Terms of Service - SalesMath

Terms of Service

Thank you for your interest in our Services!

Please read these Terms of Service carefully, because they govern your use of our Services. By registering for, accessing, browsing or otherwise using our Services, you acknowledge that you have read, understood and agree to be bound by these Terms of Service.

For using the Services, you are requested to create an Account. Before creating your Account, you are required to accept our Terms of Service. Additionally, we ask you to familiarize yourself with our Privacy Policy (accessible at: https://salesmath.ai/privacy-policy) that outlines how we process your personal data and what rights do you have in regards your personal data if we were to be regarded as controllers of your personal data.

If you do not accept our Terms of Service and Privacy Policy then please do not use our Services.

The most current version of the Terms of Service and the Privacy Policy are available to you at all times on our Website. We reserve the right to update and change the Terms of Service and Privacy Policy from time to time by sending you a respective notice. Your continued use of the Services after any such changes have taken effect shall constitute your consent to the changes. Any new features that modify (e.g. enhance) the current Services, including the release of new Services and features, shall be subject to the Terms of Service and Privacy Policy. We have the right to prescribe separate additional conditions on Services (e.g. price packages, instruction manuals) which are incorporated to these Terms of Service by this reference.

If you have any questions, please contact us at info@salesmath.ai

  1. Definitions
  • “We/us/our/party/SalesMath” – SalesMath OÜ, a private limited company incorporated in Estonia, address Pärnu mnt 12, 10148, Tallinn, commercial registry code 14480854.
  • “You/your/party” – Client.
  • “Account” – Client Account and/or User Account, as applicable.
  • “Agreement” – a contract entered into between the Client and us for the use of the Services under this ToS, procedures, and other terms and conditions for using the Services that may be published from time to time by us on our Website or otherwise made available to you by us.
  • “Client” – natural or legal person who has entered into the Agreement with us for the purposes of using the Services. Taking into account the characteristics of the Services, it is assumed that the Client is acting in an economic or professional capacity.
  • “Client Account” – a profile connected to a specific Client for the use of the Services used to identify the Client, provide the Users connected to the Client with access to the Services, and to change and save settings.
  • “Confidential Information” – confidential information, data or materials of the other party, including, but not limited to, trade secrets, marketing and business plans and technical information. “Confidential Information” does not include Personal Data, to find out how we collect and store Personal Data, please visit our Privacy Policy.
  • “Data Protection Laws” – GDPR and any other relevant applicable data protection regulations.
  • “GDPR” – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
  • “Intellectual Property Rights” – means all of our present and future moral and economic rights, title and interest in and to results from intellectual or proprietary activity in the industrial, scientific, literary or artistic fields anywhere in the world, whether transferrable or non-transferrable, registered or unregistered, including rights to unknown uses, and all rights, privileges or forms of protections of a similar nature analogous or allied to any of the above in any country, including, but not limited to patent rights, copyright, the industrial property, trademark rights, trade secret rights, and any similar rights in any jurisdiction. “Intellectual Property” includes for example trademarks, logos, slogans, names, corporate and trade names owned by and/or licensed to us.
  • “Offensive Content” – unlawful, offensive, threatening, defamatory, obscene or otherwise objectionable materials. Examples of Offensive Content have been outlined in section 6.3.
  • “Personal Data” – means information that can be used to identify natural person, either alone or in combination with other information. Unless specified differently herein, Personal Data should be understood broadly.
  • “Service” or “Services” – means sales conversation intelligence platform as well as our other products, software, apps and services made available to you.
  • “ToS” or “Terms of Service” – these Terms of Service that govern your use of the Services.
  • “User” – a natural person who uses the Services under the authorization of the Client.
  • “User Account” – the User profile connected to the Client Account for the use of the Services which is used to identify the User and provide personal access to the Services.
  • “User Content” – is all information generated by Users and Clients and transmitted, whether publicly or privately, to or through our Services.
  • “Website” – means www.salesmath.ai and all its subdomains.
  • “Writing/written” – means text signed by own hand, electronic forms of writing and electronic signature.
  1. Entry into Agreement
    1. By entering into this Agreement by accepting the ToS you certify to us that you (a) are at least 18 years of age, and (b) you are lawfully able to use the Services under the laws where you reside, and (c) you have authorization to enter into this Agreement in the name of the Client and legally bind the Client.
    2. We assume the correctness of the abovementioned information and other information submitted to us and may verify it at our choice before providing you the Services.
    3. Please be noted that by entering into this Agreement, you as Client are responsible for any activities executed via Accounts that violate the law or the terms of this Agreement, i.e. in addition to your own conduct and acts, you responsible for the conduct and acts of your Users. Each such User shall be subject to the restrictions set forth in these ToS and you are responsible for ensuring the Users are aware of it. For clarity, breach of these ToS by a User may lead to the termination of the Agreement with the respective Client responsible for the User. We therefore urge you to acquaint your Users with these ToS and the Privacy Policy, including the sections about User and Offensive Content.
  1. Services
    1. The Service allows you to use the functions of our sales conversation intelligence platform , e.g. upload recordings, receive statistics regarding your recordings, analyze and share with others audio and video calls and online demos. For the provision of the Services, we may have to collect, extract and analyze Personal Data.
    2. The Services are provided on an “as is” basis. You acknowledge that (a) the Services have not been designed to meet your individual requirements, (b) the operation of the Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors, and (c) the Services are not fault-tolerant.
    3. We will do everything reasonably expected from us to ensure that the Services are available to you, function securely, reflect the newest technological solutions, and are comfortable to use.
    4. You understand and agree that we have the right to improve and enhance the technical structure, security, availability, and functionality of the Services at any time. You understand and agree that we have no obligation to enhance, modify or replace any part of the Services or to continue developing or releasing new versions thereof.
    5. Your selection and use of the Services is at your own choice and risk, and so is your exposure to down- and upload of, as well as transmission and possession of, information, programs and other objects through or due to the Services.
    6. You can stop using the Services at any time. You do not need to inform us when you stop using the Services unless you wish to terminate the Agreement.
    7. You understand and agree that we reserve the right to modify or discontinue the Services (or any part thereof) temporarily or permanently, or change its features (e.g. related to data capacity and uploading speed) at any time. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
    8. We do not have any responsibility for your use of the Services outside this Agreement.
  1. Client Account and User Account
    1. Client Account and User Accounts are necessary to use the Services.
    2. If a natural person is related to several Clients, a separate User Account is created for that natural person under each Client Account.
    3. The User Accounts are administered by the Client, i.e. the Client has the right to create, change and deactivate User Accounts at its own discretion, including renewing the User Account passwords and the information about the User.
    4. During Account registration, the Client and the User must provide certain current, complete and accurate information about themselves. The Client and the User must update such information as needed to keep it current, complete and accurate. The type of information they are required to or may provide may change. Not providing the requested information may prevent from Account creation or obtaining all Services.
    5. The Client and the User can either register their Account by choosing a separate user name and password on our Website or using any other available service providers (e.g. Facebook) that enable them to access the Services. The Client and the Users shall keep their Account log in details secret and prevent them from falling into the possession of third parties. SalesMath also facilitates log in via a unique Client or User link in which case entering the log in details will not be necessary. Clients can activate this option under the settings of their Client Account.
    6. A Client shall immediately notify us (a) of abuse of an Account, (b) of the loss of any password or its falling into the possession of third parties, (c) of changes in their position, resignation or any other reason why the User no longer has the right to use the Services in the name of the Client.

In the case stated above, we shall take all reasonable measures to renew the password, protect the Account or delete it.

    1. Client and User Accounts shall be valid without a term until their deletion or termination of the Agreement. For clarity, deleting the Client Account will terminate all User Accounts associated with it. If a Client has requested us to delete the Client Account, we shall view it as termination of the Agreement by the Client.
    2. The Client agrees that it will take sole responsibility for any activities, actions, loss, damage or other consequences resulting from the use of the Client Account or the User Accounts related to it, whether or not the Client has authorized the use of the Accounts or not.
    3. The Client hereby indemnifies us and any of our affiliates, sublicensees, partners, designees, and assignees against any liability, damages or costs arising from the access to and use of Client Account and User Accounts associated to the Client Account.
  1. Payment
    1. We may charge the Client a subscription fee for the use of Services as notified on our Webpage or during Account creation. The fee depends on the price packages made available by us. The price packages differ in terms of features of the Services, e.g. number of Users that the Client may ascribe to the Services or add-ons. The Client chooses a suitable price package among those made available.
    2. Before selecting a price package, the Client has the right to try out the standard solution of the Services free of charge for a trial period (30 days). We shall not charge you for the trial period. If you wish to continue using the Services under a price package after the end of the free trial period, you have to select a suitable price package and make a prepayment for the next period by the end of the trial period at the latest. If your trial period has ended and you have not selected a suitable price package, this Agreement is considered automatically terminated without us sending you a separate notification thereof.
    3. We accept payment methods that are indicated on our Website. You hereby authorize us to use a third party to process payments and consent to the disclosure of your payment information to such third party.
    4. If you pay by credit or debit card, we may obtain pre-approval from the issuer of the card for an amount that may be as high as the full price of your payment. Your card will be charged at the time you initiate a payment or shortly thereafter. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you. If you pay by debit card and your load transaction results in an overdraft or other fee from your bank, you alone are responsible for that fee.
    5. You understand and agree that you may be asked to pay an additional fee if we offer different or additional software, features or other enhancements of the Services that your initial purchase of the Services did not include. Your continued use of the Services after such notification of the additional fee shall constitute your consent to the additional fee.
    6. Upon delay with any payments, we may suspend your Account, terminate the Agreement and/or require you to pay a penalty for late payment according to applicable legal acts. Additionally, we have the right to calculate payment also for the period when the provision of Services was suspended.
    7. We are not in any event obliged to provide refunds or credits for upgrades or downgrades, changes in price packages, or unused time during your use of the Services, or upon termination of the Agreement by you without us having breached the Agreement.
    8. In the event of a termination due to uncured breach by us, we will refund you the fees prepaid to us until the end of your subscription period. In the event of a termination by us without cause, we will refund you the fees prepaid to us until the end of your subscription period.
  1. Your conduct
    1. You are responsible for all activity that occurs under your Account and the Accounts of your Users, whether done so by you, a User, or any third person using the Account. We have no responsibility to you or someone else for any breach of your obligations under this Agreement. You hereby indemnify us and any of our affiliates, sublicensees, partners, designees, and assignees against any liability, damages or costs arising from such breaches.
    2. We cannot control User Content posted while you, a User, or a third person is using our Services. You understand and agree that by using the Services, you may be exposed to User Content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will we be liable in any way for any User Content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of such content. You understand and agree that you must evaluate and bear all risks associated with the use of any content, including any reliance on the content, integrity, and accuracy of such content.
    3. You may not post, upload, transmit, deliver, run or store any Offensive Content. Examples of such Offensive Content include, but are not limited to, the following:
  • abuse, harassment, threats, flaming or intimidation of any person or organization;
  • engaging in or contributing to any illegal activity or activity that violates others’ rights;
  • use of derogatory, discriminatory or excessively graphic language;
  • providing information that is false, misleading or inaccurate;
  • hacking or modifying the Services to falsely imply an association with us;
  • engaging in or contributing to any activity that maliciously degrades the Services;
  • implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization;
  • disclosing personal login information, including, but not limited to passwords without the express permission of the individual, company or organization who provided it to you;
  • transmitting worms, malware, viruses or harmful code or software;
  • sending spam, unsolicited mail, junk mail or chain letters;
  • disclosing without respective authorization personal or proprietary information of another individual, company or organization;
  • altering the Service’s user interface in a way that removes access to any part of the Service’s functionality and/or inhibits access to or the display of advertisements;
  • collecting the content or information belonging to our Client and Users, or otherwise accessing the Services, using automated means (such as harvesting bots, robots, spiders or scrapers) without our permission;
  • soliciting log in information or accessing the account of another user of the Services;
  • promoting, condoning, endorsing, distributing, publishing, or posting any material that solicits money, funds or people on websites or other properties that belong to us;
  • aiding in the use of the Services for purposes of advertisement or solicitation for commercial goods or services on websites or other properties that belong to us;
  • harassing, annoying, intimidating or threatening users of the Services or our employees or agents;
  • removing or altering, visually or not, trademarks, logos or other proprietary marks owned or used by us;
  • forging, manipulating or plagiarizing messages, communications, headers or identifiers to imply an association with us or the Services;
  • posting, publishing, displaying or transmitting in any way proprietary information, copyrighted material and other intellectual property (e.g. trademarks) not belonging to you, without the prior written consent of the owner of such rights;
  • posting content that uses, promotes or links to an illegal or unauthorized copy of another person’s copyrighted work or other intellectual property;
  • posting content that advocates, endorses, condones or promotes harassment of others, or content that actively or indirectly harasses others;
  • posting content that is offensive and harmful, including but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or any group of individuals;
  • posting content that provides materials or access to materials that exploits people in an abusive, violent or sexual manner.
    1. We have the right to remove any User Content that we determine, in our sole discretion, to be Offensive Content. We also have the right to immediately suspend the Account or terminate the Agreement without prior notice of anyone who posts such Offensive Content or engages in otherwise unacceptable behavior on or through the Services.
  1. Data processing agreement
    1. Please be noted that you have the sole control over the User Content that you and the Users associated with you have uploaded. You therefore act in the capacity of a data controller in respect to all Personal Data contained in User Content, as well as the Personal Data of the Users invited to use the Services by you. Since we process such Personal Data under your control only to provide you with our Services, we act as a data processor as regards such Personal Data, unless we have a legal basis to process such Personal Data as a data controller.
    2. We process the Personal Data related to our Clients and the representatives of our Clients, and in other cases where we set the purposes and means of the relevant processing activity ourselves, as a data controller. Where we process Personal Data as a data controller, we do it in accordance with our Privacy Policy, in which case and this section 7 does not apply.
    3. For the purposes of this section 7 of the ToS, the terms “controller”, “processor”, “Personal Data”, “data subject”, “Personal data breach” shall have the meaning given in the GDPR. “Sub-processor” shall mean another processor engaged by us to process the Personal Data in the User Content.
    4. Since we wish to duly observe all respective obligations under the Data Protection Laws, we have drafted and added this data processing agreement to this Agreement. By concluding this data processing agreement as part of the Agreement, we as processor and you as controller have fulfilled our obligations under Art 28(3) of the GDPR.
    5. We do not access the User Content unless requested to do so by the Client (e.g. for customer support). The Users can only access the User Content that the Client has made available to them in the context of the Services.
    6. The categories of data subjects the Personal Data of whom the Client may process in the User Content may normally, i.e. taking into account the nature and purpose of the Services, include but not be limited to: Users, clients and customers of the Client, potential clients and customers of the Client. The categories of Personal Data the Client may process in the User Content may normally, i.e. taking into account the nature and purpose of the Services, include but not be limited to: identification data (name, sex, age, nationality etc.), contact data (phone number, place of residence, e-mail etc.), personal preferences (preferred language etc.). Taking into account the nature and purpose of the Service, the Personal Data in the User Content should not include any special categories of Personal Data.
    7. The Client as a controller is fully responsible for any Personal Data in the User Content. The Client confirms that its personal data processing practices are fully compliant with the Data Protection Laws, including that it has a legal basis to process the Personal Data in the User Content as stipulated herein and that it has properly informed the data subjects thereof. The Client shall ensure that the Personal Data added to User Content by the Client or User while using the Services, is accurate, correct, complete, relevant and is in compliance with the ToS, good practice, and legal acts.
    8. We as a data processor shall:
  • process the Personal Data in the User Content only on lawful documented instructions from the Client and for the purposes of providing the Services, unless required to do so by the Data Protection Laws. In such case, we shall inform the Client of such requirement in advance, unless that law prohibits providing such information;
  • ensure that persons authorized to process the Personal Data in the User Content have committed themselves to confidentiality;
  • taking into account the nature of processing and the information available to us, assist the Client in ensuring compliance with the Client’s obligations under Articles 32 to 36 of the GDPR;
  • inform the Client if, in our opinion, the Client’s instruction infringes the Data Protection Laws.
    1. We take appropriate technical and organizational security measures taking into account (i) the state of the art, (ii) costs of implementation, (iii) nature, scope context and purposes of the processing, and (iv) risks posed to data subjects. Such security measures include, but are not limited to encryption, assigning of access authorisation levels of User Content to the employees of SalesMath on strictly need-to-know basis, security measures ensuring physical safety of the servers and equipment used to facilitate the provision of Services etc.
    2. We shall promptly notify the Client if we receive a request from a data subject in relation to its Personal Data in the User Content of the Client and allow the Client to respond to it. We shall not respond to a data subjects’ requests without the Client’s prior written consent. Taking into account the nature of the processing, we shall assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to a data subjects’ requests under the Data Protection Laws.
    3. The Client authorizes us to use the following categories of sub-processors:
  • hosting service providers;
  • e-mail service providers;

The full list of sub-processors is available upon request. We shall inform the Client of any intended changes concerning the addition or replacement of other categories of sub-processors. The Client may object to our use of a new category of sub-processors by notifying us promptly in writing within 10 working days after receipt of our notice. In the event the Client objects to a new category of sub-processors, we will use reasonable efforts to offer the Services to the Client without such category of sub-processors. If this is not possible, the Client may terminate the Contract. We shall impose the same data protection obligations as set out herein on the sub-processors. Where a sub-processor fails to fulfil its data protection obligations, we shall remain liable to the Client for the performance of the sub-processor’s obligations.

    1. We and our sub-processors may transfer personal data outside the EU only where there is a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data (in the US, this includes companies certified under the Privacy Shield); or (ii) under an instrument which covers the EU requirements for the transfer of personal data to data processors outside the EU. More specific information about transferring personal data outside the EU is available upon request.
    2. We shall notify the Client without undue delay by e-mail after we have become aware of a Personal Data breach. In such case, the Client may use the information received from us about the Personal Data breach only to ensure and/or demonstrate its compliance with the Data Protection Laws. The Client shall keep this information confidential unless it is the Client’s confidential information or unless such information must be disclosed under any applicable laws.
    3. Upon the Client’s written request, we shall make available to the Client the information necessary to demonstrate its compliance with the obligations laid down in this section 7 herein and in Art 28 of the GDPR, provided the requested information is in our possession or control. Should that prove to be insufficient for the Client, we shall cooperate with the Client, including allow for and contribute to reasonable audits, including inspections, conducted by the Client or another auditor mandated by the Client and accepted by us. The details of such audits and inspections shall be agreed between the Parties. However, the following applies:
  • we will only be required to provide to the Client information, records and documents reasonably required to demonstrate our compliance with our obligations under this section 7 and Art 28 of the GDPR regarding the Personal Data in the User Content;
  • we will not disclose any information, records or other documents that are subject to our business secrets;
  • we will not disclose any information, records or other documents that would place us in breach of our confidentiality obligations under applicable laws or agreements with other clients or persons;
  • we will not disclose any information, records or other documents relating to a matter that is subject of a current, pending or threatened litigation or other dispute resolution mechanism between the Client and us;
  • any information, records or other documents provided to the Client pursuant to this section 7 shall be treated as confidential by the Client;
  • the Client may exercise its right to perform an audit under this section 7 not more often than once in any calendar year unless it has a reasonable doubt as to our compliance..
    1. The Client is responsible for ensuring that the Users associated with the Client will not add any Offensive Content within the meaning of clause 6.3. of these ToS during their use of the Services.
  1. Intellectual Property Rights
    1. You acknowledge that all Service-related Intellectual Property Rights belong and shall belong to us. You shall not acquire any right, title, or interest in the Intellectual Property or otherwise in connection with the Service, except for the license set forth in this Agreement.
    2. You are granted a limited, non-exclusive, non-sub-licensable (except to Users), non-transferable license to use the Services for their intended purpose in accordance with the Agreement. This license does not include the right or license to copy, modify, distribute, process, translate, make extracts of, transmit, add to compilations or databases, make available to the public, publicly display, make additions to or create derivatives of, reverse engineer, decompile, rent, sell for a fee or license to third parties or otherwise exploit the Services, its software or any parts or elements thereof, or in any other way use Intellectual Property in a manner not permitted under this Agreement.
    3. All of the software that you can download through our Services is copyrighted. You may not disable, bypass or circumvent security or other technological measure designed to protect the software or any other content available through the Service.
    4. If you breach the license, infringe Service-related Intellectual Property Rights or otherwise exceed the scope of the license, we may suspend your Account without prior notice or terminate the Agreement without prior notice and you may be subject to legal actions.
    5. We also respect Intellectual Property Rights of others and may, in appropriate circumstances and at our sole discretion, suspend any Account or terminate the Agreement through which the rights of others are infringed.
  1. Your property rights
    1. You shall be solely responsible for the consequences for posting or publishing User Content and Personal Data through our Services. You understand that your User Content and Personal Data may be or include material that is or may be protected with Intellectual Property Rights (yours or a third party’s), such as copyright, patent, trade secret, etc.
    2. You represent and warrant to us that you own or have the necessary licenses, rights, consents and permissions to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all of your User Content and Personal Data that enable the use of User Content and Personal Data by us for the purposes of providing the Services.
    3. By creating, uploading or sharing Personal Data and User Content, you grant us and our affiliates, sub-licensees, partners, designees, and assignees a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise use your User Content and Personal Data for the purpose of providing the Services.
    1. We shall not disclose your Personal Data or User Content to third parties without your consent unless required by law or as described in our Privacy Policy. However, you acknowledge that we cannot control the distribution of Personal Data and User Content that you have shared publicly through our Services. You understand that if you share any such information, you may lose control over the further dissemination of the information.
    1. You alone are responsible for all of the consequences resulting from sharing your Personal Data with others.
  1. Confidentiality

 

    1. In the performance of this Agreement, each party may have access to the Confidential Information of the other party.
    1. Disclosures made by one party to the party receiving the Confidential Information are pursuant to all terms and conditions of this Agreement. All Confidential Information of the party disclosing the Confidential Information will remain the exclusive property of the party disclosing the Confidential Information.
    1. Confidential Information does not include information, data or materials that, as proved by written records: (a) are or become a part of the public domain through no act or omission on the part of the receiving party and no violation of any obligation of nondisclosure by any third party; or (b) are independently developed by the party receiving the Confidential Information without reference to the disclosing party’s Confidential Information; or (c) are disclosed to the receiving party through a third party source without any violation of nondisclosure with respect to such information, data or materials by any source(s) in the series (however, such information becomes Confidential Information once the receiving party becomes aware of such breach).
    1. Each party must use commercially reasonable methods at least as substantial as the methods it uses to protect its own confidential information, data and materials of a similar nature to maintain and cause its employees to maintain the confidentiality of the Confidential Information by not copying, publishing, disclosing to third parties or using the Confidential Information unless otherwise agreed.
    1. Employees of the receiving party may use the Confidential Information in order to perform the receiving party’s obligations or engage in activities contemplated under the Agreement. The receiving party must advise each employee before receiving direct or indirect access to the Confidential Information of the obligations of the receiving party regarding the Confidential Information under this Agreement.
    1. The receiving party may not modify or delete any Intellectual Property or proprietary rights notices appearing in the disclosing party’s Confidential Information.
    1. The receiving party may share Confidential Information with: (a) its attorneys, accountants and financial advisors under an obligation of confidentiality and nondisclosure no less protective of the disclosing party’s Confidential Information than the this Agreement; and (b) its affiliates and subcontractors pursuant to a written confidentiality agreement no less protective of the disclosing party’s Confidential Information than this Agreement, provided that in no event may an affiliate or subcontractor of a receiving party disclose Confidential Information to any other third party, with the exception if required by law or by an order of a government authority as specified below. The parties assume all liability and responsibility for such affiliates’ and subcontractors’ compliance with and breach of this Agreement as if such affiliates’ and subcontractors’ acts and omissions were the party’s own.
    1. In the event any Confidential Information is required to be disclosed by law or order of any government authority having jurisdiction over the receiving party (including as necessary for a party to assert a claim in a court of competent jurisdiction), then before any such disclosure, the receiving party will provide notice to the disclosing party reasonably sufficient to allow the disclosing party the opportunity to apply for a protective order or other restriction regarding such disclosure.  In the event the Confidential Information is disclosed in such circumstances, such Confidential Information shall continue to constitute Confidential Information in all other circumstances pursuant to this Agreement.
    1. After termination or expiration of this Agreement, and at the request of the disclosing party, the receiving Party must within 30 (thirty days) return or destroy (and certify to such destruction in writing, such certification not to be unreasonably withheld or delayed) all Confidential Information of the disclosing party and all Confidential Information in the possession of any third parties to whom the receiving party disclosed Confidential Information pursuant to this Agreement.
    1. Notwithstanding the foregoing, the receiving party may retain Confidential Information as required by applicable laws and any such uses or disclosures of Confidential Information by the receiving party will be limited to only those uses and disclosures mandated by the applicable laws. Notwithstanding the foregoing, we may retain a copy of all or some parts of Confidential Information for internal purposes of developing the Services further (e.g. for training machine learning algorithms), whereby all such Confidential Information shall be kept confidential pursuant to this Agreement.
  1. Limitation of liability
    1. Disclaimer of indirect damages.  We will not be liable to anyone else besides the Client, i.e. we will not be liable to any third parties, including the Users. We are liable only for direct economic (patrimonial) damages. Notwithstanding anything to the contrary contained in this Agreement, and to the fullest extent allowed by the applicable law, we will not under any circumstances be liable to the Client for any consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, including but not limited to lost profits or loss of business, even if we are apprised of the likelihood of such damages occurring.
    1. Cap on liability.  To the fullest extent allowed by the applicable law, under no circumstances will our total liability of all kinds arising out of or related to this Agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount paid by the Client to us during the 12 months immediately preceding the claim (determined as of the date of any final judgment in an action).
    1. Independent allocations of risk.  Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this agreement between the parties.  This allocation is reflected in the pricing offered by us to the Client and is an essential element of the basis of the bargain between the parties.  Each of these provisions is severable and independent of all other provisions of this Agreement.  The limitations in this section will apply even if any limited remedy in this Agreement fails its essential purpose.
  1. Indemnification
    1. The Client agrees to defend, indemnify and hold harmless us and our subsidiaries, affiliates, contractors, officers, directors, employees, successors, agents and assignees from any claims, losses, costs, liabilities and expenses (including attorneys’ fees) relating to or arising:
  • out of your connection to or use of the Services, including but not limited to, any breach by you or a User of the Agreement (including this ToS), and/or
  • any claims arising from the Personal Data (e.g. User Content) that you or Users submit, post, transmit or make available through the Services, and/or
  • from disclosure of your and/or User’s Personal Data by you to any third party.
  1. Third-party websites
    1. The Services may contain links to third-party websites that are not owned or controlled by us. We assume no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, we do not censor or edit the content of any third-party websites.
  1. Non-solicitation and no resale
    1. You may not use the Services to solicit, interfere with, or endeavor to entice away from us any of our customers, users, or subscribers.
    1. The Services are for your own use only. Other than permitted under this ToS, you agree not to resell, share, duplicate, copy, distribute, lease, access or provide shares of Services for any commercial purposes.
  1. Termination
    1. You may close your Account with us at any time by notifying us pursuant to Section 18.
    1. We reserve the right to suspend or terminate your Account at any time without prior notice if:
  • we have reason to suspect that you or any User associated with your Client Account are connected to unlawful or illegal activity or an organization prohibited by applicable law, or
  • we have been notified of any actual or threatened unauthorized use of Account details or other actual or potential security breach or we otherwise suspect an unauthorized or fraudulent use of your Account, or
  • it becomes or might become illegal or in breach of applicable laws or regulations for us to continue to allow you or any User associated with your Client Account to use the Services, or
  • you or any User associated with your Client Account breach these ToS, and you do not cure the breach within 7 (seven) days after receiving respective notice from us, or you no longer meet the criteria for registration set out in these ToS, or
  • we are required to do so under applicable law or are directed to do so by a court or other body of competent jurisdiction, or
  • the Client Account has been inactive for 12 (twelve) months.
    1. Upon termination or expiration of this Agreement:
  • you and all Users associated with your Client Account shall cease use of the Services and all rights granted to you and Users under this Agreement will terminate;
  • we shall close the Client Account, User Accounts, and delete the User Content, whereby you understand and agree that we may maintain certain information and data for developing the Services further (e.g. statistics, for training machine learning algorithms) or insofar as allowed or required under the applicable law. Confidential Information shall be maintained pursuant to this Agreement;
  • upon the Client’s written request received by us within 30 (thirty) days after termination of the Agreement, we will make your User Content (e.g. recorded calls) available for you at our choice to download, or export to you or hand over a copy in a generally recognized format. Thereafter, we have no obligation to maintain your User Content, or make them available to the Client and we may delete User Content.
    1. Any suspected illegal activity can be ground for terminating the Account and can be referred to the appropriate law enforcement authorities.
  1. Entire Agreement and survival
    1. This Agreement constitutes the entire agreement between us and you and sets out all the conditions, understandings and agreements between us and the Client pertaining to the subject matter of the Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.
    1. Our and your obligations under the Agreement will be continuous and survive expiration or termination of the Agreement only if expressly provided in the Agreement or otherwise required by law or intended by their nature.
  1. Applicable law
    1. This Agreement shall be governed by the laws of the Republic of Estonia. Any disputes and disagreements shall be settled by negotiations between the parties. If an agreement is not reached within a reasonable period of time, the dispute shall be settled in the Harju County Court (Harju Maakohus), located in Tallinn, Estonia. For the avoidance of doubt, nothing in this Agreement deprives you of the protection afforded to you as a consumer by the mandatory provisions of the law of your residence, if applicable.
  1. Notices
    1. Unless otherwise specified in the ToS, all notices will be in writing and will be deemed to have been received as follows: (a) if personally delivered or sent by certified or registered mail with return receipt requested – on the date of delivery; (b) if transmitted by facsimile or e-mail – on the date of sending, provided it is during business hours, otherwise on the next business day, unless the sender received a delivery failure notice and if the receipt is not electronically confirmed earlier by the addressee; (c) if sent by regular mail – on the 5th day.
    1. Electronic notices shall be sent:
  • If to us, to the email address specified at the top of this ToS,
  • If to the Client, to the email address associated with your Account.

This ToS was last revised on: 14th of Jan 2019