TELECALLIPBX TERMS AND CONDITIONS

TELECALL IPBX PLATFORM SERVICES

By using or uploading any information, data or other input (your “Content‘) to the TELECALL IPBX app (“Service“) a service of Telecom Telecommunications Corp (“TELECALL”), you (“you”, “your” or “User”) are agreeing to be bound by the following terms and conditions (“Terms of Service“). IF YOU DO NOT AGREE TO THIS TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE SERVICE. This is an TERMS OF SERVICE for Services, and Customer is not granted a license to any software by this TERMS OF SERVICE. Registration allows you to create a user account in which you will be able to create, customize, manage, and administer applications through Internet access to TELECALL’s proprietary software and architecture, including the TELECALL Catalog, Application Building tools, and Application Framework (“TELECALL Platform”). TELECALL reserves the right to refuse registration of, or cancel, accounts it deems inappropriate. TELECALL may make changes to the TERMS OF SERVICE, and continued use of the Service constitutes Customer’s acceptance of any such changes. In addition, Customer and TELECALL shall be subject to any posted guidelines or rules applicable to such Services that may be posted at any time. RESPONSIBILITIES AND RIGHTS You are responsible for all activity occurring under your Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of TELECALL IPBX, including those related to data privacy, international communications and the transmission of technical or personal data. You must:
• report to TELECALL immediately of any unauthorized use of any account or any other known or suspected breach of security by you or any member of your Team
• report to TELECALL immediately and use reasonable efforts to stop immediately any copying or distribution of the TELECALL Platform that is known or suspected by you or any member of your Team
• not impersonate another TELECALL IPBX user or provide false identity information to gain access to or use the TELECALL Platform. TELECALL has the rights to use the name and the logo of the TELECALL within any media support or for marketing purposes during the term of this TERMS OF SERVICE. IF, AT THE END OF YOUR SUBSCRIPTION, you elect to discontinue services, then the data that you store in Applications when using the TELECALL Platform per the terms of this TERMS OF SERVICE will be considered your personal property and fully transferable to you upon written request to TELECALL. RESTRICTIONS ON USE
Your license to use TELECALL IPBX to create Applications is limited to you and your Team to use only and cannot be shared with or used by any Third Party with the exception of platform features that enable you to communicate with the Third Party. You agree NOT to: • modify or make derivative works based upon the TELECALL Platform;
• disassemble, reverse engineer, analyze, decompile, modify, convert or translate the TELECALL Platform or apply any procedure or process to the TELECALL Platform in order to build a competitive product or service build a product using similar ideas, features, functions or graphics of the TELECALL Platform, or copy any ideas, features, functions or graphics of the TELECALL Platform;
• license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any Third Party the TELECALL Platform and/or User Account in any way;
• link to the TELECALL Platform or Applications via the Internet, displaying any content on any other server or wireless or Internet-based device, without properly citing TELECALL as the owner or expressed written consent from TELECALL;
• collect or harvest any personally identifiable information, including account names, from TELECALL.
AS PARTY TO THIS TERMS OF SERVICE, You agree NOT to use the TELECALL Platform to engage in:
• sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violate Third Party privacy rights;
• sending or storing material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
• interfering with or disrupt the integrity or performance of the TELECALL Platform or the data contained therein;
• attempting to gain unauthorized access to the TELECALL Platform or its related systems or networks.
OWNERSHIP
While this TERMS OF SERVICE and the specified license(s) are in effect and it does not convey any rights of ownership in or to the TELECALL Platform. All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the TELECALL Platform will remain the sole property of TELECALL. Any services provided to you under this TERMS OF SERVICE related to the testing of the TELECALL Platform, including methods, processes, notes, designs, code, documentation, memoranda will belong to TELECALL. Any intellectual property and information, such as data, feedback, advice, information, designs that you give to TELECALL during the Term of this TERMS OF SERVICE will belong to TELECALL and you will receive no compensation for such information.
TELECALL ACCESS TO APPLICATIONS
During the Term of this TERMS OF SERVICE, in the event that TELECALL discovers that an Application and/or Account is impeding services on the TELECALL Platform in any way or the server that the TELECALL Platform is hosted on, you hereby grant TELECALL access by proxy login to an Application or Account so TELECALL may investigate Applications and/or Accounts and the problems that it may be causing. During this investigation, services to said Applications and/or Accounts may not be accessible.
WARRANTY DISCLAIMER
TELECALL make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the TELECALL Platform or any content or online documentation. The TELECALL Platform is provided to you on an “AS IS – WHEREAS” basis. By accepting this license, you agree that you understand that the TELECALL Platform may not operate according to the specifications at all times. TELECALL DOES NOT represent or warrant that:
• the use of the TELECALL Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
• the TELECALL Platform will meet your requirements or expectations or result in revenues or profits;
• any stored data will be accurate or reliable;
• the quality of any products, services, information, or other material purchased or obtained by you through the TELECALL Platform will meet your requirements or expectations;
• the TELECALL Platform will remain consistent during any given period as TELECALL reserves the right to make changes to improve service or add and remove product features at any time;
• errors or defects will be corrected, or;
• the TELECALL Platform or the server(s) and software components that make the TELECALL Platform available are free of viruses or other harmful components.
• any applications authored on the TELECALL platform and made available to through the catalog has the warranty disclaimer as sections (a) through (g) above. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by TELECALL.
LIMITATIONS ON LIABILITY
You expressly understand and agree that TELECALL, its officers, directors, employees, affiliates and service providers, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if TELECALLs has been advised of the possibility of such damages), resulting from:
• the use or the inability to use the TELECALL service;
• the cost of procurement of substitute goods and service resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the TELECALL Platform;
• unauthorized access to or alteration of your transmissions or data;
• statements or conduct of any third party on the TELECALL Platform or; any other matter relating to the TELECALL Platform. You also agree that TELECALL will not be liable for any interruption of business access delays or access interruptions to this site or the web site(s)
• data non-delivery, mis-delivery, corruption, destruction or other modification
• unauthorized access to data entered in, or breach of any security mechanisms utilized in, the TELECALL Platform or in any restricted field therein; or
• events beyond the reasonable control or TELECALL. TELECALL’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. TELECALL is not responsible for any delays, delivery failures, or other damage resulting from such problems.
TERMINATION OF SERVICES
TELECALL reserves the right to terminate your TELECALL Account for any reason at any time. TELECALL shall have no liability to Customer or any third party because of such termination. You may terminate your account at any time. Upon termination, Customer can request a data export be made available for download. If the invoice is not paid on time, TELECALL will notify the Customer and ask for a resolution. In case the invoice is not paid within 10 Business Days from the notification and no other TERMS OF SERVICE has been reached, TELECALL will remove the CUSTOMER configuration from the TELECALL portal.
GOVERNING LAW
This TERMS OF SERVICE will be governed by and construed in accordance with the laws of Brazil without regard to any contrary conflicts of law principles. All legal actions arising under this TERMS OF SERVICE will be initiated and maintained in the state or federal courts in Rio de Janeiro, Brazil. Both parties hereby irrevocably consent to such jurisdiction and venue.
ATTORNEYS’ FEES AND COSTS
The prevailing party in any legal action or arbitration relating to this TERMS OF SERVICE will be entitled to recover its attorneys’ fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding.
ARBITRATION
The parties hereto irrevocably agree that any and all controversies, directly or indirectly related to this TERMS OF SERVICE, will be submitted to final and binding arbitration before an arbitrator in Rio de Janeiro, Brazil.
SEVERABILITY
In the event that any provision of this TERMS OF SERVICE is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this TERMS OF SERVICE will remain in full force and effect.
AMENDMENTS
This TERMS OF SERVICE constitutes the complete TERMS OF SERVICE between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this TERMS OF SERVICE will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. No agency, partnership, joint venture, or employment is created as a result of this TERMS OF SERVICE, and Customer does not have any authority or any kind to bind TELECALL in any respect whatsoever.
WAIVER
The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
STATUTE OF LIMITATIONS
Any claim, demand or cause of action relating to this TERMS OF SERVICE will be deemed barred and forever waived if legal action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years after the aggrieved party first acquires actual notice of such claim, demand or cause of action.
PRICING
TELECALL reserves the right to modify its prices and we will notify you by email when this occurs.
PAYMENT FLOWS
TELECALL app will be made Live immediately after the setup fee is paid and Paypal Billing TERMS OF SERVICE is concluded. The subsequent regular payments are charged automatically at the end of every billing period, based on this Billing TERMS OF SERVICE. The billing period is 30 calendar days. In case Customer cancels the service, a bill is prepared for the amount proportional to the time the service was used in the current period, rounded to whole days up. This amount is charged based on the Billing TERMS OF SERVICE as the final payment, then the Billing TERMS OF SERVICE is canceled and all billing is stopped. In case Customer changes settings of the service in a way, which requires additional payments (e.g. enables new features for the app), amount proportional to the time the old configuration was used in the current period, rounded to whole days up, will be charged and a new period is started with the new configuration. This is equivalent to canceling the old service and starting a new service immediately afterwards, with setup fees being charged only for features not present in the old service configuration.
AUTHORIZATION OF THIS TERMS OF SERVICE
Each party represents to the other that it: has the legal power and authority to enter into this TERMS OF SERVICE; and has not previously entered into any TERMS OF SERVICE or understanding which conflicts with any rights or obligations set forth in this TERMS OF SERVICE. TELECALL will have the right to assign this TERMS OF SERVICE to an affiliate of TELECALL at any time without notice. These terms and conditions are the entire TERMS OF SERVICE between you and TELECALL regarding the use of TELECALL. No other communication, whether written or oral, will be deemed to supplement or supersede these terms and conditions unless made in writing and signed by both you and TELECALL.