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Terms of Use

[vc_row][vc_column][vc_column_text]CallWallet Terms and Conditions of Use

Effective as of 23 January 2019

1 Introduction
2 Changes to the Agreements
3 Enjoying CallWallet
4 Payments, cancellations, and cooling off
5 Using our service
6 Third Party Applications and Devices
7 User-Generated Content
8 Rights you grant us
9 User guidelines
10 Infringement and reporting User Content
11 Service limitations and modifications
12 Brand Accounts
13 CallWallet Support Community
14 Customer support
15 Export control
16 Term and termination
17 Warranty disclaimer
18 Limitation
19 Third party rights
20 Entire agreement
21 Severability, waiver, and interpretation
22 Assignment
23 Indemnification
24 Choice of law, mandatory arbitration, and venue
25 Contact us

Hello, and welcome to the CallWallet Terms and Conditions of Use (“Terms”). The Terms you see below are important because they:

  • Outline your legal rights on CallWallet
  • Explain the rights you give to us when you use CallWallet
  • Describe the rules everyone needs to follow when using CallWallet
  • Contain a class action waiver and an agreement on how to resolve any disputes that may arise by arbitration

Please read these Terms, our Privacy Policy and any other terms referenced in this document carefully. We hope you’re sitting comfortably and listening to some great music.

Here we go…

1 Introduction

Thanks for choosing CallWallet (“CallWallet,” “we,” “us,” “our”). CallWallet provides an integration to your CRM using oauth standard connection through API with read and write functionality as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these CallWallet services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “CallWallet Service” or “Service”), or accessing other content or material that is made available through the Service (the “Content”) you are entering into a binding contract with the CallWallet entity indicated in Section 25 (Contact us).

Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms with any third parties (collectively, the “Agreements”). The Agreements include terms regarding future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you wish to review the terms of the Agreements, the current effective version of the Agreements can be found on CallWallet’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the CallWallet Service or access any Content.

 

In order to use the CallWallet Service and access any Content, you need to (1) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (2) reside in a country where Service is available. You also promise that any registration information that you submit to CallWallet is true, accurate, and complete, and you agree to keep it that way at all times

 

2 Changes to the Agreements

Occasionally we may make changes to the Agreements for valid reasons, such as improving the existing functions or features or adding new functions or features to the Service, implementing advancements in science and technology, and reasonable technical adjustments to the Service, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When we make material changes to the Agreements, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us. If you received a Trial or a Paid Subscription through a third party, you must cancel the applicable Paid Subscription through such third party.

3 Enjoying CallWallet

Here’s some information about all the ways you can enjoy CallWallet.

3.1 Service Options

You can find a description of our Service options on our website, and we will explain which Service options are available to you when you create a CallWallet account. Certain options are provided to you free-of-charge. The CallWallet Service that does not require payment is currently referred to as the “Free Service.” Other options require payment before you can access them (the “Paid Subscriptions”). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the CallWallet Service. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.

The Premium Service may not be available to all users. We will explain which services are available to you when you are signing up for the services. If you cancel your subscription to the Premium Service, or if your subscription to the Premium Service is interrupted (for example, if you change your payment details), you may not be able to re-subscribe for the Premium Service.

3.2 Trials

From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). CallWallet may determine your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.

4 Payments, cancellations, and cooling off

4.1 Billing

You may purchase a Paid Subscription directly from CallWallet by paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase

CallWallet may change the price for the Paid Subscriptions, including recurring subscription fees from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the CallWallet Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.

If you register for a Paid Subscription, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days starting from the day you sign-up for the relevant service (the “Cooling-off Period”) in accordance with the following:

  • If you sign up for a Trial, you agree that the Cooling-off Period for the Paid Subscription for which you are receiving a Trial ends fourteen (14) days after you start the Trial. If you don’t cancel the Paid Subscription before the Trial ends, you lose your right of withdrawal and authorize CallWallet to automatically charge you the agreed price each month until you cancel the Paid Subscription.
  • If you purchase a Paid Subscription with no Trial, you authorize CallWallet to charge you automatically each month until you cancel. You agree that the Cooling-off Period is available for fourteen (14) days after your purchase but is lost once you use the CallWallet Service during that period.

4.2 Renewal; Cancellation

Your payment to CallWallet will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. If you purchased your Paid Subscription through CallWallet and you cancel your payment or Paid Subscription and/or terminate any of the Agreements (1) after the Cooling-off Period is over (where applicable), or (2) before the end of the current subscription period, we will not refund any subscription fees already paid to us. If you wish to receive a full refund of all monies paid to CallWallet before the Cooling-off Period is over, you must contact Customer Support. When we process any refund, we will refund amounts using the method you used for payment.

5 Using our service

The CallWallet Service and the Content are the property of CallWallet or CallWallet’s licensors. We grant you limited, non-exclusive, revocable permission to make use of the CallWallet Service, and limited, non-exclusive, revocable permission to make personal use of the Content (collectively, “Access”). This Access shall remain in effect until and unless terminated by you or CallWallet. You promise and agree that you are using the CallWallet Service and Content for your own personal use and that you will not redistribute or transfer the CallWallet Service or the Content.

The CallWallet software applications and the Content are not sold or transferred to you, and CallWallet and its licensors retain ownership of all copies of the CallWallet software applications and Content even after installation on your personal computers, mobile handsets, tablets, wearable devices, or other devices (“Devices”).

All CallWallet trademarks, service marks, trade names, logos, domain names, and any other features of the CallWallet brand (“CallWallet Brand Features”) are the sole property of CallWallet. The Agreements do not grant you any rights to use any CallWallet Brand Features whether for commercial or non-commercial use.

You agree to abide by our User guidelines and not to use the CallWallet Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, CallWallet grants no right, title, or interest to you in the CallWallet Service or Content.

6 Third Party Applications and Devices

The CallWallet Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) and third party Devices to make the CallWallet Service available to you. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that CallWallet does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does CallWallet warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.

7 User-Generated Content

CallWallet users may upload, content to the CRM to which they connect .

You promise that, with respect to any Content you upload, (1) you have the right to upload such Content, and (2) such Content, , does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your Content by CallWallet.

You are solely responsible for all Content that you upload. CallWallet is not responsible for Content nor does it attest to the accuracy or otherwise contained in any Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST CALLWALLET RELATED TO CONTENT THAT YOU UPLOAD, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD CALLWALLET HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

8 Rights you grant us

In consideration for the rights granted to you under the Agreements, you grant us the right to (1) allow the CallWallet Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you..

If you provide feedback, ideas, or suggestions to CallWallet in connection with the CallWallet Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize CallWallet to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.

You grant CallWallet a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.

9 User guidelines

CallWallet respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Service, to make sure CallWallet stays enjoyable for everyone. You must follow these rules and should encourage other users to do the same. The following is not permitted for any reason whatsoever:

  1. reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the CallWallet Service, Content or any part thereof except to the extent permitted by applicable law. [If applicable law allows you to decompile any part of the CallWallet Service or the Content where required in order to obtain the information necessary to create an independent program that can be operated with the CallWallet Service or with another program, the information you obtain from such activities (a) may only be used for the foregoing objective, (b) may not be disclosed or communicated without CallWallet’s prior written consent to any third party to whom it is not necessary to disclose or communicate in order to achieve that objective, and (c) may not be used to create any software or service that is substantially similar in its expression to any part of the CallWallet Service or the Content];
  2. circumventing any technology used by CallWallet, its licensors, or any third party to protect the Content or the Service;
  3. selling, renting, sublicensing, or leasing of any part of the CallWallet Service or the Content;
  4. circumventing any territorial restrictions applied by CallWallet or its licensors;
  5. removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or the Service or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);.

Please respect CallWallet, the owners of the Content, and other users of the CallWallet Service. Don’t engage in any activity, post any Content, which is or includes material that:

  1. is offensive, abusive, defamatory, pornographic, threatening, or obscene;
  2. is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of CallWallet or a third party;
  3. includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  4. interferes with or in any way disrupts the CallWallet Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or CallWallet’s computer systems, network, usage rules, or any of CallWallet’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
  5. conflicts with the Agreements, as determined by CallWallet.

You acknowledge and agree that uploading Content that violates these User guidelines (or that CallWallet reasonably believes violates these User guidelines) may result in immediate termination or suspension of your CallWallet account. You also agree that CallWallet may reclaim your username where it is reasonable for us to do so, including if you have violated the Agreements.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.

10 Infringement and reporting User Content

Not in use at this time.

11 Service limitations and modifications

CallWallet will make reasonable efforts to keep the CallWallet Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. CallWallet reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the CallWallet Service, with advance notice where possible, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the CallWallet Service or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Service, or to implement advancements in science and technology or ensure the operability or the security of the Service, legal and regulatory reasons.

Notwithstanding the foregoing, if you have prepaid fees to CallWallet for Paid Subscriptions that CallWallet permanently discontinues prior to the end of the Pre-Paid Period (defined in the Payments, cancellations, and cooling off section), CallWallet will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. You understand, agree, and accept that CallWallet will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. CallWallet and/or the owners of any Content may, from time to time, remove any such Content without notice. This section will be enforced to the extent permissible by applicable law.

12 Brand Accounts

Not in use at this time

13 CallWallet Support Community

The CallWallet Support Community is a place for discussions and exchange of information, tips, and other materials related to the CallWallet Service. By using the CallWallet Support Community you agree to the community terms.

14 Customer support

For customer support with account-related and payment-related questions (“Customer Support Queries”), please submit a ticket to our Customer Service department using the Customer Service contact form on the About Us section of our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.

15 Export control

CallWallet’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.

You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from CallWallet under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

16 Term and termination

The Agreements will continue to apply to you until terminated by either you or CallWallet. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. CallWallet may terminate the Agreements or suspend your access to the CallWallet Service at any time, including in the event of your actual or suspected unauthorised use of the CallWallet Service and/or Content, non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you reasonable notice in advance of doing so). If you or CallWallet terminate the Agreements, or if CallWallet suspends your access to the CallWallet Service, you agree that CallWallet shall have no liability or responsibility to you, and CallWallet will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. To learn how to terminate your CallWallet account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law.

Sections 7, 8, 9, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

17 Warranty disclaimer

YOU UNDERSTAND AND AGREE THAT THE CALLWALLET SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. CALLWALLET AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER CALLWALLET NOR ANY OWNER OF CONTENT WARRANTS THAT THE CALLWALLET SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, CALLWALLET MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE CALLWALLET SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND CALLWALLET IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING.

NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM CALLWALLET SHALL CREATE ANY WARRANTY ON BEHALF OF CALLWALLET.

WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS SECTION SHALL HAVE THE EFFECT OF LIMITING CALLWALLET’S LIABILITY IN THE EVENT OF TOTAL OR PARTIAL NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS ESSENTIAL OBLIGATIONS FOR PROVIDING THE SERVICE UNDER THE AGREEMENTS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

18 Limitation

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE CALLWALLET SERVICE IS TO UNINSTALL ANY CALLWALLET SOFTWARE AND TO STOP USING THE CALLWALLET SERVICE. YOU AGREE THAT CALLWALLET HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE CALLWALLET SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO CALLWALLET, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

IN NO EVENT WILL CALLWALLET, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

(1) ANY LOSS OR DAMAGE (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY, DAMAGES) WHICH IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT; (2) ANY: (A) LOSS OF USE; (B) LOSS OF DATA; (C) LOSS OF BUSINESS; (D) LOSS OF PROFITS; OR
(E) DAMAGE TO DEVICES, TO THE EXTENT YOU COULD HAVE AVOIDED SUCH DAMAGE BY FOLLOWING OUR ADVICE TO APPLY UPDATES TO THE SERVICES OR CONTENT OR IF SUCH DAMAGE IS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US,

IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE CALLWALLET SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER CALLWALLET HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;

(3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE CALLWALLET SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO CALLWALLET DURING THE PRIOR TWELVE MONTHS IN QUESTION; OR

(4) NON-PERFORMANCE OR INADEQUATE PERFORMANCE OR DELAY TO THE OBLIGATIONS DERIVING FROM THE AGREEMENTS CAUSED BY FORCE MAJEURE OR ANY CAUSE WHICH IS NOT REASONABLY FORESEEABLE OR BEYOND CALLWALLET’S REASONABLE CONTROL.

Nothing in the Agreements removes or limits CallWallet’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE RIGHTS UNDER APPLICABLE LAW IN YOUR JURISDICTION WHICH PROVIDES FOR REMEDIES IN ADDITION TO THOSE SET OUT ABOVE.

19 Third party rights

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and CallWallet, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and CallWallet only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

20 Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and CallWallet, the Agreements constitute all the terms and conditions agreed upon between you and CallWallet and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that certain aspects of your use of the CallWallet Service may be governed by additional agreements. That could include, for example, access to the CallWallet Service as a result of a gift card, free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on CallWallet’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.

21 Severability, waiver, and interpretation

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by CallWallet or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive CallWallet’s or the applicable third party beneficiary’s right to do so.

As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.”

22 Assignment

CallWallet may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and CallWallet may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.

23 Indemnification

You agree to indemnify and hold CallWallet harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the CallWallet Service; and (4) your violation of any law or the rights of a third party.

24 Choice of law, mandatory arbitration and venue

24.1 Governing Law / Jurisdiction

Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state or country listed below, without regard to choice or conflicts of law principles.

Further, you and CallWallet agree to the jurisdiction of the law of Scotland to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them). (In some cases, that jurisdiction will be “exclusive”, meaning that no other countries’ courts can preside over the matter; have jurisdiction; in other cases, the jurisdiction is “non-exclusive”, meaning that other countries’ courts may have jurisdiction as well.

24.2 CLASS ACTION WAIVER

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND CALLWALLET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and CallWallet agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

24.3 ARBITRATION

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 24.3. is enforceable, the following mandatory arbitration provisions apply to you:

24.3.1 Dispute resolution and arbitration

You and CallWallet agree that any dispute, claim, or controversy between you and CallWallet arising in connection with or relating in any way to these Agreements or to your relationship with CallWallet as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

24.3.2 Exceptions

Notwithstanding clause 24.3.1 above, you and CallWallet both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a small claims court ,(2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.

24.3.3 Arbitration rules

Either you or we may start arbitration proceedings. Any arbitration between you and CallWallet will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC.

Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of [the relevant state or country listed in clause 24.1], without regard to choice or conflicts of law principles.

24.3.4 Time for filing

Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

24.3.5 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or CallWallet may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or CallWallet shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, CallWallet shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by CallWallet in settlement of the dispute prior to the arbitrator’s award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor CallWallet shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.

24.3.6 Modifications

In the event that CallWallet makes any future change to this arbitration provision (other than a change to CallWallet’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to CallWallet’s address for Notice, in which case your account with CallWallet shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.

24.3.7 Enforceability

If the class action waiver at Section 24.2 is found to be unenforceable in arbitration or if any part of this Section 24.3 is found to be invalid or unenforceable, then the entirety of this Section 24.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 24.1 shall govern any action arising out of or related to the Agreements.

25 Contact us

If you have any questions concerning the CallWallet Service or the Agreements, please contact CallWallet Customer Service by visiting the About Us section of our website.

Thank you for reading our Terms. We hope you enjoy CallWallet!

Contracting entity: CallWallet t/a Autodialer Handsfree Ltd. 16 – 18 Weir Street , Falkirk FK1 1RA

© CallWallet

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