Last updated July 28, 2025
This Terms and Conditions agreement ("Agreement") is entered into by and between Callbotics LLC ("Callbotics") and the entity identified on the Order Form ("Customer") as of the date of Customer's signature on the Order Form ("Effective Date"). By signing the Order Form, Customer agrees to be bound by these Terms and Conditions.
"Services" means the software-as-a-service (SaaS) products and related services provided by Callbotics as specified in the Order Form.
"Customer Data" means any data, information, or material provided, uploaded, or submitted by Customer to the Services.
"Documentation" means any user manuals, technical documentation, or other materials provided by Callbotics.
"Order Form" means the document executed by both parties that specifies the Services, fees, subscription term, and other details of Customer's subscription.
Upon execution of the Order Form and payment of applicable fees, Callbotics grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription period specified in the Order Form, solely for internal business purposes in accordance with the Documentation.
Callbotics will provide the Services in accordance with any service levels and support terms specified in the Order Form or Documentation.
Callbotics may provide updates, enhancements, or new features at its discretion. Callbotics is not obligated to provide any particular update or feature.
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Callbotics product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures Callbotics may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) make any representations or warranties to any third party with respect to the Services that are inconsistent with the terms of this Agreement; (x) submit transactions in a manner that Callbotics, in its sole and absolute discretion, deems excessive or abusive; (xi) submit eligibility and benefits transactions or otherwise use or access the Services in an attempt to determine the existence, status, or details of an individual's insurance coverage without a reasonable basis for believing such coverage exists unless explicitly authorized to do so by Callbotics; (xii) use the Services for any high risk activities in which the failure of the Services could lead to severe physical, economic, or environmental damage; (xiii) use bots, scraping methods, or other unauthorized techniques to access or retrieve information from the Services; (xiv) use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights or any requirements of payers or intermediary service providers; or (xv) submit data subject to any export control law or the European Union Data Protection Regulation 2016/679 ("GDPR"). Customer is responsible for all of Customer's activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer shall (a) use the Service in compliance with all applicable local, state, national and foreign laws, treaties, and regulations in connection with Customer's use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws); (b) adhere to rules, regulations and policies of payers and intermediary service providers and obtain any documents or supplementary agreements requested by Callbotics necessary to comply therewith; (c) immediately delete any data or information erroneously routed, provided, delivered, or made available to Customer upon notice from Callbotics, which notice may be via email or telephone and is expressly excepted from the notice requirements in Section 16; (d) maintain and enforce security measures at least as protective as industry best practices to reduce the risk of security breaches and unauthorized access to the Services; and (e) notify Callbotics promptly of any known or suspected security breach or unauthorized use of the Services. Callbotics may suspend Customer's access to and use of any Service and Callbotics's platform without credit at any time if Callbotics believes that Customer's access to the Services puts the performance, integrity, or security of the Services in danger of being compromised or presents a security risk. Callbotics shall not be responsible for any damages, whether direct or indirect, resulting from Customer's decision not to use any security features or products offered by Callbotics and for Customer's use or misuse of the Services in violation of the security measures recommended by Callbotics.
"Confidential Information" means all information disclosed by or on behalf of a Party ("Discloser") to the other Party ("Receiving Party") in connection with this Agreement that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. "Confidential Information" does not include information that Receiving Party can document: (1) is independently developed by Receiving Party; (2) is rightfully given to Receiving Party by a third party without confidentiality obligations; or (3) becomes public through no fault of Receiving Party. Callbotics's Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other Callbotics products or services. Each party as Receiving Party will take reasonable precautions to protect Discloser's Confidential Information and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information. Customer authorizes Callbotics to release Confidential Information to third parties as required to provide the Services. Notwithstanding any provision of this Agreement, Receiving Party may disclose Discloser's Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Receiving Party will (A) provide Discloser with prior written notification thereof, (B) provide Receiving Party with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Receiving Party is responsible and liable for its employees' and representatives' compliance with this Section 6, as if their actions or inactions were an action or inaction of Receiving Party.
All fees for Services are specified in the Order Form executed by Customer and are payable in accordance with the payment terms set forth therein. Payments are non-refundable and non-cancelable for the purchased term. Callbotics may charge a 3% convenience fee for payments made by card. Fees do not include taxes. You are responsible for all applicable taxes, except for taxes based on CB's income.
This Agreement commences on the Effective Date and continues for the initial term specified in the Order Form. Thereafter, it will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, or unless terminated earlier as provided below. If either party elects not to renew, the Agreement will remain in effect solely with respect to any active Subscription, which will continue until their stated expiration or termination.
Either party may terminate this Agreement or any Subscription for material breach by the other party, provided the non-breaching party gives written notice describing the breach in reasonable detail and the breaching party fails to cure the breach within thirty (30) days after receipt of such notice. If the breach is not curable, termination is effective immediately upon notice. Customer may also terminate immediately if Callbotics materially breaches its confidentiality obligations.
Callbotics may terminate this Agreement or any Order Form immediately upon written notice if:
Callbotics may suspend access to the Services upon thirty (30) days' written notice if Customer's account is more than thirty (30) days past due, except for amounts subject to a good faith dispute. Callbotics may also suspend or terminate access immediately to prevent harm to the Services, comply with law, or mitigate legal risk.
Upon expiration or termination of this Agreement or Subscription:
Upon written request made within thirty (30) days after expiration or termination, Callbotics will make Customer Data available for download in a mutually agreed format. After this period, Callbotics will have no obligation to retain or provide Customer Data and will delete it from its systems, except as required by law or for backup purposes, provided that such backup copies will be deleted in accordance with standard retention schedules and will remain subject to confidentiality and security obligations.
The following provisions survive any termination or expiration of this Agreement: confidentiality, intellectual property, indemnification, limitation of liability, payment obligations, governing law, dispute resolution, and any other provisions which by their nature should survive.
During the term of this Agreement and for twenty-four (24) months thereafter, Customer shall not, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee or contractor of Callbotics without Callbotics’ prior written consent. Customer acknowledges that any such action would cause irreparable harm to Callbotics, entitling Callbotics to injunctive relief and recovery of all damages, including reasonable attorneys’ fees and costs.
As between the parties, Callbotics retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Callbotics for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on official website) shall be deemed a part of the "Services" and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Callbotics with respect to the Service ("Feedback"). Callbotics acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Callbotics a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Callbotics's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT COMPLEX COMPUTER SYSTEMS, SOFTWARE, AND INFORMATION PROCESSING SERVICES, SUCH AS THOSE USED IN PROVIDING THE SERVICES, ARE RARELY FREE OF DEFECTS, PERFORM WITHOUT INTERRUPTION, OR PROVIDE COMPLETE SECURITY, AND NO WARRANTY WITH RESPECT THERETO IS PROVIDED HEREUNDER. CALLBOTICS ASSUMES NO LIABILITY FOR OR RELATED TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT. CALLBOTICS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ACTIONS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DISPUTES CONCERNING PAYMENT OF CLAIMS, ELIGIBILITY STATUS OF A PATIENT, AUTHORIZATIONS FOR CREDIT, DEBIT OR CHECK TRANSACTIONS, PRE-AUTHORIZATION, PRE-CERTIFICATION, OR OTHER PAYER-SUBMITTED INFORMATION. INFORMATION SUBMITTED BY A PAYER THROUGH CALLBOTICS IS NO GUARANTEE OF PAYMENT AND DOES NOT CONSTITUTE A PROMISE TO PAY. ELIGIBILITY INFORMATION IS SUBJECT TO CHANGE AND WAITING PERIODS MAY APPLY. CUSTOMER ACKNOWLEDGES THAT THE SERVICES INVOLVE COMPLEX SYSTEMS AND DATA PROCESSING THAT MAY CONTAIN ERRORS. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ALL INFORMATION OBTAINED THROUGH THE SERVICES BEFORE TAKING ANY ACTION IN RELIANCE ON SUCH INFORMATION. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ANY DECISION MADE BASED ON INFORMATION PROVIDED THROUGH THE SERVICES.
Callbotics shall defend, indemnify, and hold harmless Customer, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all liabilities, claims, suits, actions, or proceedings brought by an unaffiliated third party alleging that: (i) the Service, as provided by Callbotics and used in accordance with this Agreement, directly infringes, violates, or misappropriates any valid third party intellectual property right; (ii) results in unauthorized disclosure of Customer Data due to Callbotics' negligence or willful misconduct; or (iii) causes physical injury or property damage due to Callbotics' negligence or willful misconduct; provided that: (a) Customer promptly notifies Callbotics in writing of the threat or notice of such claim within thirty (30) business days of becoming aware of such claim; (b) Callbotics will have the sole and exclusive control and authority to select defense attorneys, and defend or settle any such claim at its sole discretion; provided, however, that Callbotics shall not enter into any settlement that adversely affects Customer's rights or interests without Customer's prior written approval, which shall not be unreasonably withheld; and (c) Customer fully cooperates with Callbotics in connection therewith.
The foregoing obligations of Callbotics do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent: (i) not created or provided by Callbotics; (ii) made in whole or in part in accordance to Customer specifications; (iii) modified after delivery by Callbotics by anyone other than Callbotics; (iv) combined with other products, processes or materials not provided by Callbotics (where the alleged losses arise solely from such combination); or (v) where Customer continues allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement.
Callbotics's total liability under this indemnification shall not exceed the greater of (i) three (3) times the amounts paid by Customer to Callbotics in the twelve (12) months preceding the claim, or (ii) $50,000.
If use of a Service by Customer has become, or, in Callbotics's opinion, is likely to become, the subject of any such claim, Callbotics may, at its option and expense: (i) procure for Customer the right to continue using the Service as set forth hereunder; (ii) replace or modify a Service to make it non-infringing while maintaining substantially equivalent functionality; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Callbotics in its reasonable discretion, terminate the Agreement and refund, on a pro-rata basis, any fees previously paid to Callbotics for the corresponding unused portion of the term for related Services.
Customer shall defend, indemnify, and hold harmless Callbotics, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all liabilities, claims, investigations, fines, settlements, damages of any kind, and expenses paid or payable (including reasonable attorneys' fees) that arise from or in any way relate to: (i) Customer's willful misuse of the Service in violation of this Agreement or applicable law; (ii) Customer's willful violation of this Agreement; (iii) Customer's gross negligence or willful misconduct; or (iv) third-party claims arising directly from Customer's business operations or use of the Service in a manner not permitted by this Agreement.
For purposes of this section, "Customer Data" means all data, content, and information (including personal information) owned, held, used or created by or on behalf of Customer that is stored using, or inputted into, the Service.
The indemnification procedures for Customer shall be as follows: (a) Callbotics promptly notifies Customer in writing of the threat or notice of such claim within thirty (30) business days of becoming aware of such claim; (b) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend or settle any such claim at its sole discretion; provided, however, that Customer shall not enter into any settlement that adversely affects Callbotics' rights or interests without Callbotics' prior written approval, which shall not be unreasonably withheld; and (c) Callbotics fully cooperates with Customer in connection therewith.
Customer's total liability under this indemnification shall not exceed the greater of (i) three (3) times the amounts paid by Customer to Callbotics in the twelve (12) months preceding the claim, or (ii) $50,000.
However, the foregoing cap shall not apply, and Customer's liability shall be unlimited, with respect to indemnification obligations arising from: (a) any breach of confidentiality obligations under this Agreement; (b) any infringement, misappropriation, or violation of any intellectual property rights of Callbotics or any third party; (c) any unauthorized access, use, disclosure, or loss of data (including personal data or PHI) caused by Customer, including any data breach or violation of data protection laws; (d) Customer's willful misconduct or gross negligence; (e) Customer's breach of the use restrictions or prohibited activities set forth in this Agreement; (f) Customer's payment obligations.
EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER'S BREACH OF SECTION 3 (CONFIDENTIALITY), SECTION 2 (USE OF SERVICES), OR SECTION 12 (CUSTOMER DATA), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY (INCLUDING CUSTOMER'S CLIENTS OR VENDORS) UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID BY CUSTOMER TO CALLBOTICS HEREUNDER IN THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. DUE TO THE NATURE OF THE SERVICES BEING PERFORMED BY CALLBOTICS, IT IS AGREED THAT IN NO EVENT WILL CALLBOTICS BE LIABLE FOR ANY CLAIM, LOSS, LIABILITY, CORRECTION, COST, DAMAGE, OR EXPENSE CAUSED BY CALLBOTICS'S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER WHICH IS NOT REPORTED TO CALLBOTICS BY CUSTOMER WITHIN 14 DAYS OF SUCH PERFORMANCE OR FAILURE TO PERFORM. CALLBOTICS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO CUSTOMER'S USE OF THE SERVICES IN A MANNER NOT AUTHORIZED BY THIS AGREEMENT OR THE DOCUMENTATION PROVIDED BY CALLBOTICS. THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FEES CHARGED. THE LIMITATIONS ON REMEDIES IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CUSTOMER ACKNOWLEDGES AND AGREES THAT CALLBOTICS HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED "AS IS" AND THAT CALLBOTICS MAKES NO WARRANTIES REGARDING THE SERVICES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CUSTOMER MUST BRING ANY CLAIM RELATED TO THIS AGREEMENT WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ARISES OR SUCH CLAIM SHALL BE DEEMED WAIVED.
For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Callbotics, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all necessary rights, consents, and authorizations and will provide all necessary notices and disclosures to provide the Customer Data to Callbotics and for Callbotics to use Customer Data in the performance of its obligations, including any access by or transmission to third parties as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Callbotics shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Callbotics is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Callbotics’ s wilful misconduct. Customer is responsible for all activities that occur under its account and the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use, and Callbotics is entitled to rely upon the data input occurring under any Customer account. Customer shall enter into a BAA with Callbotics prior to using the Service to store or process Protected Health Information ("PHI") and may only transmit PHI in accordance with the BAA. To the extent that the Customer Data includes any personal information, (i) Callbotics will process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) Callbotics agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Callbotics understands its obligations under applicable data protection laws and will comply with them. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is 90 days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Callbotics may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, monetize, retain and make available Aggregated De-Identified Data for Callbotics’ s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Callbotics’ s products and services). "Aggregated De-Identified Data" means data submitted to, collected by, or generated by Callbotics in connection with Customer's use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer and if the underlying data constituted PHI, such data has been de-identified in accordance with the standard and implementation specifications set forth at 45 CFR 164.514(a) and (b).
YOU AND THE COMPANY AGREE THAT ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR YOUR USE THEREOF SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED AND INCLUDES, WITHOUT LIMITATION, CLAIMS BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER SUCH CLAIMS AROSE BEFORE OR AFTER THE TERMINATION OF THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH THE AAA'S CONSUMER ARBITRATION RULES THEN IN EFFECT. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING CONSUMER-RELATED DISPUTES. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. UNLESS YOU AND THE COMPANY AGREE OTHERWISE, ANY ARBITRATION HEARINGS WILL TAKE PLACE IN THE COUNTY (OR PARISH) OF YOUR BILLING ADDRESS. IF YOUR CLAIM IS FOR $10,000 OR LESS, YOU MAY CHOOSE WHETHER THE ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF DOCUMENTS SUBMITTED TO THE ARBITRATOR, THROUGH A TELEPHONIC HEARING, OR BY AN IN-PERSON HEARING AS ESTABLISHED BY THE AAA RULES.
YOU AND THE COMPANY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR THE COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR THE COMPANY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND THE COMPANY FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, THE COMPANY, AND ALL PARTIES TO ANY SUCH PROCEEDING.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR YOUR USE THEREOF.
IF ANY PROVISION OF THIS AGREEMENT IS FOUND TO BE UNENFORCEABLE OR INVALID, THAT PROVISION SHALL BE LIMITED OR ELIMINATED TO THE MINIMUM EXTENT NECESSARY SO THAT THIS AGREEMENT SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT AND ENFORCEABLE. SPECIFICALLY, IF THE CLASS ACTION WAIVER, JURY TRIAL WAIVER, OR ARBITRATION PROVISIONS ARE FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION SECTION SHALL BE NULL AND VOID.
This Agreement represents the entire agreement between Customer and Callbotics with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between Customer and Callbotics with respect thereto. In the event of any conflict, inconsistency, or ambiguity between these Terms and the BAA (if any), these Terms shall control except to the extent the BAA must be interpreted or applied differently to ensure compliance with HIPAA.
The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York.
Callbotics may modify these Terms at any time by posting a revised version on the Callbotics website or by otherwise notifying Customer. The modified terms will become effective upon posting or, if Callbotics notifies Customer by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, Customer agrees to be bound by the modified terms. It is Customer's responsibility to check the Callbotics Site regularly for modifications to this Agreement.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email to legal@callbotics.ai or Customer's email address associated with their Callbotics account; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Callbotics shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, quarantine restrictions, power failures, network outages, third-party service provider failures, or governmental actions.
Customer agrees that Callbotics may conduct reasonable audits of Customer's use of the Services to verify compliance with this Agreement and any obligations arising from any Callbotics licensors.
Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement, and (ii) Callbotics may utilize subcontractors in the performance of its obligations hereunder.
Customer agrees that Callbotics may use Customer's name and logo to refer to Customer as a customer of Callbotics on its website and in marketing materials.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has any authority of any kind to bind the other in any respect.
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.