Terms and Conditions
Thank you for your interest in CallAtlas. This agreement sets forth our Terms of Use (this “Agreement”) for the CallAtlas Software and the website located at www.callatlas.io, including any related websites, mobile applications, services, and platforms. Please read these terms carefully. This Agreement is between Team IHA INC (“we,” “us” or “CallAtlas”, “CallAtlas Website”) and you, the User (“you” or “your” or “User”), as an authorized user of any product or service offered by CallAtlas (individually and collectively, the “Services” or “CallAtlas”) and governs the terms and conditions of your use of the Services. The Services are provided to you under these Terms of Use, our Privacy Policy, and any operating rules and/or policies that we may publish or distribute from time to time, and you agree you are a direct party to those agreements, rules and policies.
NOTE: By using CallAtlas, you represent that you are 18 years or older and do not have any pirated or illegal content on your computer. Persons under the age of 18 years are not permitted to use or register for the Website.
You further acknowledge that your subscription to and use of any CallAtlas products or Services may be subject to separate agreements between you, your organization, and CallAtlas. IF YOU DO NOT ACCEPT THESE TERMS OF USE, PLEASE DO NOT VISIT, ACCESS, AND/OR USE THE CALLATLAS WEBSITE AND/OR THE SERVICES. BY ACCESSING OR USING THE CALLATLAS SITE AND/OR THE SERVICES, YOU ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT, PERSONALLY AND, IF APPLICABLE, ON BEHALF OF YOUR COMPANY, AND TO BIND YOU AND YOUR COMPANY, AS APPLICABLE, TO THE TERMS OF THIS AGREEMENT.
USER AGREEMENT TERM
The Terms of Use are effective until terminated in accordance with the terms set forth hereinafter referred to as “Term”, and will automatically be renewed beyond the Term hereinafter referred to as “Auto Renewal”, upon the same terms and uses as set forth here; unless expressly revoked by the User in writing. Nothing in these Terms of Use should be construed to confer any rights on You or any third-party beneficiaries.
CHANGES TO TERM OF USE
We reserve the right, in our sole discretion, to change these Terms of Use at any time and they will be updated at http://www.callatlas.io/terms. When the CallAtlas Terms of Use are updated, we will flag this on the CallAtlas Website.
We reserve the sole discretion to revise these Terms of Use, changing, deleting, or supplementing with additional terms from time to time, including but not limited to suspending, canceling, or discontinuing any or all Services at any time on our Website without notice to You, in accordance with the agreement.
To ensure that You are aware of any additions, revisions, amendments, or modifications that We may have made to these Terms, it is important for You to refer to the Terms from time to time. You can determine when this Term was last modified by referring to the “Last Updated”.
The updated Terms shall be effective immediately and shall supersede these. It shall be Your responsibility to check these Terms periodically for changes. Your continued use of the Services post amendment of Terms shall signify Your consent to such amendment, and agreement to be legally bound by the same.
We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and You hereby, agree to waive any right to receive specific notice of each such change. It is Your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by Your continued use of the Website and the related Services after the date such revised Terms of Use are posted.
ACCOUNTS
In order to use certain features of the CallAtlas Website and the CallAtlas Services, you must register for an account with CallAtlas (“Login Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that:
All required registration information you submit is truthful and accurate, and
You will maintain the accuracy of such information and update it as appropriate. You may delete your Login Account at any time, for any reason, by following the instructions on the Site. CallAtlas may suspend or terminate your Login Account in accordance with the terms of this Agreement.
You are responsible for maintaining the confidentiality of your Login Account login information (username and password) and are fully responsible for all activities that occur under your Login Account by you or others. You agree to immediately notify CallAtlas of any misuse, unauthorized use, or suspected unauthorized use of your Login Account or any other breach of security. CallAtlas shall not be liable for any loss or damage arising from your failure to comply with the above requirements.
CONTENT AND ACCESS
All content and materials on the CallAtlas Website (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof), is the exclusive property of and owned by CallAtlas, its licensors or its content providers and is protected by copyright, trademark and other applicable laws. You are not granted any license to the content and materials on the CallAtlas Website, the Services or any associated intellectual property rights pursuant to this Agreement. CallAtlas, or its licensors or content providers, retain full and complete title to the content and materials provided on the CallAtlas Website, including all associated intellectual property rights. Trademarks, logos and service marks displayed on this CallAtlas Website are registered and unregistered trademarks of CallAtlas, its licensors or content providers, or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. Nothing on this CallAtlas Website shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the CallAtlas Website without the owner’s prior written permission. CallAtlas reserves all rights not expressly granted in and to the CallAtlas Website and its content and materials. This CallAtlas Website and all of its content and materials, including but not limited to text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software along with the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries. You shall
Not license, sell, rent, lease, transfer, copy, assign, distribute, host, or otherwise commercially exploit the CallAtlas Website or the Services,
Not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the CallAtlas Website or the Services, including the underlying structure of any part, feature, function, or user interface of the CallAtlas Website or the Services,
Not access the CallAtlas website or the Services in order to build a similar or competitive service, or perform any performance or benchmark tests,
Not use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities, or users,
Not use any robot, spider, other automatic software or device, or manual process to monitor or copy the CallAtlas Website or the Services, and
Not, except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post, or transmit any portion of the CallAtlas Website or Services in any form or by any means. Any future release, update, or other addition to functionality of the Website or the Services shall be subject to the terms of this Agreement. All copyright, trademark, and other proprietary notices on any Website content and materials must be retained on any copies.
MODIFICATION
CallAtlas reserves the right, at any time, to modify, suspend, or discontinue the CallAtlas Website or the Services or any part thereof with or without notice. You agree that CallAtlas shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the CallAtlas Website or the Services or any part thereof.
FEEDBACK
In the event that you provide CallAtlas with any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively, the “Feedback”), you agree that CallAtlas may use the Feedback to modify the Website and/or the Services and you will not be due any compensation, including any royalty related to the modifications that incorporate the Feedback. You grant to CallAtlas an irrevocable, worldwide, royalty-free, fully paid, perpetual, license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
THIRD PARTY SITES AND ADS
The CallAtlas Website may contain links to third party websites and advertisements for third parties (collectively, “Third Party Sites and Ads”). Such Third Party Sites and Ads are not under the control of CallAtlas and CallAtlas is not responsible for any Third Party Sites and Ads. CallAtlas provides these Third Party Sites and Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites and Ads. You use all Third Party Sites and Ads at your own risk. When you link to or reference any Third Party Site or Ad, the applicable third party’s terms and policies apply, including such third party’s privacy policy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites and Ads.
To the fullest extent permitted by applicable law, you hereby release and forever discharge CallAtlas and its owners, affiliates, partners, directors, managers, officers, employees, agents, contractors, licensors, service providers, subcontractors, suppliers, successors, and assigns from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site users or Third Party Sites and Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
NOTICES AND CONTRACT
By using CallAtlas, you consent to receive all communications, including agreements, notices, legally required disclosures and other information relating to CallAtlas electronically. You also agree to permit CallAtlas to use your email
address, physical address, instant messaging address and any other means of communication to send you commercial messages regarding various promotions and offerings we think may be of interest to you. You may withdraw your consent to receiving notices electronically by specifically requesting such withdrawal via email to legal@callatlas.io . CallAtlas will honor the request within 10 business days after your request.
DMCA NOTICE
Pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) Safe Harbor (17 U.S.C. § 512(c), if you believe that anything on this Website or the Services offered therein infringes any copyright that you own or control, you may file a notice of such infringement, in compliance with the requirements of 17 U.S.C. § 512(c)(3), with our designated agent by email to legal@callatlas.io A copy of this legal notice may be sent to a third-party that may publish and/or annotate it. As such, your letter (with your personal information removed) may be forwarded to the Chilling Effects Clearinghouse for publication. You must provide the following information in writing in your DMCA notice:
Identify the copyrighted work that you claim has been infringed;
Identify the material that is claimed to be infringing and where it is located on the Site;
Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and e-mail address;
Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA but do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the CallAtlas Website and/or terminate the Login Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
PAYMENT FOR SERVICES
11.1 The User shall pay for the Services by way of adding monetary balance to the App wallet (“Wallet Balance”).
11.2 The User unconditionally and expressly understands and declares that, in the event that the Wallet Balance becomes Nil, CallAtlas is unconditionally entitled to terminate the Services with immediate effect till such time the Wallet Balance is replenished by the User.
AUTO-CHARGE
By enabling the ‘Auto-Recharge’ feature on your Login Account’s ‘Billing Settings’ page you are explicitly authorizing CallAtlas to charge your credit card repeatedly, now and in the future, for the entire duration Auto-Recharge is enabled, to fund the balance of your Login Account based on your configured settings. The Auto-Recharge feature will automatically bill your default credit card when your Wallet Balance falls below the configured threshold for a pre-configured dollar amount you authorize when enabling the service. Example: When your Login Account balance falls below $-1, CallAtlas will automatically recharge your Login Account for Platform Fees or Committed Volume. You explicitly authorize CallAtlas to automatically or manually adjust your recharge threshold settings if is determined that the frequency of billing or billing amounts may cause issues with your credit card issuer. The Auto-Recharge functionality can be disabled anytime by going to your Login Account’s ‘Billing Settings’ and toggling the on/off switch.
REFUND POLICY
You agree and acknowledge that under no circumstances are your deposits or other payments with CallAtlas refundable for any reason. Once a deposit or other payment is made, those funds are no longer available in any form other than account credit to be spent on platform usage. This policy includes all means of funding, including charges utilizing the ‘Auto-Recharge’ feature.
In the rare event of system or clerical error, CallAtlas may authorize a refund, however you agree and acknowledge that a refund will only be made at the sole and final discretion of CallAtlas. You agree to be liable for any and all bank fees and charges in the event CallAtlas issues a refund on your behalf. By making a deposit or other payment on CallAtlas you explicitly waive your right for dispute or chargeback, and agree to not attempt to circumvent this Agreement in any way.
KNOW YOUR CUSTOMER
CallAtlas takes fraud seriously and requires all customers to provide ample documentation to prove that their billing information is true and accurate. You may be asked for government issued identification, address verification, billing information, phone confirmation, sms confirmation, proof of address, or any information that CallAtlas reasonably believes is necessary or prudent to collect from you in order to comply with any law, regulation, guidance, vendor policy, self-regulatory organization, bank requirements, or similar. If you are unable or unwilling to provide the requested information at any time, CallAtlas may suspend services or terminate your Login Account, and you agree to forfeit your CallAtlas balance.
FINES, PENALTIES AND REGULATORY FEES
In the event of misuse or abuse of the CallAtlas system, or it’s telecommunication partners, CallAtlas, it’s partners, or regulatory bodies may levy fines or fees against your Login Account. Should fines or fees be levied against your Login Account you explicitly authorize CallAtlas to bill your default billing method for whatever amount has been levied. By accepting this Agreement you take full responsibility for any fines, penalties or regulatory fees that may be levied on your Login Account and agree to pay any fines, penalties or regulatory fees immediately within 24 hours of notice.
FOREIGN USERS
CallAtlas makes no representation or warranty that the Services or any materials associated with the Services are appropriate, legal or available for use in locations other than the United States. If you access the Services from outside the United States, please understand that the Services may contain references and/or links to products and services that are not available or are prohibited in your jurisdiction. If you are a user who is a resident of a foreign country you agree, represent and warrant that
you have voluntary sought and established contact with CallAtlas,
you will not use, transmit, disseminate or upload any material or content, that would, or otherwise use the Services in any way that would, violate any applicable local, state or national laws or regulations of the foreign member’s country of residence;
under no circumstance shall CallAtlas be deemed liable under any laws other than the United States;
your participation is governed by United States law and subject to the arbitration and venue provisions stated herein; and
you consent to having your data processed in the United States pursuant to the terms of the Privacy Policy. You agree to indemnify, defend, and hold CallAtlas harmless from any damages, fines, or penalties arising from any use of the Services in your jurisdiction.
PERMITTED USE/DISALLOWED
By using or accessing the CallAtlas software platform you agree to not do the following:
Use Services in any way that violates an applicable law or regulation or that is criminal, including those regarding transmission of data or software.
Use the Services in any way that is abusive, is a scam, a collection of information by deceit, distributes malware, viruses or similar computer programs, or otherwise attempts to gain unauthorized access to or use of data, personal information, passwords, systems or networks.
Engage in any conduct that restricts or inhibits anyone’s use of CallAtlas Services or interferes with the Service or any network.
Use any other person’s or entity’s Login Account.
Export materials from the Services except as permitted pursuant this Agreement, any obligations owed to third parties and applicable law.
Send SMS messages to or call recipients who you do not have authority to contact.
Use Services in any manor that could disable, overburden, damage, interrupt or harm our ability to provide Services to our clients or end users.
Crawl, scrape or use a robot, spider, or other automated process or means to access Services for any purpose except via authorized access to APIs.
Resell the Services.
Attempt to, or evade any automated compliance services to bypass restrictions put in place to protect others advertising, marketing, or other activities that violate anti-spam laws, the Telephone Consumer Protection Act, Do-Not-Call Implementation Act, any Consumer Protection Acts or any other similar restrictive legislation in any jurisdiction regarding telemarketing or consumer marketing.
Use the Services in any manner that may be deemed harassment to others, including to transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, hoax, or any other form of duplicative or unsolicited messages, whether commercial or otherwise.
Use the Services in connection with deceptive advertising or misrepresentations of products or services.
Use click to call code.
Use the Services to transmit anything that that is unlawful (or likely to promote any unlawful activity), harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, fraudulent, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual), or otherwise objectionable material of any kind or nature, or which is harmful or attempting to be harmful to minors in any way.
Use the Services in connection with any fraudulent or illegal activity, including taking any actions that would be in violation of any applicable local, national or international law, regulation, or obligations or restrictions imposed by any third party.
Transmit or receive any information protected by the Health Insurance Portability and Accountability Act of 1996 or any other privacy law unless authorized and certified by CallAtlas to do so in writing.
Transmit materials or information which you do not have the right to transmit.
Use the Services to support or facilitate any illegal activities.
Use the Services to collect or process credit card information or transmit emergency dialing or SMS.
Use the Services to transmit or receive any material that infringes on the intellectual property rights of third parties without authorization.
Use the Services in violation of the Fair Housing Act, Title VIII of the Civil Rights Act of 1968)
Use the Services in violation for the propagation of any campaign on our prohibited list.
Acceptable Use Policy Resources:
Federal Communications Commission
Federal Trade Commission
CAN-SPAM Act of 2003 FTC Compliance Guide
Telephone Consumer Protection Act (TCPA) Rules
Do-Not-Call Implementation Act
National Do Not Call Registry
Fair Housing Act
CallAtlas takes violations of our Acceptable Use Policy and claims of harassment seriously. To report a violation or receive help please contact us immediately by clicking here.
TERMINATION
Subject to any separate Master Services Agreement between you and CallAtlas, CallAtlas reserves the right to terminate any Login Account, for any reason, at any time, without notice, without compensation or refund at the sole discretion of CallAtlas without appeal or recourse of any kind. By accepting this Agreement you explicitly agree that CallAtlas may terminate your Login Account at any time, without notice, without compensation or refund at the sole discretion of CallAtlas without appeal or recourse of any kind. You agree to honor any previous payments and remit any pending payables to CallAtlas in the event your Login Account is terminated. You agree explicitly to not dispute or ‘chargeback’ any transaction with your credit or debit card issuer and you authorize your credit or debit card issuer to automatically assign liability for any transactions, disputes or ‘chargebacks’ to you resulting in the reimbursement of such funds to CallAtlas and waive any legal rights to attempt to reclaim any funds remitted to CallAtlas. In the event of a termination no access to data will be provided to any user and you agree that all calls to phone numbers belonging to a terminated Login Account become property of CallAtlas to do with as we see fit. You agree to make no claim to any financial liability resulting from calls into a terminated Login Account. You understand and agree that CallAtlas will not honor any number porting requests for Login Accounts terminated for any reason.
TELEPHONE NUMBER PORTING
WHILE CALLATLAS IS PROVIDING SERVICES, YOU MAY PORT TELEPHONE NUMBERS INTO AND/OR OUT OF THE SERVICE; PROVIDED THAT YOU SHALL PROVIDE PRIOR WRITTEN NOTICE TO CALLATLAS PRIOR TO PORTING ANY NUMBERS, AND CALLATLAS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ASSIST IN CONNECTION THEREWITH. CALLATLAS MAY ASSESS REASONABLE PORT FEES ON A PER NUMBER BASIS IN CONNECTION WITH THE PORTING PROCESS; WHICH AMOUNTS SHALL BE IN ADDITION TO ANY OTHER FEES. CALLATLAS WILL DENY ANY PORT REQUEST THAT DOES NOT CONTAIN THE PROPER INFORMATION AS REQUIRED BY APPLICABLE LAW AND CALLATLAS SHALL HAVE NO LIABILITY FOR ANY INTERRUPTION OR POSTPONEMENT REGARDING THE SERVICES OR USE OF THE TELEPHONE NUMBERS THAT IS A RESULT OF A FAILURE BY YOU TO COMPLY WITH THE TERMS OF THIS AGREEMENT OR OTHERWISE PROPERLY PORT NUMBERS.
CONFIDENTAILITY
Definition of Confidential Information. “Confidential Information” means any nonpublic information that relates to the actual or anticipated business and/or products, research or development of CallAtlas its affiliates or subsidiaries, or to CallAtlas’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding CallAtlas’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of CallAtlas on whom you called or with whom you became acquainted), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by CallAtlas, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of CallAtlas, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which you can establish through documentary evidence (i) was publicly known or made generally available prior to the time of disclosure to you; (ii) becomes publicly known or made generally available after disclosure to you through no wrongful action or inaction of you; or (iii) is in the rightful possession of you, without confidentiality obligations, at the time of disclosure as shown by your then-contemporaneous written records.
NONUSE AND NONDISCLOSURE
You will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and you will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the use of the Services, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of CallAtlas. You may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, you shall provide prior written notice to CallAtlas and seek a protective order or such similar confidential protection as may be available under applicable law. You agree that no ownership of Confidential Information is conveyed to you. Without limiting the foregoing, you shall not use or disclose any CallAtlas property, intellectual property rights, trade secrets or other proprietary know-how of CallAtlas to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. You shall destroy or erase all of CallAtlas’s Confidential Information upon CallAtlas’s request. You agree that your obligations under this shall continue after the termination of this Agreement.
NONCOMPETITIVE USE
By using the CallAtlas Services, registering for the CallAtlas Website, or purchasing any product or Services CallAtlas has to offer you certify, represent, warrant, and agree you are not an owner of, employed, contracted, hired, financially compensated, engaged with or in any mutual understanding or contractual relationship with a person or entity in direct competition with CallAtlas whether under their direction or acting independently; provided that nothing herein shall prevent you from holding 1% or less of the stock of a publicly traded company. Doing so violates this Agreement and assigns unconditional ownership rights to any financial benefit, clients, relationships, software, idea, patent, trademark or intellectual property derived from a feature, similar feature, product, service, development, software, invention or idea created with information or skills learned using our Products or Services. By registering and using CallAtlas you agree you are authorized to enter into this Agreement and assign the preceding rights to CallAtlas. You agree during this Agreement and for 5 years following the expiration or termination of this Agreement that you shall not induce, entice, solicit, or assist in any manner any third party in inducing, enticing, or soliciting, employees or independent contractors of CallAtlas to end their employment or engagement with CallAtlas; provided that the foregoing shall not prevent a party from
employing, soliciting or engaging any employees or independent contractors who are no longer employed or engaged by CallAtlas at the time of first contact with them, or
engaging in general solicitations of employment and/or engagement not specifically directed at employees or independent contractors of CallAtlas and employing and/or engaging individuals that contact you as a result of any such general solicitation.
DISCLAIMERS
THE SERVICES AND CALLATLAS WEBSITE ARE PROVIDED BY CALLATLAS ON AN “AS IS” AND “AS AVAILABLE” BASIS. CALLATLAS MAKES NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE CALLATLAS SOFTWARE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CALLATLAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CALLATLAS DOES NOT WARRANT THAT THE SERVICES, ITS SERVERS, OR E-MAIL SENT FROM THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AS SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS, SOME OR ALL OF SUCH EXCLUSION MAY NOT APPLY TO YOU, BUT THE FOREGOING DISCLAIMER OF WARRANTIES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL CALLATLAS OR ANY OF ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS BE LIABLE (WHETHER IN AN ACTION ARISING FROM CONTRACT OR TORT) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, MULTIPLE-OF-EARNINGS, GOODWILL, USE, LOSS OF DATA, OTHER INTANGIBLE LOSSES, DIMINUTION IN VALUE, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES (EVEN IF CALLATLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY OTHER MATTER RELATING TO THE CALLATLAS WEBSITE, THE SERVICES AND/OR GOODS AND SERVICES OFFERED THEREBY, ANY DISCLOSURE OF INFORMATION PROVIDED TO CALLATLAS (EVEN IF SUCH DISCLOSURE IS CAUSED BY THE NEGLIGENCE OF CALLATLAS), EXCEPT TO THE EXTENT THAT SUCH IMPROPER DISCLOSURE IS DIRECTLY CAUSED BY THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF CALLATLAS, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, THE OCCURRENCE OF A FORCE MAJEURE EVENT INCLUDING, ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, RIOTS, ACTS OF WAR, TERRORISM, INSURRECTION, REBELLION OR EMBARGO, OR CREDIBLE THREATS OF ANY OF THE ABOVE, AND/OR ANY OTHER MATTER RELATING TO THE SERVICES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). IN NO EVENT SHALL CALLATLAS’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OTHERWISE EXCEED THE GREATER OF THE AMOUNT PAID FOR ANY SERVICES IN QUESTION DURING THE ONE MONTH PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless CallAtlas and its affiliates and their officers, directors, managers, members, partners, beneficial owners, employees, contractors, agents, licensors, service providers, subcontractors, consultants, advisors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of Services, any actual or alleged violation of law, and/or any actual or alleged violation of these Terms of Use and/or Privacy Policy. If you cause a technical disruption of the Services or the systems transmitting the Services to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. CallAtlas reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with CallAtlas in the defense of such matter. In the event CallAtlas does not assume such defense, you may not settle the applicable matter without CallAtlas’s prior written consent.
CHOICE OF LAW/ARBITRATION
This Agreement shall be governed by the laws of the State of Delaware without reference to its conflict of laws principles (but excluding the United Nations Convention on Contracts for the International Sale of Goods); provided, however, that the Uniform Computer Information Transactions Act will not apply even if adopted as part of the laws of the State of Delaware. If any dispute arises concerning the interpretation, validity, or performance of this Agreement or any of its terms and provisions, including but not limited to the issue of whether or not a dispute is arbitrable:
if the amount claimed by a party is equal to or less than the jurisdictional limit of the US$ 1,000 Small Claims Court, then the parties shall resolve such matter in the Delaware Small Claims Court, or
if the amount claimed by the party exceeds the jurisdictional limit of the US$ 1,000 Small Claims Court, then the parties shall submit such dispute for binding arbitration before a retired judge selected from JAMS/Endispute or any similar organization mutually acceptable to the parties. The parties shall mutually agree on one arbitrator from the list provided by the arbitrating organization; provided that if the parties cannot agree, then each party shall select one arbitrator from the list, and the two arbitrators so selected shall agree upon a third arbitrator chosen from the same list, which third arbitrator shall determine the dispute. The arbitration shall take place in Dover, Delaware and shall be conducted in accordance with the then prevailing rules of the arbitrating organization, except as set forth in this Section. The arbitrator shall have the power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, but the arbitrator may not order relief in excess of what a court could order. The arbitrator shall not have the authority to award punitive or exemplary damages or any other damages not permitted under this Agreement. The arbitrator shall prepare and provide the parties with a written award including factual findings and the legal reasoning upon which the award is based. The arbitrator shall not have the power to commit errors of law or legal reasoning or to make findings of fact except upon sufficiency of the evidence. Any award that contains errors of law or legal reasoning or makes findings of fact except upon the sufficiency of the evidence exceeds the power of the arbitrator and may be corrected or vacated as provided by applicable law. The arbitrator shall award costs and attorney’s fees in accordance with the terms and conditions of this Agreement. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator, or correct or vacate such award as provided by applicable law. The Parties understand that by agreement to binding arbitration, they are giving up the rights they may otherwise have to trial by a court or a jury and all rights of appeal, and to an award of punitive or exemplary damages. Pending resolution of any arbitration proceeding, either party may apply to any court of competent jurisdiction for any provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction but excluding any dispute relating to discovery matters, and for enforcement of any such order. The application for or enforcement of any provisional remedy by a party shall not operate as a waiver of the within agreement to submit a dispute to binding arbitration. Subject to the terms of this Section 24, the exclusive venue for any suit or proceeding brought as a result of this Agreement shall be the appropriate federal or state court in the State of Delaware and you hereby expressly consent to such exclusive jurisdiction and waive objections to venue therein.
NOTICE OF ARBITRATION AGREEMENT: This agreement provides that all disputes between you and CallAtlas will be resolved by BINDING ARBITRATION. You thus GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (EXCEPT for matters that may be taken to SMALL CLAIMS COURT). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are generally SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. FOR MORE DETAILS visit: http://www.adr.org/consumer_arbitration.
PRIOR NOTICE OF CLAIM
For all disputes you may have with CallAtlas or regarding the Services, you must first give CallAtlas an opportunity to resolve the dispute by providing written notification to legal@callatlas.io stating
your name,
your address,
a written description of your Claim, and
a description of the specific relief you seek. If CallAtlas does not resolve such a dispute within 30 days after it receives your written notification, you may pursue your dispute as set forth above in Section 24.
SUBPOENA EXPENSES
If CallAtlas has to provide information in response to a subpoena related to your account, then CallAtlas may charge you or your company for CallAtlas’s costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal processes as well as other costs incurred in complying with such legal processes.
ENTIRE AGREEMENT
Except for a Master Services Agreement entered into between you and CallAtlas, this Agreement constitutes the entire agreement between CallAtlas and you concerning your use of the CallAtlas Website and Services and supersedes all prior agreements (if any). The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement. In such an event, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. Neither CallAtlas nor you is an agent, joint venture, employee or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without CallAtlas’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing shall be null and void. Subject to the foregoing, the terms of this Agreement shall be binding upon assignees.
