1. Introduction and Acceptance

Welcome to CallGuardian Pro. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and CallGuardian Pro ("CallGuardian", "we", "us", or "our") governing your access to and use of our website, software, and services (collectively, the "Service").

By accessing or using the Service, registering an account, or clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree with any part of these Terms, you must not access or use our Service.

2. Definitions

The following terms shall have the meanings set forth below:

• "Administrator" means an Authorized User who is designated by Customer to have administrative control over the Customer's account.
• "Applicable Laws" means all applicable federal, state, local and foreign laws, statutes, ordinances, rules, regulations, codes, and other requirements.
• "Authorized User" means any individual who is authorized by Customer to use the Service under Customer's account.
• "Confidential Information" means any non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "Confidential" or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information shall not include information that: (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) was or is provided by the disclosing party to third parties without restriction on disclosure; or (e) is required to be disclosed by law or governmental authority.
• "Customer Data" means any data, content, or materials that Customer, Administrator(s), and Authorized User(s) upload, enter into, or submit to the Service, including from Third-Party Integrations.
• "Documentation" means CallGuardian's user manuals, handbooks, help articles, and guides relating to the Service provided by CallGuardian to Customer.
• "Effective Date" means the date on which Customer subscribes to the Service or the date mentioned in the Order Form.
• "Feedback" means any suggestions or ideas for modifying the Service, including intellectual property rights in such suggestions or ideas.
• "Order Form" means the ordering document detailing the Service to be provided to the Customer.
• "Plan" means any of the subscription plans made available to Customer that Customer may select via the CallGuardian account, website, or by executing an Order Form.
• "Service" means any and all services made available to Customer by CallGuardian under these Terms.
• "Third-Party Products" means any products, content, services, information, websites, integrations, or other materials that are owned by third parties and are incorporated into or accessible through the Service.
• "Usage Data" means data regarding applications utilized with the Service, configurations, log data, and performance results for the Service.

3. Services Offered

3.1 Service Description. CallGuardian provides AI-powered call monitoring, scoring, and analysis solutions that include the ability to record, transcribe, analyze, and score calls, and provide automated alerts based on call content, in accordance with the Plan chosen by the Customer. A non-exhaustive description of CallGuardian and the Services provided is available on our website.

3.2 Third-Party Integration. CallGuardian can integrate with various Third-Party Products that are not affiliated with CallGuardian. CallGuardian is not responsible for any Third-Party Products and makes no warranties or representations regarding such Third-Party Products.

3.3 Not a Phone Provider. CallGuardian is not a 'dial-tone' provider and is not a replacement for any phone lines, whether wired, wireless, or Internet-based. The Service allows you to analyze and monitor calls but does not provide the ability to place or receive calls directly through our platform.

3.4 No Emergency Services. CallGuardian does not support any emergency calls to any type of hospitals, law enforcement agencies, medical care units, or any type of emergency services of any kind. It is the Customer's responsibility to inform Authorized Users that it is not possible to support or carry emergency calls using the Service.

4. Quality and Maintenance

4.1 Minimum Disruptions. CallGuardian shall use reasonable efforts to provide the Service with minimum disruptions. CallGuardian cannot guarantee that the Service will always function without any disruptions, interruptions, or delays. Since the Service will be transmitted through public internet lines, there may be power outages or internet service disruptions that can interfere with quality service. CallGuardian does not warrant full availability of any type.

4.2 Support Services. CallGuardian will provide standard support services to resolve technical issues and answer queries regarding the use of the Service for paid subscription Customers at no additional cost.

4.3 Upgrades. CallGuardian may change technical features to keep pace with the latest demands and technological developments or to comply with any Applicable Laws without obtaining the Customer's written pre-approval. CallGuardian may also repair, improve, upgrade, provide patches, enhancements, or fixes for the Service, which may require us to restrict, limit, suspend, interfere, and/or interrupt the Service at any time in our sole discretion, including in the event of an emergency. CallGuardian shall endeavor to provide the Customer with advance notice where practicable and carry out such maintenance, where possible, outside of regular business hours.

4.4 Login Details. Customer acknowledges and agrees that access to the Service is protected by an identification system that requires each User to choose a unique password and username ("Login Details"). It is the responsibility of the Customer and Authorized Users to maintain the confidentiality of the Login Details and not disclose or share them with any third party. Any use of such Login Details shall be deemed to be made by the Customer and/or its Authorized Users. The Customer is responsible for immediately notifying CallGuardian of any unauthorized use of the account or breach of login details.

5. Customer Obligations

5.1 Compliance with Terms. Customer shall comply with all terms and conditions of these Terms, including the Acceptable Use Policy.

5.2 Account Information. Customer shall provide accurate, current, and complete information during the registration process and keep such information updated.

5.3 Responsibility for Authorized Users. Customer is responsible for all activities that occur under Customer's account, regardless of whether the activities are undertaken by Customer, its employees, or a third party. Customer shall ensure that Authorized Users comply with these Terms.

5.4 Legal Compliance. Customer shall comply with all Applicable Laws in connection with Customer's use of the Service, including laws related to recording, processing, and storing communications and data.

5.5 Consent for Recording. Customer is solely responsible for obtaining all necessary consents and providing all necessary disclosures to record, process, and analyze communications in accordance with Applicable Laws, including but not limited to laws regarding the recording of telephone conversations.

6. Acceptable Use Policy

6.1 Prohibited Activities. Customer shall not, and shall ensure that Authorized Users do not:

• Use the Service for any illegal purpose or in violation of any Applicable Laws;
• Violate or infringe the rights of others, including intellectual property rights;
• Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system;
• Send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation;
• Interfere with or disrupt the Service or servers or networks connected to the Service;
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;
• Use the Service in a manner that could damage, disable, overburden, or impair the Service;
• Use any robot, spider, or other automated device to access the Service;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service;
• Remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Service;
• Use the Service to store or transmit material that is defamatory, libelous, or otherwise objectionable;
• Use the Service to store or transmit material that infringes any third party's intellectual property rights;
• Use the Service to store or transmit malicious code or other harmful computer code, files, scripts, agents, or programs.

6.2 Suspension. CallGuardian reserves the right to suspend or terminate Customer's access to the Service if Customer violates the Acceptable Use Policy or any other provision of these Terms.

7. Fees and Payment

7.1 Fees. Customer shall pay all fees specified in the Order Form or as displayed on the website for the selected Plan. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable, and fees paid are non-refundable.

7.2 Payment. Customer shall provide CallGuardian with valid and updated credit card information or other payment method. If Customer provides credit card information, Customer authorizes CallGuardian to charge such credit card for all fees listed in the Order Form or website for the selected Plan.

7.3 Taxes. Unless otherwise stated, fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes. Customer is responsible for paying all such taxes associated with its purchases hereunder.

7.4 Late Payment. If any fees are not paid when due, CallGuardian may (a) charge interest on such overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less, from the date such payment was due until the date paid; and/or (b) suspend the Service until such amounts are paid in full.

7.5 Price Changes. CallGuardian reserves the right to modify its fees and charges for the Service. Any price changes will become effective at the end of the then-current billing cycle. CallGuardian will provide Customer with reasonable prior written notice of any change in fees to give Customer an opportunity to cancel its subscription before the change becomes effective.

8. Term and Termination

8.1 Term. These Terms commence on the Effective Date and continue until all subscriptions hereunder have expired or have been terminated.

8.2 Subscription Term. The term of each subscription shall be as specified in the applicable Order Form or as selected on the website. Except as otherwise specified in an Order Form or on the website, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

8.3 Termination for Cause. Either party may terminate these Terms for cause: (a) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

8.4 Effect of Termination. Upon termination or expiration of these Terms: (a) all rights granted to Customer under these Terms will immediately cease; (b) Customer shall cease all use of the Service; and (c) Customer shall pay to CallGuardian any unpaid fees covering the remainder of the term of all subscriptions.

8.5 Data Retention and Deletion. Following expiration or termination of Customer's subscription, CallGuardian may delete Customer Data in accordance with its standard data retention policies. Customer is responsible for extracting any Customer Data it wishes to retain prior to termination or expiration.

9. Intellectual Property Rights

9.1 CallGuardian Ownership. CallGuardian and its licensors own all right, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

9.2 Customer Data. As between CallGuardian and Customer, Customer owns all right, title, and interest in and to Customer Data. Customer grants CallGuardian a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and use Customer Data as necessary to provide the Service to Customer.

9.3 Usage Data. Notwithstanding anything to the contrary, CallGuardian may collect and use Usage Data to develop, improve, support, and operate its products and services. CallGuardian may not share any Usage Data that includes Customer's Confidential Information with a third party except (a) in accordance with Section 10 (Confidentiality) of these Terms, or (b) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer's Authorized Users cannot be identified.

9.4 Feedback. If Customer provides Feedback to CallGuardian, Customer hereby grants CallGuardian a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service.

10. Confidentiality

10.1 Protection of Confidential Information. The receiving party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees: (a) not to use any Confidential Information of the disclosing party for any purpose outside the scope of these Terms, and (b) to limit access to Confidential Information of the disclosing party to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.

10.2 Compelled Disclosure. The receiving party may disclose Confidential Information of the disclosing party if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.

11. Data Privacy and Security

11.1 Privacy Policy. CallGuardian's privacy policy, available at https://callguardianpro.com/privacy, describes how CallGuardian collects, uses, and discloses information associated with Customer's account and Customer's use of the Service.

11.2 Security Measures. CallGuardian shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, while CallGuardian strives to use commercially acceptable means to protect Customer Data, CallGuardian cannot guarantee its absolute security.

11.3 Data Processing. To the extent that Customer Data contains personal data and CallGuardian processes such personal data on behalf of Customer, CallGuardian shall process such personal data in accordance with Applicable Laws and CallGuardian's privacy policy.

12. Warranties and Disclaimers

12.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

12.2 CallGuardian Warranties. CallGuardian warrants that: (a) it will provide the Service in a professional manner consistent with general industry standards; and (b) the Service will perform substantially in accordance with the Documentation under normal use.

12.3 Customer Warranties. Customer represents and warrants that: (a) it has all necessary rights and permissions to provide Customer Data to CallGuardian; (b) it will comply with all Applicable Laws in its use of the Service; and (c) it has obtained all necessary consents and provided all necessary disclosures for the recording, processing, and analysis of communications in accordance with Applicable Laws.

12.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. CALLGUARDIAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CALLGUARDIAN DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL ERRORS WILL BE CORRECTED.

13. Limitation of Liability

13.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

13.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

13.3 Exceptions. The limitations of liability in this Section 13 shall not apply to: (a) a party's indemnification obligations under Section 14; (b) a party's breach of its confidentiality obligations under Section 10; (c) a party's infringement or misappropriation of the other party's intellectual property rights; or (d) a party's gross negligence, willful misconduct, or fraud.

14. Indemnification

14.1 Indemnification by CallGuardian. CallGuardian shall defend, indemnify, and hold Customer harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that the Service infringes or misappropriates such third party's intellectual property rights; provided that Customer: (a) promptly gives written notice of the claim to CallGuardian; (b) gives CallGuardian sole control of the defense and settlement of the claim; and (c) provides to CallGuardian all reasonable assistance, at CallGuardian's expense.

14.2 Indemnification by Customer. Customer shall defend, indemnify, and hold CallGuardian harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Service in violation of these Terms or Applicable Laws; (b) Customer Data; or (c) Customer's failure to obtain all necessary consents and provide all necessary disclosures for the recording, processing, and analysis of communications; provided that CallGuardian: (i) promptly gives written notice of the claim to Customer; (ii) gives Customer sole control of the defense and settlement of the claim; and (iii) provides to Customer all reasonable assistance, at Customer's expense.

15. General Provisions

15.1 Governing Law. These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

15.2 Dispute Resolution. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English and shall take place in Wilmington, Delaware. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.3 Notices. All notices under these Terms shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the first business day after sending by email.

15.4 Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

15.5 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

15.6 Assignment. Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent, which shall not be unreasonably withheld; provided, however, that either party may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the other party's consent.

15.7 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

15.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

15.9 Entire Agreement. These Terms, including all exhibits and addenda hereto and all Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

15.10 Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.

16. Contact Information

If you have any questions about these Terms, please contact us at:

CallGuardian Pro
Email: legal@callguardianpro.com
Address: 701 Tillery St Ste 12 #B001, Austin, Texas 78702