Terms of Use

 
 

Welcome to the Touchtone Corporation web sites. Please read our Terms of Use along with our Privacy Policy carefully which govern your use of all of our Services as defined in the agreements.

 

Master Terms

 

  1. AGREEMENTS
  2. TERMINOLOGY DEFINED
  3. USE OF SERVICES
  4. CUSTOMER DATA
  5. FEES
  6. TERM AND TERMINATION
  7. INTELLECTUAL PROPERTY
  8. CONFIDENTIALITY
  9. PUBLICITY
  10. INDEMNIFICATION
  11. DISCLAIMERS; LIMITATION OF LIABILITY
  12. MISCELLANEOUS

 

1.  AGREEMENTS

The Terms of Use and Privacy Policies, as stated below, establish an agreement between Touchtone Corporation (“us”, “we”, “our”, “Company”, “Touchtone” or “TOUCHTONE” ) and you (“customer”, “you”, “your, “users”) including all or any services, applications, mobile applications and software made available by Touchtone.

 

You are bound to, and agree to these Terms of Uses and Privacy Policies by using our services. By agreeing to these Terms of Uses and Privacy Policies you are agreeing to resolve any dispute between you and Touchtone through binding arbitration.

 


2. TERMINOLOGY DEFINED

Agreement - Binding Terms of Use and Privacy Policies by using our services.

Billing Period - Period of time you agree to prepay fees for your subscription. There

are no refunds issued for unused time on the term of your subscription.

 

Consulting Services - Professional services provided to you by us, such as training, installation, integration, customization and consulting services. Some of these consulting services will be billed separately from the subscription service as they are not part of the original agreement.

 

Customer Data - Data, files, information and content that you provide or create using our service.

 

Data Processing Addendum (DPA) - This refers to the Touchtone DPA as mentioned in our Privacy Policy. It explains how we process your data and includes the EU Standard Contractual Clauses.

 

Free Trial - a short trial period of free access to try out our service.

 

Organization - Entities and or legal persons that are making agreements for our services.

 

Our Content - Data and content that we provide or create which are incorporated into the  service.

 

Personal Information - Individual information which is within Customer Data that is protected similarly to the privacy policy.

 

Privacy Policy - Our policy regarding the collection and use of your information.

 

Protected Health Information (PHI) - (i) “protected health information” as defined in 45 CFR § 160.103, and (ii) any other patient or health information protected by the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996, as it may be amended from time to time, including the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the “HITECH ACT”).

 

Services - Refers to Touchtone’s Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform.

 

Subscription Fee - The amount you pay for our subscription services, either monthly or annually, including applicable taxes and fees.

 

Subscription Services - All of our web-based applications, tools and platforms that you have subscribed to that we make available to you, and are developed, operated, and maintained by us, accessible through wintouch.net or another designated URL that we provide to you.

 

Subscription Term - The term of your subscription to the applicable Subscription Service, as specified by you either monthly or annually, and each subsequent renewal term (if any).

 

Transfer - Customer may not transfer or assign this Agreement, in whole or in part, by operation of law or otherwise, or its rights or obligations hereunder without Touchtone’s express prior written consent. Any attempt to transfer or assign this Agreement, without such consent, will be null and void. This Agreement will bind and insure to the benefit of each party's permitted successors and assigns.

 

Unforeseeable Circumstances - Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.

 

Users - Your employees, authorized users, and affiliates who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

 

Your Materials - All materials / information that you generate, provide or post, upload, input or submit for public display on our Site through the Subscription Service.

 

3. USE OF SERVICES

3.1 Access: During the Subscription Term, we will provide you access to use the Subscription Service as described in the Agreement. Your Affiliates may access and use the Subscription Service or receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates' compliance with the Agreement.

 

3.2 Upgrades or Downgrades: You may be entitled to upgrade or downgrade your subscription. Downgrading of the current subscription term may cause the loss of some features and functionality of the Account.

 

3.3 Limits: The limits that apply to you will be specified in the Agreement and for our Free Subscriptions, these limits may also be designated only from within the product itself.

 

You must be 18 years of age or older to use the Subscription Service.

 

3.4 Modifications: We may modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.

 

3.5 Prohibited and Unauthorized Use: You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

 

You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account.

 

3.6 No Sensitive Information: YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

 

3.7 Customer Responsibilities: To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed.Customer shall: (a) use the Services in accordance with this Agreement and all Documentation; (b) be responsible for its Users’ compliance with this Agreement; (c) use commercially reasonable efforts to prevent unauthorized use or access to the Services, any account or password, or any copying of the Product, and notify Touchtone immediately of any such unauthorized use, access or copying; and (d) be solely responsible for: (i) the accuracy and legality of Customer Data, the means by which it acquires and uses such Customer Data, including compliance with any regulations and laws applicable to the Customer Data (including, without limitation, privacy and data protection), and has obtained all rights in the Customer Data necessary to permit Touchtone’s compliance with its obligations under this Agreement and (ii) any acquisition, implementation, support or maintenance of third-party products or services purchased by Customer that may interoperate with the Services.

 

3.8 Free Trial: If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the end of the free trial period. Customer may use the Services offered for a free trial without any obligation to purchase a Subscription Service. At any time during the trial and thereafter, you may purchase a Subscription.

 

Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions under the trial registration, those will apply as well.

 

4. CUSTOMER DATA

Customer Data is any data, file attachments, text, images, reports, personal  information, or any other content, that is inputted, uploaded, submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer’s behalf (the “Customer Data”).

 

4.1 Customer’s Proprietary Rights: You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

 

4.2 No Sensitive Data: You shall not submit to the Service any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data  enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other  jurisdiction, unless Customer and Touchtone separately enter into a HIPAA Business Associate Agreement; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card  schemes.

 

4.3 Data Processing Addendum (DPA): By using the Service, Customer also accepts our Data Processing Agreement (DPA), which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer’s behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”). Your acceptance of these Terms of Use shall be treated as its execution of the DPA.

 

4.4 Protection of Customer Data: The terms of the Data Processing Addendum (DPA) are hereby incorporated by reference and shall apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA.

 

4.5 Limits on Touchtone: We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.

 

4.6 Data Practices and Machine Learning: We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymized manner. We may use Customer Data in an anonymized manner for machine learning. For more information on these practices please see the ‘Data Practices and Machine Learning’ section of our Product Specific Terms.

 

4.7 Customer Data Transfers: To the extent we process Personal Data from the European Economic Area, or Personal Data that is subject to the protection of European Data Protection Laws (as defined in the DPA), the Standard Contractual Clauses shall apply as set out in the DPA.

 

4.8 Retention, Deletion and Retrieval of Customer Data: For information on our procedures regarding the retention and deletion of Customer Data, please see the ‘Deletion or return of Company Personal Data’ section of our DPA.

 

Note: You can remove Your Data by specifically deleting it from the Services. We are not responsible or liable for the removal or deletion of any of Your Data, except as otherwise provided in the Privacy Policy.

 

5. FEES

5.1 Subscription Term: Touchtone requires a Subscription to use the Services. Touchtone may also provide our Services that are made available for free for a trial period. At any time during the trial and thereafter, you may purchase a Subscription.

 

5.2 Subscription Fees: You will be charged the Subscription Fee at the beginning of your Subscription and each period thereafter (such period will depend on the Subscription), at the then-current Subscription Fee.

 

If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you at the beginning of the next applicable period of your Subscription during the term, using the Payment Information you have provided until you cancel your Subscription. By agreeing to this Agreement and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Touchtone.

 

Your Subscription continues until cancelled by you or until we terminate your access to or use of the Services or Subscription in accordance with this Agreement.

 

Prices for the Services, including but not limited to monthly or annual Subscription fees to the Service, are subject to change upon 30 days’ notice from us before the end of your Subscription period.

 

5.3 Fee Adjustments at Renewal: Upon renewal, we may increase your fees up to our then-current list price.  If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice.

 

5.4 Payment by credit card: If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. You will keep your contact information, billing information and credit card information (where applicable) up to date. All fees are due and payable in advance throughout the Subscription Term.

 

5.5 Payment against invoice: If you are paying by invoice, we will send an electronic invoice to you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice.

 

5.6 Sales Tax: All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services.

 

6. TERM AND TERMINATION

6.1 Term and Renewal: Your initial subscription period will be specified in the agreement, and, unless otherwise specified, your subscription will automatically renew.

 

6.2 Cancellation: When a subscription is cancelled, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION.

 

To cancel, you can send an email to info@touchtonecorp.com. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current subscription period and will then terminate without further charges.

 

Before the termination of the service, you can use the Export Tools provided to export any of your data that you need. Your Data may not be otherwise recovered once your Account is cancelled or terminated.

 

6.3 Termination for Cause: Customer agrees that Touchtone may terminate Customer’s Account and access to the Services for reasons including, but not be limited to, breaches or violations of these Terms or the Privacy Policy, a request by Customer to terminate Customer’s Account, discontinuance or material modification to the Services, unexpected technical issues or problems, extended periods of inactivity and/or requests by law enforcement or other government agencies, and for non-payment for Services.

 

Termination of Customer’s Account includes elimination of access to the Service, deletion of Customer’s Account, deletion of all of Customer’s content and data, including but not limited to Contact Information, as permitted or required by law.

 

 

6.4 Suspension for Non-payment: If a Customer's Account is in past due status due to non-payment, Touchtone will notify Customer in writing of the account's past due status.

 

If payment is not received by Touchtone within ten (10) calendar days, Customer’s access to Customer’s  Account will be restricted. If Customer’s Account remains in past due status for a period of thirty (30) calendar days, Customer’s Account will be suspended.

 

Customer may restore a suspended Account within sixty (60) calendar days of suspension by paying for the past due balance on the Account. If Customer’s Account remains in suspended status for sixty (60) calendar days, all of Customer’s content and data, including but not limited to Contact Information, will be deleted from servers. This information cannot be recovered once deleted.

 

7. INTELLECTUAL PROPERTY

7.1 This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws, and other laws of the United States and foreign countries, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You acknowledge that the Services and Our Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Touchtone's Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include, but aren’t limited to, those listed on our website (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.

 

7.2 We encourage all customers to provide us with feedback on the Subscription Service or Consulting Services, and suggestions for improvement. You agree that all such feedback and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

 

7.3 Subject to your compliance with these Terms, Touchtone grants to you a limited, non-exclusive, non-transferable use of our service.

 

8. CONFIDENTIALITY

8.1 The Receiving Party shall: (a) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (c) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services and except for your Touchtone's Solutions Partner bound by confidentiality obligations), and (d) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

 

8.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (a) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (b) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

 

9. PUBLICITY

You grant us the right to add your name and company logo to our customer list and website. To object to this use, please indicate so by contacting us at info@touchtonecorp.com.

 

10. INDEMNIFICATION

You will indemnify, defend and hold Touchtone, and our Affiliates harmless, at your expense, against any claims, action, suit, losses, damages, liabilities, including attorney’s fees brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of

 

(a) unauthorized or illegal use of the Subscription Service by you or your Affiliates,

 

(b) your or your Affiliates' noncompliance with or breach of this Agreement,

 

(c) your or your Affiliates' use of Third-Party Products, or

 

(d) the unauthorized use of the Subscription Service by any other person using your User information.

 

(e) your access to or use of the Services or Our Content,

 

(f) Your Data, or

 

(g) your violation of these Terms.

 

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

 

11. DISCLAIMERS; LIMITATION OF LIABILITY

11.1  Disclaimer of Warranties: WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, TOUCHTONE CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, TOUCHTONE CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

11.2  No Indirect Damages: TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

11.3  Limitation of Liability: EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

11.4  Third Party Products: WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

11.5  Agreement to Liability Limit: YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

11.6  Additional Coverage Terms:  If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD$35,000), then the TOUCHTONE Additional Coverage Terms available at Appendix 1 to these Master Terms will apply. If these terms apply to you, then they are incorporated into the Agreement and will control in the event of any conflict with these Customer Terms of Service.

 

12. MISCELLANEOUS

12.1 Amendment: We may update and change any part or all of these Terms of Use, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees’ section above.) If we update or change these Terms of Use, the updated Terms of Use will be posted at our website.

The updated Terms of Use will become effective and binding on the next business day after it is posted. When we change these Terms of Use, the "Last Modified" date will be updated to reflect the date of the most recent version. If you would like to receive an email notification when we update the Terms of Use, please contact us. (If you have an active Touchtone subscription, we will let you know when we do via an email).

12.2 Actions Permitted: Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

12.3 Relationship of the Parties: You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

12.4 Force Majeure: Neither party will be responsible for failure (except for any payment obligations) or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

12.5 Compliance with Laws: We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws.  

 

You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services.

 

You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

 

12.6 Severability: If any part of this Agreement or is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

 

12.7 Entire Agreement: This Agreement, along with our Privacy Policy, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. The English version of this Agreement will govern our relationship.

 

12.8 Assignment: You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Touchtone's affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

 

12.9 No Third Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

12.10 Contract for Services: This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

 

12.11 Survival: The following sections shall survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees’, 'Prohibited and Unauthorized Use', ‘Early Cancellation', ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’.  Additionally, the ‘Retrieval of Customer Data’ sections and the ‘Alpha/Beta Services’ section of the Product Specific Terms page shall survive expiration or termination of this Agreement.

 

12.12 Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law.

 

 

Last update: July 8, 2021