CallMarker may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, CallMarker shall notify you via email or by means of a prominent notice on the CallMarker website available at: https://callmarker.com/terms-of-use, which you should check periodically. By continuing to use the Solution following such modifications, you agree to be bound by such modifications
- Definitions. For purposes of this Agreement and all Exhibits hereto, the following capitalized terms shall have the following meaning:
- “Intellectual Property Rights” means all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (c) trademarks, trade names, service marks, logos, domain names, goodwill and trade dress; (d) rights relating to the protection of trade secrets and confidential information; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
- “Services” means the services described in the SOW.
- “Solution” means CallMarker’s proprietary smart telemarketing solution in SaaS, including updates and upgrades that are generally made available for free by CallMarker to all of its customers, but will not include other software, solutions, platforms, services or new functionality without CallMarker’s prior written approval.
- “SOW” means a statement of work mutually agreed in writing.
- Subject to the timely payment of all applicable fees, CallMarker shall provide Customer with the Services.
- Customer may purchase local virtual telephone numbers from CallMarker’s service providers (“Numbers“) in the countries supported by the Services, as may be updated from time to time. CallMarker shall not bear any liability whatsoever in connection with the Numbers, including, without limitation, with their assignment, use, registration or history or in connection with the existence of the Customer’s local number in any third party database. The Solution only enables calls to numbers supported by CallMarker, and therefore Customer is advised to check with CallMarker in advance which numbers are supported. The Numbers may be revoked or reassigned at any time and Customer hereby waives any claim in respect thereof.
- License to the Solution. Subject to all the terms and conditions of this Agreement, CallMarker hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable and fully revocable right to use the Solution internally, during the Term.
- Limitations on Use. Customer shall not: (i) copy or reproduce the Solution; (ii) sell, assign, lease, lend, rent, sublicense, make available, or otherwise distribute to any third party, or publicly perform or display the Services and/or Solution, or otherwise use the Services and/or the Solution for time-sharing or service bureau purposes; (iii) modify, alter, adapt, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Solution; (iv) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Solution, such as features that restrict or monitor use of the Solution; (v) create derivative works of the Solution, or use the Solution to develop any competing service or product; (vi) use the Services and/or the Solution in respect of content, products or services that infringe, misappropriate or violate any rights of third parties, including Intellectual Property Rights, privacy, or any applicable law; (vii) access the Solution and/or its servers through or use with the Services and/or the Solution any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Solution; (viii) impersonate any third party; (ix) upload credit card information to the Solution; (x) syndicate any part of the Solution or refer to the Solution and/or the Services by use of framing; (xi) make use of the Services and/or the Solution in any jurisdiction where same are illegal or which would subject CallMarker or its affiliates to any registration requirement within such jurisdiction or country; and/or (xii) use, or encourage, promote, facilitate or instruct others to use the Solution and/or the Services for any illegal, harmful or offensive use. Customer is solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services and the Solution.
- Undertakings. Customer undertakes to comply with all applicable laws, regulations, guidelines, standards and the rules (including with limitation those applicable to privacy, consumer protection, automatic dialing systems and commercial/ promotional phone calls), including any registration requirements and obtain all applicable licenses, permits, authorizations, approvals and consents (including without limitation from Customer’s personnel) required for Customer to use the Services and the Solution in accordance therewith and process and retain its customers’ personal information.
- Warranties and Representations. Each party warrants and represents to the other party that it has the full corporate power and authority required to enter into this Agreement and to carry out its u