Introduction
THESE TERMS OF SERVICE (the "Agreement") govern
your receipt, access to, and use of the services provided by CALLBOTZ LLC,
which offers this service under its product name CALLBOTZ
("Callbotz"). By (A) purchasing access to the service through an
online ordering process that references this Agreement, (B) signing up for a
free or paid access plan for the service via a platform that references this
Agreement, or (C) clicking a box indicating acceptance, you agree to be bound
by the terms of this Agreement. The individual accepting this Agreement does so
on behalf of a company or other legal entity ("Customer"); such
individual represents and warrants that they have the authority to bind such
entity and its affiliates to this Agreement. If the individual accepting this
Agreement does not have such authority, or if the entity does not agree with
these terms and conditions, such individual must not accept this Agreement and
may not use the services. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN.
THE PARTIES AGREE AS FOLLOWS:
1. The Service
1.1 Service Description
Callbotz owns and provides a cloud-based artificial
intelligence service offering chatbots for customer support, sales, and user
engagement (the "Service"). Anything the Customer (including Users)
configures, customizes, uploads, or otherwise utilizes through the Service is
considered a "User Submission." Customer is solely responsible for
all User Submissions it contributes to the Service. Additional terms regarding
User Submissions, including ownership, are in Section 8.2 below. The Service
may include templates, scripts, documentation, and other materials that assist
Customer in using the Service ("Callbotz Content"). Customers will
not receive or have access to the underlying code or software of the Service
(collectively, the "Software") nor receive a copy of the Software
itself.
1.2 Customer’s Subscription
Subject to the terms of this Agreement, Customer may
purchase a subscription to, and has the right to access and use, the Service as
specified in one or more ordering screens agreed upon by the parties through
Callbotz’s website or service portal that reference this Agreement and describe
the business terms related to Customer’s subscription ("Order(s)").
All subscriptions are for the period described in the applicable Order
("Subscription Period"). Use of and access to the Service is
permitted only for individuals authorized by the Customer and solely for
Customer’s own internal business purposes, not for the benefit of any third
party ("Users").
1.3 Callbotz’s Ownership
Callbotz owns the Service, Software, Callbotz Content,
Documentation, and anything else provided by Callbotz to the Customer
(collectively, the "Callbotz Materials"). Callbotz retains all
rights, title, and interest (including all intellectual property rights) in and
to the Callbotz Materials, all related and underlying technology, and any
updates, enhancements, modifications, or fixes thereto, as well as all
derivative works of or modifications to any of the foregoing. No implied
licenses are granted under this Agreement, and any rights not expressly granted
to the Customer are reserved by Callbotz.
1.4 Permissions
The Service includes customizable settings allowing Users to
grant permissions to other Users to perform various tasks within the Service
("Permissions"). It is solely the Customer's responsibility to set
and manage all Permissions, including determining which Users can set such
Permissions. Accordingly, Callbotz has no responsibility for managing
Permissions and no liability for Permissions set by the Customer and its Users.
The Customer may provide access to the Service to its Affiliates, in which case
all rights granted and obligations incurred under this Agreement shall extend
to such Affiliates. The Customer represents and warrants it is fully
responsible for any breaches of this Agreement by its Affiliates and has the
authority to negotiate this Agreement on behalf of its Affiliates. The Customer
is also responsible for all payment obligations under this Agreement,
regardless of whether the use of the Service is by the Customer or its
Affiliates. Any claim by an Affiliate against Callbotz must be brought by the
Customer, not the Affiliate. An “Affiliate” of a party means any entity
directly or indirectly controlling, controlled by, or under common control with
that party, where “control” means the ownership of more than fifty percent
(50%) of the voting shares or other equity interests.
2. Restrictions
2.1 Customer’s Responsibilities
The Customer is responsible for all activity on its account
and those of its Users, except where such activity results from unauthorized
access due to vulnerabilities in the Service itself. The Customer will ensure
its Users are aware of and comply with the obligations and restrictions in this
Agreement, bearing responsibility for any breaches by a User.
2.2 Use Restrictions
The Customer agrees not to, and not to permit Users or third
parties to, directly or indirectly: (a) modify, translate, copy, or create
derivative works based on the Service; (b) reverse engineer, decompile, or
attempt to discover the source code or underlying ideas of the Service, except
as permitted by law; (c) sublicense, sell, rent, lease, distribute, or
otherwise commercially exploit the Service; (d) remove proprietary notices from
the Service; (e) use the Service in violation of laws or regulations; (f)
attempt unauthorized access to or disrupt the Service; (g) use the Service to
support products competitive to Callbotz; (h) test the Service's vulnerability
without authorization. If the Customer’s use of the Service significantly harms
Callbotz or the Service’s security or integrity, Callbotz may suspend access to
the Service, taking reasonable steps to notify the Customer and resolve the
issue promptly.
2.3 API Access Restrictions
Callbotz may provide access to APIs as part of the Service.
Callbotz reserves the right to set and enforce usage limits on the APIs, and
the Customer agrees to comply with such limits. Callbotz may also suspend or
terminate API access at any time.
3. Third-Party Services
The Service may interface with third-party products,
services, or applications that are not owned or controlled by Callbotz
("Third-Party Services"). Customers have the discretion to utilize
these Third-Party Services in conjunction with our Service. Should the
integration of the Service with any Third-Party Service require, customers will
be responsible for providing their login information to Callbotz solely for the
purpose of enabling Callbotz to deliver its Service. Customers affirm that they
have the authority to provide such information without violating any terms and
conditions governing their use of the Third-Party Services. Callbotz does not
endorse any Third-Party Services. Customers acknowledge that this Agreement
does not cover the use of Third-Party Services, and they may need to enter into
separate agreements with the providers of these services. Callbotz expressly
disclaims all representations and warranties concerning Third-Party Services.
Customers must direct any warranty claims or other disputes directly to the
providers of the Third-Party Services. The use of Third-Party Services is at
the customer's own risk. Callbotz shall not be liable for any issues arising
from the use or inability to use Third-Party Services.
4. Financial Terms
4.1 Fees
Customers are required to pay for access to and use of the
Service as detailed in the applicable order ("Fees"). All Fees will
be charged in the currency stated in the order or, if no currency is specified,
in U.S. dollars. Payment obligations are non-cancellable and, except as
explicitly stated in this Agreement, Fees are non-refundable. Callbotz reserves
the right to modify its Fees or introduce new fees at its discretion. Customers
have the option not to renew their subscription if they disagree with any
revised fees.
4.2 Payment
Callbotz, either directly or through its third-party payment
processor ("Payment Processor"), will bill the customer for the Fees
using the credit card or ACH payment information provided by the customer.
Callbotz reserves the right to charge the customer's credit card or ACH payment
method for any services provided under the order, including recurring Fees. It
is the customer's responsibility to ensure that Callbotz has current and
accurate credit card or ACH payment information. Failure to provide accurate
information may lead to a suspension of access to the Services. Callbotz also
reserves the right to offset any Fees owed by the customer. If the customer
pays through a Payment Processor, such transactions will be subject to the
Payment Processor's terms, conditions, and privacy policies, in addition to
this Agreement. Callbotz is not responsible for errors or omissions by the
Payment Processor. Callbotz reserves the right to correct any errors made by
the Payment Processor, even if payment has already been requested or received.
If the customer authorizes, through accepting an order, recurring charges will
be automatically applied to the customer's payment method without further
authorization until the customer terminates this Agreement or updates their
payment method.
4.3 Taxes
Fees do not include any taxes, levies, duties, or similar
governmental assessments, including value-added, sales, use, or withholding
taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers
are responsible for paying all Taxes associated with their purchases. If
Callbotz is obligated to pay or collect Taxes for which the customer is
responsible, Callbotz will invoice the customer for such Taxes unless the
customer provides Callbotz with a valid tax exemption certificate authorized by
the appropriate taxing authority beforehand. For clarity, Callbotz is solely
responsible for taxes based on its income, property, and employees.
4.4 Failure to Pay
If a customer fails to pay any Fees when due, Callbotz may
suspend access to the Service until overdue amounts are paid. Callbotz is
authorized to attempt charging the customer's payment method multiple times if
an initial charge is unsuccessful. If a customer believes they have been
incorrectly billed, they must contact Callbotz within sixty (60) days from the
first billing statement showing the error to request an adjustment or credit.
Upon receiving a dispute notice, Callbotz will review and provide the customer
with a written decision, including evidence supporting this decision. If it is
determined that the billed amounts are due, the customer must pay these amounts
within ten (10) days of receiving Callbotz's written decision.
5. Term and Termination
5.1 Agreement Term and Renewals
Subscriptions to access and use Callbotz's service
("Service") commence on the start date specified on the applicable
Order ("Subscription Start Date") and continue for the duration of
the Subscription Period. Customers may opt not to renew their Subscription
Period by notifying Callbotz at [email protected] (provided that Callbotz
confirms such cancellation in writing) or by modifying their subscription
through the Customer’s account settings within the Service. This Agreement takes
effect on the first day of the Subscription Period and remains effective for
the duration of the Subscription Period stated on the Order, including any
renewals of the Subscription Period and any period that the Customer is using
the Service, even if such use is not under a paid Order ("Term"). If
this Agreement is terminated by either party, it will automatically terminate
all Orders. If a Customer cancels or chooses not to renew their paid
subscription to the Service, the Customer's subscription will still be accessible
but will automatically be downgraded to a version of the Service with reduced
features and functionality that Callbotz offers to unpaid subscribers
("Free Version"). Should this Agreement be terminated by either
Callbotz or the Customer, or should the Customer delete its workspace within
the Service, access to the Free Version will be revoked.
5.2 Termination
Either party may terminate this Agreement with written
notice to the other party if the other party materially breaches this Agreement
and such breach is not cured within thirty (30) days after receipt of such
notice. Callbotz may terminate a Customer's access to the Free Version at any
time upon notice.
5.3 Effect of Termination
If the Customer terminates this Agreement due to an uncured
breach by Callbotz, Callbotz will refund any unused, prepaid Fees for the
remainder of the then-current Subscription Period. If Callbotz terminates this
Agreement due to an uncured breach by the Customer, the Customer will pay any
unpaid Fees covering the remainder of the then-current Subscription Period
after the date of termination. No termination will relieve the Customer of the
obligation to pay any Fees payable to Callbotz for the period prior to the
effective date of termination. Upon termination, all rights and licenses
granted by Callbotz will cease immediately, and the Customer will lose access
to the Service. Within thirty (30) days of termination for cause, upon the
Customer’s request, or if the Customer deletes its workspace within the
Service, Callbotz will delete the Customer’s User Information, including
passwords, files, and submissions, unless an earlier deletion is requested in
writing. For Customers using the Free Version, Callbotz may retain User
Submissions and User Information to facilitate continued use. Callbotz may
delete all User Submissions and User Information if an account remains inactive
for more than one (1) year.
5.4 Survival
Sections titled “Callbotz's Ownership”, “Third-Party
Services”, “Financial Terms”, “Term and Termination”, “Warranty Disclaimer”,
“Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will
survive any termination or expiration of this Agreement.
6. Warranties and Disclaimers
6.1 Warranties
Customers represent and warrant that all User Submissions
submitted by Users comply with all applicable laws, rules, and regulations.
6.2 Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL
RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CALLBOTZ
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT CALLBOTZ DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE
FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7. Limitation of Liability
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, CALLBOTZ WILL
NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR
DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE
THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA
CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER,
CALLBOTZ'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY
THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
THESE LIMITATIONS APPLY REGARDLESS OF WHETHER CALLBOTZ HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
8.1 Definition
Each party (the “Receiving Party”) recognizes that the other
party (the “Disclosing Party”) may share business, technical, or financial
information pertaining to the Disclosing Party’s operations that, due to the
nature of the information and the context of disclosure, is reasonably
considered confidential (“Confidential Information”). For Callbotz,
Confidential Information includes non-public details about features,
functionality, and performance of the Service. For Customers, Confidential
Information comprises User Information and User Submissions. This Agreement,
along with all related Orders, is considered Confidential Information of both
parties. However, Confidential Information does not include information that:
(a) becomes publicly available without breaching any duty to the Disclosing
Party; (b) was known to the Receiving Party before disclosure by the Disclosing
Party without breaching any duty; (c) is received from a third party without
breaching any duty; or (d) was independently developed by the Receiving Party
without using the Disclosing Party’s Confidential Information.
8.2 Protection and Use of Confidential Information
The Receiving Party must: (a) protect the Disclosing Party’s
Confidential Information with at least the same degree of care it uses for its
own similar information, but no less than a reasonable level of care; (b)
restrict access to Confidential Information to personnel, affiliates,
subcontractors, agents, consultants, legal advisors, financial advisors, and
contractors (“Representatives”) who need this information in relation to this
Agreement and who are bound by confidentiality obligations similar to those in
this Agreement; (c) not disclose any Confidential Information to third parties
without prior written consent from the Disclosing Party, except as expressly
stated herein; and (d) use the Confidential Information solely to fulfill
obligations under this Agreement. This does not prevent sharing of Agreement
terms or the other party’s name with potential investors or buyers under
standard confidentiality terms.
8.3 Compelled Access or Disclosure
If required by law, the Receiving Party may access or
disclose the Disclosing Party’s Confidential Information, provided that it
notifies the Disclosing Party in advance (when legally permissible) and offers
reasonable help, at the Disclosing Party's expense, if the Disclosing Party
wants to contest the disclosure.
8.4 Feedback
Customers may occasionally offer feedback on the Service
(“Feedback”). Callbotz may choose to incorporate this Feedback into its
services. Customers grant Callbotz a royalty-free, worldwide, perpetual,
irrevocable, fully transferable, and sublicensable license to use, disclose,
modify, create derivative works from, distribute, display, and exploit any
Feedback as Callbotz sees fit, without any obligation or restriction, except
for not identifying the Customer as the source of Feedback.
9. Data
9.1 User Information
Customers and their Users must provide information like
names, email addresses, usernames, IP addresses, browsers, and operating
systems (“User Information”) to access the Service. Customers authorize
Callbotz and its subcontractors to store, process, and retrieve User
Information as part of the Service usage. Customers guarantee they have the
necessary rights to provide User Information to Callbotz for processing as
described in this Agreement. Customers are liable for their User Information
and any unauthorized use of their credentials.
9.2 User Submissions
Customers grant Callbotz a non-exclusive, worldwide,
royalty-free, transferable license to use, process, and display User
Submissions solely to provide the Service. Beyond the rights granted here,
Customers retain all rights to User Submissions, with no implied licenses under
this Agreement.
9.3 Service Data
Callbotz collects data on Service performance and operation
(“Service Data”) as Customers use the Service. Provided Service Data is
aggregated and anonymized, without disclosing any personal information,
Callbotz can use this data freely. Callbotz owns all rights to Service Data,
but will not identify Customers or Users as its source.
9.4 Data Protection
Callbotz maintains reasonable security practices to protect
Customer Data, including User Submissions and User Information. Nonetheless,
Customers are responsible for securing their systems and data. Callbotz
processes all Customer Data in accordance with its Data Processing Agreement.
10. General Terms
10.1 Publicity
With prior written consent from the Customer, Callbotz is
allowed to identify the Customer and use and display the Customer’s name, logo,
trademarks, or service marks on Callbotz’s website and in Callbotz’s marketing
materials. This will help in demonstrating the clientele and user base of
Callbotz without compromising any confidential information or privacy rights of
the Customer.
10.2 Force Majeure
Callbotz shall not be liable for any failure or delay in
performing its obligations hereunder caused by events beyond its reasonable
control, including but not limited to failures of third-party hosting or
utility providers, strikes (excluding those involving Callbotz’s employees),
riots, fires, natural disasters, wars, terrorism, or government actions. These
circumstances provide a shield for Callbotz against unforeseen events that
prevent it from fulfilling its service obligations.
10.3 Changes
Callbotz acknowledges that its service is an evolving,
subscription-based product. To enhance customer experience, Callbotz reserves
the right to make modifications to the Service. However, Callbotz commits to
not materially reducing the core functionality provided to Customers.
Furthermore, Callbotz may modify the terms of this Agreement unilaterally,
provided that Customers are notified at least thirty (30) days before such
changes take effect, with changes posted prominently, for example, on the Callbotz
website terms page.
10.4 Relationship of the Parties
This Agreement does not create a partnership, franchise,
joint venture, agency, fiduciary, or employment relationship between Callbotz
and the Customer. Both parties are independent contractors, maintaining their
respective operations and autonomy while cooperating under the terms laid out
in this Agreement.
10.5 No Third-Party Beneficiaries
This Agreement is strictly between Callbotz and the
Customer. It is not intended to benefit any third party, nor shall any third
party have the right to enforce any of its terms, directly or indirectly. This
clause clarifies the intended scope of the Agreement, limiting obligations and
benefits to the parties involved.
10.6 Email Communications
Notices under this Agreement will be communicated via email,
although Callbotz may choose to provide notices through the Service instead.
Notices to Callbotz must be directed to a designated Callbotz email, while
notices to Customers will be sent to the email addresses provided by them
through the Service. Notices are considered delivered the next business day
after emailing or the same day if provided through the Service.
10.7 Amendment and Waivers
No modifications to this Agreement will be effective unless
in writing and signed or acknowledged by authorized representatives of both
parties. Neither party's delay or failure to exercise any right under this
Agreement will be deemed a waiver of that right. Waivers must also be in
writing and signed by the party granting the waiver.
10.8 Severability
Should any provision of this Agreement be found unlawful or
unenforceable by a court, it will be modified to the minimum extent necessary
to make it lawful or enforceable, while the remaining provisions continue in
full effect. This clause ensures the Agreement remains operational even if
parts of it are modified or removed.
10.9 Assignment
Neither party may assign or delegate their rights or
obligations under this Agreement without the other party's prior written
consent, except that Callbotz may do so without consent in cases of mergers,
acquisitions, corporate reorganizations, or sales of substantially all assets.
Any unauthorized assignment will be void. This Agreement binds and benefits the
parties, their successors, and permitted assigns.
10.10 Governing Law and Venue
This Agreement will be governed by the laws of the State of
Florida, USA, excluding its conflict of laws principles. Disputes arising under
this Agreement will be resolved in the state or federal courts in Wyoming, to
which both parties consent to jurisdiction and venue. There is a waiver of any
right to a jury trial for disputes arising under this Agreement. The prevailing
party in any enforcement action is entitled to recover its reasonable costs and
attorney fees.
10.11 Entire Agreement
This Agreement, including any referenced documents and
Orders, constitutes the full agreement between Callbotz and the Customer,
superseding all prior discussions, agreements, and understandings of any
nature. This ensures clarity and completeness in the mutual expectations and
obligations of the parties involved.