WHAT THIS DOCUMENT IS
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
This Agreement is maintained on our website. We reserve the right, in our sole discretion, to modify or replace this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material way, we will update the last updated date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.
USE OF OUR SERVICE
Because we respect the rights of children and parents, you may use the Service only if you can form a binding contract, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. Because we respect the User community, the Service is not available to any Users previously removed from the Service.
Customer will pay the applicable recurring or one-time subscription fees and other fees set forth in this proposal or in the on-line fee schedule provided at the time of sign up (Fees). All Fees are due when the order is placed.
All payments are final and not refundable neither full nor partial. Read our terms and conditions carefully before making any payments.
Customer acknowledges that payment of Fees is authorization to us to begin providing Services. These Services include, but are not limited to, providing platform access, reports and platform setup and apps provisioning. We will start providing Services within the stipulated time conveyed to the paying users upon their signup with the server. If any delays or interruptions are expected before the services can begin, our team will reach out directly. All Fees are earned when received and are non-refundable after seven (7) days where a free-trial is applicable and zero (0) days where a free-trial is not applicable. Fees must be paid via Credit Card and Customer authorizes us to set up an automated recurring billing process charged to this credit card. If Customer desires to terminate the service, such notice must be delivered to us in writing via email before the next recurring billing is processed. Customer agrees that they are not entitled to receive a refund of any Fee and Customer further agrees that they will not dispute the charges and/or request a chargeback of any Fee from their credit card processor or banking institution. Customer further acknowledges that any Setup Fees shall be deemed nonrefundable upon the commencement of services/apps provisioning process.
- Your responsibility for your data and/or services:
You are solely responsible for the activity that occurs on or through your login to our platform and/or services. We will not be liable for your losses caused by any unauthorized use of your account, and you shall be solely liable for the losses due to such unauthorized use.
- Separate End User Policies:
- Service limitations:
We make no representations regarding your application and/or data and/or data processing and its compliance with any laws of any state or national government, including any disability laws. You are solely responsible for your data and/or application's compliance with any laws of any state or national government.
- Changes to the Service:
Were always innovating and finding ways to provide our Users with new and innovative features and services. Therefore, we may, without prior notice, change the Service; change the pricing of the service; add or delete features of the Service, to you or to Users generally; or create usage limits for the Service.
- Property Rights:
Callcruncher or its licensors retain all ownership and intellectual property rights to the Software and Licensed Property. Third party technology that may be appropriate or necessary for use with the Licensed Property is specified in the Documentation. Such third party technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not under the terms of this Agreement. Any Authorized User data collected by the Customer using the Licensed Property shall remain the property of Customer.
- Trade Secrets:
Customer agrees that the Software and all associated trade secrets, including but not limited to the Licensed Property, its configurations, architecture, communications and performance benchmarks, are the exclusive property of Callcruncher. Customer agrees not to disclose, disseminate, transmit via any medium whatsoever, or make available the Software, Licensed Property or any associated trade secrets to any third party without Callcrunchers prior written consent.
- Grant of License:
1. Grant Limitations - Subject to the observance by Customer of the terms and conditions of this Agreement, Callcruncher hereby grants to Customer a limited, non-exclusive, non-transferable license to use the Licensed Property solely for Customers Internal Use.
2. Customer may grant sublicenses hereunder to its associates, within the same organization, for use in accordance with the terms of this Agreement, as long as Customer assumes full responsibility for the compliance of such associates with this Agreement. No other sublicensing of use or access is permitted.
3. Data Collection - Callcruncher takes no action to collect your client data outside that which may be included within the Activity Log located within your Admin Panel. To the extent that the Licensed Property is used by Customer to collect data of Authorized Users, Customer shall be responsible for determining the site(s) for such data storage. Callcruncher hereby disclaims responsibility for the collection, storage and management of Authorized User data and any liability therewith. Any such data collected by the Licensed Property shall be automatically delivered to such data storage site(s) as determined in Customers sole discretion.
4. License Restrictions - Any use of the Licensed Property not expressly permitted by this Agreement is prohibited. Without limiting the generality of the foregoing, Customer shall not:
(A) permit persons other than Authorized Users to access or use the Licensed Property (or any part thereof) or
(B) remove or modify any program markings or any notice of Callcruncher or its licensors proprietary rights or
(C) cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the programs or
(D) use the Licensed Property (or any part thereof) in breach of any applicable laws or regulations.
5. No Other License - Except as expressly set forth in this Agreement, no license is granted and none shall be deemed granted by implication, estoppel or otherwise.
6. Delivery - Callcruncher shall make the Licensed Property available to Customer on the applicable main or white label installation by electronic download or other means.
7. Services - Callcruncher is under no obligation to provide any services to Customer with respect to the Licensed Property (including, without limitation, any installation of the Software or Licensed Property, training or maintenance). Callcruncher may offer or provide services to Customer hereunder in Callcrunchers sole discretion, the terms and fees for which shall be set forth in writing between the parties.
8. Fees - Should Callcruncher, in its sole discretion, determine that a license fee is due and payable by Customer, such amounts shall be as set forth in writing by Callcruncher and shall be due within thirty (30) days of the date of such writing. Customer agrees to pay any sales, value-added or other similar taxes imposed by applicable law that Callcruncher must pay based on the Licensed Property and/or services ordered by Customer, except for taxes based on Callcrunchers income. Customer agrees to indemnify Callcruncher as to all such taxes.
ACCEPTABLE USE OF THE SERVICE
We provide Users with a platform for interacting with their clients in a more efficient and client-friendly manner. To keep the Service running smoothly for all of our Users, you agree that you will use the Service only in a manner consistent with the Acceptable Use Policy below.
SHARING YOUR CONTENT
- Your content:
We may allow you to post contents on the Service, including data, text, messages, comments, photos, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as User Content. YOU RETAIN OWNERSHIP OF YOUR USER CONTENT.
- How we can use your content:
You own all of the User Content that you post or publish (post) on the Service. You permit us to use your company and/or trade name and logo on our website and other promotional materials.
- Your responsibility for your content:
By uploading, posting, submitting or otherwise disclosing or distributing User Content, you represent and warrant that you own all rights in your User Content and that any User Content you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (defined below) or rights of publicity or privacy. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions. We take no responsibility and assume no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. We are not responsible for any public display or misuse of your User Content.
- Definition of Intellectual Property Rights:
For the purposes of this Agreement, Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Except for User Content, the Service, and all Intellectual Property Rights including therein and related thereto, are our exclusive property (Exclusive Content). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Exclusive Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible on the Service. Our name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress protected by the laws of the United States and/or other countries or jurisdictions. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Exclusive Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
- To publish and update apps to Google Play and the Apple App Store, it is required we provide proprietary information and files such as, but not limited to, APKs, IPAs, P12s, keystore certificates, push notification certificates, etc. These files and information are a proprietary part of our Service and will not be provided to Users.
- If we assist the Customer with (including coordinating with a 3rd party) providing enhancement(s) to the Service or Software, creates custom functionality, creates custom plugins, including any and all derivatives thereto (collectively referred to an Enhancements), even if the Customer paid us for such Enhancements, such Enhancements will be owned by us and Customer hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership.
- The Customer owns or has rights to all intellectual property rights in and to any enhancements in functionality or custom plugins the Customer (or Customers representative) make independent of us through capabilities provided by a registered developer account. In such cases, the Customer is solely responsible for all maintenance and support related to such enhancements and plugins, including but not limited to, our updates in Services and Software and iOS and Android updates.
- Feedback you provide:
We value input from our Users, and are always interested in learning of ways we can make the Service better. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (Feedback). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than you.
We monitor User service activity.
We may allow you to send messages through our Service to other Users or to third parties (Messages). We may send administrative messages to you and other Users.
We require that Users of the Service respect the copyright and other intellectual property rights of all third parties.
You agree to defend, indemnify and hold us harmless, along with our parents, subsidiaries, agents, affiliates, customers, vendors, officers and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys fees and cost) arising from:
(i) your use of and access to the Service
(ii) your violation of any term of this Agreement
(iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights
(iv) your violation of any applicable law, rule, or regulation
(v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account.
THE SERVICE, INCLUDING ALL CONTENT, IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT THE CONTENT ON THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, INCLUDING USER CONTENT, THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
THIRD-PARTY LINKS, SITES AND SERVICES
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR ITS LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SERVICE OR ANY CONTENT THEREON FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled from its facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States or its allies.
TERMINATION OF YOUR ACCOUNT AND THE SERVICE
We may terminate or suspend the Service in whole or in part immediately, without prior notice or liability, for any reason or for no reason, including without limitation, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Service will immediately cease.
All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
GOVERNING LAW AND ARBITRATION
- Governing Law:
You agree that: (i) the Service shall be deemed solely based in Utah; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Utah. This Agreement shall be governed by the internal substantive laws of the State of Utah, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in Utah County, Utah or the United States District Court for Utah, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as further set forth in the Arbitration provision below.
For any dispute with us, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that we are not able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any claims we have for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, Claims), by binding arbitration by the American Arbitration Association (AAA) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless we agree otherwise, the arbitration will be conducted in Utah. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that partys data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSONS CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- No Agency Waiver:
No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
We may provide notifications, whether such notifications are required by law or are for other business purposes, to you via email notice, push notification on your mobile device, written or hard copy notice, or through posting of such notice on the Service, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
- Entire Agreement/Severability:
This Agreement, together with any amendments and any additional agreements you may enter into with us in connection with the Service, shall constitute the entire agreement between you and us concerning the Service. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement is not assignable, transferable or sub licensable by you except with our prior written consent. We may transfer, assign or delegate this Agreement and its rights and obligations without consent.
Please contact us with any questions regarding this Agreement at:
572 W Crenshaw Ct, Saratoga Springs, UT 84045
(801) 783 5888 Telephone
This Agreement was last updated on: March 3rd, 2021.