection costs, and appellate attorney’s fees.

HEADINGS

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein. The headings are not part of the Agreement, and are not to be used in interpreting the terms and conditions of this Agreement. The language in this Agreement shall be interpreted in accordance with its fair meaning, and not strictly for or against either party. The use of a particular gender or tense shall not be taken to limit the scope of any provision of this Agreement, and terms used in the singular shall include the plural, and vice versa, as the context may require.

AMENDMENTS

Amendment Procedure: The Company reserves the right, at its sole discretion, to modify, amend, or replace the terms of this Agreement at any time. Any such modifications or amendments shall be effective upon posting on the Company’s website or by direct communication to the User. The date of the latest revisions will be indicated at the top of the text of this Agreement.

User's Responsibility: It is the User’s responsibility to periodically review the terms of this Agreement for any changes. Continued use of the Services following the posting or communication of any modifications or amendments will constitute acceptance of such modifications or amendments.

Notice to User: If the Company determines, at its sole discretion, that any amendment to this Agreement is material, the Company will notify the User via the email address associated with the User’s account, or by displaying a prominent notice on the Company’s website. It is the User’s responsibility to keep their contact information updated.

No Oral Modifications: No amendments or modifications of this Agreement will be binding unless executed in writing by a duly authorized representative of the Company. No agency relationship, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by this Agreement.

NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement shall be given in writing and delivered via email to support@celloversatellite.com. The email notice will be considered to have been received on the day it was sent, unless the sending party receives an electronic indication that the email was not delivered.

Any notice sent pursuant to this Agreement shall include the sender’s name, address, telephone number, and email address, and shall specify clearly the nature of the notice provided. Each party is responsible for notifying the other party of any changes in contact information, which may affect the delivery of notices as per this provision.

The notice procedures under this provision shall not apply to any oral communications or notices required or permitted under other provisions of this Agreement or as otherwise provided by law. Any such oral communications or notices shall be managed as set forth elsewhere in this Agreement or as required or permitted by law.

This provision shall not preclude the use of any other method of notice or communication provided elsewhere in this Agreement or permitted by law, and the use of other methods of notice or communication does not invalidate or render insufficient any notice provided in accordance with this provision.

SEVERABILITY

In the event that any provision of this Agreement is determined to be unlawful, void, or unenforceable, such determination shall not affect the validity and enforceability of any other remaining provisions herein contained. The unlawful, void, or unenforceable provision shall be replaced by the parties with a valid and enforceable provision that most closely achieves the economic incentives and intent of the unlawful, void, or unenforceable provision within the bounds of applicable law. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, void, or unenforceable provision or by its severance from this Agreement. Each provision of this Agreement is severable from the others, and if any provision of this Agreement is found by any court or other competent authority to be invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. Further, any provision of this Agreement held to be invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.

WAIVER

No waiver by the Company of any provision of this Agreement shall be considered a waiver of any other provision or of the Company’s right to require strict observance of each of the terms herein. No waiver by the Company shall be of any force or effect unless in writing and signed by an authorized officer of the Company. If the Company waives any particular provision of this Agreement, such waiver shall not be construed as a continuing waiver of the provision, nor shall it in any way affect the Company’s right to enforce such provision in the future. No delay or omission on the part of the Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver shall be valid unless executed in writing by the party making the waiver. Any waivers made by the Company shall not be deemed a waiver of future compliance, and all such future compliance shall be strictly adhered to in accordance with the terms of this Agreement.

ENTIRE AGREEMENT

This Agreement, inclusive of any and all Exhibits, Schedules, and annexed documents, alongside any additional terms and conditions expressed herein or incorporated herein by reference, constitutes the entire understanding and agreement between the Company and You with respect to the transactions and relationships contemplated herein and supersedes any and all preceding and contemporaneous agreements, understandings, assurances, representations, and warranties, whether written or oral, between the Company and You with respect to the subject matter hereof. This Agreement may be amended only by a written agreement executed by an authorized representative of the Company and You. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

CONTACT US

For any inquiries, concerns, or clarifications regarding this Agreement, or any other matter related to our services, you are encouraged to communicate with us directly. Our dedicated team is available and eager to assist you in understanding and navigating through any aspect of our Services and Terms.

You may reach us through the following channels:

1. Telephone: +1 888-600-0973
2. Email: support@celloversatellite.com

We are committed to responding to your communications promptly and efficiently. We encourage the use of email for a more expedited response, but feel free to contact us via telephone during our regular business hours.

It is our intention to provide you with the highest level of service and to ensure that your engagement with our platform is satisfactory and productive. Your cooperation in adhering to the stipulated communication channels is greatly appreciated and vital in ensuring that your queries are addressed accurately and promptly.