Callcap Terms and Conditions
These Callcap Service Terms and Conditions (these “Terms”), together with the terms of any application for services, order form, statement of work, addendum, or similar document or online order form that contains a reference to these Terms (each, an “Application for Service”), constitute a legally binding services agreement (collectively, “Agreement”) by and between (1) the person or entity accepting these Terms (“Client”) by submitting an Application for Service via having a duly authorized representative sign or electronically accept the terms of such form; and (2) Callcap, LLC (f/k/a SITA Laboratories, Inc.) (“Callcap”). These Terms shall govern Client’s access to and use of the information and data products and/or services made available by Callcap (collectively, the “Services”) and shall be deemed incorporated by reference into each Application for Service submitted by Client. All capitalized terms used herein shall have the respective meanings ascribed to them in these Terms or the Application for Service, as applicable. Client and Callcap hereby acknowledge and agree as follows:
Callcap Services: Upon Acceptance (as defined below), Callcap will make available the selected Services as specified on an Application for Service during the Service Term, subject to these Terms. The Services may include (i)provisioning of call-through telephone numbers (each a “CTN”) for Client to leverage for its own performance-tracking or other analytics purposes, such as display or publication on websites or publications (print, electronic, or otherwise) or other media (collectively, “Media”) as determined by Client from time to time in accordance with the terms hereof; and/or (ii) the ingestion, processing, analyzing, and archiving of pre-recorded audio and/or other communication records to be provided by Client (collectively, “Conversation Data”) for the purposes of providing the applicable Services (collectively “Platform Services”).
Acceptance by Callcap: This Agreement is not effective until accepted by Callcap. If Client fails to provide complete, accurate and satisfactory set-up, credit or other required information, or if Callcap is unable to provide the Services due to unavailability of facilities or any other reason, Callcap may, in its sole discretion, reject Client’s Application for Service. “Acceptance” will occur upon the earlier of commencement of the Services or Client’s first invoice date. Callcap makes no representation as to when Services will commence. Callcap will use commercially reasonable efforts to initiate the Services. Client acknowledges and agrees that commencement of Services may nevertheless be dependent upon the actions of third parties outside of Callcap’s control.
Service Term: The initial term for any Services hereunder (“Service Term”) will begin upon Acceptance and will continue for the number of Months set forth on the Application for Service or on a Multiple Location Form, as applicable. For purposes of this Agreement, “Month” means a full billing cycle. If Client submits one or more Multiple Locations Forms in connection with this Agreement, this Agreement will remain in effect until the last to expire of the Service Terms set forth thereon. At the end of the initial Service Term, this Agreement will automatically renew for additional 12-Month periods, unless either party provides notice of non-renewal to the other party at least 30 days prior to the end of the then-current Service Term. Then-current pricing rates will apply to any automatic renewal. In the event Client elects not to renew this Agreement but continues to use any Services, Callcap’s then-current default month-to-month pricing rates will apply. Even if an appropriate non-renewal notice is provided to Callcap prior to the end of a given Service Term, CTNs may not be ported for use with any Callcap competitor without first providing Callcap the opportunity to match a competitor’s price and Services for a new Service Term.
Multiple Locations: If one or more Applications for Service for multiple locations (each a “Multiple Location Form”) are initialed by Client and submitted in connection with this Agreement, Callcap shall make available, and Client shall purchase, the Services set forth therein for each location that has been accepted by Callcap.
Use of Services: Client will be responsible for obtaining and maintaining any computer and phone equipment (and the like), if applicable, account(s) with any Third-party technology needed to access and use the Services. Client will ensure that contact information provided for the recipient(s) of any alerts enabled by Client in connection with the Services is accurate and will promptly update such recipient contact information in Client’s account dashboard if the information changes or the recipient separates from Client as well as ensure that any recipient of SMS alerts has agreed to receive them and that their mobile carrier message and data rates may apply. Client agrees to protect any passwords or other access credentials associated with its Services’ account(s) and take full responsibility for its use of such account(s). Callcap will not be liable for any loss or damage arising directly or indirectly from Client’s failure to protect its account access credentials including any resulting unauthorized access to Client’s account by a third party. Client shall not (and will not cause any third party to), directly or indirectly use any Services in any manner or for any purpose that violates any applicable law, regulation, industry guidelines or any right of any person, including intellectual property or rights of privacy. Although Callcap has no obligation to monitor any Content (as defined below), Conversation Data, or any other information or materials provided by Client or through Client’s use of the Services, Callcap may do so and may, in its sole, but reasonably exercised, discretion, remove any such content or materials or prohibit any use of any Services Callcap believes may be (or is alleged to be) in violation of these Terms or could reasonably become the subject of any legal, regulatory, or other governmental proceeding or process, including any law enforcement, proceeding, process, or inquiry. The following subsections will apply solely to the extent Client accesses and/or uses the corresponding Services pursuant to this Agreement:
Webmatch: The display of CTNs on any web-based Media may require implementation of a tag or other applicable online tracking instrumentation as provided by Callcap. Client shall be responsible for implementing any necessary and legally compliant notice and/or consent processes, as may be applicable, with respect to the presence of third party cookies on any web-based Media on which CTNs are displayed under this Agreement.
3rd Party Integrations and APIs: If the selected Services include one or more options for Client to enable import of Conversation Data from, the export of any data to or other interoperation with any third-party applications, systems, products or services (e.g. bid management platforms) supported with an integration by Callcap (each a, “Third-Party Technology”), Client agrees to take all steps to facilitate Callcap’s access to such Third-Party Technology that are necessary for Client’s desired interoperation of the Services therewith. Client may only implement those automated means that are expressly made available or approved in writing by Callcap for the purposes of enabling interoperability between the Services and either Client’s systems or environment or an applicable Third-Party Technology, subject to Client’s compliance with all programming instructions, and/or standards for accessing Services set forth in then-current operational documentation made available by Callcap from time to time.
Call Recording: Call recording, transcribing, monitoring, analyzing and archiving under the Services involving CTNs (collectively, the “Recorded Call Services”) are made available as optional product features to the extent included in the applicable Services on an Application for Services. Client shall use all product functionality made available by Callcap hereunder or such other means available to Client to ensure that its use of Recorded Call Services is in full compliance with all applicable laws and regulations including but not limited to the language used in any automated whisper file or interactive voice response that may be implemented by Client or by Callcap at Client’s direction. Client acknowledges and agrees that any sample or default pre-recorded notices or messages made available by Callcap within the Recorded Call Services, whether at Client’s request or not, are for illustration purposes only and that notwithstanding anything herein to the contrary, Callcap makes no representations or warranties with respect to any use of any such notice by Client or any other party. In the event a call recording notice requires a revision in order to comply with applicable law, then Client shall promptly notify Callcap of that fact, proposing the exact language that it requires to comply with applicable laws. In addition, to the extent required by applicable laws and/or regulations in Client’s jurisdiction, Client shall provide and/or obtain all requisite notices, consents, and permissions relating to any Client employees, independent contractors, and/or any other persons who receive telephone calls monitored and/or recorded in connection with any Services provided hereunder. Client acknowledges that this shall be relied upon by Callcap, and is essential to the ability of Callcap to provide the recording services.
Outbound Marketing Acceptable Use: If the Services involve the tracking of outbound telephone calls to be made by Client’s personnel and/or enable dissemination of any audio, text, or media content from Client to consumers (collectively “Outbound Services”), Client acknowledges and agrees that such Services are not intended to and may not be used to make calls to any kind of emergency services including 911 or any other public safety answering points for services such as police, fire response, and/or medical services. Callcap will not be liable for any claim, loss or damages whatsoever to the extent arising from or related to Client’s inability to use such Services to make such emergency calls. Client shall be responsible for (i) implementing any consumer disclosures, consent, and/or age verification processes that may be required by applicable laws and regulations (e.g. the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, etc.) with respect to any persons to be contacted in connection with any Outbound Services and maintaining all records thereof necessary to demonstrate compliance; (ii) all audio content that Client uploads or otherwise provides through its use of the Outbound Services (“Content”) as well as all telephone numbers and contact information Client uploads for use with the Outbound Services; and (iii) compliance with any time-of-day restrictions to contact any individuals using the Outbound Services under applicable law or regulation. Client shall not (and will not cause any third party to), directly or indirectly (x) upload any contact information of individuals to be contacted via the Outbound Services if the intended recipient has not given Client their prior express written consent for such contact; or (y) use any Outbound Services to transmit any harassing, unsolicited, or unwanted messages (commercial or otherwise) or to engage in any form of fraudulent, misleading, or deceptive practices. Furthermore, Client shall not (and will not cause any third party to), directly or indirectly use any Outbound Services to transmit any Content that: (1) is obscene, offensive, threatening, defamatory, discriminatory, misleading or inaccurate; (2) constitutes “hate speech” directed at an individual or a group based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, gender identity or language of such individual or group, (3) infringes or misappropriates the intellectual property of any person; or (4) causes the introduction of “viruses,” “worms,” “Trojan horses,” “cancelbots,” or other similar destructive computer programming routines into any of our systems or the handsets or other devices of any consumers.
Platform Services: Client shall submit its Conversation Data through a mutually-agreed upon transmission method either directly to Callcap or through a Third-Party Technology. Solely to the extent necessary for the interoperation of a Client-designated Third-Party Technology with the applicable Platform Services: (1) Client hereby authorizes Callcap to access and retrieve the Conversation Data from its designated Third-Party Technology provider; and (2) Client agrees to take any and all steps that may be necessary to facilitate Callcap’s access to such Third-Party Technology to enable the ingestion of Conversation Data and the provision of the Platform Services. Client represents and warrants that shall obtain and maintain the full right and authority (including by way of any consents or appropriate advance notifications as may be required under applicable law) for the transfer of any Conversation Data to Callcap and the processing by Callcap thereof for the purposes contemplated under this Agreement.
Client Satisfaction Guarantee: If Callcap fails to resolve any Major Service Outage within 24 hours from Client’s notification to Callcap via 1-866-731-1151, Client may, for the affected Client location(s) only, switch to its previous provider(s) (or other provider(s) if Client had no previous provider(s)), without liability for an early termination charge.
Price Protection: For Service Terms of 12 months or longer: (a) Callcap will not increase Client’s monthly recurring pricing rates for the Services (excluding taxes and surcharges) during the applicable Service Term, and (b) if Callcap’s standard rates for the same Services decrease during the Service Term, Client will have the right to enter into a new agreement for Services for a new Service Term at least as long as the original Service Term.
Early Termination: If this Agreement or any Service is terminated after installation but prior to the end of the then-current Service Term (including if any CTNs are ported to another carrier), for any reason other than pursuant to the Client Satisfaction Guarantee section above, Client shall pay Callcap an early termination charge equal to the sum of (i) all remaining unpaid charges that would otherwise be due for the then-current Service Term, and (ii) if any CTNs are ported to another carrier, then one hundred fifty dollars ($150.00) for each CTN so ported. If Client withdraws an Application for Service order prior to Acceptance, Client shall pay (i) one month’s charges for the canceled Services, and (ii) the applicable installation and service initiation fees. Callcap shall have the right to suspend or terminate the Services due to Client’s non-payment, breach of this Agreement, or misuse of the Services.
Resellers: Client shall not resell any Services without the prior written consent of Callcap. Such consent may be granted if Client is an agency, search engine marketer, reseller, or other entity that intends to offer use of CTNs and/or any other Services under an Application for Service to its own advertiser or merchant clients or other customers (collectively, “End-clients”). If Client is approved to resell any Services, the terms of this section shall apply. Subject to these Terms, Clients may re-allocate CTNs and/or other Services for the same limited use by its End-clients as described herein. Client represents that it is each End-client’s authorized agent and has express authority to bind each End-client to this Agreement. Client shall be responsible for all use of the CTNs and Services by its End clients and shall have in place with each of its End-clients written contractual terms (“End-client Terms”) that include: (i) representations and warranties from End-client that it is responsible for its use of all Services and its compliance with all applicable laws and regulations in its jurisdiction with respect to such Services (including, if applicable, Outbound Services and/or Recorded Call Services); (ii) disclaimers of warranties that are substantially similar to those set forth in these Terms; and (iii) a limitation of liability of Client’s suppliers and vendors substantially similar to that set forth in Section 11 below. Client shall be responsible for all marketing materials, advertising and informational content, and any oral or written representation that Client may make to any current or potential End-clients; and Client shall neither make nor include in the End-client Terms any representations or warranties on behalf of Callcap or with respect to Callcap, its suppliers, affiliates or the Services. Upon expiration or termination of this Agreement and/or the applicable End-client Terms, Client shall: (i) cause its End-clients to take all reasonable steps thereafter to remove, amend or cancel all publications, advertisements, promotions and other items bearing any CTN; and (ii) prohibit its End-clients from thereafter distributing or selling any Media or other item whatsoever bearing any CTN.
Assignment: Client shall not assign its rights or obligations under this Agreement without the prior written consent of Callcap, which shall not be unreasonably withheld. In the event of any attempted assignment or change in control of Client’s equity or assets (including change in control of a Service location) without such consent, Callcap will have the right to terminate this Agreement and Client will be liable for the early termination charge described in Section 8 above. Callcap may assign this Agreement at any time.
Limitation of Liability and Release: Client acknowledges and agrees that errors or omissions may sometimes occur in connection with the Services, and that Callcap cannot and does not guarantee that the Services will be delivered without error or omission or delivered as scheduled by Callcap. Callcap is not liable to Client for any error or omission if it was caused by a third party or resulted from information supplied by a third party. Callcap has implemented certain procedures and policies to be followed by Client in order to decrease the chance of any errors or omissions when providing CTNs or the Services, and Callcap shall have no liability to Client for any damages that may occur to Client on account of Client’s failure to follow such procedures and policies. Client agrees that Callcap’s maximum liability to Client for any error, omission or other default is limited as stated herein, regardless of whether Client alleges claims against Callcap in contract or in tort, or other basis in law or equity. In the event of an error, omission or other default by Callcap in the providing of CTNs or the Services, Callcap shall only be liable to Client for the amount (as reasonably determined by Callcap) by which the value of the CTN(s) or Services provided was decreased, in no event to exceed the total amount Client paid for such Services. Callcap will not be liable for lost profits or revenue or any other consequential damages, including exemplary, special, incidental, indirect or punitive damages. Client agrees that except as otherwise specifically provided herein, Client hereby releases and forever discharges Callcap, and its affiliates, members, managers, officers, agents and employees from any and all claims, causes of actions, suits, and demands whatsoever, in law or equity, which Client has ever had, now has, or will ever have against Callcap and said parties, by reason of any error or omission or other default by Callcap, or on account of any other cause or thing whatever related to the Services rendered by Callcap to Client. Except as expressly provided herein, to the maximum extent permitted by law, all Services (including the integrated CTNs) are provided “as is” and “as available” and Callcap disclaims all warranties, express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose. In addition, Callcap disclaims any and all guarantees with respect to any results that may be obtained from use of the Services or regarding the timing or success of delivery of any messages or broadcast to be transmitted through any Services.
Indemnification: Client shall indemnify and hold harmless Callcap and its affiliates, managers, officers, employees, representatives, and agents from and against any claim, demand, action, investigation or other proceeding including all liabilities, damages, losses, judgements, costs and expenses arising therefrom brought against Callcap by a third party (each a “Claim”) to the extent the Claim arises out of or relates to: (i) Client’s use of the Services in violation of any applicable restrictions or requirements hereunder including those contained in Section 5 (Use of Services); (ii) Callcap’s authorized use of Client’s CPI (as defined below); and(iii) the Media and Client’s telemarketing or other marketing activities related to this Agreement.
Governing Law and Venue: This Agreement shall be construed and governed by the laws of the State of Kansas, excluding its laws concerning conflicts of laws. Client consents to the exclusive personal jurisdiction and venue of the federal and/or state courts in Sedgwick County, Kansas for any dispute arising out of or related to this Agreement.
Payment Obligations: Client shall pay for all Services provided by Callcap at the rates set forth in this Agreement. Invoices not paid within the 20-day grace period after invoicing are past due and subject to a thirty-five dollar ($35) late fee. All invoices not disputed in writing by Client within 15 days from the invoice date shall be deemed binding on Client. In the event of a dispute, Client shall pay all undisputed amounts by the due date. Client agrees to pay all costs of collection, including reasonable attorneys’ fees, for any past due amounts. In the event that Client does not meet the business credit standards established by Callcap (which may be modified from time to time), or there is a material adverse change to Client’s credit profile during the Service Term, Callcap reserves the right to adjust payment terms, such as requiring a cash deposit as security payment for the fees. Client will be charged a thirty-five dollar ($35) fee for any returned check. Services may be suspended by Callcap after the 20-day grace period after invoicing until Client makes payment. In the event that Services are suspended, re-activation charges will apply.
Rates, Taxes and Surcharges: The pricing rates specified on the Application for Service and/or on a Multiple Location Form are exclusive of any applicable taxes and surcharges associated with the Services, which Client shall be responsible for with the exception of any taxes based on Callcap’s net income. Pricing rates are based on Callcap’s bundled Service offerings, and vary with quantity and types of Services purchased. Callcap may modify Client’s rates (i) due to changes in the quantity and/or types of Services purchased, (ii) due to Client’s failure to meet any minimum use requirement, or (iii) if Callcap determines that, despite exercising reasonable efforts, installation of the Services as requested is not economically feasible. If Client has a verified service disruption, Callcap will issue a prorated credit to Client’s account to allow for service lost to disruption.
E-mail Notification: Client agrees that Callcap may contact Client via e-mail for service and marketing notifications (e.g., service initiation and service and product information).
Equipment: Callcap-provided customer premises equipment (“CPE”) will at all times remain the property of Callcap. In the event that Client fails to return any CPE to Callcap (or, at Callcap’s option, to permit recovery of CPE by Callcap) in good working order, reasonable wear and tear excepted, within 30 days after the termination or expiration of this Agreement, Client shall be responsible for the full replacement cost and shall pay to Callcap all recovery charges. Callcap makes no representations or warranties of any kind with respect to CPE.
Callcap Property: The Services are the proprietary material of Callcap and are protected by intellectual property laws. Except for Client’s personal or internal business use, Client may not modify, reproduce or distribute the content, design or layout of the Services, or individual sections of the content, design or layout of the Services or Callcap logos without Callcap’s express written permission. Except as otherwise expressly provided herein, no part of any content or software on the Services may be copied, downloaded, reverse-engineered, recorded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of Callcap. Further, during the Service Term and for two (2) years thereafter, Client agrees to keep confidential any information provided by Callcap, which, under the circumstances surrounding its disclosure would be reasonably deemed confidential, or that which Callcap designates as “confidential”, “proprietary” or some similar designation, whether upon disclosure or thereafter (e.g. pricing, business and marketing plans, product strategy, etc.) (collectively “Confidential Information”). Accordingly, Client will not use any portion of any Confidential Information for any purpose other than those provided for under this Agreement and Client shall not disclose any Confidential Information to anyone except to an employee, contractor or authorized agent who has a need to know related to Client’s use of the Services and is bound by confidentiality obligations substantially similar to those contained in this Section. Client shall be responsible for any unauthorized use or disclosure of Confidential Information by its employees, agents or contractors.
Feedback: Client may choose to provide Callcap with input, suggestions, comments, ideas, concepts, know-how, or other feedback (collectively, “Feedback”) in connection with the its use of any Services made available hereunder and agrees that Callcap will be free to use such Feedback entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
Content License: To the extent Client uses any Outbound Services and provides any Content in connection therewith, Client represents and warrants during the Service Term that it has all necessary rights, title, and interests necessary to provide any and all Content that it elects to upload into any Services or otherwise provide to Callcap hereunder and that Client’s provision thereof shall not infringe the rights of any third party, including intellectual property rights. Client hereby grants Callcap an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, distribute, make derivative works of, analyze, filter, sort, and summarize the Content in connection with the operation of the applicable Services.
CTNs: Client shall not have the right to use the CTNs other than as explicitly set out herein without Callcap’s prior written consent. As between the parties, all CTNs remain Callcap’s property, pursuant to our agreements with various telephone carriers and vendors, and are made available to Client solely for use in accordance with these Terms and subject to applicable law and regulation. Upon expiration or termination of this Agreement, all Client’s rights to the use of the CTNs shall cease absolutely. Thereafter, Client shall take all reasonable steps to remove, amend or cancel all publications, advertisements, promotions and other items bearing any CTN and shall not thereafter distribute or sell any Media or other item whatsoever bearing any CTN. The parties acknowledge and agree that your use of any CTNs may be further limited by, among other factors, changes to telephone carrier terms, changes in carrier relationships, guidelines recommended by Federal, state or local regulators, or changes to applicable law and regulation from time to time. Additionally, Callcap reserves the right to set limits on the volume of CTNs to be made available hereunder and make no guarantee that local CTNs will be available for specific area codes.
Client Proprietary Information: Client’s proprietary information (“CPI”) includes the Client’s Service selections, feature selections, demographic information, call recordings, call detail records, Conversation Data, and usage data for the Services. CPI does not include Client’s name and address. Callcap agrees to protect the confidentiality of Client’s CPI. Client hereby authorizes Callcap to record, maintain, modify, and use Client’s CPI (i) to install and manage the Services, (ii) to enhance the benefits of Client’s existing Services, (iii) to enhance Callcap’s ability to offer products and services tailored to Client’s needs, and (iv) to diagnose Service problems. Client’s call recordings, if any, Conversation Data, if any, and call detail records are stored by Callcap for 24 months from the date of the call. Upon termination of this Agreement, Client call recordings and call detail records will be deleted by Callcap.
Security and Privacy: For purposes of this Agreement, the term “Personal Information” shall mean information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with any natural person, household, or device and that is collected, received, stored, processed, or otherwise used by Callcap in providing the Services to Client under an Application for Service. During the Service Term, Callcap will implement and maintain an information security program that includes administrative, technical, and physical safeguards that are commensurate to the nature and sensitivity of the relevant information assets and designed to prevent unauthorized access, use, or disclosure of any CPI stored and/or processed by Callcap pursuant to this Agreement. To the extent applicable, each party agrees to comply with all state and federal laws that relate to the protection of privacy and Personal Information and/or provide individuals with certain rights with respect to their Personal Information such as the California Consumer Protection Act (California Civil Code §§ 1798.100, et seq., as amended by the California Privacy Rights Act of 2020), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, the Connecticut Data Privacy Act, and their respective implementing regulations and guidance, as may be amended or supplemented (collectively, the “Data Privacy Laws”). To the extent relevant to the Services provided under this Agreement and any applicable Data Privacy Laws, Client will be deemed to be the “business” or “controller” and Callcap shall be deemed to be the “service provider” or “processor” to Client under the Data Privacy Laws, as applicable. The nature and purpose of Callcap’s processing of Personal Information under these Terms is the provision of the specific Services listed in the applicable Application for Service to Client (the “Business Purpose”). The processing of the Personal Information shall continue for the duration of the Service Term subject to Section 18(e) above. Callcap will: (1) limit the collection of any Personal Information to only what is necessary for the Business Purpose; (2) not “sell” or “share” (as such terms are defined under applicable Data Privacy Laws) such Personal Information; and (3) not retain, use, or disclose such Personal Information for a commercial purpose other than providing the Services to Client or any purpose other than: (i) the Business Purpose; (ii) in accordance with Client’s written instructions; or (iii) as otherwise permitted by the applicable Data Privacy Laws. Callcap will cooperate with Client in responding to and complying with consumer requests made pursuant to any applicable Data Privacy Laws and, if applicable, requiring Callcap’s sub-processors, if any, to do the same with respect to any Personal Information in their custody or control unless Callcap determines in good faith that such processing is impossible or involves disproportionate effort, in which case, Callcap will provide Client with a reasonably detailed explanation of its determination. To the extent required by any applicable Data Privacy Laws, once per year during the Subscription Term and upon reasonable advance notice from Client, Callcap will provide to Client with any information reasonably necessary to demonstrate Callcap’s compliance with its obligations under this Section. Callcap shall notify Client if it determines that it can no longer meet its obligations under any applicable Data Privacy Laws. In such event, Client shall have the right, upon notice to Callcap, to take any reasonable and appropriate steps to stop and remediate any unauthorized processing of Personal Information by Callcap.
Force Majeure: Except for payment obligations, neither party is liable for any failure or delay resulting from a condition beyond the reasonable control of the party, such as acts of God, government, terrorism, epidemics, natural disasters, labor conditions, riots, power failures, third party connection or utilities outages, Internet disruption or latency, interruption or failure of ISP and carrier lines.
General Terms: This Agreement constitutes the entire agreement between the parties with respect to the Services. There are no other written or oral understandings, promises or agreements related hereto. No Application for Service will be accepted by Callcap that includes terms modified in any way by Client, including handwritten modifications and strike-outs. The word “include” or any variants thereof used herein shall be construed non-exclusively to mean “including without limitation.” Any section headings contained herein are for reference purposes only and do not in any way affect the meaning or interpretation of this Agreement. Subject to the foregoing, any other amendments and/or waivers to this Agreement will be valid only if in writing and executed by an authorized representative of Client and a Callcap vice president or above. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Callcap may modify these Terms from time to time by posting a revised version to its website. Client’s continued use of the Services following such changes signifies Client’s acceptance of such modifications.
Authority to Execute: Client represents and warrants that the individual executing the Application for Service on behalf of Client has been duly-authorized to do so.