CALL-LOGIC.COM SUBSCRIBER AGREEMENT
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CALL-LOGIC.COM, INCLUDING THE LIVE CALLER SERVICE AT CALL-LOGIC.COM (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
Welcome
As part of the Service, CALL-LOGIC.COM will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement, CALL-LOGIC.COM's Privacy Policy, and CALL-LOGIC.COM’s Terms of Use. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy Policy and Terms of Use; Disclosure
CALL-LOGIC.COM's Privacy Policy and Terms of Use may both be viewed at http://www.CALL-LOGIC.COM.
2. License Grant & Restrictions
Call Logic, LLC hereby grants you, on a monthly basis, a non-exclusive, non-transferable right to use the Service, solely for your own business use and purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Call Logic, LLC. Subscriber licenses cannot be shared or used by more than one person.
You may not access the Service if you are a direct competitor of the Service and/or Call Logic, LLC, except with Call Logic, LLC’s prior express written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
3. Your Responsibilities
You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign statutes, laws, rules, treaties and regulations in connection with your use of the Service, including those related to data privacy, international and domestic communications and the transmission of technical or personal data.
You shall: (i) notify Call Logic, LLC immediately of any unauthorized use of any password or account or any other known or suspected breach of security relating to the Service; and (ii) report to Call Logic, LLC immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you.
You shall not, without Call Logic, LLC’s express prior written consent (i) license, sublicense, sell, resell, lease, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics as the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You shall not: (i) transmit, communicate or send spam or otherwise duplicative unsolicited or other messages in violation of applicable laws; (ii) transmit, communicate, send or store infringing, obscene, pornographic, barrassing, abusive, threatening, libelous, or otherwise unlawful or tortious material, including, but not limited to, material harmful to children or violative of third party privacy rights; (iii) transmit, communicate or send any material that may infringe the intellectual property or proprietary rights or other rights of third parties, including trademark, copyright or right of publicity; (iv) transmit, communicate, send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, bots, bombs, scripts, agents or programs; (v) make, or cause or direct to be made, any call using the Service to: (A) any emergency telephone line; (B) the telephone line of any guest or patient room at a hospital, health care facility, home for the elderly, or similar establishment, (C) a paging service, mobile telephone services, or (D) any service for which the called party is charged for the call, (vi) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vii) impersonate another Service subscriber or attempt to gain unauthorized access to the Service or its related systems or networks in any manner, including, but not limited to, by providing false information to the Service; or (viii) use an artificial or prerecorded voice message in connection with your use of the Service.
4. Account Information and Data
Call Logic, LLC does not own any data, information or material that you submit to the Service in the course of using the Service ("Subscriber Data"); provided, that Call Logic, LLC has the right to own and assemble lists of subscriber information containing information other than credit card numbers, social security numbers. You, not the Service, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Subscriber Data, and the Service shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data. Upon termination of this Agreement, your right to access or use Subscriber Data immediately ceases, and Call Logic, LLC shall have no obligation to maintain or forward any Subscriber Data. You agree and acknowledge that Call Logic, LLC has no obligation to retain Customer Data.
5. Compliance with Laws and Rules
You agree that you are solely responsible for compliance with any and all laws, statutes, rules and regulations relating to your use of the Service, and you agree to abide by any and all laws, statutes, rules and regulations relating to your use of the Service.
You agree to familiarize yourself with any and all International, Federal, State, or local statutes, laws, rules and regulations governing your use of the Service and to periodically update yourself with respect to any changes to any such statutes, laws, rules and regulations.
You agree that you have familiarized yourself with and comply with the FTC's Telemarketing Sales Rule ("TSR"), the Telephone Consumer Protection Act of 1991, as amended ("TCPA") and with all applicable laws, including, but not limited to, federal and state rules relating to telemarketing. You agree that you are familiar with the rules and requirements related to the Federal Do Not Call Registry, as well as all State Do Not Call Registries.
You agree that you are familiar with all federal and state laws relating to the recording of telephone calls and wiretapping, including, but not limited to, all state criminal wiretapping statutes.
You acknowledge and represent that you have read the TSR, the TCPA, as well as any applicable regulations and any other applicable laws relating to telemarketing. You agree that when making outbound calls to consumers or receiving inbound calls from consumers, you will provide consumers with material information as specified in 310.3(a) of the TSR before the consumer pays for the goods or services that are the subject of the sales offer. You agree that you will not engage in credit card laundering as defined in Section 310.3(c) of the TSR. You agree not to engage in any misrepresentations regarding material information when soliciting charitable organizations under Section 310.3(d) of the TSR or when soliciting any other consumers. You agree not to engage in any abusive telemarketing acts or practices as defined in Section 310.4 of the TSR. In the event you violate any of the foregoing covenants and/or any provisions of the TSR, the TCPA and/or any other applicable laws relating to telemarketing, you agree to promptly notify Call Logic, LLC of such violations and to take all necessary and appropriate measures to resume compliance with your obligations under the TSR, the TCPA and/or any other applicable laws relating to telemarketing.
YOU AGREE TO INDEMNIFY Call Logic, LLC AND HOLD Call Logic, LLC HARMLESS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES (COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE), FINES, CHARGES, COSTS, EXPENSES, LOST PROFITS, ATTORNEYS' FEES, COURT COSTS, EXTRA WITNESS FEES, SETTLEMENT AMOUNTS, JUDGMENTS, AND LOSS OF REPUTATION OR GOODWILL AMOUNTS ARISING, RESULTING, SUSTAINED OR INCURRED, WHICH CAN OR MAY ARISE, RESULT, BE SUSTAINED OR INCURRED IN ANY WAY IN CONNECTION WITH ANY ACTUAL OR ALLEGED VIOLATION OR BREACH OF ANY STATUTE, RULE, LAW OR REGULATION BY YOU (OR ANYONE AFFILIATED WITH OR RELATED TO YOU OR ANY PERSON OR ENTITY THAT UTILIZES THE SERVICE USING YOUR SUBSCRIBER LICENSE), INCLUDING, BUT NOT LIMITED TO, THE TSR, THE TCPA AND/OR ANY OTHER RULES, LAWS, STATUTES OR REGULATIONS. THE FOREGOING INDEMNIFICATION IS IN ADDITION TO, AND NOT IN LIEU OF AND
THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
6. Intellectual Property Ownership
Call Logic, LLC alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Call-Logic.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and you hereby irrevocably assign any rights into any of the forgoing to Call Logic, LLC. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Call-Logic.com Technology and/or the Intellectual Property Rights owned by Call Logic, LLC. The CALL-LOGIC.COM name and logo, the Call-Logic.com name and logo and the service names associated with the Service are trademarks of Call Logic, LLC, and no right or license is granted to use them.
THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
7. Third Party Interactions
During use of the Service, you may enter into correspondence with and/or purchase goods and/or services from third parties through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party.
Call Logic, LLC shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. Call Logic, LLC does not endorse any websites on the Internet that are linked through the Service. Call Logic, LLC provides these links to you only as a matter of convenience, and in no event shall Call Logic, LLC be responsible for any content, products, services or other materials on or available from such sites. Call Logic, LLC provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
8. Charges and Payment of Fees
Fees, charges and billing terms relating to the Service may
be accessed in the pricing section at http://www.CALL-LOGIC.COM. You agree
to pay all fees or charges to your account, including, but not limited to, such
fees and charges for monthly licenses to use the Service (collectively,
“Service Fees”), in accordance with the fees, charges, and billing
terms in effect at the time a fee or charge is due and payable. Service
Fees are in U.S. dollars and are exclusive of all taxes, levies, or duties
imposed by taxing authorities. You shall be responsible for payment of
all such taxes, levies, or duties other than
All payment obligations are non-cancelable and all amounts paid are nonrefundable. Call Logic, LLC reserves the right to modify its fees, charges and billing terms relating to the Service at any time, upon at least 30 days’ prior notice to you, which notice may be provided by e-mail. All fees, charges and billing terms relating to the Service are confidential and you agree not to disclose them to any third party.
9. Billing and Renewal
Call Logic, LLC charges its Service Fees in monthly increments commencing on the Effective Date. Call Logic, LLC will charge your credit card for all such monthly increments in advance of the applicable monthly period and will e-mail you confirmation thereof.
You agree to provide Call Logic, LLC with complete and accurate billing and contact information. Call Logic, LLC subscribers who register to use the Service must provide Call Logic, LLC with their contact information, such as their name, company name, address, phone number, e-mail address, and financial qualification and billing information. Call Logic, LLC may ask for additional information such as title, department name, fax number or additional company information, such as annual revenues, number of employees or industry. You agree to update this information within 30 days of any changes thereto. If any information you have provided is false or fraudulent, Call Logic, LLC reserves the right to terminate your access to the Service in addition to any other legal remedies.
10. Non-Payment and Suspension
In addition to any other rights granted herein or provided by applicable law, Call Logic, LLC reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears) or you fail to pay any Service Fees. In the event of any termination of this Agreement, you will be obligated to pay the balance due on your account, including, but not limited to, any Service Fees. You agree that Call Logic, LLC may charge such Service Fees and/or other account balances to your credit card.
11. Term and Termination
This Agreement commences on the Effective Date. Either party may terminate this Agreement upon written notice to the other party; provided, that a written notice of termination must be sent via support ticket by the end of business (5PM CST), no less than one (1) days prior to your renewal date
Call Logic, LLC may immediately terminate this Agreement without notice to you in the event of a breach of any provision of this Agreement, including, but not limited to, a failure to satisfy your payment obligations hereunder and/or any unauthorized use of the Service. In such event, Call Logic, LLC may also terminate your account and your use of the Service.
12. Representations & Warranties
You represent and warrant that you have the legal power and authority to enter into this Agreement. You represent and warrant that you have neither falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
13. Indemnification
You shall indemnify and hold harmless Call Logic, LLC and its subsidiaries, affiliates, owners, memebers, shareholders, managers, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including, but not limited to, attorneys' fees and costs and expert witness fees and costs) arising out of or in connection with: (i) any claims that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) any breaches of any your representations and warranties contained in this Agreement; and (iii) any breaches of your obligations, responsibilities, covenants and agreements contained in this Agreement.
THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
14. Disclaimer of Warranties
Call Logic, LLC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. Call Logic, LLC DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15. Internet Delays
THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CALL LOGIC, LLC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability and Damages
IN NO EVENT SHALL Call Logic, LLC'S AGGREGATE LIABILITY FOR ANY REASON ARISING OUT OF THIS AGREEMENT OR THE SERVICE FROM ALL CAUSES OF ACTION OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, FRAUD, OTHER OTHERWISE) EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE ANY CLAIM.
IN NO EVENT SHALL Call Logic, LLC BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF Call Logic, LLC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
17. Notice
Call Logic, LLC may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in your Service account information, or by written communication sent by first class mail or pre-paid post to your address on record in your Service account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by e-mail). You may give notice to Call Logic, LLC (such notice shall be deemed given when received by Call Logic, LLC) at any time by any of the following: i) letter sent by confirmed facsimile to Call Logic, LLC at the following fax number: (314) 395-2351; or ii) letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Call Logic, LLC at the following address: 10024 Office Center Ave, Suite 202, St. Louis, MO 63128.
18. Modification to Terms
Call Logic, LLC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent and agreement to such changes.
19. Assignment
This Agreement may not be assigned by you without the prior written approval of Call Logic, LLC but may be assigned without your consent by Call Logic, LLC. Any purported assignment in violation of this section shall be void.
20. General
This Agreement supersedes any prior subscriber agreement between you and Call Logic, LLC relating to use of Service and such matters; provided, that you will also be subject to the CALL-LOGIC.COM Terms of Use, and the CALL-LOGIC.COM Privacy Policy. In the event any provisions of this Agreement are held to be invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of this Agreement. The failure of Call Logic, LLC to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
By accessing the Service you agree that the statutes and laws of the United States and the state of Missouri, USA, without regard to conflicts of laws principles, will apply to all matters relating to use of the Service, and you agree that any litigation shall be subject to the exclusive jurisdiction of the state or federal courts in Missouri, USA. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Call Logic, LLC shall be entitled to immediate injunctive and/or other equitable relief to prevent any anticipatory or continuing breach of this Agreement, or any part thereof, and to a decree of specific performance or similar equitable remedy, and to otherwise secure their enforcement, without the necessity of showing any irreparable injury or special damage, and you shall be estopped from contesting such remedy; provided, that nothing herein shall be construed as a waiver by Call Logic, LLC of any right it may have or hereafter acquire to monetary damages by reason of any injury to its property, business or reputation or otherwise arising out of any wrongful act or omission by you, or as a waiver of any other remedy it may have by law. In addition, Call Logic, LLC shall be entitled to recover reasonable attorneys'fees incurred in the enforcement of these covenants.
THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
21. Definitions
"Agreement" means this Subscriber Agreement and any materials available on the CALL-LOGIC.COM website specifically incorporated by reference herein, including, but not limited to, the CALL-LOGIC.COM Privacy Policy, and the CALL-LOGIC.COM Terms of Use. Such materials, including the terms of this Agreement, may be updated by Call Logic, LLC from time to time in its sole discretion.
“Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service.
"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service.
"Call-Logic.com Technology" means all of Call Logic, LLC’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you through the Service.
"Effective Date" means the date this Agreement is accepted by selecting the "I Accept" option.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@CALL-LOGIC.COM.