Terms of Service
1. Welcome to the website of Call Tools, Inc. (referred to as “we”, “us”, “our” or “Call Tools”). Call Tools provides powerful call center software that you control to increase the productivity of your team, whether your sales team is predictive dialing for prospects or trained to handle a large volume of in-bound calls. Please read the following Terms of Service. These Terms of Service contain important information regarding your rights, obligations and restrictions in connection with your use of the Call Tool’s software and services and the Calltools.com website. By visiting or using the Calltools.com website you accept and agree to be bound by these Terms of Service (“Terms of Service”), whether or not you activate an account with Call Tools. If you do not agree to these Terms of Service you may not use Call Tool’s services and you may not open an account with Call Tools. If you wish to open an account with Call Tools, you must first enter into a Services Agreement which contains terms and conditions governing the specific services you purchase. The Services Agreement incorporates these Terms of Service.
2. Call Tools may change these Terms of Service from time to time effective upon posting of the modified Terms of Service on its website. Such changes may include changing or adding to the terms of these Terms of Service, and changing, deleting, discontinuing, or imposing conditions on any feature or aspect of the Services, including but not limited to, Internet based services, pricing, support options, and other product-related policies. Your continued use of any Services after you have been notified of any such changes shall constitute your acceptance of these Terms of Service as modified.
3. As a condition of you accessing the Website, you represent and warrant to us that you are at least eighteen (18) years of age or, as applicable, the age of majority in the state or province or commonwealth in which you reside. If you purchase any Services and concurrently upon entering into a Services Agreement, you further represent to us that: you possess the legal right and ability to enter into the Services Agreement; nothing contained herein or in the Services Agreement (if you purchase any Services) will cause you to breach any other contract or legal obligation; your use of the Services are, and at all times shall remain, in full compliance with all Applicable Laws; you authorize CallTools to debit the credit card or debit card account for payments for the Services according to the Services Agreement; you are the authorized signer on the Services Agreement and personally guarantee payment to Call Tools; Call Tools is authorized to perform verification of funds with your financial institution and any other credit investigation Call Tools deemed necessary; and if you are entering to the Services Agreement on behalf of another person or entity, you have the right and authority to bind that person or entity.
4. You must notify Call Tools of any charge you disputed in good faith, with supporting documentation, within thirty (30) days from the date of payment to Call Tools, or you will be deemed to have agreed to such charge. You shall pay for all undisputed charges by the due date.
5. You agree to pay any collection charges or other expenses, including reasonable attorney’s fees, incurred by Call Tools to collect any sums you owe Call Tools.
6. Call Tools may terminate and/or suspend the provision of Services immediately for illegal, fraudulent or improper use of the Service (including without limitation use of the Services in contravention of these Terms and Conditions). Call Tools will not be liable to you or any third party should we exercise our right to discontinue Services, in whole or in part.
7. You agree to not transmit through use of the Services anything that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature. You are responsible for maintaining the confidentiality of, and shall not transfer or sell or assign any access numbers, pass codes and user names provided by Call Tools for your use of the Services.
8. You agree to use the Services in accordance with all local, state, federal, and foreign laws and regulations to which you and the Services are subject, including but not limited to, laws and regulations pertaining to telemarketing and personal data privacy, and the rules posted or reference on the below-referenced U.S. government websites (collectively, “Applicable Laws”). You acknowledge and agree that the advertising of goods or services by the transmission of unsolicited voice messages may be in violation of Applicable Laws, including without limitation the U.S. Telephone Consumer Protection Act of 1991, as amended, and regulations promulgated thereunder) and may subject the advertiser to penalties. You agree that before you use the Services, you and each user you permit to access the Services you purchased are knowledgeable of legal permitted and prohibited use of the Services you purchased. Without in any way limiting the scope of the foregoing or any representations and warranties contained in these Terms and Conditions, you agree that you are aware of and will abide by the laws and regulations contained on the following websites, as well as any similar state laws applicable to your use of the Services:
http://www.donotcall.gov (Do Not Call Registry)
http://www.ftc.gov (Federal Trade Commission and the Telemarketing Sales Rule)
http://www.fcc.gov (Federal Communications Commission and the Telephone Consumer Protection Act)
10. You agree to indemnify and hold harmless Call Tools, Inc. and its directors, officers, employees, attorneys, and agents (each such person, an “Indemnitee”) from and against all losses, liabilities, damages, and expenses including costs of investigation, preparing, or defending any threatened or pending claim, action, proceeding or investigation (collectively, the “Proceedings”) incurred by any indemnitee because of or arising out of or relating to, in any manner, your use of the Services, any breach of any obligation or inaccuracy of any warranty or representations made by you under these Terms and Conditions (and under your Services Agreement if you purchase any Services), violation of any Applicable Laws, violation of the rights of others (including without limitation any transmission of a telephone solicitation to a residence telephone or for any errors in data or distribution information provided by you), whether or not such Indemnitee is a formal party to such Proceeding.
11. YOUR USE OF THE SERVICES, INCLUDING ANY SOFTWARE, AND CONTENT THEREIN, IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALL TOOLS, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, RESELLERS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES , WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES, CONTENT AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND SIMILAR LAWS OF ANY JURISDICTION. CALL TOOLS AND ITS SUPPLIERS DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, QUALITY OR ANY CONTENT IN THE SERVICES, INCLUDING CONTENT POSTED ON OR LINKED FROM THE SERVICES. CALL TOOLS AND ITS SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING OR RELYING ON SUCH CONTENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
12. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF CALL TOOLS, ITS AFFILIATES AND SUPPLIERS, AND YOUR EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY AND/OR DUE FROM THE REGISTERED USER FOR THE SERVICES TO CALL TOOLS, ITS AFFILIATES OR ITS SUPPLIERS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALL TOOLS, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND (B) DAMAGES RELATING TO TELECOMMUNICATION FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS FAILURES, DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CALL TOOLS SYSTEMS REQUIREMENTS, TELEPHONE TRANSMISSIONS INITIATED BY YOU; ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF CALL TOOLS, ITS AFFILIATES AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CALL TOOLS AND YOU. CALL TOOLS WOULD NOT HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS.
13. ARBITRATION. Call Tools and you agree to submit all disputes and claims arising out of or relating to these Terms and Conditions and any other agreement between you and Call Tools to final and binding arbitration according to the terms of the Services Agreement, between you and Call Tools or, if there is no such Services Agreement, as follows. The dispute shall be submitted to binding arbitration with the Judicial Arbitration & Mediation Service, Inc., at its Orange County, California office. The terms and procedures for such arbitration shall be as follows. If the parties are unable to agree on a single retired judge from the JAMS panel, JAMS will provide a list of three available judges and each party may strike one. The remaining judge will serve as the arbitrator. Arbitration must be initiated within one year after the claimed breach occurred. Failure to initiate arbitration within that period constitutes an absolute bar to the institution of any new proceedings. Arbitration is initiated by sending written notice of an intention to arbitrate by registered or certified mail to all parties and to JAMS. The notice must contain a description of the dispute, the amount involved, and the remedy sought. The arbitrator shall determine the rights, rules and procedures for the parties to follow. Both parties shall have the right to confirm, correct or vacate the arbitration award, pursuant to California Code of Civil Procedure, Sections 1285, et seq. The sole and exclusive venue to confirm, correct or vacate the arbitration award shall be the Superior Court of California for the County of Orange, Central Justice Center, located at 700 Civic Center Drive West, Santa Ana, California 92702. In the event of any litigation or arbitration related to this Agreement, the non-prevailing party will reimburse the prevailing party for all reasonable and documented attorneys’ fees, costs, and expenses relating to the matter.
14. General. (i) This Agreement in no way confers any rights upon, or imposes obligations on either of the parties toward, any third party, including but not limited to any recipient of messages transmitted through the Services. (ii) The pricing terms referenced herein shall be considered confidential information of Call Tools. You agree not to disclose such confidential information to any third parties. (iii) If you do not enter into a Services Agreement, these Terms and Conditions constitute the entire statement of the agreement between you and Call Tools and supersedes all prior and contemporaneous agreements and understanding between you and Call Tools concerning its subject matter. (iv) No agreement between you and Call Tools may be changed or terminated orally. (v) All agreements between you and Call Tools shall be construed according to the plain meaning of the terms hereof and not for or against a party as the draftsman of this document. (vi) If any provision of any agreement between you and Call Tools, or part thereof, is declared invalid, void or otherwise unenforceable, such provision or part thereof shall be deemed severed therefrom and every other provision thereof shall otherwise remain in full force and effect. If any provision is held invalid as to duration, scope, activity, or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with applicable law. (vii) No consent to or waiver of any breach or default in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of the same or any other obligation hereunder. Failure on the part of any party to complain of any act or failure to act of the other party, or to declare any party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder, and no waiver hereunder shall be effective unless it is in writing and executed by the party waiving the breach or default hereunder.(viii) These Terms of Service shall be governed by the internal laws of the State of California without consideration to its choice of law provisions (and excluding application of the United Nations Convention on Contracts for the International Sale of Goods). (ix) You may not assign or transfer any of your rights or obligations against or to Call Tools without prior written consent of Call Tools, and any attempted assignment or transfer without such consent shall be void. (x) All agreements between you and Call Tools shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and permitted assigns. (xi) The terms of this paragraph, and the following terms shall survive any termination of any agreement between Call Tools and you: paragraphs 2, 5, 7, 8 through 15, inclusive, of these Terms of Service.
The effective date of these Terms of Service is: October 16, 2019.
All notices required or permitted hereunder, if to Call Tools, should be sent to:
firstname.lastname@example.org | 1800.679.1637
530 Technology Drive Suite 100, Irvine, CA 92618