These Terms of Service govern Customer’s access to and use of CallGrid’s services, as defined by CallGrid and Customer above (“the Services”).
CallGrid may update or modify these Terms of Service at any time and such updated versions will be posted on CallGrid’s website, callgrid.com (with all subdomains, “the Site”). Customer is responsible for periodically checking the Terms of Service. Customer’s continued use of the Site and/or the Services after these Terms of Service are updated shall be deemed acceptance of any such updated Terms of Service.
In order to access certain Services, Customer will be required to provide information about itself (such as identification, or contact details) as part of the registration process for the Services or as part of Customer’s continued use of the Services. Customer may also have to create passwords or other forms of authentication. Customer agrees to provide true, accurate, current, and complete information, and Customer may not misrepresent any information. Customer agrees and understands that it is responsible for maintaining the confidentiality of any such information or passwords. Accordingly, Customer agrees that it will be solely responsible to CallGrid for all activities that occur under Customer’s account. If Customer becomes aware of any unauthorized use of its password or of its account, Customer agrees to notify CallGrid immediately.
Customer’s right to access and use the Services is personal to Customer and is not transferable by Customer to any other person or entity. Customer agrees not to disclose its password to any third party.
By providing CallGrid with Customer’s e-mail address, Customer agrees to receive all required notices electronically to that e-mail address. It is Customer’s responsibility to update or change that e-mail address, as appropriate.
Customer shall pay all fees specified for any use of the Services. Customer must prepay in order to receive Services. The Customer will be charged based on their usage of the Services, in accordance with the following fee structure:
These fees are nonrefundable except as specifically mentioned in these Terms of Service. CallGrid reserves the right to modify its billing rates at any time upon 30 days’ written notice by posting such fee changes to the Services or on the Site.
The Site and the Services available thereon enable Customer to provide, upload or import content, including but not limited to text, images, video, data, web pages, and other information or content (collectively, “Content”), to CallGrid’s platform for the purpose of providing the Services. Customer acknowledges and agrees that Customer is solely responsible for all Content Customer submits, provides, uploads, or imports and the consequences for submitting, providing, uploading, or importing it.
CallGrid will use Content uploaded by Customer solely in connection with providing the Services to Customer, and for no other reason. Customer agrees that by uploading, importing, or otherwise providing any Content on or through the Site and/or the Services, Customer grants, and has all necessary rights and permissions to grant, to CallGrid a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, or display all or any portion of such Content, solely in connection with providing the Services to Customer. This license includes the right to host, index, cache, or otherwise format Customer’s Content in order to provide the Services.
Customer represents and warrant that it owns its Content or has the necessary licenses, rights, consents, and permissions to grant the license set forth herein and that its provision to CallGrid or CallGrid’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights, or any other intellectual property rights or other rights of any person or entity.
CallGrid retains the right to use or distribute any Aggregated Data generated by its customers or users. “Aggregated Data” means records that have been stripped of information potentially identifying customers, landing pages, or end-users, and that have been manipulated or combined to provide generalized, anonymous information.
The Site, the Services, and all components of the Site and Services, are protected by U.S. and international intellectual property laws. All rights, title, interest, ownership, and intellectual property rights in and to the Site, Services, CallGrid trademarks and the templates provided via the Site or the Services, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons, and the placement and layout thereof), images, video, audio, data, content, software (including HTML-based computer programs), and other media, material, or information, other than Customer’s Content, are and will remain the sole and exclusive property of CallGrid or its software or content suppliers. Any templates or derivatives of templates provided that Customer may build using the Site or Services belong to CallGrid.
Subject to the terms and conditions of this Agreement, CallGrid grants to Customer, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid subscription.
Customer acknowledges and agrees that any ideas, suggestions, concepts, processes, or techniques that Customer provides to CallGrid related to the Services, the Site or CallGrid or its business (the “Feedback”) shall become CallGrid’s property without any compensation or other consideration payable to Customer by CallGrid, and Customer does so of Customer’s own free will and volition. CallGrid may, in its sole discretion, use or incorporate the Feedback in whatever form or derivative CallGrid may choose into the Site, its software, services, documentation, business, or other products, or any future versions or derivatives of the foregoing. Customer hereby assigns all rights on a worldwide, irrevocable, transferrable and royalty-free basis in perpetuity to CallGrid in any Feedback and, as applicable, waives any moral rights.
CallGrid owns any test results, data, information and other output generated by Customer’s use of the Site and/or the Services during the term of this Agreement.
Customer agrees to safeguard, keep secret, and not disclose to any third party, any Confidential Information acquired, learned, or provided from or by CallGrid during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans; customer lists; operation procedures; trade secrets; design formulas; programming code, know-how, and processes; computer programs; inventions; discoveries; and improvements of any kinds.
The Customer is solely responsible for complying with all applicable laws and regulations in their use of the Site and Services. This includes but is not limited to:
The Customer represents and warrants that they have obtained all necessary consents for call recording and data processing as required by applicable laws. CallGrid is not responsible for the Customer's compliance with these laws and regulations. The Customer agrees to indemnify and hold CallGrid harmless from any claims, losses, or damages arising from their non-compliance.
Customer agrees that that it will not use the Site or Services in a manner that:
Customer further agrees that its use of the Site or Services shall not include:
Nothing contained herein shall be construed to create the relationship of principal and agent, or employer and employee, between CallGrid and Customer, and all such relationships are hereby expressly disclaimed. Customer’s employees assigned to use the Site or Services are solely the employees of Customer. Customer shall have sole authority and responsibility to counsel, train, instruct, discipline, review, evaluate, set the pay rates of, and terminate its employees who use the Site or Services. Customer will maintain all necessary payroll and personnel records, and compute wages and withhold applicable federal, state and local taxes and social security payments for Customer’s personnel using the Site or Services.
The relationship of Customer and CallGrid hereunder shall in no way be construed to create a joint venture or partnership, it being agreed and understood the relationship between Customer and CallGrid is an independent contractor relationship.
Customer’s use of the Site and Services, and all content forming part of or related to the Site and Services, including any Content Customer uploads or submits, and any third-party software and content, are at Customer’s sole responsibility and risk. The Site and the Services are provided on an “as is” and “as available” basis. CallGrid expressly disclaims all representations, warranties, or conditions of any kind with respect to the Site or Services, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, performance, system integration, quiet enjoyment, title, and non-infringement.
CallGrid disclaims any warranty that the Site or Services, or any content, including without limitation any third party software and content, will meet Customer’s requirements or be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the Site or Services or the servers that make the Site or Services available are free of viruses or other harmful components. Customer agrees that, from time to time, CallGrid may remove the Site or Services for indefinite periods of time without notice to Customer. Customer’s access and use of the Site or Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or Services or other actions that CallGrid, in its sole and exclusive discretion, may elect to take. CallGrid makes no guarantee regarding: (a) the security of any information provided by Customer; or (b) the compatibility of Customer’s software, hardware or Content with the Site or Services.
CallGrid is not responsible for the acts or omissions of, or for the failings of, any third-party provider of any content, service, network, software, or hardware, including but not limited to, internet service providers, hosting services utilized by CallGrid, telecommunications providers, content provided by other users, or any software or hardware not provided by CallGrid.
CallGrid makes no guarantees about call quality or connectivity because these are ultimately controlled by the carriers.
Customer is solely and exclusively responsible for ensuring that Customer’s Content is compatible with the Site or Services. CallGrid disclaims any liability or responsibility for any unauthorized use of Customer’s Content by third parties or other users of the Site or Services and is not responsible for protecting Customer’s Content.
The Site or Services may permit Customer to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under CallGrid’s control, and Customer acknowledges that CallGrid is not responsible or liable for any third-party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety, or intellectual property rights of or relating to such third-party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by CallGrid or any association with its operators. Customer further acknowledges and agrees that CallGrid shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on, any such third-party content, goods or services available on or through any such website or resource.
Access and use of third- party sites, including the information, material, products and services on third-party sites or available through third-party sites, is solely at Customer’s own risk.
In no event shall CallGrid, or any of its officers, directors, shareholders, employees, independent contractors, service providers, agents, subsidiaries, affiliates, co-branders, third- party advertisers, technology providers, and/or other partners, and their respective officers, directors, agents, shareholders, employees, and agents, be liable for any indirect, special, incidental, exemplary, consequential, and/or punitive damages, fees, costs or claims arising from or related to this Agreement, the Site, the Services, and/or Customer’s use or attempted use of the Site or Services, regardless of whether CallGrid has had notice of the possibility of such damages, fees, costs, or claims. This includes, without limitation, any loss of use, loss or profits, loss of data, loss of goodwill, cost of procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages. This limitation of liability applies regardless of the manner in which damages are allegedly caused, and on any theory of liability, whether for breach of contract, tort (including negligence or strict liability), warranty, or otherwise.
Customer agrees to indemnify, defend, and hold harmless CallGrid, and its officers, directors, shareholders, employees, independent contractors, service providers, agents, subsidiaries, affiliates, co-branders, third-party advertisers, technology providers, or other partners, and their respective officers, directors, shareholders, employees, and agents, from and against any third- party claim, demand, loss, damage, cost, or liability (including reasonable attorneys’ fees) arising out of or relating to this Agreement, the Services, or the Site, including, but not limited to, claims, demands, losses, damages, costs, or liabilities (including reasonable attorneys’ fees) caused by, alleged to be caused by, or relating to: (a) Customer’s use, non-use, or misuse of, or connection to the Site, the Services, and any Content, including without limitation Customer’s Content and any third-party Content, forming part of the Site or Services; (b) Customer’s breach, or alleged breach of this Agreement; (c) Customer’s violation of any rights, including intellectual property rights, of a third party; and/or (d) Customer’s violation or alleged violation of any other law, regulation, or common law including, but not limited to, laws prohibiting fraud, trespass, or invasion of privacy. CallGrid reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify CallGrid, and Customer agrees to cooperate with CallGrid’s defense of any such claims. Customer agrees not to settle any matter without the prior written consent of CallGrid. CallGrid will use reasonable efforts to notify Customer of any such claim, action, or proceeding upon becoming aware of it.
Customer may cancel this Agreement by written 30-day notice at any time. Upon cancellation, CallGrid is under no obligation to maintain or store Customer’s account information or Content. CallGrid may, at its option, either delete Customer’s information and Content immediately or retain it (in full or in part) in accordance with CallGrid’s processes and practices.
CallGrid reserves the right at any time, and without cost, charge, or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, Customer’s failure or suspected failure to comply with the terms of this Agreement, which shall be determined by CallGrid in its sole and exclusive discretion. In addition, CallGrid may, in its sole and exclusive discretion, at any time, temporarily or permanently suspend access to Customer’s account, subscription, or Services for any violation or suspected violation of this Agreement. CallGrid also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States.
CallGrid reserves the right to terminate any portion of the Site or Services at any time, for any reason, with or without notice, and without any liability to Customer.
Any unused credits can be refunded to the Customer, however, we are unable to issue refunds for services provided to the Customer.
Except as provided below, any controversy or claim arising out of or related to this Agreement, the Site, the Services, the Parties’ relationship, or any matter concerning CallGrid that cannot be resolved informally by the Parties shall be exclusively resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitration will be conducted by a single neutral arbitrator in the English language in Las Vegas, Nevada, unless the Parties agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the Parties or, if the Parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of this Agreement, this arbitration provision, and any other terms incorporated by reference into this Agreement. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against Customer or CallGrid.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the Parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
The arbitrator shall follow the substantive law of the State of Nevada without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Customer and CallGrid agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. The Parties expressly waive any right to pursue any class or other representative action against each other.
Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises.
This arbitration provision sets forth the terms and conditions of the Parties’ agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
This provision survives termination of Customer
This Agreement and any issue or dispute arising out of or otherwise related to this Agreement, the Site, the Services, the Parties’ relationship, or any matter concerning CallGrid, shall be governed exclusively by the laws of State of Nevada without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement herein, the Parties agree that any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in and covering the city of Las Vegas, Nevada, and Customer and CallGrid hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and the Parties forever waive any right to bring such claims on a class wide or representative basis.
If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.
In order to prevent or limit irreparable injury to CallGrid, in the event of any breach or threatened breach by Customer of the provisions of this Agreement, or any infringement or threatened infringement by Customer of the intellectual property of CallGrid or a third-party, CallGrid shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Las Vegas, Nevada restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting CallGrid from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from Customer. Customer hereby irrevocably consents to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Las Vegas, Nevada for all such claims, and forever waives any challenge to said courts’ exclusive jurisdiction or venue.
The sections of “Submission of Content,” “Intellectual Property Rights,” “Confidential Information,” “Disclaimer of Warranties,” “Third-Party Sites and Content,” “Limitation of Liability/Exclusion of Consequential and Related Damages,” “Indemnity,” “Mandatory Arbitration,” “Agreement to Governing Law and Jurisdiction,” “Severability,” “Additional Legal Remedies,” and any other provisions that by their nature are intended to survive will survive any actual or purported termination of Customer’s account or termination, cancellation or expiration of this Agreement, and shall continue in full force and effect. In all events, any and all representations and warranties provided by Customer in this Agreement shall survive any actual or purported termination of Customer’s account or termination, cancellation or expiration of this Agreement, and shall continue in full force and effect.
Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day.