Terms of Service

These Terms of Service (the “Terms of Service”) apply to any access to or use of the Platform (as defined below) made available by CheckInCall Inc., a Delaware for-profit business corporation (“Company”). For the purposes of these Terms of Service, the terms “you” and “User” means you as the user of the Platform. You and Company may be referred to herein, each individually, as a “Party”, and, collectively, as the “Parties”.

These Terms of Service apply to use of our website located at CheckInCall.com (the “Website”) and the CheckInCall Mobile Application (the “App”) and CheckInCall Chatbot (the “Chatbot”) and all data, data feeds, tools, features, functionality, content, and materials made available through the Website, the App, and the Chatbot (collectively, the “Platform”). By accessing or using the Platform, you acknowledge that you agree to be bound by, and be subject to, these Terms of Service.

USE IS ACCEPTANCE: IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT DOWNLOAD, ACCESS OR USE THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT DOWNLOADING, ACCESSING OR USING ANY PORTION OF THE PLATFORM IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS OF SERVICE.

NO USE BY MINORS: BY ACCESSING OR USING THE PLATFORM, YOU WARRANT AND REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND WITH THE FULL AUTHORITY, RIGHT, AND CAPACITY TO ENTER INTO THE AGREEMENTS AND ABIDE BY THESE TERMS OF SERVICE. IF YOU ARE NOT AT LEAST EIGHTEEN (18) YEARS OLD, YOU ARE PROHIBITED FROM ACCESSING AND USING THE PLATFORM.

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE PURSUANT TO WHICH YOU AND COMPANY AGREE THAT ALL DISPUTES ARISING IN CONNECTION WITH THESE TERMS OF SERVICE AND YOUR USE OF THE PLATFORM MAY BE SUBMITTED TO MANDATORY BINDING ARBITRATION.

1. Platform License.

1.1 Restrictions on Use; Other Obligations.

(a) User shall not and shall not permit any other person to:

(i) License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the License or any other rights to access or use the Platform;

(ii) Disassemble, decompile, reverse engineer, scrape, or otherwise attempt to derive source code or other trade secrets from the Platform, or modify, make derivative works based upon, copy or otherwise use any ideas, features, functions or graphics of the Platform in order to: (1) build a competitive product or service; or (2) build a product using similar features, functions, or graphics of the Platform;

(iii) Input, upload, transmit, store or otherwise provide to or through the Platform any materials: (1) which are infringing, unlawful, or tortious or which contain pornography, violence, hateful conduct, or other graphic content, or that intentionally contain any misinformation or false statement of fact; or (2) contain, transmit, or activate any Harmful Code;

(iv) Bypass or breach or attempt to bypass or breach any security mechanism on the Platform, or otherwise attempt to gain unauthorized access to the Platform or its related systems or networks or permit third parties to access the Platform;

(v) Challenge, cause, induce, authorize, or assist any person to assert ownership of or challenge, the validity, ownership, use, or registration of any Intellectual Property Rights of Company, including in and to the Platform;

(vi) Upload, transmit, store, disclose or make available through the Platform any Sensitive Data except as expressly permitted under an applicable Master Subscription Agreement and executed Business Associate Agreement;

(vii) Under or in connection with any part of these Terms of Service or its subject matter, perform any act that, or fail to perform any act the omission of which infringes, misappropriates or otherwise violates any Intellectual Property Rights of Company or other rights of any person, or violates any applicable law, including data protection and privacy laws;

(viii) Use the Platform to generate, solicit, facilitate, submit, publish, distribute, or encourage false, deceptive, misleading, fabricated, fraudulent, compensated, undisclosed sponsored, manipulated, or otherwise unlawful reviews, testimonials, endorsements, ratings, or consumer feedback, or otherwise engage in conduct that violates applicable consumer protection laws or the policies of any third-party review platform; or

(ix) Use the Platform in a way that: (1) contravenes or violates applicable law; or (2) otherwise fails to comply with these Terms of Service.

1.2 Technical Requirements. User is solely responsible for the operation, management, and maintenance of its hardware and related electronic equipment, systems, databases, networks, software, and internet access necessary to access and use the Platform (“User Systems”). Company neither represents nor warrants that the Platform will be accessible through all browser releases or all versions of tablets, smartphones, or other computing devices. Company is not responsible or liable for any delay or failure of performance caused in whole or in part by any User Systems (or any other technical failure of User). User will be responsible for supplying Company with any technical data and other information Company may reasonably request to enable Company to provide the Platform to User. User must have internet access and a mobile device on which to download the Platform.

1.3 Suspension of Access. Any use of the Platform in violation of these Terms of Service or that, in Company’s sole discretion, threatens the security, integrity or availability of the Platform or that of its other customers or may result in violation of applicable law, may result in Company immediately suspending access to the Platform. Where Company is permitted to suspend or terminate any access to the Platform under these Terms of Service, Company may do so by any legal means.

2. Consent to Communications; User Data.

2.1 Communications Consent. Users expressly consent to receive communications from Platform and its representatives by telephone, including live voice calls, and by text message at any telephone number provided by User. Such communications may relate to User’s account, transactions, services, support, updates, marketing, and other matters concerning the Platform. Users further expressly consent that any such communications may be recorded and ingested by the Platform.

2.2 Acknowledgments, Obligations and Representations. User shall be solely and exclusively responsible for User Data used in conjunction with their use of the Platform. Company has no responsibility for verifying or maintaining any User Data, and in no way will it be liable for the accuracy, availability, correctness, timeliness, or any other quality of or concerning User Data. Accordingly, User represents and warrants that: (i) it has all of the rights and privileges that are required to provide and use of all of User Data that is submitted to, uploaded to, placed on, transmitted through, or monitored by the Platform; (ii) no portion of User Data is unlawful or infringes upon the rights of any third party, including any third party Intellectual Property Rights; (iii) the provision and use of User Data as contemplated by these Terms of Service does not and will not violate any privacy policy, terms of use, or other agreement to which User is bound or any applicable law; and (iv) that all User Data is accurate, correct and complete, and timely updated to effect the same.

2.3 Removal of User Data. Company may, at its sole discretion, restrict, limit or reject the storage or transmission of any User Data and remove any User Data that has previously been uploaded or transmitted to the Platform, if Company reasonably believes that such User Data or the use thereof is in violation of the terms of these Terms of Service or applicable law.

2.4 User Data License. User grants Company a non-exclusive, worldwide, royalty free fully paid license to access and use User Data in connection with its provision of the Platform pursuant to these Terms of Service and to monitor, develop and improve the Platform. Company may but will have no obligation to monitor User Data and User’s use of the Platform, without restriction. Company shall have no obligation to store or create back-ups of any User Data, and User acknowledges that User Data may be irretrievable.

2.5 Privacy Policy. Company’s use of User Data, De-identified Data (as defined in Section 2.6) and User Usage Data (as defined in Section 2.7) will be subject any written privacy policy of Company, as may be in effect from time to time, and amended in accordance with its terms, the terms of which are incorporated herein by reference, as (and when) applicable.

2.6 De-identified Data. User acknowledges and agrees that data derived from User Data or User’s use of the Platform generally (including User Usage Data), that is de-identified or is otherwise not reasonably associated or linked to User (“De-identified Data”) may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models and creation of statistical rules. Such analysis may be performed in conjunction with data derived from other customers and from other data sources. The De-identified Data and results of any analysis thereof may be used by Company for improvement of the Platform and Company may otherwise commercially exploit the De-identified Data for any lawful purpose. The rights to use the De-identified Data described under this Section 2.6 will survive any expiration or termination of these Terms of Service.

2.7 User Usage Data. User further acknowledges and agrees that Company may, directly or indirectly, including through the services of third parties, collect and store information and data in connection with User’s use of the Platform including User Systems on which is installed or through which it otherwise is accessed and used (the “User Usage Data”). Company may collect such information and data through lawful means including: (a) User’s access and use of the Platform; and (b) the provision of services through the Platform. Company may access, use, and provide third parties with access to and use of User Usage Data for the following enumerated purposes: (i) making the Platform functional and usable for User; (ii) providing User with the services available through the Platform; (iii) improving the performance of the Platform; (iv) developing updates; and (v) verifying User’s compliance with the terms of these Terms of Service and enforcing Company’s rights, including all Intellectual Property Rights in and to the Platform. The rights to use User Usage Data described under this Section 2.7 will survive any expiration or termination of these Terms of Service.

2.8 Feedback. If User provides Company with any feedback or suggestions about the Platform or otherwise (the “Feedback”), Company may use the Feedback without obligation to User, and User irrevocably assigns to Company all right, title, and interest in and to the Feedback.

3. Intellectual Property. User acknowledges and agrees that Company or its licensors have and will retain all rights, title, and interest in and to the Platform, and any underlying software and code, as well as all derivative works made by any person based upon any of the foregoing, including all associated Intellectual Property Rights. Any updates and customizations and other modifications of the Platform (and all Intellectual Property Rights associated with the foregoing), regardless of the person so Updating, customizing, or modifying the Platform, will be owned exclusively by Company. Except as expressly set forth herein, these Terms of Service do not transfer to either Party (or any other person) any rights of ownership in, or related to, any Intellectual Property Rights.

4. No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE PLATFORM IS PROVIDED TO THE USER ON AN “AS IS” AND “AS AVAILABLE” BASIS. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, NONE OF COMPANY, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, AGENTS OR REPRESENTATIVES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO THE USER, OR ANY OTHER PERSON, WITH RESPECT TO THE PLATFORM OR OTHERWISE, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTY THAT USE OF THE PLATFORM WILL BE TIMELY, ERROR FREE OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED, THAT THE OPERATION OF THE PLATFORM WILL BE SECURE, THAT THE PLATFORM’S FUNCTIONALITY WILL MEET THE USER’S REQUIREMENTS, AND THAT THE PLATFORM WILL BE ACCURATE.

5. AI Functionalities; Reviews.

5.1 AI Functionalities.

(a) The Platform may include features, functionality, or tools that utilize artificial intelligence, machine learning, large language models, speech recognition, speech synthesis, or similar technologies, including text-based and voice-enabled chatbots, virtual assistants, and automated agents (collectively, “AI Features”). AI Features may be provided by Company or by third-party service providers integrated into the Platform.

(b) Users may submit text, voice recordings, audio, prompts, questions, instructions, files, or other content to AI Features (“AI Inputs”) and receive responses, recommendations, summaries, analyses, transcriptions, translations, generated content, or other outputs (“AI Outputs”). By using AI Features, User acknowledges and agrees that AI Inputs may be processed by Company and its third-party service providers for the purpose of providing, operating, maintaining, and improving the AI Features and the Platform, as further described in the Privacy Policy.

(c) AI Features are automated technologies and may produce AI Outputs that are inaccurate, incomplete, misleading, offensive, inappropriate, outdated, or otherwise unsuitable for User’s intended purpose. AI Outputs may not reflect Company’s views and should not be construed as professional, legal, medical, financial, tax, or other professional advice. User is solely responsible for reviewing, evaluating, and independently verifying all AI Outputs before relying on them or taking any action based upon them.

(d) Company makes no representations, warranties, or guarantees regarding the accuracy, reliability, completeness, legality, availability, or fitness for a particular purpose of any AI Feature or AI Output. To the fullest extent permitted by applicable law, Company disclaims all liability arising out of or relating to (i) User’s use of or reliance upon any AI Feature or AI Output, (ii) any errors, omissions, inaccuracies, hallucinations, or other deficiencies in AI Outputs, (iii) any interruption, unavailability, or malfunction of AI Features, and (iv) any acts or omissions of third-party providers of AI technologies incorporated into the Services.

(e) User assumes all risks associated with the use of AI Features, including voice interactions with AI-powered systems, and acknowledges that AI Features are provided on an “as is” and “as available” basis.

5.2 Review Generation and Third-Party Review Platforms.

(a) The Platform may include functionality that enables Users to provide information, responses, feedback, comments, ratings, experiences, opinions, or other content through chatbot interactions or similar interfaces and may generate, draft, summarize, organize, paraphrase, or otherwise assist in preparing reviews, testimonials, comments, ratings, endorsements, or similar content for potential publication on third-party platforms (collectively, “Reviews”).

(b) All Reviews are solely generated from information provided by User and are published, submitted, adopted, approved, modified, and controlled exclusively by User. Company does not author, create, publish, submit, endorse, verify, validate, monitor, control, or otherwise assume responsibility for any Review. Users are solely responsible for reviewing, evaluating, editing, approving, and determining whether to publish any Review.

(c) User represents, warrants, and covenants that any Review published, submitted, or otherwise distributed by User through or in connection with the Platform: (i) accurately reflects User’s honest opinions, beliefs, findings, experiences, and observations; (ii) is truthful, accurate, complete, and not misleading; (iii) complies with all applicable laws, regulations, and governmental guidance, including consumer protection, advertising, endorsement, testimonial, unfair competition, and deceptive trade practice laws; and (iv) does not violate the rights of any third party.

(d) User acknowledges and agrees that AI Features may generate Reviews that are inaccurate, incomplete, misleading, offensive, inappropriate, outdated, or otherwise unsuitable for publication. Users shall independently review and verify all Reviews and AI Outputs before publishing, submitting, relying upon, or distributing such content.

(e) User is solely responsible for ensuring that any Review complies with all applicable laws, regulations, and governmental guidance relating to endorsements, testimonials, consumer reviews, advertising disclosures, and sponsored content, including guidance issued by the United States Federal Trade Commission. User represents and warrants that any Review submitted, published, or distributed through or in connection with the Platform reflects the genuine opinions and experiences of the reviewer and includes any disclosures required by applicable law.

(f) Company makes no representation, warranty, or guarantee that any Review will be accepted, displayed, published, ranked, retained, indexed, promoted, or remain available on any third-party platform. Third-party platforms may reject, suppress, remove, modify, restrict, de-index, or otherwise limit Reviews at their sole discretion.

(g) Company is not affiliated with, endorsed by, sponsored by, approved by, or otherwise associated with Google, Google Reviews, or any other third-party review platform unless expressly stated otherwise in writing by Company. Use of any third-party platform is governed solely by the applicable terms, policies, and requirements of such platform.

(h) User is solely responsible for complying with all applicable terms of service, community guidelines, review policies, content standards, and other requirements imposed by any third-party platform on which a Review is submitted, displayed, or published.

5.3 Third-Party Review Platforms.

(a) The Platform may facilitate the preparation of content intended for publication on third-party websites, services, applications, directories, social media platforms, review platforms, or other online services (collectively, “Third-Party Platforms”).

(b) Company is not affiliated with, endorsed by, sponsored by, approved by, or otherwise associated with Google, Google Reviews, Yelp, Facebook, Apple, or any other Third-Party Platform unless expressly stated by Company in a separate written agreement.

(c) User acknowledges and agrees that all Third-Party Platforms operate independently from Company and maintain their own terms of service, community guidelines, review policies, content standards, moderation practices, and enforcement procedures. User is solely responsible for reviewing and complying with all requirements applicable to any Third-Party Platform used in connection with the Platform.

(d) Company does not control and shall not be responsible for any action or omission of any Third-Party Platform, including the acceptance, publication, display, ranking, suppression, removal, modification, restriction, suspension, or deletion of any Review or other content.

(e) Company makes no representation, warranty, or guarantee that any Review or other content generated, drafted, summarized, or prepared through the Platform will be accepted, published, displayed, retained, indexed, promoted, or remain available on any Third-Party Platform.

(f) User’s access to and use of any Third-Party Platform is solely at User’s own risk, and Company shall have no liability arising from or relating to User’s use of, reliance upon, or interaction with any Third-Party Platform.

6. Third Party Websites. The Platform may contain links to third-party websites, services or other resources on the Internet that are not owned or controlled by Company (“Third-Party Websites”). The content of such Third-Party Websites is developed and provided by others. You should contact the site administrators for those Third-Party Websites if you have any concerns regarding such links or any content located on Third Party Websites. If you decide to access Third Party Websites, you do so at your own risk. Company has no control over, does not make any representations regarding, and assumes no responsibility for, the content, accuracy, privacy policies, materials, or practices of or opinions expressed in any Third-Party Websites. In addition, Company will not and cannot monitor, verify, censor, or edit the content of any Third-Party Website. You acknowledge and agree that we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any Third-Party Websites.

7. Medical and Healthcare Disclaimers.

7.1 No Medical Advice; No Healthcare Services.

(a) User acknowledges and agrees that the Platform is a technology platform only. Company, its affiliates, licensors, service providers, contractors, personnel, representatives, and agents do not provide medical care, healthcare services, nursing services, mental health services, telehealth services, clinical services, pharmaceutical services, professional healthcare services, or any other regulated healthcare activities through the Platform.

(b) The Platform and all content, information, materials, communications, outputs, responses, analyses, recommendations, suggestions, summaries, insights, and other materials made available through the Platform are provided solely for general informational and operational purposes and are not intended to constitute, and shall not be construed as, medical advice, healthcare advice, clinical advice, professional medical opinions, diagnoses, treatment recommendations, prescriptions, patient-specific recommendations, standards of care, or substitutes for consultation with qualified healthcare professionals.

(c) Company does not represent or warrant that any information generated, displayed, transmitted, or made available through the Platform is accurate, complete, reliable, clinically valid, medically appropriate, suitable for any particular purpose, or capable of supporting any healthcare-related, medical, diagnostic, treatment, monitoring, or patient-care decision.

7.2 No Physician-Patient or Professional Relationship. Use of the Platform does not create any physician-patient relationship, healthcare provider-patient relationship, therapist-patient relationship, fiduciary relationship, agency relationship, advisory relationship, or other professional relationship between Company and any User or third party. Company does not assume any duty of care, professional duty, healthcare duty, medical duty, fiduciary duty, or other legal obligation toward any User or third party arising from use of the Platform.

7.3 Consult Qualified Professionals. Users are solely responsible for obtaining appropriate medical, mental health, healthcare, pharmaceutical, and other professional advice from qualified and licensed professionals.

Users agree to consult appropriate healthcare professionals regarding any medical condition, symptom, diagnosis, treatment option, medication, healthcare concern, or emergency and shall not disregard, delay seeking, avoid seeking, or discontinue professional medical advice, diagnosis, treatment, or care because of any information obtained through the Platform.

7.4 Not a Medical Device. The Platform is not a medical device, diagnostic device, therapeutic device, monitoring device, laboratory device, software as a medical device (SaMD), clinical decision support system, healthcare product, or regulated healthcare technology. The Platform is not intended, designed, marketed, or authorized for use in the diagnosis, treatment, mitigation, cure, prevention, monitoring, prediction, management, or assessment of any disease, injury, illness, condition, or health-related issue.

7.5 No Emergency Services. THE PLATFORM IS NOT AN EMERGENCY SERVICE. The Platform is not intended to provide emergency assistance, emergency medical care, crisis intervention, emergency communications, emergency dispatching, emergency response coordination, suicide prevention services, or urgent healthcare services. Users shall not use the Platform in connection with any emergency, urgent medical condition, mental health crisis, life-threatening condition, or circumstance requiring immediate medical attention. If User believes that User or any other person may be experiencing a medical emergency, psychiatric emergency, mental health crisis, or other condition requiring immediate intervention, User must immediately call 911 (or the applicable emergency services number in the relevant jurisdiction), contact emergency responders, proceed to the nearest emergency room, or otherwise seek immediate assistance from qualified medical professionals and emergency personnel.

8. Payments. When you make a payment via the Platform (each such purchase, a “Transaction”), you expressly authorize us (or our third-party payment processor, if applicable) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and related notifications (such information, “Payment Information”). You represent and warrant that (i) you are duly authorized and have the legal right to use all payment method(s) represented by any such Payment Information, (ii) the Payment Information is true, correct, and complete, and (iii) you have sufficient funds or credit available upon your initiation of a Transaction to ensure that the purchase price will be collectible by us. When you initiate a Transaction, you authorize us to provide your Payment Information to our third-party payment processor so we can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). You should be aware that online Transactions are subject to validation checks by our payment processor and your card issuer and we are not responsible if your card issuer declines to authorize payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

9. Subscriptions.

(a) Some services available through the Platform are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team. A credit or debit card (or other valid banking or payment information accepted by the Platform) is required to process the payment for your subscription. You shall provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to such payment instruments. Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

(b) We in our sole discretion and at any time, may modify Subscription fees for the Subscriptions (“Subscription Fees”). Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in Subscription Fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fee. Except when required by law, paid Subscription Fees are non-refundable.

10. Termination. We may terminate or suspend your account and bar access to the Platform immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms of Service. If you wish to terminate your account, you may simply discontinue using the Platform. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. You must cancel your Subscriptions via the process identified on the Platform. Where a User accesses the Platform pursuant to a Master Subscription Agreement, termination rights shall be governed by that agreement.

11. Indemnification.

11.1 Generally. User will defend, indemnify, and hold harmless Company and its affiliates and its and their respective directors, officers, managers, shareholders, members, employees, licensors, representatives, and agents from and against all claims, disputes, demands, liabilities, damages, losses, and costs and expenses whatsoever, including reasonable legal and accounting fees, to the extent based upon or arising from User’s access or use of the Platform.

11.2 Review and User Content Claims. Without limiting the foregoing, User shall defend, indemnify, and hold harmless Company and its affiliates and its and their respective directors, officers, managers, shareholders, members, employees, licensors, representatives, and agents from and against any and all claims, disputes, demands, actions, proceedings, investigations, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) any Review submitted, published, displayed, distributed, or otherwise made available by User; (b) any allegation that a Review is false, misleading, deceptive, defamatory, libelous, inaccurate, unlawful, infringing, or otherwise violates the rights of any third party; (c) any alleged violation of consumer protection, advertising, endorsement, testimonial, unfair competition, or deceptive trade practice laws; or (d) User’s violation of any third-party review platform terms, policies, or requirements.

12. Limitation of Liability.

12.1 Exclusions of Liability. EXCEPT AS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO THE USER, OR ANY OTHER PERSON FOR LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, BUSINESS OR OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF SERVICE OR THEIR SUBJECT MATTER, WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.2 Maximum Liability. EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL CLAIMS UNDER, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF SERVICE OR THEIR SUBJECT MATTER, REGARDLESS OF LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $100.00 OR THE FEES RECEIVED BY COMPANY FROM THE USER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Miscellaneous.

13.1 Interpretation. For purposes of these Terms of Service: (a) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof”, “hereby”, “hereto”, and “hereunder” refer to these Terms of Service as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms of Service: (i) to sections, exhibits, attachments, and appendices mean the sections of, and exhibits, attachments, and appendices attached to, these Terms of Service; (ii) to an agreement, instrument or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend these Terms of Service to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms of Service to the same extent as if they were set forth verbatim herein. The headings in these Terms of Service are for reference only and do not affect the interpretation of these Terms of Service.

13.2 Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not impact on any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms of Service so as to implement the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.3 Amendment and Modification. Company may update these Terms of Service, at its sole discretion, by publication of such update on the Platform or otherwise notifying User thereof.

13.4 No Waiver. No waiver of any of the provisions hereof is effective unless explicitly set forth in writing and signed by Company. Except as otherwise set forth in these Terms of Service, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms of Service will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.5 Governing Law. These Terms of Service are governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the law of any jurisdiction other than those of the State of Delaware.

13.6 Disputes; Arbitration. Any legal action or dispute arising out of or in connection with or relating to these Terms of Service or its subject matter, upon the request of any Party involved, shall be submitted to, and settled by, arbitration, before one (1) arbitrator, by remote means if available, or if not available, in Atlanta, Georgia (US), in accordance with the then current general comprehensive JAMS Arbitration Rules and Procedures (available at https://www.jamsadr.com/rules-comprehensive-arbitration/). The arbitrator shall determine arbitrability. Each Party will bear their own fees and expenses with respect to any arbitration. The arbitrator shall apply the applicable substantive law in deciding the actions at issue. Actions shall be governed by their applicable statute of limitations and failure to demand arbitration within the prescribed period will bar the actions as provided by law. The decision or award of the arbitrator shall be final and binding upon the Parties. If any portion of this arbitration agreement is held to be invalid or unenforceable, any such provision shall be severed, and the remainder of this arbitration agreement will be given full force and effect. By agreeing to these Terms of Service, each Party acknowledges and agrees that it has read this arbitration agreement carefully and is bound by it.

13.7 Class Action Waiver. To the fullest extent permitted by applicable law, the Parties agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service or the Platform shall be brought solely in an individual capacity and not as a plaintiff, claimant, class member, representative, or participant in any purported class action, collective action, consolidated action, representative action, mass action, private attorney general action, or similar proceeding. The Parties expressly waive any right to maintain, participate in, or recover relief through any such action. The arbitrator shall have no authority to hear or arbitrate any class, collective, representative, or private attorney general action or to consolidate claims of multiple parties.

13.8 WAIVER OF JURY TRIAL. EACH OF COMPANY AND USER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THEIR SUBJECT MATTER.

13.9 Equitable Relief. User acknowledges that a breach of these Terms of Service by it would cause Company irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Company will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Company may further install and utilize disabling devices to restrict access to the Platform. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.10 Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference and any exhibits attached hereto or included by hyperlink herein, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Service and use of the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If User has executed a Master Services Agreement or BAA with Company (or is accessing the Platform on behalf of an enterprise customer of Company who has so executed a Master Services Agreement and/or BAA with Company), the terms of such Master Services Agreement and/or BAA shall also apply to User’s use of the Platform; it being agreed that the terms and conditions of the Master Services Agreement and/or BAA shall control over these Terms of Service to the extent of any conflict or inconsistency (as may be further provided thereunder).

13.11 Definitions. Capitalized terms which are not otherwise defined in the body of these Terms of Services have the meanings ascribed to them below.

“Access Credentials” means any username, identification number, password, facial recognition, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Platform.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent any person from accessing or using the Platform as intended by these Terms of Service.

“Intellectual Property Rights” means all rights arising from or relating to: (a) patents and patentable subject matter; (b) trademarks, service marks and other trademarkable subject matter; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, know-how, general knowledge, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial rights, intellectual property rights and other rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the law of any jurisdiction throughout in any part of the world, including all property protected by such rights.

“Personal Data” shall mean all information relating to an individual that identifies such individual or could reasonably be used to identify such individual, including, any information that is deemed “personal information” or “personal data” as defined by applicable data protection laws.

“Sensitive Data” shall mean any Personal Data that requires a heightened degree of protection by applicable law, including social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information, or other information that is subject to applicable laws now or hereafter enacted requiring heightened standards for data protection or privacy, including the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act, and the Gramm-Leach-Bliley Act; which shall not be uploaded, transmitted, stored, disclosed or made available through the Platform by a User except as expressly permitted under an applicable Master Subscription Agreement and executed Business Associate Agreement.

“User Data” means any data, stories, documents, information, code, videos, voice-overs, recorded statements and other communications, typed statements and other communications, content, materials, writings, or anything of a similar nature, that is uploaded, posted, published, responses, transmitted, stored, or otherwise made available through or connected to User’s use of the Platform.

13.12 Contact Us. If you have any questions or concerns about these Terms of Service, please contact us via e-mail at support@checkincall.com.

[End of Terms of Service]