By clicking the “I accept” button, or by using the MTP service or continuing to use the MTP service this service agreement is valid and in effect. MTP and you (the “customer”) fully agree to the following terms and conditions. You represent that you are 18 years of age or older and have the legal power and authority to enter into this agreement. If you are signing up to use MTP’s various products and services on behalf of a company, you represent that you have complete authority to bind the company to the terms governing the use of the MTP services, and the term “customer” means your company and all of its employees. If you do not agree to the terms of this agreement, or if you do not have the authority, then you must select the “I decline” button and will not be given access to use any MTP service.

Customer and Users.

The term “Customer” shall mean the individual or legal entity identified to MTP during registration for any MTP product or service via any MTP web site. The term “User” and “Users” shall mean an individual, and if the Customer is representing a business, the term shall also encompass its employees or agents, who access the Service established by the Customer.

The Service.

MTP will provide the Customer with the use of MTP’s web-based software, consisting of a browser interface, domestic and international voice and data transmission, data encryption, available data access, wireless and wireline services and data storage. The Customer’s sign-up and registration for, or use of, the Service shall be deemed to be agreement by the Customer to abide by all the terms and conditions of this Agreement.

Service Access and Availability.

The Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access any MTP Service, and for paying all third-party access charges incurred while using the Service. MTP warrants that the MTP Service will have 100% uptime reliability. If the Service experiences an outage, the Customer will be entitled to a refund of Total Monthly License Fees equal to the prorated number of minutes of the reported outage. The Customer acknowledges, and agrees, that written notice from the Customer showing proof of the outage must be made within 10 days of the outage, and that planned outages in which MTP provides at least 24 hours advanced notice shall not be entitled to refunds.

Proprietary Software and License.

Customer acknowledges, and agrees, that the Service uses proprietary software (the “Software”) owned by MTP, and the Customer is being granted an individual, non-exclusive, non-transferable license to use the Software subject to the terms and conditions of this Agreement. The Customer acknowledges, and agrees, that the Customer, its employees or agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; rent, lease, sell, assign, or transfer rights to the Software; modify or make derivative works based on the Software; or use the Software in any service bureau or timeshare capacity. The Customer acknowledges, and agrees, that MTP retains exclusive ownership throughout the world of its Software, including portions or copies, and all rights not expressly granted to the Customer are reserved by MTP.

15-Day Free Trial.

On occasion, the Customer may be given a 15-day free trial period to use the MTP Service. Commencement of the 15-day period starts with the date of acceptance of this Agreement. The Customer acknowledges, and agrees, that following the expiration of the 15-day trial, MTP may notify the Customer of the expiration of the free trial period, and the Customer acknowledges, and agrees, that continued use of the service beyond the 15-day trial date will automatically renew this Service Agreement, and constitute acceptance of the obligation for payment of the Service under the terms and conditions of this Agreement. MTP has no obligations to Customer in any way during the trial period.

Billing Period and Payment Method – Monthly Payment Plans.

MTP charges and collects fees in advance for the use of the various MTP Services. If the Customer selects an MTP product or service that is available on the Monthly Payment Plan, the Customer acknowledges, and agrees, that the Service will be provided on a monthly billing cycle. A recurring billing charge will be automatically issued to the Customer every month for the Total Monthly License Fees. Payment shall be by Credit Card or via ACH Debit in U.S. Dollars. The Customer agrees to pay the Total Monthly License Fees for its account in accordance with the license fees and billing terms in effect at the time the fees are due and payable. The License Fees are nonrefundable whether or not any, or all, of the User Licenses are actively used for the Service during the payment month. The Total Monthly License Fees, or portions thereof, are also non-refundable if the Customer chooses to cancel their account prior to the end of the monthly billing cycle.

Billing Period and Payment Method – Yearly Payment Plans.

MTP charges and collects fees in advance for the use of the MTP Service. If the Customer selects a MTP Edition that is available on the Yearly Payment Plan, the Customer acknowledges, and agrees, that the Service will be provided on a yearly billing cycle (12 months). A recurring billing charge will be automatically issued to a Customer every year for the Total Yearly License Fee. Payment shall be by Credit Card payable in U.S. Dollars. The Customer agrees to pay the Total Yearly License Fee for its account in accordance with the Yearly License Fee and billing terms in effect at the time the fee is due and payable. The Yearly License Fee is nonrefundable whether or not any, or all, of the User Licenses are actively used for the Service during the yearly payment cycle. The Yearly License Fee, or portions thereof, is also nonrefundable if the Customer chooses to cancel their account prior to the end of the yearly billing cycle.

Calculation of Total Monthly License Fees.

The Total Monthly License Fees charged to the Customer shall be equal to the current number of Total User Licenses in affect at the time of the Customers’ billing cycle, times the current License Fee Per User rate in affect at the time of the Customer’s billing cycle (plus any excess storage fees). The Total Monthly License Fee applies only to those Customers on a Monthly Payment Plan.

Calculation of Yearly License Fee.

The Yearly License Fee charge to the Customer shall be based on a specific Yearly License Fee for a specific number of User Licenses only. The Yearly License Fee applies only to those Customers on a Yearly Payment Plan.

Excess Data Storage Fees.

If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. MTP will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by MTP to so notify you shall not affect your responsibility for such additional storage charges. MTP reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

License Fee Per User.

The Customer acknowledges, and agrees, that the service is billed on a License Fee Per User basis. A billable User shall constitute any and all active User IDs setup in the Customer’s account. MTP reserves the right to change the license fee and usage policies, and to introduce new charges at any time, upon a minimum prior notice to the Customer of at least 30 days.

Total User Licenses.

Total User Licenses represents the total number of users who may access the MTP Service using the Customer’s account. The Total User Licenses are initially established, and contracted for, during the sign-up process, and subsequently may be increased, or decreased, using the User setup procedures within the MTP service. The Customer acknowledges, and agrees, that increases in the number of User Licenses will be charged at the current License Fee Per User rate and become billable immediately, and that decreases in the number of User Licenses will become effective during the next Customer billing cycle. A billable User shall constitute any and all active User IDs setup in the Customer’s account. The Customer also acknowledges that it has the responsibility to contact MTP of any decreases in the number of User Licenses prior to the next Customer’s billing cycle.

Local and State Taxes.

Billing amounts are exclusive of all taxes, levies, or duties that may be imposed by taxing authorities having jurisdiction over the Customer’s access location. Due to the mobility of access to the MTP Service, the Customer acknowledges, and agrees, to be responsible for the payment of such taxes, levies, or duties, if any.

Billing Errors.

The Customer must contact MTP in writing within 30 days of receiving an invoice or billing receipt containing the amount in question in order to be eligible to receive a credit or adjustment. The Customer’s continued use of any MTP product or service after any contacting MTP’s customer service department invalidates any claim for credit or reimbursement of charges. MTP provides services on both “flat rate” unlimited use plans, as well as metered billing plans (customer pays for all usage, non-unlimited use plans). The maximum credit that a Customer shall be entitled shall be one month’s billing.

Renewal of Service Agreement.

The Customer acknowledges, and agrees, that this Service Agreement is a monthly agreement and shall automatically renew each month unless either party requests a change to the Agreement or its termination.

Non-Payment.

In the event the Customer account becomes overdue, MTP reserves the right to suspend the MTP Service provided to the Customer. The Customer acknowledges, and agrees, that suspension of the account will deny the Customer, and all users accessing the MTP Service using the Customer account, access to the MTP Service until delinquent accounts are paid in full. In addition to the rights granted herein, MTP reserves the right to terminate this Agreement in accordance with the terms and conditions of this Agreement. In the event the Customer stops or voids any payment to MTP, claims a credit for credit card payments for MTP Services already used, or in any way impedes MTP’s ability to collect funds for Services already rendered, MTP shall be entitled to interest in the amount of 1.5% per month, plus MTP shall be entitled to recovery of all collections costs and attorney’s fees.

Termination of Service Agreement.

The Customer or MTP may terminate this Service Agreement by notifying the other party in writing at least 30 days prior to the beginning of the next billing cycle. Upon termination of the Service Agreement for any reason, the Customer, and all users accessing the MTP Service using the Customer account, will immediately cease all use of the MTP Service. After termination, MTP will remove all data in the Customer account. MTP will make a file of the Customer data available to the Customer for a fee if the Customer makes such a request in writing at the time notice of termination is given and all Customer charges are paid in full upon termination. The Customer acknowledges, and agrees, that MTP is not obligated to retain the Customer data after termination, and will delete the data after such time.

Accurate Customer Information.

The Customer agrees to provide MTP with accurate billing and contact information, including legal name, company name (if applicable), street address, telephone number, and Email address. The Customer also agrees to notify MTP of any changes to this information within a period not to exceed 30 days. MTP reserves the right to terminate Customer access to the Service, without any obligation to return Customer data, if the Customer provides false or fraudulent contact or billing information.

Customer Account Security and Passwords.

The Customer is entirely responsible for any and all activities that occur within the Customer’s account, and where applicable, the activities that occur within additional accounts established by the Customer. The Customer will choose, or be temporarily assigned, all applicable passwords to use with the MTP Service. The Customer shall be entirely responsible for maintaining the confidentiality of their passwords and account data, and where applicable the passwords and accounts of each user accessing the Service using an account established by the Customer. Any unauthorized use or breach of security of a Customer account, and where applicable other accounts established by the Customer, shall be reported immediately to MTP.

Customer Support.

MTP, or its designee(s), shall provide Email or Telephone support during normal business hours (9:00am to 5:00pm Eastern Time Zone) Monday-Friday, except on holidays. MTP can be contacted via phone toll free 877-204-3507 or via www.MTP-USA.com.

Customer Account Data.

MTP acknowledges that all data submitted to the MTP Service by the Customer, or its agents, is intellectual property owned exclusively by the Customer. The Customer acknowledges, and agrees, that the accuracy, integrity, reliability, quality, legality, and copyright of all Customer Data shall be the sole responsibility of the Customer, and MTP shall not be held accountable or liable for any correction, deletion, loss, destruction, or failure to store any such Data.

Confidentiality of Customer Data.

All Customer account data is considered confidential. MTP will not share, rent, sell, or trade Customer information or Customer account data. MTP may use the Customer’s contact information to contact the Customer to provide support, evaluate the satisfaction of service, or ensure proper billing and payment for our service.

Data Backup and Security.

MTP shall use all reasonable efforts to protect the Customers data and conduct data backups. It is the Customer’s responsibility to secure and maintain their own copy of all data, from the use of any MTP product or service.

Inappropriate Use.

The Customer, and employees or agents, will not use the MTP Service in any way to transmit through the Service any unlawful, harassing, libelous, unsolicited commercial email ("spam"), abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. The Customer agrees to defend, indemnify, and hold MTP harmless against any claim or action, civil or criminal, that arises from the Customers use of the Service in any manner.

Export Regulations.

The Customer agrees to comply strictly with all U.S. export laws and controls and assumes sole responsibility for obtaining licenses or permits for export or re-export as may be required.

Assignment.

This Agreement may not be assigned by the Customer without the prior written approval of MTP, but may be assigned by MTP to a parent or subsidiary, an acquirer of assets, or a successor by merger.

Venue and Choice of Law.

The laws of the state of New Jersey shall govern the validity of this Service Agreement, the construction of its terms and the interpretation of the rights of the parties hereto.

Unenforceability of Provisions.

If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of the Agreement shall nevertheless remain in full force and effect.

Modification of Service Agreement.

MTP reserves the right to change the terms and conditions of this Agreement, and all policies relating to any MTP Service, at any time. MTP shall notify the Customer by posting an updated version of this Agreement on the Service in question. Customer is responsible for regularly reviewing this Agreement on www.MTP-USA.com. Continued use of any MTP product or service after any such changes shall constitute Customer's consent to such changes.

Notices.

Any and all notices, demands, or other communications required or desired to be given hereunder relating to the terms and conditions of this Agreement shall be made in writing and shall be validly given or made to another party if personally served; or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested; or if by Email when receipt is electronically confirmed. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand, or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows: If to the Customer: the Customer’s address on record in MTP account information. If to MTP the Customer may give notice to: MTP PO Box 695 Boonton, NJ 07005-0695. If such notice, demand, or other communication is given by Email, such notice shall be deemed given 24 hours after sending, or electronically acknowledged, whichever is less.

Warranty Disclaimer.

The MTP service is provided to the customer strictly on an “as is” basis and MTP and its licensors make no warranty, representation, or guaranty, either express or implied, as to the fitness for a particular purpose, merchantability, non-infringement of third party rights, reliability, availability, or accuracy of content. MTP does not guaranty, warrant, or represent that the service will be secure, uninterrupted, error-free, or free of viruses or other harmful components, or that errors or defects will be corrected.

Limitation Of Liability.

In no event shall MTP’s total liability exceed the amounts actually paid by the customer to MTP for the MTP service under this service agreement for the month immediately preceding the act of injury that gave rise to the liability. Neither MTP nor its licensors shall be liable to anyone for any indirect, incidental, consequential, special, exemplary, punitive, or other damages of any type or kind (including loss or inaccuracy of data, revenue, or profits) arising out of, or in connection with, this service or the inability to use the service, even if MTP has been previously advised of the possibility of such damages.