Terms of Service
These Archonic Terms of Service (“Terms”) govern all access to and use of the information services made available by Archonic, LLC (collectively, the “Services”). These Terms constitute a legally binding and enforceable service agreement (“Agreement”) by and between the person or entity accepting these Terms electronically or otherwise using or accessing any Services (“you”) and Archonic, LLC (“we,” “us,” or “Archonic”).
PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY OF OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, IN WHOLE OR IN PART, YOU MAY NOT ACCESS OR USE ANY OF OUR SERVICES.
By accepting these Terms, you acknowledge and agree as follows:
I. Account Registration.
A. Eligibility and Business Entities. By using any Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of these Terms. If you are not of legal age to form a binding contract with us, you may not accept this Agreement and may not use any of our Services. If you are using the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to this Agreement and by accepting these Terms, you are doing so on behalf of that entity (and all references to "you" in these Terms shall be deemed to refer to such entity). The Services are intended to be offered directly to businesses in the United States only, and as such we reserve the right to refuse to provide Services if we determine that you do not fit into such category or if your service requirements are otherwise not consistent with the scope of our Services offering.
B. Registration. In order to access the Services you will be required to provide certain contact information as part of the registration process. You represent and warrant that such information is accurate and complete at the time provided. You agree to maintain any registration information you provide us up-to-date and to promptly notify us if any of the information changes.
C. Communications. By creating an account with us you agree that we may contact you via text messages or email to provide you with information about your account, transactions, and/or the Services. You acknowledge and agree that our communications may also include information about special offers or other promotional messages related to our products or services or those offered by our affiliates.
II. Archonic Services
A. Call Tracking. The Services include the supply of one or more call tracking telephone number(s) (each a “Number”) and the reporting of the associated analytics data to you. You may use the Numbers in connection with display and/or publication in various media placements as you see fit, subject to these Terms.
B. Optional Call Recording. Recording, monitoring, analyzing and archiving calls under the Services (collectively, the “Call Recording Services”) are made available as an optional product feature. You may elect not to use Call Recording Services in connection with the Services. To the extent that you do choose to use any Call Recording Services the following terms shall apply:
1. You represent and warrant that you shall use all available functionality or other available means to ensure that your use of Call Recording Services is in full compliance with all laws applicable to recording, monitoring, storing and/or divulging telephone calls. Without limiting the generality of the foregoing, to the extent that applicable laws and regulations may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls monitored and/or recorded in connection with the Services hereunder (the “Call Recipients”), you agree, acknowledge, represent and warrant that you will provide and/or obtain all requisite notices, consents, and permissions relating to Call Recipients, as required by applicable laws and regulations.
2. You acknowledge and agree that any sample or default pre-recorded notices or messages made available by Archonic within the Call Recording Services, whether at your request or not, are for illustration purposes only and that notwithstanding anything herein to the contrary, we make no representations or warranties with respect to any use of any such notice by you or any other party. In the event a call recording notice requires a revision in order to comply with applicable law, then you shall promptly notify us of that fact, proposing the exact language that you require to comply with applicable laws.
3. You represent and warrant that your use of the Recorded Call Services will be only for internal business purposes such as “customer service” or “quality assurance” purposes. Without limiting the generality of the foregoing, you acknowledge and agree that Call Recording Services are not intended to be used for the purposes of collecting, accessing, using, or disclosing personally identifiable health information, including Protected Health Information (“PHI”), as defined in the applicable regulations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA Regulations”). To the extent that you are is a “covered entity,” as defined in HIPAA, any exposure to PHI hereunder will be random, infrequent and incidental to our provision of Call Recording Services and is not meant for the purpose of accessing, managing the PHI or creating or manipulating PHI. As such, we shall not be deemed to be a “Business Associate” under the HIPAA Regulations for the purposes of this Agreement.
C. Acceptable Use
1. Use of Services. You shall be responsible for obtaining and maintaining any computer and phone equipment (and the like) and any ancillary products needed to access and use the Services. You agree to protect any passwords or other credentials associated with your account and are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You agree to take all reasonable precautions to prevent unauthorized access to, or use of, our Services, and agree to immediately notify us of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials. As between the parties, you are also solely responsible for all use and for all acts and omissions of anyone you authorize to access the Services and their respective compliance with these Terms.
2. Compliance with Law. You represent and warrant that you shall use all Services in full compliance with all applicable laws, rules, regulations and industry guidelines. You shall also be solely responsible for your use of any consumer personal and non-personal data (“Consumer Data”) acquired in connection with your use of the Services including using Consumer Data only for purposes which are consistent with the consent obtained from the individual to whom the Personal Information relates or as expressly permitted in these Terms and implementing appropriate security safeguards to protect the Consumer Data.
3. Prohibited Uses. With the exception of those automated means expressly made available by us (if any), you will not use any automated means to access our websites, including without limitation, agents, scripts, robots, or spiders. You agree not to interfere with the proper working of any of our websites and you will not (and will not cause any third party to), directly or indirectly (a) attempt to reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Services or any aspect or portion thereof including source code or algorithms; (b) access or use any Services for the purposes of monitoring their performance or functionality for competitive purposes; (c) copy (except for archival purposes), lease, distribute or otherwise transfer rights to any Services or any aspect or portion thereof including any features, designs or graphics made available as part thereof; or remove any proprietary notices or labels of the Services; (d) attempt to gain unauthorized access to the Services or its related systems or networks; or (e) use any Services in a manner or for any purpose that violates any applicable laws, rules, regulations, industry guidelines, the right of any person, including intellectual property or rights of privacy or otherwise in any way that is deceptive, unethical, false, or misleading. Although we have no obligation to monitor content you provide in connection with you use of the Services, we may do so and may remove any such content or prohibit any use of the Services we believe may be (or is alleged to be) in violation of these Terms or could reasonably become the subject of any legal, regulatory, or other governmental proceeding or process, including any law enforcement, proceeding, process, or inquiry.
III. Term and Termination
A. Term. This Agreement begins on the date you first use the Services and continues until terminated in accordance herewith.
B. Termination. You may terminate this Agreement and cancel your account at any time by providing us written notice. We may, in our discretion, terminate this Agreement at any time and for any reason including if we determine that you have violated any of these Terms or if providing the Services or any portion thereof becomes prohibited by law, or it otherwise becomes impractical or unfeasible for any legal or regulatory reason to provide our Services.
C. Effect of Termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment up to and including the last day on which the Services are provided, confidentiality obligations, warranty disclaimers, indemnification, and limitations of liability. Upon expiration or termination of this Agreement, all your rights to use the Numbers as well as the Services shall cease absolutely. Thereafter, you shall take all reasonable steps to remove, amend or cancel all publications, advertisements, promotions and other items bearing any Number and shall not thereafter distribute or sell any media or other item whatsoever bearing any Number.
IV. Freetures and Payment
A. Usage Limits. Each of our Services offerings, including those made available for free, assumes a commercially reasonable volume of Numbers and/or usage, as determined by us in our sole discretion, and which may vary by Services’ plan. If your use of the Services exceeds such applicable threshold(s), we may assess usage charges at the applicable pricing rates as published on our website or otherwise communicated to you in advance. Where possible, we will provide a notice if your usage exceeds the commercially reasonable volume of use.
B. Billing. If you sign up for a paid Services plan, you agree to submit valid credit card information to us and hereby authorize us to charge such credit card for any fees owed under this Agreement. Monthly charges for paid Services’ plans are billed one month in advance. Fees that apply based on usage of Services will be billed in arrears. Per minute charges will be calculated to the minute. Upon submission, your Credit Card will be authorized (not charged) for $1.00 to verify the account information. If you fail to pay any charge owed hereunder, we may suspend, cancel or terminate your account with or without notice in our sole discretion.
C. Pricing Changes. We reserve the right to change our pricing and to institute new charges and fees, upon prior written notice to you (which may be sent by text message or email). All Services’ pricing is exclusive of and you shall be responsible for all applicable taxes associated with the Services, other than taxes based on our net income.
V. Intellectual Property Rights
A. Reservation of Rights. As between the parties, we own all rights, title, and interest in and to the Services and any software or documentation provided in connection including all modifications, improvements, and derivatives thereof. We reserve all rights not expressly granted hereunder. Without limiting the generality of the foregoing, as between the parties, all Numbers we provide in connection with the Services remain our property pursuant to agreements with various telephone carriers and are made available solely for use in accordance with these Terms and subject to applicable law and regulation. Additionally, we reserve the right to set limits on the volume of Numbers made available in connection with the Services and make no guarantee that local CTNs will be available for specific area codes.
B. Feedback. You may choose to provide us with input, suggestions, comments, ideas, concepts, know-how, or other feedback (collectively, “Feedback”) in connection with your use of any Services and you agree that we will be free to use such Feedback entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
C. Your Data. You may keep any data specific to and made available through your account, provided that we will retain a non-exclusive, perpetual right to use any such data in connection with the delivery of our Services and on an aggregated (non-personally identifiable) basis for purposes that may include quality assurance and advancing and improving our products and services as well as development and publication of market and industry intelligence and expertise. Notwithstanding anything to the contrary herein, we may disclose your data to law enforcement or other governmental authorities upon receipt of request therefrom or in connection with any and all exigent circumstances involving individual or public health, rescue or safety, without incurring any liability for such action. Your data archived by Archonic in connection with the Services shall be subject to our standard storage and deletion protocols, including maximum storage periods and automatic and mandatory deletion protocols, which may change from time to time. Notification of any such changes may be posted on our website or within your account dashboard, or sent by email. You agree to download and maintain a backup of any information or data that you require to be subject to your own storage protocols, subject to these Terms.
VI. Disclaimer; Limitation of Liability
A. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES (INCLUDING THE INTEGRATED NUMBERS) ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ANY AND ALL EXPRESS OR IMPLIED WARRANTIES ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING THOSE ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE AS WELL AS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ARCHONIC DOES NOT WARRANT THAT THE OPERATION OF ANY SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DISCLAIM ANY AND ALL WARRANTIES AND MAKE NO REPRESENTATIONS WITH RESPECT TO THE AVAILABILITY, QUALITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF ANY DATA THAT MAY BE PROVIDED TO YOU OR THAT YOU MAY OTHERWISE OBTAIN IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER INCLUDING CONSUMER DATA AND THIRD PARTY DATA.
B. ARCHONIC WILL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FALURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL OUR LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) RELATING TO THE SERVICES UNDER THIS AGREEMENT EXCEED THE LESSER OF $20 OR THE AMOUNT YOU PAID TO US FOR THE SERVICES DURING THE THREE (3) MONTHS PRECEDING THE BASIS FOR LIABILITY. ANY CLAIM AGAINST US MUST BE MADE WITHIN ONE YEAR OF THE EVENT GIVING RISE TO THE CLAIM OR 60 DAYS FROM THE TERMINATION OF SERVICES, WHICHEVER IS EARLIER, AND WE SHALL HAVE NO LIABILITY THEREAFTER. YOU AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE A FAIR ALLOCATION OF RISK AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT IN LIGHT OF OUR FREE AND/OR LOW COST SERVICES OFFERING.
VII. Confidentiality. For the purposes of this Agreement, "Confidential Information" shall include: (a) the results, data, or performance information relating to the Services; (b) the pricing and other terms of any offers or promotions we may communicate to you from time to time; and (c) any information provided, which, under the circumstances surrounding its disclosure would be reasonably deemed confidential, or that which we designate as "confidential", "proprietary" or some similar designation, whether upon disclosure or thereafter. During the term of this Agreement, and for a period of two (2) years following the termination or expiration of this Agreement, you shall not use nor disclose any of our Confidential Information, except to an employee or authorized agent of your business who has a need to know such information and is bound by confidentiality obligations similar to those contained in this Section VII. You may not use any portion of any Confidential Information for any purpose other than those provided for under this Agreement. You hereby acknowledge and agree that if you breach this Section VII, we will have no adequate remedy at law available to us, will suffer irreparable harm, and will be entitled to immediate equitable relief. The restrictions placed on the disclosure of Confidential Information by this Section VII do not apply to information that has become publicly known through no breach by you, or has been: (i) independently developed by you without access to our Confidential Information; (ii) approved in writing for release by us; or (iii) required to be disclosed pursuant to a valid legal process; provided, however, that you promptly notify us of any such requirement and reasonably cooperate with us to seek confidential treatment or to obtain an appropriate protective order to preserve the confidentiality of the Confidential Information.
VIII.Indemnification. You will indemnify, defend and hold harmless Archonic and its affiliates, managers, officers, employees, representatives, and agents from and against any claim, demand, action, investigation or other proceeding including all liabilities, damages, losses, judgements, costs and expenses arising therefrom (each a "Claim") to the extent the Claim arises out of or relates to your use in any manner of the Services provided hereunder including your use or disclosure of any information acquired through the Services and any breach by you of these Terms. At our option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, we may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you may not settle any such Claim without our prior written consent).
IX. Modifications. We may, in our sole discretion, revise these Terms and any limits or restrictions on the Services, at any time. You should review these Terms periodically to be aware of and understand any changes. Any such changes or modifications will be effective as of the date posted on our website. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued use of the Services after such changes or modifications shall constitute a binding acceptance thereof.
A. Section Headings. Any section headings contained herein are for reference purposes only and do not in any way affect the meaning or interpretation of this Agreement.
B. Notices. Any notice required or permitted by this Agreement will be given in writing and will be deemed given as of the day it is received and (i) if to us, sent via email to firstname.lastname@example.org; (ii) if to you, sent to the email address you provided when registering for an account.
C. Severability. In the event that any portion of this Agreement is held unenforceable or invalid for any reason, the remaining provisions of the Agreement shall remain in full force and effect.
D. No Waiver. Any failure by Archonic to enforce any provision of these Terms shall not be construed as a continuing waiver of any rights under such provision.
E. Construction. The word "include" or any variants thereof used herein shall be construed non-exclusively to mean "including without limitation."
F. Governing Law and Venue. This Agreement shall be governed by and construed according with the laws of the State of New York without regard to its conflict of laws rules. You hereby irrevocably consent to the personal jurisdiction of and venue in the state and federal courts located in New York County, New York with respect to any action, claim or proceeding arising out of or relating to this Agreement.
G. No Class Actions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE MAY ONLY BRING CLAIMS AGAINST EACH OTHER IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS REPRESENTATIVE OR A CLASS MEMBER IN A CLASS OR REPRESENTATIVE ACTION.
H. Waiver of Jury Trial. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS, CAUSES OF ACTION (INCLUDING COUNTERCLAIMS) OR DISPUTES BETWEEN YOU AND US.
I. Assignment. You shall not assign this Agreement or any right, interest or benefit under this Agreement without our prior written consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of both parties and their respective heirs, executors, administrators, successors and assigns.
J. Force Majeure. Except for payment obligations, neither party shall be liable for failure or delay resulting from a condition beyond the reasonable control of the party, including acts of God, government, terrorism, natural disasters, labor conditions, power failures, third party connection or utilities outages, Internet disruption or latency, interruption or failure of ISP and carrier lines.
K. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services, and all prior or contemporaneous agreements are hereby superseded.