Terms and Conditions
PURPOSE AND DEFINITIONS:
Kontak Retriever (“KR”) is in the business of providing unified communications services, including but not limited to enriched Session Initiated Protocol (SIP) based Voice over Internet Protocol (VoIP) and Marketing Attribution, via subscription. Customer desires to utilize the services and equipment provided by KR in accordance with the terms and conditions set forth in the attached Service Level Agreement (“SLA or Agreement”).
“Service(s)” shall mean those services and equipment described in the SLA signed by the Parties and incorporated herein by reference.
1. DESCRIPTION OF SERVICES
KR, either directly or through its affiliates or underlying carriers, shall provide the Services, and Customer shall utilize the Services per the terms and conditions of the SLA. At the end of the Term, or any termination event as set forth in the SLA, Customer shall return any equipment included as part of the subscription to KR in good working order, normal wear and tear accepted. The Parties may, by mutual written agreement, add and incorporate additional Services by executing additional written attachments and incorporating them herein.
- Primary Support and Ticketing [email protected]
- Secondary Support Phone: 480-741-9728 or 888-419-3222
- Support Business Hours: 8:30 AM to 5:30 PM Central Time, Monday – Friday
- After Hours Support (Non-Urgent): (Press 2) Response Time by end of next business day
- After Hours Support (Urgent 24/7): (Press 3) Response Time within 30 minutes
- A KR account manager will provide dedicated onboarding and post onboarding support 8:30 AM to 5:30 PM Central Time Monday – Friday
- KR guarantees an uptime of 99.999%.
2. ACCEPTABLE USE POLICY
By contracting for or using KR Services, in addition to any other agreements Customer(s) may have entered with KR, Customer(s) agree to be bound by the terms of the Acceptable Use Policy (“AUP”) contained herein. KR reserves the right to modify this AUP at any time and in its sole discretion, with such modifications being effective once written notice is given. Any use of KR Services after such modification constitutes acceptance of the AUP as revised.
2.1. TERMINATION/SUSPENSION. Any Customer that KR determines to have violated any element of this AUP may be subject to suspension or termination of service upon prior notice to Customer and provided Customer has not cured the violation within ten (10) business days after receiving notice of the violation. KR shall not be liable for any damages of any nature suffered by any Customer, or any third party, resulting in whole or in part from KR’s exercise of its rights under this AUP, except to the extent such damages result from KR’s gross negligence or willful misconduct.
2.2. PROHIBITED CONDUCT. KR Services must be used for lawful purposes only and in a manner consistent with the intended purpose of KR Services. Users shall not use KR Services to distribute, transmit, receive, use or store any type or kind of material:
- in violation of any local, state, or federal laws and regulations; or
- that may adversely affect KR Services or other KR Customers.
Customers are further prohibited from facilitating the violation of this AUP and from violating or facilitating the violation of another provider’s AUP, including distributing, transmitting, receiving, using, storing or otherwise providing any product or service that violates this AUP or another provider’s AUP. Any time a customer accesses another provider or network using the KR Services, such Customer must comply with the provider or network’s rules and policies. Customer agrees to indemnify, defend and hold KR harmless from all claims, damages, losses and expenses (including attorneys’ fees and expenses) resulting from or allegedly resulting from such Customer’s access or use of other providers or networks.
2.3. FAIR AND REASONABLE USE. Plans are designed for normal commercial use and are not intended to represent typical usage by unique organizations such as call centers, resellers, fax messaging services, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services. Unauthorized or excessive use beyond that normally experienced by typical business customers violates this AUP and may cause extreme network capacity and congestion issues and interfere with KR’s network and third party networks with whom KR connects for call initiation and completion services. As a guide, Customer(s) will be in violation of this AUP when a Plan is used for any of the following prohibited uses (in addition to other prohibited uses under this AUP or otherwise applicable to the KR Services):
- spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail or faxes simultaneously),
- bulk call-in lines (e.g., sales call centers, “hotlines,” 900 numbers, sports-line numbers, etc.); or
- auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place outbound calls).
KR reserves the right to review Customers’ accounts at any time for potential abuses of this AUP. KR may determine abnormal or abusive usage based on comparisons to the usage patterns of other similar customers. If it is determined that Customers violate this AUP, KR may invoice Customer, and Customer shall pay a per minute fee for excessive use at the then-current rates established by KR. In addition to such excessive use charges, if KR identifies excessive or abusive traffic patterns, KR reserves the right to change Customers’ applicable rate plan or suspend or terminate Service with or without notice.
2.4. UNSUPPORTED AND INCORRECT USAGE OF THE TECHNOLOGY. KR Service is not intended to be used as an alternative to a POTS line for any Fire Alarm System, Security System, or Payment Terminal. KR does not and will not warrant or guarantee its Service if used for the purpose of servicing any of the systems stated above. KR is not liable for any damages, claims, losses, expenses, costs, and obligations, including without limitation, reasonable attorney’s fees and costs, which shall be paid as incurred, suffered directly or indirectly by any negligent, grossly negligent, or intentional wrongful acts made by Customer if using the Service for this purpose.
3. PRICING, BILLING and CAPS
For the Services provided pursuant to the SLA Customer shall pay KR per the pricing and provisions set forth in the SLA. KR may need to make legal or required corrections to any attachments from time to time but will only do so once both parties approve a written agreement.
3.1. In no event shall KR be liable for the fraudulent or illegal use of the Services by any customers or end-users of Customer, or for any amounts that Customer is unable to collect from its customers, end users or others.
3.2. Customer may, in good faith, dispute any invoiced amount. Customer shall submit to KR such dispute within fifteen (15) days following receipt of such disputed invoice the written documentation identifying the disputed invoiced amounts. The dispute shall include KR-supplied Call Detail Records (CDR) for the disputed calls and the reason for the dispute. The Parties shall investigate the disputed invoiced amounts and KR may, at its sole discretion, issue a credit against future invoices. Failure to contest a charge within fifteen (15) days of the date of the invoice will create an irrefutable presumption of the correctness of the charge, absent manifest error, defined as a clerical error obvious to both Parties.
3.3. Any amounts due hereunder not paid when due shall accrue interest at the rate of two percent (2%) per month, or ten US dollars ($10) per month, whichever is higher, or the maximum amount allowable by law, compounded daily, beginning with the day following the date on which payment was due, and continuing until paid in full. Further, KR shall have the right to set off any amounts due hereunder not paid when due against any amounts owed to Customer by KR or any of its affiliates pursuant to any other agreement or arrangement.
3.4. Any pricing change shall require KR to provide 30 days’ notice to Customer.
3.5. Customer agrees to pay KR all local, state, and federal taxes and regulatory service fees due in connection with Services provided by KR. KR has the right to pass on to customers any changes in taxes incurred during the Term of Services.
3.6. KR may, at any time, validate the credit worthiness of the Customer at any time during the Term using available verification procedures.
4. SECURITY DEPOSIT and RETAINER
On or before the Start Date KR may require a security deposit retainer (“Deposit”) as set forth in the SLA hereto for measured services, which shall be based on amounts equal to two (2) month’s fee payment. Deposit shall be refundable at the later of termination for 18 months, provided Customer is not in default of any provision of the SLA.
4.1. KR may draw upon the Deposit at any time to recover any amounts due and unpaid, in which case Customer shall immediately replenish the Deposit to its prior value. KR shall not waive any of its rights or remedies by drawing upon the Deposit to recover overdue or unpaid amounts. If KR draws upon the Deposit, it may suspend the provision of Services until Customer replenishes the Deposit to its original value.
4.2. If Customer’s payment history is, or becomes unacceptable to KR, KR may require that Customer provide, modify, or increase the amount or form of the Deposit. The Customer shall have twenty-four (24) hours from the receipt of KR’s written request to comply with this request, and if Customer fails to do so, KR may immediately suspend the delivery of Services and/or terminate this Agreement without further notice or demand.
5.1. In addition to any other rights at law or in equity, or those stated elsewhere in this Agreement, KR may immediately suspend the delivery of Services and/or terminate this Agreement in the event Customer,
- fails to provide a Deposit if required herein, fails to make payment for prepaid domestic US service by the first of each month without any notice
- or fails to make payment for other measured services when due and to remedy such non- payment within (72) hours, along with a fifty (50) U.S. dollar reconnection fee, after receipt of written notice thereof from KR,
- becomes insolvent or bankrupt or ceases paying its debts generally as they mature; or
- commits a breach of any of the terms of this Agreement (other than the breach of the deposit or payment obligation as addressed in (i) and (ii) above) and fails to remedy such breach within three (3) days after receipt of written notice thereof from KR.
5.2. In the event of any termination of this Agreement, Customer shall pay KR for all Services rendered through and including the date of termination, a $50 fee per device to unlock and deregister phones from KR’s network, and any other charges established by this Agreement. If any access or reciprocal fees to KR should arise, KR shall present these fees to the Customer.
5.3. In the case of early termination of this Agreement by Customer for any reason other than a material breach solely attributable to KR, Customer shall remain liable to KR for the monthly charges or minimum commitments defined in the SLA for the remainder of the then-current Term, in addition to any other charges established by this Agreement.
5.4. CANCELLATION FOR CAUSE BY KR. KR may discontinue the furnishing of any and/or all Services to a Customer, without incurring any liability, immediately and without notice if KR deems, in its reasonable discretion, that such action is necessary to prevent or to protect against fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices or to otherwise protect its personnel, agents, facilities or services or to protect against actual or potential adverse financial effect. KR may discontinue the furnishing of any and/or all Services to a Customer, without incurring any liability, immediately and without notice if Customer refuses to furnish information to KR regarding the Customer’s creditworthiness, its past or current use of KR’s VoIP Services, the jurisdictional nature or characteristics of the Services or its planned use of Services. KR may discontinue the furnishing of any and/or all Services to a Customer, without incurring any liability, immediately and without notice if Customer provides false information to KR regarding the Customer’s identity, address, creditworthiness, past or current use KR’s VoIP Services, jurisdictional nature or characteristics of the Services or its planned use of Services.
5.5. Customer understands and agrees that any breach by Customer of its obligations under this Agreement shall also be deemed a breach by Customer of its obligations under any other agreements it has entered into with KR and/or its affiliates and understands and agrees that such breach shall authorize KR and/or any of its affiliates to immediately suspend performance under, and/or terminate, said agreements with Customer for default if such breach(es) have not been cured within the time provided for in this Agreement.
6. USE OF SERVICES, CUSTOMER RESPONSIBILITIES
6.1. DID TELEPHONE NUMBERS. KR will make available to Customer all reasonably requested Direct Inward Dialing (DID) Telephone Numbers where KR has access to such numbers. The DID telephone numbers service is provided as an aggregated transport service only. It is understood that it is the Customer’s responsibility to test the numbers assigned to Customer prior to allowing usage by the Customer or the Customer’s end user.
6.2. TELEMARKETING TRAFFIC. Customer cannot terminate this Agreement because of telemarketing traffic or any fax broadcasts, including any traffic that would violate the Telephone Consumer Protection Act (“TCPA”), which prohibits the sending of facsimile advertisements without the prior consent of the recipient. Customer acknowledges the Telephone Consumer Protection Act (“TCPA”) prohibits the sending of facsimile advertisements without the prior consent of the recipient.
6.3. SINGLE NUMBER COMPLAINT. If Customer experiences a single number complaint or a single end user complaint and such complaint is referred to KR, KR will perform reasonable efforts to isolate the problem. KR by practice and policy will not perform any alternate routing of egress trunks based upon a single number or single end user complaint. However, KR will attempt to find if the problem correlates across multiple customers to perform any necessary corrective actions. If KR determines that an issue is related to a single number or single end user, KR will perform any necessary and reasonable corrective actions to resolve the issue.
6.4. TRAFFIC CONTROL BY CUSTOMER. In addition to any other term and conditions of this Agreement, Customer shall bear the following responsibilities in connection with KR’s provision to Customer of Service:
- If Customer is not using KR supplied equipment, but rather using Customer’s own equipment, Customer shall remain responsible to manage and maintain such equipment.
- Customer shall screen and block calls destined to (a) invalid single numbers, (b) unassigned numbers or (c) numbers with invalid formats.
- Customer shall manage and correct, as necessary, any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm or adversely affect KR or its network. If Customer fails to comply with the requirements described above, KR shall have the right (but not the obligation) to take protective action against Customer in order to protect KR’s egress network. Protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is resolved (at KR’s reasonable discretion).
7.1. LIMITED PERFORMANCE WARRANTY. KR shall provide services in a manner consistent with industry standards and practices and in accordance with any Attachment made part of this Agreement during the Term.
7.2. LIMITATION OF LIABILITY. Customer acknowledges that KR has no control over how a foreign administration, or third party carrier establishes its own rules and conditions pertaining to VoIP services. KR will make every reasonable effort to ensure quality of service and uptime, however KR is not responsible for service interruptions because of customer equipment issues or customer connection issues that are beyond the control of KR. KR is liable for the actions of all its employees if those actions cause harm to the Customer or the Customer’s property. KR will put forth reasonable effort to rectify any situation where outage, damage, or loss of service occur, and said situation is under the control of KR. Whenever KR has no control or ownership over an issue, Customer understands KR is not liable.
7.3. LIMITATION OF KR’S LIABILITY FOR ONLINE OR API (WEB-BASED) SERVICES. KR warrants its services under the terms of this contract as fully functional over a sufficient internet connection. Customer acknowledges and accepts that communications and transactions conducted online may not be secure, that there may be system failure that may limit Customer’s accessibility to online Services and that on-line Services are not guaranteed to be error free. By enrolling for and using such online Services, Customer agrees to accept responsibility and risk associated with the use of such online Service and the Internet generally, specifically for services outside of the control of KR. Customer shall be responsible for all charges and damages arising out any non KR provided services, and shall indemnify KR, and hold and save KR harmless, from any and all such charges and damages, including reasonable attorneys’ fees and costs which shall be paid as incurred, where such charges are for Customer issues that originate outside of the control of KR. KR is responsible for its connectivity and equipment, and the Customer is responsible for its own equipment.
7.4. LIMITATION OF KR’S LIABILITY FOR MISUSE OF CUSTOMER’S SERVICE. KR shall not be liable for the use, misuse, or abuse of a Customer’s Service or Customer’s facilities by the Customer, the Customer’s agents or its employees, or any third parties including, without limitation, members of the public who are not employed by KR or agents of KR. KR may work with Customer, if requested, to recommend possible solutions to reduce unauthorized use of the Services and Customer’s facilities. KR does not, however, warrant or guarantee that its recommendations will prevent unauthorized use, and the Customer is responsible for controlling access to, and use of, the Services and its own communications facilities. Customer shall remain solely responsible for all charges and damages arising out of any wrongful conduct by the Customer as described in this section, and shall indemnify KR, and hold and save KR harmless, from any and all such charges and damages, including reasonable attorneys’ fees and costs which shall be paid as incurred.
7.5. COOPERATION. Customer and KR agree that, if another carrier and/or regulatory agency determines that it is necessary to audit the traffic which is the subject of the Agreement, Customer and KR will cooperate in any such investigation. This does not prohibit Customer from challenging the charges assessed by the third party or the classification of its traffic being subject to access charges.
7.6. DATA ACCESS: Customer grants KR read/write access, directly or indirectly, to data stored within Customer’s practice management software.
8. REGULATORY and LEGAL COMPLIANCE
The rates set forth in this Agreement are subject to the imposition of new regulations, modification of existing regulation, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state, and/or local regulatory agency, legislative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges (such as USF charges), surcharges, and/or taxes in reliance on, or as a result of, the same (collectively, “Regulatory Activity”).
KR reserves the right, at any time, to
- pass through to Customer all, or a portion of, any charges, surcharges, or taxes directly or indirectly related to such Regulatory Activity; and/or
- modify the rates and/or other terms and conditions of this Agreement to reflect the actual cost impact of such Regulatory Activity, including, without limitation, the actual cost impact of any actions by third parties in connection with such Regulatory Activity.
Customer and KR shall acknowledge such changes in writing, with details of the increase.
8.2. Customer represents and warrants that all traffic Customer delivers to KR for termination is originated on IP-based endpoints, such as VoIP-enabled on premises PBX, Digital or Analog VoIP Gateways, Digital or Analog Telephone Adapters and similar voice packet producing devices.
8.3. Customer understands and acknowledges that KR will rely upon such representation to assign local telephone numbers to Customer and/or route Customer’s traffic for termination as local calling.
8.4 Customer shall promptly pay to KR all access charges, reciprocal compensation, and/or any other reasonable charges, surcharges and/or taxes billed to KR by a third party, or remitted by KR to a third party, that are associated with any of Customer’s traffic delivered or facilities utilized pursuant to this Agreement, including but not limited to any retroactive charges (collectively, “Additional Charges”), and that are not already reflected in the rates charged by KR for the Services rendered pursuant to this Agreement.
8.5. Although KR shall not have any obligation to challenge any Additional Charges levied by a third party, if KR successfully challenges imposition of any Additional Charges by a third party, it will refund to Customer any Additional Charges previously paid by Customer to KR that were subject to such successful challenge.
8.6. If Customer elects to transition Services to another carrier, Customer shall still be responsible for paying all Additional Charges billed to or remitted by KR up to and including the final transition date. The Parties agree to cooperate on the scheduling of any such transition, but such transition shall be subject to the terms in this Agreement, including those regarding early termination.
8.7. DISCLAIMER OF DAMAGES. IN NO EVENT SHALL KR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT KR WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
8.8. INDEMNIFICATION. Customer, on behalf of its employees and assigns, agrees that it shall indemnify, defend and hold harmless KR and its officers, directors, employees, and agents (collectively the “KR Indemnitees”) from and against any and all third party damages, claims, losses, expenses, costs, obligations, and liabilities, including without limitation, reasonable attorney’s fees and costs which shall be paid as incurred suffered directly or indirectly by any of the KR Indemnitees, by reason of or arising out of any negligent, grossly negligent, or intentional wrongful acts by Customer. KR, on behalf of its employees and assigns, agrees that it shall indemnify, defend and hold harmless Customer and its officers, directors, employees, and agents (collectively the “Customer Indemnitees”) from and against any and all third party damages, claims, losses, expenses, costs, obligations, and liabilities, including without limitation, reasonable attorney’s fees and costs, which shall be paid as incurred, suffered directly or indirectly by any of the Customer Indemnitees by reason of or arising out of any negligent, grossly negligent, or intentional wrongful acts by KR.
8.9. NO WARRANTIES ON SERVICE. KR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE. KR DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION, IF CAUSED BY EQUIPMENT OR AN EVENT OUTSIDE OF THE CONTROL OF KR. NEITHER KR NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO KR OR CUSTOMER’S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, OR DESTRUCTION OF, CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION CAUSED BY CUSTOMER, KR’s SERVICE PROVIDERS OR VENDORS THAT ARE OUTSIDE THE CONTROL OF KR, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF UNINTENTIONAL ACCIDENT OR NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY KR OR KR’S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
8.10. NO THIRD PARTY BENEFICIARIES. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights. However, either party may transfer this agreement to a third party in the event of a sale of the transferring party to a third party, or a party to this agreement, or in the event of a change of control in the ownership of the transferring party.
9. GOVERNING LAW/RESOLUTION OF DISPUTES
9.1. MANDATORY ARBITRATION. Any dispute or claim between Customer and KR arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Orange County, CA and shall be conducted in English. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding. Without limiting the foregoing, the Parties agree that no arbitrator has the authority to:
- award relief more than what this Agreement provides; or
- award punitive or exemplary damages.
- Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually, and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.
9.2. GOVERNING LAW. The Agreement and the relationship between you and KR shall be governed by the laws of the State of California without regard to its conflict of law provisions. To the extent court action is initiated, it is agreed that personal and exclusive jurisdiction of the courts shall be located in Orange County, California and The Parties hereby waive any objection as to venue or inconvenient forum. The failure of KR to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
9.3. ENTIRE AGREEMENT. This Agreement and the associated Attachments constitute the entire agreement between Customer and KR and governs Customer’s use of the Service, superseding any prior agreements between Customer and KR and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon the Parties unless set forth in writing signed by KR and Customer.
9.4. SEVERABILITY. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or unenforceability will not invalidate or render unenforceable any other portion of this Agreement.
9.5. NOTICES. All notices or other communications under this Agreement shall be in writing and deemed duly served on and given: (i) when delivered either personally or by a commercial overnight carrier, with written verification of receipt; (ii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) the next business day when delivered by email, if the sender retains evidence of successful transmission and the recipient sends confirmation of receipt not by automated means. Such notices shall be delivered to the address set forth on the Customer pricing sheet.
9.6. RELATIONSHIP OF THE PARTIES; NON-EXCLUSIVITY. The Parties agree that they are acting as independent contractors with respect to this Agreement, and neither Party shall have the right to bind or obligate the other Party. Nothing in this Agreement shall be deemed or construed to create an agency, partnership, or joint venture between the Parties. The Parties acknowledge that this Agreement is non-exclusive, and Customer may obtain services similar to the Services provided by KR from any service provider.