Terms and Conditions
Effective Date: September 1, 2023
This online terms and conditions (“Terms and Conditions”), by and between You, as a customer of this service (“You”, “the Customer”), as defined under these Terms and Conditions, and CallCurrent, Inc., a Delaware corporation with principal office at 919 North Market Street, #950 Wilmington DE 19801, United States of America (“OMNIVOICE”), together with any and all applicable Order Form(s), purchase orders, schedules, exhibits (collectively, the “Agreement”) constitute a legal and binding agreement between OMNIVOICE and You and set forth the terms pursuant to which You may access and/or use the Services, as defined. OMNIVOICE and You may be individually referred to as a “Party”, and collectively as “Parties”. All references to “You” and “the Customer” in these Terms and Conditions mean the person accepting these Terms and Conditions as an individual or the legal entity for which the representative is acting.
By checking the checkbox on the signup page when subscribing to the Services, entering into an Order Form or otherwise using and/or permitting any User to access and/or use any of the Services or accessing OMNIVOICE website, You : (i) affirms that it has read, agreed and will comply with this Agreement; (ii) affirms that the representative of the Customer is at least eighteen (18) years of age and has the required authority to enter into this Agreement on behalf of the Customer, and to bind the Customer to these Terms and Conditions.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT CHECK THE CHECKBOX ON THE SIGNUP PAGE OR SIGN THE ORDER FORM, USE ANY OF THE SERVICES.
“Administrator” means the individual(s) who have been granted the right by Customer to set up the account, have access to control settings, and have greater control over the Users roles and permissions.
“Affiliate” means any entity that directly or indirectly controls is controlled by, or is under common control with the subject entity.
“Applicable Law” means any and all law, statute, regulation, rule, ordinance, treaty convention, and/or court or administrative order or ruling of any governing body with jurisdiction over the Service, the Customer, and/or the Customer’s use of the Services.
“User” means individual(s) who are employees, contractors, or agents of the Customer, and have been given access to the OMNIVOICE Account.
“Confidential Information” shall include but is not limited to any and all information, data, ideas, marketing information, marketing methods, customer lists, financial information, and business strategies in any and all forms, formats, and mediums, in writing orally or through other means, whether identified as confidential or not that arises from or relates to a Party, its business, business plans, procedures, finances, owners, officers, employees or agents. A Party’s Confidential Information shall not include information that (a) is or becomes a part of the public through no act or omission of the other Party; (b) was rightfully in the possession of the other Party or was known by it prior to its disclosure; (c) is independently developed by the Receiving Party without the use of any Confidential Information of the other Party; (d) was or is provided by the Disclosing Party to third parties without restriction on disclosure, and (e) is required to be disclosed by law or by request of any government or regulatory authority.
“Customer” means, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity on behalf of which such individual is accepting this Agreement or the entity indicated in the Order Form.
“Customer Data” means any data, content, or materials that the Customer, Administrator(s) and User(s) uploads into, enters into, or submits to the Service including from Third-Party Integrations. For clarification, Customer Data excludes Usage Data.
“Documentation” means OMNIVOICE’s user manuals, help articles and guides relating to the Service provided by OMNIVOICE to Customer.
“Effective Date” means the date on which the Customer subscribes to the Service or the date mentioned in the Order Form.
“Feedback” means any suggestions or idea for modifying the Service or a portion of the Service including without limited to intellectual property rights in any such suggestions or idea.
“OMNIVOICE Account” means the account established by OMNIVOICE and associated with the Customer pursuant to entering this Agreement, or an Order Form.
“OMNIVOICE Number” means the phone number allotted to the Customer.
“Order Form” means the ordering document from OMNIVOICE detailing the Service to be provided to the Customer.
“Plan” means any of the subscription plans made available to the Customer that the Customer may select either via the OMNIVOICE Account or the website, or by executing an Order Form including OMNIVOICE Numbers, as applicable.
“Service” means any and all services made available to Customer by OMNIVOICE from time to time under this Agreement.
“Website” is defined as the website www.omnivoice.ai
“Usage Data” means the data regarding applications utilized with the Service, configurations, log data, and the performance results for the Service.
“Third-Party Products” means any products, content, services, information, websites, Integrations, or other materials that are owned by third parties and are incorporated into or accessible through the Service.
2. Services Offered
2.1 OMNIVOICE provides online-based phone solutions and services that include the ability to make, receive, forward voice calls, record and transcribe such calls, and send and receive messages, in each case to/from OMNIVOICE Number from/to a telephone number in accordance with the Plan chosen by the Customer. OMNIVOICE can integrate with various Third-Party Products that are not affiliated with OMNIVOICE.
2.2 OMNIVOICE does support emergency calls, however, emergency 911 Services provided by OMNIVOICE differ from emergency calling services provided by a traditional telephone company. These differences may have an adverse impact upon the ability or timeliness of 911 responders to respond to or assist You or others in the event of an emergency.
You represent and warrant that you have made and will maintain at all times wireless or traditional wireline telephone service that will enable you to call 911 and any other applicable emergency service number. You represent and warrant that you will not use the Services in environments requiring fail-safe performance or in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage.
OMNIVOICE policy governing the provision of emergency services is available here.
3. Quality and Maintenance
3.1 Minimum Disruptions. OMNIVOICE shall use reasonable endeavors to provide the Service with minimum disruptions. OMNIVOICE cannot guarantee that the Service will always function without any disruptions, interruptions or delays. Since the Service will be transmitted through public internet lines and the public switched telephone network, there may be power outages of internet service disruptions and the Customer may experience some disruptions that can interfere with quality service. OMNIVOICE does not warrant full availability of any type.
3.2 Support Services. OMNIVOICE will provide standard support services to resolve technical issues with, and answers queries regarding the use of the Service for purchased Service Customers at no additional cost.
3.3 Upgrades. OMNIVOICE may change technical features in order to keep pace with the latest demands and technological developments or to comply with any Applicable Laws without obtaining the Customer’s written pre-approval. OMNIVOICE may also have to repair, improve, and/or upgrade, or fixes for the Service and this may require us to restrict, limit, suspend, interfere and/or interrupt the Service at any time in our sole discretion including in the event of an emergency. OMNIVOICE shall endeavor to provide the Customer will advance notice where practicable and carry out such maintenance, where possible, outside of regular business hours.
3.4 Login Details. The Customer acknowledges and agrees that the Customer’s Users access to the Service is protected by an identification system that requires each User to choose a unique password and username (“Login Details”). It is the responsibility of the Customer and the User to maintain the confidentiality of the Login Details, and not disclose or share the Login Details with any third party, and that the Login Details are kept private and confidential. Any use of such Login Detail shall therefore be deemed to be made by the Customer and/or its Users. The Customer and/or its User is responsible for immediately notifying OMNIVOICE of any Authorized use of the OMNIVOICE Account, or breach of the OMNIVOICE Account’s Login Details to take all necessary steps to prevent or terminate the fraudulent use of the OMNIVOICE Account and/or the Service. OMNIVOICE shall not be liable for any loss that the Customer may incur as a result of unauthorized use of the Login Details with or without your knowledge.
4. Intellectual Property and License
4.1 Limited License. Subject to the terms of this Agreement, and the Customer’s, Administrator(s) and Authorised User(s) continued and full compliance with the terms of this Agreement, OMNIVOICE grants to Customer, Administrator(s), and User(s), during the Term, a limited, revocable, nonexclusive, non-transferable and right to access and use the Service and the Website solely for its internal business purposes.
4.2 Restrictions. The Customer shall not and cause its Administrator (s) and/or User(s) to refrain from any unauthorized use, directly on indirectly, including but not limited to:
(a) sublicense, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Service, or any part thereof available to any third party other than Administrator(s) and/or Users;
(b) modify, reverse engineer, decompile or disassemble, make derivative works of the Service or any party thereof, and shall not build a similar or competitive product or service;
(c) permit other third parties to use the Service, including but not limited to shared use via a network connection except under the terms of this Agreement;
(d) rent, lease, loan, sublicense, distribute or otherwise transfer rights to the Service, or any party thereof available to any third party other than Users;
(e) circumvent or disable any technological features or measures in the Service;
(f) attempt to, or in conjunction with any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in a content file or other work protected by copyright law in any jurisdiction.
(g) use the Website, Service, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
OMNIVOICE reserves its right to suspend or terminate access to the Service in the event the Customer and/or Administrator(s) and/or User(s) is found using the OMNIVOICE Account in violation of Clause 4.2 (Restrictions).
4.3 OMNIVOICE Ownership. Customer agrees that OMNIVOICE owns all rights, titles and interests in and to all Intellectual Property rights in the Service, the Website, the Documentation, as well as any content herein. All rights not expressly granted to the Customer are reserved by OMNIVOICE. OMNIVOICE owns the Usage Data derived from the operation of the Service. Nothing contained herein shall prevent OMNIVOICE from utilizing the Usage Data for purposes of providing and maintaining, delivering, and/or improving the Service provided that any data so used shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer to any third party. OMNIVOICE reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the OMNIVOICE Intellectual Property
4.4 Customer Data. OMNIVOICE agrees, as between the Parties, the Customer retains all rights, titles, and interests in and to all Intellectual Property rights in the Customer Data. Customer acknowledges that OMNIVOICE is not responsible for the creation, content, or use of the Customer Data by Customer or any third party. Customer grants OMNIVOICE, its affiliates, and applicable contractors a limited-term license to host, copy, use, transmit, store and display any product integration for the Customer using the Service and the Customer Data as appropriate to provide and ensure proper operation of the Service and associated systems in accordance with the Agreement. If the Customer chooses to use a Third-Party Product with the Service, then the Customer allows the Third-Party Product to access Customer Data as appropriate. Use of any such Third-Party Product are subject to the terms and conditions such Third-Party Product, and Customer warrants that Customer has agreed to such terms independently from their use of OMNIVOICE Website and Service Customer warrants that it owns or has acquired the necessary licenses to grant OMNIVOICE the above license to use Customer Data.
4.5 Use of Trademarks. The Customer grants OMNIVOICE the right to use and reproduce the Customer’s name, logo and trademark to identify Customer as a OMNIVOICE customer on the Website and other marketing materials. In the event, the Customer does not agree with the use of the Customer’s name, logo and /or trademark to identify the Customer as a OMNIVOICE customer or that the use of Customer’s name, logo and/or trademark is not in line with the Customer’s branding or similar guidelines, the Customer shall notify OMNIVOICE at the email address email@example.com.
4.6 Feedback. All Feedback given by the Customer to OMNIVOICE shall be used without restriction or obligation. All Feedback is provided “as is” and OMNIVOICE will not publicly identify the Customer as the source of Feedback without the Customer’s permission. The Customer has agreed to not treat any Feedback given to OMNIVOICE as Customer’s Confidential Information, Intellectual Property or its trade secret, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict OMNIVOICE’s right to use, profit from, disclose, publish, keep secret or otherwise exploit Feedback, without compensating or crediting the Customer.
4.7 Third-Party Information. OMNIVOICE may disclose, distribute, reference or communicate third-party Information in connection with the Service. OMNIVOICE is not responsible for and does not endorse, sponsor, or review this third-party Information and hereby disclaims all liability for the same.
4.8 Documentation License. Subject to the terms and conditions contained in this Agreement, OMNIVOICE hereby grants the Customer a non-exclusive, non-sublicensable, non-transferable license for Administrator(s) and User(s) to use the Documentation during the Term solely for your internal business purposes in connection with use of the Website and Service.
4.9 Downloadable Software. Use of the Website and Services may require or include use of downloadable software. OMNIVOICE grants the Customer a non-transferable, non-exclusive, non-assignable, limited right for Administrator (s) and/or User(s) to use downloadable software we provide as part of the Website and Services in accordance with the End User License Agreement that accompanies such downloadable software. Any Third-Party Products that consist of downloadable software are subject to the terms of such Third-Party Product.
5.1 Restricted Activities. The Customer and/or Administrator(s) and/or User(s) are responsible for any use of OMNIVOICE. Any and all access and use of the Service must be in compliance with the following Acceptable Use Policy (“AUP”). Customer must not and cause its Administrator(s) and/or Users not to use OMNIVOICE to:
(a) violate any laws, regulations, governmental orders, industry standards, or published policy, or any applicable third-party policy including upstream provider’s acceptable use policies, industry code of conduct, or requirement communicated or otherwise made available by OMNIVOICE, telecommunications providers’ requirements or guidance in any applicable jurisdiction including that require (i) consent to be obtained prior to transmitting, recording, collecting or monitoring data or communications or (ii) compliance with opt-out requests for any data or communications;
(b) violate or infringe on Intellectual Property, privacy or rights of another;
(c) to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, or objectionable in the recipient’s jurisdiction including content or communication which OMNIVOICE determines (i) is false or inaccurate; (ii) is hateful or encourages hatred or violence against individuals or groups; (iii) could endanger public safety, or (iv) the sale or promotion of prohibited substances, prescription medicines or prohibited goods;
(d) to transmit or store any content or communications that is sexually explicit, pornographic, obscene, or other content which is objectionable in OMNIVOICE’s sole discretion;
(e) to sell, trade, resell or otherwise exploit OMNIVOICE account for any unauthorized commercial purpose;
(f) stalk, harass, harm another individual or impersonate another individual, misrepresent or falsely identify, engage in spamming, phishing or pharming;
(g) to engage in fraudulent activity with respect to third parties or otherwise using the OMNIVOICE Account to bypass phone identification systems;
(h) to engage in spamming or other unsolicited advertising, marketing or other activities in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted phone calls or text messages;
(i) to engage in unauthorized commercial activities and/or sales and unsolicited marketing or other activities that violate anti-spam laws and regulations including CAN-SPAM Act of 2003, the Telecom Consumer Protection Act of 1991 (“TCPA”) Rules, Do-Not-Call Implementation Act or any other similar or analogous anti-spam, data protection or privacy related legislations in other jurisdictions;
(j) to use any robot, spider, another automatic device, or manual process to monitor, copy or ‘scrape’ web pages or the content contained in the website or for any other unauthorized purpose without our prior written consent;
(k) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service;
(l) to decompile, reverse engineer, or disassemble the software or attempting to do so;
(m) perform automated communications or engage in abusive practices including enabling robocalls, bulk call-in lines, auto-dialing, ‘predictive’ dialing, or bulk messages in violation of any Applicable Laws including but not limited to TCPA;
(n) send messages relating to (i) high-risk financial services, including but not limited to payday loans, short term high-interest loans, third-party loans (third party means originating from any party other than the one which will service the loan), student loans, cryptocurrency; (ii) third-party lead generation services that buy, sell or share customer information; (iii) debt collection or forgiveness including but not limited to third-party (i.e., originating from any party other than the one who is owed the debt) debt collection, debt consolidation, debt reduction, credit repair programs; (iv) ‘Get rich quick’ scheme including but not limited to deceptive work from home programs, risk investment opportunities, pyramid schemes; (v) sale, promotion or offering for sale cannabis, CBD or vape products, regardless of whether the messages explicitly contain cannabis terms, images or links to cannabis websites; (vi) sale, promotion or offering for sale prescription drugs; (vii) sale or promotion of gambling including but not limited to casino apps and gambling websites; (viii) sale or promotion or offering for sale firearms or explosives;
(o) send any communications on behalf of, or purporting to originate on behalf of OMNIVOICE;
(p) trunk or forward Customer’s OMNIVOICE Number to another phone number capable of handling multiple simultaneous calls or text messages;
(q) violate any term of the Fair Usage Policy (“FUP”).
5.3 Messaging and Call Recording Compliances. Notwithstanding anything set forth in this Agreement, and in addition thereto, Customer’s use of the messaging feature of the Service, must comply with all consent/opt-in requirements, ongoing consent requirements, opt-out/unsubscribe requirements, and correct identification of sender requirements as mentioned in any and all local laws, regulations, and third-party policies. Further, notwithstanding anything set forth in this Agreement and in addition thereto, Customer’s use of the call recording functionality must comply with any and all local laws and regulations including local notice requirements. Further, the Customer shall process any do not call or do not text requests in accordance with the local laws, regulations and third-party policies.
5.4 Breach of Acceptable Use Policy or Fair Use Policy. In the event, the Customer breaches any of the terms of the AUP, FUP, OMNIVOICE may immediately suspend or terminate all or part of the access of the Service and/or the Agreement and report and share relevant information of any activities deemed illegal or against applicable laws and regulations to the appropriate authorities in accordance with applicable data privacy laws and regulations. In addition to the restrictions mentioned in the AUP, and FUP, OMNIVOICE reserves the right to impose limits on the Customer’s and its Users’ usage of the Service. The Customer acknowledges that OMNIVOICE may, but is not required to, pre-screen any messaging content but OMNIVOICE shall have the right, in their sole discretion, to pre-screen and/or refuse the transmission of any messaging content that violates the AUP, and FUP and this Agreement.
6. OMNIVOICE Phone Numbers
6.1 Allocating OMNIVOICE Numbers. As part of the Service, OMNIVOICE may make available OMNIVOICE Numbers to Customer in multiple countries. Customer acknowledges that the provision of OMNIVOICE Numbers is subject to applicable numbering rules and regulatory practices applicable in the countries where Customer, Administrator(s) and/or Users are located and the relevant countries from where the OMNIVOICE Number was purchased and these may change or be amended from time to time. OMNIVOICE reserves the right to change the terms related to OMNIVOICE Numbers accordingly, including but not limited to imposing or amending local residency requirements and/or requiring additional user information for continued access to the selected OMNIVOICE Numbers. The Customer can purchase and allocate OMNIVOICE Numbers to their OMNIVOICE Account subject to allocation requirements displayed upon subscription to the OMNIVOICE Numbers. The Customer cannot assign, transfer, rent, or sell any OMNIVOICE Numbers.
6.2 Suspension of OMNIVOICE Numbers. The Customer is responsible for compliance with any and all Applicable Law and the terms of this Agreement including such applicable allocation requirements. The Customer is responsible for notifying the Administrator(s) and/or User(s) about the compliance with any and all Applicable Law and the terms of this Agreement. OMNIVOICE reserves the right to suspend or cancel the allocated OMNIVOICE Number in the event of any breach of any Applicable Law and/or the terms of this Agreement without penalty and without prejudice to its rights to claim damages therefore. In addition, Customer shall remain liable for any Fixed Fees incurred as a result of such suspended or cancelled OMNIVOICE Number(s) and may be held liable for the use of the suspended or cancelled OMNIVOICE Number(s) not in compliance with Applicable Laws, and/or the terms of this Agreement.
6.3 Portability. OMNIVOICE allows, at the Customer’s written request, to port in a number or port out a OMNIVOICE Number according to Applicable Laws and the applicable technical and geographical eligibility conditions. To port a number into the OMNIVOICE Account, the Customer must follow all the steps indicated by OMNIVOICE and provide all information requested by OMNIVOICE, which must be correct and complete. If the Customer wishes to port out the OMNIVOICE number to another provider, the Customer must have subscribed to a paid plan of the Service. Further, while OMNIVOICE does not charge a one-time fee for porting in and out the OMNIVOICE Number, it is the responsibility of the Customer to inquire from their existing or future provider about any fees for portability.
7. Pricing, Billing and Refund Policy
7.1 Free Trial. Customer may elect to try the Service at no cost for trial period of not more than 7 days, from the Effective Date or such additional trial period as OMNIVOICE may grant Customer on a case-by-case basis in its sole discretion (“Free Trial”). OMNIVOICE reserves the right, at any time, to add any restrictions or limitations to the Free Trial without prior notice to the Customer. Customer may request a current list of restrictions and limitations for Free Trial. OMNIVOICE offers no warranty, or indemnity for Free Trials, and its liability for Free Trials will not exceed USD 100.
7.2 Fixed Fees. Customer may select a Plan on a monthly basis either from their OMNIVOICE Account or by entering into an Order Form. The fees to be paid by the Customer that are associated with the Plan selected by the Customer are indicated on the Website (“Fixed Fees”). Any fees associated with Additional OMNIVOICE Numbers and/or any add-on features, any one time fees, or any other charge(s) relating to calling and messaging, shall be deemed Fixed Fees and will be invoiced at the same Billing Frequency as mentioned in the Order Form payable in advance. For clarity, using OMNIVOICE will not incur charges to the Customer’s personal voice plan unless calls are redirected to a mobile located in a foreign country. In that case, the operator will charge its standard rates for roaming on inbound calls. Further, if the Customer uses the Service from a device using mobile data connection, then the inbound and outbound calls will use a part of the data allowance as per the personal data plan.
7.3 Usage Fees. Any fees associated with inbound and outbound messaging are not included in the Fixed Fees, and such fees collectively are “Usage Fees”. The Customer will be required to comply with the messaging requirements and regulations prior to enabling Messages feature at additional cost. Customers may request the Messages feature by sending a request to firstname.lastname@example.org.
Further, Customers with Included Minutes and Messages feature is subject to Fair Usage Policy which is hereby incorporated by reference into these Terms and Conditions.
7.4 Payment. By providing valid credit or debit card information and/or PayPal/ApplePay account information (‘Payment Method’), the Customer expressly (a) authorizes OMNIVOICE and/or any other company acting as a billing agent for OMNIVOICE to (a) charge the Payment Method for fees corresponding to Fixed Fees at the billing frequency chosen by Customer either while selecting the Plan from the Website or as specified in the relevant Order Form; and (b) for any and all other fees in connection with the Service including purchasing Credits and to continue attempting to charge and/or place holds on such Customer’s Payment Method until such amounts are paid in full. The Customer expressly agrees to provide OMNIVOICE with updated Payment Method information upon OMNIVOICE’s request and any time the information previously provided is no longer valid. The Customer is solely responsible for maintaining and updating the Payment Method information. Customer shall be solely responsible for the consequences of any expired or incomplete Payment Method information and insufficient funds to pay invoices including charges incurred as a result of such attempts to charge. Unless otherwise stated on the invoice or the Order Form, payment is due in full in advance upon receipt of the invoice. If the Plan selected by the Customer includes a predetermined allotment of services (for example, a promotional addition of Credits for no extra cost), unless otherwise specifically provided as a part of such Plan, any unused allotment of such services from one billing cycle will not carry over to any future billing cycle. The Customer agrees that it shall be responsible for any and all fees, if any, associated with payment of invoices to OMNIVOICE. OMNIVOICE may bill the Customer in a format as OMNIVOICE determines from time to time. OMNIVOICE uses Stripe in the event the Payment Method is a credit or debit card, and the terms can be found here.
7.5 Acceleration and Late Fees. If any charge or fees owed by the Customer under this Agreement is thirty (30) days or more overdue, OMNIVOICE may, without limiting its other rights and remedies, accelerate the Customer’s unpaid fee obligations under the Agreement so that all such obligations become immediately due and payable. In addition, the Customer acknowledges and agrees that for any amount(s) that are not paid by the due date, OMNIVOICE may charge a late payment fee equal to 1.5% of the Customer’s outstanding balance per month, or the maximum rate permitted by law, whichever is highest. OMNIVOICE shall be entitled to charge the Customer all costs or fees associated with recovering the outstanding amounts due under the Agreement.
7.6 Taxes. Unless otherwise stated, the pricing does not include taxes, levies, duties, or assessments including value-added, sales, use or withholding taxes assessable by any local, state, or provincial authorities (“Taxes”). The Customer is responsible for paying all applicable Taxes associated with the purchases hereunder.
7.7 Refunds. The Customer is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of non-use of Service, upgrade or downgrade of Plans refund, and decreasing OMNIVOICE Number(s) or other add-on feature during a billing cycle. All refund-related requests will be governed by our Refund Policy.
8. Protection of Data
OMNIVOICE will take commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer’s Data, complying in any case with Applicable Laws and regulations as well as any data processing agreement or addendum as concluded between the Parties. OMNIVOICE shall use reasonable efforts to ensure ongoing compliance with Applicable Laws and regulations and ensure the maintenance of a state-of-the-art security infrastructure.
9.1 Obligation of Confidentiality. Each Party (“Receiving Party”) shall not, without the other Party’s (“Disclosing Party”) prior written consent, disclose or permit the disclosure of any Confidential Information provided by the Disclosing Party to the Receiving Party under or in connection with this Agreement, except that the Confidential Information may be disclosed to the Receiving Party’s employees, Affiliates, subcontractors or professional advisors to the extent necessary to carry out its duties and obligations under this Agreement. The Parties (including their respective employees and agents) agree to hold each other’s Confidential Information in confidence during the Term of this Agreement and for three (3) years thereafter. The Parties further agree not to disclose or make any Confidential Information of the other Party available in any form to any third party other than its employees, Representatives, Affiliates, legal counsel, professional advisors, consultants, accountants on a need-to-know basis or to use it for any purpose other than the implementation of this Agreement.
9.2 Compelled by Law. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall provide prior notice of such compelled disclosure and reasonable assistance, at the other party’s cost if the other party wishes to contest the disclosure.
9.3 Return of Confidential Information. Upon termination or expiration of the Agreement, each Party shall, upon the other Party’s instructions, return to the other Party, or destroy, the Confidential Information and any copies thereof.
10.1 Customer Warranty. Customer warrants that Customer own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Website and Service are in compliance with the AUP.
10.2 DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT THE SERVICES ARE BEING PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’, AND EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, OMNIVOICE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. OMNIVOICE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY PORTION OF THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, CONTINUOUS, ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES OMNIVOICE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE SERVICES BEYOND SUCH TERMS AS SET OUT IN THE SLA ANNEXED HERETO. THE CUSTOMER ALSO ACKNOWLEDGES AND AGREES THAT OMNIVOICE CANNOT GUARANTEE THAT IP BASED COMMUNICATIONS ARE COMPLETELY SECURE, ERROR OR VIRUS-FREE.
11. Limitations of Liability
CUSTOMER AGREES THAT OMNIVOICE WILL NOT BE LIABLE FOR ANY (1) USE OF THE SERVICES, (2) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL INCLUDING, BUT NOT LIMITED TO ANY ERRORS OR TECHNICAL ISSUES OF ANY DOMAIN NAME REGISTRY OR OTHER THIRD PARTY PROVIDER, (3) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (4) OR LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD.
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) OR FOR ANY FINANCIAL OR ECONOMIC LOSS OR FOR LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR SIMILAR LOSSES, LOSS OF ANTICIPATED SAVINGS OR LOSS OR CORRUPTION OF DATA OR INFORMATION, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO EVENT WILL THE COLLECTIVE LIABILITY OF OMNIVOICE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, ATTORNEYS, AND BUSINESS PARTNERS TO ANY PARTY, REGARDLESS OF THE TYPE OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TOTAL AMOUNTS PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM GIVING RISE TO SUCH DAMAGES. Any cause of action the Customer may have with respect to its use of the Website and Service must be commenced and provided to OMNIVOICE within one (1) year after the claim or cause of action arises or it shall be deemed waived by Customer.
12. Assumption of Risk
The Customer uses the Internet solely at its own risk and subject to all applicable local, state, national, and international laws and regulations. While OMNIVOICE has endeavored to create a secure and reliable Service, please be advised that the confidentiality of any communication or material transmitted to/from a Service over the Internet cannot be guaranteed. Accordingly, OMNIVOICE is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Website, or for the consequences of any reliance on such information. OMNIVOICE shall have no liability for interruptions or omissions in Internet, network or hosting services. The Customer assumes the sole and complete risk of using the Service. Any material downloaded or otherwise obtained through the use of the Service is done at the Customer’s own discretion and risk. The Customer will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material.
13. Compliance with Laws
The Customer will use the Service in full compliance with all applicable laws and regulations with regard to the use of the Service including, without limitation, US federal laws, individual state laws, international laws and all other laws and regulations concerning privacy, call recording, telemarketing, Internet marketing and the transmission of electronic communications. The Customer will not use the Service in violation of any service agreement that it may have with a third-party telecommunications provider. If necessary and in accordance with applicable law, OMNIVOICE will cooperate with local, state, federal, and/or international government authorities to protect its Website, Materials, Content, Services, Accounts, visitors, customers, its parents, subsidiaries, affiliates and their respective members, managers, directors, officers, employees, stockholders and agents and operational providers, from the unauthorized use of its Website, Materials, Content, Services and Accounts.
The Customer shall, at its own expense and subject to the limitations set forth in this Clause, indemnify and defend OMNIVOICE and its Affiliates from and against any and all third-party claims arising out of (a) Customer’s breach of the terms of this Agreement and accompanying policies, (b) claims of violation of any laws, regulations or rights of a third party by the Customer, (c) claims related to Customer Data and/or claims relating to data transferred to the applications of third parties or (d) claims that arise from the actions of the Customer, Administrators and/or Users in connection with their use of the Service, and hold OMNIVOICE harmless from and against any and all liability, losses, damages, and costs (including attorneys’ fees) or agreed in settlement by Customer resulting from such claims.
15. Term and Termination of License
15.1 Term. The term of this Agreement shall begin on the Effective Date and continue until the expiration of the Plan term, or as mentioned in the Order Form, or unless terminated earlier in accordance with the terms of this clause (“Term”). The Term of the Plan starts on the date of subscribing to a Plan or as mentioned in the Order Form and will continue for the duration set forth.
15.2 Automatic Renewals. The Term shall automatically renew for successive periods of the same duration unless the Customer provides a notice of non-renewal to OMNIVOICE no less than (15) days prior to the end of the current period of the Plan Term.
You may terminate the Service or your account by calling OMNIVOICE customer service at +1 (888) 887-8883 during working hours (5 am to 5 pm PST) 7 days a week. Upon receiving verification of your account, we will terminate the Service or your account.
We reserve the right, in our sole discretion, to modify, suspend or terminate the Service or your account without notice as a result of your Default. We reserve the right to determine, in our sole discretion, what constitutes a Default and you agree that our determination is final and binding on you. In the event of a Default, you will pay us all outstanding charges and unbilled charges and will reimburse us for all attorney, court, collection and other fees and costs we incur in the enforcement of our rights under these Terms and Conditions.
In the event that you wish to port a Number(s) to another service provider, you must notify OMNIVOICE about requesting a port out by calling OMNIVOICE customer service at +1 (888) 887-8883 during working hours (5 am to 5 pm PST) 7 days a week. You remain responsible for paying for the Service till the port is completed. OMNIVOICE does not charge porting fees.
Termination for nonpayment.
When you subscribe to Services, You will provide us with a valid payment method, such as a valid credit card, debit card (including proper billing information), PayPal or Apple Pay account (“Payment method”) and, if applicable, authorize us to collect from your payment method. Any authorization will remain valid until thirty (30) days after you terminate our authority to charge your payment method. Upon termination, we will charge you any fees and any other outstanding charges and disconnect your Service.
If the credit card or other payment method on your Account is declined or fails for any reason, OMNIVOICE will use reasonable efforts to contact you and advise you of the failed billing attempts. Notwithstanding the foregoing, OMNIVOICE reserves the right to disconnect your Service and terminate your Account if your Payment method is declined or fails for any reason, and OMNIVOICE reserves the right to continue to attempt charging your credit card, or PayPal or Apple Pay account for any outstanding Service charges and additional fees and pursue any other legal remedies available to OMNIVOICE.
UPON TERMINATION FOR ANY REASON, ALL UNUSED CALLING CREDITS, MESSAGES CREDITS, AND INTERNATIONAL CALLING CREDITS SHALL EXPIRE IN THEIR ENTIRETY ON THE TERMINATION DATE. NO REFUND, TRANSFER OR PRORATION SHALL BE MADE OF ANY UNUSED CALLING CREDITS, MESSAGES CREDITS, AND INTERNATIONAL CALLING CREDITS, ADDITIONAL CREDITS, AND PROMOTIONAL CREDITS OR OF ANY REMAINING PERIODS/MONTHS ON ANY ACCOUNT.
15.4 Suspension of OMNIVOICE Account. OMNIVOICE may suspend access to the Service immediately if Customer is in material breach of this Agreement including non-payment of Fees or is using the Services in violation of law or applicable regulations. The suspension will not relieve the Customer of its obligation to pay fees and costs associated with the OMNIVOICE account. OMNIVOICE shall not be responsible for any damages arising from the suspension of the Service.
16. Governing Law and Jurisdiction
The Agreement shall be governed in all respect by the laws of the state of Delaware without regard to its conflict of law provisions. If any litigation is validity instituted in connection with this Agreement, the Parties hereby consent to the exclusive personal jurisdiction of the state and federal courts in Delaware and waive any objection as to venue or inconvenient forum. The Parties hereby waive any right to a jury trial of all claims or causes of actions in connection with a dispute related to this Agreement. To the extent permitted by applicable law, the Parties hereby waive their rights to assert any claim as plaintiff or class member in any purported class action, collective action, and other representative proceedings with respect to the Service.
17.1 Force Majeure. Neither Party is liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such Party’s reasonable control including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, service disruptions involving hardware, software or power systems not within such party’s possession or reasonable control, and denial of service attacks.
17.2. Severability. If any provision of these terms is found to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these terms will otherwise remain enforceable and in full force and effect.
17.3. Entire Agreement. This Agreement together with any Order Form(s), Purchases, exhibits and/or schedules, constitutes the entire and sole agreement among the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter thereof.
18. Apple Terms on the App Store
The following Terms apply to your use of all the Services, including, but not limited to, the iPhone application available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:
- Both you and OMNIVOICE acknowledge that the Terms are concluded between you and OMNIVOICE only, and not with Apple, and that Apple is not responsible for the Application or the Content;
- The Application is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services as well as the App Store Terms of Service;
- You will only use the Application in connection with an Apple device that you own or control and as permitted in the App Store Terms of Service;
- You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
- In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure and Apple may refund to you the purchase price of the Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application; upon notification, Apples sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
- You acknowledge and agree that OMNIVOICE, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to confirm to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation;
- You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, OMNIVOICE, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
- You represent and warrant that: (i) you are not located in a country subject to a U.S. Government embargo, or that is listed in Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and (ii) has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- Both you and OMNIVOICE acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
- Both you and OMNIVOICE acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
- In the event that you have any questions, complaints, or claims relating to the Application, you may contact OMNIVOICE at: CallCurrent, Inc. 919 North Market Street, Suite 950, Wilmington, Delaware, 19801 or at email@example.com.