Last Updated: 08/23/2019
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and ContactCubed, LLC(“C3”,“we,” “us” or “our”), concerning your access to the ContactCubed website (the “Site”) and use of any of our software applications (the “Applications”) or any of ContactCubed services (“Services”). You agree that by accessing the Site, Applications or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE OR ANY APPLICATIONS AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site or Applications after the date such revised Terms are posted. The information provided on the Site, or in any Application is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site or Applications from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The user (you) must assume the entire risk of using the Site, any Application or Service on the site. In no event shall any individual, company or organization involved in any way in the development, sale or distribution of any application on the site be liable for any damages whatsoever relating to the use, misuse, or inability to use this software (including, without limitation, damages for loss of profits, business interruption, loss of information, or any other loss).

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site our Applications and Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Application (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Application “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Application and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use one of our Applications or Services, you are granted a limited license to access and use the Application and to download it and install it. We reserve all rights not expressly granted to you in and to the Application, Services, Content, and the Marks.

USER REPRESENTATIONS

Call Recording Applications:

Certain features offered by C3 (e.g. Soft Phone Call Recording) allow the user to record individual telephone conversations. Laws regarding the notice, consent, and notification requirements of such recorded conversations vary from state to state and country. User and its company are solely responsible for complying with all local, state, federal and international laws relevant in the jurisdiction you are calling when using the call recording feature. User and it hereby release and agree to hold harmless C3 from and against all damages or liabilities of any kind related to the recording of any telephone conversations while using C3 services. C3 expressly disclaims all liability with respect to your recording of telephone conversations. User acknowledges that the Call Recording Application is only compatible and designed to work with the softphones and hardware explicitly described in Addendum A. Furthermore, it is the user’s responsibility to ensure all its Active Authorized users are using the correct hardware and software. C3 will provide limited troubleshooting in the correct environment but fees will be incurred if the technical services are beyond scope of customary and normal needs. A chargeback may occur if Active Authorized User for whom support was provided did not indicate the actual issue or environment that caused the issue and significant time was spent by C3 to provide support.

Speech Analytics Applications:

User acknowledges that this application is provided as is and C3 is not liable for the accuracy of any of its transcription. User and its company are solely responsible for complying with all local, state, federal and international laws relevant in the jurisdiction you are recording and transcribing calls and when using the speech analytics feature stand alone or in combination with other C3 applications, services or products. User and it hereby release and agree to hold harmless C3 from and against all damages or liabilities of any kind related to the recording of any telephone conversations and the transcribing those calls using C3 services. C3 expressly disclaims all liability with respect to the content transcribed from recording of telephone conversations.

Redaction Applications:

User acknowledges that these applications are provided as is and C3 is not liable for the redaction accuracy of its Application. User and its company are solely responsible for complying with all local, state, federal and international laws relevant in the jurisdiction you are recording, transcribing and redacting content from calls and when using the redaction application stand alone or in combination with other C3 applications, services or products. User and it hereby release and agree to hold harmless C3 from and against all damages or liabilities of any kind related to the recording of any telephone conversations, the transcribing and redaction of content in those calls using C3 services. C3 expressly disclaims all liability with respect to the content redacted from recording of telephone conversations.

PAYMENT

  1. (a) Charges. All Services, Applications and Products are offered for a monthly fee and/or usage fees. In the event that Company decides to increase the fees for a Service, Application or Product or place limits on a Service, Application or Product the Company will notify you of these Additional Terms. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the License Term, whether or not the licenses are used. You will be required to provide Company with a valid credit card as a condition to signing up for the Service, Application or Product.
  2. (b) Monthly Subscriptions will be charged to the credit card on the date of sign up. If the credit card on file is declined you will have 10 days to remedy the billing information in your account or your services will be suspended.
  3. (c) Usage Subscriptions require a minimum start up charge of $25. You will be able to select auto re-charge or email alerts to recharge the account. The account can have no less than $25 on account for the service, application or product to continue without interruption.
  4. (b) Billing. Company’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States taxes based solely on Company’s income. You agree to update your credit card and any information on the account that has changed within ten (10) days of any change to it. If the contact information you have provided is false or fraudulent, Company may terminate your access to the Service, Application or Product in addition to any other legal remedies.

DATA

Subject to the terms and conditions of this Agreement, User hereby grants C3 a non-exclusive, nontransferable (except as expressly permitted under this Agreement), sub licensable, perpetual worldwide right and license to create and use, solely for Operational Purposes (as defined below), any Aggregate Data. “Operational Purposes” means the following purposes: (i) creation of operational statistics for internal use only, including to improve the functionality and operation of the Application(s) generally; (ii) creation and inclusion in financial reporting of aggregate statistics regarding services performed by C3; and (iii) creation and inclusion in marketing materials, including white papers and research studies, of aggregate statistics highlighting the capabilities of the Application(s). If C3 is hosting or and storing the data recordings for User, C3 shall (a) maintain a data security program for the storage of Data that includes physical, technical, and managerial procedures that are generally accepted in the software industry to prevent unauthorized use or disclosure of Users Property and other Confidential Information of User; (b) in the event of any actual or apparent theft, unauthorized use or disclosure of any Users Property or Confidential Information in the possession of C3, immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof; and (c) as soon as practicable following the discovery of any event hereof, provide User notice thereof, and such further information and assistance as may be reasonably requested. If the User or a Third Party Sub Contractor of the User is hosting and storing the data recordings, speech Analytics or any other data resulting from the Applications, User and/or their Third Party Sub Contractor shall (a) maintain a data security program for the storage of Data that includes physical, technical, and managerial procedures that are generally accepted in the software industry to prevent unauthorized use or disclosure of Users Property and other Confidential Information of User; (b) be responsible for all actions needed in the event of any actual or apparent theft, unauthorized use or disclosure of any Users Property or Confidential Information in, immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof; and (c) as soon as practicable following the discovery of any event hereof, provide C3 notice thereof, and such further information and assistance as may be reasonably requested to ensure C3 can make appropriate steps to their Application so to either pause or protect it from such breach. C3 will not be liable for any data breach, data integrity or data quality issue of recordings or any data stored on Users Servers or a Third-Party Sub Contractor of User Servers that are hosting and storing its, data or recordings.

REPORTING

Basic reporting is provided for certain Applications on an as is basis. C3 is not liable whatsoever for any loss, damage, or inconvenience caused by errors in the reports, your inability to access or use one of the reports provided. User may contact C3 for Services to create customer reports for certain Applications.

PROHIBITED ACTIVITIES

You may not access or use the Application for any purpose other than that for which we make the Application available. The Application may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Application, you agree not to:
  1. 1. Systematically retrieve data or other content from the Application to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. 2. Circumvent, disable, or otherwise interfere with security-related features of the Application
  3. 3. Engage in unauthorized framing of or linking to the Application.
  4. 4. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information
  5. 5. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  6. 6. Interfere with, disrupt, or create an undue burden on the Application or the networks or services connected to the Application.
  7. 7. Use the Application as part of any effort to compete with us or otherwise use the Application for any revenue-generating endeavor or commercial enterprise.
  8. 8. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Application.
  9. 9. Attempt to bypass any measures of the Application designed to prevent or restrict access to the Application, or any portion of the Application
  10. 10. Copy or adapt the Application’s software, including but not limited to C#, PHP, HTML, JavaScript, or other code.
  11. 11. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Application.
  12. 12. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  13. 13. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Application, or using or launching any unauthorized script or other software.
  14. 14. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Application.
  15. 15. Use the Application in a manner inconsistent with any applicable laws or regulations.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Application. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APPLICATION (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCESS AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

STATUE OF LIMITATIONS

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site, Applications and/or Services must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

MODIFICATIONS AND INTERRUPTIONS

We cannot guarantee the Application will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Application, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Application at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Application during any downtime or discontinuance of the Application. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Application or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Application are governed by and construed in accordance with the laws of the State of Ohio applicable to agreements made and to be entirely performed within the State/Commonwealth of Ohio without regard to its conflict of law principles.

DISPUTE RESOLUTION

Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Cuyahoga County, Ohio and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Application be commenced more than 1 year after the cause of action arose.

DISCLAIMER

THE APPLICATION IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE APPLICATION SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APPLICATION AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APPLICATION’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS APPLICATION AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APPLICATION, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APPLICATION, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APPLICATION BY ANY THIRD PARTY. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APPLICATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE 12 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $10,000. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Application; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Notice For California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site or Services, please contact us by sending an email to info@ContactCubed.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210

COPYRIGHT INFRINGEMENT CLAIMS

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site or in connection with the Services infringe your copyright, you (or your agent) may send C3 a written notice by mail, email or fax, requesting that C3 remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send C3 a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to C3’s DMCA Agent: by email to _info@ContactCubed.com. We suggest that you consult your legal advisor before submitting a notice or counter-notice.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.