Last
Updated: April 19, 2023
This
Agreement is between Callbird Inc. and the company or person accessing or
using the Product. This Agreement consists of: (1) the Order Form and (2) the
Key Terms, both of which are on the Cover Page below, and (3) the Cloud Service
Agreement (“Standard Terms”). Any modifications to the Standard Terms made in
the Cover Page will control over conflicts with the Standard Terms. Capitalized
words have the meanings or descriptions given in the Cover Page or the Standard
Terms.
If
you are accessing or using the Product on behalf of your company, you represent
that you are authorized to accept this Agreement on behalf of your company. By
signing up, accessing, or using the Product, Customer indicates its acceptance
of this Agreement and agrees to be bound by the terms and conditions of this
Agreement.
Cover Page
Order
Form
Cloud
Service:
Callbird uses live video streaming to help salespeople instantly connect
with website visitors, creating a more personal experience and empowering them
to convert leads on the spot.
Subscription
Start Date:
The Effective Date
Subscription
Period:
1 month(s)
Cloud
Service Fees:
Certain
parts of the Product have different pricing plans, which are available at Callbird’s
pricing page (https://callbird.com/pricing/). Within the Payment Period,
Customer will pay Callbird fees based on the Product tier selected at the time
of account creation and Customer’s usage per Subscription Period. Callbird may
update Product pricing by giving at least 30 days notice
to Customer (including by email or notification within the Product), and the
change will apply in the next Subscription Period.
Renewal: The subscription shall automatically renew each month after the Start
Date.
Cancelation:
The Customer may cancel the subscription at any
time, and the subscription will not automatically renew. The
customer will still have the right to use
Callbird for the remainder of their currently month’s subscription.
Key
Terms
Customer: The company or person
who accesses or uses the Product. If the person accepting this Agreement is
doing so on behalf of a company, all use of the word "Customer" in
the Agreement will mean that company.
Provider: Callbird Inc.
Effective
Date: The
date Customer first accepts this Agreement.
Covered
Claims:
Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by
Customer according to the terms of the Agreement, violates, misappropriates, or
otherwise infringes upon anyone else’s intellectual property or other
proprietary rights.
Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when
used according to the terms of the Agreement, violates, misappropriates, or otherwise
infringes upon anyone else’s intellectual property or other proprietary rights;
or (2) results from Customer’s breach or alleged breach of Section 2.1
(Restrictions on Customer).
General
Cap Amount:
The fees paid or payable by Customer to Callbird
in the 12 month period immediately before the claim
Governing
Law: The laws of the State of Delaware
Chosen
Courts:
The state or federal courts located in Delaware.
Notice
Address:
For
Callbird: legal@callbird.com
For
Customer:
The main email address on Customer's account
Changes
to the Standard Terms
Publicity
Rights:
Modifying Section 14.7 of the Standard Terms, Callbird may identify Customer
and use Customer’s logo and trademarks on Callbird’s website and in marketing
materials to identify Customer as a user of the Product. Customer hereby grants
Callbird a non-exclusive, royalty-free license to do so in connection with any
marketing, promotion, or advertising of Callbird or the Product during the
length of the Agreement.
1.1 Access
and Use. During the Subscription
Period and subject to the Use
Limitations, Customer may
(a) access and use the Cloud Service; and (b) copy and use the included
Software and Documentation only as needed to access and use the Cloud Service,
in each case, for its internal business purposes and only if Customer complies with the terms of
this Agreement.
1.3 Support.
During the Subscription Period, Callbird will provide Technical Support to Customers via
support@callbird.com.
1.4 User
Accounts. Customer is
responsible for all actions on Users’ accounts and for Users’ compliance with
this Agreement. Customer and
Users must protect the confidentiality of their passwords and login
credentials. Customer will
promptly notify Callbird if
it suspects or knows of any fraudulent activity with its accounts, passwords,
or credentials, or if they become compromised.
1.6 Feedback
and Usage Data. Customer may,
but is not required to, give Callbird Feedback,
in which case Customer gives
Feedback “AS IS”. Callbird may
use all Feedback freely without any restriction or obligation. In
addition, Callbird may
collect and analyze Usage Data, and Callbird may
freely use Usage Data to maintain, improve, and enhance Callbird’s products and services
without restriction or obligation. However, Callbird may only share Usage Data
with others if the Usage Data is aggregated and does not identify Customer or Users.
1.7 Customer
Content. Callbird may
copy, display, modify, and use Customer Content only as needed to provide and
maintain the Product and related offerings. Customer is responsible for the
accuracy and content of Customer Content.
2.1 Restrictions
on Customer.
a.
Except as expressly permitted by this Agreement, Customer will not (and will not
allow any anyone else to): (i) reverse engineer,
decompile, or attempt to discover any source code or underlying ideas or
algorithms of the Product (except to the extent Applicable Laws prohibit this
restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent,
or otherwise allow others to access or use the Product; (iii) remove any
proprietary notices or labels; (iv) copy, modify, or create derivative works of
the Product; (v) conduct security or vulnerability tests on, interfere with the
operation of, cause performance degradation of, or circumvent access
restrictions of the Product; (vi) access accounts, information, data, or
portions of the Product to which Customer does
not have explicit authorization; (vii) use the Product to develop a competing
service or product; (viii) use the Product with any High Risk Activities or
with activity prohibited by Applicable Laws; (ix) use the Product to obtain
unauthorized access to anyone else’s networks or equipment; or (x) upload,
submit, or otherwise make available to the Product any Customer Content to
which Customer and
Users do not have the proper rights.
b.
Customer’s use
of the Product must comply with all Documentation and the Acceptable Use Policy, if any.
2.2 Suspension. If Customer (a) has an outstanding,
undisputed balance on its account for more than 30 days after the Payment Period; (b) breaches Section 2.1
(Restrictions on Customer); or (c) uses the Product in violation of the
Agreement or in a way that materially and negatively impacts the Product or
others, then Callbird may
temporarily suspend Customer’s access
to the Product with or without notice. However, Callbird will try to inform Customer before suspending Customer’s account when
practical. Callbird will
reinstate Customer’s access
to the Product only if Customer resolves
the underlying issue.
4.1 Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Callbird. If the parties have a DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement.
4.2 Prohibited
Data. Customer will
not (and will not allow anyone else to) submit Prohibited Data to the Product.
5.1 Fees and Invoices. All fees are in U.S. Dollars and are exclusive of taxes. Fees are non-refundable. Callbird will send invoices for fees applicable to the Product once per Invoice Period in advance starting on the Subscription Start Date
5.2 Payment. Customer will automatically be
charged by Callbird the
fees and taxes for each month’s subscription in U.S. Dollars, based on their
preferences in the Billing section of the product.
5.3 Taxes. Customer is responsible for all
duties, taxes, and levies that apply to fees, including sales, use, VAT, GST,
or withholding, that Callbird itemizes
and includes in an invoice. However, Customer is
not responsible for Callbird’s income
taxes.
5.4 Payment
Dispute. If Customer has
a good-faith disagreement about the amounts charged on an invoice, Customer must notify Callbird about the dispute in 30
days of the disputed payment. The parties will work together to resolve the
dispute. If no resolution is agreed, each party may pursue any remedies
available under the Agreement or Applicable Laws.
6.1 Subscription
Period. Each Order Form will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew
for additional Subscription Periods unless
one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.
6.2 Agreement
Term. This Agreement will start on the Effective Date and continue for the longer
of one year or until all Subscription
Periods have ended.
6.3 Termination. Either
party may terminate this Agreement if the other party (a) fails to cure a
material breach of the Agreement within 30 days after receiving notice of the
breach; (b) materially breaches the Agreement in a manner that cannot be cured;
(c) dissolves or stops conducting business without a successor; (d) makes an
assignment for the benefit of creditors; or (e) becomes the debtor in
insolvency, receivership, or bankruptcy proceedings that continue for more than
60 days. In addition, either party may terminate an affected Order Form if a
Force Majeure Event prevents the Product from materially operating for 30 or
more consecutive days, and Callbird will
pay to Customer a
prorated refund of prepaid fees for the remainder of the Subscription Period. A party must notify the other
of its reason for termination.
6.4 Effect
of Termination. Termination of the Agreement will automatically
terminate all Order Forms. Upon expiration or termination:
a.
Customer will
no longer have any right to use the Product, Technical Support, or Professional Services.
b.
Upon Customer’s request, Callbird will delete Customer
Content within 60 days.
c.
Each Recipient will return or destroy Discloser’s Confidential
Information in its possession or control.
d.
Callbird will
submit a final invoice for all outstanding fees accrued before termination
and Customer will
pay the invoice according to Section 5 (Payment & Taxes).
6.5 Survival.
e.
The following sections will survive expiration or termination of
the Agreement: Section 1.6 (Feedback and Usage Data), Section 2.1 (Restrictions
on Customer), Section 5 (Payment & Taxes) for fees accrued or payable
before expiration or termination, Section 6.4 (Effect of Termination), Section
6.5 (Survival), Section 7 (Representations & Warranties), Section 8
(Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10
(Indemnification), Section 11 (Insurance) for the time period specified,
Section 12 (Confidentiality), Section 13 (Reservation of Rights), Section 14
(General Terms), Section 15 (Definitions), and the portions of a Cover Page
referenced by these sections.
f.
Each Recipient may retain Discloser’s Confidential Information
in accordance with its standard backup or record retention policies maintained
in the ordinary course of business or as required by Applicable Laws, in which
case Section 4 (Privacy & Security) and Section 12 (Confidentiality) will
continue to apply to retained Confidential Information.
g.
7.1 Mutual. Each
party represents and warrants to the other that: (a) it has the legal power and
authority to enter into this Agreement; (b) it is duly organized, validly
existing, and in good standing under the Applicable Laws of the jurisdiction of
its origin; (c) it will comply with all Applicable Laws in performing its obligations
or exercising its rights in this Agreement; and (d) it will comply with
the Additional Warranties.
7.2 From
Customer. Customer represents
and warrants that it, all Users, and anyone submitting Customer Content each
have and will continue to have all rights necessary to submit or make available
Customer Content to the Product and to allow the use of Customer Content as
described in the Agreement.
7.3 From
Provider. Callbird represents
and warrants to Customer that
(a) it will not materially reduce the general functionality of the Cloud
Service during a Subscription
Period; and (b) it will perform Professional
Services in a competent and professional manner.
7.4 Provider
Warranty Remedy. If Callbird breaches
a warranty in Section 7.3, Customer must
give Callbird notice
(with enough detail for Callbird to
understand or replicate the issue) within 45 days of discovering the issue.
Within 45 days of receiving sufficient details of the warranty issue, Callbird will attempt to restore the
general functionality of the Cloud Service or reperform the Professional Services. If Callbird cannot resolve the
issue, Customer may
terminate the affected Order Form and Callbird will
pay to Customer a
prorated refund of prepaid fees for the remainder of the Subscription Period. Callbird’s restoration and
reperformance obligations, and Customer’s termination
right, are Customer’s only
remedies if Callbird does
not meet the warranties in Section 7.3.
Callbird makes
no guarantees that the Product will always be safe, secure, or error-free, or
that it will function without disruptions, delays, or imperfections. The
warranties in Section 7.3 do not apply to any misuse or unauthorized
modification of the Product, nor to any product or service provided by anyone
other than Callbird. Except
for the warranties in Section 7, Callbird and Customer each disclaim all other warranties, whether
express or implied, including the implied warranties of merchantability,
fitness for a particular purpose, title, and non-infringement. These
disclaimers apply to the maximum extent permitted by Applicable Laws.
9.1 Liability
Caps. If
there are Increased
Claims, each party’s total cumulative liability for the Increased Claims arising
out of or relating to this Agreement will not be more than the Increased Cap Amount. Each
party’s total cumulative liability for all other claims arising out of or
relating to this Agreement will not be more than the General Cap Amount.
9.2 Damages
Waiver. Each
party’s liability for any claim or liability arising out of or relating to this
Agreement will be limited to the fullest extent permitted by Applicable Laws.
Under no circumstances will either party be liable to the other for lost
profits or revenues, or for consequential, special, indirect, exemplary,
punitive, or incidental damages relating to this Agreement, even if the party
is informed of the possibility of this type of damage in advance.
9.3 Exceptions. The
liability caps in Section 9.1 and the damages waiver in Section 9.2 do not
apply to any Unlimited Claims. The
damages waiver in Section 9.2 does not apply to any Increased Claims.
10.1 Protection
by Provider. Callbird will
indemnify, defend, and hold harmless Customer from
and against all Provider Covered Claims made
by someone other than Customer, Customer’s Affiliates, or Users, and
all out-of-pocket damages, awards, settlements, costs, and expenses, including
reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claim.
10.2 Protection
by Customer. Customer will
indemnify, defend, and hold harmless Callbird from
and against all Customer Covered Claims made
by someone other than Callbird or
its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and
expenses, including reasonable attorneys’ fees and other legal expenses, that
arise from the Customer Covered Claim.
10.3 Procedure. The
Indemnifying Party’s obligations in this section are contingent upon the
Protected Party: (a) promptly notifying the Indemnifying Party of each Covered
Claim for which it seeks protection; (b) providing reasonable assistance to the
Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the
Indemnifying Party sole control over the defense and settlement of each Covered
Claim. A Protected Party may participate in a Covered Claim for which it seeks
protection with its own attorneys only at its own expense. The Indemnifying
Party may not agree to any settlement of a Covered Claim that contains an
admission of fault or otherwise materially and adversely impacts the Protected
Party without the prior written consent of the Protected Party.
10.4 Changes
to Product. If required by settlement or court order, or if
deemed reasonably necessary in response to a Provider Covered Claim, Callbird may: (a) obtain the right
for Customer to
continue using the Product; (b) replace or modify the affected component of the
Product without materially reducing the general functionality of the Product;
or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form
and issue a pro-rated refund of prepaid fees for the remainder of the Subscription Period.
10.5 Exclusions.
a.
Callbird’s obligations
as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications
to the Product that were not authorized
by Callbird or
that were made in compliance with Customer’s instructions;
(ii) unauthorized use of the Product, including use in violation of this
Agreement; (iii) use of the Product in combination with items not provided
by Callbird; or (iv)
use of an old version of the Product where a newer release would avoid
the Provider Covered Claim.
b.
Customer’s obligations
as an Indemnifying Party will not apply to Customer Covered Claims that result from the
unauthorized use of the Customer Content, including use in violation of this
Agreement.
10.6 Exclusive
Remedy. This Section 10 (Indemnification), together with any
termination rights, describes each Protected Party’s exclusive remedy and each
Indemnifying Party’s entire liability for a Covered Claim.
12.1 Non-Use
and Non-Disclosure. Unless otherwise authorized in the
Agreement, Recipient will (a) only use Discloser’s Confidential Information to
fulfill its obligations or exercise its rights under this Agreement; and (b)
not disclose Discloser’s Confidential Information to anyone else. In addition,
Recipient will protect Discloser’s Confidential Information using at least the
same protections Recipient uses for its own similar information but no less
than a reasonable standard of care.
12.2 Exclusions. Confidential
Information does not include information that (a) Recipient knew without any
obligation of confidentiality before disclosure by Discloser; (b) is or becomes
publicly known and generally available through no fault of Recipient; (c)
Recipient receives under no obligation of confidentiality from someone else who
is authorized to make the disclosure; or (d) Recipient independently developed
without use of or reference to Discloser’s Confidential Information.
12.3 Required
Disclosures. Recipient may disclose Discloser’s Confidential
Information to the extent required by Applicable Laws if, unless prohibited by
Applicable Laws, Recipient provides the Disclosing Party reasonable advance
notice of the required disclosure and reasonably cooperates, at the Discloser’s
expense, with the Discloser’s efforts to obtain confidential treatment for the
Confidential Information.
12.4 Permitted
Disclosures. Recipient may disclose Discloser’s Confidential
Information to Users, employees, advisors, contractors, and representatives who
each have a need to know the Confidential Information, but only if the person
or entity is bound by confidentiality obligations at least as protective as
those in this Section 12 and Recipient remains responsible for everyone’s
compliance with the terms of this Section 12.
Except for the limited license to
copy and use Software and Documentation in Section 1.1 (Access and Use), Callbird retains all right, title,
and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights
in Section 1.7 (Customer Content), Customer retains
all right, title, and interest in and to the Customer Content.
14.1 Entire
Agreement. This Agreement is the only agreement between the
parties about its subject and this Agreement supersedes all prior or
contemporaneous statements (whether in writing or not) about its subject. Callbird expressly rejects any terms
included in Customer’s purchase
order or similar document, which may only be used for accounting or
administrative purposes.
14.2 Modifications,
Severability, and Waiver. Any waiver, modification, or change
to the Agreement must be in writing and signed or electronically accepted by
each party. However, Callbird may
update Technical Support,
the SLA,
the Security Policy, or
the Acceptable Use Policy by
giving Customer 30
days prior notice. During the 30-day notice period, Customer may terminate the Agreement
or affected Order Form upon notice if the update is a material reduction from
the prior version and Callbird cannot reasonably restore the prior version or a
comparable alternative. If any term of this Agreement is determined to be
invalid or unenforceable by a relevant court or governing body, the remaining
terms of this Agreement will remain in full force and effect. The failure of a
party to enforce a term or to exercise an option or right in this Agreement
will not constitute a waiver by that party of the term, option, or right.
14.3 Governing
Law and Chosen Courts. The Governing Law will govern all
interpretations and disputes about this Agreement, without regard to its
conflict of laws provisions. The parties will bring
any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably
submits to the exclusive jurisdiction of the Chosen Courts.
14.4 Injunctive
Relief. Despite Section 14.3 (Governing Law and Chosen Courts),
a breach of Section 12 (Confidentiality) or the violation of a party’s
intellectual property rights may cause irreparable harm for which monetary
damages cannot adequately compensate. As a result, upon the actual or
threatened breach of Section 12 (Confidentiality) or violation of a party’s
intellectual property rights, the non-breaching or non-violating party may seek
appropriate equitable relief, including an injunction, in any court of
competent jurisdiction without the need to post a bond and without limiting its
other rights or remedies.
14.5 Non-Exhaustive
Remedies. Except where the Agreement provides for an exclusive
remedy, seeking or exercising a remedy does not limit the other rights or
remedies available to a party.
14.6 Assignment. Neither
party may assign any rights or obligations under this Agreement without the
prior written consent of the other party. However, either party may assign this
Agreement upon notice if the assigning party undergoes a merger, change of
control, reorganization, or sale of all or substantially all its equity,
business, or assets to which this Agreement relates. Any attempted but
non-permitted assignment is void. This Agreement will be binding upon and inure
to the benefit of the parties and their permitted successors and assigns.
4.8 Notices. Any
notice, request, or approval about the Agreement must be in writing and sent to
the Notice Address. Notices
will be deemed given (a) upon confirmed delivery if by email, registered or
certified mail, or personal delivery; or (b) two days after mailing if by
overnight commercial delivery.
14.9 Independent
Contractors. The parties are independent contractors, not
agents, partners, or joint venturers. Neither party is authorized to bind the
other to any liability or obligation.
14.10 No
Third-Party Beneficiary. There are no third-party beneficiaries
of this Agreement.
14.11 Force
Majeure. Neither party will be liable for a delay or failure to
perform its obligations of this Agreement if caused by a Force Majeure Event.
However, this section does not excuse Customer’s obligations
to pay fees.
14.12 Export
Controls. Customer may
not remove or export from the United States or allow the export or re-export of
the Product or any related technology or materials in violation of any
restrictions, laws, or regulations of the United States Department of Commerce,
the United States Department of Treasury Office of Foreign Assets Control, or
any other United States or foreign agency or authority.
14.13 Government
Rights. The Cloud Service and Software are deemed “commercial
items” or “commercial computer software” according to FAR section 12.212 and
DFAR section 227.7202, and the Documentation is “commercial computer software
documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use,
modification, reproduction, release, performance, display, or disclosure of the
Product by the U.S. Government will be governed solely by the terms of this
Agreement and all other use is prohibited.
14.14 Anti-Bribery. Neither
party will take any action that would be a violation of any Applicable Laws
that prohibit the offering, giving, promising to offer or give, or receiving,
directly or indirectly, money or anything of value to any third party to
assist Callbird or Customer in retaining or obtaining
business. Examples of these kinds of laws include the U.S. Foreign Corrupt
Practices Act and the UK Bribery Act 2010.
14.15 Titles
and Interpretation. Section titles are for convenience and
reference only. All uses of “including” and similar phrases are non-exhaustive
and without limitation. The United Nations Convention for the International
Sale of Goods and the Uniform Computer Information Transaction Act do not apply
to this Agreement.
14.16 Signature. This
Agreement may be signed in counterparts, including by electronic copies or
acceptance mechanism. Each copy will be deemed an original and all copies, when
taken together, will be the same agreement.
15.1 “Affiliate” means
an entity that, directly or indirectly, controls, is under the control of, or
is under common control with a party, where control means having more than
fifty percent (50%) of the voting stock or other ownership interest.
15.2 “Agreement” means
these Standard Terms, together with the Cover Pages between Callbird and Customer that include or reference a
single set of Key Terms and the policies and documents referenced in or
attached to those Cover Pages.
15.3 “Applicable Data Protection
Laws” means
the Applicable Laws that govern how the Cloud Service may process or use an
individual’s personal information, personal data, personally identifiable
information, or other similar term.
15.4 “Applicable Laws” means
the laws, rules, regulations, court orders, and other binding requirements of a
relevant government authority that apply to or govern Callbird or Customer.
15.5 “Cloud
Service” means
the product described in an Order Form.
15.6 “Confidential Information” means
information in any form disclosed by or on behalf of a Discloser, including
before the Effective Date, to a
Recipient in connection with this Agreement that (a) the Discloser identifies
as “confidential”, “proprietary”, or the like; or (b) should be reasonably
understood as confidential or proprietary due to its nature and the
circumstances of its disclosure. Confidential Information includes the
existence of this Agreement and the information on each Cover Page. Customer’s Confidential Information
includes non-public Customer Content and Callbird’s Confidential
Information includes non-public information about the Product.
15.7 “Cover
Page” means
a document that is signed or electronically accepted by the parties that
incorporates these Standard Terms, identifies Provider and Customer, and may include an Order Form,
Key Terms, or both.
15.8 “Covered
Claim” means
either a Provider Covered Claim or Customer Covered Claim.
15.9 “Customer
Content” means
data, information, or materials submitted by or on behalf of Customer or Users to the Product,
but excludes Feedback.
15.10 “Discloser” means a
party to this Agreement when the party is providing or disclosing Confidential
Information to the other party.
15.11 “Documentation” means
the usage manuals and instructional materials for the Cloud Service or Software
that are made available by Callbird.
15.12 “Feedback” means
suggestions, feedback, or comments about the Product or related offerings.
15.13 “Force
Majeure Event” means
an unforeseen event outside a party’s reasonable control where the affected
party took reasonable measures to avoid or mitigate the impacts of the event.
Examples of these kinds of events include unpredicted natural disaster like a
major earthquake, war, pandemic, riot, act of terrorism, or public utility or
internet failure.
15.14 “GDPR” means
European Union Regulation 2016/679 as implemented by local law in the relevant
European Union member nation, and by section 3 of the United Kingdom’s European
Union (Withdrawal) Act of 2018 in the United Kingdom.
15.15 “High
Risk Activity” means
any situation where the use or failure of the Product could be reasonably
expected to lead to death, bodily injury, or environmental damage. Examples
include full or partial autonomous vehicle technology, medical life-support
technology, emergency response services, nuclear facilities operation, and air
traffic control.
15.16 “Indemnifying Party” means
a party to this Agreement when the party is providing protection for a
particular Covered Claim.
15.17 “Key
Terms” means
the portion of a Cover Page that includes the key legal details and definitions
for this Agreement that are not defined in the Standard Terms. The Key Terms
may include details about Covered Claims, set the Governing Law, or contain other details about
this Agreement.
15.18 “Order
Form” means
the portion of a Cover Page that includes the key business details and
definitions for this Agreement that are not defined in the Standard Terms. An
Order Form may include details about the level of access and use granted to the
Cloud Service, nature and timing of Professional
Services, extent of Technical
Support, or other details about the Product.
15.19 “Personal
Data” will
have the meaning(s) set forth in the Applicable Data Protection Laws for
personal information, personal data, personally identifiable information, or
other similar term.
15.20 “Product” means the
Cloud Service, Software, and Documentation.
15.21 “Prohibited Data” means
(a) patient, medical, or other protected health information regulated by the
Health Insurance Portability and Accountability Act; (b) credit, debit, bank
account, or other financial account numbers; (c) social security numbers,
driver’s license numbers, or other unique and private government ID numbers;
(d) special categories of data as defined in the GDPR; and (e) other similar
categories of sensitive information as set forth in the Applicable Data
Protection Laws.
15.22 “Protected Party” means
a party to this Agreement when the party is receiving the benefit of protection
for a particular Covered Claim.
15.23 “Recipient” means a
party to this Agreement when the party receives Confidential Information from
the other party.
15.24 “Software” means
the client-side software or applications made available by Callbird for Customer to install, download
(whether onto a machine or in a browser), or execute as part of the Product.
15.25 “Usage
Data” means
data and information about the provision, use, and performance of the Product
and related offerings based on Customer’s or
User’s use of the Product.
15.26 “User” means any
individual who uses the Product on Customer’s behalf
or through Customer’s account.