1. ACCEPTANCE OF TERMS
2. REQUIREMENTS FOR CALLBOX SERVICES
3. CALLBOX SERVICES
4. TERM OF AGREEMENT
We or our partner(s) will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you complete. Unless otherwise Provinced, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services and all applicable taxes.
When a credit card is on file, we reserve the right to charge the credit for ALL OUTSTANDING amounts owned in association with the account on file, until said balance is paid in full. The company also has a right to amounts held in escrow via merchant partners, no notice is required for the company to access reserve funds held by the processing partners, these funds will become immediately available to the company once an amount is overdue. Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by Callbox, within a commercially reasonable time period specified by Callbox.
Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Callbox incurs in collecting late payments. Charges are solely based on Callbox’s measurements for the Programs and the applicable billing metrics (e.g., pay per call). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms.
7. INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS
The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Services, except as expressly authorized herein.
8. MODIFICATIONS OF CALLBOX SERVICES
9. YOUR CONDUCT
10. DISCLAIMER OF WARRANTIES
11. ACCEPTANCE OF CHARGES
All charges to the Users will be deemed just 15 days following the effective charge date of the Users. It is the responsibility of the Users to dispute in writing all or part of said charges, as well as provide the reasonable basis therefore, within the 15 day grace period. Failure to do so will result in the tacit approval of the Users to said charges. This includes but is not limited to ALL TRANSACTIONS by the Users within the authorized use of The Services and OR any indirect usage. The parties will investigate and resolve any dispute in a timely and reasonable manner.
10. LIMITATION OF LIABILITY
WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY, IF ANY, EXCEED THE AMOUNTS CHARGED TO YOU AND PAID BY YOU FOR THE SERVICE IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO OTHER WARRANTIES TO YOU AND DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. SERVICE OUTAGES
You shall indemnify, defend, and hold us, our parent(s), subsidiaries, affiliates, officers, directors, and employees free and harmless from any and all claims, costs, damages, and expenses (including but not limited to reasonable attorneys’ fees), which arise from or are related to any act or omission by you in connection with the use of the Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to your violation of any terms of this Agreement, your violation of any applicable law, rule, or regulation, or any infringement by you (or any other person using the Services in reliance on your rights under this Agreement) of any intellectual property or other rights of any other person. This Section 12 shall survive termination of this Agreement.
14. TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT
Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks (“Marks”) are the property of Callbox. You are not permitted to use the Marks without the prior written consent of Callbox. “Callbox,” “Callbox” and the Callbox logo are trademarks of Callbox, Inc.
15. NO THIRD PARTY BENEFICIARIES
No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
All disputes which arise under this Agreement or in connection with the Services to be delivered hereunder and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator in Montreal, Quebec. The decision of the arbitrator shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU SHALL NOT HAVE A RIGHT TO A JURY TRIAL, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE DECISION OF THE ARBITRATOR. NOTHING IN THIS SECTION 16: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 13: TERMINATION, ABOVE, WHICH SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF ANY MEMBER WHO OBJECTS TO ANY TERMS OF THIS AGREEMENT (OR ANY MODIFICATION HEREOF) OR BECOMES DISSATISFIED WITH ANY OF THE SERVICES.
The Agreement shall be governed by and construed in accordance with the internal laws of the Province of Quebec, excluding its conflict of law provisions. Subject to Section 16: Arbitration, above, and without limiting the applicability of any provisions there under, we and you agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec and further agree that the exclusive venue for any cause of action arising under or relating to this Agreement or the Services provided hereunder shall be the Superior Court in and for Montreal, Quebec, sitting in the City of Montreal, Quebec. We and you agree that any cause of action arising out of or related to the Agreement or the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. If any provision of the Agreement is determined by an arbitrator or court of competent jurisdiction to be contrary to applicable law, then such provision shall be construed as nearly as possible to conform to applicable law and the other provisions of this Agreement shall remain in full force and effect. The Agreement (i) constitutes the entire agreement between the parties supersedes all prior agreements between the parties regarding the subject matter contained herein, and (ii) may be modified or amended only in the manner expressly set forth herein. We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign this Agreement to any other person under any circumstances without our express prior written consent. Our failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
18. DATA PROCESSING AGREEMENT
Last Updated: October 25, 2022