BuyerCall terms of service and conditions.
We are happy to welcome you to BuyerCall ("service"). By using the service you are agreeing to be bound by the following terms and conditions ("terms of service"). BuyerCall, LLC reserves the right to update and change these terms of service without notice.
Violation of any of the terms below may result in the termination of your account.
In order to make use of the services provided by BuyerCall, you (hereinafter referred to as "You") must first read this agreement (the "Agreement") and accept it. You may not avail Yourself of the Services if You do not accept this Agreement and the terms therein. You accept the terms of this Agreement through signature, by agreeing to the License Agreement and/or Order Agreement pertaining to your service order. You can also accept the terms of the Agreement by clicking to accept, by agreeing to the terms of the Agreement in the user interface for any BuyerCall Service, or by using the BuyerCall API or Services. In the latter case, You understand and agree that we will treat Your use of the Services as acceptance of the terms from that point onwards. BY USING BuyerCall, YOU CONSENT TO THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE PLEASE DO NOT USE THE SERVICES, WEBSITE, USER INTERFACE OR/AND API.
By providing a signature on the License Agreement, Order Agreement and/or putting a check mark next to I AGREE and clicking on SUBMIT or using the API or Services, You represent that You have read and agree to the terms and conditions of this Agreement. These terms and conditions will remain in effect throughout Your use of the Services and continue after this Agreement expires, cancels or is terminated. These terms and conditions are legally binding should You choose to sign up/register for the Service.
If You are accepting on behalf of Your employer or another entity, You represent and warrant that: (i) You have full legal authority to bind your employer, or the applicable entity, to these terms of service; (ii) You have read and understand this Agreement; and (iii) You agree, on behalf of the party that You represent, to this Agreement. If You don’t have the legal authority to bind Your employer or the applicable entity, please do not sign the License Agreement, Order Agreement or put a check mark next to I AGREE and click on SUBMIT or use BuyerCall’s Services.
We reserve the right to change these Terms from time to time. Any updates to these Terms shall be posted on this website. You acknowledge your responsibility to review these Terms from time to time and to be aware of any such changes. By continuing to use any of the BuyerCall Services after we post any such changes, you accept these Terms, as modified.
2. Usage Policy
2.1 Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, BuyerCall hereby grants You a limited, non-exclusive, non-transferable, non-sublicenseable, revocable right and license during the Term of this Agreement in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by BuyerCall that augment or enhance the current Services shall also constitute “Services” and shall be subject to these terms and conditions. You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. You may not allow any unauthorized third party to access the Services for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by the company.
2.2 For purposes of this Agreement, BuyerCall hereby grants to You a limited, non-exclusive, non-transferable, non-sub-licenseable, revocable license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of BuyerCall (each, a “BuyerCall Mark”) for the purpose of promoting or advertising that You use the Services, solely in accordance with the terms and conditions of this Agreement. In return You hereby grant BuyerCall a limited, non-exclusive, non-transferable, non-sublicenseable license during the Term of this Agreement to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that You use the Services. In using BuyerCall Marks, You may not: (i) display a BuyerCall Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by BuyerCall; (ii) use BuyerCall’s Marks to disparage BuyerCall or its products or services; or (iii) display a BuyerCall Mark on a site that violates any law or regulation. Notwithstanding the above, BuyerCall may determine in its sole discretion whether its marks may be used in connection with Your Application. Furthermore, we may modify any BuyerCall Marks provided to You at any time, and upon notice, You will use only the modified BuyerCall Marks and not the old BuyerCall Marks. Other than as specified in this Agreement, You may not use any BuyerCall Mark unless You obtain our prior written consent. All uses of BuyerCall Trademarks and goodwill associated therewith shall inure to the benefit of the company.
2.3 Subject to our commercially reasonable efforts and so long as Your account remains in good standing, data generated by Your use of the Service such as audio recordings and call log entries will remain available via email or telephone requests for at least 35 days from the date such data was generated. We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur with respect to loss of data associated with Your account and data therein.
3.1 The term (“Term”) of this Agreement will commence once You accept this Agreement as provided above. The Agreement will remain in effect until terminated by You or BuyerCall in accordance with this Section 3.
3.2 You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account for any Service for which we provide an account closing mechanism. A 30-day written notice, sent to support@BuyerCall.com, is required.
3.3 We may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time. If BuyerCall determines that providing advance notice would negatively impact BuyerCall’s ability to provide Services, BuyerCall may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), with no notice. Upon termination of this Agreement for any reason: (i) You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; and (ii) all of Your rights under this Agreement shall immediately terminate.
4. Intellectual Property
4.1 Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to (i) the Services; (ii) the BuyerCall Marks; and (iv) any other technology and software that we provide or use to provide the Services. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the BuyerCall Marks, or such other technology and software, except for the limited use and access rights described in this Agreement.
4.2 During and after the Term of the Agreement, with respect to any of the Services that You elect to use, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.
5. No Warranty; Limitation of Liability
5.1 BuyerCall reserves the right to modify, suspend, or discontinue the offering of any of the Services at any time for any reason without prior notice. Further, while BuyerCall utilizes electronic and physical security to reduce the risk of improper access to or manipulation of data during transmission and storage, it cannot guarantee the security or integrity of the data and shall have no liability for breaches of security or integrity or third-party interception in transit, nor for any damage which may result to your computer or other property by your use of the Services.
5.2 BuyerCall shall use commercially reasonable efforts to make access to the Services available through the required access protocols, but makes no warranty or guarantee that (i) the Services will be available at any particular time; or (ii) you will be able to access the Services at any particular time or from any particular location. The BuyerCall will not be liable for any act or omission of any other company or companies furnishing a portion of the Services (including, without limitation communications carriers or ISPs), or from any act or omission of a third party, including those vendors participating in BuyerCall offerings made to you, or for equipment that it does not furnish, or for damages that result from the operation of customer-provided systems, equipment, facilities or services that are interconnected with the Service. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESSED OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANY STATEMENT TO THE CONTRARY CONTAINED IN THESE TERMS, BuyerCall DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, INCLUDING, BUT NOT LIMITED TO ANY INTERRUPTIONS TO THE SERVICES CAUSED BY THE INTENTIONAL AND/OR MALICIOUS ACTS OF THIRD PARTIES (E.G., “HACKING”) NOR SHALL BuyerCall BE RESPONSIBLE FOR ANY DATA LOSS OR LOSS OF ANY INFORMATION IN YOUR ACCOUNT, REGARDLESS OF THE CAUSE. FURTHERMORE, BuyerCall MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OTHER THAN AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS. BuyerCall MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICE, SOFTWARE, TEXT, GRAPHICS OR LINKS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. BuyerCall SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF DAMAGE TO OR CORRUPTION OF DATA OR LOSS OF GOODWILL), OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING IN CONNECTION WITH THESE TERMS, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT, SOFTWARE, OR DATA, BuyerCall IS NOT RESPONSIBLE FOR THOSE COSTS. BuyerCall’s TOTAL LIABILITY ARISING OUT OF YOUR USE OF THE SERVICES FOR DIRECT DAMAGES SHALL NOT, IN THE AGGREGATE, EXCEED AN AMOUNT EQUAL TO THE MONTHLY TRANSACTION FEE PAID BY YOU TO BuyerCall HEREUNDER.
6. User Warranties; Indemnification
6.1 You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of Your use of the Services and/or BuyerCall Marks in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, the Acceptable Use Policy, and/or applicable law.
7. Force Majeure
7.1 BuyerCall shall not be liable for any failure or delay in performing its obligations hereunder, which such failure or delay is caused by fire, flood, earthquake, elements of nature or acts of God, acts of war, insurrection, terrorism, strike, failure or downtime of any telecommunications line and/or unavailability of any telecommunications or Internet facilities, power failure, governmental restrictions, any court order, compliance with any law, regulation, or order of any governmental authority, or any other cause beyond the reasonable control of BuyerCall. In addition, BuyerCall shall be so excused in the event it is unable to acquire from its usual sources, and on terms it deems to be reasonable, any material necessary for the performance of the Services.
8.1 Notwithstanding anything to the contrary, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of BuyerCall’s or any third party's intellectual property rights and/or proprietary rights. You further acknowledge that our rights in the Services and the BuyerCall Marks are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
8.2 By using the Services, You agree that the laws of the state of South Carolina, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between You and us.
9. Fees and Payment Terms
9.1 The monthly services fee will be due by the 15th day of each month beginning the month following activation date during the Term of this Agreement and any Renewal Terms hereof.
9.2 BuyerCall shall submit to You monthly invoices for any Services billable hereunder. The invoice shall include any unpaid fees for Services. All invoices must be paid in full within fifteen (15) days of the invoice date.
9.3 In the event You claim any discrepancy or inaccuracy in any invoice, such claim must be asserted by You within thirty (30) days from invoice date or such invoice shall be deemed final and conclusive. All such claims shall be in writing and BuyerCall shall respond thereto in thirty (30) days. However, this dispute resolution provision shall not relieve You of paying the ongoing fee for Services as governed by this Agreement.
9.4 Fees or invoices that become thirty (30) days past due will incur an additional charge of one and one-half percent (1+1/2%) per month from the date the fee is due or the invoice is issued.
9.5 It shall be a breach of this Agreement if the fee is not paid when due or any invoice becomes sixty (60) days past due.
9.6 BuyerCall, at its sole discretion, may require prepayment and/or alternative payment methods (i.e. credit card) should an invoice be paid after the invoice due date.
10. Miscellaneous Provisions
10.1 Responsibility. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.
10.2 Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
10.3 Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.
10.4 Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
10.5 Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the BuyerCall Website and as may be modified thereafter and constitutes the entire agreement between You and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and us, whether written or oral, regarding such subject matter.
10.6 No Agency. Nothing in this Agreement shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between BuyerCall and You.
10.7 No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.
Questions about the terms of service should be sent to support@BuyerCall.com.
February 27, 2017