THE UNDERSIGNED PARTIES, the applicant entity identified on the accompanying service application (Application) and herein referred to as the “Customer”, and
LogMyCalls.com (LMC), a service of ContactPoint, LLC, headquartered in St. George, Utah and herein referred to as “ContactPoint”, and collectively referred to as
the “Parties”, hereby agree to certain LogMyCalls services (Services) as set forth below and in the accompanying service application. In consideration of this
agreement (Agreement), the Parties hereby agree to the following terms and conditions of service. The agreement of the Parties to these terms may be accepted
by signing a formal written agreement of these terms, by clicking on the “accept terms” button with an online version of this application, or by using the Service or
continuing to use the Service after a revised version of these terms has been posted.
These terms and conditions apply only to the Services described herein and do not apply to other products or services that ContactPoint may offer or that may be
sold or provided in conjunction with these Services except as described in their respective statements of terms and conditions or agreements.
Customer warrants that it has full power and authority to enter into this Agreement, and will have and maintain during the service term described herein, all
consents, approvals, permissions, and licenses necessary to perform all of its duties and obligations hereunder. The parties acknowledge and agree that Customer
will be deemed responsible for each of its clients, subcontractors, licensees, representatives, customers, agents and other Customer affiliates (collectively,
"Customer Affiliates"), and their respective compliance with the terms of this Agreement.
1. Length of Service: The length of service for this Agreement is based on the application for service completed in conjunction with this Agreement. This
Agreement begins on the date the accompanying Application is submitted and continues for the term agreed to on the Application.
2. Ownership of numbers: Tracking numbers assigned to Customer for use on Customer’s account are leased to Customer for purposes of this Agreement, but
remain the property of ContactPoint through the end of the term of Service. Portability of numbers at the termination of service may be limited by the
telecommunications service providers in the area in which Customer’s numbers are located and is subject to transfer fees. Upon termination of this
Agreement, Customer must either pay the applicable transfer (if number portability is available for its numbers in that area) or must cease to use the tracking
numbers covered by this Agreement and shall cease distributing such numbers and shall take all reasonable steps to remove the numbers from use in any
marketing venues including publications, advertisements, promotions, websites, etc. During the term of Service in this Agreement, Customer may not
sublease, assign, or allocate tracking numbers included in this Agreement to third parties or use such numbers in any way not set forth in the terms of this
Agreement without express written permission from ContactPoint or without a separate Affiliate, Reseller, or Integrator agreement in place. ContactPoint
reserves the right to reallocate numbers not currently in use by Customer at its discretion. In the event that Customer suspends or terminates this Service for
any reason, including breach or non-payment of fees, Customer acknowledges that the tracking numbers or toll-free numbers it had prior to suspension or
termination of the Agreement may no longer be available.
3. Compliance with applicable laws: The Customer shall be responsible for compliance with all laws and regulations regarding the monitoring of employee and
customer conversations. Customer understands and agrees that it is familiar with all local, state and federal laws and regulations regarding calling, recording,
and receiving of calls, and agrees to comply with those laws and regulations. Customer agrees to not use recordings for fraudulent or illegal purposes.
Customer shall determine in advance, in its sole discretion without reliance on ContactPoint whether the use of the Services defined herein are appropriate
and legal in the context of Customer’s use and implementation thereof in its jurisdiction.
4. Termination
a. Auto-renewal: i) Monthly: The Service renews automatically every thirty days based on the date that Customer signed up for the Service. ii) Annual: For
Customers that have signed up for an annual subscription, Service automatically renews on the anniversary date of their subscription. Accounts are
automatically charged on the monthly or annual renewal dates and continue to renew automatically until one or both parties terminate this Agreement as
provided for herein.
b. By Customer: Customer may call 1-866-468-0900 to close its account. Customer shall be responsible for any balance due for usage on the account at the
time of termination less any pro-rated fees for the monthly/annual subscription.
c. By ContactPoint: ContactPoint reserves the right in its sole discretion to refuse Service to any party for any reason. ContactPoint may terminate this
Agreement for any or no reason upon thirty (30) days written notice to Customer; or may, without refund, at its sole discretion, terminate or suspend
services on this Agreement effective immediately if there is a violation of any laws, regulations or statutes by the Customer or any material breach of any
terms of this Agreement by the Customer, including failure to maintain account current. Violation of laws may also be reported to appropriate lawenforcement
agencies. Customer shall be responsible under this clause for any balance due on the account at the time of termination.
d. Method: Under the terms of this Agreement, termination by either party requires that they provide written notice to the other party. Notification of
dissatisfaction or termination by Customer to ContactPoint may be done by phone at 1-866-468-0900, by email at
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. Notification by
ContactPoint to Customer may be done at the email address or mailing address used by Customer during the Application process for this account.
e. Effect of Termination: Upon the effective date of termination, all rights and obligations of the parties will terminate except for any duties including but not
limited to confidentiality, privacy, intellectual property ownership, indemnity or warranty that arose under the terms of the Agreement and that are
hereby covered by the survivability clause included herein.
5. What is not included in the service
a. Emergency Dialing: Tracking numbers connect with an existing landline or mobile number provided by Customer. Emergency dialing services (i.e., 911
service) is not included on tracking numbers. Customer therefore waives any claims against ContactPoint or any of its affiliates based on failure to provide
emergency dialing service under this Agreement.
b. Telephone Service: ContactPoint is not a telephone company and does not provide telecommunications services. ContactPoint purchases
telecommunications services from third party telecommunications providers and uses such services to deliver products and Services to Customer.
LMC Terms & Conditions 2.0
6. What is included in the service: ContactPoint’s LogMyCalls service includes a tracking number for use in tracking and recording inbound calls or outbound calls.
The tracking number may be either a local or a toll-free number (depending on the services agreed to by the Parties in the Service Application). Tracking
numbers are redirected to an existing landline or mobile number using a ring-to feature. The Application for Service may also provide for geo-routing of call
allowing them to be forwarded to different terminals based on the area code from which the calls originate.
Tracking numbers are used to create tracking reports that detail what calls came in to each number being tracked including number being called, originating
number, and date and time of call. Recordings are made of all calls on the tracking number and are made available to Customer through an online account.
ContactPoint may add or remove features of this service at its sole discretion at any time.
7. Equipment: Customer is responsible for obtaining, providing, configuring, and maintaining any telephone or computer equipment (the Equipment) necessary
to access the Services in this Agreement. Customer is also responsible for adequately safeguarding its Equipment and access to systems involved with the
delivery of the Services to adequately protect any confidential, private, or strategic information or data and to prevent damage to be done to systems involved
with this Agreement. ContactPoint is not responsible for any telephone or internet connection charges, taxes, or fees associated with Customer’s systems
needed to access the Service. Any costs associated with modifying, programming, configuring or otherwise connecting Customer’s Equipment to be able to
access the Service are the responsibility of Customer.
8. Acceptable Use: The call tracking and call recording Services described by this Agreement are designed for use in tracking customer service and sales calls.
Customer agrees to use the Service in accordance with all applicable local, state, and/or federal laws or regulations. Customer agrees that it will not (nor allow
any client, subcontractor, licensee, representative, customer, agent or other Customer Affiliate) to use the Service in any manner that violates the rights of any
person or is illegal, fraudulent, deceptive (including without limitation any spoofing of caller ID information or similar practices likely to deceive any other
party contacted through the Service), harassing, threatening, harmful, libelous, defamatory, abusive, slanderous, hateful, sexually, racially or ethnically
objectionable, vulgar, pornographic, obscene, invasive of privacy, or otherwise objectionable or unlawful; to use or access the Service by mobile telephone
while operating a motor vehicle; or to interfere with another's use and enjoyment of any ContactPoint services. The Parties agree that any violation of these
terms by Customer shall entitle ContactPoint to terminate or suspend the Services provided hereunder to customer.
9. Excessive Use: ContactPoint reserves the right to limit or suspend Service usage on any account using the Service if call volumes significantly exceed the
planned usage or prior usage patterns, or when reasonable prior notice of capacity needs has not been provided. Customer acknowledges that such account
limitations or suspensions may result in calls being rejected by fast-busy signal.
10. Support: Technical support is available to Customer during normal business hours through email at
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or by calling your LogMyCalls
representative.
11. Payment terms
a. Billing: billing for services is done in advance, prior to the month in which services are used (or at the beginning of the year in which services are used
under annual agreements). Payments for services billed are due upon receipt. Monthly Services fees are for the billing cycle for which they are prepaid
only and may not be carried over at the end of the period, whether the services were used during the period or not. Customer agrees to pay all fees, usage
charges, surcharges, regulatory fees, or taxes in accordance with the terms of this Agreement and upon receipt of the monthly invoice. Customer will make
payment no later than 10 days after first day of month for which invoice has been submitted to Customer. Past due amounts may be charged finance
charges of up to 18 % annual percentage rate (1.5% per month), or the maximum permitted by law, whichever is lower, until brought current. Customer is
responsible for any costs or expenses incurred (including accounting fees, collection fees, and legal fees) associated with collection of any past-due
amounts on Customer’s account.
b. Contracted monthly fees: This Agreement is completed in conjunction with a Service Application in which the fee amounts for this Agreement are listed.
The Parties agree that the monthly fees and contracted fee amount apply for the duration of the contract period. The attached Service Application may list
a specific volume and rate for the Services to be billed each month. The fees listed may be for the minimum monthly volume and are fixed for the contract
period, even if the Customer fails to use all of the Services for which the Customer has agreed to purchase in a given month.
In the event that the Customer uses more Services than contracted or Services for which additional fees apply, ContactPoint will bill the Customer for the
additional Services as the agreed upon or then-current rate. Unless otherwise indicated, all fees in this Agreement and any Service Application are in
United States currency.
c. Payment Disputes: If Customer has any payment disputes related to the services in this Agreement it must notify ContactPoint within five days of receiving
the disputed billing statement. Failure to notify ContactPoint of any payment disputes within the five day period shall be deemed to be an acceptance of
the billing statement and all fees listed thereon.
12. Assignment. Customer may not assign or sublicense this Agreement or any of its rights hereunder, or delegate any of its duties hereunder without the prior
written consent of ContactPoint. This Agreement may be assigned, in whole or in part, at any time by ContactPoint by providing written notice of the
assignment. This Agreement binds and inures to the benefit of the parties' successors and lawful assigns.
13. Credit Application. Customer hereby authorizes ContactPoint to verify any and all information in this Agreement or accompanying service application(s) for
credit purposes.
14. Limited Agency Agreement: Customer hereby appoints ContactPoint to act as its agent with respect to the acquisition and provisioning of services provided for
under this Agreement, including, but not limited to the acquisition and provisioning of phone numbers for use with the services described herein. Customer
hereby authorizes ContactPoint to order, effect changes, and handle arrangement on its behalf, including the ordering of services and phone numbers as well
as obtaining carrier information for all locations being served by this Agreement. This agency agreement is limited to matters directly related to the Services
defined by this Agreement and neither Party is authorized to serve as an agent for the other for any purpose not covered directly in this paragraph nor to
negotiate on their behalf on any matter outside the scope of this paragraph. Except as expressly described, herein, no agency, partnership, joint venture, or
employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.
15. General Privacy Terms: The Parties acknowledge that privacy of end users of the Service, including Customer’s employees and clients, is important and the
Parties agree to make all necessary efforts to protect the privacy of the same. Use of the ContactPoint site(s) or Service(s), demonstrates Customer’s consent
to the collection and use of information as outlined in this privacy statement and consent to these Terms and Conditions of use.
a. Customer agrees that it has established proper procedures to protect the privacy of its clients’ and employees’ personal information and otherwise comply
with all applicable laws and regulations with respect to the data acquired by the Services covered by this Agreement. The Parties agree that information or
data (including usage information and data collected through the Service) cannot practicably be stored in a manner which is PCI (payment card industry) or
HIPAA (healthcare patient confidentiality and security) compliant. Therefore, Customer agrees to put practices and procedures in place to protect its client
information in these areas so they are kept out of the scope of any call recordings gathered by this Service.
b. The Parties agree that the principle uses of the call recordings and customer data that will be collected by this Service are for the improvement of quality of
customer service and for training purposes by the Customer. Customer acknowledges that ContactPoint may also use Customer data for training, quality
control, or research and development purposes or for use in normal business operations. Data may be used for developing new services, improving
existing services, or developing market and industry intelligence. Any information gathered and used by ContactPoint for these purposes will not contain
personally identifiable information for any parties involved in the call recording.
c. Customer agrees to protect login and security information for accessing the information and call recordings collected by this Service for its account(s) with
ContactPoint and to notify ContactPoint immediately of any breach of security on its end. ContactPoint cannot be responsible for any data lost, misused,
destroyed, or stolen due to Customer’s inability to maintain the security of login information for its account(s). ContactPoint makes no warranties to cover
loss, misuse, or alteration of data, but makes diligent efforts to prevent such from happening.
d. ContactPoint may use third party providers and subcontractors for the Services described in this Agreement (including, but not limited to, credit card
processors, telephone service carriers, data service providers, or consultants). Service through these providers may necessarily include providing them
with some or all data, recordings, or information covered by this Agreement. Whenever possible, such data would be transmitted in an anonymous
format. Information that may be shared with these third parties will be limited to that which is necessary for the delivery of the applicable Service and
only if these third parties are prohibited for using the information provided for any other reason or purpose.
e. ContactPoint specifically reserves the right, to the maximum extent permitted by law, to use or disclose any information covered by this Agreement for
the purposes of enforcing this Agreement; when requested by law enforcement agencies (whether or not under subpoena); or if it reasonably suspects a
violation of the user Agreement, Terms & Conditions of use, or any applicable law or regulation. ContactPoint may also provide personal information
disclose information when required by law (e.g., subpoenas, search warrants and court orders), when it determines that such action is reasonably
necessary to protect a party's rights, property, or well-being or for the purposes of fraud detection or protection, or in other situations involving suspicious
or illegal activities.
f. Customer agrees to comply with all applicable laws as to privacy of minors and agrees to be familiar with any such laws. Children under age 13 not
permitted to use the call recording service. ContactPoint does not knowingly collect any information or identifiable information on children without their
parent’s consent. If Customer employs minors whose voice may be captured by call recording Services described herein, Customer agrees to obtain written
permission from the employees’ parent or legal guardian. Customer agrees to indemnify ContactPoint from any cause of action related to recording of
minors on this Service.
16. Recorded Call Notice: The Parties acknowledge that some jurisdictions require that in order to record a conversation, all parties to the conversation must know
that the conversation is being recorded while other jurisdictions only require that one party know of the recording of the conversation. Customer represents,
warrants and agrees that in connection with its use of the Services, that Customer has reviewed the legality of recording, monitoring, storing, and divulging
telephone calls, that Customer is permitted to engage in those activities, and that Customer shall use ContactPoint’s service in full compliance with all
applicable laws and regulations.
a. In order to assist in compliance with these regulations, a “Recorded Call Notice” is configured to automatically play at the commencement of any call. This
feature may be disabled by Customer. ContactPoint makes no warranties regarding the legality of monitoring, recording, storing, or making available calls
to Customer nor the legality of the language used in any “Recorded Call Notice” used in conjunction with this service. Customer agrees, acknowledges,
represents and warrants that it will provide and/or obtain all notices, consents, and permissions relating to recording calls, as required by applicable laws
and regulations. It is the sole responsibility of Customer to comply with the legislation, regulations and statutes in the jurisdiction(s) in which it operates.
Customer agrees to notify ContactPoint in the event Customer learns of a required revision to the Recorded Call Message in order to comply with
applicable laws or regulations with the specific language required.
b. Customer agrees and acknowledges that applicable laws and regulations may require that Customer 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
recorded by the services described in this Agreement.
17. HIPAA: If Customer is a “covered entity” or a "business associate" thereof, as each term is used under the Health Insurance Portability and Accountability Act of
1996 (as may be amended or replaced, "HIPAA") or is otherwise subject to any HIPAA-related or similar legal requirement, Customer is solely responsible to
ensure full compliance therewith. Customer is responsible for maintaining the privacy of any persons or their information that may be covered by HIPAA or
any related or similar legislation or regulation. ContactPoint makes no claims or warranties regarding compliance with HIPAA. Any information that is recorded
by the services defined in this Agreement or that may be stored by ContactPoint for Customer is the sole responsibility of Customer with respect to HIPAA
regulations.
18. Credit Card Security: ContactPoint’s Services covered by this agreement do not comply with any level of credit security or PCI (payment card industry)
standards. It is Customer’s responsibility to ensure that any data collected by this Service maintain the integrity of its customers as ContactPoint hereby
disclaims any and all responsibility for the protection of sensitive or financial information. In order to protect its clients, Customer is strongly encouraged not
to collect credit card or personal financial information over the phone in connection with this Service. Customer hereby agrees to indemnify, defend, and hold
harmless ContactPoint from any claim related to failure to adequately secure credit card or personal financial information in conjunction with this Service.
19. Copyright: Except as otherwise expressly agreed in writing any copyright, trademark (including names, slogans, trademarks, service marks, designs, and logos),
patent (registered or unregistered), trade secrets, or other intellectual property rights in any works or processes, including but not limited to manuals,
marketing materials, reports, or materials published, transmitted, or otherwise available on the ContactPoint Website or through the Service provided by
ContactPoint to the Customer, shall be the property of ContactPoint. All copyrights, trademarks, patents, or other intellectual property rights shall remain the
property of ContactPoint, and may not be copied, reproduced, republished, reused, uploaded, downloaded, posted, or transmitted, other than through the
Service in accordance with its intended use, nor may derivative works be created from it or distributed in any way.
20. Confidentiality: ContactPoint may furnish to the Customer access to certain of its systems and tools and Customer may furnish to ContactPoint access to its
phone systems, recorded calls, and customer information as Parties mutually deem necessary to execute the terms of this Agreement.
a. All information (Confidential Information) furnished by the Customer, its representatives, or its customers, or any information obtained by ContactPoint
through conversation or written communication between the Parties shall be kept confidential by ContactPoint and its staff. ContactPoint shall not
disclose any Confidential Information to any third party without prior written approval by the Customer or as specifically required by law or court order.
ContactPoint will use the information and documents including any call recordings or tracking information obtained from the Customer solely for the
purposes of this Agreement, but may, from time to time, use data in an unidentifiable way to improve services or develop new products or services as
described herein. The Parties agree to reasonably treat any Confidential Information of the other party as if it were their own.
b. Confidential Information may include business methods, business plans, contracts, customers, competitive analysis, designs, methodologies,
presentations, procedures, processes, formulas, inventions, products, product plans, product functionality, applications, specifications, technical data,
drawings, markets, payment, documentation, services, algorithms, formats, know-how, data, databases, developments, and rules. Confidential
Information does not include information generally known or publicly available prior to the time of disclosure, that through no action or inaction of the
receiving party becomes publicly available, is already in the possession of the receiving party prior to disclosure, was developed independently by the
receiving party with use of any Confidential Information or that is provided by a third party not under confidentiality obligations with the disclosing party.
21. Storage of Data: During the term of the Agreement, and subject to the terms contained herein, Customer may access call detail records, call recordings and
associated data for twelve (12) months from the date of the recording. Customer agrees that this feature is provided as a convenience to Customer only and
ContactPoint has no responsibility or liability whatsoever for the deletion, loss, or failure to store, any messages and/or other communications maintained or
transmitted as part of this agreement. All archived Customer data (including call recordings) will be governed by the most current storage and deletion terms
in effect, which are subject to change at any time and may include limitations on the storage capacity limitations, automatic or mandatory deletion protocols,
and length of storage periods. Notification of any such changes will be posted on the LMC website or sent by email. If ContactPoint, in its reasonable
professional discretion, determines that Customer data must be retained beyond the time specified herein in order to comply with regulatory matters,
ContactPoint reserves the right to maintain the data until any and all matters have been resolved adequately. Upon termination of this contract, ContactPoint
will retain archives of Customer’s data for a period of at least 60 days or as required by law, regulation, or court order. Customer can retrieve data for up to 30
days after termination of contract by special request.
22. Indemnification: Customer shall, at its own expense, indemnify, defend and hold harmless ContactPoint and all employees, officers, subsidiaries, parents,
affiliates, managers, shareholders, resellers, sales affiliates, representatives, licensees or other partners, and contractors working on programs related to this
agreement (the Indemnified Parties) against all or any claims (Claims) (including but not limited to libel, violation of privacy or publicity, copyright
infringement, trademark infringement, trade secret violation, fraud, product liability, misrepresentation, false advertising, or violation of any law, statute,
ordinance, rule or regulation throughout the world), as well as any costs, investigations, fines, settlements, damages, proceedings, demands, suits, actions,
liabilities, judgments, obligations, losses, and expenses (including without limitation reasonable legal fees, accountants fees, and or other expenses) to which
ContactPoint and the Indemnified Parties may become liable by reason of the negligent, intentional or willful act or omission of the Customer, use of any
materials or services supplied by Customer, any other’s use of the Customer’s account, or conduct of Customer including, but not limited to, violation of
applicable laws or any tort committed in connection with the services described in this Agreement, use/misuse of Services in violation of the applicable terms
and conditions, customer or Customer’s breach of any term, condition, agreement, representation or warranty hereunder, Customer or Client's telemarketing
or other marketing activities, or the use/misuse of confidential information.
The indemnifying party will not enter into any settlement or compromise of the Claim except a settlement or compromise that: (a) is full and final with respect
to the Claim; (b) does not obligate the indemnified party to act or to refrain from acting in any way; (c) does not contain an admission of liability on the part of
the indemnified party; (d) dismisses the Claim with prejudice; or (e) is subject to confidentiality, such that no party may disclose the terms of the settlement
or compromise without the indemnified party's prior written approval, which shall not be unreasonably withheld. Customer will not agree to any settlement
that imposes any obligation or liability upon ContactPoint without ContactPoint's prior written consent.
Although ContactPoint has no obligation to monitor the use of the services described herein ContactPoint may do so and may remove any such content or
prohibit any use of the Services it believes may be (or is alleged to be) in violation of the Agreement or applicable laws.
23. Limitation of Liability: To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall
ContactPoint be held liable to Customer or any third party for any damages (including, but not limited to, direct, indirect, special, consequential, incidental,
cover, or reliance) that result from use of the Services or the inability to use the Services for any reason that might directly or indirectly result in any loss by
Customer or any third party, including but not limited to the following: a) losses or damages due to telephony systems failures, including ContactPoint
systems, b) any changes to telephone numbers published or distributed by Customer prior to confirmation that the number is installed and terminating
properly or that the Service is connected to the proper facilities, c) errors in listings due to directory publishing errors or omissions, d) loss of data, business,
profits, or goodwill, e) costs of procurement of substitute goods or services, f) reliance on or use of information or services provided through the Service that
result in mistakes, omissions, interruptions, errors, defects, delays in operation or transmission. If, notwithstanding the foregoing, ContactPoint is found liable
to Customer for any damages, exclusive remedy shall be limited to a refund of the amounts paid by Customer to ContactPoint during the period of time that
any services were interrupted and shall not exceed total amounts paid by Customer to ContactPoint under this Agreement during the last three (3) months
paid for.
24. Use of Customer Data: Customer shall be solely responsible for its use of the customer data, recorded calls, or information that is collected as part of the
Services of this Agreement.
25. Force Majeure: ContactPoint shall not be liable for any failure nor be deemed in breach of this Agreement or of any implied warranty or other obligation, for
any delay in the supply of its services and goods caused by any acts beyond its control that prevent, restrict or interfere with their delivery, including but not
limited to, acts of God including storms, earthquakes, natural disasters, floods or other catastrophes, accidents, civil commotion including, but not limited to,
riots, boycotts, rebellions, shortages, or insurrections, power failures, cable cuts, failure of internet carrier lines, failure or malfunction of Customer-supplied
equipment, Internet outages beyond the reasonable control of ContactPoint, labor issues including, but not limited to, work stoppages, lockouts, or strikes,
explosions, national emergencies, terrorism, wars, warfare or acts of war, vandalism, cyber terrorism (including hackers, viruses, malware, or other malicious
code), law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority or martial law, and
ContactPoint shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. Contact point shall not be liable
for any loss, damage, or expense suffered by the Customer or any third party arising directly or indirectly from any such matter covered by this paragraph.
ContactPoint will use reasonable efforts within its powers to avoid or remove any such cause of nonperformance.
26. Disclaimer of Warranties: THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND THE SERVICE WOULD NOT BE
AVAILABLE WITHOUT IT. EXCEPT AS SPECIFICALLY DESCRIBED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTACTPOINT
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES DESCRIBED IN THIS AGREEMENT OR ANY AND ALL OTHER SERVICE, MATERIAL,
OR EQUIPMENT PROVIDED BY CONTACTPOINT, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF
PERFORMANCE. CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS FOR WARRANTIES DISCLAIMED BY CONTACTPOINT HEREIN.
a. Some legal rights vary by jurisdiction and may not be disclaimed. In the event that any warranty disclaimed herein is prohibited for any reason, it and all
other warranties are to be disclaimed to the fullest measure permitted by law. ContactPoint makes no warranties as to the results to be obtained from the
use of the Service, the number of calls tracked or recorded, the costs Customer may save or the revenue Customer may earn, nor to the accuracy or legality
of any information or data provided as part of the Service.
b. While ContactPoint strives to work with all telecommunications systems to provide its services, it does not guarantee that the Service may be accessed
from all locations or with all equipment or types of communications access, nor does it recommend or support use of the Service in mission critical
situations or on mission critical equipment. ContactPoint makes every effort to provide the highest level of Service under this Agreement, but makes no
warranty that the Services will be uninterrupted, secure, or error-free.
27. Severance: If any part of any provision of this Agreement is held to be invalid, unlawful, void, or for any reason unenforceable, said part shall be deemed
severed from this Agreement and shall not affect the validity or enforceability of any remaining provisions. Invalid parts shall either be modified to reflect the
parties’ intent, but only to the extent necessary to make them enforceable, or be deemed to be ineffective to the extent of such invalidity only, without
affecting the remaining parts or provisions of this Agreement. All other parts and provisions of the Agreement shall remain valid and enforceable.
28. Survivability: The Parties agree that certain terms of this Agreement shall survive termination or expiration of same, including, but not limited to issues of
privacy, confidentiality, intellectual property protection, or indemnification for claims as described herein.
29. Entire Agreement: This Agreement, including any Addenda, and any product-specific terms and conditions, sets forth the entire mutual understanding of the
Parties relative to the services covered herein and supersedes any prior agreements or understandings, whether written or oral. Any conflicting or additional
terms that may have been discussed in reaching this agreement, whether oral or written, that are not set forth herein are void and are not included in this
agreement. The Parties may enter into other agreements for other services without affecting the terms set forth herein unless the Parties specifically agree to
supersede this Agreement. Except as otherwise provided for herein, any waivers or modifications must be in writing and signed by both Parties.
30. Waiver of Rights: Failure of ContactPoint to exercises or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No
waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
31. Reservation of Rights: The parties reserve all rights not expressly granted.
32. Modification of terms: The Parties agree that ContactPoint may, at any time, for any reason, including but not limited to responses to regulatory changes
beyond the control of the Parties that materially alter the feasibility or economics of the Services provided, unilaterally change, amend, modify, suspend, or
discontinue any aspect of these terms and conditions of service, in any reasonable manner, by posting the revised terms and conditions to its website.
Customer’s continued usage of the service after modified terms have been posted shall constitute an acceptance of the modified terms by Customer.
Customer’s sole remedy with respect to any modification is to terminate this Agreement or suspend or cancel its account(s). Modifications to the terms of
service that may be made by ContactPoint may include, without limitation, the availability of any service feature, database or content, hours of availability, or
equipment needed to access the Service.
33. Choice of Law: Each of the terms of this Agreement shall be construed as independent of any other provision of this agreement and shall be governed by the
laws of the State of Utah without regard to its conflict of laws provisions. Any dispute arising under this Agreement shall be construed under and resolved in
accordance with the laws of the State of Utah. In any action or proceeding to enforce any right or remedy under this Agreement or to interpret any provision of
this Agreement, the prevailing party will be entitled to recover costs including reasonable attorney’s fees.
34. Dispute Resolution: the Parties agree to binding arbitration for resolution of any dispute arising from this agreement. Arbitration shall be conducted in St.
George, Utah.
