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This document was last updated on July 20, 2013

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE OR SIGNING UP FOR SERVICES

This Agreement, which governs the terms and conditions of your use of the "Services" (as defined below), is between you ("you" or "Customer"), as an authorized user of the Services, and "XoverX" Limited ("XoverX"), a company organized under the laws of England, with a business address at 46 Ilford Hill, Ilford, Essex, IG1 2AT, England (Registration number: 08319701 - VAT number: 151 7295 10). This Agreement, together with any operating rules, policies (including Privacy Policy), price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to time by XoverX (collectively, the "Agreement"), constitutes the entire agreement between XoverX and you regarding the Services (as defined below) and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. "Xpanel account " or "Account" is defined as the account through which you access the Services. "Number" is defined as each Xpanel telephone number associated with your Service plan. Notwithstanding the foregoing, your use of any software provided by XoverX related to the Services shall be pursuant to a separate agreement governing customers' use of such software. By using the Services, you confirm your acceptance of, and agree to be bound by, this Agreement. If you begin the sign up process for the Services but fail to complete the process, XoverX may contact you in an effort to help you through this process. You hereby authorize XoverX to make such contact, even if you ultimately determine not to sign up for the Services.

1. The Services

For the purposes of this Agreement, "the Services" are defined as the Xpanel service plan and any optional additional Xpanel-related services to which you are subscribed, each of which is described at the website www.XoverX.com ("the XoverX Website").

2. Term

Your Service plan begins upon activation and automatically renews on a monthly basis, until terminated on notice by either party, notwithstanding other termination rights indicated herein, and notwithstanding post-termination rights and obligations hereunder.

3. Charges

Access Charge & Service Charge implemented from the 1st July 2015

  • From 1 July 2015, the regulator Ofcom has changed the way you're charged for these numbers 0843, 0844, 0845, 0870, 0871, 0872, 0873, 09, including 118. So you need to be aware of major changes to how these numbers are charged; the changes are designed to make the cost of calls clearer, and are being communicated through a campaign called UK Calling.
  • Please follow the link Non Geographic Changes for more information in detail

Price

  • You agree to pay all charges for your use of the Services at the prices then in effect according to your Service plan.
  • For current pricing information for the Xpanel Services, visit the Xpanel Website. All charges will be exclusive of value added taxes ("VAT"), sales or other taxes, except as required by law. XoverX reserves the right to change prices or institute new charges for access to or use of the Services. All changes to prices or charges (but not necessarily to taxes) will be posted by XoverX at the XoverX Website (for the Xpanel Services) and you are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of the Services or non-termination of your Xpanel account after changes are posted constitutes your acceptance of the prices as modified by the posted changes.
  • To view your current Account balance, along with billing details and any accumulated charges, please click on "Usage" or "Billing" after logging in to the Xpanel Website.

Additional fees

  • If you are using the Services from certain locations, you may also incur charges levied by your internet service provider, online service provider and/or long distance carrier to access the Services. When diverting calls to destinations outside the UK, international rates apply from the first minute.
  • Subject to specific product pricing or agreed pricing, XoverX will charge Customers for usage on a per second basis for all connection and diverted call traffic.
  • In the case of Conference Calling, XoverX will charge for the total length of the call – i.e. the per minute charge will apply to the total number of minutes of all participants combined.
  • For questions on current pricing to a particular destination, please visit our Rate Checker for current rates.
  • Additional Numbers, usage credit or extensions may be obtained for an additional monthly fee. Please contact Xpanel Support for current pricing.

4. Privacy Policy

XoverX is dedicated to establishing trusting relationships with its customers, based on respect for personal identity and information. To demonstrate our commitment to Customer privacy, we have developed a Privacy Policy, a current copy of which is available at the XoverX Website and which forms an integral part of this Agreement. If we decide to change our privacy practices, we will post those changes in our Privacy Policy, and other places we deem appropriate, so our customers are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. We will use information in accordance with the Privacy Policy under which the information was collected. If, however, we are going to use customers' personally identifiable information in a manner different from that stated at the time of collection we will notify customers via email. Customers will have a choice as to whether or not we use their information in this different manner. However, if customers have opted out of all communication with XoverX, or deleted/deactivated their account, then they will not be contacted, nor will their personal information be used in this new manner. In addition, if we make any material changes in our privacy practices that do not affect customer information already stored in our database, we will post a prominent notice on the Web site notifying customers of the change. In some cases where we post a notice we will also email customers, who have opted to receive communications from us, notifying them of the changes in our privacy practices.

5. Customer Responsibilities

General

You must (a) obtain and pay for all equipment and third-party services (e.g., internet access and email service) required for you to access and use the Services; (b) maintain any security of your user identification, and other confidential information relating to your Xpanel Account and; (c) be responsible for all charges resulting from use of your Xpanel Account, including unauthorized use prior to you notifying XoverX of such use and taking steps to prevent its further occurrence.

User Account, Password, and Security

As part of your registration process, you will be required to provide a valid email address and select a password. Once you become a registered user, your Xpanel Number will be automatically sent to you by email. You may change your password to protect your voicemails after logging in to the Xpanel Website. You are entirely responsible for notifying XoverX of any change in your email address and for failing to maintain the confidentiality of your password, Xpanel Number and Account information. Furthermore, you are entirely responsible for any and all activities that occur under your Xpanel Account. You agree to immediately notify XoverX of any unauthorized use of your Xpanel Account or any other breach of security known to you.

Content of Transmissions

You are fully responsible for the contents of your transmissions through the Services. XoverX simply acts as a passive conduit for you to send, receive, store, and retrieve information of your own choosing.

Prohibited Conduct

Your use of the Services is subject to all applicable local, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws or false advertising and any geo-compliance legislation which may apply to your usage of the Services). You agree: (1) to comply with EU Data Protection law regarding the transmission of data through the Services; (2) not to use the Services for illegal purposes; (3) not to interfere or disrupt networks connected to the Services; (4) to comply with all regulations, policies and procedures of networks connected to the Services; (5) not to use the Services to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (6) not to transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind of nature; (7) not to use or reference the Services for chain letters, junk fax or junk mail, spamming or any other use of distribution lists to any person who has not given specific permission to be included in such a process; (8) not to use the Services to attempt to gain unauthorized access to other computer systems; (9) not to interfere with another's use and enjoyment of the Services or similar services; and (10) not to use the Services to transmit misleading or inaccurate caller identification information. Customer may not use the Services with the intent to defraud, cause harm, or wrongfully obtain anything of value.

Prohibited Charges

You agree that you are not authorized to charge products or services provided to you or at your request to the Xpanel Number assigned to you by XoverX and that you will not request or otherwise cause any third-party to charge any such products or services to such number. Any such charges will give XoverX the right to immediately terminate or suspend your Xpanel Account without notice and you further understand and agree that XoverX can immediately charge your credit card or other payment method you use to pay for the Services for these products or services.

6. Unsolicited Telemarketing

The transmission of unsolicited telemarketing phone calls may, in certain circumstances, be illegal under the European Union's Telecommunications (Data Protection and Privacy) (Direct Marketing) Regulations 1998 and under the laws of a number of other countries, states and provinces. Unsolicited telemarketing through the Services is prohibited and a material violation of this Agreement. If you transmit or are otherwise connected with any email, fax or voice "spam" or other unsolicited marketing message, you agree to pay XoverX its actual damages if those damages can be reasonably calculated. If actual damages cannot be reasonably calculated, you agree to pay XoverX liquidated damages of ten Pounds (£10.00) for each piece of "spam" or unsolicited marketing message transmitted from or otherwise connected with your XoverX account. You acknowledge that if actual damages cannot be reasonably calculated, these liquidated damages are a reasonable estimation of such damages and are not a penalty. You also agree that XoverX may charge such damages to your credit card or other payment method you use to pay for the Services.

7. Termination

By You

You may terminate your Xpanel Account at any time, with or without cause, upon notice. In order for you to give notice to XoverX you want to terminate your Xpanel Account, you must contact Customer Service (+44 207 169 7777) or visit www.xoverx.com/Xpanel/cancel. A Customer Service representative will assist you with terminating your Xpanel account in accordance with the XoverX’s verification procedures, such procedures may be changed by XoverX in its sole discretion. Upon termination of your account, XoverX will send you an email confirming that your account has been canceled. Your account will not be deemed canceled unless and until you receive this email.

By XoverX

XoverX may terminate or suspend your Xpanel Account at any time, with or without cause, upon notice. XoverX reserves the right to do so without prior notice, provided that XoverX will attempt to confirm such termination or suspension by subsequent notice. In addition, XoverX reserves the right to suspend or terminate your Xpanel Account without notice upon rejection of any credit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to XoverX when XoverX believes you are liable for the charge. We may assess an additional fee of twenty-five Pounds (£25) for any cheque or charge (credit card or bank account) returned for nonpayment, or for any item required to be processed manually outside of our automatic billing/charging system, and this fee may be automatically added to your bill in these events. In addition, we may assess a twenty-five Pounds (£25) service restoration fee to restore service on Numbers temporarily disconnected due to payment problems. Such rights are in addition to and not in lieu of any other legal rights or remedies available to XoverX. XoverX reserves the right to limit use of the Services or to terminate any account if we believe unreasonable usage has occurred on such account or if the Services are used in a manner that is not permitted by this Agreement. XoverX also reserves the right to take any action with respect to the Services that it deems necessary or appropriate in its sole discretion if XoverX believes you or your usage may create liability for XoverX, compromise or disrupt the Services for you or others or cause XoverX to lose (in whole or in part) the services of XoverX’s suppliers.

8. Customer Representations

You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the country, state or province in which you reside, and that you possess the legal right and ability to enter into this Agreement and to perform your obligations under this Agreement. You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement. You confirm that you are authorized to use the payment method that you present to us to satisfy payment for the Services.

9. Modifications to Customer Agreement

XoverX may automatically amend this Agreement at any time by (a) posting a revised Customer Agreement on the Xpanel Website and/or (b) sending information regarding the amendment to the email address you provide to XoverX. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE Xpanel WEBSITE (FOR THE Xpanel SERVICES) TO OBTAIN TIMELY NOTICE OF SUCH AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUING TO USE THE SERVICES AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. Otherwise, this Agreement may not be amended except in writing signed by both you and XoverX.

10. Modifications to Services

XoverX reserves the right to modify or discontinue any of the Services with or without notice to you. XoverX shall not be liable to you or any third party should XoverX exercise its right to modify or discontinue the Services.

11. Management via the Internet

We will provide you with an internet web site address where you can log in to manage your Account, view calls, receive support, and manage basic Account information. Although some functions of your Services may be configured simply by using your telephone, you may find that some functionality is controlled only through the Web site interface. You must have internet access to use the Services. It shall be your responsibility to manage all configuration details yourself, unless you have paid for configuration service. Logging into Web site Services requires a common, and current, internet browser with support for SSL encryption and cookies enabled. Anyone whom you give Account access, through use of your secure account codes or otherwise, shall be authorized by you to make any and all changes to your Services, Account and Number.

12. Disclaimer of Warranties and Limitation of Liability

Xpanel AND ALL OTHER XOVERX SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND NEITHER XOVERX NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. XOVERX DOES NOT WARRANT THAT ACCESS TO OR USE OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT XOVERX SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. XOVERX AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.

YOUR USE OF Xpanel AND ALL OTHER XOVERX SOFTWARE AND SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES OR OTHER MATERIAL (INCLUDING XOVERX SOFTWARE) OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM XOVERX. YOU AGREE THAT NEITHER XOVERX NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF YOUR USE OF OR INABILITY TO USE Xpanel OR ANY OTHER XOVERX SOFTWARE OR SERVICES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF XOVERX OR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF XOVERX AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF Xpanel AND ANY OTHER XOVERX SERVICES AND SOFTWARE OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SOFTWARE OR SERVICES IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) £500.00 (GBP). YOU HEREBY RELEASE XOVERX AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

NEITHER XOVERX NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES OUTSIDE OF XOVERX'S OR ANY SUCH LICENSOR'S OR SERVICE PROVIDER'S CONTROL WHICH COULD LEAD TO THE INTERRUPTION OF THE SERVICES OR TO THE INTERRUPTION OF DATA DELIVERY SERVICE TO YOUR EMAIL ADDRESS, PAGER, TELEPHONE OR ANY OTHER RECEIVING DEVICES OR THIRD-PARTY DATA STORAGE AND/OR DELIVERY SERVICES.

YOU WILL NOT RELY ON ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, MADE BY ANY PERSON OTHER THAN AN AUTHORIZED OFFICER OF XOVERX, IN EVALUATING THE SERVICES OR ANY OTHER SERVICES AND/OR PRODUCTS OF XOVERX.

XOVERX RESERVES THE RIGHT TO SUSPEND OR DISCONTINUE THE SERVICES FOR MAINTENANCE OR REGULATORY REASONS OR ANY OTHER PURPOSE BEYOND ITS REASONABLE CONTROL, WITHOUT INCURRING ANY LIABILITY OR OBLIGATION TO YOU, AND IF THE SERVICES ARE SUSPENDED OR DISCONTINUED FOR AT LEAST 30 DAYS, EITHER PARTY SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT IMMEDIATELY BY NOTICE IN WRITING TO THE OTHER.

13. Billing

14. Payment

Payment of your Xpanel Account balance is due monthly and must be made by the credit card, debit card, BACS or cheque designated by you for XoverX use and transactions, or through such other payment methods as XoverX may provide from time to time. If your Xpanel Account is a qualified business account and is approved by XoverX for corporate billing, charges will be accumulated, identified by Customer identification number and invoiced on a monthly basis.

If payment is not received by XoverX by its due date, you agree to immediately pay all amounts due upon demand by XoverX. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that XoverX is authorized to charge your designated card or obtain payment for the Services through other means legally available to XoverX. For payments by debit card or credit card, your card issuer's agreement governs your use of your designated card in connection with the Services and you must refer to such agreement (not this Agreement) with respect to your rights and liabilities as a cardholder. You agree that XoverX may (at its option) accumulate charges incurred during your billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that XoverX may delay obtaining authorization from your card issuer or bank until submission of the accumulated charge(s). This means that accumulated charges may appear on the statement you receive from your card issuer or bank.

You agree that XoverX may submit charges for your monthly or annual service fee each month, without further authorization from you, until you provide prior notice (in accordance with XoverX's verification procedures, as may be established by XoverX from time to time in its sole discretion) that you have terminated this authorization or wish to change your designated card or bank account. Such notice will not affect charges submitted before XoverX reasonably could act on your notice. If you have any question regarding any charges that have been applied to your Account, you must contact XoverX's Customer Service Department within 30 days of the charge date. Failure to use your Account will not be deemed a basis for refusing to pay any charges submitted by XoverX in accordance with this Agreement.

XoverX may provide the Services on credit terms (one month) at its discretion. XoverX reserves the right to refuse to provide the Services if it is not satisfied with the perceived credit risk that XoverX would incur in the provision of the Services on this basis and XoverX reserves the right to seek and obtain information from you, at no cost to XoverX, at any time, to ease any concerns it may have with regard to the perceived credit risk to XoverX in providing the Services to you. XoverX reserves the right to seek, on an exceptional basis, at any time, an immediate interim payment in respect of monies calculated to be due.

In the event of a dispute over the amount of monies owed, all invoiced payments and amounts debited to the credit/debit card holder's account will remain payable and due for payment. Disputed payments must be notified to XoverX as soon as possible and in any event within 10 days of the date of invoice. XoverX will then investigate all disputed calculations/billings. However XoverX's decision in respect of payments due will be final.

IN ORDER TO AVOID INTERRUPTIONS IN THE SERVICES CAUSED BY REJECTED CREDIT OR DEBIT CARD CHARGES, XOVERX RESERVES THE RIGHT TO UPDATE YOUR CREDIT OR DEBIT CARD DETAILS (SUCH AS EXPIRATION DATES) WHERE THIS IS NOT PROHIBITED BY LAW. YOU UNDERSTAND AND AGREE THAT XOVERX IS ENTITLED TO OBTAIN SUCH UPDATED CARD DETAILS, STORE THEM AND USE THEM TO BILL CHARGES.

15. Providing Notification to XoverX.

You must promptly notify XoverX of changes to (a) the account number or expiration date of your designated credit or debit card; (b) your billing address for the designated credit or debit card; and (c) the name of each minor whom you have authorized to use your Xpanel account. You must also promptly notify XoverX if your card is cancelled. XoverX may contact you by phone, email or SMS message in an effort to help you in the event of any unresolved issues which are evident with payment collection evident on XoverX’s systems, including issues around any outstanding invoices. You hereby authorize XoverX to make such contact.

16. Ownership

All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Services are wholly owned by XoverX and/or its licensors and service providers except where expressly stated otherwise. You may not use XoverX’s trademarks, trade names, patents, copyrights or other intellectual property rights without XoverX’s prior written permission.

YOU FURTHER UNDERSTAND AND AGREE THAT YOU ARE NOT THE OWNER OF ANY NUMBER ASSIGNED TO YOU BY XOVERX. OWNERSHIP OF ANY SUCH NUMBER IS VESTED SOLELY IN XOVERX (AND YOU ARE GIVEN A REVOCABLE LICENSE TO USE SUCH NUMBER IN ACCORDANCE WITH THE PREVAILING TERMS OF USE APPLICABLE TO YOUR SERVICE AS SPECIFIED IN THIS AGREEMENT). YOU ARE EXPRESSLY PROHIBITED FROM CAUSING OR ATTEMPTING TO CAUSE THE NUMBER ASSIGNED TO YOUR ACCOUNT TO BE TRANSFERRED TO ANY OTHER SERVICE PROVIDER, TELEPHONE CARRIER OR ANY OTHER PERSON OR ENTITY (ALSO SOMETIMES REFERRED TO AS "PORTING" THE TELEPHONE NUMBER). IN THE EVENT YOU ARE FOUND TO HAVE VIOLATED THIS PROHIBITION YOU AGREE TO IMMEDIATELY RETURN THE NUMBER TO XOVERX AND PAY TO XOVERX AN AMOUNT EQUAL TO £500 (OR THE EQUIVALENT IN LOCAL CURRENCY). YOU AUTHORIZE XOVERX TO CHARGE YOUR ACCOUNT CREDIT CARD OR TAKE ANY OTHER MEASURES REQUIRED TO COLLECT THIS PAYMENT. YOU AGREE THAT THIS PAYMENT REPRESENTS LIQUIDATED DAMAGES REFLECTING A REASONABLE MEASURE OF THE ACTUAL OR ANTICIPATED HARM AND DAMAGES CAUSED TO XOVERX FROM SUCH VIOLATION IN LIGHT OF THE DIFFICULTIES OF PROOF OF XOVERX’S LOSS AND THAT THIS PAYMENT IS NOT A PENALTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS TO BE PLACED ON YOUR RIGHT TO PORT THE NUMBER ASSIGNED TO YOU, SO SOME OF THESE LIMITATIONS MAY NOT APPLY. HOWEVER, EVEN IF YOU ARE ENTITLED TO PORT SUCH NUMBER, YOU UNDERSTAND AND AGREE THAT IT MAY NOT BE POSSIBLE TO DO SO, E.G. WHEN NO PORTING AGREEMENT EXISTS BETWEEN YOUR AND OUR TELEPHONE CARRIER OR FOR ANY OTHER REASON.

IF YOU "PORTED IN" A TELEPHONE NUMBER IN CONNECTION WITH YOUR USE OF THE SERVICES OR ARE ENTITLED TO "PORT OUT" A NUMBER UNDER LOCAL LAW, YOU MAY "PORT OUT" THAT NUMBER UPON TERMINATION OF YOUR Xpanel ACCOUNT ONLY IF YOU SATISFY THE FOLLOWING REQUIREMENTS: (i) YOU PROVIDE WRITTEN NOTICE TO XOVERX OF YOUR INTENTION TO "PORT OUT" THE TELEPHONE NUMBER ASSOCIATED WITH THE TERMINATED Xpanel ACCOUNT NO LATER THAN THIRTY (30) DAYS AFTER THE DATE OF TERMINATION OF YOUR Xpanel ACCOUNT (THE "PORTING NOTICE PERIOD"); (ii) YOUR NEW TELEPHONE CARRIER PROVIDES OUR TELEPHONE CARRIER WITH A DULY EXECUTED PORTING REQUEST PRIOR TO THE EXPIRATION OF THE PORTING NOTICE PERIOD; AND (iii) PRIOR TO THE EXPIRATION OF THE PORTING NOTICE PERIOD, XOVERX HAS RECEIVED AN ADMINISTRATION FEE TO COVER ITS COSTS ASSOCIATED WITH PROCESSING THE PORT IN AN AMOUNT OF (A) £40 (OR THE EQUIVALENT IN LOCAL CURRENCY) IF YOU "PORTED IN" THE TELEPHONE NUMB0ER OR (B) £65 IF YOU ARE ENTITLED TO "PORT OUT" A NUMBER UNDER LOCAL LAW. YOU HEREBY AUTHORIZE XOVERX TO CHARGE YOUR CREDIT CARD IN THE APPLICABLE AMOUNT OR TO OTHERWISE ARRANGE TO MAKE THIS PAYMENT TO XOVERX WITHIN THE PORTING NOTICE PERIOD. IF YOU FAIL TO SATISFY THESE REQUIREMENTS, THE TELEPHONE NUMBER YOU "PORTED IN" WILL BECOME THE SOLE AND EXCLUSIVE PROPERTY OF XOVERX.

YOU UNDERSTAND AND AGREE THAT FOLLOWING THE TERMINATION OF YOUR Xpanel ACCOUNT FOR ANY REASON, SUCH NUMBER MAY BE RE-ASSIGNED IMMEDIATELY TO ANOTHER CUSTOMER, AND YOU AGREE THAT XOVERX WILL NOT BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF ANY SUCH RE-ASSIGNMENT, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT TO ANY SUCH RE-ASSIGNMENT, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF XOVERX HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

YOU FURTHER UNDERSTAND AND AGREE THAT XOVERX MAY FROM TIME TO TIME NEED TO CHANGE THE NUMBER ASSIGNED TO YOU (WHETHER DUE TO AN AREA CODE SPLIT OR ANY OTHER REASON WHETHER OUTSIDE OR WITHIN XOVERX'S CONTROL). YOU AGREE THAT XOVERX WILL NOT BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF ANY SUCH CHANGE IN THE NUMBER ASSIGNED TO YOU, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT TO ANY SUCH CHANGE, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF XOVERX HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

17. Indemnification

You agree to indemnify XoverX and each of its licensors and service providers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims based upon use of your Xpanel account, including any violation of this Agreement by you or any other person using your account, any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third parties, and any violation of any laws or regulations, including but not limited to any violation of any laws or regulations prohibiting unsolicited telemarketing phone calls.

18. Storage of Voicemail and Call Detail Records

While your Xpanel account is active, XoverX will store voice messages received through your Number and call detail records for a limited period of time only. You acknowledge that XoverX may change its practices and limitations concerning storage of voice messages and call detail records at any time. You further agree that XoverX has no responsibility or liability whatsoever for the deletion or failure to store any voice messages, call detail records and/or other communications maintained or transmitted by the Services.

19. Promotions

XoverX may send email to its customers, concerning XoverX services or other services which it deems may be of interest to them. If at any time a subscription Service customer wishes to withdraw his or her agreement to be contacted in such a manner, he or she may do so by advising XoverX thereof. No further marketing emails promoting other services will then be sent to the customer, but XoverX may continue to send the customer emails advising the customer of system changes and Services affecting changes in respect of the Services to which the customer has subscribed.

20. Notices; Consent

Notices given by XoverX to you will be given by email or by a general posting on the Xpanel Website (for the Xpanel Services) or by conventional mail. In any matter requiring XoverX's prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of XoverX. Notices given by you to XoverX must be given by email or by conventional mail (subject, however, to XoverX's verification procedures, as may be established by XoverX from time to time in its sole discretion, and which may include the requirement that you contact XoverX by phone so as to confirm that any such notice was in fact sent by you). Notices to XoverX by conventional mail must be sent to XoverX, 46 Ilford Hill, Ilford, Essex, IG1 2AT, England.

21. Telephone Call Recording

XoverX may record all its telephone calls for the purposes of training, improvement of services, fraud prevention and to ensure the accuracy of instructions communicated to XoverX. All telephone recordings shall be the property of XoverX.