BY EXECUTING OR ACKNOWLEDGING RECEIPT OF THESE STANDARD TERMS, CLICKING “ACCEPT” OR “AGREE” (OR SIMILAR LANGUAGE) TO THE STANDARD TERMS WHEN MADE AVAILABLE TO YOU, OR ACCESSING AND USING THE CALLPLEASE PLATFORM, YOU AGREE TO BE BOUND BY THESE STANDARD TERMS AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE STANDARD TERMS ON BEHALF OF YOUR COMPANY OR OTHER ORGANIZATION RECEIVING THE CALLPLEASE PLATFORM. IF YOU DO NOT AGREE TO THESE STANDARD TERMS, DO NOT ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE CALLPLEASE PLATFORM. 

These Standard Terms govern your access to and use of Services. These Standard Terms are by and between CallPlease, Inc. ("CallPlease"), and your organization or other legal entity (“you" or “your”) on whose behalf you are entering these Standard Terms. Capitalized terms not otherwise defined herein are described in Section 15 “Definitions”.

1. Right to Access and Use of the Platform. Subject to and conditioned on your payment of applicable fees and compliance with these Standard Terms and the applicable Order, CallPlease hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the CallPlease Platform for your internal business purposes. All rights not expressly granted to you are reserved by CallPlease. 

2. Usage Restrictions. In addition to any other limitations set forth in these Standard Terms and any Order, you agree not to (i) copy, download, modify or translate any software and/or database hosted as part of the Platform in any manner not authorized by these Standard Terms; (ii) reverse engineer, decompile, or disassemble any software and/or database hosted as part of the Platform, or otherwise attempt to discover the underlying source code of the Platform; (iii) tamper with, bypass or alter the security features of the Platform or any of the hosted infrastructure, (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Platform or any features or functionality of the Platform to any person or entity other than your Authorized Users; (v) use the Platform in violation of any applicable law, regulation, or rule; and (vi) use the Platform or its contents for purposes of competitive analysis or the development of a competing product or service. You agree to promptly notify CallPlease if you become aware of, or suspect any unauthorized, access, or use of the Platform.   

3. Obligations; Data.

3.1Your Obligations. Only Authorized Users may use the Platform, and solely for your internal business purposes. All use of the Platform by your Authorized Users must comply with these Standard Terms. Your Authorized Users will be granted access to the Platform through individual Access Credentials. You will ensure that Access Credentials are not shared. You shall promptly notify CallPlease if any Authorized User’s username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials. You are solely responsible for any and all activity that occurs in connection with your Access Credentials or your Authorized Users’ Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Platform. 

3.2 Your Data. You acknowledge and agree that CallPlease may use Your Data to the extent necessary to provide the Platform to you and as otherwise set forth in these Standard Terms. By submitting or transmitting Your Data to the Platform, you represent and warrant that you are the owner of, and/or have all necessary right and permissions to Your Data to permit CallPlease to use the same in accordance with these Standard Terms without violating the rights of any third party. You agree not to, and shall ensure that no Authorized User provide, as part of the Your Data or otherwise, any Protected Information. You acknowledge and agree that the Services are not designed or intended to process or manage Protected Information. 

4. Ancillary Services.

4.1 Professional Services. CallPlease may agree to provide you with the Professional Services set forth in an Order, subject to these Standard Terms. You agree that you may not publish any Deliverable or to provide any Deliverable to any third party other than your employees, contractors, and advisors, except as specifically permitted in an Order.

4.2 Free Services. CallPlease may make Services available to you specifying that the Services are provided free of charge, on a trial basis, and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of these Standard Terms, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Standard Terms, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) CallPlease may terminate the use of a Free Services at any time, unless otherwise specified in writing, and CallPlease will not be liable for such termination; and (iv) data, information, and content submitted to Free Services may be permanently lost, and CallPlease will not be liable for such loss.

4.3 Additional Terms.  Additional terms and conditions (the “Additional Terms”) may apply to specific products, services or features made available by CallPlease on or through the Services. Additional Terms (as applicable) are hereby incorporated by this reference into these Standard Terms. In the event of a conflict between any Additional Terms and these Standard Terms, the Additional Terms shall prevail.

5. Fees; Payment; Taxes. 

5.1 Fees; Payment.  Fees for the Services are payable as set forth in the applicable Order (“Fees”). Unless otherwise agreed in an Order, CallPlease will charge you fees for the subscription-based Services in advance of providing the Services. CallPlease will charge you for Professional Services, if any, on a time and materials basis monthly in arrears unless otherwise set forth in the applicable Order. To the extent the subscription-based Services or any portion thereof is made available for any fee, you will be required to select a payment plan in your Order and provide CallPlease information regarding your credit card or other payment instrument. If your Services are priced based on volume, you will be solely responsible for selecting a subscription package based upon your anticipated needs, and any ancillary features you wish to obtain. Certain Services pricing may include additional charges for any volume that exceeds a maximum established between the parties, in which event you shall be charged for such additional volume. CallPlease shall not be liable for any inaccurate forecasting or Services package selection made by you. You represent and warrant to CallPlease that your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay CallPlease the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Standard Terms. You hereby authorize CallPlease to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) and these Standard Terms, and you further agree to pay any charges so incurred. If you dispute any charges, you must provide written notice to CallPlease within fourteen (14) days after the date that CallPlease charges you. In the event your Order permits a payment method that is not automatic, you agree that payments are due within thirty (30) days of receipt of the applicable invoice. CallPlease may suspend the Services or terminate these Standard Terms for non-payment by you as set forth in Section 7.3. You will pay a late fee equal to one-and-one-half percent (1.5%) per month or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by CallPlease for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees, and court costs.

 

5.2 Recurring Subscriptions; Price Changes. Unless otherwise agreed in an Order From, all subscription-based Services automatically renew according to the then-current subscription plan unless you provide written notice of termination at least thirty (30) days prior to your renewal date to CallPlease by emailing support@callplease.com. You authorize CallPlease to maintain your account information and charge that account automatically upon the renewal of the Services you choose with no further action required by you. CallPlease reserves the right to change pricing for the Services upon renewal. If you disagree with the change in price for the Services, then you may terminate such Services by providing CallPlease written notice prior to the change in price becoming effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. In the event that CallPlease is unable to charge your account as authorized by you when you enrolled in the Services, or your payment is not received by the payment due date, CallPlease, may, in its sole discretion: (i) bill you for the Services and suspend your access to the Services until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. 

 

5.3 Taxes and Other Charges. All amounts payable by you are exclusive of applicable taxes, tariffs, and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify CallPlease from any liability thereon, provided that, in no event shall you be responsible for any state or federal income taxes imposed on CallPlease’s income. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing CallPlease with legally sufficient tax exemption certificates for each taxing jurisdiction.

6. Term & Termination; Suspension. 

6.1 Term. The initial term will begin on the effective date of your Order and shall continue for the duration listed in the Order (the “Initial Term”), and thereafter shall automatically renew for the same time period as your prior Order unless either party provides written notice of its intention not to renew to the other party at least thirty (30) days prior to expiration of the then-current term (each a “Renewal Term,” and collectively together with the Initial Term, the “Term”). If the length of the Initial Term is not listed in the Order, it will be one (1) year from the effective date of the Order.

6.2 Termination for Breach. Either you or CallPlease may terminate an Order or these Standard Terms, effective on written notice to the other party, if the other party materially breaches an Order or these Standard Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

6.3 Termination or Suspension by CallPlease. CallPlease may, at its option, terminate these Standard Terms for cause or suspend access to the Platform or suspend Professional Services if: (i) CallPlease reasonably believes that the Platform is being used in violation of law or the terms of these Standard Terms; (ii) your use of the Platform interferes with the normal operations of the Platform or other customers’ use of the same; (iii) there is an attack on the Platform or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which CallPlease reasonably believes suspension of the Platform is necessary to protect the CallPlease network or CallPlease’s other customers; (iv) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of CallPlease’s written notice; (v) you breach any obligation relating to CallPlease’s (or its suppliers’) intellectual property rights; or (vi) you become bankrupt, insolvent, have a receiver appointed for any portion of your business, liquidate, cease to do business, or make a general assignment for the benefit of creditors. CallPlease will provide you with advance notice of pending suspension or termination unless CallPlease determines, in CallPlease's reasonable commercial judgment, that an immediate suspension is necessary to protect CallPlease, its customers, or others.

6.4 Effect of Termination. Upon termination of these Standard Terms: (i) you will cease using the Services; and (ii) each party shall return or destroy all Confidential Information in accordance with Section 7. Termination of these Standard Terms will not relieve a party from any accrued payment obligations.

7. Confidentiality. Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Standard Terms. Recipient will not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. The obligations set forth in this Section 7 shall survive until three (3) years from the termination or expiration of these Standard Terms except with regard to trade secret information which shall be protected for the statutory period. Except as otherwise set forth in these Standard Terms each party shall use commercially reasonable efforts to return and/or destroy all Confidential Information in accordance with this Section 7, provided that Confidential Information may continue to exist elsewhere on CallPlease’s systems where (i) immediate deletion is not possible due to technical limitations (i.e. backup systems); or (ii) where immediate deletion would restrict our ability to investigate violations of these Standard Terms or illegal activity, comply with applicable law or a request by a law enforcement or judicial authority. Any such retained Confidential Information will remain subject to this Section 7.

8. Intellectual Property Rights. The Platform is owned by CallPlease (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, CallPlease retains all right, title and interest in and to the Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the Services. Nothing herein shall operate to transfer or convey to you any rights in any Services and/or software hosted as part of the Platform. Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide CallPlease with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the Services (“Feedback”), you acknowledge and agree that CallPlease will be the owner of all such Feedback and may use and incorporate the Feedback into the Services without compensation or attribution to you. CallPlease may monitor your use of the Platform and collect and compile Usage Data. As between CallPlease and you, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by CallPlease. You acknowledge that CallPlease may compile Usage Data based on Your Data input into the Platform. You agree that CallPlease may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data does not identify you or your Confidential Information. The Services include certain artificial intelligence tools (collectively referred to as “AI Services”). You agree that we may use and store Your Data processed by the AI Service to provide, maintain, develop, and improve our AI Services. Your Data will not be used to train any third-party large language model (“LLM”).

9. Representations and Warranties; Disclaimers; Reliance on Information. 

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALLPLEASE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. CALLPLEASE DOES NOT REPRESENT THAT THE SERVICES WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. CALLPLEASE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR OR YOUR AUTHORIZED USERS’ REQUIREMENTS OR EXPECTATIONS, OR (II) THAT YOU OR YOUR AUTHORIZED USERS WILL OBTAIN ANY SPECIFIC RESULTS OR PERFORMANCE.

9.2 The Services may include content provided by third parties, including materials or data provided by other users, and third-party licensors. CallPlease is not responsible, or liable to you or any third party, for the content or accuracy of any such content or results. CallPlease does not warrant the accuracy, completeness, or usefulness of information provided by third parties. Any reliance you place on such information is strictly at your own risk.

9.3 While we strive to provide accurate and reliable AI Services, you acknowledge and understand that AI technology may not be error-free. The accuracy and reliability of the AI Services may vary based on factors such as input, user interactions, and system limitations. Output generated with AI Services can reflect biases and may include “AI hallucinations”, logic errors, and inaccuracies depending upon the data inputs and prompts. Therefore, we make no guarantees regarding the reliability, accuracy, completeness, or applicability of the output. You and your authorized users are responsible for verifying the accuracy of AI-generated output and recommendations before relying on them for any purpose, and for all decisions made, advice given, actions taken, and failures to take action based on the use of AI Services. You are responsible for ensuring that your input and output do not violate any applicable law or Standard Terms. Output should be evaluated and validated for accuracy, completeness, and appropriateness for your use case, including by employing human review of such output. You should report any inaccuracies or errors encountered while using the AI Services to us using the contact details specified below. Additionally, you should not mislead any person that AI-generated output and recommendations were solely human-generated.

10. LIMITED LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST CONTENT, RELATING TO THE SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE SERVICES OR SUPPORT THEREFOR, WHETHER OR NOT DUE TO A PARTY’S NEGLIGENCE. CALLPLEASE’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THESE STANDARD TERMS OR RELATED TO THE SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.Indemnification.

11.1 By CallPlease. CallPlease will indemnify, defend and hold you and your Authorized Users harmless against any losses, damages, expenses or liabilities arising from claims that your use of the Services infringes or misappropriates the intellectual property rights of a third party; provided that, CallPlease shall not be required to indemnify you to the extent that the claim was caused by Your Data, your use of the Services in violation of these Standard Terms, or due to your unauthorized modifications or combinations of the Services with and into other technologies or services without CallPlease’s written consent. If CallPlease is obligated to indemnify you under this Section 11 or if it reasonably believes it may have liability under this Section 11, CallPlease may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the Services on a non-infringing basis; or (ii) modify the Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, CallPlease may discontinue the provisioning of the Services; provided that, it will issue you a pro rata refund or credit for the unused portion of any prepaid fees for the Services. 

11.2 By You. You will indemnify, defend and hold CallPlease harmless against any losses, damages, expenses or liabilities arising from your or your Authorized User’s use of the Services, including without limitation the violation of these Standard Terms, or any misappropriation or infringement of intellectual property rights or other claims arising from Your Data.

11.3 Process. A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 11; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party’s expense.

 12. Third Party Products. CallPlease may from time to time make Third-Party Products available to you. For purposes of these Standard Terms, such Third-Party Products are subject to their own terms and conditions and flow through provisions, as applicable. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products. Third Party Products are not Services and, as between the parties, CallPlease has no liability with respect to your procurement or use of Third-Party Products.

13. Export Regulation. You agree to abide by and to conform to any and all export regulations in force during these Standard Terms that are applicable to you or the Platform, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Platform. The Platform and the underlying information and technology may not be accessed, downloaded, or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

14. Miscellaneous. 

14.1 Notice. Except as otherwise provided herein, notices under these Standard Terms by you to CallPlease will be deemed to be sufficiently given, effective on the date received, when delivered personally or by overnight express, or nationally recognized courier services, or three (3) business days after mailing when sent by certified or registered mail, postage prepaid. You consent to receive from CallPlease all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically to the email address you provided to CallPlease.

14.2 Entire Agreement. The Order together with these Standard Terms and any other terms and conditions incorporated into these Standard Terms by reference constitutes the complete agreement between CallPlease and you regarding the Services and supersedes all previous communications between the parties relating to the subject matter herein. 

14.3 Assignment. You may not assign these Standard Terms or the rights granted hereunder without CallPlease’s prior written consent, and any such assignment without consent is void.

14.4 Governing Law; Jurisdiction. These Standard Terms shall be governed by the laws of the State of Ohio without reference to its conflicts of law principles or your state or country of residence. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Cuyahoga County, State of Ohio, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree that any claim arising out of or related to these Standard Terms must be brought within one (1) year after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Standard Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

14.5 Equitable Relief. Each party acknowledges that a breach by a party of Section 7 (Confidentiality) or Section 8 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Standard Terms to the contrary.

14.6 General Terms. Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by causes beyond its reasonable control. If any part of these Standard Terms is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Standard Terms will remain in full force and effect. CallPlease’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights. The waiver by a party of any breach of any provision of these Standard Terms will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors. Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. The captions used in these Standard Terms are for convenience only and are not binding.

14.7 Promotional Activities. If you are signing on behalf of an entity, you agree that CallPlease may use your name and logo to identify you as a customer of CallPlease on our website, and as a part of a general list of our customers for use in our corporate, promotional, and marketing materials. You agree that we may issue a press release identifying you as a customer and describe the nature of the services to be provided. The content of any press release using your name will be subject to your prior approval, which will not be unreasonably withheld. CallPlease’s use of your name and logo does not create any ownership right therein and all rights not granted to CallPlease are reserved by you.

15. Definitions.  Terms not otherwise defined herein shall have the following meanings:

“Access Credentials” means the user identification name and password and/or other access keys or controls for the Platform.

“Authorized Recipients” are a party’s and its affiliates’ officers, employees, agents and consultants who require access to the Confidential Information for the purpose set forth in these Standard Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.

“Authorized Users” means individuals authorized by you to use the Platform solely on your behalf, which may include, employees, contractors, and/or investors, but no other third parties without CallPlease’s prior written consent. 

“Confidential Information” means any proprietary information, software, personal information, data or know-how of the Discloser that is disclosed under these Standard Terms which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. For clarity, the Platform and Documentation shall be CallPlease’s Confidential Information and Your Data shall be your Confidential Information. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Standard Terms by Recipient; (iii) has rightfully been received by Recipient  from a third party without any breach of these Standard Terms; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order.

“Documentation” means user manuals, online help files, technical manuals, and other materials published by CallPlease which describe the Platform and its uses, features, specifications, and/or technical requirements.

“Order” means the order form or other ordering document pursuant to which you subscribe to or purchase the Services. The Order will include a description of the specific services purchased, the associated cost, quantity, and other similar terms.

“Platform” means the CallPlease software-as-a-service platform provided to you pursuant to an Order and these Standard Terms, which provides tools to streamline call logs and messages.

“Professional Services” means implementation, configuration, integration, training, advisory, engineering, and other professional services related to the Platform that are specified in an Order or statement of work.

“Protected Information” means sensitive information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling of that type of information, including but not limited to information protected under the Health Insurance Portability and Accountability Act and/or the Payment Card Industry Data Security Standard.

“Services” means access to the Platform and the Professional Services provided by CallPlease. 

“Term” means the period of authorized access and use of the Platform as set forth in an Order.

Third-Party Products” means any products provided by third parties, such as open-source software or other software, that may be used with or incorporated into the Platform.

“Usage Data” means data and information related to Customer’s use of the Services that is used by CallPlease in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform, improving the Services, and developing other products and technologies.

“Your Data” means any data, content, or other information transmitted to the Platform or CallPlease by or on behalf of you and/or your Authorized Users.