'ATTENDED BY HUMANS' IS A BRAND NAME OF THE COMPANY 'TELEPORTEL EUROPE NV' Kapelbaan 15, 9255 Buggenhout, Belgium, with registration number BE 0 444 980 075. IN THIS DOCUMENT THE WORDS 'TELEPORTEL' AND 'ATTENDED BY HUMANS' ARE INTERCHANGEABLY USED TO INDICATE THE SAME LEGAL ENTITY.
READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT (THIS "AGREEMENT") BEFORE ACCEPTING AT TIME OF ORDER. THE PRODUCT IS COPYRIGHTED AND LICENSED (NOT SOLD). ' ACCEPTING' INDICATES YOUR ACCEPTANCE OF THE TERMS SET FORTH BELOW, AND CREATES A LEGAL AGREEMENT BETWEEN YOU AND TELEPORTEL EUROPE N.V.("TELEPORTEL") OWNER OF THE 'ATTENDED BY HUMANS' BRAND. YOU CONFIRM AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY YOU ARE REPRESENTING AND ITS AFFILIATES. YOU ACKNOWLEDGE TO HAVE THE AUTHORITY TO BIND THIS LEGAL ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1. TELEPORTEL grants you, subject to payment of the fee, a limited, personal, non-exclusive, non-transferable license to use the Product as provided herein, only as authorized in this Agreement, solely for the limited purpose of integrating the script that will be provided into your website (the "License"). Both your co-workers or subcontractors 'in the back office' and your website visitors , will have access to the cloud services. The 'system manager' will also have access to the cloud server for additional features. The Services shall be made available to you pursuant to this Agreement and the payments in-full. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features. The Product may be used only on a single computer owned, leased, or otherwise controlled solely by you. You agree that you may not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this Agreement, or otherwise allow third parties any use of the Product. You agree that you may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Product, or extract source code from the object code of the Product.
2. The Product may contain portions from third parties and therefore if such portions or cards do exist the end user license agreement of such third parties (as may be listed as 'third party' ) do hereby form a part and parcel of this Agreement. For information identifying the Third Party Components and Terms that apply to this Product please refer towww.teleportel.com/ useragreement/thirdparty
3. Proprietary Rights. Confidentiality. You acknowledge and agree that the
Product is protected under copyright laws and international treaties. You
further acknowledge and agree that all right, title, and interest in and to the
Product, including associated intellectual property rights, are and shall
remain with TELEPORTEL or the Third Parties who own the rights. This
Agreement does not convey to you an interest in or to the Product, but only
a limited right of use, revocable in accordance with the terms of this
Agreement. Additionally, TELEPORTEL, ATTENDED BY HUMANS , names and
logos identifying products of TELEPORTEL and ATTENDED BY HUMANS are
trademarks of TELEPORTEL and no rights are granted and you agree that no
such right, license, or interest shall be asserted by you with respect to such
trademarks.
This publication is confidential. You will maintain all copies of the Product and
all related documentation in confidence, and in a manner that the Product
and all related documentation are not publicly accessible, and that only those
that need access to Product shall be able to access it.
4. License Fees and Payment. The fees paid by you to TELEPORTEL are paid
in consideration of the license granted under this Agreement. All rights
granted to you are subject to full payment of all such fees. It is your sole
responsibility to ensure that you do not respond to any unsolicited requests
for credit card details, passwords or other data. We explicitly take no
responsibility for your failure to comply with the obligations in this section.
You agree to pay all sums specified in the invoices raised and sent to you.
Payment obligations are noncancelable. If you provide credit card
information, you authorize us to charge such credit card for all Services used.
Payments of invoices are due net 5 (five) days from the invoice date.
If any payments are not received from you by the due date, such charges
may accrue interest at the rate of 1.5% of the outstanding balance per
month, or the maximum rate permitted by law, whichever is lower, from the
date such payment was due until the date paid.
If any amount owed by you is 10 or more days overdue (or 5 or more days
overdue in the case of use by credit card), we may, without limiting our other
rights and remedies, accelerate your unpaid fee obligations under such
agreements so that all such obligations become immediately due and
payable. Moreover we reserve the right to suspend our services to you until
all amounts due are paid in full. We will give you at least 10 days' prior
notice that your account is overdue, before suspending services to you. We
shall not exercise these rights, if you are disputing the applicable charges
reasonably and in good faith and are cooperating diligently to resolve the
dispute. If you think that we have charged you in error, you must contact us
– via the website contact form – within 30 days of such charge. We reserve
the right to refuse a refund, if we reasonably believe that you are trying to
unfairly exploit the policy of if you are in breach of the Terms of this
Agreement, of in case you or a third party are using your account and/or the
services fraudulently.
Unless otherwise stated, Our fees do not include VAT, any other taxes, levies
or similar governmental assessments of any nature. You are responsible for
paying all Taxes associated with your purchases hereunder. If we have the
legal obligation to pay or collect taxes for which you are responsible under
this paragraph, the appropriate amount shall be invoiced to and paid by you,
unless you provide us with a valid tax exemption certificate authorized by the
appropriate taxing authority. We are solely responsible for taxes assessable
against it based on our income, property and employees.
Termination costs, out of country 'mobile' usage may lead to significantly
higher costs than regular usage and you are solely responsible for paying for
possible roaming and other applicable costs, charged by your mobile network
provider or operator.
5. Term and Termination. This Agreement is effective upon accepting these
terms and conditions and shall continue until terminated. You may terminate
this Agreement at any time. Any fees paid will not be reimbursed.
TELEPORTEL may terminate this Agreement upon the breach by you of any
term hereof. Termination of this Agreement does not entitle you to any
refund of fees paid by you for the Product or otherwise related thereto.
It is specifically agreed that ‘breach of a term’ includes misusing or abusing
the system, deliberately disconnecting calls prematurely to reconnect with
the caller in another fashion (i.e. with a Communication device outside the
system or outside the monitoring of the system). Teleportel reserves the
right to operate with ‘mystery shoppers’ if suspicion is aroused that deception
is intended.
6. TELEPORTEL WARRANTS, FOR YOUR BENEFIT ALONE, FOR A PERIOD OF
90 (NINETY) DAYS FROM THE DATE OF COMMENCEMENT OF THIS
AGREEMENT (THE "WARRANTY PERIOD") THAT THE PRODUCT IS FREE FROM
DEFECTS IN WORKMANSHIP. TELEPORTEL DOES NOT WARRANT THAT THE
PRODUCT SHALL BE ERROR FREE OR THAT IT SHALL MEET YOUR
REQUIREMENTS. IF DURING THE WARRANTY PERIOD, A DEFECT IN THE
PROGRAM APPEARS, TELEPORTEL WILL ATTEMPT TO REMEDY IN A
REASONABLE TIME FRAME, OR, IF SO ELECTED BY TELEPORTEL, REFUND
THE LICENSE FEE PAID BY YOU HEREUNDER. YOU AGREE THAT THE
FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR
BREACH BY TELEPORTEL OF ANY WARRANTIES MADE UNDER THIS
AGREEMENT. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE
PRODUCT IS LICENSED "AS IS", AND TELEPORTEL DISCLAIMS ANY AND ALL
OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
We shall provide minimal support for the Services to you and use reasonable
efforts to make the Services available on a 24/7 basis, except for planned
downtime . Moreover Attended by Humans cannot guarantee that the
Software, Services, website, helpdesk or server will always function without
interruptions, delays or errors. A number of factors may impact the quality of
the Services and may result in the failure of your communications
alltogether. This illustrative and non-exhaustive list includes- but is not
limited to: acts of God, external causes, nuclear interference, strikes or other
labor problems (other than those involving our employees), Internet and
hosting service provider failures or delays, denial of service attacks or any
other circumstance not under our control, your local network, firewalls, your
internet service provider, connections to the public internet, the network and
your power supply, type of camera and microphone, audio and video
interfaces of your device, operating system and browser ,etc... We take no
responsibility for any interruption or delay caused by any failure of or
inadequacy in any of these items or any other items over which we have no
control.
7. THE LIMITED WARRANTY, EXCLUSIVE REMEDIES AND LIMITED LIABILITY PROVISIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN TELEPORTEL AND YOU, AND YOU ACCEPT AND CONFIRM THAT TELEPORTEL WOULD NOT BE ABLE TO PROVIDE THE PRODUCT ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
8.You agree that neither the Product nor any direct product thereof is being or will be used, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, or will be used for any purposes prohibited by such Act. The Product was developed at private expense and with no government funds. If any part of the Product is acquired by or on behalf of a unit or agency of the U.S. Government, the Government agrees that the Product and all related documentation are "commercial computer Product" or "commercial computer Product documentation' and that, absent a written agreement to the contrary, the Government's rights with respect to the Product and the related documentation are limited by the terms of this Agreement, pursuant to the geverning laws as applicable.
9. Content. Attended by Humans is not the source of, does not check or
endorse and takes no responsibility for the content of communications made.
This applies to both the live communications and to the prerecorded content.
The content of communications is entirely the responsibility of the person
from whom such content originated. You therefore may be exposed to
content that is offensive, unlawful, harmful to minors, obscene, indecent or
otherwise objectionable. The content of communications may be protected by
intellectual property rights, which are owned by third parties. You are
responsible for the content you choose to communicate and access using the
Software. In particular, you are responsible for ensuring that you do not
submit material that is (i) copyrighted, protected by trade secret or otherwise
subject to third party proprietary rights, including privacy and publicity
rights, unless you are the owner of such rights or have permission from their
rightful owner (ii) a falsehood or misrepresentation (iii) offensive, unlawful,
harmful to minors, obscene, threatening, pornographic, harassing, hateful,
ethnically offensive, or that encourages conduct that would be considered a
criminal offense, gives rise to civil liability, violates any law, or is otherwise
objectionable; (iv) an advertisement or solicitation of business; or (v)
impersonating another person. We reserve the right (but shall have no
obligation) to review content for the purpose of enforcing these Terms. We
may in our sole discretion block or otherwise remove the content of
communications as part of its effort to protect the Software, Services or its
customers, or otherwise enforce these Terms. Moreover, we may in our sole
discretion remove such content and/or terminate these Terms and your User
Account if you use any content that is in breach of these Terms.
If we receive any notification that any material that you post, share and/or
publish on the Attended by Humans server or through the Software
(excluding your private communications) is inappropriate, infringes any
rights of any third party, we reserve the right to automatically remove or
block your account. The account shall be taken down without any admission
as to liability and without prejudice to any rights, remedies or defenses, all of
which are expressly reserved. You acknowledge and agree that Attended by
Humans is under no obligation to put back such User Account at any time. If
you believe that others infringe any of your rights (including intellectual
property rights) or are unlawful, please contact us immediately
(legal@attendedbyhumans.com) or via the contact form on the main website.
You understand and accept that you are solely responsible for any
implications resulting from your complaint (including but not limited to
removal or blocking of the account) and you acknowledge, accept and agree
that complaints may be used in court . Any false or misleading information
provided by you may result in civil and criminal liability ; which you accept.
You are solely (i) responsible for compliance with this Agreement, (ii)
responsible for the legality of your data and the manner in which you
acquired your data, (iii) to ensure use of the Services only in accordance with
the applicable laws. You shall not (a) make the Services available to anyone
other than authorized Users, (b) resell, rent, lease or otherwise make
available the Services, (c) use the Services to store or transmit infringing or
otherwise unlawful material, or to store or transmit material in violation of
third-party privacy rights, (d) use the Services to store or distribute
malicious code, (e) interfere with the integrity or performance of the Services
or third-party data or (f) attempt to gain unauthorized access to the Services
or their related systems or networks.
You may not : intercept or monitor communication which is not intented for
you. Collect any personally identifiable information, including account names.
Impact or try to impact, the availability of the Software, server and Services
for example with a Denial of Service or distributed denial of service (DDoS)
attack. Use or launch any automated system (such as but not limited to
robots, readers, etc..).
Services may be subject to other limitations, such as, for example, limits on
disk storage space, on bandwidth availability.
In order to use the software and other products you will need an Internet
broadband connection. You are responsible to provide all the necessary
equipment to access the Internet and you will be responsible to provide all
the necessary accessories yourself (camera, microphone, headset, speakers,
lighting, etc…).
10. Indemnification. Attended by Humans shall defend you against any claim,
demand, suit, or proceeding made or brought against you by a third party
alleging that the use of the Services or Software as permitted hereunder
infringes or misappropriates the intellectual property rights of a third party
(a "Claim Against You"), and shall indemnify you for any damages,
reasonable attorney fees and costs finally awarded against you as a result of,
and for amounts paid by you under a courtapproved settlement of, a Claim
Against You; provided that you (a) promptly give us written notice of the
Claim Against You; (b) give us sole control of the defense and settlement of
the Claim Against You (provided that we may not settle any Claim Against
You unless the settlement unconditionally releases You of all liability); and (c)
provide to us all reasonable assistance, at our expense. In the event of a
Claim Against You, or if we reasonably believe the Services may infringe or
misappropriate, we may in our sole discretion and at no cost to you (i)
modify the Services or Software so that they no longer infringe or
misappropriate, without breaching our warranties described in this
Agreement, (ii) obtain a license for your continued use of the Services of
Software in accordance with this Agreement, or (iii) terminate your account
for such Services upon 30 days' written notice and refund to you any prepaid
fees covering the remainder of the term of such subscriptions after the
effective date of termination.
You shall defend us against any claim, demand, suit or proceeding made or
brought against us by a third party alleging that your data, or your use of the
Services in breach of this Agreement, infringes or misappropriates the
intellectual property rights of a third party or violates applicable law
(a "Claim Against Us"), and shall indemnify us for any damages, attorney
fees and costs finally awarded against us as a result of, or for any amounts
paid by us under a court-approved settlement of, a Claim Against Us;
provided that we (a) promptly give you written notice of the Claim Against
Us; (b) give you sole control of the defense and settlement of the Claim
Against Us (provided that you may not settle any Claim Against Us unless the
settlement unconditionally releases us of all liability); and (c) provide to you
all reasonable assistance, at your expense.
This chapter 'Indemnification' states the indemnifying party's sole liability to,
and the indemnified party's exclusive remedy against, the other party for any
type of claim described in this chapter.
11. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT ATTENDED
BY HUMANS WILL HAVE NO LIABILITY WHATSOEVER, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF
LIABILITY, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR
LOSSES HAS BEEN NOTIFIED TO ATTENDED BY HUMANS, IN CONNECTION
WITH OR ARISING FROM YOUR USE OF ATTENDED BY HUMANS WEBSITES,
OR THE INTERNET COMMUNICATIONS SOFTWARE OR OTHER SOFTWARE
THAT IS PROVIDED . YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY
PROBLEMS OR DISSATISFACTION WITH SUCH SOFTWARE AND/OR
ATTENDED BY HUMANS WEBSITES IS TO IMMEDIATELY DEINSTALL SUCH
SOFTWARE AND CEASE USE OF SUCH SOFTWARE AND/OR ATTENDED BY
HUMANS WEBSITES.
Subject to the above, Attended by Humans shall not be liable to you,
whether in contract, tort (including negligence) or any other theory of
liability, and whether or not the possibility of such damages or losses has
been notified to Attended by Humans, for / any indirect, special, incidental or
consequential damages, any loss of income, business, actual or anticipated
profits, opportunity, goodwill or reputation (whether direct or indirect), any
damage to or corruption of data (whether direct or indirect), any claim,
damage or loss (whether direct or indirect ) arising from or relating to: your
inability to use the Software or Services, the limitations and restrictions set
out in this Agreement, any claim, damage or loss (whether direct or indirect)
arising from or relating to any product or service provided by a third party
under their own terms of service, any Third Party Technology, any third party
website.
Subject to the above, Our total liability to you under or in connection with
these Terms (whether in contract, tort (including negligence) or any other
theory of liability) SHALL NOT EXCEED IN AGGREGATE THE AMOUNT PAID BY
YOU FOR THE PRODUCTS IN THE 12 MONTH PERIOD IMMEDIATELY PRIOR
TO THE DATE OF THE EVENT GIVING RISE TO THE RELEVANT CLAIM,
SUBJECT TO A MAXIMUM OF SIX THOUSAND FIVE HUNDRED (6.500,00)
EUROS IN ALL CASES
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER
PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES
HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE
LAW.
Any proceedings to resolve or litigate any dispute in any forum will be
conducted solely on an individual basis. Neither you nor a Disputed Party will
seek to have any dispute heard as a class action, private attorney general
action, or in any other proceeding in which either party acts or proposes to
act in a representative capacity. No arbitration or proceeding will be
combined with another without the prior written consent of all parties to all
affected arbitrations or proceedings.
12. Law. This Agreement shall be construed and governed in accordance with the laws of Belgium regardless of its conflict of laws rules, and the competent courts of Brussels shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the Product. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
13. The Terms of this Agreement are subject to change and Attended by Humans reserves the right to change clauses. That implies that the Terms of one order may be different from the Terms of another order, placed at another time. We therefore strongly recommend to read these the terms before 'accepting' them at the time of placing an order; every time you place new order.
14. Miscellaneous. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. This Agreement represents the entire agreement concerning the Product between you and TELEPORTEL,and it supersedes any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches