SureConnect's Terms of Service
Last updated on 22 May, 2024
1. Your Rights
1.1. Subject to your compliance with these terms and solely during the subscription term, you shall have the limited, non-exclusive, revocable right to access and use the service(s) for your internal business purposes in accordance with the subscription plan as specifically stated on our website.
2. Your Responsibilities
2.1. Your Account: Your access and use of the Service(s) is restricted to the number
of individual
users as specified in the relevant order form executed between us and you. Each user shall be identified
using unique login information such as usernames and passwords (“user login”) and such user login shall
be used only by one individual.
2.2. Acceptable Use: You agree not to (A) license, sublicense, sell, resell, rent,
lease, transfer,
assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any
third party, other than users in furtherance of your internal business purposes as expressly permitted
by these Terms; (B) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain
unauthorized access to the Service(s) or related systems or networks; (C) Use the Service(s), store or
transmit customer data in violation of applicable laws and regulations, including but not limited to
violation of any person’s privacy rights, export control laws/regulations; (D) Use the Service(s) to
store or transmit any content that infringes upon any person’s intellectual property rights or is
unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (E) Use the Service(s) to
knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time
bombs, or any other similar harmful software; (F) “Crawl,” “Scrape,” Or “Spider” Any page, data, or
portion of or relating to the Services (through use of manual or automated means);
2.3. You represent and warrant to us that you own or have the necessary rights to transmit the customer
data to us and that doing so does not violate any applicable law, proprietary or privacy rights.
3. Service(s)
3.1. You may request a demo of our Service(s) or a trial of the Service(s) by the creation of accounts
for trial use for a limited period of time (“trial period”). The trial period shall be subject to these
terms and any additional terms that we specify. we, in our sole discretion, shall have the right to
terminate the Service(s) and your right to use the Service(s) at any time during the trial period and
for any reason, without being liable to you.
3.2. Any enhancements, new features, or updates (“Updates”) to the Service(S) are also subject to these
Terms and we reserve the right to deploy updates at any time.
3.3. The Service(S) may temporarily be unavailable due to scheduled downtime for upgrades and
maintenance in which case we shall use commercially reasonable endeavors to notify you in
advance.
3.4. In addition to the terms mentioned herein, the Services shall also be governed by the special terms
and FAQs provided by us for clarification on our website.
4. Intellectual Property Rights
4.1. Except for the rights granted to you under Clause 1, all rights, title, and interest in and to all
intellectual property and/or proprietary rights, title, and interest in or related to the Service(s),
including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how
(collectively, “intellectual property rights”) shall belong to and remain exclusively with us.
4.2. You own the rights to the customer data that you provide to us. We do not claim ownership over such
customer data. We shall have a right and license to incorporate into the Services or otherwise use any
suggestions, enhancement requests, recommendations, or other feedback it receives from you.
4.3. We reserve our rights to re-use any and all techniques and know-how gathered by us while providing
the Services to you.
4.4. All Rights not expressly provided to you herein are reserved.
5. Third-Party Services
5.1. You acknowledge and agree that your use of third-party services will be subject to the terms and
conditions and privacy policies of such third-party and that we shall not be liable for your enablement,
access, or use of such third-party services, including for your data processed by such third parties.
You should contact that third-party service provider for any issues arising in connection with the use
of such third-party service.
5.2. We have partnered with other third-party service providers who shall promote our services on their
platforms. if you have subscribed to our services through such third-party service providers, your use
of our services shall be subject to the special terms and FAQs provided by us, including, but not
limited to the following:
5.2.1. You shall not change the email address which you have registered with the third-party service
provider and the same email shall be used to hold your account with us.
5.2.2. The license provided to you to use our Services is non-transferable. You shall not sublicense,
assign, or otherwise transfer or distribute your rights to use our Services. If you are entitled to
transfer or assign your account under the terms and conditions of such third-party service providers,
your continued use of our services shall be subject to express confirmation by us.
5.2.3. Your access to and use of our Services availed through a third-party service provider shall
operate independently from your use of the service of such a third-party service provider. Accordingly,
the terms of use, term, and termination shall be governed by these terms. If your access to our Services
is terminated as per the terms provided hereunder or you have voluntarily surrendered your access to the
use of our Services, your access to the use of our Services shall be revoked and the same is not
eligible for reactivation.
6. Charges And Payment
6.1. Subscription Charges: All charges associated with your account shall be based on
the Plan you have
subscribed to at the pricing mentioned on our website or as specified in a custom order form
(“subscription charges”). The subscription charges are due in full and payable in advance in accordance
with clause 6.2. when you subscribe to the service(s).
6.2. Payment: You agree to provide us with your credit card information for billing
purposes (“payment
method”), and you represent and warrant that you are authorized to use the designated payment method and
that you authorize us (or our third-party payment processor) to charge your payment method for the total
amount of your subscription charges. We shall invoice you at the beginning of each month and all
payments are due on the same day of receipt of the invoice. We may agree on a different payment method
in an order form which shall specify the payment terms. In case of contradiction between the order form
and these terms, the order form shall prevail.
6.3. Refunds: Unless otherwise specified in these terms or in a relevant order form,
all subscription
charges are non-refundable. No refunds shall be issued for partial use or non-use of the
Service(s).
6.4. Late Payments/Non-Payment of Subscription Charges: We will notify you in the event we do not
receive payment toward subscription charges within the due date. We must receive payments within a
maximum of ten (10) days from the date of our notice. If we do not receive a payment within the
foregoing time period, in addition to our right to other remedies available under law, we may suspend
your access to and use of the Service(s) until we receive your payment towards the subscription charges
as specified and/or terminate your account.
6.5 Applicable Taxes: Other than federal and state net income taxes imposed on us by
the United States
the subscriber shall bear any taxes, levies, duties, or similar governmental assessments, including
value-added, sales, use, or withholding taxes assessable by any local, state, provincial or foreign
jurisdiction (collectively “Taxes”).
7. Term, Termination, and Suspension
7.1. Termination by You: You may terminate one or more of your account(s) and
subscription to the
Services by providing us prior written notice of 30 (thirty) days, but will remain liable for all
subscription charges for the subscription term. Unless your account and subscription to the Services are
terminated, your subscription to the Services will renew for a subscription term equivalent in length to
the then-expiring subscription term at our then-prevailing subscription charges.
7.2. Suspension and Termination by us: In addition to suspension for late payment or
non-payment of
subscription charges, we may suspend your access to and use of your account or the Service(s) if you are
in violation of these terms. We will notify you if your activities violate these terms and, at our sole
discretion, provide you with a period of fifteen (15) days (“cure period”) to cure or cease such
activities. If you fail to cure or cease such activities within said cure period or if we believe that
such breaches cannot be cured, your account shall be terminated. We may also terminate a trial period in
accordance with clause 3.1. further, we also reserve the right to terminate your account at any time by
written notice due to business reasons which shall include discontinuation of the Services.
7.3. Termination for Insolvency: Notwithstanding anything contained herein, either
party may terminate
these terms with notice if the other party becomes insolvent, makes or has made an assignment for the
benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on
behalf of or against such a party (except for involuntary bankruptcies) which are dismissed within sixty
(60) days, or has a receiver or trustee appointed for substantially all of its property.
7.4. Effect of Terminating Your Account: Following the termination of your account
either by Yourself or
by Us, we shall delete all customer data in accordance with (A) these terms; (B) our privacy policy,
and; (C) if applicable, data processing agreement signed between the parties.
8. Confidentiality; Data Privacy and Security
8.1. If you choose or are provided with, a user identification code, login, password, or any other
piece of information as part of our security procedures, you must treat such information as
confidential. You must not disclose it to any third party. We shall have the right to disable any user
identification code or password, whether chosen by you or allocated by us, at any time, if in our
reasonable opinion, you have failed to comply with any of the provisions of these terms. We will not be
responsible for any activities, including any attempted or actual access or loss of data occurring in
your account as a result of your non-compliance with obligations under this clause.
8.2. Each of the parties will protect the other’s confidential information from unauthorized use,
access, or disclosure in the same manner as each of the parties protects its own confidential
information, and in any event, with no less than reasonable care. Except as otherwise expressly
permitted pursuant to these terms, each of the parties may use the other’s confidential information
solely to exercise its respective rights and perform its respective obligations under these terms and
shall disclose such confidential information solely to those of its respective employees,
representatives, and agents who have a need to know such confidential information for such purposes and
who are bound to maintain the confidentiality of, and not misuse such confidential information. the
provisions of this clause shall supersede any non-disclosure agreement by and between the parties
entered prior to these terms that would purport to address the confidentiality of customer data and such
agreement shall have no further force or effect with respect to customer data.
8.3. We shall use appropriate technical and organizational measures to protect the customer data as
specified in the security policy. The measures used are designed to provide a level of security
appropriate to the risk of processing customer data. we shall, without undue delay, notify you of any
accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the
customer data processed by us.
8.4. You understand and acknowledge that, in connection with the use of the service by yourself, your
users, and end users, we process any personal data only on your behalf and we both hereby agree that you
shall be deemed to be the data controller and we shall be deemed to be the data processor as those terms
are understood under the GDPR. we shall process such personal data only for the purposes of providing,
maintaining, improving, and supporting the Service(s).
8.5. You acknowledge and agree that we may access or disclose information about you, your account, and
users, including customer data in order to (A) comply with the law or respond to lawful requests or
legal processes, or (B) prevent any infringement of group companies or our customers’ proprietary
rights. further, at our sole discretion, any suspected fraudulent, abusive, or illegal activity by you
may be referred to law enforcement authorities.
8.6. During the subscription term, you agree and acknowledge that we shall have the right to collect
data (only aggregated and anonymized) regarding your use of the Service(s) for the purpose of
analytics.
8.7. You shall not disclose (and shall not permit any individual to disclose) any sensitive personal
information to us for processing.
8.8. We shall ensure that any person we authorize to process customer data shall protect the customer
data in accordance with our confidentiality obligations under these terms.
8.9. We shall reasonably assist you, at your expense, to enable you to respond to any request from a
data subject to exercise any of its rights under applicable data protection law (including its rights of
access, correction, objection, erasure, and data portability, as applicable). In the event that any such
request, correspondence, inquiry, or complaint is made directly to us, we shall promptly inform you
providing full details of the same.
8.10. We shall reasonably assist you, at your expense, in meeting your obligations under applicable data
protection laws.
9. No Warranty
THOUGH WE WANT TO PROVIDE A GREAT SERVICE, THERE ARE CERTAIN LEGAL COMMITMENTS WE CAN'T MAKE. ACCORDINGLY, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SURECONNECT WILL NOT BE RESPONSIBLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR SOFTWARE. FURTHER, SURECONNECT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SURECONNECT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FURTHER, WITHOUT LIMITING ANY OF THE FOREGOING DISCLAIMERS, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CALL RECORDING. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Indemnity
You agree to indemnify, defend and hold harmless SURECONNECT and its officers, directors, owners, employees, agents, consultants and vendors from and against any and all liabilities, losses, claims, damages, causes of action, costs and expenses (including attorneys’ fees) arising out of or related to: (a) your use of and access to the Services, including without limitation any data or content transmitted or received by you; (b) your violation of any term of these Terms, including without limitation your breach of any of your representations, warranties, and obligations contained in these Terms; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your acts or omissions in connection with call recordings, whether such claims arise under contract, tort, statute or other legal theory, including but not limited to your failure to comply with telephone recording and wiretapping laws and Calling laws; (f) Your Data or any content that is submitted via your account; (g) your willful misconduct; or (h) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
12. Miscellaneous
12.1. Assignment: This agreement and any rights or obligations hereunder may not be
assigned by you
without our prior written consent, whereas we can assign any of our rights and obligations hereunder
without your prior written consent. This agreement binds, and inures to the benefit of, the parties and
their respective successors and permitted assigns.
12.2. Amendment: we may amend these terms from time to time, in which case the new
terms will supersede
prior versions. We will notify you no less than ten (10) days before the effective date of any
amendments to these terms and your continued use of the Service(s) following the effective date of any
such amendment may be relied upon by us as your acceptance of any such amendment.
12.3. Severability; No Waiver: If any provision in these terms is held by a court of
competent
jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to
best accomplish the original provision to the fullest extent permitted by applicable law, and the
remaining provisions of these terms shall remain in effect. our non-exercise of any right under or
provision of these terms does not constitute a waiver of that right or provision of these terms.
12.4. Relationship Of The Parties: The parties are independent contractors. These terms do not create a
partnership, franchise, joint venture, agency, fiduciary or employment relationship among the
parties.
12.5. Survival: All clauses which, by their nature are intended to survive, including
without limitation
Clauses 4 (Intellectual Property Rights), 6 (Charges and Payment), 7 (Term, Suspension, and
Termination), 8 (Confidentiality, Data Privacy, and Security), 9 (Disclaimer Of Warranties), 10
(Limitation Of Liability), 11 (Indemnification), 12 (Miscellaneous) and 13 (Definitions) shall survive
any termination of our agreement with yourself regarding the use of the Service(s). Termination shall
not limit either party’s liability for obligations accrued as of or prior to such termination or for any
breach of these terms.
12.6. Notices And Consent To Electronic Communications: all notices from us under these
terms may be
delivered in writing (A) by a nationally recognized overnight delivery service (“Courier”) or to the
contact mailing address provided by you while subscribing to the Service(s); or (B) electronic mail to
the e-mail address provided to your account. Our address for your notice is: Appvirality Inc. at 1013
Center Rd., Wilmington, Delaware 19805, USA with a cc to lax [at] sureconnect [dot] ai by electronic
mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if
otherwise delivered upon receipt, or, if earlier, two (2) business days after being deposited in the
mail or with a courier as permitted above.
12.7. Publicity Rights: You hereby grant us a royalty-free, worldwide, transferable
license to use your
trademark or logo to identify you as our customer on our websites and/or marketing collateral and to
include your use of the services in case studies.
12.8. Governing Law And Dispute Resolution: These terms shall be governed by the laws
of the state of
Delaware, USA without regard to any conflict of laws principles. you hereby expressly agree to submit to
the exclusive personal jurisdiction of the courts in Delaware, USA. Any dispute, claim, or controversy
arising out of or relating to these terms or the breach, termination, enforcement, interpretation, or
validity thereof, including the determination of the scope or applicability of these terms to arbitrate,
shall be settled by arbitration administered by the American Arbitration Association in accordance with
its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The language of the arbitration shall be English.
The dispute shall be resolved by a sole arbitrator who shall be appointed in accordance with the AAA
rules. The decision of the sole arbitrator shall be final and binding on the parties.
12.9. Entire Agreement: These terms, together with any order forms, constitute the
entire agreement, and
supersede any and all prior agreements between us and yourself with regard to the subject matter hereof.
In the event of a conflict between the terms of any order form and these terms, the terms shall prevail.
In case of a conflict between two order forms, the order form later in date shall prevail.
12.10. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, we
shall not be
liable for unavailability of the Service(s) caused by circumstances beyond our reasonable control, such
as but not limited to, acts of god, acts of government, acts of terror or civil unrest, technical
failures beyond our reasonable control (including, without limitation, inability to access the internet,
unauthorized loss, distribution or dissemination of customer data), or acts undertaken by third parties,
including without limitation, distributed denial of service attacks.
13. Definitions
When used in these terms with the initial letters capitalized, in addition to terms defined elsewhere
in these terms, the following terms have the following meanings:
Account: This means any accounts or instances created by you or on your behalf for
access and use of the
services.
API: This means the Application Programming Interfaces developed, enabled by, or
licensed to us that
permit access to certain functionality provided by the Service(s).
Confidential Information: This means all information disclosed by one party to the
other party which is
in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person
would understand to be confidential given the nature of the information and circumstances of disclosure.
For purposes of these terms, customer data shall be deemed confidential information. notwithstanding the
foregoing, confidential information shall not include any information which (A) was publicly known and
made generally available in the public domain prior to the time of disclosure by the disclosing party;
(B) becomes publicly known and made generally available after disclosure by the disclosing party to the
receiving party through no action or inaction of the receiving party; (C) is already in the possession
of the receiving party at the time of disclosure by the disclosing party as shown by the receiving
party’s files and records prior to the time of disclosure; (D) is obtained by the receiving party from a
third party without a breach of such third party’s obligations of confidentiality; (E) is independently
developed by the receiving party without use of or reference to the disclosing party’s confidential
information, as shown by documents and other competent evidence in the receiving party’s possession; or
(F) is required by law to be disclosed by the receiving party, provided that the receiving party shall,
to the extent legally permitted, give the disclosing party written notice of such requirement prior to
disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Customer Data: This means all electronic data, text, messages, personal data, or other
materials,
including without limitation personal data of users and end users, submitted to the services by you
through your account in connection with your use of the services.
Documentation: This means any written or electronic documentation, images, video, text, or sounds
specifying the functionalities of the Service(s) provided or made available by us to you or your users
through the Service(s) or otherwise.
End User: This means any person or entity other than you or your users with whom you
interact using the
Service(s).
GDPR: This shall mean the regulation (EU) 2016/679 of The European Parliament and of the Council Of 27
April 2016 on the protection of natural persons with regard to the processing of personal data and on
the free movement of such data and repealing Directive 95/46/Ec (General Data Protection
Regulation).
Order Form: This means any service order form or statement of work specifying the
service(s) subscribed
to, particular features and functionalities in the Service(s) that you wish to avail, pricing, and the
subscription term.
Personal Data: This means data relating to a living individual who is or can be
identified either from
the data or from the data in conjunction with other information that is in, or is likely to come into,
the possession of the data controller.
Processing/To Process: This means any operation or set of operations which is performed upon personal
data, whether or not by automatic means, such as collection, recording, organization, storage,
adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, blocking, erasure or destruction.
Sensitive Personal Information: This means information that relates to an individual’s racial or ethnic
origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data,
biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data
concerning a natural person's sex life or sexual orientation. It also includes information about an
individual's criminal offenses or convictions, as well as any other information deemed sensitive under
applicable data protection laws
Service(s): This means our cloud-based proprietary sales engagement platform called
sureconnect
including but not limited to any of the features available on our website i.e., sales analytics,
multichannel outreach, lead sourcing, meeting scheduler, etc., and any new services that we may
introduce as a service to which you may subscribe to, and any updates, modifications or improvements
thereto, including individually and collectively, the API, software and any documentation.
Software: This means any software provided by us (either by download or access through
the internet)
that allows you to use any functionality in connection with the Service(s)
Subscription Term: This means the period during which you have agreed to subscribe to the Service(s)
specified in the relevant order form.
Third-Party Service(s): This means the third-party application(s) or service(s) integrating with the
Service(s) through APIs.
User: This means those who are designated users within the Service(s), including an
account
administrator, agents, and other designated users.
Website(s): This means the websites owned and operated by us,
including sureconnect (sureconnect.ai).