Terms & Conditions
DOWNLOADING THE MOBILE APPLICATION OR AN UPGRADE TO THE MOBILE APPLICATION OFFERED FROM TIME TO TIME; OR
USING THE WEB APPLICATION.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, DO NOT DOWNLOAD OR OTHERWISE USE THE APPLICATION (WEBSITE OR MOBILE). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH ENTITY AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.
CALLPLEASE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING A NOTICE ON THE WEBSITE, OR BY SENDING YOU A NOTICE VIA EMAIL OR POSTAL MAIL. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY MODIFICATIONS, WHICH SHALL BE EFFECTIVE UPON FIRST POSTING OR NOTIFICATION. YOUR USE OF THE APPLICATION FOLLOWING SUCH POSTING OR NOTIFICATION CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS AS MODIFIED. YOU AGREE TO REVIEW THIS AGREEMENT REGULARLY.
You may at any time request a copy of this Agreement by emailing us at: CallPlease Support.
Application. The CallPlease hosted software application (“Application”) is a proprietary call logging system that enables account holders and their authorized users to track and manage communications via various digital media devices, such as PDAs, cell phones, handheld devices, PCs ("Devices") and the CallPlease website (“Website”). CallPlease reserves the right to modify, suspend or discontinue the Application at any time with or without notice, including adding, changing or removing any features or functionality of the Application.
Account Information. Customer must register and create an account with CallPlease as a condition to using the Application. Customer must provide complete and accurate information as requested in the registration process, including credit card information for billing purposes. By setting up a CallPlease account, Customer represents and warrants that he/she is at least eighteen (18) years of age and that all registration information provided is accurate. Customer may assign a unique username-password combination to each Customer employee that will be using the Application on behalf of Customer (“Authorized Users”). Customer will maintain and update all information provided by Customer during registration as required to keep it current, complete and accurate. Only Authorized Users designated by Customer as “Administrators” will be authorized to access and modify Customer’s account information. If Customer provides any inaccurate information or fails to keep such information current, complete and accurate, CallPlease may terminate Customer's account and Customer's right to use the Application. Customer shall maintain the security and confidentiality of all passwords issued to Customer. Customer agrees not to transfer or share Customer's user name or password, or lend or otherwise transfer Customer's use of or access to the Application, to anyone other than Authorized Users. Customer is responsible for any and all activities that occur under Customer's account, including activities of Authorized Users. Customer agrees to immediately notify CallPlease of any unauthorized use of Customer's account or any other breach of security related to Customer's account or the Application.
Fees. CallPlease reserves the right to change its fees and access policies from time to time, in its sole discretion. For Customer’s convenience, billing is recurrent on a monthly basis. CallPlease has a no charge-back, no refund policy. Customer is free to cancel its monthly subscription at any time.
Grant of Rights.
Granted Rights. Subject to the terms and conditions of this Agreement, CallPlease hereby grants to Customer, and Customer hereby accepts, a limited nonexclusive, nontransferable, non-assignable, non-sublicensable right during the Term to use the Application solely for Customer's personal or internal business purposes and solely for its intended purpose.
Reserved Rights. The Application involves valuable proprietary rights of CallPlease. No title to or ownership of the Application or any proprietary rights associated therewith is transferred by this Agreement to Customer or Authorized Users. All rights not expressly granted in this Agreement are reserved by CallPlease.
Restrictions. Customer may not license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application, or any portion or component thereof, or any rights granted in this Agreement, except as expressly permitted herein and subject to the terms set forth in this Agreement. Customer may not reverse engineer, disassemble, or decompile the Application or otherwise attempt to discover the source code of the Application. Customer may not: (i) remove any copyright, trademark or other proprietary notices from the Application, or any component thereof; (ii) use the Application for commercial time-sharing or in any manner for anyone other than Customer for its own internal business purposes; (iii) rent or lease the Application or permit access to or use of the Application by anyone other than Customer and Authorized Users; or (iv) create modifications to or derivative works of the Application or any component thereof. Customer shall have no right to receive any source code or source documentation with respect to the Application.
Obligation of Customer.
Customer Systems. Customer is solely responsible for providing and maintaining, at its own expense, all Devices, equipment, facilities and services necessary to access and use the Application, including, without limitation, computer hardware and software, modems, telephone service and Internet access ("Customer Systems").
Customer Content. Customer is solely responsible for all content or data of any kind uploaded, posted, stored, hosted, transferred or otherwise made available on or through the Application or the Website (the "Customer Content"), including without limitation the accuracy, quality, integrity, completeness, legality, reliability, and appropriateness of such Customer Content. CallPlease shall not be responsible or liable in any manner for such Customer Content or for the deletion, correction, destruction, damage, or loss thereof. Customer uses the Application at its own risk. Customer shall ensure, and hereby represents and warrants, that none of the Customer Content violates any applicable law, rule or regulation, infringes on the rights of any third party, or would otherwise create liability for CallPlease or cause any harm to anyone. Although CallPlease has no obligation to screen, edit or monitor any of the Customer Content, CallPlease reserves the right, and has absolute discretion, to remove, screen or edit any Customer Content at any time and for any reason without notice, and Customer is solely responsible for creating additional backup copies of and replacing any Customer Content at Customer’s sole cost and expense. CallPlease reserves the right to delete or block access to any Customer Content at any time in its sole discretion, including if it receives any notices or otherwise believes that such Customer Content may be in violation of applicable law or this Agreement.
Limited License to Customer Content. CallPlease needs certain rights to store, transmit and otherwise use the Customer Content in order to operate the Application. Customer grants to CallPlease a worldwide, royalty-free, non-exclusive, sublicensable license to reproduce, transfer, display, perform, store, and otherwise use the Customer Content, solely for the purpose of providing the Application. This license in no way affects the private nature of Customer Content.
Customer Conduct. Customer agrees to use the Application only for purposes that are permitted by this Agreement and any applicable laws, rules and regulations. Customer agrees not to engage in any activity that interferes with or disrupts the Application (or the servers or networks connected to the Application).
Customer Indemnity. Customer shall defend, indemnify, and hold CallPlease, its affiliates, officers, employees and agents harmless from and against any third-party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, without limitation, reasonable attorney fees) arising out of or related to: (i) Customer's misuse of the Application; or (ii) any violation by Customer of this Agreement or applicable laws, rules or regulations.
Intellectual Property Rights. As between the parties, CallPlease owns all rights, title and interest in and to the Application and all proprietary process and technology relating thereto (the "Technology") and all intellectual property rights therein, including, without limitation, all modifications, updates and derivative works relating to the Application or the Technology. All suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any third party to CallPlease related to the Application or any of CallPlease's other products or services (collectively referred to as "Contributions"), shall be owned by CallPlease, and Customer shall not be entitled to any compensation in connection therewith and hereby assigns to CallPlease all intellectual property rights and other rights in or to any and all Contributions. The CallPlease name and logo, and any other trademarks or service marks used by CallPlease in connection with the Application. are trademarks of CallPlease or their licensors, and Customer shall have no right or license thereto.
Term; Termination. This Agreement shall continue in effect on a month-to-month basis until Customer's account is terminated by Customer or CallPlease as set forth herein (the "Term"). Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Customer will lose access to its CallPlease account and shall cease all use of the Application, and CallPlease shall have the right to delete all of the Customer Content that may be stored in connection with the Application. Sections 3.b, 3.c, 4.b, 4.e, and 5 through 9 shall survive termination or expiration of this Agreement for any reason.
Warranty Disclaimer. THE APPLICATION IS PROVIDED "AS IS." EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, CallPlease MAKES NO WARRANTY REGARDING THE APPLICATION OR ANY OTHER ITEMS OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION REGARDING THE RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY, COMPATIBILITY, ACCURACY OR COMPLETENESS OF THE APPLICATION. CallPlease HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRIGNEMENT.
Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, EXCEPT FOR BODILY INJURY, CallPlease SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF CallPlease HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CallPlease'S AGGREGATE LIABILITY TO CUSTOMER RELATED TO THE SUBJECT MATTER HEREOF EXCEED THE AMOUNTS ACTUALLY RECEIVED BY CallPlease FROM CUSTOMER FOR THE APPLICATION IN THE TWELVE (12)-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
Miscellaneous. This Agreement shall be governed by the laws of the State of California, without regard to conflicts of laws provisions thereof. Unless otherwise elected by CallPlease, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts having within their jurisdiction the location of CallPlease’s principal place of business and the parties hereby consent to the jurisdiction of such courts. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior or contemporaneous oral or written negotiations, understandings or agreements. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed fax or email, or three days after being sent by prepaid certified or registered U.S. mail. Customer may not assign this Agreement nor any portion thereof to any third party; any purported assignment shall be void and without effect. In any action to enforce rights or obligations under this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorney fees.
ADDITIONAL TERMS THAT ARE APPLICABLE TO USERS OF THE APPLICATION AS OFFERED BY THIRD PARTIES AND ARE AN INTEGRAL PART OF THE ABOVE AGREEMENT.
In the event that Customer is using a Device or third-party application provided by Apple, Inc. ("Apple"), Customer agrees that Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and that Apple has the right (and is deemed to have accepted the right) to enforce this Agreement against Customer as the third-party beneficiary thereof. Customer acknowledges and agrees that (i) CallPlease, and not Apple, is responsible for addressing any claims Customer or any third party may have in relation to the Application, and (ii) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.