Service Agreement

VIVE FZE Customer Services Agreement

This Customer Service Agreement (the "Agreement") sets forth the terms and conditions associated with your use of the VIVE Communication Services and Applications. "You" and "your" mean the customer of the Services defined below, and "VIVE," "we," "our," and "us" mean VIVE FZE and any affiliates involved in providing you with the Services.

By enrolling in, using or paying for the Services, you accept and agree to the terms and conditions set forth in this Agreement. Your online agreement and/or acceptance of this Agreement by use of Services will carry the same legal authorization as if you are providing a handwritten signature of agreement acceptance.

"Services" means the international telecommunications services provided by VIVE as listed on the Website and more specifically described in the Service Guides. The Services covered in this Agreement may not be available in all locations.

"Service Guides" mean the service guides that set forth the specific price and charges, service descriptions and other terms and conditions that apply to each of the Services. You can review the Service Guides on our Website at www.vive.com or request a copy of the Service Guides for the Services you are enrolled in by calling VIVE. This Agreement incorporates by reference the prices, charges, terms and conditions contained in the Service Guides.
"Website" means the VIVE Internet site at www.vive.com

I. Sign-Up and Use of Services

1. Services Provided. VIVE offers you, among other things, the ability to make international VIVE Service Guide, entering a Personal Identification Number ("PIN") provided to you by VIVE and dialling the called party. These Services do not require that you change your current telephone service provider(s) in order to use the Services.
Please do not register with a hotel/hostel/public phone numbers to avail VIVE service. Encase you have registered any hotel/hostel/public phone numbers then kindly deregister it immediately. (Please refer Customer Service Agreement - Clause II - Billing Dispute)

2. Opening an Account. In order to become a VIVE customer, you must complete in full an application form on the Website or register by telephone through our customer service center. As part of the application, you will provide us with your personal identification information as well as a valid credit, debit or charge card number issued by one of the following card companies: Master Card, VISA or AMEX. We may use such information to verify your identity and your creditworthiness. You give us permission to make such verification and to obtain your credit information from consumer credit reporting agencies at any time.

Once you have been accepted as a VIVE customer, we will send you an electronic mail message ("e-mail") that confirms that you have become a VIVE customer and provides you with information concerning your VIVE account (your "Account"). The e-mail will also provide you with an account number and a unique 12-digit PIN, which you must use when using the Services. Thereafter, we will not make any adjustments to your Account information or send the account number or PIN unless we are provided with your Account information and/or have validated your personal information through one of our customer service representatives.

Please note that we may refuse to provide you with the Services if credit is not deemed satisfactory or for any other lawful reason, which determination shall be made at our sole discretion. If you exceed your credit limit, we may restrict your access to the Services and also require you to make payment towards outstanding balance on your account.

3. Usernames/Passwords/Personal Identification Numbers. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT AND PIN, AND YOU AGREE TO PAY FOR ALL SERVICES CHARGED TO YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH USE.

If you believe that your Account and/or PIN is being used in an unauthorized manner, you agree to contact us immediately so that the appropriate modifications can be made to your Account. Please be aware that your Account information will be sent to the e-mail address that you entered on the application when you applied to become a VIVE customer. You are responsible for maintaining a current, operational and secure e-mail address and for reading e-mail from us so that we can notify you of updates to our Services and provide information concerning your Account. We are not responsible if others can access that email account and obtain your Account information.

Please note also that you are responsible for any and all charges to your account and that we cannot be held responsible for charges that result from theft or fraudulent use of your credit/debit/charge card or PIN

4. Access Numbers. To access our Services, you must dial either the free-phone number (e.g., [0120-376-XXXX] or, where available, a local/landline access number specified in the applicable Service Guide. After dialling an access number, you must enter your registered phone number and PIN, unless you are dialling from your registered phone number, and then the destination telephone number. However due to security reasons, you may still be required to enter your PIN even when dialling from your registered phone number.

Before you use any local access number, you should check with your local telephone service provider to ensure that no toll charges are associated with calls to that local access number. We will not reimburse you for any charges assessed by your local phone company as a result of your dialling one of our access numbers. Similarly, if you use a mobile phone to dial one of our access numbers, we are not responsible for any additional charges your mobile service provider may levy on your account for using the Services on your mobile phone.

5. Customer Service. If you have questions, concerns or complaints about your Service, you may contact our Customer Service Department 24 hours a day, 7 days a week by e-mail at or by phone.

II. Charges and Payment

1. Rates and Charges. Our rates and charges are listed on our Website and in the applicable Service Guides and are incorporated by reference herein. The rates and charges for any particular call may depend on a number of factors, including whether you are calling from a payphone, mobile, fixed or IP line. You are responsible for checking all applicable rates and charges, including payphone or other facility surcharges, before making any call using the Services.

2. Rating of Calls. Charges for telephone calls are measured in 6 second increments. Timing on calls begins when the call is answered by the called party. Timing terminates on calls when the calling party hangs up or VIVE`s network receives an "on -hook" signal from the terminating carrier. We may change the billing period or billing increment from time to time by posting any such change on our Website at least ten (10) days before they become effective, except that any change that is required by law or a governmental authority shall be effective immediately.

3. Monthly User Fee. In addition to the rates and charges, you may be assessed a monthly user fee, depending on the kind of Service plan you have enrolled in. This fee will be charged regardless of whether you use your Account to make any telephone calls in a given month.

4. Rate Changes. We may change the rates and charges for the Services and offer special promotions from time to time. We may decrease rates or charges at any time without providing advance notice. We will post any increase in our rates or charges on our Website at least ten (10) days before they become effective.

5. Payment. You agree to pay us for the Services at the rates and charges listed in our Service Guides. You agree that we may charge all outstanding amounts in your Account to any credit, debit or charge card* number you listed in your application for the Services or provided to us subsequently irrespective of when such charges were incurred or, if the charge to your credit, debit or charge card is not accepted, bill you directly for such amounts. Alternatively, we may bill you directly for such outstanding amounts and, if you fail to pay such amounts in full within the specified period, charge such outstanding amounts or, in the case of any partial payment, the remaining balance, to your credit, debit or charge card. It is your responsibility to notify us of any changes to your credit, debit or charge card information, including the expiration date. Please note that we reserve the right to retain any credit, debit or charge card information you provide to us and to charge outstanding amounts to any such card so long as your Account remains active and for a reasonable period thereafter. If the charge to your credit, debit or charge card is not accepted (e.g. the card is no longer valid or you have instructed the credit/debit/charge card company to block, reject or refuse to pay such charge) for any reason other than your disputing in good faith the validity of Service charges, we may charge you an additional fee as well as a late fee of 1.5% per month, which we will apply to that period's unpaid balance and any outstanding amounts that remain unpaid at the time of the next bill.

* At present, we are accepting Master card, Visa credit and AMEX cards only.

6. Billing Information and Monthly Statements. All VIVE customers will have confidential access to their billing or usage information on the Website under "My Account" 24 hours a day/ 7 days a week. For example, if you review your billing information in April, you will be able to see your charges to date for April as well as the preceding March, February, and January. We may charge you a processing fee if you request a copy of a statement that is no longer available online.

Failure by us to include a charge in the monthly statement immediately following the date such charge was incurred does not constitute a waiver by us of our right to bill and collect such charge from you. You agree that we include charges for calls that were made in prior billing periods on any monthly statement. You also agree that we may send such monthly statement in electronic form only. We reserve the right to change the format of the monthly statement, the billing period and/or the availability of past statements online from time to time.

8. Billing Disputes. You are responsible for reviewing your monthly statements or billing information, as the case may be. If you are enrolled in a prepaid calling plan, you must notify us by e-mail or telephone us to disputed any charges within thirty (30) days of the charge being posted to your Account. To the extent we determine that a billing adjustment is warranted, we will credit your Account as provided in the applicable Service Guide. If you fail to notify us of a billing dispute as noted above, you will waive all rights to bring any claim regarding the particular charge.
VIVE will not be liable for the liabilities whatsoever resulting due to registration of hotel/hostel/public phone numbers or otherwise any claims by you or third parties.

III. Suspension and Cancellation of Services

1. Cancellation You may discontinue using the service at any time by notifying us by e-mail by calling our customer service center. We will then shut down access to your Account. In all cases, you will remain responsible for payment of all charges for Services rendered up through the date you discontinue service. If you are enrolled in a prepaid Service, you will not be entitled to any refund of the unused balance in your prepaid Services Account as of the date you discontinue service.

2. Expiration Policy. We may, in our discretion, elect to let your Account and your PIN expire after six (6) months of inactivity (measured from the date of last use or last recharge on the Account, whichever is later). If you desire to keep your Account active, you may request an extension of the expiration period by notifying us by e-mail or by calling our customer service center. Upon receipt of your request, we may, at our sole discretion, provide you with an extension of the expiration date of your Account and your PIN. All extensions will be confirmed by us via e-mail. Please note that we are not obliged to provide you with such an extension nor are we obliged to refund any remaining balance left in your prepaid Services Account as of the date it expires.

3. Fraudulent Use; Termination by VIVE. You will not use the Services for any unlawful, abusive, or fraudulent purpose, including, for example, using the Services in a way that (1) interferes with our ability to provide Services to you or other customers; or (2) avoids your obligation to pay for the Services. If we have reason to believe that you or someone else is abusing the Services or using them fraudulently or unlawfully, we can immediately suspend, restrict, or cancel your Account and your ability to use the Services without advance notice. If you do not make payments for current or prior bills, including payments for late fees or any other required additional charges, by the required due date or we are unable to charge to your credit/debit/charge card (e.g. the card is no longer valid or you have instructed the credit/debit/charge card company to block, reject or refuse to pay such charge) such amounts as payable by you, we may suspend, restrict, or cancel your Account and your ability to use the Services upon two (2) days notice to you via e-mail. In all other instances, we reserve the right, at our sole discretion and for any reason, to (a) suspend, restrict or terminate your Account and your access to the Services and/or (b) refuse to allow you to recharge your prepaid Services Account, upon five (5) days electronic notice to you.

4. Other. We may from time to time discontinue certain Services, subject to applicable law and regulation.

5. Outstanding Charges. If your Account is suspended, restricted, or cancelled, you are still responsible for any charges that accrue through the date that we fully processes the suspension, restriction or cancellation. You must pay all outstanding charges for these Services, including payment of any bills that remain due after the date of cancellation. Subject to Section V and applicable law, you must reimburse us for any reasonable costs we incur, including lawyers' fees, to collect charges owed to us. If we elect to reactivate your Account and your ability to use the Services, we may require that you prepay or pay a deposit and/or service restoration fee.

IV. Indemnification, Limitation of Liability and Warranties

1. Indemnity YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CLAIM BY THIRD PARTIES AGAINST EITHER OF US ARISING FROM YOUR USE OF THE SERVICES OR THE WEBSITE. IN ADDITION, YOU AGREE TO INDEMNIFY US FOR ALL COSTS AND EXPENSES, INCLUDING LAWYERS' FEES, RELATED TO THE DEFENSE OF ANY SUCH CLAIM AGAINST US, UNLESS SUCH CLAIMS ARE DUE SOLELY AND DIRECTLY TO OUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

2. Limitation of Liability. EXCEPT FOR DAMAGES CAUSED BY OUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, OR DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE, WE WILL NOT BE LIABLE FOR DAMAGES THAT EXCEED THE AMOUNT OF OUR CHARGES TO YOU FOR THE SERVICES DURING THE RELEVANT PERIOD. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE EITHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES. "CONSEQUENTIAL LOSS" FOR THESE PURPOSES SHALL INCLUDE, WHETHER OR NOT OCCURRING IN THE NORMAL COURSE OF BUSINESS, (I) PURE ECONOMIC LOSS (II) LOSSES INCURRED BY A THIRD PARTY (III) LOSS OF PROFITS (WHETHER CATEGORISED AS DIRECT OR INDIRECT) (IV) LOSSES ARISING FROM BUSINESS INTERRUPTION (INCLUDING INCREASED COSTS OF OPERATION) (V) LOSS OF BUSINESS REVENUE, GOODWILL, ANTICIPATED SAVINGS (VI) WASTED MANAGEMENT OR STAFF TIME (VII) LOSS OR CORRUPTION OF DATA.

IN ADDITION, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO YOUR INABILITY TO ACCESS, OR YOUR DIFFICULTY IN ACCESSING, OUR SERVICES THROUGH FREEPHONE OR LOCAL ACCESS NUMBERS. AS INDICATED EARLIER, WE ARE NOT LIABLE FOR ANY TOLL CHARGES YOU MAY INCUR IN USING A LOCAL ACCESS NUMBER. THIS SECTION IV WILL REMAIN IN EFFECT AFTER THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

3. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND DISCLAIM ANY IMPLIED WARRANTY (TO THE EXTENT PERMITTED BY LAW), INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATIBILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY SERVICE, PRODUCTS OR MATERIAL PROVIDED FOR PURSUANT TO THIS AGREEMENT. WE ALSO MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING OUR EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.

VI. Miscellaneous.

1. Third Party Rights: Nothing in this Agreement shall create any rights for, or enforceable by, any third party under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

2. Agents and Resellers: No agent or reseller is permitted to sell our Services, electronically or through phone cards, unless it has been specifically authorized by Reliance IndiaCall. If you are contacted by an agent, you should contact us to confirm whether the agent

3. Access to Third-Party Vendors: We may, from time to time, offer our customers the ability to purchase various products and services from third-party vendors by accessing those third-party vendors directly through the Website via click-throughs or hyperlinks. We are not responsible for the contents of any linked site, the products/services offered through those sites, any link to other sites contained in a linked site, or any changes or updates to such sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply an endorsement, guarantee or warranty (either expressed or implied) by us of the site or the products/services offered through that site. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO PRODUCTS, SERVICES AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY VENDORS ACCESSED THROUGH THE WEBSITE OR BY ANY OTHER MEANS.

4. Acts Beyond Our Control: Except for your obligation to pay for the Services, neither of us is liable to the other for any delay, failure in performance, loss or damage due to causes beyond our reasonable control, including but not limited to acts of God, fire, strikes, explosions, power failure, earthquake, flood, water, labour disputes, terrorism, acts or omissions of carriers or suppliers, systems failure and acts of regulatory or governmental agencies.

5. Consent to E-Mail Communications: By entering into this Agreement, you consent to the receipt of e-mails from VIVE relating the Services, and other similar products and services we believe may be of interest to you. You may opt-out of future e-mails about products or services by contacting us either by e-mail or by calling us. We reserve the right, however, to continue to e-mail you important information relating to your Account, this Agreement or the Services in which you are enrolled.

6. Modifications/Amendments: We may modify or amend this Agreement, including the referenced Service Guides, from time to time. Unless otherwise provided in this Agreement, all such modifications or amendments shall be effective immediately upon posting on the Website. You may request a copy of the revised Agreement by e-mailing us or by calling us. YOUR CONTINUED USE OF YOUR ACCOUNT AND/OR THE SERVICES AFTER THE NOTICE PERIOD WILL BE CONCLUSIVELY DEEMED TO BE ACCEPTANCE BY YOU OF ANY SUCH MODIFICATIONS OR AMENDMENTS.

7. Trademarks: All corporate names, service marks, logos, trade names, trademarks, websites and domain names of VIVE, including but not limited to "VIVE" and "www.vive.com" (collectively "Marks") are and shall remain the exclusive property of VIVE and nothing in this Agreement shall grant you the license to use such Marks without our prior written permission.

8. Assignment: We may assign all or part of our rights and duties under this Agreement to any party at any time without notice to you. If we do that, we will have no further obligation to you in connection with such assigned duty. You may not assign your rights and duties under this Agreement without our prior written permission

9. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will continue in full force and effect.

10. Integration - Entire Agreement: This Agreement, together with any written amendments or written modifications, will constitute the entire agreement between you and VIVE with respect to the Services provided hereunder and will supersede and replace all prior or contemporaneous understandings or agreements, written, electronic or oral, between you and VIVE. No written or oral statement, advertisement or service description not expressly contained in the Agreement will be allowed to contradict, explain, modify or supplement it. You acknowledge and agree that you are not relying on any representation or statement by VIVE that is not included in this Agreement.

11. Governing Law: This Agreement is governed by the law of Japan, Canada and Brazil.

12. Waiver: Either party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

13. Compliance with Laws: You agree to use the Services in a lawful manner that is consistent with the terms and conditions of this Agreement and all applicable laws and/or regulations. Notwithstanding any other provision contained in this Agreement, we reserve the right to immediately, and without notice, terminate, or otherwise discontinue, your Account and PIN in the event we determine that you have violated any such term, condition, law and/or regulation.

VIVE SERVICE GUIDE – VIVE CALLING CARDS

This Service Guide is subject to and a part of the VIVE Customer Services Agreement (the “Agreement”), and may be changed and/or discontinued at any time byVIVE. In order to use the Service described below, you must be enrolled as a VIVE customer. Please see the Agreement on our website at www.vive.com (the “Website”) for enrolment information and further details concerning the Service.

1. Descriptions and Availability of Service. This Service allows you to purchase in advance virtual calling card capabilities to enable you to place calls Globally 24 hours a day, seven days a week (the "Service"). For an up-to-date listing of the countries in which you can use the Service, please check our Website.

2. Rates and Charges. For the applicable rates and charges for the Service please check our rates of the www.vive.com website.

Connection fee: None
Billing Increment: 6 seconds
ayphone surcharge: NIL
Taxes and other charges are rolled into the face value on the package

3. Access Number. To access the Service, you must dial the local access number.
After dialing the access number, you must enter your registered phone number and the personal identification number ("PIN") that has been assigned to you, and then the destination number. If you are dialing from a registered phone number, you may not be required to enter your PIN.

4. Usage Conditions. The following conditions are specific to the Service:

In order to use the Service, your VIVE Call Account (your"Account") must have a sufficient balance to cover the cost of the Service
As you use the Service, your Account will be debited accordingly. Your call will be interrupted with an announcement 60 seconds prior to the time your Account balance will be depleted
Calls in progress will be terminated if your Account balance is insufficient to cover the cost of continuing the call unless you have selected AUTO RECHARGE

5. Usage Information. You will have confidential access to your usage information – for the current period only – on the Website under “My Account” 24 hours a day, seven days a week. We will not send any invoice or statement to you concerning your usage. However, we do offer a downloadable and printable version.
6. Prepayments. The following conditions will govern prepayments you make to your Account balance:

You may add to your Account balance at any time by accessing "My Account" at our Website www.vive.com or by calling our customer service center and requesting that a prepayment be credited to your Account balance
Any prepayment will be charged to the credit, debit or charge card that you listed in your application for enrolment as a VIVE customer. We will provide you with an e-mail confirmation each time you make a prepayment that is credited to your Account balance
Prepayments must be made in certain denominations, with a minimum of ￥2000
The prepayments credited to your Account do not expire so long as your Account remains active. If your Account does expire, however, we will not be obligated to refund any balance remaining in your Account to you. See our Expiration Policy in Section III of the Agreement for further details
Please note that unless we discontinue the Service while your Account is still active, we are under no obligation to make any refund of any prepayments you make toward the Service under any circumstances. Thus, you should only make prepayments to your Account if you believe that you will use the balance

7. Billing Disputes. You must notify us by calling our customer service center or by e-mail to dispute any charges within thirty (30) days of the charge being posted to your Account. To the extent we determine that an adjustment is warranted, we will credit your Account accordingly.
VIVE will not be liable for the liabilities whatsoever resulting due to registration of hotel/hostel/public phone numbers or otherwise any claims by you or third parties.
8. Cancellation. We will provide the Service to you until one or more of the following events occur:

You choose to close your Account by notifying us by e-mail or by calling our Customer Service Center. We will then shut down the access to your account. You will not be entitled to any refund of the unused balance in your Account as of the date you terminate your Account
Your Account balance is depleted and you do not replenish your Account balance
We suspend or terminate your Account or your ability to replenish your Account balance as provided in Section III of the Agreement
We discontinue this Service, in which case we will refund the unused balance in your Account to you

9. Customer Service: If you have any questions, concerns or complaints about our Service, you may contact our Customer Service Center 24 hours a day, seven days a week by e-mail or by phone.