RUBY RECEPTIONISTS, INC.
Updated September 5, 2019
The Company offers virtual communication services, including a virtual receptionist service and a live chat service. References to “Services” includes all such virtual communication services and related ancillary services, as well as the websites and mobile applications, if any, through which you can access those services.
By using the Service, if you are an individual, you represent, acknowledge and agree that you are at least the age of majority in the jurisdiction in which you reside. If you are accessing the Service on behalf of a company or other legal entity (“Entity”), you represent that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms.
Subject to your compliance with these Terms, the Company hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the materials on our websites and our mobile applications, as intended by the functionality on such websites and mobile applications, solely for the purpose of accessing Services purchased by you. Except for the foregoing license, no other rights in such materials are granted to you, and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit such materials in any manner.
You are responsible for maintaining the confidentiality of any login and password issued by the Company to you to use the Services, and you are responsible for all activities that occur using your access credentials. You agree not to do anything else that might jeopardize the security of your account.
You acknowledge that the Company may make changes to the Services at any time.
To use a Service, you must purchase a subscription for that Service. Your subscription continues until terminated or cancelled in accordance with these Terms.
Our fees are calculated on a monthly basis, and we charge two types of fees. First, we charge a fixed fee based on the package of Services you purchase, and such fixed fee is due in advance, on or before the first day of each monthly billing period. Second, we charge a variable overage fee if your usage exceeds the base usage units included with your subscription, and such variable 5 WEST\285903817.10
overage fee is due in arrears on or around the first business day following each monthly billing period. You are responsible for paying these fees as well as any and all applicable sales and use taxes for the purchase of your subscription based on the address that you provide when you register as a subscriber. All our fees are quoted in United States dollars.
Your initial billing period may be less than a full month, in which case, your fees for that initial billing period will be prorated accordingly.
You may contact us to upgrade or downgrade your subscription by calling 866-611-7829 or emailing firstname.lastname@example.org. Your upgrade or downgrade is effective immediately and applies to the entire monthly billing period during which you contacted us.
In addition, you may contact us to cancel your subscription by calling 866-611-7829 or emailing email@example.com. If you contact us to cancel during a free trial or an introductory period during which we give you a money back guarantee, your cancellation is effective immediately. Otherwise, your cancellation is effective at the end of the then-current monthly billing period.
We may terminate your subscription immediately upon giving notice to you if: (i) we suspect that a request from you or your callers or your website visitors constitutes or otherwise relates to fraudulent or otherwise illegal activity or to a sexual or otherwise potentially illicit encounter, (ii) you or your callers or your website visitors are abusive, disrespectful, or otherwise inappropriate to our personnel, or (iii) you breach any of these Terms. In addition, we may terminate your subscription for any other reason or for no reason by giving you 30 days’ notice.
We reserve the right to change our subscription plans or adjust pricing for our Services or any components thereof in any manner and at any time. We will give you at least 30 days’ notice prior to any price change or change to your subscription plan.
Your subscription may start with a free trial or an introductory period during which we give you a money back guarantee. We will not give you a free trial or a money back guarantee if you previously received a free trial or a money back guarantee refund for the same Service. If granted to you, the free trial period or the money back guarantee introductory period, as applicable, lasts for the time period specified during your sign-up for the Services. Please note that we will charge you for your subscription at the end of the free trial period, unless you cancel your subscription prior to the end of the free trial period. Please also note that any money back guarantee is subject to conditions, restrictions and limitations that are communicated to you when you sign up for the Services.
You must maintain a valid payment method on file with us. You agree that we may charge your credit or debit card, or withdraw amounts from your designated account at your depository institution, or charge any other payment method that you have on file with the fees due hereunder, any sales and use taxes and any late fees or interest (as described below). Except for downgrades and cancellations by you in the manner permitted herein, payments are nonrefundable, and there are no refunds or credits for partially used periods.
If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, 5 WEST\285903817.10
if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees.
We measure usage of our virtual receptionist service using the concept of receptionist minutes. Receptionist minutes are billed in 30-second increments and calls are rounded up to the nearest 30-second mark. As an example, if a call is ten seconds long, it will be billed as 30 seconds (or half of a receptionist minute).
For inbound calls, receptionist minutes are calculated starting from the time the receptionist receives the call and ending when a receptionist transfers the call through to someone, or to voicemail, or otherwise disconnects because the call is over. We include hold time, and exclude talk time once a call is transferred to you or your voicemail box.
For outbound calls, receptionist minutes are calculated by counting the time our outbound call specialist is on the call, as well as the time they spend sending a follow-up email to notify you of the outcome of the call.
A chat is an online interaction that starts when a website visitor engages a chat specialist, and ends when (a) the chat specialist determines the chat is not company-related, (b) the visitor closes the chat window, or (c) the chat specialist closes the chat window.
We measure usage of our chat services using the concept of engaged chats. All chats considered engaged chats are billed to our customers, including but not limited to those tagged as Leads, Actionable Support, Non-Actionable Support, and Recruitment. Chats that are not engaged are defined as those that are initiated by a bot, contain nonsensical verbiage, or are ended by the website visitor after the initial hello.
Our mobile application may be configured to allow you to make calls using your voice connection from your mobile service provider. Please note that this may result in additional voice minute usage fees from your mobile service provider.
We will allow you to port-away telephone numbers, so long as you have an account in good standing and, for numbers assigned to you by us, you have been assigned the number more than twenty-one days prior to the port-away date. If numbers aren’t ported back by you within three months after the termination of the applicable subscription, we reserve the right to release or reassign the number.
In accordance with applicable law, we will contact you at the telephone number that you provide (or that we provide for your use as part of our Services) for customer services purposes, including, to respond to your inquiries, to conduct user surveys, to assist with trouble shooting and IT related issues, for promotional purposes/to discuss new and existing products and services with you and to return your calls to us. If you have activated a feature of our Services that allows us to send you text messages, per your request, we may contact you via text to test the system, for demonstration purposes, and for troubleshooting. The number of texts that we send to you will be based on your particular circumstances and requests. At your request or with your permission, we will also correspond with you via text in other circumstances. For example, we may contact you at the telephone number that you provide when you give us your permission as part of completing a form on our website, or downloading information from our website. If you contact us for these or other purposes through text, we may respond to your inquiry by reply text. By providing your number, you agree to receive these and other texts and informational calls.
Disclaimer of Warranties.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE COMPANY MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE QUALITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
Limitation of Liability.
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF THE COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO 5 WEST\285903817.10
COMPANY FOR SERVICES DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Dispute Resolution, Binding Arbitration and Class Action Waiver
Any controversy or claim between you and the Company arising out of or relating to: (a) these Terms, or the breach thereof, or (b) your access to or use of the Services, or (c) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”), shall be resolved exclusively by a binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with the arbitration to be held in Multnomah County, State of Oregon, USA. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, USA to enforce this agreement for Dispute Resolution, Binding Arbitration, and Class Action Waiver. However, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Claims shall be heard by a single arbitrator. Arbitrations shall be held in Multnomah County, Oregon but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act and by the internal laws of the State of Oregon, without regard to conflicts of laws principles. The prevailing party shall be entitled to an award of reasonable attorneys’ fees.
In arbitration, the parties give up their right to have their Claim decided by a judge or jury, and their Claim is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made.
YOU AND THE COMPANY AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND IF THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT OF COMPETENT JURISDICTION, THEN SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
NOTWITHSTANDING THE FOREGOING, IF ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MULTNOMAH COUNTY, OREGON, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS.
The following are trademarks of the Company:
Ruby Service Pyramid
Incent, Inspire, and Empower
Ruby Spelling Alphabet
All information and screens appearing in the Services, including documents, services, designs, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of the Company, Copyright © 2019 Ruby Receptionists, Inc. All rights not expressly granted by us herein are reserved.
The Company prefers to advise you if the Company feels you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by the Company, may result in immediate termination of your access to the Service without prior notice to you. We may send you information relating to your account in electronic 5
form, for example via emails to your email address provided during registration, and you agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Services are intended for customers in North America. The Federal Arbitration Act, Oregon state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. The Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by Company without restriction. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. These Terms are the entire agreement between you and the Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and the Company about the Services. The proprietary rights, disclaimer of warranties, representations made by you, limitations of liability and general provisions shall survive any termination of these Terms.