Acceptance of Terms
CallHero Technologies Inc. (“CallHero”, “Company”, “we” or “us”) is in the business of providing call performance tracking software and call handling training program for registered users (“Customer”). CallHero’s application offers features such as call logging, call recording, call routing, and conversational analysis. CallHero also offer expert consultations, online training classes and webinars to guide our customers on improving call performance (“Services”).
We collect information on the callers that call our Customer through the phone numbers that are monitored by CallHero. This information includes the caller’s phone number, the name displayed on the Caller ID (when available), audio recordings, call records, and transcriptions (collectively, “Service Data”). You (“Customer”) agree that we and the service providers that we utilize to assist in providing the Service to you shall have the right to access your account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to develop, enhance, and provide the Service, including, without limitation, in response to your support requests.
These Terms and Conditions apply to your use of our services and our website, located at mycallhero.com and also shall apply to the web application located at app.mycallhero.com (collectively “Site”). The Site contains text, pictures, graphics, logos, images, works of authorship, computer code, look and feel, trade dress, technical information, and other content, as well as available features or services discussed, referenced, provided or offered through or on the Site (collectively with all information and material about CallHero and its Products and Services, “Content”). The Site is intended for use only by users who are at least 18 years of age.
PLEASE NOTE: Your access to and use of this Site are subject to these following terms (“Terms and Conditions”), as well as all applicable laws and regulations. Only entities and persons over the age of legal majority who can form legally binding agreement(s) under applicable law are permitted to use the Site and/or establish a Site account where applicable. Please read these Terms and Conditions carefully. If you do not accept and agree to be bound by any of these Terms and Conditions, you are not authorized to access or otherwise use this Site or any information or Content contained on this Site. Your access to and use of this Site constitutes your acceptance of and agreement to abide by these Terms and Conditions. These Terms and Conditions may be changed, modified, supplemented or updated by us from time to time without advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms and Conditions if you continue to use this Site after such changes are posted. Unless otherwise indicated, any new Content added to this Site will also be subject to these Terms and Conditions effective upon the date of any such addition. You are encouraged to review the Site and these Terms and Conditions periodically for updates and changes.
Please contact us as indicated in the “How to Contact Us” section below if you have any questions or would like additional information regarding these Terms and Conditions.
SAAS SERVICES AND SUPPORT
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
RESTRICTIONS AND RESPONSIBILITIES
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
CONFIDENTIALITY AND PROPRIETARY RIGHTS
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES
You agree to pay CallHero the monthly or annual subscription fees indicated for your selected Service. Service is considered activated only when CallHero receives call data for Customer’s account and not on Customer account registration or creation. Payments will be charged on the day CallHero service is activated (“Effective Date”) and will cover the use of that service for a monthly or annual period as indicated. Customer agree to allow Company, or our payment affiliates or service providers, to process and/or store your payment card information. Customer also agree to pay the applicable fees for the Products and Services as they become due plus all related taxes, and to reimburse us, our payment affiliates and any service providers for all collection costs and interest for any overdue amounts. Customer agrees to pay any overage fees, including additional calls analyzed that is not included in the chosen plan.
Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income.
TERM AND TERMINATION
Subject to earlier termination as provided below, this Agreement shall be automatically renewed on a month to month basis after the initial term, unless either party requests written termination at least thirty (30) days prior to the end of the current term.
Annual term will include a 30-days opt out period. For the first 30-days the Customer can cancel the Agreement and receive a pro-rated refund. The Customer must still pay the set-up fee and the fee for each month the service was used. Once the 30-days opt-out period has expired the Customer can no longer cancel the Agreement until the full annual term is completed.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
If Customer terminate the Services or if Company terminates the Services for any of the reasons listed below, Customer may be required to pay a reconnection fee of $USD200 to have the Services reconnected.
Company may suspend the Services if Customer contravene any material provision of these Terms and Conditions, including Customer’s obligation to pay for the Services as contemplated herein. Company may terminate the Services: (i) if Customer do not remedy any breach of these Terms and Conditions within fifteen (15) days of receiving written notice of the breach from Company, (ii) if Customer become bankrupt, insolvent or, if Customer are acting on behalf of a legal entity, if a receiver is appointed to manage the affairs of Customer’s business, or (iii) for any reason, upon thirty (30) days’ written notice to Customer. Upon termination of the Services, Company shall have no obligation to maintain any call log, contact information or other content related to Customer’s use of the Services and Customer agree that all such information and content may be deleted immediately without notice to Customer.
WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COMPLIANCE WITH ALL LAWS
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Company reserves the right to refuse to provide the Services where the provision of such Services would necessitate unusual expenses, or where the provision of Services is impractical because Company cannot reasonably acquire the necessary equipment, facilities or rights. Company reserves the right to make changes to its infrastructure or service offerings at any time.
The Services may not be compatible with of some auto-attendant systems or security systems. The Company is not responsible for any features outlined in Services that does not function correctly or is missing due to such incompatibility. The Company is not responsible for any issues that arises due to incompatibility of Services with facilities or equipment owned by Customer. Customer may be required to maintain a separate traditional telephone connection in order to use the security system installed on Customer’s premises. Customer is responsible for contacting the security system company to test the compatibility of their systems with the Services.
Company will supply, install, repair and maintain all facilities and equipment necessary to provide the Services up to the service demarcation point, where the Services interconnect with the facilities or equipment owned by Customer. All Company equipment will remain the property of Company and must be returned to Company upon termination of the Services for any reason. Company may charge Customer for all excess work and equipment required in order to supply the Services to Customer’s premises. Company may also charge Customer for any damages to Company supplied equipment, or for the reasonable replacement value of any unreturned or unrepairable equipment. Company is not responsible for the maintenance or repair of any facilities or equipment owned by Customer.
Upon ordering the Services, Customer must provide Company with a location at Customer’s premises where the Services are to be installed, and allow Company to enter Customer’s premises in order to install or maintain Company’s facilities and equipment. Customer agree to pay any unusual expenses required to install Company Services to Customer’s premises, provided that Company make Customer aware of such expense in advance, and provided that Customer have the option of cancelling Customer’s order for Services rather than pay such additional expense.
Customer must supply all facilities and equipment necessary to connect Customer’s facilities and equipment to the Services, including all wiring inside Customer’s premises up to the demarcation point, and all telephone terminal equipment. All facilities and equipment the Customer supply must meet the technical standards for certification established by Industry Canada. If electrical power is required to provide the Services, Customer must supply the power at no charge to Company. If battery backup is required to ensure continuous access to the Services, Customer are responsible for verifying the power level of the backup battery and replacing it immediately if the remaining charge falls below the recommended minimum level.
If Customer cancel a request for Services after installation work has started, except as provided above, Customer will be charged the reasonable costs incurred by Company up to the time of termination, including the cost of labor and any other expenses resulting from the installation and removal work.
If Customer is deemed ineligible for Services, due to reasons including but not limited to equipment incompatibility and premise accessibility. The Company have the rights to terminate the Services if the ineligibility cannot be resolved and the Customer will be charged the reasonable costs incurred by Company up to the time of termination, including the cost of labor and any other expenses resulting from the installation and removal work.
ADDITIONAL FEATURES AND CHARGES
The Customer may also purchase other value-added features from Company for the applicable additional charges invoiced either monthly or on a per-use basis.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
The Company’s address for delivery is:
1816-4500 Kingsway Burnaby BC. V5H 2A9
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of British Columbia without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
How to Contact Us
If you have any questions about these Terms and Conditions, please email us at [email protected] or write to us at CallHero Technologies Inc. 1816-4500 Kingsway Burnaby BC. V5H 2A9 or contact us by phone at 1-866-789-HERO