If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity and your acceptance of these Terms will be deemed an acceptance of these Terms by that entity, and “you”, “your”, or “user” herein shall refer to that entity, its directors, officers, employees and agents.
Access to and use of the Platform is available only to individuals who are at least 18 years of age and can form legally binding contracts under applicable law. By accessing the Platform, you represent and warrant that you are such an individual.
Callpilot’s customer support team is active during normal business hours on normal business days and you may submit a request to the customer support team if you have any questions regarding the Platform or Terms here https://callpilot.io/#schedule. We will make reasonable efforts to respond to such requests within three (3) business days.
Confidential Information means non-public information of a party to these Terms and includes, but is not limited to, the know-how; trade secrets; information about existing, new, or envisioned products, services, or features and their development and performance; any scientific, engineering, or technical information; computer software; business and financial information; and information relating to manufacturing, marketing, sales, customers, and pricing. Confidential Information also includes information received by a party from others that the party has an obligation to treat as confidential. Confidential Information does not include: (i) information rightfully possessed by a receiving party, as shown by reliable evidence, prior to any disclosure by the other party; (ii) information that is or becomes generally available to the public through no fault of the receiving party; (iii) information obtained by the receiving party in good faith from a third party who discloses such information to such party on a non-confidential basis without violating any obligation of secrecy relating to the information disclosed; or (iv) information that the receiving party independently develops without access to the information of the disclosing party.
Platform means Callpilot’s interactive and configurable verification platform (often referred to generically as a third-party verification platform) that you use to engage your customers and allows you to send surveys to those customers through multiple channels including for example, text, email, and your CRM. Platform also includes any websites, applications, software, processes, or other online or software-based services provided by or through Callpilot.
Platform App is an app made available by Callpilot and intended for iOS and Android mobile devices that a Survey Participant (defined below) may use to take a survey.
Platform Offerings means the Platform and Platform App, collectively.
Survey Participant is a person who is your customer and who completes a survey through the Platform Offerings.
Survey Participant Data includes the response provided by Survey Participants and any personally identifiable data of a Survey Participant including, for example, the name and address of the Survey Participant.
Usage Data means non-personally identifiable data related to usage of the Platform Offerings including, for example and without limitation, the number of visits by Survey Participants, dates and times of surveys, the length of time for completing a survey, various counts of activity, geolocation, and any errors or unexpected operation of the Platform or Platform App.
Your Data means all non-public materials, data, and information provided by a you to Callpilot, including without limitation, your customer’s data, your Confidential Information, content (for example, survey materials developed by you), and all intellectual property rights thereto.
1. Description of the Platform.
1.1. Service Provided via the Platform. As mentioned, the Platform enables you to conduct verification surveys. The Platform includes a portal or other segmented portion where you can upload, create, and distribute surveys. Surveys may include video (for example, a recorded survey questioner or artificial intelligence survey questioner), audio (for example, spoken questions), and other media. The Platform also includes a portal or portion that includes management and reporting tools to help you view and manage survey results.
2. Functionality of the Platform. Callpilot provides certain service functionalities as a part of the Platform. Callpilot may add other functionalities and/or modify some of the functionalities at its own discretion and without further notice.
3. Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Platform Offerings to any third party, including, but not limited to your affiliates, or use the Platform Offerings in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform Offerings or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform Offerings; (iii) reverse engineer, decompile or disassemble, decrypt or attempt to derive the source code of, the Platform Offerings, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change, or create any derivative works of the Platform Offerings, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access or monitor the Platform Offerings for any purpose; (vi) take any action that imposes or may impose (at Callpilot’s sole discretion) an unreasonable or disproportionately large load on the Callpilot infrastructure or infrastructure which supports the Platform Offerings; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform Offerings, or any related activities; (viii) remove, deface, obscure, or alter Callpilot’s or any third party’s identification or attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform Offerings, or use or display logos of the Platform Offerings, without Callpilot’s prior written approval; (ix) use Callpilot’s marks without our prior written consent; (x) use the Platform Offerings to develop a competing service or product; (xi) use the Platform Offerings to send unsolicited or unauthorized commercial communications; (xii) use the Platform Offerings in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party; and/or (xiii) use or access the Platform Offerings other than for their intended purposes.
4. Fees and Payment Terms. Currently there is no fee charged for use of the Platform App. However, use of the Platform is based on a per survey fee and a set-up fee. Your right to use the Platform begins when you have paid the set-up fee and completed the set-up process. You will also be charged a fee for each survey conducted regardless of whether you use the responses generated by the surveys. Payments are not refundable. Your right to use the Platform ends if your account is inactive for thirty (30) or more days or you actively cancel your access to the Platform and/or your account by submitting a request through the website here https://callpilot.io/#schedule. All survey responses associated with your account will be deleted thirty (30) days after your access to the Platform ends.
5. Availability of Service (SLA)
We will use commercially reasonable efforts to make the Platform available with a monthly uptime percentage of at least 99.99%. The monthly uptime percentage is calculated by subtracting from 100% the percentage of minutes during the month in which the service is not available. In the event Callpilot does not meet this availability, you will be eligible to receive a refund as described below.
5.1 Refunds. In the event of the Platform is not available as described above, you get 1% of the total amount of the last invoice, per 10 minutes of unavailability, limited to 100% of the total invoice amount. To receive a refund, you must submit a claim, which contains at least the following information:
5.2 SLA Exclusions. You are not eligible to receive a refund if the outage:
6.1. Callpilot Content and Materials. The Platform, Platform App, and their content may only be used in accordance with the terms of these Terms. All materials displayed or performed on the Platform Offerings, including, but not limited to text, graphics, articles, photographs, images, illustrations (“Platform Materials”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Platform Materials accessed through the Platform Offerings, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Platform Materials or other proprietary materials not owned by you without the express prior written consent of the respective owners.
6.2. Content You Provide. In the course of using the Platform Offerings, you may provide content whether created by or for you, including but not limited to, graphics, images, files, photos, animation, artwork, text, data, information, scripts or other material or information which may be used by Callpilot in connection with the Platform Offerings as provided by Callpilot to you. You understand that by providing content, materials, data (including any personally identifiable data), or information (including without limitation information relating to your customers) to Callpilot or in connection with the Platform Offerings (“Content You Provide”), Callpilot hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Content You Provide in connection with Callpilot’s provision of the Platform Offerings to you as well as in connection with internal use by Callpilot to improve the Platform Offerings. For clarity, the foregoing license grant to Callpilot does not affect your ownership of or right to grant additional licenses to the material in Content You Provide or any confidentiality obligations of Callpilot with respect to Content You Provide otherwise set forth in these Terms. In addition, Content You Provide will be removed from Callpilot’s systems within 180 days from the time the Content You Provide is uploaded to the Platform Offerings.
7. Intellectual Property Rights.
7.1. Platform and Platform App. Title and full, exclusive ownership rights in the Platform Offerings (and all parts of either, including the Platform Materials), and all reproductions, corrections, modifications, enhancements, and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage of the Platform Offerings (excluding Your Data), and Callpilot’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Callpilot (or its third party providers). “Callpilot” is a mark of Callpilot or its affiliates. All other trademarks, service marks, and logos used on the Platform Offerings are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Platform Offerings and the Platform Materials.
7.2. Content You Provide. The intellectual property and all other rights, title and interest of any nature in and to Content You Provide are and shall remain your exclusive property. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests to Content You Provide to Callpilot or any third party.
8. Confidential Information.
Except as otherwise permitted under this Agreement, you and Callpilot will not knowingly disclose to any third party or make use of any Confidential Information while these Terms are in effect and for so long as such information remains confidential. This provision shall not be deemed to prevent the disclosures of information after having received prior consent from the other party, disclosures required by applicable law or a binding regulation, rule or order of a court, governmental or regulatory body having competent authority and jurisdiction over same, or disclosures to the parties’ respective attorneys and accountants for legal and accounting advice. Upon any termination of your subscription to the Platform Offerings, you shall return to us all Callpilot Confidential Information, and all copies thereof, in your possession, custody or control unless otherwise expressly provided in these Terms.
9. Data Rights and Use.
You represent and warrant that you have complied and will comply with all applicable laws related to the use, disclosure, and processing of and has the obtained all rights, authorization, consents and necessary to provide Your Data to Callpilot for all uses required for the operation of the Platform Offerings and additional uses as outlined in this section. As between you and Callpilot, you shall retain ownership of the entire right, title, and interest in and to Your Data. No ownership rights in Your Data are transferred to Callpilot. Callpilot shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data. However and except as may be restricted by applicable privacy laws, You grant to Callpilot and its affiliates a non-exclusive, perpetual, irrevocable, worldwide license to use, sample, collect, and compile Your Data in aggregated and/or de-identified form for the purposes of providing or maintenance of, improvement to, and operation of the Platform or for any new or different products or services or other lawful purposes, including without limitation training of artificial intelligence and the generation of derivative data. As between Your and Callpilot, Callpilot owns all right, title, and interest in and to such de-identified, aggregated data, and/or derivative data and may use the same for all lawful purposes. In addition, we shall own Usage Data.
10. Termination by Callpilot. Callpilot shall have the right to terminate your use of the Platform Offerings or to terminate the Platform Offerings at any time and without prior notice or liability to you. Notwithstanding, Callpilot may terminate your use of the Platform Offerings at any time and without prior written notice in any case where it believes that you have breached these Terms and such breach may cause Callpilot irreparable harm unless your Account is terminated immediately. Upon termination of these Terms, you shall cease all use of the Platform Offerings.
11. Effect of Termination. Upon termination you will lose all access to the Platform Offerings and to Content You Provide that we may be storing on your behalf. We do not accept any liability for any termination of the Platform Offerings or Content You Provide that is deleted in connection thereto. We shall not be liable to you or any third party for termination of your use of or access to the Platform Offerings, or any portion thereof. This Section 11 and Sections 3 (Restrictions), 6 (Content), 7 (Intellectual Property Rights), 9 (Data Rights and Use), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Disclosure), 20 (Governing Law and Disputes) and 21 (General), as well as any other provision which is intended to survive termination of the Terms or your subscription to the Platform Offerings, shall survive termination of these Terms and your subscription to the Platform Offerings.
12. Warranty Disclaimer.
12.1. The Platform Offerings are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Platform Offerings and for the selection of the Platform Offerings to achieve your intended results. CALLPILOT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12.2. CALLPILOT DOES NOT WARRANT THAT THE PLATFORM OFFERINGS OR ACCESS TO AND USE OF THE PLATFORM OFFERINGS WILL BE UNINTERRUPTED, ERROR FREE THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OFFERINGS IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
12.3. CALLPILOT OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OFFERINGS, INCLUDING WITHOUT LIMITATION ANY WARRANTY: (I) THAT THE PLATFORM OFFERINGS, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT ALL VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF CONTENT YOU PROVIDE ON OR BY THE PLATFORM OFFERINGS.
12.4. CALLPILOT DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE PLATFORM OFFERINGS. YOUR USE OF AND RELIANCE UPON PLATFORM OFFERINGS, OR CONTENT AND DATA (INCLUDING CUSTOMER DATA) IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND CALLPILOT, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
12.5. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
13. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
13.1. IN NO EVENT WILL CALLPILOT ITS AFFILIATES AND THIRD-PARTY PROVIDERS BE LIABLE UNDER OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR: (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
13.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CALLPILOT, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE PLATFORM OFFERINGS), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) FOR IN THE 6 MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
13.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 13 SHALL APPLY: (I) EVEN IF CALLPILOT, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
13.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
14. Indemniﬁcation. You hereby warrant, represent and agree to hold Callpilot harmless and to indemnify Callpilot and its respective affiliates, officers, directors, employees and agents from and against any and all claims, damage, obligations, liabilities, loss, expense, legal expense (including but not limited to attorney’s fees) or cost incurred as a result of (i) your use of or inability to use the Platform Offerings; (ii) your violation of these Terms, including any false representation; and/or (iii) Your Data and Content You Provide infringing or otherwise violating third-party rights.
15. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform Offerings as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena, or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of Callpilot, its users or the public.
18. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Callpilot without restriction.
19. Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site and your continued use of the Platform Offerings thereafter means that you accept those changes.
20. Governing Law and Disputes. These Terms and any disputes between you and Callpilot shall be governed by the laws of the State of Utah, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes between you and Callpilot shall be the courts located in the County of Salt Lake City, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Callpilot reserves the right to seek injunctive relief in any court in any jurisdiction.
21. General. These Terms and any order form represent the complete agreement concerning the Platform Offerings between you and Callpilot and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and any other document, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Callpilot, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture, or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.